CREDIT AGREEMENT

Exhibit 10.1

CREDIT AGREEMENT

Among

WYNN RESORTS, LIMITED

as Borrower,

The Several Lenders from

Time to Time Party Hereto,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative Agent

Dated as of June 21, 2007

DEUTSCHE BANK SECURITIES INC.,

as Joint Lead Arranger and Joint Book Running Manager

BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arranger and Joint Book Running Manager

BANK OF AMERICA, N.A.,

as Syndication Agent

TABLE OF CONTENTS

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ii

iii

SCHEDULES

EXHIBITS

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CREDIT AGREEMENT

This CREDIT AGREEMENT (“ Agreement ”) is entered into as of June 21, 2007, among WYNN RESORTS, LIMITED, a Nevada corporation (the “ Borrower ”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, together with any successor thereto, the “ Administrative Agent ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”) and each of the other banks, financial institutions and other entities from time to time party hereto.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower has instituted a stock repurchase program pursuant to which the Borrower may acquire in the open market from stockholders of the Borrower publicly traded common Equity Interests (as defined below) issued by the Borrower.

WHEREAS, the Borrower has requested that the Lenders extend credit to the Borrower in an aggregate amount of $1,000,000,000, the proceeds of which will be used by the Borrower to so acquire such Equity Interests.

WHEREAS, the applicable Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01. Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the product of (a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves.

“ Administrative Agent ” has the meaning specified in the preamble hereto.

“ Administrative Agent’s Office ” means the Administrative Agent’s address as set forth on Schedule 10.02 or such other address as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

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“ Agent-Related Persons ” means the Agents and the Lead Arrangers, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“ Agents ” means, collectively, the Administrative Agent, the Syndication Agent, the Book Running Managers and the Supplemental Administrative Agents (if any).

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Agreement ” means this Credit Agreement.

“ Applicable Rate ” means a percentage per annum equal to, (a) initially, but only if the Borrower’s Net Liquidity is equal to or greater than $400,000,000, 2.00% for Eurodollar Loans and 1.00% for Base Rate Loans and (b) if the Borrower’s Net Liquidity as of the Closing Date or at the end of any fiscal quarter as set forth in the Net Liquidity Confirmation Certificate delivered in respect of such fiscal quarter is less than $400,000,000, then from and after such time and (subject to Section 2.07) through the Maturity Date, 2.25% for Eurodollar Loans and 1.25% for Base Rate Loans; provided that if the Borrower fails to submit a Net Liquidity Confirmation Certificate within five (5) Business Days after the date required herein, the margin set forth in clause (b) above shall apply until such time as a Net Liquidity Confirmation Certificate is delivered.

“ Approved Bank ” has the meaning specified in clause (c) of the definition of “Cash Equivalents”.

“ Approved Fund ” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“ Aruze Corp. ” means Aruze Corp., a Japanese public corporation.

“ Aruze USA ” means Aruze USA, Inc., a Nevada corporation.

“ Assignees ” has the meaning specified in Section 10.07(b).

“ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit E.

“ Attorney Costs ” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“ Attributable Indebtedness ” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“ Audited Financial Statements ” means the audited consolidated balance sheets of Borrower and its Subsidiaries as of each of December 31, 2006, 2005 and 2004, and the related audited Consolidated statements of income, stockholders’ equity and cash flows for Borrower and its Subsidiaries for the fiscal years ended December 31, 2006, 2005 and 2004, respectively.

“ Base Rate ” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Rate in effect on such day plus 1/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective as of the opening of business on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.

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“ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

“ Beneficial Owner ” has the meaning given in Rule 13d—3 and Rule 13d—5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The term “Beneficially Owned” has a corresponding meaning.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Board of Directors ” means (a) with respect to a corporation, the board of directors of the corporation; (b) with respect to a partnership, the board of directors of the general partner of the partnership; (c) with respect to a limited liability company, the manager(s) or sole or managing member of such limited liability company; and (d) with respect to any other Person, the Person, the board or committee of such Person serving a similar function.

“ Book Running Managers ” means DBSI and Banc of America Securities LLC, each in its capacity as joint book running manager with respect to the Facilities, together with any successor thereto.

“ Borrower ” has the meaning specified in the preamble hereto.

“ Borrower’s Net Liquidity ” means the aggregate amount of cash and Cash Equivalents held by the Borrower and Wynn Resorts Macau.

“ Borrowing ” means a Swing Line Borrowing, a New Loan Borrowing or a Term Borrowing, as the context may require.

“ Borrowing Notice ” means a notice of (a) a Term Borrowing or New Loan Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurodollar Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in New York City; provided , however , that when used in connection with a Eurodollar Loan (including with respect to all notices and determinations in connection therewith and any payments of principal, interest or other amounts thereon), the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

“ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

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“ Cash Collateral Account ” means an account at DBTCA (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent, or in which the Administrative Agent has a perfected first priority lien, and in either case under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent

“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by the Borrower or any Restricted Subsidiary:

(a) Dollars;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof or the District of Columbia or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “ Approved Bank ”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

(g) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(h) instruments equivalent to those referred to in clauses (a) through (g) above denominated in Euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash

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management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and

(i) Investments, classified in accordance with GAAP as current assets of the Borrower or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (h) of this definition;

(j) HKD (the lawful currency of the Hong Kong Special Administrative Region);

(k) Patacas (the lawful currency of the Macau Special Administrative Region);

(l) Readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the Hong Kong SAR having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the Hong Kong SAR is pledged in support thereof.

“ Cash Management Obligations ” means obligations owed by the Borrower or any Restricted Subsidiary in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds.

