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Exhibit 4.1    
  






WYNN LAS VEGAS, LLC

and

WYNN LAS VEGAS CAPITAL CORP.,

as joint and several obligors  


AND  


DESERT INN WATER COMPANY, LLC

WYNN DESIGN & DEVELOPMENT, LLC

WYNN RESORTS HOLDINGS, LLC

LAS VEGAS JET, LLC

WORLD TRAVEL, LLC

PALO, LLC,

VALVINO LAMORE, LLC,

and

WYNN RESORTS, LIMITED

as guarantors  






12.0% SECOND MORTGAGE NOTES DUE 2010  




INDENTURE  


Dated as of October 30, 2002  










WELLS FARGO BANK, NATIONAL ASSOCIATION  


Trustee  












CROSS-REFERENCE TABLE*  



	Trust Indenture

Act Section
	 	Indenture Section

	310(a)(1)	 	7.10
	      (a)(2)	 	7.10
	      (a)(3)	 	N.A.
	      (a)(4)	 	N.A.
	      (a)(5)	 	7.10
	      (b)	 	7.10
	      (c)	 	N.A.
	311(a)	 	7.11
	      (b)	 	7.11
	      (c)	 	N.A.
	312(a)	 	2.05
	      (b)	 	13.03
	      (c)	 	13.03
	313(a)	 	7.06
	      (b)(1)	 	10.03
	      (b)(2)	 	7.06; 7.07
	      (c)	 	7.06; 13.02
	      (d)	 	7.06
	314(a)	 	4.03;13.02; 13.05
	      (b)	 	10.02
	      (c)(1)	 	13.04
	      (c)(2)	 	13.04
	      (c)(3)	 	N.A.
	      (d)	 	10.03, 10.04, 10.05
	      (e)	 	13.05
	      (f)	 	N.A.
	315(a)	 	7.01
	      (b)	 	7.05,13.02
	      (c)	 	7.01
	      (d)	 	7.01
	      (e)	 	6.11
	316(a)(last sentence)	 	2.09
	      (a)(1)(A)	 	6.05
	      (a)(1)(B)	 	6.04
	      (a)(2)	 	N.A.
	      (b)	 	6.07
	      (c)	 	2.12
	317(a)(1)	 	6.08
	      (a)(2)	 	6.09
	      (b)	 	2.04
	318(a)	 	13.01
	      (b)	 	N.A.
	      (c)	 	13.01







N.A.
means not applicable.

* This Cross Reference Table is not part of the Indenture. 






   TABLE OF CONTENTS  



	 
	 	 
	 	Page

	ARTICLE 1.

DEFINITIONS AND INCORPORATION

BY REFERENCE
	

Section 1.01	
 	

Definitions	
 	

1
	Section 1.02	 	Other Definitions	 	38
	Section 1.03	 	Incorporation by Reference of Trust Indenture Act	 	38
	Section 1.04	 	Rules of Construction	 	39
	
ARTICLE 2.

THE NOTES
	

Section 2.01	
 	

Form and Dating	
 	

39
	Section 2.02	 	Execution and Authentication	 	40
	Section 2.03	 	Registrar and Paying Agent	 	40
	Section 2.04	 	Paying Agent to Hold Money in Trust	 	40
	Section 2.05	 	Holder Lists	 	41
	Section 2.06	 	Transfer and Exchange	 	41
	Section 2.07	 	Replacement Notes	 	44
	Section 2.08	 	Outstanding Notes	 	44
	Section 2.09	 	Treasury Notes	 	45
	Section 2.10	 	Temporary Notes	 	45
	Section 2.11	 	Cancellation	 	45
	Section 2.12	 	Defaulted Interest	 	45
	
ARTICLE 3.

