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Exhibit 10.19    
  


MANAGEMENT FEES SUBORDINATION AGREEMENT

Dated as of October 30, 2002  


        This MANAGEMENT FEES SUBORDINATION AGREEMENT (this "Agreement") is
made by Wynn Resorts, Limited, a Nevada corporation ("Wynn Resorts"), Wynn Las Vegas, LLC, a Nevada limited liability company
("Wynn Las Vegas"), Wynn Las Vegas Capital Corp., a Nevada corporation ("Wynn Capital" and, together
with Wynn Las Vegas, the "Issuers") and their subsidiaries and affiliates listed on Exhibit A
hereto (and, together with the Issuers, the "Wynn Entities") in favor of (a) Deutsche Bank Trust Company Americas, as Administrative Agent for
the lenders under the Bank Credit Agreement (as defined below), (b) Wells Fargo Bank Nevada National Association, as Collateral Agent under the FF&E Credit Agreement, and (c) Wells Fargo
Bank, National Association, as trustee for the benefit of the holders of the second mortgage notes (the "Second Mortgage Notes") issued pursuant to the
Second Mortgage Notes Indenture (as defined below). 


PRELIMINARY STATEMENTS:  


        1.    Wynn
Resorts and the Wynn Entities propose to develop and own the Le Rêve Casino Resort, a hotel and casino resort, with related parking structure and golf
course facilities to be developed on the Project site, all as more particularly described in the applicable exhibit to the Disbursement Agreement (the
"Project"). 


        2.    The
Wynn Entities desire to finance the development and construction of the Project with, among other things, (a) the proceeds of the issuance by the Issuers of
second mortgage notes issued under the Second Mortgage Notes Indenture, (b) borrowings by and other extensions of credit to Wynn Las Vegas under the Bank Credit Agreement and
(c) borrowings by and other extensions of credit to Wynn Las Vegas under the FF&E Credit Agreement. 


        3.    It
is a condition to the issuance of the second mortgage notes under the Second Mortgage Notes Indenture, the borrowings and other extensions of credit under the Bank
Credit Agreement, and the borrowings and other extensions of credit under the FF&E Credit Agreement, that Wynn Resorts and each of the Wynn Entities shall have executed and delivered this Agreement. 



        4.    The
Wynn Entities have entered into a Management Agreement, dated as of the date hereof (the "Management Agreement"), with
Wynn Resorts pursuant to which Wynn Resorts will provide certain management services to the Wynn Entities. 


        5.    Wynn
Resorts acknowledges that it will receive direct and indirect benefits from the issuance of the second mortgage notes under the Second Mortgage Notes Indenture, the
borrowings and other extensions of credit under the Bank Credit Agreement and the borrowings and other extensions of credit under the FF&E Credit Agreement, and the use of the respective proceeds
thereof in connection with the development, construction and operation of the Project. 



        NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 


ARTICLE 1.

SUBORDINATION  


        SECTION 1.01.    Certain Definitions.    For purposes of this
Agreement, the following terms shall have the meanings set forth below: 


        "Applicable Representative" means (1) until the Senior Debt in respect of the Bank Credit Agreement has been repaid in full in
cash, the "Administrative Agent" under the Bank Credit Agreement, (2) after payment in full in cash of all Senior Debt under the Bank Credit Agreement but 





 




prior to payment in full in cash of all Senior Debt under the Second Mortgage Notes Indenture, the "Trustee" under the Second Mortgage Notes Indenture, and (3) thereafter, the "Collateral
Agent" under the FF&E Credit Agreement. 


        "Bank Credit Agreement" means the Credit Agreement dated as of the date hereof, among Wynn Las Vegas, Deutsche Bank Securities Inc., as
advisor, lead arranger and joint book running manager, Deutsche Bank Trust Company Americas, as administrative agent and swing line lender, 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 Branch, as arranger and joint documentation agent, J.P. Morgan Securities Inc., as joint documentation agent, and the lenders from time to time parties thereto, as
such Credit Agreement may be amended, modified or supplemented from time to time, including, without limitation, amendments, modifications, supplements and restatements thereof giving effect to
increases, renewals, extensions, refundings, deferrals, restructurings, replacements or refinancings of, or additions to, the arrangements provided in such Credit Agreement (whether or not provided by
the original agents and lenders under such Credit Agreement). 


        "Business Day" means any day other than a Legal Holiday. 


