UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
_____________________
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 2005
WYNN RESORTS, LIMITED
(Exact name of registrant as specified in its charter)
Nevada 000-50028 46-0484987
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
WYNN LAS VEGAS, LLC
(Exact name of registrant as specified in its charter)
Nevada 333-98369 88-0494878
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of principal executive offices of each registrant) (Zip Code)
(702) 770-7555
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|_| Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencements communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement
On June 29, 2005, Wynn Las Vegas, LLC ("Wynn Las Vegas"), a wholly owned
subsidiary of Wynn Resorts, Limited ("WRL"), entered into an amendment of its
credit agreement (the "Credit Agreement") with Deutsche Bank Securities Inc.,
Deutsche Bank Trust Company Americas, Banc of America Securities LLC, Bank of
America, N.A., Bear Stearns Corporate Lending Inc., Bear, Stearns & Co. Inc.,
JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., JPMorgan Chase Bank,
N.A., Societe Generale and SG Americas Securities, LLC. The amendment extends
the deadline for approval of the Encore at Wynn Las Vegas project ("Encore")
from June 30, 2005 to December 31, 2005 (subject to further extension to March
31, 2006 if approved by a Majority of the Arrangers (as defined in the Credit
Agreement) or the Required Lenders (as defined in the Credit Agreement)). If
Encore is not approved by such deadline, then availability under the Credit
Agreement will be reduced by $550 million. The amendment to the Credit
Agreement is filed herewith as Exhibit 10.1 and incorporated herein by
reference.
The lenders and agents under the Credit Agreement and certain of their
affiliates have performed investment banking, commercial lending and advisory
services for WRL and its affiliates, from time to time, for which they have
received customary fees and expenses. These parties may, from time to time,
engage in transactions with, and perform services for, WRL and its affiliates
in the ordinary course of their business.
Deutsche Bank AG, Hong Kong Branch, an affiliate of Deutsche Bank Securities
Inc., and Societe Generale Asia Limited, an affiliate of SG Americas
Securities, LLC, acted as global coordinating lead arrangers under a $397.0
million definitive credit agreement executed on September 14, 2004 by one of
WRL's affiliates to partially finance the Wynn Macau project.
Disbursement Agreement
In connection with the amendment of the Credit Agreement, on June 29, 2005,
Wynn Las Vegas also entered into an amendment of its disbursement agreement
(the "Disbursement Agreement") with Deutsche Bank Trust Company Americas, as
the administrative agent, Deutsche Bank Trust Company Americas, as the
disbursement agent, and U.S. Bank National Association, as the Notes Trustee.
The amendments to the Disbursement Agreement effected a similar extension of
the deadline for approval of Encore, and made explicit the ability of the
Required Lenders to extend the outside dates for opening and completion of
Encore. The amendment to the Disbursement Agreement is filed herewith as
Exhibit 10.2 and incorporated herein by reference.
First Mortgage Notes
On June 29, 2005, WRL announced that Wynn Las Vegas and Wynn Las Vegas Capital
Corp. (together, the "Issuers") had received the requisite consents from
holders of their 6-5/8% First Mortgage Notes due 2014 (the "Notes") to amend
the Indenture (the "Indenture"), dated as of December 14, 2004, by and among
the Issuers and U.S. Bank National Association, as trustee (the "Trustee"),
related to the Notes. The press release of Wynn Resorts, Limited, dated June
29, 2005, is filed herewith as Exhibit 99.1 and incorporated herein by
reference.
Upon receipt of the requisite consents, on June 29, 2005, the Issuers, the
guarantors named therein and the Trustee entered into a First Supplemental
Indenture (the "First Supplemental Indenture"), which amends certain
provisions of the Indenture. The First Supplemental Indenture (i) extends the
deadline for approval of the project budget and the plans and specifications
relating to the development and construction of Encore from June 30, 2005 to
December 31, 2005, subject to further extension to March 31, 2006 if approved
by a Majority of the Arrangers or the Required Lenders, and (ii) changes the
outside date for completion of Encore from March 31, 2008 to the date set
forth in the Disbursement Agreement, which is currently December 31, 2008, but
may be extended upon the occurrence of an event of Force Majeure (as defined
in the Disbursement Agreement) or with the approval of the Required Lenders.
