Exhibit 10.3
FIRST SUPPLEMENTAL INDENTURE
XXXX LAS VEGAS, LLC
and
XXXX LAS VEGAS CAPITAL CORP.,
as joint and several obligors
and
LAS VEGAS JET, LLC
WORLD TRAVEL, LLC
XXXX 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 Xxxx Las Vegas, LLC, a
Nevada limited liability company ("Xxxx Las Vegas"), and Wynn Las Vegas
Capital Corp., a Nevada corporation ("Wynn Capital," and together with Xxxx
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, Xxxx Golf, LLC, a Nevada limited liability company, Xxxx
Show Performers, LLC, a Nevada limited liability company, and Xxxx 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 Xxxx 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 Xxxx 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: Xxxx Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation, its sole member
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Senior Vice President
WYNN LAS VEGAS CAPITAL CORP.,
a Nevada corporation,
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxxx
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: Xxxx Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation, its sole member
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Senior Vice President
WORLD TRAVEL, LLC,
a Nevada limited liability company,
By: Xxxx Las Vegas, LLC,
a Nevada limited liability company,
its sole member
By: Xxxx Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation, its sole member
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Senior Vice President
XXXX GOLF, LLC,
a Nevada limited liability company,
By: Wynn Las Vegas, LLC,
a Nevada limited liability company,
its sole member
By: Xxxx Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation, its sole member
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Senior Vice President
XXXX SHOW PERFORMERS, LLC,
a Nevada limited liability company,
By: Xxxx Las Vegas, LLC,
a Nevada limited liability company,
By: Xxxx Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation, its sole member
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Senior Vice President
XXXX SUNRISE, LLC,
a Nevada limited liability company,
By: Xxxx Las Vegas, LLC,
a Nevada limited liability company,
By: Xxxx Resorts Holdings, LLC,
a Nevada limited liability company,
its sole member
By: Wynn Resorts, Limited,
a Nevada corporation, its sole member
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