        "FF&E Credit Agreement" means that certain Credit Agreement of even date herewith by and among Wynn Las Vegas, Wells Fargo Bank Nevada
National Association, as Collateral Agent, and the lenders party thereto, as such Credit Agreement may be amended, modified or supplemented from time to time, including, without limitation,
amendments, modifications, supplements and restatements thereof giving effect to increases, renewals, extensions, refundings, deferrals, restructurings, replacements or refinancings of, or additions
to, the arrangements provided in such Credit Agreement (whether or not provided by the original agents and lenders under such Credit Agreement). 


        "Intercreditor Agreements" means (a) that certain Intercreditor Agreement (Project Lenders) of even date herewith by and between
the Administrative Agent under the Bank Credit Agreement and the Trustee under the Second Mortgage Notes Indenture and (b) that certain Intercreditor Agreement (FF&E) by and among the
Administrative Agent under the Bank Credit Agreement, the Trustee under the Second Mortgage Notes Indenture and the Collateral Agent under the FF&E Credit Agreement. 


        "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed; provided that if a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday. 


        "Management Fees" means any fees payable by any Wynn Entity to Wynn Resorts under the Management Agreement. 



        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable
under the documentation governing any Indebtedness (including, without limitation, interest accruing at the then applicable rate provided in such documentation after the maturity of such Indebtedness
and interest accruing at the then applicable rate provided in such documentation after the filing of a petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to any debtor under such documentation, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). 



        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other entity. 


        "Representative" means (a) with respect to Senior Debt under the Bank Credit Agreement, the Administrative Agent under the Bank
Credit Agreement, (b) with respect to Senior Debt under the 


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FF&E Credit Agreement, the Collateral Agent under the FF&E Credit Agreement, and (c) with respect to Senior Debt under the Second Mortgage Notes Indenture, the Trustee under the Second
Mortgage Notes Indenture. 


        "Second Mortgage Notes Indenture" means the Indenture, dated as of the date hereof, among the Issuers, as joint and several obligors,
Desert Inn Water Company, LLC, Wynn Design & Development, LLC, Wynn Resorts Holdings, LLC, Las Vegas Jet, LLC, World Travel, LLC, Palo, LLC and Valvino Lamore, LLC, as guarantors, and the
Trustee, as such Indenture may be amended, modified or supplemented from time to time, including, without limitation, amendments, modifications, supplements and restatements thereof giving effect to
increases, renewals, extensions, refundings, deferrals, restructurings, replacements or refinancings of, or additions to, the arrangements provided in such Indenture (whether or provided by the
holders of the second mortgage notes). 


        "Senior Debt" means: 



	(1)
	all
indebtedness and other Obligations of Wynn Las Vegas outstanding under the Bank Credit Agreement and the other documents that from time to time evidence such indebtedness and
Obligations or secure or support payment or performance thereof, including without limitation the Collateral Documents (as defined in the Credit Agreement),



	(2)
	all
indebtedness and other Obligations of Wynn Las Vegas outstanding under the FF&E Credit Agreement and the other documents that from time to time evidence such indebtedness and
Obligations or secure or support payment or performance thereof, including without limitation the Collateral Documents (as defined in the FF&E Credit Agreement), and



	(3)
	all
indebtedness and other Obligations of the Issuers outstanding under the Second Mortgage Notes Indenture and the other documents that from time to time evidence such indebtedness
and Obligations or secure or support payment or performance thereof, including without limitation the Collateral Documents (as defined in the Second Mortgage Notes Indenture). 




        SECTION 1.02.    Agreement to Subordinate.    Wynn Resorts hereby
agrees that the payment of Management Fees is subordinated in right of payment, to the extent and in the manner provided in this Article 1, to the payment of Senior Debt (whether outstanding on
the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt. In furtherance of such subordination, Wynn Resorts
and the Wynn Entities agree as follows: 


        (a)  any
Management Fee from time to time accruing under the Management Agreement with respect to any semi-annual period for which interest is calculated and payable under
the Second Mortgage Notes Indenture shall accrue but shall not be paid until the tenth (10th) Business Day immediately succeeding the date established under the Second Mortgage Notes Indenture for
payment of interest accrued during such semi-annual period; and 


        (b)  no
Wynn Entity shall make any payment or distribution to Wynn Resorts in respect of Management Fees at any time that such payment or distribution is not permitted under
the terms of the Bank Credit Agreement, the FF&E Credit Agreement or the Second Mortgage Notes Indenture. Each Wynn Entity further acknowledges and agrees that it is familiar with the terms of the
Bank Credit Agreement, the FF&E Credit Agreement and the Second Mortgage Notes Indenture, and that such Wynn Entity shall be responsible for staying informed as to any amendments, waivers or other
modifications affecting such documents, and as to the status of performance under such documents. 