The First Supplemental Indenture is filed herewith as Exhibit 10.3 and
incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 under the heading "First Mortgage
Notes" is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
------ -----------
10.1 Second Amendment to Credit Agreement,
dated as of June 29, 2005, among Wynn
Las Vegas, LLC, the Wynn Amendment
Parties (as defined therein) and
Deutsche Bank Trust Company Americas,
as administrative agent on behalf of
the Lenders (as defined therein).
10.2 Second Amendment to Master Disbursement
Agreement, dated as of June 29, 2005,
between Wynn Las Vegas, LLC and
Deutsche Bank Trust Company Americas.
10.3 First Supplemental Indenture, dated as
of June 29, 2005, among Wynn Las Vegas,
LLC, Wynn Las Vegas Capital Corp., the
Guarantors set forth therein and U.S.
Bank National Association, as trustee.
99.1 Press release, dated June 29, 2005, of
Wynn Resorts, Limited.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 29, 2005
Wynn Resorts, Limited
By: /s/ John Strzemp
----------------------
John Strzemp
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 29, 2005
WYNN LAS VEGAS, LLC
By: Wynn Resorts Holdings, LLC,
its sole member
By: Wynn Resorts, Limited, its
sole member
By: /s/ John Strzemp
----------------------------
John Strzemp
Chief Financial Officer
Exhibit 10.1
SECOND AMENDMENT TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"),
dated as of June 29, 2005, is made and entered into among WYNN LAS VEGAS, LLC,
a Nevada limited liability company (the "Borrower"), the Wynn Amendment
Parties (as hereinafter defined) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Administrative Agent (in such capacity, the "Administrative Agent") on behalf
of the Lenders (as hereinafter defined).
RECITALS
--------
A. The Borrower and the Administrative Agent are parties to that
certain Credit Agreement dated as of December 14, 2004 (as amended, modified
or supplemented from time to time, the "Credit Agreement") among the Borrower,
the Administrative Agent, Deutsche Bank Securities Inc., as lead arranger and
joint book running manager, Banc of America Securities LLC, as lead arranger
and joint book running manager, Bank of America, N.A., as syndication agent,
Bear, Stearns & Co. Inc., as arranger and joint book running manager, Bear
Stearns Corporate Lending Inc., as joint documentation agent, J.P. Morgan
Securities Inc., as arranger and joint book running manager, JPMorgan Chase
Bank, as joint documentation agent, SG Americas Securities, LLC, as arranger
and joint book running manager, Societe Generale, as joint documentation
agent, and the several banks and other financial institutions or entities from
time to time parties thereto (the "Lenders").
B. In connection with the Credit Agreement, Wynn Las Vegas Capital
Corp., a Nevada corporation ("Capital Corp."), Wynn Show Performers, LLC, a
Nevada limited liability company ("Show Performers"), Wynn Golf, LLC, a Nevada
limited liability company ("Wynn Golf"), Wynn Sunrise, LLC, a Nevada limited
liability company ("Wynn Sunrise"), World Travel, LLC, a Nevada limited
liability company ("World Travel"), and Las Vegas Jet, LLC, a Nevada limited
liability company (together with Capital Corp., Show Performers, Wynn Golf,
Wynn Sunrise and World Travel, the "Wynn Amendment Parties") have executed
that certain Guarantee dated as of December 14, 2004 (as amended, modified or
supplemented from time to time, the "Guarantee").
C. The Borrower has requested that the Lenders agree, subject to the
conditions and on the terms set forth in this Second Amendment, to amend
certain provisions of the Credit Agreement in order to extend the Phase II
Commitment Sunset Date.
