Preview
Full Doc
 | 2003 |
Telecommunications Services and Disbursement Agreement
Telecommunications Services and Disbursement Agreement (30K)
Doc #161647: Click preview link for longer preview.
TELECOMMUNICATIONS SERVICES AND DISBURSEMENT AGREEMENT
THIS TELECOMMUNICATIONS SERVICES AGREEMENT (hereinafter Agreement or TSD) is entered into on November 12th, 2002 (the Effective Date), between:
YAK Communications (Canada), Inc a Canadian corporation having a business address at 55 Town Centre Court, #610, Scarborough, Ontario, Canada M1P 4X4 (hereinafter YAK); and
DIGITAL WAY S.A., a Peruvian corporation having a business address at Los Rosales 285 of 401, San Isidro, Peru (hereinafter DWSA); collectively referred to as the Parties individually, a Party.
WITNESSETH:
WHEREAS, YAK is a provider of international telecommunications services and specializes in the casual calling dial-around business;
WHEREAS, DWSA desires to purchase certain telecommunications services provided by YAK and YAK desires to provide certain telecommunications services to DWSA, all as more fully described below, subject to the terms and conditions contained herein; and
WHEREAS, the Parties will enter into that certain Commercial Services and Marketing Agreement (CSM) on the Effective Date to promote the Services, as defined below and is made a part of this agreement by reference;
NOW THEREFORE, the Parties, in consideration of the mutual covenants and agreements hereinafter set forth, agree as follows:
1. DESCRIPTION OF SERVICES
1.1. YAK, shall provide telecommunications services to DWSA to route DWSAs international telecommunications traffic to and from various destinations around the world and to provide ANI validation, electronic billing records, and transportation to Local Exchange Carriers (LECs), as more particularly described in attached hereto as Exhibit A (the YAK Services). Where applicable, the YAK Services shall be hereinafter referred to as the Services. Additional services may be added from time to time to this Agreement upon terms and conditions to be mutually agreed upon by the Parties and may be included by adding an amended Exhibit A to this Agreement.
1.2. The destinations offered by YAK for providing the Services attached hereto as Exhibit B (the YAK Destinations), which Destinations may be amended from time to time by YAK by providing DWSA with prior written notice. Where applicable, the YAK Destinations are hereinafter referred to as the Destinations. Service shall be provided pursuant to this Agreement as supplemented by tariffs, where applicable, (including tariff revisions) filed by YAK with the United States Federal Communications Commission for international service
(Tariffs). In the event of any conflict between this Agreement and any tariff this Agreement shall control. Additionally, the rates for Service set forth in this Agreement shall prevail in all cases, and such rates shall only be subject to change as provided in this paragraph.
2. TERM
2.1. This Agreement shall commence on the Effective Date and shall continue for an initial term (Term) of five years and it shall be concurrent with the Commercial Services and Marketing Agreement which is made a part of this Agreement by reference. Thereafter this Agreement shall remain in effect for an additional five (5) one (1) year terms unless terminated by either Party for cause, by providing a written notice to the other Party 90 days prior to each termination date.
2.2. Each of the Parties shall initiate a series of tests for the Service to ensure optimum performance of the network in accordance with the testing schedule attached hereto as Exhibit C (the Testing Schedule).
2.3. YAK shall endeavor to provide the YAK Services on the date of completion of the tests (the Service Date), and each Party shall notify the other Party when such testing for service is completed in accordance with the Testing Schedule (the Ready for Service Notice).
3. OPERATIONAL AND COMMERCIAL MATTERS
3.1. The point of interconnection with DWSA for the provision of YAK Services by YAK shall be at the 60 Hudson Street, New York, NY, (the YAK Interconnection Location). DWSA shall be responsible to procure and maintain, all necessary E-ls, switching and multiplexer equipment to be located in the DWSA Interconnection Location to provide voice compression and decompression plus International Direct Distance Dialing. This equipment shall remain the property, of DWSA. DWSA agrees to provide and be responsible for the operation and maintenance of the Equipment at such local facility and shall provide 7 days and 24 hours of facility management and maintenance at the DWSA Location (the DWSA Interconnection Location). This equipment shall remain the property of DWSA.
3.2. YAK shall be responsible to procure, at its own expense, all necessary, switching and multiplexer equipment to be located in the YAK Interconnection Location to provide voice compression and decompression plus International Direct Distance Dialing. This equipment shall remain the property of YAK. YAK shall provide 7 days and 24 hours of facility management and maintenance at the YAK Location.
3.3. The cost of a link will be funded from the initial working capital referenced in 3b of the CSM. The Parties shall coordinate the management of their respective system facilities, with each Party being responsible for providing and operating, at its own expense, its respective network facilities. The Parties also shall interface on a 24 hours/7 days a week basis to assist each other with the isolation and repair of any facility faults in their respective networks, and with the identification investigation and mitigation of real time traffic flow problems to/from any service destination.
161647
| | Digital Way S.A.
|
Preview
Full Doc
| 2002 |
Master Disbursement Agreement
Master Disbursement Agreement (660K)
Doc #390347: Click preview link for longer preview.
THIS MASTER DISBURSEMENT AGREEMENT (the "Agreement"), dated as of October 30, 2002, is entered into by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company ("Wynn Las Vegas"), WYNN LAS VEGAS CAPITAL CORP., a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST COMPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the initial Disbursement Agent.
RECITALS
A. The Project. The Company proposes to develop, construct and operate the Le Rve Casino Resort, a hotel and casino resort, with related parking structure and golf course facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc., as joint documentation agent, Dresdner Bank AG, New York and Grand Cayman Branches, as arranger and joint documentation agent, JP Morgan Chase Bank, as joint documentation agent and the Bank Lenders have entered into the Bank Credit Agreement pursuant to which the Bank Lenders have agreed, subject to the terms thereof and hereof, to provide certain revolving loans to Wynn Las Vegas in an aggregate principal amount not to exceed $750,000,000 and certain delay draw term loans to Wynn Las Vegas in an aggregate principal amount not to exceed $250,000,000, as more particularly described therein and herein. Of the Bank Revolving Facility amount, $747,000,000 is intended to finance Project Costs as more particularly described therein and herein. Valvino, Wynn Resorts Holdings and certain other guarantors have, pursuant to the Bank Guarantee and Collateral Agreement, guaranteed the obligations of Wynn Las Vegas under the Bank Credit Agreement.
C. Second Mortgage Notes Indenture. Concurrently herewith, Wynn Las Vegas, Capital Corp., certain guarantors signatory thereto (including Valvino and Wynn Resorts Holdings) and the Indenture Trustee have entered into the Second Mortgage Notes Indenture pursuant to which Wynn Las Vegas and Capital Corp. will issue the Second Mortgage Notes due 2010 to finance Project Costs, as more particularly described therein and herein.
D. FF&E Facility Agreement. Concurrently herewith, the Company, the FF&E Agent, and the FF&E Lenders have entered into the FF&E Facility Agreement pursuant to which the FF&E Lenders have agreed, subject to the terms thereof and hereof, to provide certain loans in an aggregate principal amount not to exceed $188,500,000 to finance acquisition and installation costs for the FF&E Component, as more particularly described therein and herein.
E. Intercreditor Agreements. Concurrently herewith, (i) the Bank Agent (acting on behalf of itself and the Bank Lenders) and the Indenture Trustee (acting on behalf of itself and the Second Mortgage Note Holders) have entered into the Project Lenders Intercreditor Agreement and (ii) the Bank Agent (acting on behalf of itself and the Bank Lenders), the Indenture Trustee (acting on behalf of itself and the Mortgage Note Holders) and the FF&E Agent (acting on behalf of itself and the FF&E Lenders) have entered into the FF&E Intercreditor Agreement, pursuant to each of which the parties thereto have set forth certain intercreditor provisions, including the priority of the liens, the method of decision making among the Lenders party thereto, the arrangements applicable to actions in respect of approval
1
rights and waivers, the limitations on rights of enforcement upon default and the application of proceeds upon enforcement.
F. Completion Guaranty. Concurrently herewith, the Completion Guarantor has executed in favor of the Bank Agent (acting on behalf of the Bank Lenders) and the Indenture Trustee (acting on behalf of the Second Mortgage Note Holders) the Completion Guaranty pursuant to which the Completion Guarantor has agreed, subject to the terms and limitations thereof, to guaranty completion of the Project and payment by the Company of certain Project Costs.
G. Purpose. The parties are entering into this Agreement in order to set forth, among other things, (a) the mechanics for and allocation of the Company's requests for Advances under the various Facilities and from the Company's Funds Account, (b) the conditions precedent to the Closing Date, to the initial Advance and to subsequent Advances, (c) certain common representations, warranties and covenants of the Company in favor of the Funding Agents and the Lenders and (d) the common events of default and remedies.
AGREEMENT
NOW, THEREFORE, in consideration of the Bank Agent, the Indenture Trustee, the Disbursement Agent, the FF&E Agent and the other Secured Parties entering into the respective Facility Agreements and Financing Agreements, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1.
DEFINITIONS; RULES OF INTERPRETATION
1.1. Definitions. Except as otherwise expressly provided herein, capitalized terms used in this Agreement and its exhibits shall have the meanings given in Exhibit A hereto. To the extent such terms are defined by reference to the Financing Agreements, such terms shall continue to have their original definitions notwithstanding any termination, expiration or amendment of such agreements unless each of the parties hereto is a signatory to any such amendment, in which case all references herein shall be to such terms or provisions as so amended.
1.2. Rules of Interpretation. Except as otherwise expressly provided herein, the rules of interpretation set forth in Exhibit A hereto shall apply to this Agreement.
1.3. Conflict with a Facility Agreement. This Agreement and each of the Facility Agreements is being drafted concurrently and are each intended to cover the respective matters specifically set forth therein. In the case of any express conflict between the terms of this Agreement and the terms of any Facility Agreement, the terms of this Agreement shall control.
ARTICLE 2.
FUNDING
2.1. Representations Regarding Project Status. The parties hereto acknowledge that prior to the date hereof, the Company has entered into certain Contracts in respect of the Project and has incurred and paid for certain Project Costs. In order to account for such costs for purposes of the funding procedures and mechanics set forth herein, the Company has certified and made certain representations in the Company's Closing Certificate as to various facts pertaining to the status of the Project, including, without limitation, the work performed, the Contracts entered into and the Project Costs incurred to date. The Company has further represented that the Project Budget attached hereto as Exhibit H-1, the Summary Anticipated Cost Report attached hereto as Exhibit H-2, the Monthly
390347
|
Wynn Resorts
As referenced in this Master Disbursement Agreement:
Wynn Resorts, Limited – 227,610) has been irrevocably and unconditionally contributed to Wynn Las Vegas and deposited into the Company's Funds Account and (d) net proceeds of the initial public offering of Wynn Resorts, Limited in the amount of Three Hundred Ninety Million Four Hundred Sixty Five Thousand Three Hundred Fifty Dollars ($390,465,350) has been irrevocably and unconditionally contributed to Wynn Las
_____________
Wynn Resorts, Limited – of its Subsidiaries of any material part of its business or property except any Disposition in connection with the transactions contemplated by the initial public offering of the stock of Wynn Resorts, Limited or the Operative Documents.
4.7.2 Since December 31, 2001, there has been no development or event that has or could reasonably be expected to have a Material
_____________
Wynn Resorts, Limited – the Code which is not exempt under Section 408 of ERISA or under Section 4975(d) of the Code.
4.21 Subsidiaries and Beneficial Interest. As of the Closing Date, Wynn Resorts, Limited is the sole member of Valvino. As of the Closing Date, the direct Subsidiaries of Valvino and each other Loan Party are shown on Exhibit AA and neither Valvino
_____________
Wynn Resorts, Limited – i) Valvino is the sole member of Wynn Resorts Holdings, and as such, Valvino has the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited , a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and
_____________
Wynn Resorts, Limited – the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited, a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and Wynn Resorts Holdings.
4.22 Labor Disputes and Acts of God. Neither the business nor
_____________
dt 1413183
;
 BofA Securities
As referenced in this Master Disbursement Agreement:
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – constitute Project Costs shall be disregarded for purposes of calculating whether the Project is In Balance.
"Representatives of the Underwriters" means Deutsche Bank Securities, Inc., Bear Stearns & Co. Inc., Banc of America Securities LLC and Dresdner Kleinwort WassersteinGrantchester, Inc.
"Required Completion Amount" has the meaning given in Section 2.9(a) of the Disbursement Agreement.
"Required Contractor Certificates" means, with respect to each
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
dt 1355138
;
BofA
As referenced in this Master Disbursement Agreement:
Bank of America, N.A. – Credit Agreement.
"Bank Fee Letter" the Amended and Restated Credit Facilities Fee Letter, dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Bank Golf Course Deed of Trust" means that certain Deed of Trust dated as
_____________
Bank of America, N.A. – any other collateral account agreement entered into on or after the Closing Date granting any one or more of the Lenders a security interest in any account.
"Collateral Agent" means Bank of America, N.A. in its capacity as collateral agent under the Collateral Agency Agreement and its successors in such capacity.
"Collateral Agency Agreement" means that certain Collateral Agency Agreement dated as of
_____________
Bank of America, N.A. – applicable Facility Agreement.
"Commitment Letter" means that certain Amended and Restated Commitment Letter dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Company" means Wynn Las Vegas, Capital Corp. and Wynn Design, jointly and severally.
"Company
_____________
Bank of America, N.A. – operating costs of the "preview center" at the Site shall constitute Operating Costs at all times.
"Operative Documents" means the Financing Agreements and the Project Documents.
"Original Aircraft Lender" means Bank of America, N.A.
"Outside Completion Deadline" means September 30, 2005.
"Outstanding Releases" has the meaning given in Section 3.3.7 of the Disbursement Agreement.
23
"Palo" means Palo, LLC, a Delaware
_____________
Bank of America, N.A. – Secured Parties.
"Securities Intermediary" means Deutsche Bank Trust Company Americas in its capacity as securities intermediary under the Company Collateral Account Agreements and the Completion Guaranty Collateral Account Agreements and Bank of America, N.A. in its capacity as securities intermediary under the Local Account Company Collateral Account Agreements and the FF&E Local Company Collateral Account Agreement, in each case, and its
_____________
dt 1554115
;
|
Deutsche Bank
As referenced in this Master Disbursement Agreement:
Deutsche Bank Securities, Inc – facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities Inc – Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715
If to the Bank Agent:
Deutsche Bank Trust Company Americas
c/o Deutsche Bank Securities Inc .