        SECTION 1.03.    Liquidation; Dissolution; Bankruptcy.    Upon any
distribution to creditors of any Wynn Entity in a liquidation or dissolution of such Wynn Entity or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such
Wynn Entity or its property, in an assignment for the benefit of creditors or any marshaling of such Wynn Entity's assets and liabilities: 


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        (a)  holders
of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of
any bankruptcy proceeding at the rate specified in the applicable Senior Debt) before Wynn Resorts will be entitled to receive any payment of Management Fees; and 



        (b)  until
all Obligations with respect to Senior Debt (as provided in clause (a) above) are paid in full, any payments of Management Fees to which Wynn Resorts would
be entitled but for this Article 1 will be made to the Applicable Representative. 


        SECTION 1.04.    Pay Over of Distributions.    In the event that Wynn
Resorts receives any payment of Management Fees at a time that such payment is prohibited by this Agreement, such payment will be held by Wynn Resorts, in trust for the benefit of, and will be paid
forthwith over and delivered, upon written request, to the Applicable Representative for handling in accordance with the Intercreditor Agreements. 


        SECTION 1.05.    Application of Amounts Received by Applicable
Representative.    This Article I defines the relative rights of Wynn Resorts and holders of Senior Debt. Nothing in this Agreement will: 


        (a)  impair,
as between the Wynn Entities and Wynn Resorts, the obligation of the Wynn Entities, which is absolute and unconditional, to pay Management Fees in accordance
with the terms of the Management Agreement; or 


        (b)  affect
the relative rights of Wynn Resorts and creditors of the Wynn Entities other than their rights in relation to holders of Senior Debt. 


        SECTION 1.06.    Subordination May Not Be Impaired by the Wynn
Entities.    No right of any Representative or holder of Senior Debt to enforce the subordination of the Management Fees may be impaired by any act or failure to act
by any Wynn Entity or by the failure of any Wynn Entity to comply with this Agreement. 



        SECTION 1.07.    Distribution or Notice to Representative.    Whenever
a notice is to be given to holders of Senior Debt pursuant to this Agreement, the notice shall be given to the Representative of such Senior Debt. Upon any payment or distribution of assets of any
Wynn Entity referred to in this Article 1, Wynn Resorts will be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of the Applicable
Representative or the liquidating trustee or agent or other Person making any distribution to Wynn Resorts for the purpose of ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Debt and other Indebtedness of such Wynn Entity, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 1. 


ARTICLE 2.

REPRESENTATIONS AND WARRANTIES  


        SECTION 2.01.    Representations and Warranties.    Each of Wynn
Resorts and the Wynn Entities hereby represents and warrants as follows, severally and not jointly: 



        (a)    Authority.    Such Person has the requisite corporate or limited liability company power and authority to
execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by such Person of this Agreement have been duly approved by all necessary corporate
or limited liability company action of such Person and no other corporate or limited liability company proceedings on the part of such Person are necessary to consummate the transactions contemplated
by this Agreement. 


        (b)    Enforceability.    This Agreement has been duly executed and delivered by such Person. This Agreement is the
legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, 


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reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at
law). 


ARTICLE 3.

MISCELLANEOUS  


        SECTION 3.01.    Counterparts.    This Agreement may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed
counterpart of this Agreement. 


        SECTION 3.02.    Severability.    Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 


        SECTION 3.03.    Choice of Law; Jurisdiction; Waivers.    This
Agreement shall be governed by and construed in accordance with the laws of the State of New York. To the fullest extent permitted by applicable law, Wynn Resorts hereby irrevocably submits to the
non-exclusive jurisdiction of any New York State court or Federal court sitting in the County of New York in respect of any suit, action or proceeding arising out of or relating to the provisions of
this Agreement and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. The parties hereto hereby waive, to the fullest
extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any such court, and any claim that any
such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto hereby waive, to the fullest extent permitted by applicable law, any right to
trial by jury with respect to any action or proceeding arising out of or relating to this Agreement. 