“ Casino Licenses ” means, collectively, all licenses that are required to be granted by any applicable federal, state, local, tribal or other regulatory body, gaming board or other agency that has jurisdiction over (i) any casino now or hereafter located in the State of Nevada, and (ii) any other casinos otherwise owned or operated by the Borrower or any Subsidiary.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

“ CERCLIS ” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“ Change of Control ” means the occurrence of any of the following: (a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower, any Restricted Subsidiary or any Material Unrestricted Subsidiary, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than to Mr. Wynn or a Related Party of Mr. Wynn, (b) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that (i) any “person” (as defined in clause (a) above), other than Mr. Wynn and any of his Related Parties becomes the Beneficial Owner, directly or indirectly, of more than 50% of the outstanding Voting Stock of the Borrower, measured by voting power rather than number of equity interests, (ii) any “person” (as defined in clause (a) above)(other than Kazuo Okada, Aruze USA and Aruze Corp., so long as (A) the Stockholders Agreement remains in full force and effect, (B) a majority of the Board of Directors of the Borrower is constituted of Persons named on any slate of directors chosen by Mr. Wynn and Aruze USA pursuant to the Stockholders Agreement, as in effect on the Closing Date and (C) Kazuo Okada and his Related Parties either (1) “control” (as that term is used in Rule 405 under the Securities Act) Aruze Corp. and Aruze USA or (2) otherwise remain the direct or indirect Beneficial Owners of the Voting Stock of the Borrower held by Aruze Corp.) becomes the Beneficial Owner, directly or indirectly, of a greater percentage of the outstanding

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Voting Stock of the Borrower, measured by voting power rather than number of equity interests, than is at that time Beneficially Owned by Mr. Wynn and his Related Parties as a group, (iii) prior to December 31, 2007, Mr. Wynn and his Related Parties as a group own less than 80% of the outstanding Voting Stock of the Borrower owned by such group as of the Closing Date, or (iv) prior to December 31, 2007 Mr. Wynn and his Related Parties as a group own less than 10% of the outstanding Voting Stock of the Borrower, measured by voting power rather than number of equity interests, (c) the first day prior to December 31, 2007 on which Mr. Wynn does not act as either the Chairman of the Board of Directors of the Borrower or the Chief Executive Officer of the Borrower, other than (A) as a result of death or disability or (B) if the Board of Directors of the Borrower, exercising their fiduciary duties in good faith, removes or fails to re-appoint Mr. Wynn as Chairman of the Board of Directors of the Borrower or Chief Executive Officer of the Borrower, (d) the first day on which a majority of the members of the Board of Directors of the Borrower are not Continuing Directors, (e) the first day on which the Borrower ceases to own, directly or indirectly, 100% of the outstanding Equity Interests of any Restricted Subsidiary or Material Unrestricted Subsidiary or (f) the Borrower consolidates with, or merges with or into, any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person consolidates with, or merges with or into, the Borrower, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Borrower is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Wynn Resorts outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Equity Interests) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

“ Charges ” has the meaning specified in Section 10.10.

“ Class ” (a) when used with respect to Lenders, refers to whether such Lenders are New Loan Lenders or Term Lenders and (b) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are New Loans or Term Loans.

“ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01.

“ Code ” means the U.S. Internal Revenue Code of 1986 and rules and regulations related thereto.

“ Commitment ” means, as to any Lender, the sum of the Term Loan Commitments and New Loan Commitments of such Lender.

“ Compensation Period ” has the meaning specified in Section 2.11(c)(ii).

“ Continuing Directors ” means, as of any date of determination, with respect to any Person, any member of the Board of Directors of such Person who (a) was a member of such board of directors on the Closing Date or (b) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such board at the time of such nomination or election.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” has the meaning specified in the definition of “Affiliate.”

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“ Convertible Notes ” means those certain 6% Convertible Subordinated Debentures due 2015 issued by the Borrower on or about July 7, 2003.

“ DBSI ” means Deutsche Bank Securities Inc.

“ DBTCA ” means Deutsche Bank Trust Company Americas.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means, with respect to any Loan, an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Loans or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“ Disposition ” or “ Dispose ” means the sale, transfer, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Disqualified Equity Interests ” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of any Loans hereunder. Notwithstanding the preceding sentence, any Equity Interests will not constitute Disqualified Equity Interests solely because it is required to be redeemed under applicable Gaming Laws.

“ Disqualified Institutions ” means any banks, financial institutions or other Persons separately identified by the Borrower to the Lead Arrangers in writing prior to the Closing Date.

“ Dollar ” and “ $ ” mean lawful money of the United States.

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“ Eligible Assignee ” means any Assignee permitted by and consented to in accordance with Section 10.07(b).

“ Environmental Laws ” means any and all Federal, state, and local statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) any Environmental Law or violation thereof, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Equity Interests ” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through debt securities convertible into equity securities).