200 Crescent Court, Suite 550
Dallas, TX 75201
Attn: Gerard Dupont
Telephone No.: (214) 740-7913
Facsimile No.: (214) 740-7910
77
If to the Indenture Trustee:
Wells Fargo
_____________
Deutsche Bank Securities, Inc – its successors in such capacity.
"Bank Agent Fee Letter" means that certain Second Amended and Restated Administrative Agent Fee Letter dated as of October 30, 2002 among Wynn Las Vegas, Deutsche Bank Securities, Inc . and the Bank Agent.
"Bank Company Collateral Account Agreement" means that certain Bank Company Collateral Account Agreement dated as of October 30, 2002 among the Company, the Bank Agent,
_____________
Deutsche Bank Securities, Inc – Bank Agent, the Disbursement Agent and the Securities Intermediary.
"Bank Credit Agreement" means that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities, Inc – disbursement agent under the Disbursement Agreement and its successors in such capacity.
"Disbursement Agent Fee Letter" means that certain Disbursement Agent Fee Letter dated October 30, 2002 among the Company, Deutsche Bank Securities, Inc . and the Disbursement Agent.
"Disbursement Agreement" means that certain Master Disbursement Agreement dated as of October 30, 2002 among the Company, the Bank Agent, the Indenture Trustee, the FF&
_____________
dt 1376058
;
DB Trust
As referenced in this Master Disbursement Agreement:
DEUTSCHE BANK TRUST CO – this document
Exhibit 10.1
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK
_____________
DEUTSCHE BANK TRUST CO – BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.DEFINITIONS; RULES OF INTERPRETATION
2
1.1
Definitions
2
1.2
Rules of Interpretation
2
1.3
Conflict
_____________
DEUTSCHE BANK TRUST CO – a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent,
_____________
DEUTSCHE BANK TRUST CO – AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Disbursement Agent.
RECITALS
A. The Project. The Company proposes to develop, construct and operate the Le Rve Casino Resort, a hotel and casino resort, with
_____________
Deutsche Bank Trust Co – be disregarded for purposes of this sentence.
2.3 Company Accounts.
2.3.1 Company's Funds Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Co mpany Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all
_____________
dt 1390671
|
Preview
Full Doc
| 2002 |
Master Disbursement Agreement
Master Disbursement Agreement (660K)
Doc #390386: Click preview link for longer preview.
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.?DEFINITIONS; RULES . . .
390386
|
Wynn Resorts
As referenced in this Master Disbursement Agreement:
Wynn Resorts, Limited – 227,610) has been irrevocably and unconditionally contributed to Wynn Las Vegas and deposited into the Company's Funds Account and (d) net proceeds of the initial public offering of Wynn Resorts, Limited in the amount of Three Hundred Ninety Million Four Hundred Sixty Five Thousand Three Hundred Fifty Dollars ($390,465,350) has been irrevocably and unconditionally contributed to Wynn Las
_____________
Wynn Resorts, Limited – of its Subsidiaries of any material part of its business or property except any Disposition in connection with the transactions contemplated by the initial public offering of the stock of Wynn Resorts, Limited or the Operative Documents.
4.7.2 Since December 31, 2001, there has been no development or event that has or could reasonably be expected to have a Material
_____________
Wynn Resorts, Limited – the Code which is not exempt under Section 408 of ERISA or under Section 4975(d) of the Code.
4.21 Subsidiaries and Beneficial Interest. As of the Closing Date, Wynn Resorts, Limited is the sole member of Valvino. As of the Closing Date, the direct Subsidiaries of Valvino and each other Loan Party are shown on Exhibit AA and neither Valvino
_____________
Wynn Resorts, Limited – i) Valvino is the sole member of Wynn Resorts Holdings, and as such, Valvino has the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited , a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and
_____________
Wynn Resorts, Limited – the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited, a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and Wynn Resorts Holdings.
4.22 Labor Disputes and Acts of God. Neither the business nor
_____________
dt 1413208
;
BofA Securities
As referenced in this Master Disbursement Agreement:
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – constitute Project Costs shall be disregarded for purposes of calculating whether the Project is In Balance.
"Representatives of the Underwriters" means Deutsche Bank Securities, Inc., Bear Stearns & Co. Inc., Banc of America Securities LLC and Dresdner Kleinwort WassersteinGrantchester, Inc.
"Required Completion Amount" has the meaning given in Section 2.9(a) of the Disbursement Agreement.
"Required Contractor Certificates" means, with respect to each
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
dt 1002966
;
BofA
As referenced in this Master Disbursement Agreement:
Bank of America, N.A. – Credit Agreement.
"Bank Fee Letter" the Amended and Restated Credit Facilities Fee Letter, dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Bank Golf Course Deed of Trust" means that certain Deed of Trust dated as
_____________
Bank of America, N.A. – any other collateral account agreement entered into on or after the Closing Date granting any one or more of the Lenders a security interest in any account.
"Collateral Agent" means Bank of America, N.A. in its capacity as collateral agent under the Collateral Agency Agreement and its successors in such capacity.
"Collateral Agency Agreement" means that certain Collateral Agency Agreement dated as of
_____________
Bank of America, N.A. – applicable Facility Agreement.
"Commitment Letter" means that certain Amended and Restated Commitment Letter dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Company" means Wynn Las Vegas, Capital Corp. and Wynn Design, jointly and severally.
"Company
_____________
Bank of America, N.A. – operating costs of the "preview center" at the Site shall constitute Operating Costs at all times.
"Operative Documents" means the Financing Agreements and the Project Documents.
"Original Aircraft Lender" means Bank of America, N.A.
"Outside Completion Deadline" means September 30, 2005.
"Outstanding Releases" has the meaning given in Section 3.3.7 of the Disbursement Agreement.
23
"Palo" means Palo, LLC, a Delaware
_____________
Bank of America, N.A. – Secured Parties.
"Securities Intermediary" means Deutsche Bank Trust Company Americas in its capacity as securities intermediary under the Company Collateral Account Agreements and the Completion Guaranty Collateral Account Agreements and Bank of America, N.A. in its capacity as securities intermediary under the Local Account Company Collateral Account Agreements and the FF&E Local Company Collateral Account Agreement, in each case, and its
_____________
dt 1032468
;
|
Deutsche Bank
As referenced in this Master Disbursement Agreement:
Deutsche Bank Securities, Inc – facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities Inc – Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715
If to the Bank Agent:
Deutsche Bank Trust Company Americas
c/o Deutsche Bank Securities Inc .
200 Crescent Court, Suite 550
Dallas, TX 75201
Attn: Gerard Dupont
Telephone No.: (214) 740-7913
Facsimile No.: (214) 740-7910
77
If to the Indenture Trustee:
Wells Fargo
_____________
Deutsche Bank Securities, Inc – its successors in such capacity.
"Bank Agent Fee Letter" means that certain Second Amended and Restated Administrative Agent Fee Letter dated as of October 30, 2002 among Wynn Las Vegas, Deutsche Bank Securities, Inc . and the Bank Agent.
"Bank Company Collateral Account Agreement" means that certain Bank Company Collateral Account Agreement dated as of October 30, 2002 among the Company, the Bank Agent,
_____________
Deutsche Bank Securities, Inc – Bank Agent, the Disbursement Agent and the Securities Intermediary.
"Bank Credit Agreement" means that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities, Inc – disbursement agent under the Disbursement Agreement and its successors in such capacity.
"Disbursement Agent Fee Letter" means that certain Disbursement Agent Fee Letter dated October 30, 2002 among the Company, Deutsche Bank Securities, Inc . and the Disbursement Agent.
"Disbursement Agreement" means that certain Master Disbursement Agreement dated as of October 30, 2002 among the Company, the Bank Agent, the Indenture Trustee, the FF&
_____________
dt 1027811
;
DB Trust
As referenced in this Master Disbursement Agreement:
DEUTSCHE BANK TRUST CO – this document
Exhibit 10.29
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK
_____________
DEUTSCHE BANK TRUST CO – BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.DEFINITIONS; RULES OF INTERPRETATION
2
1.1
Definitions
2
1.2
Rules of Interpretation
2
1.3
Conflict
_____________
DEUTSCHE BANK TRUST CO – a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent,
_____________
DEUTSCHE BANK TRUST CO – AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Disbursement Agent.
RECITALS
A. The Project. The Company proposes to develop, construct and operate the Le Rve Casino Resort, a hotel and casino resort, with
_____________
Deutsche Bank Trust Co – be disregarded for purposes of this sentence.
2.3 Company Accounts.
2.3.1 Company's Funds Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Co mpany Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all
_____________
dt 1020762
|
Preview
Full Doc
| 2000 |
Cash Collateral and Disbursement Agreement
Cash Collateral and Disbursement Agreement (181K)
Doc #391736: Click preview link for longer preview.
CASH COLLATERAL AND DISBURSEMENT AGREEMENT
among
SUNTRUST BANK,
as the Trustee,
HYATT GAMING MANAGEMENT, INC.,
as Hyatt Gaming
NORWEST BANK MINNESOTA, N.A.,
as the Disbursement Agent,
FIRST AMERICAN HERITAGE TITLE COMPANY,
as the Construction Escrow Agent,
RE TECH+, INC.,
as the Independent Construction Consultant,
and
WINDSOR WOODMONT BLACK HAWK RESORT CORP.,
as the Company
Dated as of March 14, 2000
{PAGE}
CASH COLLATERAL AND DISBURSEMENT AGREEMENT
------------------------------------------
THIS CASH COLLATERAL AND DISBURSEMENT AGREEMENT (as amended, supplemented
or otherwise modified from time to time, the "Agreement") is dated as of March
14, 2000, by and among SUNTRUST BANK, a Georgia bank, as trustee for the senior
lenders (the "Trustee") under the Indenture (as defined herein), HYATT GAMING
MANAGEMENT, INC., a Nevada corporation, as the subordinated lender ("Hyatt
Gaming"), NORWEST BANK MINNESOTA, N.A., a national association, as disbursement
agent for the Trustee and Hyatt Gaming (the "Disbursement Agent"), FIRST
AMERICAN HERITAGE TITLE COMPANY, a Colorado corporation, as the construction
escrow agent (the "Construction Escrow Agent"), RE TECH+, INC., a Colorado
corporation, as independent construction consultant under the Indenture (the
"Independent Construction Consultant"), and WINDSOR WOODMONT BLACK HAWK RESORT
CORP., a Colorado corporation (the "Company"). (Each of the foregoing are
referred to herein individually as a "Party" and collectively as the "Parties".)
RECITALS
A. Senior Notes. On the date hereof, the Trustee and the Company are
entering into that certain Indenture dated as of the date hereof (as the same
may be amended, restated, supplemented or modified from time to time, the
"Indenture") pursuant to which the Company (i) is issuing its 13% Series A First
Mortgage Notes due 2005 (such notes, together with any notes issued in
replacement thereof or in exchange therefor, the "Series A Notes"), and (ii)
will issue its 13% Series B First Mortgage Notes due 2005 (such notes, together
with any notes issued in replacement thereof or in exchange therefor, the
"Series B Notes", and together with the Series A Notes, the "Original Senior
Notes"), in the original aggregate principal amount of One Hundred Million
Dollars ($100,000,000), and pursuant to which the Company may issue additional
notes in the same series as the Original Notes up to an aggregate principal
amount of Thirty Five Million Dollars ($35,000,000) (such notes, together with
any notes issued in replacement thereof or in exchanges therefor, the
"Additional Senior Notes", and together with the Original Senior Notes, the
"Senior Notes"). The Trustee will make available to the Company the proceeds
from the issuance of the Original Senior Notes in the aggregate principal amount
of $100,000,000.
B. Subordinated Notes. On the date hereof, Hyatt Gaming will make available
to the Company a subordinated loan in the aggregate principal amount of Seven
Million Five Hundred Thousand Dollars ($7,500,000) as evidenced by that certain
Subordinated Promissory Note (the "Subordinated Note"), and made pursuant to the
provisions of a Subordinated Loan Agreement (as amended, supplemented or
otherwise modified from time to time, the "Subordinated Loan Agreement") dated
the date hereof, between the Company and Hyatt Gaming.
C. Proceeds from the Notes. A portion of the proceeds from the Senior Notes
and the Subordinated Note (collectively, the "Notes") shall be deposited in the
following accounts:
{PAGE}
1. Proceeds from the issuance of the Original Senior Notes in the
amount of Twenty Four Million One Hundred Forty One Thousand and no/100
Dollars ($24,141,000.00) (the "Interest Reserve Proceeds"), will be
deposited into an account held at the offices of the Trustee in the name of
the Trustee (said account, or any substitute account selected in accordance
with the terms of this Agreement, is referred to herein as the "Interest
Reserve Account"), in accordance with this Agreement, to be maintained by
the Trustee pursuant to Section 2 of this Agreement.
2. Proceeds from the issuance of the Original Senior Notes in the
amount of Fifty Three Million Three Hundred Fifty One Thousand Three
Hundred Seventy Two and 88/100 Dollars ($53,351,372.88) (the "Trustee
Construction Proceeds") will be deposited into an account held at the
offices of the Disbursement Agent in the name of the Trustee (said account,
or any substitute account selected in accordance with the terms of this
Agreement, is referred to herein as the "Trustee Construction Disbursement
Account"), in accordance with this Agreement, to be maintained by the
Disbursement Agent pursuant to Section 2 of this Agreement.
3. Proceeds from the issuance of the Original Senior Notes in the
amount of Six Million Four Hundred Fifty Seven Thousand Three Hundred Sixty
and no/100 Dollars ($6,457,360.00) (the "Trustee Completion Reserve
Proceeds" which, together with the Trustee Construction Proceeds and the
Trustee Interest Reserve Proceeds, shall be referred to herein as the
"Senior Notes Proceeds"), will be deposited into an account held at the
offices of the Disbursement Agent in the name of the Trustee (said account,
or any substitute account selected in accordance with the terms of this
Agreement, is referred to herein as the "Trustee Completion Reserve
Account"), in accordance with this Agreement, to be maintained by the
Disbursement Agent pursuant to Section 2 of this Agreement.
4. Proceeds from the issuance of the Subordinated Notes in the amount
of Five Million Two Hundred Seventy Six Thousand Five Hundred Nine and
41/100 Dollars ($5,276,509.41) (the "Hyatt Gaming Construction Proceeds"),
will be deposited into an account held at the offices of the Disbursement
Agent in the name of Hyatt Gaming (said account, or any substitute account
selected in accordance with the terms of this Agreement, is referred to
herein as the "Hyatt Gaming Construction Disbursement Account"), in
accordance with this Agreement, to be maintained by the Disbursement Agent
pursuant to Section 2 of this Agreement.