D. The Lenders are willing to agree to such amendments, subject to
the conditions and on the terms set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Administrative
Agent on behalf of the Lenders and the Wynn Amendment Parties agree as
follows:
1. Definitions. Except as otherwise expressly provided herein,
capitalized terms used in this Second Amendment shall have the meanings given
in the Credit Agreement, and the rules of interpretation set forth in the
Credit Agreement shall apply to this Second Amendment.
2. Amendments.
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting
the date June 30, 2005 from the existing definition of "Phase II Commitment
Sunset Date" and replacing it with the following:
"December 31, 2005; provided, however that the Borrower may,
by written notice delivered to the Arrangers no later than December
15, 2005 request an extension of the Phase II Commitment Sunset Date
to March 31, 2006, which extension shall be granted if approved by a
Majority of the Arrangers or the Required Lenders.
3. Disbursement Agreement Amendment. The Administrative Agent is
hereby directed to execute that certain Second Amendment to Disbursement
Agreement (the "Disbursement Agreement Amendment") substantially in the form
attached hereto as Exhibit A on behalf of the Lenders.
4. Representations and Warranties. To induce the Lenders to agree to
this Second Amendment, the Borrower represents to the Administrative Agent and
the Lenders that as of the date hereof:
(a) the Borrower and each of the Wynn Amendment Parties has all power
and authority to enter into this Second Amendment and the Disbursement
Agreement Amendment (collectively, the "Second Amendment Documents") to which
each is a party and that have been entered into by the Borrower and each of
the Wynn Amendment Parties as of the date this representation is being made,
and to carry out the transactions contemplated by, and to perform its
obligations under or in respect of, the Second Amendment Documents to which
each is a party;
(b) the execution and delivery of Second Amendment Documents and the
performance of the obligations of the Borrower and each of the Wynn Amendment
Parties under or in respect of the Second Amendment Documents to which each is
a party and that have been entered into by the Borrower and each of the Wynn
Amendment Parties as of the date this representation is being made have been
duly authorized by all necessary action on the part of the Borrower and each
of the Wynn Amendment Parties;
(c) the execution and delivery of the Second Amendment Documents that
have been entered into by the Borrower and each of the Wynn Amendment Parties
as of the date this representation is being made and the performance of the
obligations of the Borrower and each of the Wynn Amendment Parties under or in
respect of such Second Amendment Documents to which each is a party do not and
will not conflict with or violate (i) any provision of the articles of
incorporation or bylaws (or similar constituent documents) of the Borrower or
any Wynn Amendment Party, (ii) any Requirement of Law, (iii) any order,
judgment or decree of any court or other governmental agency binding on the
Borrower or any Wynn Amendment Party, or (iv) any indenture, agreement or
instrument to which the Borrower or any Wynn Amendment Party is a party or by
which the Borrower or any Wynn Amendment Party, or any property of any of
them, is bound, and do not and will not require any consent or approval of any
Person;
(d) the Second Amendment Documents that have been entered into by the
Borrower and each of the Wynn Amendment Parties as of the date this
representation is being made have been duly executed and delivered by the
Borrower and each of the Wynn Amendment Parties party thereto and the Credit
Agreement and the other Loan Documents, as amended by the Second Amendment
Documents, are the legal, valid and binding obligations of the Borrower and
each of the Wynn Amendment Parties, enforceable in accordance with their
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law);
(e) after giving effect to the Second Amendment Documents that have
been entered into by the Borrower and each of the Wynn Amendment Parties as of
the date this representation is being made, no event has occurred and is
continuing or will result from the execution and delivery of the Second
Amendment Documents that would constitute a Default or an Event of Default;
(f) since the Closing Date, no event has occurred that has resulted,
or could reasonably be expected to result, in a Material Adverse Effect; and
(g) each of the representations and warranties made by the Borrower
and the Wynn Amendment Parties in or pursuant to the Loan Documents to which
each is a party shall be true and correct in all material respects on and as
of the date this representation is being made, except for representations and
warranties expressly stated to relate to a specific earlier date, in which
case such representations and warranties shall be true and correct in all
material respects as of such earlier date.