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that is under common control with the Borrower within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

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“ Event of Default ” has the meaning specified in Section 8.01.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Excluded Distributions ” means any (i) amounts permitted to be paid to the Borrower pursuant to Section 7.22 of the Wynn Las Vegas Credit Agreement in respect of management fees or other amounts applied to pay or reimburse management fees, (ii) amounts permitted to be paid to the Borrower pursuant to Section 7.10(c) of the Wynn Las Vegas Credit Agreement or other amounts applied to reimburse the Borrower for, or fund the payment of, overhead expenses incurred by the Borrower or its Affiliates, (iii) royalties and amounts in respect of overhead expenses similar to those described in clause (ii), including those permitted to be paid by Wynn Resorts Macau to the Borrower pursuant to Section 6.1 of Part B of Schedule 5 of the Common Terms Agreement described in the definition of Wynn Macau Credit Agreement, (iv) dividends, distributions and other amounts paid by Subsidiaries of the Borrower to the Borrower and used to pay interest and other amounts in respect of the Loans, Permitted Subordinated Indebtedness or the Convertible Notes,   (v) dividends, distributions and other amounts paid by Wynn Resorts Macau consisting of cash or Cash Equivalents in an aggregate amount not to exceed $545,000,000, and (vi) amounts received by the Borrower or its Subsidiaries from the future sale of any Permit or the ability to use any Permit or a portion of the rights granted under any Permit so long as such sale will not prevent, to any material extent, the Borrower or any Subsidiary thereof from conducting its business in the same manner as prior to such sale or will have any other adverse effect on the Borrower or any Subsidiary thereof or their operations.

“ Facility ” means the Term Loan Facility, each New Loan Facility or the Swing Line Sublimit, as the context may require.

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates (rounded upwards, if necessary, to the next 1/100 of 1%) on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to JPMorgan Chase Bank on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” means the Fee Letter dated as of June 21, 2007, among the Borrower, DBSI and Banc of America Securities LLC, as amended, amended and restated, supplemented or otherwise modified from time to time.

“ Foreign Lender ” has the meaning specified in Section 10.15(a).

“ Foreign Plan ” shall mean any employee benefit plan, program, fund, policy, arrangement or agreement maintained or contributed to by the Borrower or any of its Subsidiaries with respect to employees employed outside the United States.

“ Former Lender ” has the meaning specified in Section 10.23(a).

“ Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

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“ GAAP ” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided , however , that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“ Gaming Authorities ” shall mean, in any jurisdiction in which the Borrower or any of its Subsidiaries manages or conducts any racing, riverboat and/or casino gaming operations or activities or sells or distributes liquor, the applicable gaming board, commission or other governmental authority responsible for interpreting, administering and enforcing the Gaming Laws, including without limitation, the Nevada Gaming Authorities and the Gaming Inspection and Coordination Bureau of Macau, Special Administrative Region of the Peoples Republic of China.

“ Gaming Laws ” shall mean all laws, rules, regulations, orders and other enactments applicable to racing, riverboat and/or casino gaming operations or activities or the sale or distribution of liquor in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by any Gaming Authorities, including Law 16/2001 of Macau, Special Administrative Region of the Peoples Republic of China, the Nevada Gaming Control Act, as codified in Chapter 463 of the Nevada Revised Statutes, the regulations of the Nevada Gaming Commission promulgated thereunder, and other laws or regulations promulgated by the Nevada Gaming Authorities and applying to gaming operations in the State of Nevada.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Granting Lender ” has the meaning specified in Section 10.07(h).

“ Guarantee ” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any

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acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Increased Amount Date ” has the meaning specified in Section 2.13.

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person in respect of Disqualified Equity Interests; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and (B) in the case of the Borrower, exclude all intercompany Indebtedness made in the ordinary course of business consistent with past practice and which is subordinated to the Obligations in a manner reasonably acceptable to the Administrative Agent ( provided that such intercompany

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Indebtedness in an amount up to $10,000,000 shall not be required to be so subordinated). The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“ Indemnified Liabilities ” has the meaning set forth in Section 10.05.

“ Indemnitees ” has the meaning set forth in Section 10.05.

“ Information ” has the meaning specified in Section 10.08.

“ Intellectual Property ” means all (a) United States, and foreign copyrights, including but not limited to copyrights in technology, software and all rights in and to databases, whether registered or unregistered, (b) all United States and foreign patents and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, whether registered or unregistered, and (c) all United States, and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, whether registered or unregistered and, with respect to any and all of the foregoing: (i) all registrations and applications therefor, (ii) all extensions and renewals thereof and (iii) all rights corresponding thereto throughout the world.

“ Interest Payment Date ” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided that if any Interest Period for a Eurodollar Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date and (c) as to any Swing Line Loan, the day that such Loan is repaid and the Maturity Date.

“ Interest Period ” means, as to each Eurodollar Loan, the period commencing on the date such Eurodollar Loan is disbursed or converted to or continued as a Eurodollar Loan and (i) with respect to Borrowings prior to the date that is the earlier to occur of the thirtieth day after the Closing Date and the date upon which the Lead Arrangers determine in their sole discretion that Successful Syndication of the Facilities has been achieved, ending on the date that is one month from the date of such Borrowing and (ii) thereafter ending one, three or six months (or, if available from all Lenders, 9 months or 12 months) after the date of such Borrowing as selected by the Borrower in its Borrowing Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; and

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.

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“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ IP Rights ” has the meaning set forth in Section 5.15.

“ IRS ” means the United States Internal Revenue Service.

“ Joinder Agreement ” an agreement substantially in the form of Exhibit F hereto or such other form as shall be approved by the Administrative Agent

“ Junior Financing ” has the meaning specified in Section 7.10.

“ Junior Financing Documentation ” means any documentation governing any Junior Financing.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ Lead Arrangers ” means DBSI and Banc of America Securities LLC, each in its capacity as a joint lead arranger with respect to the Facilities, together with any successor thereto.

“ Lender ” means each Person from time to time part hereto as a lender, including any Person that becomes party hereto pursuant to an Assignment and Assumption and, as the context requires, includes each Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a period equal to one, two, three or six months (or, if available from all Lenders, 9 months or 12 months) (as selected by the Borrower) appearing on Reuters Screen LIBOR1 Page; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.