5. Proceeds from the issuance of the Subordinated Notes in the amount
of Six Hundred Thirty Eight Thousand Six Hundred Forty and no/100 Dollars
($638,640.00) (the "Hyatt Gaming Completion Reserve Proceeds" which,
together with the Hyatt Gaming Construction Proceeds, shall be referred to
herein as the "Hyatt Gaming Proceeds"), will be deposited into an account
held at the offices of the Disbursement Agent in the name of Hyatt Gaming
(said account, or any substitute account selected in accordance with the
- 2 -
{PAGE}
terms of this Agreement, is referred to herein as the "Hyatt Gaming
Completion Reserve Account"), in accordance with this Agreement, to be
maintained by the Disbursement Agent pursuant to Section 2 of this
Agreement.
D. Collateral and Collateral Assignment. As security for its obligations
under the Notes, the Company has granted the following collateral:
1. The Company has granted senior security interests to the Trustee,
on behalf of itself and the holders of Senior Notes, in certain assets and
has collaterally assigned certain contracts to the Trustee. As further
security for its obligations under the Senior Notes and the Indenture, the
Company also has granted to the Trustee, on behalf of itself and the
holders of the Senior Notes, pursuant to that certain Pledge and Assignment
Agreement, dated as of even date herewith, between the Company and the
Trustee (the "Senior Pledge and Assignment Agreement") (i) a senior
security interest in all of the Company's right, title and interest in the
Trustee Accounts and any Proceeds or other amounts held in any such Trustee
Accounts, and (ii) a subordinated security interest in all of the Company's
right, title and interest in the Hyatt Gaming Accounts and any Proceeds or
other amounts held in any such Hyatt Gaming Accounts.
2. The Company has granted subordinated security interests to Hyatt
Gaming in certain assets and has collaterally assigned certain contracts to
Hyatt Gaming. As further security for its obligations under the
Subordinated Note and the Subordinated Loan Agreement, the Company also has
granted to Hyatt Gaming pursuant to that certain Hyatt Gaming Pledge and
Assignment Agreement, dated as of even date herewith, between the Company
and Hyatt Gaming (the "Hyatt Gaming Pledge and Assignment Agreement") (i) a
senior security interest in all of the Company's right, title and interest
in the Hyatt Gaming Accounts and any Proceeds or other amounts held in any
such Hyatt Gaming Accounts, and (ii) a subordinated security interest in
all of the Company's right, title and interest in the Trustee Accounts and
any Proceeds or other amounts held in any such Trustee Accounts.
E. Purpose. The parties intend that portions of the Proceeds and the other
amounts deposited from time to time in (i) the Interest Reserve Account be used
to pay interest on the Senior Notes on each Interest Payment Date, and (ii) the
Accounts (other then the Interest Reserve Account) be used to develop, design,
construct and equip the Project (as defined herein) and provide for working
capital and operating funds for the Company, all in accordance with the
Indenture and the Subordinated Loan Agreement. The parties have entered into
this Agreement in order to set forth the conditions upon which, and the manner
in which, funds will be disbursed in order to permit the Company to develop,
design, construct and equip the Project, and to permit the Company to conduct
its operations.
- 3 -
{PAGE}
AGREEMENT
NOW, THEREFORE, for the mutual covenants set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as follows:
1. Definitions.
-----------
1.1 Defined Terms. In addition to the parties defined in the
introduction, the following terms shall have the meanings set forth in this
Section for the purposes of this Agreement:
"Account Agreements" means, collectively, the Interest Reserve Account
Agreement, the Trustee Account Agreement, the Hyatt Gaming Account Agreement,
and the Advance Account Agreement.
"Accounts" means, collectively, the Interest Reserve Account, the Trustee
Construction Disbursement Account, the Trustee Completion Reserve Account, the
Hyatt Gaming Construction Disbursement Account, the Hyatt Gaming Completion
Reserve Account and the Advance Disbursement Account.
"Additional Debt" means any additional indebtedness incurred by the Company
pursuant to the Additional Senior Notes.
"Additional Revenue" means as of any date of determination all revenue
(including, without limitation, investment income (loss), less any losses or
costs associated therewith, earned on amounts in the Construction Disbursement
Accounts and the Completion Reserve Accounts) generated by, or other funds of,
the Company (other than from disposition of its assets) as of such date, but
only to the extent that such revenue is held by the Company, free and clear of
any claims of any other Person whatsoever, other than claims of the Trustee and
holders of the Senior Notes and/or Hyatt Gaming; provided, however, that as of
any date of determination, Additional Revenue also shall include investment
income (loss), less any losses or costs associated therewith, which the Company
reasonably determines (with the reasonable concurrence of the Disbursement Agent
(acting in its sole discretion exercised in good faith)) will be earned on funds
in the Construction Disbursement Accounts and the Completion Reserve Accounts
through the anticipated date that the Project becomes Operating, taking into
account the current and future anticipated rates of return on the Investment
Grade Securities in the Construction Disbursement Accounts and the Completion
Reserve Accounts and the anticipated times and amounts of draws therefrom for
the payment of Construction Expenses or in connection with permitted amendments
to the Construction Disbursement Budget (as applicable).
"Additional Senior Notes" has the meaning set forth in the Recital A.
- 4 -
{PAGE}
"Advance Account Agreement" means that certain Account Agreement, dated of
even date herewith, by and among the company, the Trustee, Hyatt Gaming and the
Investment Agent.
"Advance Disbursement" means a disbursement from the Construction
Disbursement Accounts to the Company pursuant to an Advance Disbursement
Request.
"Advance Disbursement Account" means the account established at the offices
of the Disbursement Agent in the name of the Company (or any substitute account
selected in accordance with this Agreement) to be maintained for the purpose of
disbursements of any Advance Disbursement, together with any substitute account
selected in accordance with the terms of this Agreement.
"Advance Disbursement Request" has the meaning set forth in Section 7.1.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by,"
and "under common control with") as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person shall be
deemed to be control.
"Applicable Law" means all applicable statutes, laws, rules, regulations,
ordinances, codes and other legal requirements or any Governmental Agency or
quasi-Governmental Agency having jurisdiction over the Company or the Project,
including, without limitation, all applicable building codes and the American
With Disabilities Act of 1990, and environmental laws, and any judgment,
injunction, order or other judicial or regulatory requirement of any court or
Governmental Agency having competent jurisdiction with respect to the Person or
property in question.
"Architect" means Steelman Ltd. and its successors identified by notice
from the Company to the Disbursement Agent and the Construction Escrow Agent.
"Architect Agreement" means that certain (i) Standard Form of Agreement
Between Owner and Architect with Standard Form of Architect's Services (AIA
Document B141-1997, 1997 Edition Electronic Format), dated January 31, 2000, by
and between WWLLC and the Architect, and (ii) Settlement Agreement, dated as of
even date herewith, by and among, inter alia, WWLLC and Architect, as assigned
pursuant to that certain General Assignment, dated as of even date herewith,
from WWLLC to the Company, and as amended, modified or supplemented from time to
time.
"Available Funds" means, at any given time, the sum of: (a) the Proceeds
held in or credited to the Construction Disbursement Accounts and the Completion
- 5 -
{PAGE}
Reserve Accounts, (b) Additional Revenue (so long as there is no Default or
Event of Default), (c) actual or anticipated FF&E Financing (to the extent
permitted under the Indenture), (d) City Improvement Bonds (to the extent
permitted under the Indenture), and (e) any Additional Debt (to the extent funds
from such indebtedness are then available to the Company).
"Board of Directors" means: (i) with respect to a corporation, the board of
directors of the corporation; (ii) with respect to a partnership, the Board of
Directors of the general partner of the partnership; and (iii) with respect to
any other Person, the board or committee of such Person serving a similar
function.
"Business Day" means any day other than Saturday, Sunday or any day on
391736
|
Windsor Woodmont
As referenced in this Cash Collateral and Disbursement Agreement:
WINDSOR WOODMONT BLACK HAWK RESORT CORP. – Hyatt Gaming
NORWEST BANK MINNESOTA, N.A.,
as the Disbursement Agent,
FIRST AMERICAN HERITAGE TITLE COMPANY,
as the Construction Escrow Agent,
RE TECH+, INC.,
as the Independent Construction Consultant,
and
WINDSOR WOODMONT BLACK HAWK RESORT CORP. ,
as the Company
Dated as of March 14, 2000
{PAGE}
CASH COLLATERAL AND DISBURSEMENT AGREEMENT
------------------------------------------
THIS CASH COLLATERAL AND DISBURSEMENT AGREEMENT (as amended, supplemented
or otherwise modified from time
_____________
WINDSOR WOODMONT BLACK HAWK RESORT
CORP. – a Colorado corporation, as the construction
escrow agent (the "Construction Escrow Agent"), RE TECH+, INC., a Colorado
corporation, as independent construction consultant under the Indenture (the
"Independent Construction Consultant"), and WINDSOR WOODMONT BLACK HAWK RESORT
CORP. , a Colorado corporation (the "Company"). (Each of the foregoing are
referred to herein individually as a "Party" and collectively as the "Parties".)
RECITALS
A. Senior Notes. On the date
_____________
Windsor Woodmont Black Hawk Resort Corp. – PAGE}
To the Independent Construction Consultant:
Re Tech+, Inc.
621 17th Street, Suite 2250
Denver, CO 80293
Attention: Mr. James Von Tongeln
Fax No.: (303) 296-0639
To the Company:
--------------
Windsor Woodmont Black Hawk Resort Corp.
2231 Valdina Street
Dallas, TX 75207
Attention: Mr. Daniel Robinowitz
Fax No.: (214) 630-1261
or at such other address as the specified entity most recently may have
designated
_____________
WINDSOR WOODMONT BLACK HAWK
RESORT CORP. – Title:
--------------------------------------------
HYATT GAMING MANAGEMENT, INC.
By:
----------------------------------------------
Name:
----------------------------------------------
Title:
---------------------------------------------
NORWEST BANK MINNESOTA, N.A.
By:
------------------------------------------------
Name:
----------------------------------------------
Title:
----------------------------------------------
FIRST AMERICAN HERITAGE TITLE
COMPANY
By:
------------------------------------------------
Name:
----------------------------------------------
Title:
----------------------------------------------
RE TECH+, INC.
By:
------------------------------------------------
Name:
----------------------------------------------
Title:
----------------------------------------------
WINDSOR WOODMONT BLACK HAWK
RESORT CORP.
By:
------------------------------------------------
Name:
----------------------------------------------
Title:
----------------------------------------------
- 56 -
{PAGE}
INVESTMENT AGENT
----------------
NORWEST INVESTMENT SERVICES, INC., acting in its capacity as the investment
agent pursuant to the Cash Collateral and Disbursement Agreement attached
hereto,
_____________
dt 1364690
;
|
Windsor Woodmont
As referenced in this Cash Collateral and Disbursement Agreement:
Windsor Woodmont, L – Company in connection with the Project, limited,
prior to when the Project is first Operating, as contemplated in and to the
extent permitted by the Construction Disbursement Budget.
"WWLLC" means Windsor Woodmont, L .L.C., a Colorado limited liability
company.
1.2 Rules of Interpretation. The following rules of interpretation
shall apply herein.
(a) The singular includes the plural and the plural
_____________
dt 1533740
|
Preview
Full Doc
| 2006 |
Disbursement Agreement
Disbursement Agreement (92K)
Doc #1192535: Click preview link for longer preview.
DISBURSEMENT AGREEMENT
This DISBURSEMENT AGREEMENT, dated April 13, 2006 (as amended,
modified or supplemented, this "DISBURSEMENT AGREEMENT"), is by and among
PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company ("BORROWER"),
HUDSON UNITED CAPITAL, A DIVISION OF TD BANKNORTH, N.A., a national banking
association, as administrative agent for the Lenders (as defined below)
(together with its successors and assigns, the "ADMINISTRATIVE AGENT"), COMERICA
BANK, a national banking association, as . . .
1192535
| |
Comerica Bank
As referenced in this Disbursement Agreement:
COMERICA
BANK, – CAPITAL, A DIVISION OF TD BANKNORTH, N.A., a national banking
association, as administrative agent for the Lenders (as defined below)
(together with its successors and assigns, the "ADMINISTRATIVE AGENT"), COMERICA
BANK, a national banking association, as disbursement agent (together with its
successors and assigns, the "DISBURSEMENT AGENT"), WEALTH MANAGEMENT GROUP OF TD
BANKNORTH, N.A., a national banking association, as
_____________
COMERICA BANK, – AGENT"), WEALTH MANAGEMENT GROUP OF TD
BANKNORTH, N.A., a national banking association, as the debt service reserve
account agent (together with its successors and assigns, the "DSRA AGENT"), and
COMERICA BANK, a national banking association, and WEALTH MANAGEMENT GROUP OF TD
BANKNORTH, N.A., a national banking association, as securities intermediaries,
banks and depositary agents (together with their successors and
_____________
Comerica Bank
– A.
101 Post Road East
Westport, Connecticut 06880
Attention: Mr. Jerome P. Peters, Jr.
Telephone: (203) 291-6639
Facsimile: (203) 291-6652
For Disbursement Agent (and the associated Securities Intermediary):
Comerica Bank
5200 N. Palm Avenue
Suite 320
Fresno, California 93704
Attention: Mr. Robert J. Harlan
Telephone: (559) 244-3928
Facsimile: (559) 244-3909
For DSRA Agent (and the associated Securities
_____________
COMERICA BANK, – Title:
HUDSON UNITED CAPITAL, A DIVISION OF TD BANKNORTH,
N.A.,
as the Administrative Agent
By /S/ JEROME P. PETERS, JR.
-----------------------------------------
Name: Jerome P. Peters, Jr.
Title: Senior Vice President
COMERICA BANK,
as the Disbursement Agent
By /S/ ROBERT J. HARLAN
-----------------------------------------
Name: Robert J. Harlan
Title: Vice President
WEALTH MANAGEMENT GROUP OF TD BANKNORTH, N.A.,
as the DSRA Agent
By /
_____________
COMERICA BANK, – Vice President
26
<PAGE>
WEALTH MANAGEMENT GROUP OF TD BANKNORTH, N.A.,
as Securities Intermediary
By /S/ JAMES N. DONALDSON
-----------------------------------------
Name: James N. Donaldson
Title: Senior Vice President
COMERICA BANK,
as Securities Intermediary
By /S/ ROBERT J. HARLAN
-----------------------------------------
Name: Robert J. Harlan
Title: Vice President
27
<PAGE>
<TABLE>
<S> <C>
Exhibit
_____________
dt 1424274
|
Preview
Full Doc
| 2002 |
Master Disbursement Agreement
Master Disbursement Agreement (660K)
Doc #1300242: Click preview link for longer preview.
