|
Exhibit
10.3
FOURTH
AMENDMENT
TO MASTER DISBURSEMENT
AGREEMENT
THIS FOURTH AMENDMENT TO
MASTER DISBURSEMENT AGREEMENT (this “ Amendment
”) is made and entered into as of August 15, 2006, by
and among WYNN LAS VEGAS, LLC, a Nevada limited liability company
(the “ Company ”), DEUTSCHE BANK TRUST COMPANY
AMERICAS, as the Bank Agent (the “ Bank Agent
”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the
Disbursement Agent (the “ Disbursement Agent ”),
with respect to the following:
Recitals
A. Disbursement
Agreement . The undersigned are parties to that certain Master
Disbursement Agreement, dated as of December 14, 2004 (as
amended by that certain First Amendment to Master Disbursement
Agreement, dated as of April 26, 2005, as amended by that certain
Second Amendment to Master Disbursement Agreement, dated as of
June 29, 2005, as amended by that certain Third Amendment to
Master Disbursement Agreement, dated as of March 15, 2006, and
as further amended, amended and restated, supplemented or otherwise
modified from time to time, the “ Disbursement
Agreement ”), among the Company, the Bank Agent, U.S.
Bank National Association, as the indenture trustee (the “
Indenture Trustee ”), and the Disbursement Agent. The
defined terms used herein and not otherwise defined herein shall
have the meanings given in the Disbursement Agreement.
B. Right to Amend
Disbursement Agreement Without Consent of Indenture Trustee .
The Bank Agent, the Disbursement Agent and the Company have the
right to amend the Disbursement Agreement as set forth herein
without the Indenture Trustee’s consent.
C. Amendment . The
undersigned desire to amend the Disbursement Agreement to reflect
certain agreements of the parties hereto, all as more particularly
set forth herein.
Agreement
NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein
contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
undersigned agree as follows:
1. AMENDMENTS
.
a. Exhibit A . Exhibit
A to the Disbursement Agreement is hereby amended by:
(i) Deleting the definition
of “Amendment Date” in its entirety and replacing it
with the following:
“Amendment Date”
means March 15, 2006.”
(ii) Deleting the definition
of “Bank Credit Agreement” in its entirety and
replacing it with the following:
“Bank Credit
Agreement” means that certain Credit Agreement, dated as of
December 14, 2004, among the Company, the Bank Agent, Deutsche Bank
Securities Inc., as lead arranger and joint book-running manager,
Bank of America, N.A., as syndication agent, Banc of America
Securities LLC, as joint book-running manager, Bear Stearns
Corporate Lending, Inc., as joint documentation agent, Bear,
Stearns & Co. Inc., as arranger and joint book-running
manager, JPMorgan Chase Bank, N.A., as joint documentation agent,
J.P. Morgan, Securities Inc., as arranger and joint book-running
manager, Societe Generale, as joint documentation agent, SG
Americas Securities, LLC, as arranger and joint book-running
manager, and the Bank Lenders, as amended and restated by that
certain Amended and Restated Credit Agreement, dated as of August
15, 2006, and as further amended, amended and restated,
supplemented or otherwise modified from time to time, or any
permitted refinancings thereof.”
(iii) Deleting the definition
of “Disbursement Agreement” in its entirety and
replacing it with the following:
“Disbursement
Agreement” means that certain Master Disbursement Agreement,
dated as of December 14, 2004, among the Company, the Bank
Agent, the 2014 Notes Indenture Trustee and the Disbursement Agent,
as amended by that certain First Amendment to Master Disbursement
Agreement, dated as of April 26, 2005, as amended by that certain
Second Amendment to Master Disbursement Agreement, dated as of
June 29, 2005, as amended by that certain Third Amendment to
Master Disbursement Agreement, dated as of March 15, 2006, as
amended by that certain Fourth Amendment to Master Disbursement
Agreement, dated as of August 15, 2006, and as further
amended, amended and restated, supplemented or otherwise modified
from time to time.”
(iv) Deleting the definition
of “Phase I Excess Cash Flow Credit Amount” in its
entirety and inserting the following definition immediately prior
to the definition of “Exhausted”:
“Excess Cash Flow
Credit Amount” means, at any given time from and after the
Phase II Approval Date, the sum of (1) the sum of all dollar
amounts included under the column “Excess Cash Flow”
for the then-current calendar quarter and all ensuing calendar
quarters (or any portion thereof) prior to the Phase II Scheduled
Opening Date included in the Projected Excess Cash Flow Schedule,
plus (2) the lesser of: (x) the sum of all dollar
amounts included under the column “Excess Cash Flow”
from the calendar quarter (or portion thereof) occurring from and
after the Phase II Scheduled Opening Date and all ensuing calendar
quarters prior to the then-anticipated Phase II Project Final
Completion Date included in the Projected Excess Cash Flow Schedule
and (y) the Remaining Costs with respect to the Phase II
Project then anticipated to become due and payable from and after
the Phase II Scheduled Opening Date.
2
To the extent required, the
Excess Cash Flow attributable to any calendar quarter shall be
pro-rated based on the number of days in such quarter (subject, if
necessary, to adjustment to reflect whether the Phase II Opening
Date has occurred at such time)”.
(v) Deleting the definition
of “Phase I Projected Cash Flow” in its entirety and
inserting the following definition immediately prior to the
definition of “Project Intended Uses”:
“Projected Excess Cash
Flow Schedule” means the schedule of projected “Excess
Cash Flow” (as such term is defined in the Bank Credit
Agreement) reasonably antic
|