REDEMPTION AND PREPAYMENT
	

Section 3.01	
 	

Notices to Trustee	
 	

45
	Section 3.02	 	Selection of Notes to Be Redeemed or Purchased	 	46
	Section 3.03	 	Notice of Redemption	 	46
	Section 3.04	 	Effect of Notice of Redemption	 	47
	Section 3.05	 	Deposit of Redemption or Purchase Price	 	47
	Section 3.06	 	Notes Redeemed or Purchased in Part	 	47
	Section 3.07	 	Optional Redemption	 	47
	Section 3.08	 	Mandatory Redemption	 	48
	Section 3.09	 	Mandatory Disposition or Redemption Pursuant to Gaming Laws	 	48
	Section 3.10	 	Offer to Purchase by Application of Excess Proceeds	 	49
	
ARTICLE 4.

COVENANTS
	

Section 4.01	
 	

Payment of Notes	
 	

51
	Section 4.02	 	Maintenance of Office or Agency	 	51
	Section 4.03	 	Reports	 	51
	Section 4.04	 	Compliance Certificate	 	52
	Section 4.05	 	Taxes	 	52
	Section 4.06	 	Stay, Extension and Usury Laws	 	52
	Section 4.07	 	Restricted Payments	 	53
	Section 4.08	 	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries of Wynn Las Vegas	 	56



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	Section 4.09	 	Incurrence of Indebtedness and Issuance of Preferred Equity	 	57
	Section 4.10	 	Asset Sales	 	61
	Section 4.11	 	Transactions with Affiliates	 	63
	Section 4.12	 	Liens	 	64
	Section 4.13	 	Line of Business	 	64
	Section 4.14	 	Corporate and Organizational Existence	 	64
	Section 4.15	 	Offer to Purchase Upon Change of Control	 	65
	Section 4.16	 	Events of Los	 	66
	Section 4.17	 	Designation of Restricted and Unrestricted Subsidiarie	 	67
	Section 4.18	 	Construction	 	68
	Section 4.19	 	Limitations on Use of Proceeds	 	68
	Section 4.20	 	Limitation on Status as Investment Company	 	68
	Section 4.21	 	Limitation on Sale and Leaseback Transactions	 	68
	Section 4.22	 	Limitation on Development of Phase II Land	 	69
	Section 4.23	 	Limitation on Development of Golf Course Land	 	69
	Section 4.24	 	Restrictions on Payments of Management Fees	 	70
	Section 4.25	 	Advances to Guarantors	 	70
	Section 4.26	 	Limitation on Issuances and Sales of Equity Interests in Wholly Owned Subsidiaries	 	71
	Section 4.27	 	Limitation on Issuances of Guarantees of, or Security Interests to Secure, Indebtedness	 	71
	Section 4.28	 	Amendments to Certain Agreements	 	71
	Section 4.29	 	Amendments to Limited Liability Company Agreements and Charter Documents	 	72
	Section 4.30	 	Insurance	 	73
	Section 4.31	 	Additional Collateral; Formation or Acquisition of Restricted Subsidiaries, Designation of Unrestricted Subsidiaries as Restricted Subsidiarie or Permitted C-Corp. Conversion	 	73
	Section 4.32	 	Additional Collateral; Acquisition of Assets or Property	 	74
	Section 4.33	 	Further Assurances	 	75
	Section 4.34	 	Nevada PUC Approvals	 	75
	Section 4.35	 	Payments for Consent	 	76
	Section 4.36	 	Restrictions on Activities of Wynn Capital	 	76
	
ARTICLE 5.

SUCCESSORS
	

Section 5.01	
 	

Merger, Consolidation, or Sale of Assets	
 	

76
	Section 5.02	 	Successor Corporation Substituted	 	78
	
ARTICLE 6.

DEFAULTS AND REMEDIES
	

Section 6.01	
 	

Events of Default	
 	

78
	Section 6.02	 	Acceleration	 	80
	Section 6.03	 	Other Remedies	 	80
	Section 6.04	 	Waiver of Past Defaults	 	81
	Section 6.05	 	Control by Majority	 	81
	Section 6.06	 	Limitation on Suits	 	81
	Section 6.07	 	Rights of Holders of Notes to Receive Payment	 	82
	Section 6.08	 	Collection Suit by Trustee	 	82
	Section 6.09	 	Trustee May File Proofs of Claim	 	82



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	Section 6.10	 	Priorities	 	82
	Section 6.11	 	Undertaking for Costs	 	83
	
ARTICLE 7.