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“ Lien ” means any mortgage, pledge, hypothecation, assignment for security purposes, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest, any conditional sale or other title retention agreement and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“ Loan ” means an extension of credit by a Lender to the Borrower under Article 2 in the form of a Term Loan, New Loan or a Swing Line Loan.

“ Loan Documents ” means, collectively, this Agreement, the Notes, the Fee Letter, each Net Liquidity Confirmation Certificate, each Joinder Agreement, and any other instruments, documents or agreements of any type or nature hereafter executed and delivered by the Borrower or the Subsidiaries to the Administrative Agent or to any Lender in any way relating to or in furtherance of this Agreement, in each case either as originally executed or as the same may from time to time be supplemented, modified, amended, restated, extended or supplanted.

“ Material Adverse Effect ” means any change, occurrence, event, circumstance or development that has had or could reasonably be expected to have a material adverse effect on (a) the business, assets, liabilities, property, condition (financial or otherwise), results of operations, prospects, value or management of the Borrower and its Subsidiaries, taken as a whole or (b) the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent, the Lenders, the Supplemental Administrative Agent or any co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.02.

“ Material Debt Agreement ” means any loan agreement, credit agreement, indenture, or other contract or agreement evidencing or documenting any Indebtedness of Borrower or any Subsidiary thereof in an amount exceeding the Threshold Amount.

“ Material Unrestricted Subsidiary ” means Wynn Las Vegas, Wynn Design & Development, LLC, Wynn Resorts Macau, any other Subsidiary of the Borrower (other than any Restricted Subsidiary) in which the Borrower or its Subsidiaries have made an Investment equal to or exceeding $300,000,000 and any other entity (other than a Restricted Subsidiary) designated by the Borrower as a Material Unrestricted Subsidiary.

“ Maturity Date ” means June 21, 2010.

“ Maximum Rate ” has the meaning specified in Section 10.10.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Mr. Wynn ” means Stephen A. Wynn, an individual, and his heirs.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Nevada Gaming Authorities ”: collectively, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board and any other federal, state or local agency having jurisdiction over gaming operations in the State of Nevada.

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“ Net Cash Proceeds ” means:

(a) with respect to the Disposition of any asset by the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition and that is required to be repaid (and is timely repaid) in connection with such Disposition (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, accounting fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by the Borrower or such Restricted Subsidiary in connection with such Disposition, (C) taxes paid or reasonably estimated to be actually payable in connection therewith, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction and it being understood that “Net Cash Proceeds” shall include any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) above or, if such liabilities have not been satisfied in cash and such reserve is not reversed within three hundred and sixty-five (365) days after such Disposition, the amount of such reserve; provided that no net cash proceeds calculated in accordance with the foregoing shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $25,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); and

(b) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees, accounting fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.

“ Net Liquidity Confirmation Certificate ” means a certificate substantially in the form of Exhibit D.

“ New Loan ” means a Loan made pursuant to Section 2.13.

“ New Loan Borrowing ” means a borrowing consisting of simultaneous New Loans of the same Type and currency and, in the case of Eurodollar Loans, have the same Interest Period, made by each of the New Loan Lenders pursuant to Section 2.13.

“ New Loan Commitment Termination Date ” means, with respect to any Series of New Loans, the earlier to occur of (a) the date agreed by the Borrower and the New Lenders in respect of such Series as the commitment termination date of such Series, but in no event later than June 30, 2008, or (b) the date upon which the Loans become due and payable pursuant to Section 8.

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“ New Loan Commitments ” means as to each New Loan Lender, its obligation to (a) make New Loans to the Borrower pursuant to Section 2.13 and (b) purchase participations in Swing Line Loans, in an aggregate principal amount not to exceed the amount set forth in the Joinder Agreement pursuant to which such Lender becomes a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate New Loan Commitments of all New Loan Lenders shall not exceed $250,000,000 prior to the Term Loan Commitment Termination Date or, with respect to New Loan Commitments made after the Term Loan Commitment Termination Date, $500,000,000; provided , however , that in no event shall the aggregate amount of the Loans and Commitments at any time outstanding hereunder exceed $1,250,000,000.

“ New Loan Facility ” means, at any time, the aggregate amount of New Loan Lenders’ New Loan Commitments at such time.

“ New Loan Lender ” has the meaning specified in Section 2.13.

“ New Loan Note ” means a promissory note of the Borrower payable to any New Loan Lender or its registered assigns, in substantially the form of the Term Notes, with such changes as may be necessary or appropriate to reflect the terms and provisions of the New Loans, evidencing the aggregate Indebtedness of the Borrower to such New Loan Lender resulting from the New Loans made by such New Loan Lender.

“ Non-Consenting Lenders ” has the meaning specified in Section 3.07(c).

“ Note ” means the collective reference to the Term Notes, New Loan Notes and Swing Line Notes.

“ NPL ” means the National Priorities List under CERCLA.

“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower or any Subsidiary or Affiliate thereof party to any Loan Document arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower, any Subsidiary or Affiliate of the Borrower that is party to any Loan Document or any Subsidiary of any of the foregoing Persons of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Borrower under the Loan Documents (and of its Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Borrower, any Subsidiary or Affiliate of the Borrower that is party to any Loan Document or any Subsidiary of any of the foregoing Persons under any Loan Document and (b) the obligation of Borrower, any Subsidiary or Affiliate of the Borrower that is party to any Loan Document or any Subsidiary of any of the foregoing Persons to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Person.

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of

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formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Other Taxes ” has the meaning specified in Section 3.01(b).