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.?DEFINITIONS; RULES . . .
1300242
|
Wynn Resorts
As referenced in this Master Disbursement Agreement:
Wynn Resorts, Limited – 227,610) has been irrevocably and unconditionally contributed to Wynn Las Vegas and deposited into the Company's Funds Account and (d) net proceeds of the initial public offering of Wynn Resorts, Limited in the amount of Three Hundred Ninety Million Four Hundred Sixty Five Thousand Three Hundred Fifty Dollars ($390,465,350) has been irrevocably and unconditionally contributed to Wynn Las
_____________
Wynn Resorts, Limited – of its Subsidiaries of any material part of its business or property except any Disposition in connection with the transactions contemplated by the initial public offering of the stock of Wynn Resorts, Limited or the Operative Documents.
4.7.2 Since December 31, 2001, there has been no development or event that has or could reasonably be expected to have a Material
_____________
Wynn Resorts, Limited – the Code which is not exempt under Section 408 of ERISA or under Section 4975(d) of the Code.
4.21 Subsidiaries and Beneficial Interest. As of the Closing Date, Wynn Resorts, Limited is the sole member of Valvino. As of the Closing Date, the direct Subsidiaries of Valvino and each other Loan Party are shown on Exhibit AA and neither Valvino
_____________
Wynn Resorts, Limited – i) Valvino is the sole member of Wynn Resorts Holdings, and as such, Valvino has the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited , a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and
_____________
Wynn Resorts, Limited – the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited, a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and Wynn Resorts Holdings.
4.22 Labor Disputes and Acts of God. Neither the business nor
_____________
dt 1413241
;
BofA Securities
As referenced in this Master Disbursement Agreement:
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – constitute Project Costs shall be disregarded for purposes of calculating whether the Project is In Balance.
"Representatives of the Underwriters" means Deutsche Bank Securities, Inc., Bear Stearns & Co. Inc., Banc of America Securities LLC and Dresdner Kleinwort WassersteinGrantchester, Inc.
"Required Completion Amount" has the meaning given in Section 2.9(a) of the Disbursement Agreement.
"Required Contractor Certificates" means, with respect to each
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
dt 1356679
;
|
BofA
As referenced in this Master Disbursement Agreement:
Bank of America, N.A. – Credit Agreement.
"Bank Fee Letter" the Amended and Restated Credit Facilities Fee Letter, dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Bank Golf Course Deed of Trust" means that certain Deed of Trust dated as
_____________
Bank of America, N.A. – any other collateral account agreement entered into on or after the Closing Date granting any one or more of the Lenders a security interest in any account.
"Collateral Agent" means Bank of America, N.A. in its capacity as collateral agent under the Collateral Agency Agreement and its successors in such capacity.
"Collateral Agency Agreement" means that certain Collateral Agency Agreement dated as of
_____________
Bank of America, N.A. – applicable Facility Agreement.
"Commitment Letter" means that certain Amended and Restated Commitment Letter dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Company" means Wynn Las Vegas, Capital Corp. and Wynn Design, jointly and severally.
"Company
_____________
Bank of America, N.A. – operating costs of the "preview center" at the Site shall constitute Operating Costs at all times.
"Operative Documents" means the Financing Agreements and the Project Documents.
"Original Aircraft Lender" means Bank of America, N.A.
"Outside Completion Deadline" means September 30, 2005.
"Outstanding Releases" has the meaning given in Section 3.3.7 of the Disbursement Agreement.
23
"Palo" means Palo, LLC, a Delaware
_____________
Bank of America, N.A. – Secured Parties.
"Securities Intermediary" means Deutsche Bank Trust Company Americas in its capacity as securities intermediary under the Company Collateral Account Agreements and the Completion Guaranty Collateral Account Agreements and Bank of America, N.A. in its capacity as securities intermediary under the Local Account Company Collateral Account Agreements and the FF&E Local Company Collateral Account Agreement, in each case, and its
_____________
dt 1555756
;
Deutsche Bank
As referenced in this Master Disbursement Agreement:
Deutsche Bank Securities, Inc – facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities Inc – Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715
If to the Bank Agent:
Deutsche Bank Trust Company Americas
c/o Deutsche Bank Securities Inc .
200 Crescent Court, Suite 550
Dallas, TX 75201
Attn: Gerard Dupont
Telephone No.: (214) 740-7913
Facsimile No.: (214) 740-7910
77
If to the Indenture Trustee:
Wells Fargo
_____________
Deutsche Bank Securities, Inc – its successors in such capacity.
"Bank Agent Fee Letter" means that certain Second Amended and Restated Administrative Agent Fee Letter dated as of October 30, 2002 among Wynn Las Vegas, Deutsche Bank Securities, Inc . and the Bank Agent.
"Bank Company Collateral Account Agreement" means that certain Bank Company Collateral Account Agreement dated as of October 30, 2002 among the Company, the Bank Agent,
_____________
Deutsche Bank Securities, Inc – Bank Agent, the Disbursement Agent and the Securities Intermediary.
"Bank Credit Agreement" means that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities, Inc – disbursement agent under the Disbursement Agreement and its successors in such capacity.
"Disbursement Agent Fee Letter" means that certain Disbursement Agent Fee Letter dated October 30, 2002 among the Company, Deutsche Bank Securities, Inc . and the Disbursement Agent.
"Disbursement Agreement" means that certain Master Disbursement Agreement dated as of October 30, 2002 among the Company, the Bank Agent, the Indenture Trustee, the FF&
_____________
dt 1376776
;
DB Trust
As referenced in this Master Disbursement Agreement:
DEUTSCHE BANK TRUST CO – this document
Exhibit 10.1
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK
_____________
DEUTSCHE BANK TRUST CO – BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.DEFINITIONS; RULES OF INTERPRETATION
2
1.1
Definitions
2
1.2
Rules of Interpretation
2
1.3
Conflict
_____________
DEUTSCHE BANK TRUST CO – a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent,
_____________
DEUTSCHE BANK TRUST CO – AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Disbursement Agent.
RECITALS
A. The Project. The Company proposes to develop, construct and operate the Le Rve Casino Resort, a hotel and casino resort, with
_____________
Deutsche Bank Trust Co – be disregarded for purposes of this sentence.
2.3 Company Accounts.
2.3.1 Company's Funds Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Co mpany Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all
_____________
dt 1391005
|
Preview
Full Doc
| 2002 |
Master Disbursement Agreement
Master Disbursement Agreement (660K)
Doc #1300292: Click preview link for longer preview.
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.?DEFINITIONS; RULES . . .
1300292
|
Wynn Resorts
As referenced in this Master Disbursement Agreement:
Wynn Resorts, Limited – 227,610) has been irrevocably and unconditionally contributed to Wynn Las Vegas and deposited into the Company's Funds Account and (d) net proceeds of the initial public offering of Wynn Resorts, Limited in the amount of Three Hundred Ninety Million Four Hundred Sixty Five Thousand Three Hundred Fifty Dollars ($390,465,350) has been irrevocably and unconditionally contributed to Wynn Las
_____________
Wynn Resorts, Limited – of its Subsidiaries of any material part of its business or property except any Disposition in connection with the transactions contemplated by the initial public offering of the stock of Wynn Resorts, Limited or the Operative Documents.
4.7.2 Since December 31, 2001, there has been no development or event that has or could reasonably be expected to have a Material
_____________
Wynn Resorts, Limited – the Code which is not exempt under Section 408 of ERISA or under Section 4975(d) of the Code.
4.21 Subsidiaries and Beneficial Interest. As of the Closing Date, Wynn Resorts, Limited is the sole member of Valvino. As of the Closing Date, the direct Subsidiaries of Valvino and each other Loan Party are shown on Exhibit AA and neither Valvino
_____________
Wynn Resorts, Limited – i) Valvino is the sole member of Wynn Resorts Holdings, and as such, Valvino has the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited , a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and
_____________
Wynn Resorts, Limited – the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited, a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and Wynn Resorts Holdings.
4.22 Labor Disputes and Acts of God. Neither the business nor
_____________
dt 1413250
;
BofA Securities
As referenced in this Master Disbursement Agreement:
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – constitute Project Costs shall be disregarded for purposes of calculating whether the Project is In Balance.
"Representatives of the Underwriters" means Deutsche Bank Securities, Inc., Bear Stearns & Co. Inc., Banc of America Securities LLC and Dresdner Kleinwort WassersteinGrantchester, Inc.
"Required Completion Amount" has the meaning given in Section 2.9(a) of the Disbursement Agreement.
"Required Contractor Certificates" means, with respect to each
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
dt 1356684
;
|
BofA
As referenced in this Master Disbursement Agreement:
Bank of America, N.A. – Credit Agreement.
"Bank Fee Letter" the Amended and Restated Credit Facilities Fee Letter, dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Bank Golf Course Deed of Trust" means that certain Deed of Trust dated as
_____________
Bank of America, N.A. – any other collateral account agreement entered into on or after the Closing Date granting any one or more of the Lenders a security interest in any account.
"Collateral Agent" means Bank of America, N.A. in its capacity as collateral agent under the Collateral Agency Agreement and its successors in such capacity.
"Collateral Agency Agreement" means that certain Collateral Agency Agreement dated as of
_____________
Bank of America, N.A. – applicable Facility Agreement.
"Commitment Letter" means that certain Amended and Restated Commitment Letter dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Company" means Wynn Las Vegas, Capital Corp. and Wynn Design, jointly and severally.
"Company
_____________
Bank of America, N.A. – operating costs of the "preview center" at the Site shall constitute Operating Costs at all times.
"Operative Documents" means the Financing Agreements and the Project Documents.
"Original Aircraft Lender" means Bank of America, N.A.
"Outside Completion Deadline" means September 30, 2005.
"Outstanding Releases" has the meaning given in Section 3.3.7 of the Disbursement Agreement.
23
"Palo" means Palo, LLC, a Delaware
_____________
Bank of America, N.A. – Secured Parties.
"Securities Intermediary" means Deutsche Bank Trust Company Americas in its capacity as securities intermediary under the Company Collateral Account Agreements and the Completion Guaranty Collateral Account Agreements and Bank of America, N.A. in its capacity as securities intermediary under the Local Account Company Collateral Account Agreements and the FF&E Local Company Collateral Account Agreement, in each case, and its
_____________
dt 1555759
;
Deutsche Bank
As referenced in this Master Disbursement Agreement:
Deutsche Bank Securities, Inc – facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities Inc – Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715
If to the Bank Agent:
Deutsche Bank Trust Company Americas
c/o Deutsche Bank Securities Inc .
200 Crescent Court, Suite 550
Dallas, TX 75201
Attn: Gerard Dupont
Telephone No.: (214) 740-7913
Facsimile No.: (214) 740-7910
77
If to the Indenture Trustee:
Wells Fargo
_____________
Deutsche Bank Securities, Inc – its successors in such capacity.
"Bank Agent Fee Letter" means that certain Second Amended and Restated Administrative Agent Fee Letter dated as of October 30, 2002 among Wynn Las Vegas, Deutsche Bank Securities, Inc . and the Bank Agent.
"Bank Company Collateral Account Agreement" means that certain Bank Company Collateral Account Agreement dated as of October 30, 2002 among the Company, the Bank Agent,
_____________
Deutsche Bank Securities, Inc – Bank Agent, the Disbursement Agent and the Securities Intermediary.
"Bank Credit Agreement" means that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities, Inc – disbursement agent under the Disbursement Agreement and its successors in such capacity.
"Disbursement Agent Fee Letter" means that certain Disbursement Agent Fee Letter dated October 30, 2002 among the Company, Deutsche Bank Securities, Inc . and the Disbursement Agent.
"Disbursement Agreement" means that certain Master Disbursement Agreement dated as of October 30, 2002 among the Company, the Bank Agent, the Indenture Trustee, the FF&
_____________
dt 1376781
;
DB Trust
As referenced in this Master Disbursement Agreement:
DEUTSCHE BANK TRUST CO – this document
Exhibit 10.29
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK
_____________
DEUTSCHE BANK TRUST CO – BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.DEFINITIONS; RULES OF INTERPRETATION
2
1.1
Definitions
2
1.2
Rules of Interpretation
2
1.3
Conflict
_____________
DEUTSCHE BANK TRUST CO – a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent,
_____________
DEUTSCHE BANK TRUST CO – AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Disbursement Agent.
RECITALS
A. The Project. The Company proposes to develop, construct and operate the Le Rve Casino Resort, a hotel and casino resort, with
_____________
Deutsche Bank Trust Co – be disregarded for purposes of this sentence.
2.3 Company Accounts.
2.3.1 Company's Funds Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Co mpany Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all
_____________
dt 1391014
|
Preview
Full Doc
| 2002 |
Master Disbursement Agreement
Master Disbursement Agreement (660K)
Doc #1300415: Click preview link for longer preview.
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.?DEFINITIONS; RULES . . .
1300415
|
Wynn Resorts
As referenced in this Master Disbursement Agreement:
Wynn Resorts, Limited – 227,610) has been irrevocably and unconditionally contributed to Wynn Las Vegas and deposited into the Company's Funds Account and (d) net proceeds of the initial public offering of Wynn Resorts, Limited in the amount of Three Hundred Ninety Million Four Hundred Sixty Five Thousand Three Hundred Fifty Dollars ($390,465,350) has been irrevocably and unconditionally contributed to Wynn Las
_____________
Wynn Resorts, Limited – of its Subsidiaries of any material part of its business or property except any Disposition in connection with the transactions contemplated by the initial public offering of the stock of Wynn Resorts, Limited or the Operative Documents.
4.7.2 Since December 31, 2001, there has been no development or event that has or could reasonably be expected to have a Material
_____________
Wynn Resorts, Limited – the Code which is not exempt under Section 408 of ERISA or under Section 4975(d) of the Code.
4.21 Subsidiaries and Beneficial Interest. As of the Closing Date, Wynn Resorts, Limited is the sole member of Valvino. As of the Closing Date, the direct Subsidiaries of Valvino and each other Loan Party are shown on Exhibit AA and neither Valvino
_____________
Wynn Resorts, Limited – i) Valvino is the sole member of Wynn Resorts Holdings, and as such, Valvino has the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited , a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and
_____________
Wynn Resorts, Limited – the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited, a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and Wynn Resorts Holdings.
4.22 Labor Disputes and Acts of God. Neither the business nor
_____________
dt 1413254
;
BofA Securities
As referenced in this Master Disbursement Agreement:
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – constitute Project Costs shall be disregarded for purposes of calculating whether the Project is In Balance.