TRUSTEE
	

Section 7.01	
 	

Duties of Trustee	
 	

83
	Section 7.02	 	Rights of Truste	 	84
	Section 7.03	 	Individual Rights of Trustee	 	84
	Section 7.04	 	Trustee's Disclaimer	 	84
	Section 7.05	 	Notice of Defaults	 	85
	Section 7.06	 	Reports by Trustee to Holders of the Notes	 	85
	Section 7.07	 	Compensation and Indemnity	 	85
	Section 7.08	 	Replacement of Trustee	 	86
	Section 7.09	 	Successor Trustee by Merger, etc.	 	86
	Section 7.10	 	Eligibility; Disqualification	 	86
	Section 7.11	 	Preferential Collection of Claims Against Issuers	 	87
	
ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	

Section 8.01	
 	

Option to Effect Legal Defeasance or Covenant Defeasance	
 	

87
	Section 8.02	 	Legal Defeasance and Discharge	 	87
	Section 8.03	 	Covenant Defeasance	 	88
	Section 8.04	 	Conditions to Legal or Covenant Defeasance	 	88
	Section 8.05	 	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	 	89
	Section 8.06	 	Repayment to Issuers	 	90
	Section 8.07	 	Reinstatement	 	90
	
ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER
	

Section 9.01	
 	

Without Consent of Holders of Notes	
 	

90
	Section 9.02	 	With Consent of Holders of Notes	 	91
	Section 9.03	 	Compliance with Trust Indenture Act	 	92
	Section 9.04	 	Revocation and Effect of Consents	 	92
	Section 9.05	 	Notation on or Exchange of Notes	 	92
	Section 9.06	 	Trustee to Sign Amendments, etc.	 	93
	
ARTICLE 10.

COLLATERAL AND SECURITY
	

Section 10.01	
 	

Collateral Documents	
 	

93
	Section 10.02	 	Recording and Opinions	 	94
	Section 10.03	 	Release of Collateral	 	94
	Section 10.04	 	Certificates of the Issuers	 	98
	Section 10.05	 	Certificates of the Trustee	 	98
	Section 10.06	 	Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents	 	98
	Section 10.07	 	Authorization of Receipt of Funds by the Trustee Under the Collateral Documents	 	99
	Section 10.08	 	Rights in the Pledged Collateral	 	99
	Section 10.09	 	Termination of Security Interest	 	99



iii





 


	
ARTICLE 11.

NOTE GUARANTEES
	

Section 11.01	
 	

Note Guarantee	
 	

99
	Section 11.02	 	Limitation on Guarantor Liability	 	100
	Section 11.03	 	Execution and Delivery of Note Guarantee	 	101
	Section 11.04	 	Guarantors May Consolidate, etc., on Certain Terms	 	101
	Section 11.05	 	Releases Following Sale of Assets	 	101
	
ARTICLE 12.

SATISFACTION AND DISCHARGE
	

Section 12.01	
 	

Satisfaction and Discharge	
 	

102
	Section 12.02	 	Application of Trust Money	 	103
	
ARTICLE 13.

MISCELLANEOUS
	

Section 13.01	
 	

Trust Indenture Act Controls	
 	

103
	Section 13.02	 	Notices	 	103
	Section 13.03	 	Communication by Holders of Notes with Other Holders of Notes	 	104
	Section 13.04	 	Certificate and Opinion as to Conditions Precedent	 	104
	Section 13.05	 	Statements Required in Certificate or Opinion	 	105
	Section 13.06	 	Rules by Trustee and Agents	 	105
	Section 13.07	 	No Personal Liability of Directors, Officers, Employees and Equity Holders	 	105
	Section 13.08	 	Governing Law	 	105
	Section 13.09	 	No Adverse Interpretation of Other Agreements	 	105
	Section 13.10	 	Successors	 	105
	Section 13.11	 	Severability	 	106
	Section 13.12	 	Counterpart Originals	 	106
	Section 13.13	 	Table of Contents, Headings, etc.	 	106