“ Outstanding Amount ” means with respect to the Term Loans, New Loans and Swing Line Loans on any date, the aggregate amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, New Loans and Swing Line Loans, as the case may be, occurring on such date.

“ Participant ” has the meaning specified in Section 10.07(e).

“ Patriot Act ” has the meaning specified in Section 10.21.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

“ Permits ” means any and all franchises, licenses, leases, permits, concessions, subconcessions, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, rights of way, Liens and other rights, privileges and approvals required under any applicable Law.

“ Permitted Lien ” means each Lien permitted under Section 7.01.

“ Permitted Refinancing ” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) at the time thereof, no Event of Default shall have occurred and be continuing, and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(k) or 7.10(a), (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are

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not materially less favorable to the Borrower or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“ Permitted Subordinated Indebtedness ” shall mean Indebtedness of the Borrower that (a) does not mature, and is not subject to mandatory repurchase, redemption or amortization (other than pursuant to customary asset sale or change in control provisions requiring redemption or repurchase only if and to the extent then permitted by this Agreement), in each case, prior to the date that is six months after the Maturity Date, (b) is not secured by any assets of any Borrower or any Subsidiary, (c) is not exchangeable or convertible into any other Indebtedness of any Borrower or any Subsidiary or any preferred stock or other Equity Interest of any Subsidiary, (d) is subordinated to the obligations under the Loan Documents pursuant to a written instrument delivered containing terms reasonably acceptable to the Administrative Agent, (e) does not contain any financial maintenance covenants, (f) contains such other covenants and events of default, which, when taken as a whole, are no less favorable, to the Borrower in any material respect than the covenants and events of default herein, (g) so long as immediately after giving effect to any such Indebtedness, no Event of Default has occurred and is continuing and (h) is not guaranteed by any Subsidiary unless such Subsidiary had Guaranteed the Obligations pursuant to a guarantee in form and substance reasonably satisfactory to the Administrative Agent.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by DBTCA as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective as of the opening of business on the date such change is publicly announced as being effective. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually available.

“ Pro Rata Share ” means, (a) with respect to funding any Loans under a Facility, the payment of commitment fees with respect to a Facility, or the reduction of the Commitments under a Facility, or the buying of participations in any Swing Line Loans by the Lenders under a Facility, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility at such time and the denominator of which is the amount of the aggregate Commitments under the applicable Facility at such time, and (b) for all other purposes, including with respect to the voluntary or mandatory repayment or prepayment of any Loans, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Outstanding Amount of all Loans held by such Lender at such time and the denominator of which is the Total Outstandings at such time.

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“ Qualified Equity Interests ” means any Equity Interests that are not Disqualified Equity Interests.

“ Real Property ” means all real property owned or leased from time to time by any of the Borrower or any Subsidiary.

“ Register ” has the meaning set forth in Section 10.07(d).

“ Regulation U ” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Related Party ” means either (a) any 80% (or more) owned Subsidiary, heir, estate, lineal descendent or immediate family member of Mr. Wynn; or (b) any trust, corporation, partnership or other entity, the beneficiaries, equity holders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of Mr. Wynn and/or such other Persons referred to in the immediately preceding clause (a).

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“ Required Lenders ” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in Swing Line Loans being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Commitments; provided that the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Responsible Officer ” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of the Borrower or any Subsidiary or Affiliate of the Borrower that is a party to any Loan Document and, as to any document delivered on the Closing Date, any secretary or assistant secretary of the Borrower. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower or any Subsidiary or Affiliate of the Borrower that is a party to any Loan Document shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person party to such Loan Document and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Persons thereof) or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any Restricted Subsidiary.

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“ Restricted Subsidiary ” means each of Wynn Resorts Holdings, LLC, Wynn Group Asia, Inc., Wynn Resorts International, Ltd., Wynn Resorts (Macau) Holdings, Ltd., Wynn Resorts (Macau), Ltd. and any other entity designated by the Borrower as a Restricted Subsidiary so long as such entity is directly owned by the Borrower or another Restricted Subsidiary.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Securities Act ” means the Securities Act of 1933.

“ Series ” has the meaning specified in Section 2.13.

“ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ SPC ” has the meaning specified in Section 10.07(h).

“ Statutory Reserves ” means a fraction (expressed as a decimal), the numerator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) applicable on the interest rate determination date (expressed as a decimal) established by the Board and applicable to any member bank of the Federal Reserve System in respect of Eurocurrency Liabilities (as defined in Regulation D of the Board).

“ Stockholders Agreement ” means that certain Stockholders Agreement, dated as of April 11, 2002, by and among Mr. Wynn, Baron Asset Fund and Aruze USA, as in effect on the Closing Date and as amended from time to time.

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“ Substitute Lender ” has the meaning specified in Section 10.23(a).

“ Successful Syndication ” has the meaning specified in the Fee Letter.

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“ Supplemental Administrative Agent ” has the meaning specified in Section 9.12(a) and “Supplemental Administrative Agents” shall have the corresponding meaning.

“ Surplus Land ” means any land if (i) the structures on such land (if any) do not represent more than 25% of its value, or (ii) the present use of such land does not generate net income representing more than 5% of the net income of the Material Unrestricted Subsidiary owning such land.

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section 2.03.

“ Swing Line Lender ” means DBTCA, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“ Swing Line Loan ” has the meaning specified in Section 2.03(a).

“ Swing Line Note ” means a promissory note of the Borrower payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Swing Line Lender resulting from the Swing Line Loans made by such Swing Line Lender.

“ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.03(b), which, if in writing, shall be substantially in the form of Exhibit B.