        SECTION 3.04.    Notices; Identities of Representatives.    All
notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed (a) in the case
of Wynn Resorts or any Wynn Entity, as follows, and (b) in the case of the Representatives, as follows: 



	Wynn Resorts	 	Wynn Resorts, Limited

3145 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: Ron Kramer

Telecopy: (702) 791-0167

Telephone: (702) 733-4123
	

with a copy to:	
 	

Irell & Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067

Attention: C. Kevin McGeehan, Esq.

Telecopy: (310) 282-5610

Telephone: (310) 203-7110
	
 	
 	

 




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Wynn Entities:	
 	

c/o Wynn Las Vegas, LLC

Attention: Ron Kramer

Las Vegas, Nevada 89109

Telecopy: (702) 791-0167

Telephone: (702) 733-4123
	

with a copy to:	
 	

Irell & Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067

Attention: C. Kevin McGeehan, Esq.

Telecopy: (310) 282-5610

Telephone: (310) 203-7110
	

Administrative Agent under the Bank Credit Agreement	
 	

Deutsche Bank Trust Company Americas

31 West 52nd Street

New York, New York 10019

Attention: George Reynolds

Telecopy: (646) 324-7450

Telephone: (646) 324-2112
	

with a copy to:	
 	

Latham & Watkins

885 Third Avenue

New York, New York 10022

Attention: Christopher Plaut, Esq.

Telecopy: (212) 906-1200

Telephone: (212) 751-4864
	

The Administrative Agent under the FF&E Credit Agreement:	
 	

Wells Fargo Bank Nevada National Association

Attention: Corporate Trust Services

MAC: U1228-120

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Telecopy: (801) 246-5053

Telephone: (801) 246-5630
	

The Second Mortgage Notes Trustee:	
 	

Wells Fargo Bank, National Association

Attention: Michael Slade

MAC: N9303-110

6th & Marquette

Minneapolis, Minnesota

Telecopy: (612) 667-2160

Telephone: (612) 667-0266






        A party may change its address for notices hereunder by written notice to the other parties to this Agreement. Further, by written notice to the
other parties to this Agreement, a Representative with respect to Senior Debt may inform the other parties to this Agreement as to a change in the identity of the Representative for such Senior Debt,
and the other parties to this Agreement thereafter shall have the right to treat the successor Representative identified in such notice as the Representative with respect to such Senior Debt. 


        SECTION 3.05.    Attorneys' Fees and Costs.    In the event of a
dispute hereunder, if any party refers this Agreement to an attorney to continue or enforce the provisions of this Agreement, the prevailing party in any such dispute shall be entitled to an award of
all costs and expenses (including attorneys' fees) incurred in connection with the dispute. 


[Signature Page Follows]  


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        IN WITNESS WHEREOF, the parties hereto have caused this Management Fees Subordination Agreement to be executed by their respective
officers or authorized signatories thereunto duly authorized, as of the date first written above. 



	 	WYNN RESORTS, LIMITED,

a Nevada corporation
	

 	

By:	

/s/  STEPHEN A. WYNN      

	 	Name:	Stephen A. Wynn

	 	Title:	Chief Executive Officer

	

 	

WYNN LAS VEGAS, LLC,

a Nevada limited liability company
	

 	

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/  STEPHEN A. WYNN      

	 	 	 	 	Name:	Stephen A. Wynn

	 	 	 	 	Title:	Chief Executive Officer

	

 	

WYNN LAS VEGAS CAPITAL CORP.,

a Nevada corporation
	

 	

By:	

/s/  STEPHEN A. WYNN      

	 	Name:	Stephen A. Wynn

	 	Title:	President

	

 	

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee
	

 	

By:	

/s/  MICHAEL G. SLADE      

	 	Name:	Michael G. Slade

	 	Title:	Corporate Trust Officer

	

 	

WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,

as Collateral Agent
	

 	

By:	

/s/  C. SCOTT NIELSEN      

	 	Name:	C. Scott Nielsen

	 	Title:	Trust Officer





S-1






Exhibit A  


	1.
	Valvino
Lamore, LLC, a Nevada limited liability company.



	2.
	Wynn
Resorts Holdings, LLC, a Nevada limited liability company.



	3.
	Palo,
LLC, a Delaware limited liability company.



	4.
	Desert
Inn Water Company, LLC, a Nevada limited liability company.



	5.
	Desert
Inn Improvement Co., a Nevada corporation.



	6.
	Wynn
Las Vegas Capital Corp., a Nevada corporation.



	7.
	World
Travel, LLC, a Nevada limited liability company.



	8.
	Las
Vegas Jet, LLC, a Nevada limited liability company. 









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Exhibit 10.19