"Representatives of the Underwriters" means Deutsche Bank Securities, Inc., Bear Stearns & Co. Inc., Banc of America Securities LLC and Dresdner Kleinwort WassersteinGrantchester, Inc.
"Required Completion Amount" has the meaning given in Section 2.9(a) of the Disbursement Agreement.
"Required Contractor Certificates" means, with respect to each
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
dt 1356686
;
|
BofA
As referenced in this Master Disbursement Agreement:
Bank of America, N.A. – Credit Agreement.
"Bank Fee Letter" the Amended and Restated Credit Facilities Fee Letter, dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Bank Golf Course Deed of Trust" means that certain Deed of Trust dated as
_____________
Bank of America, N.A. – any other collateral account agreement entered into on or after the Closing Date granting any one or more of the Lenders a security interest in any account.
"Collateral Agent" means Bank of America, N.A. in its capacity as collateral agent under the Collateral Agency Agreement and its successors in such capacity.
"Collateral Agency Agreement" means that certain Collateral Agency Agreement dated as of
_____________
Bank of America, N.A. – applicable Facility Agreement.
"Commitment Letter" means that certain Amended and Restated Commitment Letter dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Company" means Wynn Las Vegas, Capital Corp. and Wynn Design, jointly and severally.
"Company
_____________
Bank of America, N.A. – operating costs of the "preview center" at the Site shall constitute Operating Costs at all times.
"Operative Documents" means the Financing Agreements and the Project Documents.
"Original Aircraft Lender" means Bank of America, N.A.
"Outside Completion Deadline" means September 30, 2005.
"Outstanding Releases" has the meaning given in Section 3.3.7 of the Disbursement Agreement.
23
"Palo" means Palo, LLC, a Delaware
_____________
Bank of America, N.A. – Secured Parties.
"Securities Intermediary" means Deutsche Bank Trust Company Americas in its capacity as securities intermediary under the Company Collateral Account Agreements and the Completion Guaranty Collateral Account Agreements and Bank of America, N.A. in its capacity as securities intermediary under the Local Account Company Collateral Account Agreements and the FF&E Local Company Collateral Account Agreement, in each case, and its
_____________
dt 1555761
;
Deutsche Bank
As referenced in this Master Disbursement Agreement:
Deutsche Bank Securities, Inc – facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities Inc – Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715
If to the Bank Agent:
Deutsche Bank Trust Company Americas
c/o Deutsche Bank Securities Inc .
200 Crescent Court, Suite 550
Dallas, TX 75201
Attn: Gerard Dupont
Telephone No.: (214) 740-7913
Facsimile No.: (214) 740-7910
77
If to the Indenture Trustee:
Wells Fargo
_____________
Deutsche Bank Securities, Inc – its successors in such capacity.
"Bank Agent Fee Letter" means that certain Second Amended and Restated Administrative Agent Fee Letter dated as of October 30, 2002 among Wynn Las Vegas, Deutsche Bank Securities, Inc . and the Bank Agent.
"Bank Company Collateral Account Agreement" means that certain Bank Company Collateral Account Agreement dated as of October 30, 2002 among the Company, the Bank Agent,
_____________
Deutsche Bank Securities, Inc – Bank Agent, the Disbursement Agent and the Securities Intermediary.
"Bank Credit Agreement" means that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities, Inc – disbursement agent under the Disbursement Agreement and its successors in such capacity.
"Disbursement Agent Fee Letter" means that certain Disbursement Agent Fee Letter dated October 30, 2002 among the Company, Deutsche Bank Securities, Inc . and the Disbursement Agent.
"Disbursement Agreement" means that certain Master Disbursement Agreement dated as of October 30, 2002 among the Company, the Bank Agent, the Indenture Trustee, the FF&
_____________
dt 1376783
;
DB Trust
As referenced in this Master Disbursement Agreement:
DEUTSCHE BANK TRUST CO – this document
Exhibit 10.1
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK
_____________
DEUTSCHE BANK TRUST CO – BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.DEFINITIONS; RULES OF INTERPRETATION
2
1.1
Definitions
2
1.2
Rules of Interpretation
2
1.3
Conflict
_____________
DEUTSCHE BANK TRUST CO – a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent,
_____________
DEUTSCHE BANK TRUST CO – AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Disbursement Agent.
RECITALS
A. The Project. The Company proposes to develop, construct and operate the Le Rve Casino Resort, a hotel and casino resort, with
_____________
Deutsche Bank Trust Co – be disregarded for purposes of this sentence.
2.3 Company Accounts.
2.3.1 Company's Funds Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Co mpany Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all
_____________
dt 1391016
|
Preview
Full Doc
| 2002 |
Master Disbursement Agreement
Master Disbursement Agreement (660K)
Doc #1300461: Click preview link for longer preview.
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.?DEFINITIONS; RULES . . .
1300461
|
Wynn Resorts
As referenced in this Master Disbursement Agreement:
Wynn Resorts, Limited – 227,610) has been irrevocably and unconditionally contributed to Wynn Las Vegas and deposited into the Company's Funds Account and (d) net proceeds of the initial public offering of Wynn Resorts, Limited in the amount of Three Hundred Ninety Million Four Hundred Sixty Five Thousand Three Hundred Fifty Dollars ($390,465,350) has been irrevocably and unconditionally contributed to Wynn Las
_____________
Wynn Resorts, Limited – of its Subsidiaries of any material part of its business or property except any Disposition in connection with the transactions contemplated by the initial public offering of the stock of Wynn Resorts, Limited or the Operative Documents.
4.7.2 Since December 31, 2001, there has been no development or event that has or could reasonably be expected to have a Material
_____________
Wynn Resorts, Limited – the Code which is not exempt under Section 408 of ERISA or under Section 4975(d) of the Code.
4.21 Subsidiaries and Beneficial Interest. As of the Closing Date, Wynn Resorts, Limited is the sole member of Valvino. As of the Closing Date, the direct Subsidiaries of Valvino and each other Loan Party are shown on Exhibit AA and neither Valvino
_____________
Wynn Resorts, Limited – i) Valvino is the sole member of Wynn Resorts Holdings, and as such, Valvino has the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited , a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and
_____________
Wynn Resorts, Limited – the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited, a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and Wynn Resorts Holdings.
4.22 Labor Disputes and Acts of God. Neither the business nor
_____________
dt 1413263
;
BofA Securities
As referenced in this Master Disbursement Agreement:
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – constitute Project Costs shall be disregarded for purposes of calculating whether the Project is In Balance.
"Representatives of the Underwriters" means Deutsche Bank Securities, Inc., Bear Stearns & Co. Inc., Banc of America Securities LLC and Dresdner Kleinwort WassersteinGrantchester, Inc.
"Required Completion Amount" has the meaning given in Section 2.9(a) of the Disbursement Agreement.
"Required Contractor Certificates" means, with respect to each
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
dt 1356691
;
|
BofA
As referenced in this Master Disbursement Agreement:
Bank of America, N.A. – Credit Agreement.
"Bank Fee Letter" the Amended and Restated Credit Facilities Fee Letter, dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Bank Golf Course Deed of Trust" means that certain Deed of Trust dated as
_____________
Bank of America, N.A. – any other collateral account agreement entered into on or after the Closing Date granting any one or more of the Lenders a security interest in any account.
"Collateral Agent" means Bank of America, N.A. in its capacity as collateral agent under the Collateral Agency Agreement and its successors in such capacity.
"Collateral Agency Agreement" means that certain Collateral Agency Agreement dated as of
_____________
Bank of America, N.A. – applicable Facility Agreement.
"Commitment Letter" means that certain Amended and Restated Commitment Letter dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Company" means Wynn Las Vegas, Capital Corp. and Wynn Design, jointly and severally.
"Company
_____________
Bank of America, N.A. – operating costs of the "preview center" at the Site shall constitute Operating Costs at all times.
"Operative Documents" means the Financing Agreements and the Project Documents.
"Original Aircraft Lender" means Bank of America, N.A.
"Outside Completion Deadline" means September 30, 2005.
"Outstanding Releases" has the meaning given in Section 3.3.7 of the Disbursement Agreement.
23
"Palo" means Palo, LLC, a Delaware
_____________
Bank of America, N.A. – Secured Parties.
"Securities Intermediary" means Deutsche Bank Trust Company Americas in its capacity as securities intermediary under the Company Collateral Account Agreements and the Completion Guaranty Collateral Account Agreements and Bank of America, N.A. in its capacity as securities intermediary under the Local Account Company Collateral Account Agreements and the FF&E Local Company Collateral Account Agreement, in each case, and its
_____________
dt 1555764
;
Deutsche Bank
As referenced in this Master Disbursement Agreement:
Deutsche Bank Securities, Inc – facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities Inc – Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715
If to the Bank Agent:
Deutsche Bank Trust Company Americas
c/o Deutsche Bank Securities Inc .
200 Crescent Court, Suite 550
Dallas, TX 75201
Attn: Gerard Dupont
Telephone No.: (214) 740-7913
Facsimile No.: (214) 740-7910
77
If to the Indenture Trustee:
Wells Fargo
_____________
Deutsche Bank Securities, Inc – its successors in such capacity.
"Bank Agent Fee Letter" means that certain Second Amended and Restated Administrative Agent Fee Letter dated as of October 30, 2002 among Wynn Las Vegas, Deutsche Bank Securities, Inc . and the Bank Agent.
"Bank Company Collateral Account Agreement" means that certain Bank Company Collateral Account Agreement dated as of October 30, 2002 among the Company, the Bank Agent,
_____________
Deutsche Bank Securities, Inc – Bank Agent, the Disbursement Agent and the Securities Intermediary.
"Bank Credit Agreement" means that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities, Inc – disbursement agent under the Disbursement Agreement and its successors in such capacity.
"Disbursement Agent Fee Letter" means that certain Disbursement Agent Fee Letter dated October 30, 2002 among the Company, Deutsche Bank Securities, Inc . and the Disbursement Agent.
"Disbursement Agreement" means that certain Master Disbursement Agreement dated as of October 30, 2002 among the Company, the Bank Agent, the Indenture Trustee, the FF&
_____________
dt 1376788
;
DB Trust
As referenced in this Master Disbursement Agreement:
DEUTSCHE BANK TRUST CO – this document
Exhibit 10.29
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK
_____________
DEUTSCHE BANK TRUST CO – BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.DEFINITIONS; RULES OF INTERPRETATION
2
1.1
Definitions
2
1.2
Rules of Interpretation
2
1.3
Conflict
_____________
DEUTSCHE BANK TRUST CO – a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent,
_____________
DEUTSCHE BANK TRUST CO – AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Disbursement Agent.
RECITALS
A. The Project. The Company proposes to develop, construct and operate the Le Rve Casino Resort, a hotel and casino resort, with
_____________
Deutsche Bank Trust Co – be disregarded for purposes of this sentence.
2.3 Company Accounts.
2.3.1 Company's Funds Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Co mpany Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all
_____________
dt 1391025
|
Preview
Full Doc
| 2004 |
Master Disbursement Agreement
Master Disbursement Agreement (296K)
Doc #1302551: Click preview link for longer preview.
EXECUTION VERSION
MASTER DISBURSEMENT AGREEMENT
among
LIDO CASINO RESORT, LLC,
PHASE II MALL HOLDING, LLC,
PHASE II MALL SUBSIDIARY, LLC,
THE BANK OF NOVA SCOTIA,
as the Bank Agent,
THE BANK OF NOVA SCOTIA,
as the Phase II Mall Agent,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as the Bank Arranger
and
THE BANK OF NOVA SCOTIA,
as the Disbursement Agent
dated as of
September 30, 2004
1302551
|
Nova Scotia
As referenced in this Master Disbursement Agreement:
BANK OF NOVA SCOTIA, – a2143958zex-10_56.htm EXHIBIT 10.56
Exhibit 10.56
EXECUTION VERSION
MASTER DISBURSEMENT AGREEMENT
among
LIDO CASINO RESORT, LLC,
PHASE II MALL HOLDING, LLC,
PHASE II MALL SUBSIDIARY, LLC,
THE BANK OF NOVA SCOTIA,
as the Bank Agent,
THE BANK OF NOVA SCOTIA,
as the Phase II Mall Agent,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as the Bank Arranger
and
THE BANK OF
_____________
BANK OF NOVA SCOTIA, – EXECUTION VERSION
MASTER DISBURSEMENT AGREEMENT
among
LIDO CASINO RESORT, LLC,
PHASE II MALL HOLDING, LLC,
PHASE II MALL SUBSIDIARY, LLC,
THE BANK OF NOVA SCOTIA,
as the Bank Agent,
THE BANK OF NOVA SCOTIA,
as the Phase II Mall Agent,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as the Bank Arranger
and
THE BANK OF NOVA SCOTIA,
as the Disbursement Agent
dated as of
_____________
BANK OF NOVA SCOTIA, – OF NOVA SCOTIA,
as the Bank Agent,
THE BANK OF NOVA SCOTIA,
as the Phase II Mall Agent,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as the Bank Arranger
and
THE BANK OF NOVA SCOTIA,
as the Disbursement Agent
dated as of
September 30, 2004
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS; RULES OF INTERPRETATION
1.1
Definitions
1.2
Rules of Interpretation
1.3
_____________
BANK OF NOVA SCOTIA, – Mall Holding) and PHASE II MALL SUBSIDIARY, LLC, a Delaware limited liability company (Phase II Mall Subsidiary and, together with Phase II Mall Holding, the Phase II Mall Borrowers), THE BANK OF NOVA SCOTIA, a Canadian chartered bank, as the Bank Agent, THE BANK OF NOVA SCOTIA, a Canadian chartered bank, as the Phase II Mall Agent, GOLDMAN SACHS CREDIT PARTNERS L.P.,
_____________
BANK OF NOVA SCOTIA, – Phase II Mall Subsidiary and, together with Phase II Mall Holding, the Phase II Mall Borrowers), THE BANK OF NOVA SCOTIA, a Canadian chartered bank, as the Bank Agent, THE BANK OF NOVA SCOTIA, a Canadian chartered bank, as the Phase II Mall Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as the Bank Arranger and THE BANK OF NOVA SCOTIA, Canadian chartered bank,
_____________
dt 1340653
;
|
GS Credit
As referenced in this Master Disbursement Agreement:
GOLDMAN SACHS CREDIT PARTNERS L. – PHASE II MALL HOLDING, LLC,
PHASE II MALL SUBSIDIARY, LLC,
THE BANK OF NOVA SCOTIA,
as the Bank Agent,
THE BANK OF NOVA SCOTIA,
as the Phase II Mall Agent,
GOLDMAN SACHS CREDIT PARTNERS L. P.,
as the Bank Arranger
and
THE BANK OF NOVA SCOTIA,
as the Disbursement Agent
dated as of
September 30, 2004
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS; RULES OF INTERPRETATION
_____________
GOLDMAN SACHS CREDIT PARTNERS L. – Mall Borrowers), THE BANK OF NOVA SCOTIA, a Canadian chartered bank, as the Bank Agent, THE BANK OF NOVA SCOTIA, a Canadian chartered bank, as the Phase II Mall Agent, GOLDMAN SACHS CREDIT PARTNERS L. P., as the Bank Arranger and THE BANK OF NOVA SCOTIA, Canadian chartered bank, as the Disbursement Agent.