“ Swing Line Sublimit ” means, at any given time, an amount equal to the lesser of (a) $150,000,000 and (b) the unused Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Term Loan Commitments and the New Loan Commitments.

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“ Syndication Agent ” means Bank of America, N.A., in its capacity as syndication agent with respect to the Facilities, together with any successor thereto.

“ Taxes ” has the meaning specified in Section 3.01(a).

“ Term Borrowing ” means a borrowing consisting of simultaneous Term Loans of the same Type and currency and, in the case of Eurodollar Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01.

“ Term Lender ” means, at any time, any Lender that has a Term Loan at such time.

“ Term Loan ” means a Loan made pursuant to Section 2.01.

“ Term Loan Commitment Period ” means the period from and including the Closing Date to the Term Loan Commitment Termination Date.

“ Term Loan Commitment Termination Date ” means the earlier to occur of (a) December 31, 2007 or (b) the date upon which the Loans become due and payable pursuant to Section 8.

“ Term Loan Commitments ” means as to each Term Lender, its obligation to (a) make Term Loans to the Borrower pursuant to Section 2.01 and (b) purchase participations in Swing Line Loans, in an aggregate principal amount not to exceed the amount set forth, and opposite such Lender’s name on Schedule 2.01 under the caption “Term Loan Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate Term Loan Commitments of all Term Lenders shall be $1,000,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“ Term Loan Facility ” means at any time, the aggregate amount of the Term Lenders’ Term Loan Commitments at such time.

“ Term Note ” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“ Threshold Amount ” means $100,000,000.

“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans.

“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Loan.

“ Unaudited Financial Statements ” means, the unaudited consolidated balance sheet and related statement of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2007, each of which shall have been prepared in accordance with GAAP.

“ United States ” and “ U.S. ” mean the United States of America.

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“ Unrestricted Subsidiary ” means each Subsidiary other than any Restricted Subsidiary.

“ U.S. Lender ” has the meaning set forth in Section 10.15(b).

“ Voting Stock ” means with respect to any Person as of any date, the Equity Interests of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

“ Wynn Las Vegas ” means Wynn Las Vegas, LLC, a Nevada limited liability company.

“ Wynn Las Vegas Credit Agreement ” means that certain Amended and Restated Credit Agreement, dated as of August 15, 2006, by and among Wynn Las Vegas, LLC, DBTCA, as administrative agent, and each of the lenders, banks and other financial institutions from time to time party thereto, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“ Wynn Macau Credit Agreement ” means, collectively, (i) that certain Common Terms Agreement Amendment Agreement, dated as of September 14, 2005, among Wynn Resorts Macau and certain financial institutions from time to time party thereto as lenders and agents, (ii) that certain Hotel Facility Agreement Amendment Agreement, dated as of September 14, 2005, among Wynn Resorts Macau, Societe Generale Asia Limited and certain other financial institutions party from time to time thereto, (iii) that certain Project Facility Agreement Amendment Agreement, dated as of September 14, 2005, among Wynn Resorts Macau, Societe Generale Asia Limited and certain other financial institutions party from time to time thereto and (iv) that certain Revolving Credit Facility Agreement Amendment Agreement, dated as of September 14, 2005, among Wynn Resorts Macau, Societe Generale Asia Limited and certain other financial institutions party from time to time thereto, in each case as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“ Wynn Resorts Macau ” means Wynn Resorts (Macau) S.A., a Macau corporation.

SECTION 1.02. Other Interpretive Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

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(iii) The terms “include,” “includes” and “including” are each by way of example and not limitation and shall be deemed to be followed by the phrase “without limitation.”

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(e) The words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all rights and interests in tangible and intangible assets and properties of any kind whatsoever, whether real, personal or mixed, including cash, securities, Equity Interests, accounts and contract rights.

SECTION 1.03. Accounting Terms . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

SECTION 1.04. Rounding . Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05. References to Agreements, Laws, Etc . Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

SECTION 1.06. Times of Day . Unless otherwise specified, all references herein to times of day shall be references to the time of day in New York, New York (daylight savings or standard, as applicable).

SECTION 1.07. Timing of Payment of Performance . When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

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ARTICLE II

The Commitments and Credit Extensions

SECTION 2.01. Subject to the terms set forth herein, each Term Lender severally agrees to make term loans (“ Term Loans ”) to the Borrower on any Business Day during the Term Loan Commitment Period in an aggregate principal amount not to exceed the amount of the Term Loan Commitment of such Lender; provided that no Term Loans shall be made if after the making of such Loan the Total Outstandings, excluding the Outstanding Amount of any New Loans, would exceed $1,000,000,000 or, if less, the aggregate amount of the Term Loan Commitments. Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.02. Term Loans borrowed and subsequently repaid or prepaid may not be reborrowed.

SECTION 2.02. Borrowings, Conversions and Continuations of Loans . (a) Each Term Borrowing, each New Loan Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Loans shall be made upon the Borrower’s delivery of an irrevocable Borrowing Notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:30 p.m. (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Loans or any conversion of Base Rate Loans to Eurodollar Loans, and (ii) one (1) Business Day before the requested date of any Term Borrowing or New Loan Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of Term Loans shall be in a minimum amount of $20,000,000 or a whole multiple of $1,000,000 in excess thereof and each Borrowing of any Series of New Loans shall be in an amount agreed upon with the New Loan Lender in respect of such New Loans. Each conversion to or continuation of Eurodollar Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Borrowing Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a New Loan Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Borrowing Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Loans in any such Borrowing Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Borrowing Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each applicable Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of each Term Borrowing or New Loan Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Borrowing Notice. Upon satisfaction of the applicable conditions set forth in

