On March 20, 2018, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. (the "Issuers"), wholly owned subsidiaries of Wynn Resorts, Limited (the "Company") executed a second supplemental indenture (the "Supplemental Indenture") to the Indenture dated May 22, 2013, as supplemented by that certain Supplemental Indenture dated as of February 18, 2015 (the “Indenture”), relating to the Issuers’ 4.25% Senior Notes due 2023 (the "Notes"). The Supplemental Indenture amended the Indenture by conforming the definition of “Change of Control” relating to ownership of equity interests in the Company in the Indenture to the terms of the indentures governing the Issuers’ other outstanding notes. The Supplemental Indenture was effective upon execution, but will be operative only upon the payment of an aggregate cash amount equal to $25 million (the "Consent Payment") to the holders of the Notes who validly delivered (and did not validly revoke) their consents in accordance with the procedures described in the Consent Solicitation Statement, dated March 15, 2018, prior to 5:00 p.m., New York City time, on March 20, 2018 (the "Expiration Time"). The Consent Payment will be paid to the consenting holders pro rata in accordance with the principal amount of Notes as to which consents were validly tendered (and not revoked) prior to the Expiration Time.

A copy of the Supplemental Indenture is attached hereto as Exhibit 4.1 and incorporated by reference herein. The foregoing description is qualified in its entirety by reference to the exhibit.

The Issuers had sought the consent of the holders of the Notes to the amendment contained in the Supplemental Indenture to a consent solicitation previously announced on March 15, 2018. On March20,2018, the Company announced that the Issuers had obtained sufficient consents to amend the Indenture. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

WYNN RESORTS LTD Exhibit
EX-4.1 2 ex41x032118x8k.htm EXHIBIT 4.1 Exhibit Exhibit 4.1WYNN LAS VEGAS,…
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About WYNN RESORTS, LIMITED (NASDAQ:WYNN)

Wynn Resorts, Limited is a developer, owner and operator of destination casino resorts that integrate accommodations and a range of amenities, including dining outlets, retail offerings, entertainment theaters and meeting complexes. The Company operates through two segments: Macau Operations and Las Vegas Operations. In Macau, it owns interest in Wynn Macau, Limited and operates Wynn Macau and Encore at Wynn Macau. Its integrated Macau resort of Wynn Macau and Encore at Wynn Macau features approximately 284,000 square feet of casino space with over 460 table games and over 710 slot machines. In Las Vegas, Nevada, it owns and operates Wynn Las Vegas and Encore at Wynn Las Vegas. Its integrated Las Vegas resort of Wynn Las Vegas and Encore at Wynn Las Vegas features approximately 186,000 square feet of casino space with over 230 table games and approximately 1,870 slot machines. In addition, the Company is developing an integrated casino resort in Everett, Massachusetts.