5. Effectiveness of this Second Amendment. This Second Amendment
shall be effective only if and when signed by the Borrower, and the Wynn
Amendment Parties and the Administrative Agent on behalf of the Lenders.
6. Acknowledgments. By executing this Second Amendment each of the
Wynn Amendment Parties (a) consents to the Second Amendment Documents, (b)
acknowledges that notwithstanding the execution and delivery of the Second
Amendment Documents, the obligations of each of the Wynn Amendment Parties
under the Guarantee are not impaired or affected and the Guarantee continues
in full force and effect and (c) affirms and ratifies, to the extent it is a
party thereto, the Guarantee.
7. Miscellaneous. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). This Second
Amendment may be executed in one or more duplicate counterparts and when
signed by all of the parties listed below shall constitute a single binding
agreement. Except as amended hereby, all of the provisions of the Credit
Agreement and the other Loan Documents shall remain in full force and effect
except that each reference to the "Credit Agreement", or words of like import
in any Loan Document, shall mean and be a reference to the Credit Agreement as
amended hereby. This Second Amendment shall be deemed a "Loan Document" as
defined in the Credit Agreement. Section 10.12 of the Credit Agreement shall
apply to this Second Amendment and all past and future amendments to the
Credit Agreement and other Loan Documents as if expressly set forth therein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Second Amendment to
be duly executed by their officers or officers of their sole ultimate members
thereunto duly authorized as of the day and year first above written, to be
effective as of the Effective Date.
WYNN LAS VEGAS, LLC, WYNN GOLF, LLC,
a Nevada limited liability company a Nevada limited liability company
By: Wynn Resorts Holdings, LLC, By: Wynn Las Vegas, LLC,
a Nevada limited liability company, a Nevada limited liability company,
its sole member its sole member
By: Wynn Resorts, Limited, By: Wynn Resorts Holdings, LLC,
a Nevada corporation, a Nevada limited liability company, its sole
its sole member member
By: /s/ John Strzemp By: Wynn Resorts, Limited, a Nevada corporation,
------------------------------ its sole member
Name: John Strzemp
Title: Executive Vice President, CFO and By: /s/ John Strzemp
Treasurer ------------------------------
Name: John Strzemp
Title: Executive Vice President,
CFO and Treasurer
WYNN SUNRISE, LLC, WORLD TRAVEL, LLC,
a Nevada limited liability company a Nevada limited liability company
By: Wynn Las Vegas, LLC, By: Wynn Las Vegas, LLC,
a Nevada limited liability company, a Nevada limited liability company,
its sole member its sole member
By: Wynn Resorts Holdings, LLC, By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company, its a Nevada limited liability company, its sole
sole member member
By: Wynn Resorts, Limited, a Nevada By: Wynn Resorts, Limited, a Nevada corporation,
corporation, its sole member its sole member
By: /s/ John Strzemp By: /s/ John Strzemp
------------------------------ ------------------------------
Name: John Strzemp Name: John Strzemp
Title: Executive Vice President, Title: Executive Vice President,
CFO and Treasurer CFO and Treasurer
LAS VEGAS JET, LLC, WYNN SHOW PERFORMERS, LLC,
a Nevada limited liability company a Nevada limited liability company
By: Wynn Las Vegas, LLC, By: Wynn Las Vegas, LLC,
a Nevada limited liability company, a Nevada limited liability company,
its sole member its sole member
By: Wynn Resorts Holdings, LLC, By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company, its a Nevada limited liability company, its sole member
sole member
By: Wynn Resorts, Limited, a Nevada corporation,
By: Wynn Resorts, Limited, a Nevada its sole member
corporation, its sole member
By: /s/ John Strzemp
By: /s/ John Strzemp ----------------------------
---------------------------- Name: John Strzemp
Name: John Strzemp Title: Executive Vice President,
Title: Executive Vice President, CFO and Treasurer
CFO and Treasurer