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Section 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds (including to any Cash Collateral Account at the request of the Borrower or otherwise in accordance with the terms hereof), in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided , that if on the date of a Term Borrowing or New Loan Borrowing there are Swing Line Loans outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Swing Line Loans, and second, to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurodollar Loans.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Loans upon determination of such interest rate. The determination of the Adjusted LIBO Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the Prime Rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

SECTION 2.03. Swing Line Loans . (a)  The Swing Line . Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “ Swing Line Loan ”) to the Borrower from time to time on any Business Day (other than the Closing Date) from the Closing Date and until the Business Day preceding the Term Loan Commitment Termination Date or, if applicable, any New Loan Commitment Termination Date, in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, provided that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and provided further that (i) no Swing Line Loans shall be made if after the making of such Loan the Total Outstandings hereunder would exceed (A) $1,000,000,000 less (B) the amount of Term Loan Commitments that have terminated or expired, plus (C) the aggregate amount of any New Loans and New Loan Commitments and (ii) no Swing Line Loan shall be made in an amount exceeding the outstanding and unfunded Commitments hereunder at such time. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.03, prepay under Section 2.04 and re-borrow under this Section 2.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan by the Swing Line Lender, each other Lender under a Facility required to buy participations in such Swing Line Loan pursuant to Section 2.03(d)(v) shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

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(b) Borrowing Procedures . Each Swing Line Borrowing shall be made upon the Borrower’s delivery of an irrevocable Swing Line Loan Notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:30 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing and if by telephone with written notice to follow promptly thereafter) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the provisos to the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in the applicable Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(c) Following receipt of a Swing Line Loan Notice, the Administrative Agent shall promptly notify each Lender thereof and of the amount of its Pro Rata Share of any Swing Line Loans to be made pursuant to such Swing Line Loan Notice and repaid by Loans pursuant to clause (d) below.

(d) Repayment of Swing Line Loans .

(i) On the first Business Day immediately following the day on which any Swing Line Loan is made, the entire principal amount of outstanding Swing Line Loans shall be repaid by Base Rate Loans (other than Swing Line Loans). In furtherance thereof, upon delivery of any Swing Line Loan Notice, the Borrower shall also submit (and, if it fails to so submit, shall be deemed to have submitted) a Borrowing Notice for the Borrowing of Base Rate Loans (other than Swing Line Loans) on the next Business Day in an amount equal to the amount to be borrowed pursuant to such Swing Line Loan Notice. Each Lender shall make an amount equal to its Pro Rata Share of the amount specified in the applicable Borrowing Notice delivered (or deemed delivered) to the Administrative Agent available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on such day, whereupon each Lender that so makes funds available shall be deemed to have made a Base Rate Loan under its Commitments to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing in accordance with Section 2.03(d)(i), the Swing Line Lender shall be deemed to have requested that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.03(d)(i) shall be deemed payment in respect of such participation.

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(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(d) by the time specified in Section 2.03(d)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Lender’s obligation to make Base Rate Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.03(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Loans pursuant to this Section 2.03(d) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein

(v) For the avoidance of doubt, all Borrowings of Loans to refinance Swing Line Loans, and all fundings of risk participations in Swing Line Loans, shall be made first from Term Loans and at such time as the Term Loan Commitments have been fully utilized, from New Loans.

(e) Repayment of Participations .

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender.

(f) Interest for Account of Swing Line Lender . The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Pro Rata Share of Base Rate Loans or Pro Rata Share of the risk participation pursuant to this Section 2.03 to refinance any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

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(g) Payments Directly to Swing Line Lender . The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

SECTION 2.04. Prepayments .

(a) Optional .

(i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 12:30 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued and unpaid interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.04(a) shall be paid to the Lenders in accordance with their respective Pro Rata Shares.

(ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.04(a) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

(b) Mandatory .

(i) (A) If the Borrower or any Restricted Subsidiary Disposes of any property or assets (other than in a Disposition of Intellectual Property not prohibited hereunder), which in the aggregate results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause the Loans to be prepaid, on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.04(b)(i)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.04(b)(i)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);

(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition involving the sale of Equity Interests in any Subsidiary of the Borrower), the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (including, without limitation, Investments in its Subsidiaries) within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof,

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within one hundred eighty (180) days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default was continuing) and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election or if any Net Cash Proceeds are not reinvested by the expiration of the relevant time periods set forth above, an amount equal to any such Net Cash Proceeds shall be applied to the prepayment of the Loans as set forth in this Section 2.04 within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested or the expiration of such time periods.

(ii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.03, the Borrower shall cause Loans to be prepaid in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.

(iii) If for any reason the Total Outstandings at any time exceeds the Aggregate Commitments then in effect, the Borrower shall promptly prepay, or cause to be promptly prepaid, Loans in an aggregate amount equal to such excess.

(iv) If any Subsidiary (other than any Restricted Subsidiary) of the Borrower or the Restricted Subsidiaries makes any dividend or distribution (in each case, whether in cash or Cash Equivalents) with respect to any Equity Interests in such Subsidiary, or any other payment on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Borrower or any Restricted Subsidiary, or makes an advance or loan to the Borrower or any Restricted Subsidiary, then the Borrower shall cause Loans to be prepaid in an amount equal to 50% of such dividends, distributions and loans on or prior to the date which is five (5) Business Days after the receipt thereof; provided that any proceeds from any Excluded Distributions shall not be required to be so repaid.

(v) Each prepayment of Loans pursuant to this Section 2.04(b) shall be paid to the Lenders in accordance with their respective Pro Rata Shares.