RECITALS
A. Existing Casino Resort. Las Vegas Sands, Inc., a Nevada corporation (
_____________
Goldman Sachs Credit Partners L. – Phase II Mall Subsidiary to Phase II Mall Buyer for the consideration set forth in the Phase II Mall Purchase Agreement.
E. Bank Credit Agreement. LVSI, VCR, the Bank Agent, Goldman Sachs Credit Partners L. P., as Bank Arranger, and the Bank Lenders have entered into the Bank Credit Agreement, pursuant to which the Bank Lenders have agreed, subject to the terms thereof and hereof,
_____________
Goldman Sachs Credit Partners L. – of Nova Scotia
580 California Street, 21st Floor
San Francisco, CA 94104
Attn: Alan Pendergast
Telephone No.: (415) 616-4155
Facsimile No.: (415) 397-0791
If to the Bank Arranger:
Goldman Sachs Credit Partners L. P.
85 Broad Street
New York, NY 10004
Attn: Elizabeth Fischer
Telephone No.: (212) 902-1021
Facsimile No.: (212) 902-3000
with a copy to
Latham & Watkins LLP
Bank
_____________
GOLDMAN SACHS CREDIT PARTNERS L. – Alan Pendergast
Title:
Managing Director
PHASE II MALL AGENT:
THE BANK OF NOVA SCOTIA,
a Canadian chartered bank
By:
/s/ Alan Pendergast
Name:
Alan Pendergast
Title:
Managing Director
BANK ARRANGER:
GOLDMAN SACHS CREDIT PARTNERS L. P.,
a Bermuda limited partnership
By:
/s/ William W. Archer
Name:
William W. Archer
Title:
Managing Director
DISBURSEMENT AGENT:
THE BANK OF NOVA SCOTIA,
a Canadian chartered bank
By:
/s/
_____________
dt 1553051
;
 Paul Weiss
As referenced in this Master Disbursement Agreement:
Paul, Weiss – Lido Casino Resort, LLC
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: General Counsel
Telephone No.: (702) 414-4409
Facsimile No.: (702) 414-4421
with a copy to:
Paul, Weiss , Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attn: Harris Freidus
Telephone No.: (212) 373-3000
Facsimile No.: (212) 492-0064
_____________
Paul, Weiss – Mall Subsidiary, LLC
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: General Counsel
Telephone No.: (702) 414-4409
Facsimile No.: (702) 414-4421
70
with a copy to:
Paul, Weiss , Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Attn: Harris Freidus
Telephone No.: (212) 373-3000
Facsimile No.: (212) 492-0064
_____________
dt 1336949
|
Preview
Full Doc
| 2002 |
Master Disbursement Agreement
Master Disbursement Agreement (660K)
Doc #1309559: Click preview link for longer preview.
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.?DEFINITIONS; RULES . . .
1309559
|
Wynn Resorts
As referenced in this Master Disbursement Agreement:
Wynn Resorts, Limited – 227,610) has been irrevocably and unconditionally contributed to Wynn Las Vegas and deposited into the Company's Funds Account and (d) net proceeds of the initial public offering of Wynn Resorts, Limited in the amount of Three Hundred Ninety Million Four Hundred Sixty Five Thousand Three Hundred Fifty Dollars ($390,465,350) has been irrevocably and unconditionally contributed to Wynn Las
_____________
Wynn Resorts, Limited – of its Subsidiaries of any material part of its business or property except any Disposition in connection with the transactions contemplated by the initial public offering of the stock of Wynn Resorts, Limited or the Operative Documents.
4.7.2 Since December 31, 2001, there has been no development or event that has or could reasonably be expected to have a Material
_____________
Wynn Resorts, Limited – the Code which is not exempt under Section 408 of ERISA or under Section 4975(d) of the Code.
4.21 Subsidiaries and Beneficial Interest. As of the Closing Date, Wynn Resorts, Limited is the sole member of Valvino. As of the Closing Date, the direct Subsidiaries of Valvino and each other Loan Party are shown on Exhibit AA and neither Valvino
_____________
Wynn Resorts, Limited – i) Valvino is the sole member of Wynn Resorts Holdings, and as such, Valvino has the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited , a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and
_____________
Wynn Resorts, Limited – the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited, a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and Wynn Resorts Holdings.
4.22 Labor Disputes and Acts of God. Neither the business nor
_____________
dt 1413267
;
BofA Securities
As referenced in this Master Disbursement Agreement:
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – constitute Project Costs shall be disregarded for purposes of calculating whether the Project is In Balance.
"Representatives of the Underwriters" means Deutsche Bank Securities, Inc., Bear Stearns & Co. Inc., Banc of America Securities LLC and Dresdner Kleinwort WassersteinGrantchester, Inc.
"Required Completion Amount" has the meaning given in Section 2.9(a) of the Disbursement Agreement.
"Required Contractor Certificates" means, with respect to each
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
dt 1356772
;
|
BofA
As referenced in this Master Disbursement Agreement:
Bank of America, N.A. – Credit Agreement.
"Bank Fee Letter" the Amended and Restated Credit Facilities Fee Letter, dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Bank Golf Course Deed of Trust" means that certain Deed of Trust dated as
_____________
Bank of America, N.A. – any other collateral account agreement entered into on or after the Closing Date granting any one or more of the Lenders a security interest in any account.
"Collateral Agent" means Bank of America, N.A. in its capacity as collateral agent under the Collateral Agency Agreement and its successors in such capacity.
"Collateral Agency Agreement" means that certain Collateral Agency Agreement dated as of
_____________
Bank of America, N.A. – applicable Facility Agreement.
"Commitment Letter" means that certain Amended and Restated Commitment Letter dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Company" means Wynn Las Vegas, Capital Corp. and Wynn Design, jointly and severally.
"Company
_____________
Bank of America, N.A. – operating costs of the "preview center" at the Site shall constitute Operating Costs at all times.
"Operative Documents" means the Financing Agreements and the Project Documents.
"Original Aircraft Lender" means Bank of America, N.A.
"Outside Completion Deadline" means September 30, 2005.
"Outstanding Releases" has the meaning given in Section 3.3.7 of the Disbursement Agreement.
23
"Palo" means Palo, LLC, a Delaware
_____________
Bank of America, N.A. – Secured Parties.
"Securities Intermediary" means Deutsche Bank Trust Company Americas in its capacity as securities intermediary under the Company Collateral Account Agreements and the Completion Guaranty Collateral Account Agreements and Bank of America, N.A. in its capacity as securities intermediary under the Local Account Company Collateral Account Agreements and the FF&E Local Company Collateral Account Agreement, in each case, and its
_____________
dt 1555784
;
Deutsche Bank
As referenced in this Master Disbursement Agreement:
Deutsche Bank Securities, Inc – facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities Inc – Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715
If to the Bank Agent:
Deutsche Bank Trust Company Americas
c/o Deutsche Bank Securities Inc .
200 Crescent Court, Suite 550
Dallas, TX 75201
Attn: Gerard Dupont
Telephone No.: (214) 740-7913
Facsimile No.: (214) 740-7910
77
If to the Indenture Trustee:
Wells Fargo
_____________
Deutsche Bank Securities, Inc – its successors in such capacity.
"Bank Agent Fee Letter" means that certain Second Amended and Restated Administrative Agent Fee Letter dated as of October 30, 2002 among Wynn Las Vegas, Deutsche Bank Securities, Inc . and the Bank Agent.
"Bank Company Collateral Account Agreement" means that certain Bank Company Collateral Account Agreement dated as of October 30, 2002 among the Company, the Bank Agent,
_____________
Deutsche Bank Securities, Inc – Bank Agent, the Disbursement Agent and the Securities Intermediary.
"Bank Credit Agreement" means that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities, Inc – disbursement agent under the Disbursement Agreement and its successors in such capacity.
"Disbursement Agent Fee Letter" means that certain Disbursement Agent Fee Letter dated October 30, 2002 among the Company, Deutsche Bank Securities, Inc . and the Disbursement Agent.
"Disbursement Agreement" means that certain Master Disbursement Agreement dated as of October 30, 2002 among the Company, the Bank Agent, the Indenture Trustee, the FF&
_____________
dt 1376891
;
DB Trust
As referenced in this Master Disbursement Agreement:
DEUTSCHE BANK TRUST CO – this document
Exhibit 10.1
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK
_____________
DEUTSCHE BANK TRUST CO – BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.DEFINITIONS; RULES OF INTERPRETATION
2
1.1
Definitions
2
1.2
Rules of Interpretation
2
1.3
Conflict
_____________
DEUTSCHE BANK TRUST CO – a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent,
_____________
DEUTSCHE BANK TRUST CO – AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Disbursement Agent.
RECITALS
A. The Project. The Company proposes to develop, construct and operate the Le Rve Casino Resort, a hotel and casino resort, with
_____________
Deutsche Bank Trust Co – be disregarded for purposes of this sentence.
2.3 Company Accounts.
2.3.1 Company's Funds Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Co mpany Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all
_____________
dt 1391035
|
Preview
Full Doc
| 2002 |
Master Disbursement Agreement
Master Disbursement Agreement (660K)
Doc #1309621: Click preview link for longer preview.
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.?DEFINITIONS; RULES . . .
1309621
|
Wynn Resorts
As referenced in this Master Disbursement Agreement:
Wynn Resorts, Limited – 227,610) has been irrevocably and unconditionally contributed to Wynn Las Vegas and deposited into the Company's Funds Account and (d) net proceeds of the initial public offering of Wynn Resorts, Limited in the amount of Three Hundred Ninety Million Four Hundred Sixty Five Thousand Three Hundred Fifty Dollars ($390,465,350) has been irrevocably and unconditionally contributed to Wynn Las
_____________
Wynn Resorts, Limited – of its Subsidiaries of any material part of its business or property except any Disposition in connection with the transactions contemplated by the initial public offering of the stock of Wynn Resorts, Limited or the Operative Documents.
4.7.2 Since December 31, 2001, there has been no development or event that has or could reasonably be expected to have a Material
_____________
Wynn Resorts, Limited – the Code which is not exempt under Section 408 of ERISA or under Section 4975(d) of the Code.
4.21 Subsidiaries and Beneficial Interest. As of the Closing Date, Wynn Resorts, Limited is the sole member of Valvino. As of the Closing Date, the direct Subsidiaries of Valvino and each other Loan Party are shown on Exhibit AA and neither Valvino
_____________
Wynn Resorts, Limited – i) Valvino is the sole member of Wynn Resorts Holdings, and as such, Valvino has the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited , a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and
_____________
Wynn Resorts, Limited – the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited, a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and Wynn Resorts Holdings.
4.22 Labor Disputes and Acts of God. Neither the business nor
_____________
dt 1413276
;
BofA Securities
As referenced in this Master Disbursement Agreement:
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – constitute Project Costs shall be disregarded for purposes of calculating whether the Project is In Balance.
"Representatives of the Underwriters" means Deutsche Bank Securities, Inc., Bear Stearns & Co. Inc., Banc of America Securities LLC and Dresdner Kleinwort WassersteinGrantchester, Inc.
"Required Completion Amount" has the meaning given in Section 2.9(a) of the Disbursement Agreement.
"Required Contractor Certificates" means, with respect to each
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
dt 1356777
;
|
BofA
As referenced in this Master Disbursement Agreement:
Bank of America, N.A. – Credit Agreement.
"Bank Fee Letter" the Amended and Restated Credit Facilities Fee Letter, dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Bank Golf Course Deed of Trust" means that certain Deed of Trust dated as
_____________
Bank of America, N.A. – any other collateral account agreement entered into on or after the Closing Date granting any one or more of the Lenders a security interest in any account.
"Collateral Agent" means Bank of America, N.A. in its capacity as collateral agent under the Collateral Agency Agreement and its successors in such capacity.
"Collateral Agency Agreement" means that certain Collateral Agency Agreement dated as of
_____________
Bank of America, N.A. – applicable Facility Agreement.
"Commitment Letter" means that certain Amended and Restated Commitment Letter dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Company" means Wynn Las Vegas, Capital Corp. and Wynn Design, jointly and severally.
"Company
_____________
Bank of America, N.A. – operating costs of the "preview center" at the Site shall constitute Operating Costs at all times.
"Operative Documents" means the Financing Agreements and the Project Documents.
"Original Aircraft Lender" means Bank of America, N.A.
"Outside Completion Deadline" means September 30, 2005.
"Outstanding Releases" has the meaning given in Section 3.3.7 of the Disbursement Agreement.
23
"Palo" means Palo, LLC, a Delaware
_____________
Bank of America, N.A. – Secured Parties.
"Securities Intermediary" means Deutsche Bank Trust Company Americas in its capacity as securities intermediary under the Company Collateral Account Agreements and the Completion Guaranty Collateral Account Agreements and Bank of America, N.A. in its capacity as securities intermediary under the Local Account Company Collateral Account Agreements and the FF&E Local Company Collateral Account Agreement, in each case, and its
_____________
dt 1555787
;
Deutsche Bank
As referenced in this Master Disbursement Agreement:
Deutsche Bank Securities, Inc – facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities Inc – Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715
If to the Bank Agent:
Deutsche Bank Trust Company Americas
c/o Deutsche Bank Securities Inc .
200 Crescent Court, Suite 550
Dallas, TX 75201
Attn: Gerard Dupont
Telephone No.: (214) 740-7913
Facsimile No.: (214) 740-7910
77
If to the Indenture Trustee:
Wells Fargo
_____________
Deutsche Bank Securities, Inc – its successors in such capacity.
"Bank Agent Fee Letter" means that certain Second Amended and Restated Administrative Agent Fee Letter dated as of October 30, 2002 among Wynn Las Vegas, Deutsche Bank Securities, Inc . and the Bank Agent.
"Bank Company Collateral Account Agreement" means that certain Bank Company Collateral Account Agreement dated as of October 30, 2002 among the Company, the Bank Agent,
_____________
Deutsche Bank Securities, Inc – Bank Agent, the Disbursement Agent and the Securities Intermediary.