WYNN LAS VEGAS CAPITAL CORP., DEUTSCHE BANK TRUST COMPANY AMERICAS,
a Nevada corporation as the Administrative Agent on behalf
of the Lenders
By: /s/ John Strzemp By: /s/ Kevin F. Sullivan
---------------------------- ----------------------------------
Name: John Strzemp Name: Kevin F. Sullivan
Title: Executive Vice President, --------------------------------
CFO and Treasurer
Title: Managing Director
-------------------------------
By: /s/ S. P. Lapham
----------------------------------
Name: Steven P. Lapham
--------------------------------
Title: Managing Director
-------------------------------
EXHIBIT A
SECOND AMENDMENT
TO MASTER DISBURSEMENT AGREEMENT
Exhibit 10.2
SECOND AMENDMENT
TO MASTER DISBURSEMENT AGREEMENT
THIS SECOND AMENDMENT TO MASTER DISBURSEMENT AGREEMENT (the
"Amendment") is made and entered into as of June 29, 2005, by and among WYNN
LAS VEGAS, LLC, a Nevada limited liability company (the "Company"), DEUTSCHE
BANK TRUST COMPANY AMERICAS as the Bank Agent (the "Bank Agent"), and DEUTSCHE
BANK TRUST COMPANY AMERICAS, as the Disbursement Agent (the "Disbursement
Agent"), with respect to the following:
Recitals
--------
A. Disbursement Agreement. The undersigned are parties to that
certain Master Disbursement Agreement dated December 14, 2004 (as amended,
modified or supplemented from time to time, the "Disbursement Agreement")
among the Company, the Bank Agent, U.S. Bank, National Association as the
indenture trustee (the "Indenture Trustee"), and the Disbursement Agent. The
defined terms used herein and not otherwise defined herein shall have the
meanings given in the Disbursement Agreement.
B. Right to Amend Disbursement Agreement Without Consent of Indenture
Trustee. The Bank Agent, the Disbursement Agent and the Company have the right
to amend this Disbursement Agreement as set forth therein without the
Indenture Trustee's consent.
C. Amendment. The undersigned desire to amend the Disbursement
Agreement to reflect certain agreements of the parties hereto, all as more
particularly set forth herein.
Agreement
---------
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned
agree as follows:
1. DEFINITIONS.
a. Phase II Revolving Commitment Sunset Date. Exhibit A of
the Disbursement Agreement is hereby amended by deleting the date June 30,
2005 from the existing definition of "Phase II Revolving Commitment Sunset
Date" and replacing it with the following: "the Phase II Commitment Sunset
Date (as defined in the Bank Credit Agreement), as the same may be extended in
accordance with the terms of the Bank Credit Agreement."
b. Outside Phase II Completion Deadline. Exhibit A of the
Disbursement Agreement is hereby amended by deleting the existing definition
of "Outside Phase II Completion Deadline" in its entirety and replacing it
with the following: "means December 31, 2008, as extended from time to time by
the Company (i) in accordance with Section 6.3.2 of the Disbursement Agreement
or (ii) with the approval of the Required Lenders."
c. Outside Phase II Opening Deadline. Exhibit A of the
Disbursement Agreement is hereby amended by deleting the existing definition
of "Outside Phase II Opening Deadline" in its entirety and replacing it with
the following: "means September 30, 2008, as extended from time to time by the
Company (i) in accordance with Section 6.3.2 of the Disbursement Agreement or
(ii) with the approval of the Required Lenders."
2. MISCELLANEOUS. Except as set forth in this Amendment, all other
terms and provisions of the Disbursement Agreement remain unmodified and in
full force and effect. This Amendment shall be construed and enforced in
accordance with the laws of the State of New York. In the event that any term
or provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the fact that such term
or provision is invalid, void or otherwise unenforceable shall in no way
affect the validity or enforceability of any other term or provision contained
herein. This Amendment may be executed in any number of identical
counterparts.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the day and year first written above.