(vi) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made pursuant to this Section 2.04 at least three (3) Business Days prior to the date of such prepayment (except in the case of prepayments to be made pursuant clause (iii) above, which shall be made promptly after, or concurrently with, the delivery of such notice). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice and of such Lender’s Pro Rata Share of the prepayment, which shall be pro rata across all Facilities.

(c) Funding Losses, Etc . All prepayments under this Section 2.04 shall be made together with, in the case of any such prepayment of a Eurodollar Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of this Section 2.04, so long as no Event of Default shall have occurred and be continuing (unless agreed to by the Administrative Agent), if any prepayment of Eurodollar Loans

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is required to be made under Section 2.04(b), other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower) to apply such amount to the prepayment of such Loans in accordance with Section 2.04(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower) to apply such amount to the prepayment of the outstanding Loans in accordance with Section 2.04(b).

(d) Notwithstanding anything herein to the contrary, in the event that, prior to the first anniversary of the Closing Date, (i) any amendment, amendment and restatement or other modification of this Agreement is entered into or (ii) any voluntary prepayment of all, but not less than all, of the Term Loans is made with the proceeds of Indebtedness (other than Indebtedness incurred through a debt or equity securities offering) (which voluntary prepayment shall be deemed to have been made even if a portion of the Term Loans are replaced, converted re-evidenced with, into or by such Indebtedness so long as all, but not less than all, of the Term Loans are so prepaid), in connection with which, in the case of either clause (i) or clause (ii), the Applicable Rate with the respect to the Term Loans is decreased (or the interest rate applicable to such Indebtedness is lower than the interest rate applicable to the Term Loans), the Borrower shall pay to each holder of a Term Loan, concurrently with such amendment, amendment and restatement or other modification of this Agreement or such voluntary prepayment, a prepayment fee equal to 1% of the aggregate principal amount of Term Loans then outstanding. Notwithstanding the foregoing, no such fee shall be payable if the incurrence of such Indebtedness and prepayment of the Loans are part of another material transaction or series of related material transactions the primary purpose of which is not the refinancing of the Term Loans. For the avoidance of doubt, no such fee shall be payable in connection with (i) any prepayment from the proceeds of the issuance of a debt or equity securities offering or (ii) any prepayment from the proceeds of debt with an interest rate that is equal to or higher than that applicable to the Term Loans.

SECTION 2.05. Termination or Reduction of Commitments . (a)  Optional . The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments, or from time to time permanently reduce the unused Term Loan Commitments or New Loan Commitments (but the amount of any such Commitment reduction shall not (except as set forth in clause (iii) below) be applied to the Swing Line Sublimit unless otherwise specified by the Borrower); provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and (iii) if after giving effect to any reduction of the Commitments, the Swing Line Sublimit exceeds the sum of the unused Commitments under the Term Loan Facility and New Loan Facility, such Swing Line Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

(b) Application of Commitment Reductions; Payment of Fees . The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Swing Line Sublimit or the unused Term Loan Commitments or New Loan Commitments under this Section 2.05. Upon any reduction of unused Term Loan Commitments, the Commitment of each Term Lender shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of Commitments of any Lender as provided in Section 3.07). Upon any reduction of any unused New Loan Commitments, the Commitment each New Loan Lender shall be reduced by such Lender’s Pro Rata Share of the amount by which

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such Commitments are reduced (other than the termination of Commitments of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of any Commitments shall be paid on the effective date of such termination.

SECTION 2.06. Repayment of Loans . (a) Generally . The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders on the Maturity Date the aggregate principal amount of all of its Loans outstanding on such date.

(b) Swing Line Loans . The Borrower shall repay each Swing Line Loan on the date that is one (1) Business Day after such Loan is made.

SECTION 2.07. Interest . (a) Subject to the provisions of Section 2.07(b), (i) each Eurodollar Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) The Borrower shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.08. Fees .

(a) Commitment Fee – Term Loans . The Borrower shall pay to the Administrative Agent for the account of each Term Lender in accordance with its Pro Rata Share, a commitment fee equal to 0.500% per annum times the actual daily amount by which the aggregate Term Loan Commitment exceeds the Outstanding Amount of Term Loans; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; provided , further , that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall accrue at all times from the date hereof until the Term Loan Commitment Termination Date, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower, commencing with the first such date to occur after the Closing Date, and on the Term Loan Commitment Termination Date.

(b) Commitment Fee – New Loans . The Borrower shall pay to the Administrative Agent for the account of each New Loan Lender in accordance with its Pro Rata Share, a commitment fee equal to 0.500% per annum times the actual daily amount by which the aggregate New Loan Commitment exceeds the Outstanding Amount of New Loans; provided that any commitment fee accrued

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with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; provided , further , that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall accrue at all times from the date hereof until the New Loan Commitment Termination Date, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each fiscal quarter of the Borrower, commencing with the first such date to occur after the Closing Date, and on the New Loan Commitment Termination Date.

(c) Other Fees . The Borrower shall pay to the Agents and the Lead Arrangers the fees set forth in the Fee Letter and such other fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent or Lead Arranger, as the case may be).

SECTION 2.09. Computation of Interest and Fees . All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate shall be made on the basis of a year of three hundred and sixty-five (365) days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.10. Evidence of Indebtedness . (a) Each Borrowing shall be evidenced by one or more accounts or records maintained by each Lender making Loans thereunder and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Borrowing and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Note, New Loan Note or Swing Line Note, as the case may be, payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.10(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

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(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.10(a), and by each Lender in its account or accounts pursuant to Sections 2.10(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

SECTION 2.11. Payments Generally . (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. All payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause paym