"Bank Credit Agreement" means that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities, Inc – disbursement agent under the Disbursement Agreement and its successors in such capacity.
"Disbursement Agent Fee Letter" means that certain Disbursement Agent Fee Letter dated October 30, 2002 among the Company, Deutsche Bank Securities, Inc . and the Disbursement Agent.
"Disbursement Agreement" means that certain Master Disbursement Agreement dated as of October 30, 2002 among the Company, the Bank Agent, the Indenture Trustee, the FF&
_____________
dt 1376896
;
DB Trust
As referenced in this Master Disbursement Agreement:
DEUTSCHE BANK TRUST CO – this document
Exhibit 10.29
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK
_____________
DEUTSCHE BANK TRUST CO – BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.DEFINITIONS; RULES OF INTERPRETATION
2
1.1
Definitions
2
1.2
Rules of Interpretation
2
1.3
Conflict
_____________
DEUTSCHE BANK TRUST CO – a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent,
_____________
DEUTSCHE BANK TRUST CO – AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Disbursement Agent.
RECITALS
A. The Project. The Company proposes to develop, construct and operate the Le Rve Casino Resort, a hotel and casino resort, with
_____________
Deutsche Bank Trust Co – be disregarded for purposes of this sentence.
2.3 Company Accounts.
2.3.1 Company's Funds Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Co mpany Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all
_____________
dt 1391044
|
Preview
Full Doc
| 2002 |
Master Disbursement Agreement
Master Disbursement Agreement (660K)
Doc #1312532: Click preview link for longer preview.
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.?DEFINITIONS; RULES . . .
1312532
|
Wynn Resorts
As referenced in this Master Disbursement Agreement:
Wynn Resorts, Limited – 227,610) has been irrevocably and unconditionally contributed to Wynn Las Vegas and deposited into the Company's Funds Account and (d) net proceeds of the initial public offering of Wynn Resorts, Limited in the amount of Three Hundred Ninety Million Four Hundred Sixty Five Thousand Three Hundred Fifty Dollars ($390,465,350) has been irrevocably and unconditionally contributed to Wynn Las
_____________
Wynn Resorts, Limited – of its Subsidiaries of any material part of its business or property except any Disposition in connection with the transactions contemplated by the initial public offering of the stock of Wynn Resorts, Limited or the Operative Documents.
4.7.2 Since December 31, 2001, there has been no development or event that has or could reasonably be expected to have a Material
_____________
Wynn Resorts, Limited – the Code which is not exempt under Section 408 of ERISA or under Section 4975(d) of the Code.
4.21 Subsidiaries and Beneficial Interest. As of the Closing Date, Wynn Resorts, Limited is the sole member of Valvino. As of the Closing Date, the direct Subsidiaries of Valvino and each other Loan Party are shown on Exhibit AA and neither Valvino
_____________
Wynn Resorts, Limited – i) Valvino is the sole member of Wynn Resorts Holdings, and as such, Valvino has the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited , a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and
_____________
Wynn Resorts, Limited – the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited, a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and Wynn Resorts Holdings.
4.22 Labor Disputes and Acts of God. Neither the business nor
_____________
dt 1413280
;
BofA Securities
As referenced in this Master Disbursement Agreement:
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – constitute Project Costs shall be disregarded for purposes of calculating whether the Project is In Balance.
"Representatives of the Underwriters" means Deutsche Bank Securities, Inc., Bear Stearns & Co. Inc., Banc of America Securities LLC and Dresdner Kleinwort WassersteinGrantchester, Inc.
"Required Completion Amount" has the meaning given in Section 2.9(a) of the Disbursement Agreement.
"Required Contractor Certificates" means, with respect to each
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
dt 1356796
;
|
BofA
As referenced in this Master Disbursement Agreement:
Bank of America, N.A. – Credit Agreement.
"Bank Fee Letter" the Amended and Restated Credit Facilities Fee Letter, dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Bank Golf Course Deed of Trust" means that certain Deed of Trust dated as
_____________
Bank of America, N.A. – any other collateral account agreement entered into on or after the Closing Date granting any one or more of the Lenders a security interest in any account.
"Collateral Agent" means Bank of America, N.A. in its capacity as collateral agent under the Collateral Agency Agreement and its successors in such capacity.
"Collateral Agency Agreement" means that certain Collateral Agency Agreement dated as of
_____________
Bank of America, N.A. – applicable Facility Agreement.
"Commitment Letter" means that certain Amended and Restated Commitment Letter dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Company" means Wynn Las Vegas, Capital Corp. and Wynn Design, jointly and severally.
"Company
_____________
Bank of America, N.A. – operating costs of the "preview center" at the Site shall constitute Operating Costs at all times.
"Operative Documents" means the Financing Agreements and the Project Documents.
"Original Aircraft Lender" means Bank of America, N.A.
"Outside Completion Deadline" means September 30, 2005.
"Outstanding Releases" has the meaning given in Section 3.3.7 of the Disbursement Agreement.
23
"Palo" means Palo, LLC, a Delaware
_____________
Bank of America, N.A. – Secured Parties.
"Securities Intermediary" means Deutsche Bank Trust Company Americas in its capacity as securities intermediary under the Company Collateral Account Agreements and the Completion Guaranty Collateral Account Agreements and Bank of America, N.A. in its capacity as securities intermediary under the Local Account Company Collateral Account Agreements and the FF&E Local Company Collateral Account Agreement, in each case, and its
_____________
dt 1555791
;
Deutsche Bank
As referenced in this Master Disbursement Agreement:
Deutsche Bank Securities, Inc – facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities Inc – Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715
If to the Bank Agent:
Deutsche Bank Trust Company Americas
c/o Deutsche Bank Securities Inc .
200 Crescent Court, Suite 550
Dallas, TX 75201
Attn: Gerard Dupont
Telephone No.: (214) 740-7913
Facsimile No.: (214) 740-7910
77
If to the Indenture Trustee:
Wells Fargo
_____________
Deutsche Bank Securities, Inc – its successors in such capacity.
"Bank Agent Fee Letter" means that certain Second Amended and Restated Administrative Agent Fee Letter dated as of October 30, 2002 among Wynn Las Vegas, Deutsche Bank Securities, Inc . and the Bank Agent.
"Bank Company Collateral Account Agreement" means that certain Bank Company Collateral Account Agreement dated as of October 30, 2002 among the Company, the Bank Agent,
_____________
Deutsche Bank Securities, Inc – Bank Agent, the Disbursement Agent and the Securities Intermediary.
"Bank Credit Agreement" means that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities, Inc – disbursement agent under the Disbursement Agreement and its successors in such capacity.
"Disbursement Agent Fee Letter" means that certain Disbursement Agent Fee Letter dated October 30, 2002 among the Company, Deutsche Bank Securities, Inc . and the Disbursement Agent.
"Disbursement Agreement" means that certain Master Disbursement Agreement dated as of October 30, 2002 among the Company, the Bank Agent, the Indenture Trustee, the FF&
_____________
dt 1376921
;
DB Trust
As referenced in this Master Disbursement Agreement:
DEUTSCHE BANK TRUST CO – this document
Exhibit 10.1
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK
_____________
DEUTSCHE BANK TRUST CO – BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.DEFINITIONS; RULES OF INTERPRETATION
2
1.1
Definitions
2
1.2
Rules of Interpretation
2
1.3
Conflict
_____________
DEUTSCHE BANK TRUST CO – a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent,
_____________
DEUTSCHE BANK TRUST CO – AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Disbursement Agent.
RECITALS
A. The Project. The Company proposes to develop, construct and operate the Le Rve Casino Resort, a hotel and casino resort, with
_____________
Deutsche Bank Trust Co – be disregarded for purposes of this sentence.
2.3 Company Accounts.
2.3.1 Company's Funds Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Co mpany Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all
_____________
dt 1391047
|
Preview
Full Doc
| 2002 |
Master Disbursement Agreement
Master Disbursement Agreement (660K)
Doc #1312583: Click preview link for longer preview.
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.?DEFINITIONS; RULES . . .
1312583
|
Wynn Resorts
As referenced in this Master Disbursement Agreement:
Wynn Resorts, Limited – 227,610) has been irrevocably and unconditionally contributed to Wynn Las Vegas and deposited into the Company's Funds Account and (d) net proceeds of the initial public offering of Wynn Resorts, Limited in the amount of Three Hundred Ninety Million Four Hundred Sixty Five Thousand Three Hundred Fifty Dollars ($390,465,350) has been irrevocably and unconditionally contributed to Wynn Las
_____________
Wynn Resorts, Limited – of its Subsidiaries of any material part of its business or property except any Disposition in connection with the transactions contemplated by the initial public offering of the stock of Wynn Resorts, Limited or the Operative Documents.
4.7.2 Since December 31, 2001, there has been no development or event that has or could reasonably be expected to have a Material
_____________
Wynn Resorts, Limited – the Code which is not exempt under Section 408 of ERISA or under Section 4975(d) of the Code.
4.21 Subsidiaries and Beneficial Interest. As of the Closing Date, Wynn Resorts, Limited is the sole member of Valvino. As of the Closing Date, the direct Subsidiaries of Valvino and each other Loan Party are shown on Exhibit AA and neither Valvino
_____________
Wynn Resorts, Limited – i) Valvino is the sole member of Wynn Resorts Holdings, and as such, Valvino has the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited , a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and
_____________
Wynn Resorts, Limited – the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited, a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and Wynn Resorts Holdings.
4.22 Labor Disputes and Acts of God. Neither the business nor
_____________
dt 1413289
;
BofA Securities
As referenced in this Master Disbursement Agreement:
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – constitute Project Costs shall be disregarded for purposes of calculating whether the Project is In Balance.
"Representatives of the Underwriters" means Deutsche Bank Securities, Inc., Bear Stearns & Co. Inc., Banc of America Securities LLC and Dresdner Kleinwort WassersteinGrantchester, Inc.
"Required Completion Amount" has the meaning given in Section 2.9(a) of the Disbursement Agreement.
"Required Contractor Certificates" means, with respect to each
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
Banc of America Securities LLC – Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC , as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc.,
_____________
dt 1356801
;
|
BofA
As referenced in this Master Disbursement Agreement:
Bank of America, N.A. – Credit Agreement.
"Bank Fee Letter" the Amended and Restated Credit Facilities Fee Letter, dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Bank Golf Course Deed of Trust" means that certain Deed of Trust dated as
_____________
Bank of America, N.A. – any other collateral account agreement entered into on or after the Closing Date granting any one or more of the Lenders a security interest in any account.
"Collateral Agent" means Bank of America, N.A. in its capacity as collateral agent under the Collateral Agency Agreement and its successors in such capacity.
"Collateral Agency Agreement" means that certain Collateral Agency Agreement dated as of
_____________
Bank of America, N.A. – applicable Facility Agreement.
"Commitment Letter" means that certain Amended and Restated Commitment Letter dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A. , Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.
"Company" means Wynn Las Vegas, Capital Corp. and Wynn Design, jointly and severally.
"Company
_____________
Bank of America, N.A. – operating costs of the "preview center" at the Site shall constitute Operating Costs at all times.
"Operative Documents" means the Financing Agreements and the Project Documents.
"Original Aircraft Lender" means Bank of America, N.A.
"Outside Completion Deadline" means September 30, 2005.
"Outstanding Releases" has the meaning given in Section 3.3.7 of the Disbursement Agreement.
23
"Palo" means Palo, LLC, a Delaware
_____________
Bank of America, N.A. – Secured Parties.
"Securities Intermediary" means Deutsche Bank Trust Company Americas in its capacity as securities intermediary under the Company Collateral Account Agreements and the Completion Guaranty Collateral Account Agreements and Bank of America, N.A. in its capacity as securities intermediary under the Local Account Company Collateral Account Agreements and the FF&E Local Company Collateral Account Agreement, in each case, and its
_____________
dt 1555794
;
Deutsche Bank
As referenced in this Master Disbursement Agreement:
Deutsche Bank Securities, Inc – facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.
B. Bank Credit Agreement. Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities Inc – Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715
If to the Bank Agent:
Deutsche Bank Trust Company Americas
c/o Deutsche Bank Securities Inc .
200 Crescent Court, Suite 550
Dallas, TX 75201
Attn: Gerard Dupont
Telephone No.: (214) 740-7913
Facsimile No.: (214) 740-7910
77
If to the Indenture Trustee:
Wells Fargo
_____________
Deutsche Bank Securities, Inc – its successors in such capacity.
"Bank Agent Fee Letter" means that certain Second Amended and Restated Administrative Agent Fee Letter dated as of October 30, 2002 among Wynn Las Vegas, Deutsche Bank Securities, Inc . and the Bank Agent.
"Bank Company Collateral Account Agreement" means that certain Bank Company Collateral Account Agreement dated as of October 30, 2002 among the Company, the Bank Agent,
_____________
Deutsche Bank Securities, Inc – Bank Agent, the Disbursement Agent and the Securities Intermediary.
"Bank Credit Agreement" means that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc ., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co.
_____________
Deutsche Bank Securities, Inc – disbursement agent under the Disbursement Agreement and its successors in such capacity.
"Disbursement Agent Fee Letter" means that certain Disbursement Agent Fee Letter dated October 30, 2002 among the Company, Deutsche Bank Securities, Inc . and the Disbursement Agent.
"Disbursement Agreement" means that certain Master Disbursement Agreement dated as of October 30, 2002 among the Company, the Bank Agent, the Indenture Trustee, the FF&
_____________
dt 1376926
;
DB Trust
As referenced in this Master Disbursement Agreement:
DEUTSCHE BANK TRUST CO – this document
Exhibit 10.29
MASTER DISBURSEMENT AGREEMENT
among
WYNN LAS VEGAS, LLC,
WYNN LAS VEGAS CAPITAL CORP.
and
WYNN DESIGN & DEVELOPMENT, LLC,
jointly and severally as the Company,
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK
_____________
DEUTSCHE BANK TRUST CO – BANK TRUST COMPANY AMERICAS,
as the Bank Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,
and
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
as the Disbursement Agent
TABLE OF CONTENTS
Page
ARTICLE 1.DEFINITIONS; RULES OF INTERPRETATION
2
1.1
Definitions
2
1.2
Rules of Interpretation
2
1.3
Conflict
_____________
DEUTSCHE BANK TRUST CO – a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent,
_____________
DEUTSCHE BANK TRUST CO – AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST CO MPANY AMERICAS, as the initial Disbursement Agent.