COMPANY:
- -------
WYNN LAS VEGAS, LLC,
a Nevada limited liability company
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation,
its sole member
By: /s/ John Strzemp
----------------------------
Name: John Strzemp
Title: Executive Vice President,
CFO and Treasurer
BANK AGENT:
- ----------
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ Kevin F. Sullivan
-------------------------------------
Name: Kevin F. Sullivan
-----------------------------------
Title: Managing Director
----------------------------------
By: /s/ S. P. Lapham
-------------------------------------
Name: Steven P. Lapham
-----------------------------------
Title: Managing Director
----------------------------------
DISBURSEMENT AGENT:
- ------------------
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ Kevin F. Sullivan
-------------------------------------
Name: Kevin F. Sullivan
-----------------------------------
Title: Managing Director
----------------------------------
By: /s/ S. P. Lapham
-------------------------------------
Name: Steven P. Lapham
-----------------------------------
Title: Managing Director
----------------------------------
Exhibit 10.3
FIRST SUPPLEMENTAL INDENTURE
WYNN LAS VEGAS, LLC
and
WYNN LAS VEGAS CAPITAL CORP.,
as joint and several obligors
and
LAS VEGAS JET, LLC
WORLD TRAVEL, LLC
WYNN GOLF, LLC
WYNN SHOW PERFORMERS, LLC
and
WYNN SUNRISE, LLC,
as Guarantors
SERIES A AND SERIES B
6 5/8% FIRST MORTGAGE NOTES DUE 2014
--------------------
First Supplemental Indenture
Dated as of June 29, 2005
Supplementing the Indenture
Dated as of December 14, 2004
--------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
--------------------
FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"),
dated as of June 29, 2005 (the "Effective Date"), among Wynn Las Vegas, LLC, a
Nevada limited liability company ("Wynn Las Vegas"), and Wynn Las Vegas
Capital Corp., a Nevada corporation ("Wynn Capital," and together with Wynn
Las Vegas, the "Issuers"), as joint and several obligors, and Las Vegas Jet,
LLC, a Nevada limited liability company, World Travel, LLC, a Nevada limited
liability company, Wynn Golf, LLC, a Nevada limited liability company, Wynn
Show Performers, LLC, a Nevada limited liability company, and Wynn Sunrise,
LLC, a Nevada limited liability company, as guarantors (the "Guarantors"), and
U.S. Bank National Association, as trustee (the "Trustee"), under the
Indenture, dated as of December 14, 2004 (the "Indenture"). Capitalized terms
used herein and not otherwise defined shall have the meaning ascribed to them
in the Indenture.
W I T N E S S E T H:
WHEREAS, the Issuers, the Trustee and the Guarantors have heretofore
executed and delivered the Indenture providing for the issuance by the Issuers
of Series A and Series B 6 5/8% First Mortgage Notes due 2014 (the "Notes");
WHEREAS, the Issuers have solicited consents from the Holders of the
Notes to certain proposed amendments to the Indenture, in accordance with the
terms and conditions of a Consent Solicitation Statement, dated June 9, 2005
(the "Solicitation Statement");
WHEREAS, Section 9.02 of the Indenture provides that, with the
consent of the Holders of at least a majority in aggregate principal amount of
the Notes then outstanding, voting as a single class, the Issuers, the
Guarantors and the Trustee may amend or supplement the Indenture and the
Notes;
WHEREAS, the Holders of at least a majority in aggregate principal
amount of the Notes outstanding have duly consented to the proposed amendments
set forth in this First Supplemental Indenture in accordance with Section 9.02
of the Indenture;
WHEREAS, the Issuers have heretofore delivered or are delivering
contemporaneously herewith to the Trustee (i) copies of resolutions of the
Board of Directors of the Issuers and the Guarantors authorizing the execution
of this First Supplemental Indenture, (ii) evidence of the written consent of
the Holders set forth in the immediately preceding paragraph, and (iii) the
Officers' Certificate and the Opinion of Counsel described in Sections 14.04
and 14.05 of the Indenture; and
WHEREAS, all other acts and proceedings required by law and the
Indenture necessary to authorize the execution and delivery of this First
Supplemental Indenture and to make this First Supplemental Indenture a valid
and binding agreement for the purposes expressed herein, in accordance with
its terms, have been complied with or have been duly done or performed.
