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Exhibit 10.14    
  


 
  EXHIBIT A TO
  SECURITY AGREEMENT    
  


 
  AIRCRAFT SECURITY AGREEMENT SUPPLEMENT    
  


        Security Agreement Supplement No. 1 (this "Security Agreement Supplement No. 1") dated
October 30, 2002, by WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee of that certain trust created under the Trust Agreement dated as of
May 10, 2002 with World Travel, LLC, a Nevada limited liability company ("World Travel"), as Trustor (in such capacity, the  "Owner") and World Travel,
as Trustor under the Aircraft Trust in favor of WYNN LAS VEGAS, LLC, a Nevada limited liability company (being referred to
herein, together with any successor(s) thereto in such capacity, as the "Company"). Capitalized terms used herein and not otherwise defined shall have
the meanings given to such terms in the Security Agreement dated as of October 30, 2002, among the Owner, World Travel and the Company, a copy of which is attached hereto. 


 
 

WITNESSETH:    
  


        The Loan Agreement and Security Agreement provides for the execution and delivery from time to time of supplements to the Security Agreement substantially in the
form hereof which shall particularly describe the Aircraft Collateral and shall specifically grant a security interest in the Aircraft Collateral to the Company. 


        The
Security Agreement relates to the Aircraft Collateral described in Schedule A thereto, Schedule A to the Security Agreement and each Schedule A attached to each
other Security Agreement Supplement attached to the attached Security Agreement. 


        The
Owner hereby assigns and pledges to the Company, and hereby grants to the Company, a lien and security interest in and to all of the Aircraft Collateral, whether now or hereafter
existing or acquired, including the Aircraft Collateral more particularly described in Schedule A hereto. 



        TO
HAVE AND TO HOLD the aforesaid property unto the Company, its successors and assigns forever, upon the terms and conditions set forth in the Security Agreement to secure the payment
of the World Liabilities. 


        This
Supplement shall be construed in connection with and as part of the Security Agreement and all terms, conditions and covenants contained in the Security Agreement, except as herein
modified, shall be and remain in full force and effect. 


        Any
and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Security Agreement Supplement No. 1 may refer to
the "Security Agreement" without making specific reference to this Security Agreement Supplement No. 1, but nevertheless all such references shall be deemed to include this Security Agreement
Supplement No. 1 unless the context shall otherwise require. 


        Section 1.1.    Counterparts.    This Supplement No. 1 may be executed and delivered in any number of
counterparts, each of such counterparts constituting an original but all together only one Supplement. 


        Section 1.2.    Governing Law.    THIS SECURITY SUPPLEMENT NO. 1 AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE
THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 





 



        Section 1.3.    Headings.    Any headings or captions preceding the text of the several sections hereof are
intended solely for convenience of reference and shall not constitute a part of this Supplement No. 1 nor shall they affect its meaning, construction or effect. 



        Section 1.4.    The Company.    The Company shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Security Agreement Supplement or for or in respect of the recitals contained herein, all of which are made solely by the Owner. 


[Signature
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        IN WITNESS WHEREOF, Grantor has caused this Security Agreement Supplement No. 1 to be duly executed and delivered by its officer
thereunto duly authorized as of the date first above written. 



	 	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly set forth herein, but solely as trustee, as Owner
	

 	
 	

By:	
 	

/s/  C. SCOTT NIELSEN      

	 	 	 	 	 	 	Name:	 	C. Scott Nielsen
	 	 	 	 	 	 	Title:	 	Vice President
	

 	
 	
WORLD TRAVEL, LLC,

a Nevada limited liability company, as Trustor under the Aircraft Trust
	

 	
 	

 	
 	

By:	
 	
WYNN LAS VEGAS, LLC,

a Nevada limited liability company, its sole member
	

 	
 	

 	
 	

 	
 	

By:	
 	
WYNN RESORTS HOLDINGS, LLC,

a Nevada limited liability company, its sole member
	

 	
 	

 	
 	

 	
 	

 	
 	

By:	
 	
VALVINO LAMORE, LLC,

a Nevada limited liability company, its sole member
	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

By:	
 	
WYNN RESORTS, LIMITED,

a Nevada corporation, its sole member
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/  MARC H. RUBINSTEIN      

	 	 	 	 	 	 	 	 	Name:	 	Marc H. Rubinstein
	 	 	 	 	 	 	 	 	Title:	 	Senior Vice President, General Counsel & Secretary
	

 	
 	

Notice Address:
	

 	
 	

Attention:

Telephone:

Telefacsimile:
	
 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 



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Accepted by	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	
WYNN LAS VEGAS, LLC,

a Nevada limited liability company, as the Borrower
	

 	
 	

By:	
 	

Wynn Resorts Holdings, LLC, a Nevada limited liability company, its sole member
	

 	
 	

 	
 	

By:	
 	

Valvino Lamore, LLC, a Nevada limited liability company, its sole member
	

 	
 	

 	
 	

 	
 	

By:	
 	

Wynn Resorts, Limited, a Nevada corporation, its sole member
	

 	
 	

 	
 	

By:	
 	

/s/  MARC H. RUBINSTEIN      

	 	 	 	 	 	 	Name:	 	Marc H. Rubinstein
	 	 	 	 	 	 	Title:	 	Senior Vice President, General Counsel & Secretary
	

Notice Address:	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

Attention:

Telephone:

Telefacsimile:	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 




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DESCRIPTION OF AIRCRAFT COLLATERAL    
  


        One Bombardier Inc. model BD-700-1A10 Global Express aircraft bearing manufacturer's serial number 9065 and Federal Aviation
Administration Registration Number N711SW (formerly N789TP), including two BMW Rolls Royce BR 710A2-20/01 engines bearing manufacturer's serial numbers 12243 and 12244. 











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Exhibit 10.14

EXHIBIT A TO SECURITY AGREEMENT


AIRCRAFT SECURITY AGREEMENT SUPPLEMENT

WITNESSETH


DESCRIPTION OF AIRCRAFT COLLATERAL