RECITALS
A. The Project. The Company proposes to develop, construct and operate the Le Rve Casino Resort, a hotel and casino resort, with
_____________
Deutsche Bank Trust Co – be disregarded for purposes of this sentence.
2.3 Company Accounts.
2.3.1 Company's Funds Account. On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Co mpany Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all
_____________
dt 1391056
|
Preview
Full Doc
| 2004 |
Cash Collateral and Disbursement Agreement
Cash Collateral and Disbursement Agreement (505K)
Doc #1334944: Click preview link for longer preview.
CASH COLLATERAL AND DISBURSEMENT AGREEMENT
Among
U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as Disbursement Agent,
U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as Trustee,
PROFESSIONAL ASSOCIATES CONSTRUCTION SERVICES, INC.,
a California corporation
PREMIER ENTERTAINMENT BILOXI LLC,
a Delaware limited . . .
1334944
| |
Duane Morris
As referenced in this Cash Collateral and Disbursement Agreement:
Duane Morris – to:
Balch & Bingham LLP
1310 Twenty Fifth Avenue
Gulfport, Mississippi 39501
Telephone: (228) 214-0411
Facsimile: (888) 506-8674
Attention: Ricky J. Cox, Esquire
with a further copy to:
Duane Morris LLC
227 West Monroe Street, Suite 3400
Chicago, Illinois 60606
Attention: Brian P. Kerwin, Esq.
Telephone: (312) 499-6737
Facsimile: (312) 499-6701
To the Independent Construction Consultant:
Professional
_____________
DUANE MORRIS – SERVICES), as compensation payable to the
Independent Construction Consultant pursuant to SECTION 3.3 of the Agreement for
the first month after the Issuance Date;
(f) $650,000.00 TO DUANE MORRIS LLP, as payment of certain legal fees
incurred in connection with the issuance of the First Mortgage Notes;
(g) $425,000.00 TO BALCH & BINGHAM LLP, as payment
_____________
Duane Morris – If to Premier:
Premier Entertainment Biloxi LLC
11400 Reichold Road
Gulfport, MS 39503
Attn: Joseph Billhimer
Telecopy No.: (228) 594-4021
Telephone No.: (228) 896-4078
With a copy to:
Duane Morris LLP
227 West Monroe Street, Suite 3400
Chicago, Illinois 60606
Attention: Brian P. Kerwin, Esq.
Telecopy No.: (312) 499-6701
Telephone No.: (312) 499-6701
16. This Consent shall
_____________
dt 1723506
|
Preview
Full Doc
| 2006 |
Disbursement Agreement
Disbursement Agreement (55K)
Doc #2095293: Click preview link for longer preview.
DISBURSEMENT AGREEMENT
among
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Disbursement Agent,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Trustee,
and
IDLEAIRE TECHNOLOGIES CORPORATION,
as the Issuer
Dated as of December 30, 2005
TABLE OF CONTENTS
1. Definitions.
2
1.1 Defined Terms
2
1.2 Additional Defined Terms
4
1.3 Rules of Interpretation
5
. . .
2095293
| |
McGraw-Hill Companies
As referenced in this Disbursement Agreement:
McGraw-Hill Companies, Inc – e.g., completion benchmarks or required to release to a subcontractor) have been achieved under the Contract.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., and its successors; provided, that any reference to a particular rating by S&P shall be construed to apply to the corresponding rating of any successor.
Supporting Documentation
_____________
dt 1519974
|
Preview
Full Doc
| 2004 |
Cash Collateral and Disbursement Agreement
Cash Collateral and Disbursement Agreement (505K)
Doc #2324460: Click preview link for longer preview.
CASH COLLATERAL AND DISBURSEMENT AGREEMENT
Among
U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as Disbursement Agent,
U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as Trustee,
PROFESSIONAL ASSOCIATES CONSTRUCTION SERVICES, INC.,
a California corporation
PREMIER ENTERTAINMENT BILOXI LLC,
a Delaware limited . . .
2324460
|
Paul Steelman
As referenced in this Cash Collateral and Disbursement Agreement:
Paul Steelman, Ltd – in
connection with the performance of the design, construction, operation or
maintenance of the Facility, and permits issued pursuant to any building,
mechanical, electrical, plumbing or similar codes.
"ARCHITECT" means Paul Steelman, Ltd . and its successors identified by
notice from the Issuer to the Disbursement Agent.
"ARCHITECTURAL SERVICES AGREEMENT" means that certain Owner-Architect
Agreement dated as of November 21, 2003 between
_____________
(PAUL STEELMAN LTD – Bond $ 614,679.00
Contractor's Insurance $ 893,333.00
Building Permit $ 164,579.00
Corn Island Performance Bond $ 43,176.00
{/Table}
(d) $671,447.82 TO THE ARCHITECT (PAUL STEELMAN LTD .), as payment of
certain fees incurred under the Architectural Services Agreement for payment of
design and construction drawings;
(e) $16,875.00 TO THE INDEPENDENT CONSTRUCTION CONSULTANT
(PROFESSIONAL ASSOCIATES
_____________
Paul Steelman, Ltd – PREMIER") and Premier Finance
Biloxi Corp. ("PFC", and jointly and severally with Premier, the
"ISSUER") Cash Collateral and Disbursement Agreement
Issuer's Closing Certification dated __________, 20__
Ladies and Gentlemen:
Paul Steelman, Ltd . (the "ARCHITECT") hereby certifies to each of you as
follows;
(a) The Architect has reviewed the above referenced Issuer's Closing
Certification from the Issuer and the Cash Collateral
_____________
PAUL STEELMAN, LTD – referenced Issuer's Closing Certification are accurate.
The Disbursement Agent and the Issuer are entitled to rely on the foregoing
representations, warranties and certifications in connection with the Initial
Disbursements.
PAUL STEELMAN, LTD .
By:
---------------------------------
Name:
Title:
Page 2 of 2
EXHIBIT 8 to EXHIBIT B-1
{Page}
EXHIBIT 9 TO EXHIBIT B-1
AGREED PERMITS SCHEDULE
CONSTRUCTION PERIOD PERMITS
Page 1 of
_____________
Paul Steelman, Ltd – Re: Construction Disbursement Request dated __________, 20__ of
Premier Entertainment Biloxi LLC ("PREMIER") and Premier Finance Biloxi
Corp. ("PFC", and jointly and severally with Premier, the "ISSUER")
Ladies and Gentlemen:
Paul Steelman, Ltd . (the "ARCHITECT") hereby certifies as follows:
(a) The Architect has reviewed the above referenced Construction
Disbursement Request and the Cash Collateral and Disbursement Agreement dated as
of January 23,
_____________
dt 1482880
;
U.S. Bank, NA
As referenced in this Cash Collateral and Disbursement Agreement:
U.S. BANK NATIONAL ASSOCIATION, – {DOCUMENT}
{TYPE}EX-4.3
{SEQUENCE}10
{FILENAME}a2131395zex-4_3.txt
{DESCRIPTION}EXHIBIT 4.3
{TEXT}
{Page}
Exhibit 4.3
CASH COLLATERAL AND DISBURSEMENT AGREEMENT
Among
U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as Disbursement Agent,
U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as Trustee,
PROFESSIONAL ASSOCIATES CONSTRUCTION SERVICES, INC.,
a California corporation
PREMIER ENTERTAINMENT BILOXI
_____________
U.S. BANK NATIONAL ASSOCIATION, – a2131395zex-4_3.txt
{DESCRIPTION}EXHIBIT 4.3
{TEXT}
{Page}
Exhibit 4.3
CASH COLLATERAL AND DISBURSEMENT AGREEMENT
Among
U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as Disbursement Agent,
U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as Trustee,
PROFESSIONAL ASSOCIATES CONSTRUCTION SERVICES, INC.,
a California corporation
PREMIER ENTERTAINMENT BILOXI LLC,
a Delaware limited liability company
and
PREMIER FINANCE BILOXI CORP.,
a
_____________
U.S. BANK NATIONAL ASSOCIATION, – AGREEMENT
THIS CASH COLLATERAL AND DISBURSEMENT AGREEMENT (as amended, supplemented,
restated or otherwise modified from time to time, this "AGREEMENT") is dated as
of January 23, 2004, by and among U.S. BANK NATIONAL ASSOCIATION, a national
banking association, as disbursement agent, securities intermediary and
depositary bank (together with any successor disbursement agent permitted
hereunder, the "DISBURSEMENT AGENT"), U.S. BANK NATIONAL ASSOCIATION, a
_____________
U.S. BANK NATIONAL ASSOCIATION, – and among U.S. BANK NATIONAL ASSOCIATION, a national
banking association, as disbursement agent, securities intermediary and
depositary bank (together with any successor disbursement agent permitted
hereunder, the "DISBURSEMENT AGENT"), U.S. BANK NATIONAL ASSOCIATION, a national
banking association, as trustee under the Indenture (as defined below) (together
with its successors and assigns from time to time under the Indenture, the
"TRUSTEE"), PROFESSIONAL ASSOCIATES
_____________
U.S. Bank
National Association, – for the initial payment, which shall be
disbursed as set forth in SECTION 4.1 below), the Disbursement Agent shall
disburse $6,000.00 from the Construction Disbursement Account to U.S. Bank
National Association, which amount shall constitute compensation for services to
be performed by it in its capacity as Disbursement Agent, Trustee and Bond
Trustee during such year. On the first Business
_____________
dt 1567179
;
|
Balch & Bingham
As referenced in this Cash Collateral and Disbursement Agreement:
Balch & Bingham – Expenses."
"ISSUER'S CLOSING CERTIFICATION" means an Officer's Certificate signed
by Premier on behalf of the Issuer in the form attached hereto as EXHIBIT B-1.
"ISSUING AGENT" means Balch & Bingham , LLP, in its capacity as issuing
agent for the Title Company, together with any successor issuing agent
designated from time to time by the Title Company in a written
_____________
Balch & Bingham – To the Issuer:
Premier Entertainment Biloxi LLC
11400 Reichold Road
Gulfport, Mississippi 39503
Telecopy No.: (228) 594-4021
Telephone No.: (228) 896-4078
Attn: Joseph Billhimer
with a copy to:
Balch & Bingham LLP
1310 Twenty Fifth Avenue
Gulfport, Mississippi 39501
Telephone: (228) 214-0411
Facsimile: (888) 506-8674
Attention: Ricky J. Cox, Esquire
with a further copy to:
Duane Morris LLC
_____________
Balch & Bingham – Construction Consultant:
Professional Associates Construction Services
942 East Chapman Avenue
Orange, California 92866
47
{Page}
Attention: Kent Robertson
Telephone: (714) 289-2330
Facsimile: (714) 289-2979
To the Issuing Agent:
Balch & Bingham LLP
1310 Twenty Fifth Avenue
Gulfport, Mississippi 39501
Telephone: (228) 864-9900
Facsimile: (228) 864-8221
Attention: Jennifer Signs, Esq.
email: jsigns@balch.com
Rodger Wilder, Esq.
email: rwilder@
_____________
Balch & Bingham – relating to the Bonds:
{Table}
{S} {C}
Mississippi Business Finance Corp. $ 40,000.00
Watkins, Ludlam, Winter & Stennis, P.A. $ 61,415.18
Holley Grubbs, Mitcham & Phillips $ 9,000.00
Balch & Bingham LLP $ 5,000.00
{/Table}
(b) (i) transfer $500,000.00 from the Construction Disbursement
Account (U.S. Bank, N.A. Account No. 744829001) to the PFC Payment Account (
_____________
BALCH & BINGHAM – f) $650,000.00 TO DUANE MORRIS LLP, as payment of certain legal fees
incurred in connection with the issuance of the First Mortgage Notes;
(g) $425,000.00 TO BALCH & BINGHAM LLP, as payment of certain legal
fees undertaken in connection with the issuance of the First Mortgage Notes;
(h) $213,486.45 TO BALCH & BINGHAM LLP, as Issuing Agent
_____________
dt 1561553
;
Duane Morris
As referenced in this Cash Collateral and Disbursement Agreement:
Duane Morris – copy to:
Balch & Bingham LLP
1310 Twenty Fifth Avenue
Gulfport, Mississippi 39501
Telephone: (228) 214-0411
Facsimile: (888) 506-8674
Attention: Ricky J. Cox, Esquire
with a further copy to:
Duane Morris LLC
227 West Monroe Street, Suite 3400
Chicago, Illinois 60606
Attention: Brian P. Kerwin, Esq.
Telephone: (312) 499-6737
Facsimile: (312) 499-6701
To the Independent Construction Consultant:
Professional
_____________
DUANE MORRIS – SERVICES), as compensation payable to the
Independent Construction Consultant pursuant to SECTION 3.3 of the Agreement for
the first month after the Issuance Date;
(f) $650,000.00 TO DUANE MORRIS LLP, as payment of certain legal fees
incurred in connection with the issuance of the First Mortgage Notes;
(g) $425,000.00 TO BALCH & BINGHAM LLP, as payment of
_____________
Duane Morris – If to Premier:
Premier Entertainment Biloxi LLC
11400 Reichold Road
Gulfport, MS 39503
Attn: Joseph Billhimer
Telecopy No.: (228) 594-4021
Telephone No.: (228) 896-4078
With a copy to:
Duane Morris LLP
227 West Monroe Street, Suite 3400
Chicago, Illinois 60606
Attention: Brian P. Kerwin, Esq.
Telecopy No.: (312) 499-6701
Telephone No.: (312) 499-6701
16. This Consent shall
_____________
dt 1582578
;
Latham & Watkins
As referenced in this Cash Collateral and Disbursement Agreement:
LATHAM & WATKINS – as Title Insurer, as payment of recording fees
incurred in connection with the recordation of certain Transaction Documents.
Page 2 of 4
EXHIBIT A
{Page}
(k) $59,505.57 TO LATHAM & WATKINS LLP, as payment of certain legal
fees incurred in connection with the issuance of the First Mortgage Notes;
(l) $13,333.33 TO HARD ROCK CAFE INTERNATIONAL, as payment
_____________
dt 1565299
|
| Full Doc
| 2007 |
Master Disbursement Agreement
Master Disbursement Agreement (4K)
Doc #3186163: This document is immediately available for purchase, but does not have a preview available for viewing.
3186163
| | |
| Full Doc
| 2007 |
Master Disbursement Agreement
Master Disbursement Agreement (4K)
Doc #3208061: This document is immediately available for purchase, but does not have a preview available for viewing.
3208061
| | |
| Full Doc
| 2010 |
Master Disbursement Agreement
Master Disbursement Agreement (10K)
Doc #4101267: This document is immediately available for purchase, but does not have a preview available for viewing.
4101267
| | |