NOW, THEREFORE, in consideration of the foregoing and notwithstanding
any provision of the Indenture which, absent this First Supplemental
Indenture, might operate to limit such action, the parties hereto, intending
to be legally bound hereby, agree as follows:
ARTICLE ONE
AMENDMENTS
SECTION 1.01. Amendment of Definitions. The definition of "Phase II
Outside Completion Deadline" contained in Section 1.01 entitled "Definitions"
is hereby amended to read as follows:
"Phase II Outside Completion Deadline" means the Outside
Phase II Completion Deadline, as defined in the Disbursement
Agreement.
SECTION 1.02. Other Amendments. Paragraph (1) of subsection (b) of
Section 4.09 entitled "Incurrence of Indebtedness and Issuance of Disqualified
Stock" is hereby amended to read in its entirety as follows:
(1) the incurrence by Wynn Las Vegas or any of its
Restricted Subsidiaries of Indebtedness under the Credit Agreement in
an aggregate principal amount at any one time outstanding (with
letters of credit being deemed to have a principal amount equal to
the sum of the face amount thereof and related unpaid reimbursement
obligations), to the extent then classified as having been incurred
in reliance on this clause (1) not to exceed (i) $1.0 billion less
(ii) the aggregate amount of all Net Proceeds of Assets Sales applied
by Wynn Las Vegas or any of its Restricted Subsidiaries since the
date of this Indenture to repay any term Indebtedness under the
Credit Agreement or repay any revolving credit Indebtedness under the
Credit Agreement and effect a corresponding permanent reduction of
commitments thereunder pursuant to Section 4.10 hereof or otherwise;
provided, however, if the Phase II Project Budget and the Phase II
Plans and Specifications are not approved by a majority of the
arrangers or a majority of the lenders under the Credit Agreement by
December 31, 2005 (or March 31, 2006, if the Phase II Commitment
Sunset Date (as defined in the Credit Agreement) is extended to such
date), then the amount of Indebtedness permitted to be incurred under
the Credit Agreement pursuant to clause (i) above of this clause (1)
shall be reduced by $550.0 million;
ARTICLE TWO
MISCELLANEOUS
SECTION 2.01. Reference to and Effect on the Indenture. On and after
the Effective Date, each reference in the Indenture to "this Indenture,"
"hereunder," "hereof," or "herein" shall mean and be a reference to the
Indenture as supplemented by this First Supplemental Indenture unless the
context otherwise requires. The Indenture, as supplemented by this First
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument. Except as specifically amended above, the Indenture shall remain
in full force and effect and is hereby ratified and confirmed.
SECTION 2.02. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW
YORK, INCLUDING WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL
INDENTURE, SUBJECT TO APPLICABLE GAMING LAWS.
SECTION 2.03. Trust Indenture Act Controls. No modification of any
provisions of the Indenture effected by this First Supplemental Indenture is
intended to eliminate or limit any provision of the Indenture that is required
to be included therein by the Trust Indenture Act of 1939, as amended, as in
force as of the effectiveness of this First Supplemental Indenture.
SECTION 2.04. Trustee Disclaimer; Trust. The recitals contained in
this First Supplemental Indenture shall be taken as the statements of the
Issuers, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
First Supplemental Indenture. The Trustee accepts the trust created by the
Indenture, as supplemented by this First Supplemental Indenture, and agrees to
perform the same upon the terms and conditions of the Indenture, as
supplemented hereby.
SECTION 2.05. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original;
but such counterparts shall constitute but one and the same instrument.
SECTION 2.06. Effect of Headings. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.
SECTION 2.07. Severability. In case any provision of this First
Supplemental Indenture shall be invalid, illegal or unenforceable, including
any amendment or waiver that, pursuant to Section 9.02 of the Indenture,
requires the consent of each Holder affected, the validity, legality and
enforceability of the remaining provisions shall not in any way be effected or
impaired thereby.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed all as of the date hereof.
ISSUERS:
WYNN LAS VEGAS, LLC,
a Nevada limited liability company,
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation, its sole member
By: /s/ Marc H. Rubinstein
----------------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President
WYNN LAS VEGAS CAPITAL CORP.,
a Nevada corporation,
By: /s/ Marc H. Rubinstein
----------------------------------------
Name: Marc H. Rubinstein
Title: Secretary
GUARANTORS:
LAS VEGAS JET, LLC,
a Nevada limited liability company,
By: Wynn Las Vegas, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation, its sole member
By: /s/ Marc H. Rubinstein
----------------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President
WORLD TRAVEL, LLC,
a Nevada limited liability company,
By: Wynn Las Vegas, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation, its sole member
By: /s/ Marc H. Rubinstein
----------------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President
WYNN GOLF, LLC,
a Nevada limited liability company,
By: Wynn Las Vegas, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation, its sole member
By: /s/ Marc H. Rubinstein
----------------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President
WYNN SHOW PERFORMERS, LLC,
a Nevada limited liability company,
By: Wynn Las Vegas, LLC,
a Nevada limited liability company,
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation, its sole member
By: /s/ Marc H. Rubinstein
----------------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President
WYNN SUNRISE, LLC,
a Nevada limited liability company,
By: Wynn Las Vegas, LLC,
a Nevada limited liability company,
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation, its sole member
By: /s/ Marc H. Rubinstein
----------------------------------------
Name: Marc H. Rubinstein
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Richard Prokosch
----------------------------------------
Name: Richard Prokosch
Title: Vice President
Exhibit 99.1
FOR IMMEDIATE RELEASE
Wynn Resorts Announces Completion of Consent Solicitation
LAS VEGAS, NEVADA (June 29, 2005) - Wynn Resorts, Limited (Nasdaq:
WYNN) announced today that its subsidiaries, Wynn Las Vegas, LLC ("Wynn Las
Vegas") and Wynn Las Vegas Capital Corp. (together with Wynn Las Vegas, the
"Issuers"), had received the requisite consents from holders of their 6-5/8%
First Mortgage Notes due 2014 (the "Notes") to amend the indenture relating to
the Notes.
The amendments include: (i) an extension of the deadline for approval
of the budget and the plans and specifications for the Encore at Wynn Las
Vegas project ("Encore") from June 30, 2005, to December 31, 2005, and (ii) an
extension of the outside date for completion of Encore from March 31, 2008, to
December 31, 2008. Wynn Las Vegas previously received the unanimous approval
from its bank lenders for similar amendments to its financing documents.
Due to demand for the Wynn Las Vegas casino resort, continued
strength in the Las Vegas market, and the desire to maximize the potential of
their real estate assets, the Issuers continue to enlarge and refine the scope
of Encore, which has been elevated to the status of a free standing casino
resort that will be fully integrated with Wynn Las Vegas. The amendments
provide the Issuers with additional time to finalize the scope of Encore.
Wynn Resorts is traded on the Nasdaq National Market under the ticker
symbol "WYNN" and, since December 2004, it has been part of the NASDAQ-100
Index. Wynn Las Vegas, a luxury hotel and destination casino resort located on
the Las Vegas Strip, opened to the public on April 28, 2005. Wynn Las Vegas
features 2,716 luxurious guest rooms and suites; an approximately 111,000
square foot casino; 22 food and beverage outlets; an on-site 18-hole golf
course; approximately 223,000 square feet of meeting space; an on-site Ferrari
and Maserati dealership; and approximately 76,000 square feet of retail space.
For more information, visit www.wynnlasvegas.com.
CONTACT:
Wynn Resorts, Limited
Samanta Hegedus Stewart, 702-770-7555
investorrelations@wynnresorts.com
SOURCE: Wynn Resorts, Limited