EXHIBITS  



	Exhibit A	 	FORM OF NOTE
	Exhibit B	 	FORM OF GUARANTEE
	Exhibit C	 	FORM OF SUPPLEMENTAL INDENTURE
	Exhibit D	 	PROJECT SITE
	Exhibit E	 	COLLATERAL DOCUMENTS
	Exhibit F	 	FORM OF INTERCOMPANY NOTE




iv







   
        INDENTURE dated as of October 30, 2002 among Wynn Las Vegas, LLC, a Nevada limited liability company ("Wynn Las Vegas") and Wynn
Las Vegas Capital Corp., a Nevada corporation ("Wynn Capital," and together with Wynn Las Vegas, the
"Issuers"), as joint and several obligors, and Desert Inn Water Company, LLC, a Nevada limited liability company, Wynn Design & Development, LLC,
a Nevada limited liability company, Wynn Resorts Holdings, LLC, a Nevada limited liability company, Las Vegas Jet, LLC, a Nevada limited liability company, World Travel, LLC, a Nevada limited
liability company, Palo, LLC, a Delaware limited liability company, Valvino Lamore, LLC, a Nevada limited liability company, and Wynn Resorts, Limited, a Nevada corporation, as guarantors (the
"Initial Guarantors") and Wells Fargo Bank, National Association, as trustee (the "Trustee"). 


        The
Issuers, the Initial Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 12.0% Second
Mortgage Notes due 2010 (the "Notes"): 


ARTICLE 1.

DEFINITIONS AND INCORPORATION

BY REFERENCE  


Section 1.01    Definitions.    


        "Acquired Debt" means, with respect to any specified Person: 



        (1)  Indebtedness
of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such
Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and 


        (2)  Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person. 




        "Additional Notes" means up to $100.0 million aggregate principal amount of Additional Notes (other than the Initial Notes) issued
under this Indenture in accordance with Section 2.02 hereof, as part of the same series as the Initial Notes. Any Additional Notes shall vote on all matters as one class with the Notes being
issued on the date hereof, including, without limitation, waivers, amendments and redemptions. 


        "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," 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. For purposes of this definition, the
terms "controlling," "controlled by" and "under common control with" shall have correlative meanings. 


        "Affiliate Agreements" means: 



        (1)  the
Management Agreement, 


        (2)  the
Water Show Entertainment Production Agreement, 


        (3)  the
Project Lease and Easement Agreements, 


        (4)  the
Water Supply Agreement, 


        (5)  the
Art Rental and Licensing Agreement, 


        (6)  the
Wynn Employment Agreement, 



1





 




        (7)  the
Wynn Design Agreement, and 


        (8)  the
Tax Indemnification Agreement, 




in
each case as amended, modified or otherwise supplemented from time to time in accordance with Section 4.28 hereof. 


        "Agent" means any Registrar, Paying Agent or additional paying agent. 



        "Aircraft Assets" means (1) the Existing Aircraft and the Replacement Aircraft, in each case, together with the products and
proceeds thereof, and (2) the Aircraft Note. 


        "Aircraft Note" means: 



        (1)  the
promissory note dated as of the date of the Indenture issued by World Travel, LLC in favor of Wynn Las Vegas in an original principal amount of approximately
$38.0 million, or 


        (2)  following
the sale by World Travel, LLC or the Aircraft Trustee of the Existing Aircraft, a replacement promissory note in substantially the form of the promissory note
described in clause (1) of this definition issued by World Travel, LLC in favor of Wynn Las Vegas in an aggregate principal amount not to exceed the sum of: 



        (a)  the
principal amount of the promissory note described in clause (1) of this definition outstanding on the date on which the Existing Aircraft is sold by World
Travel, LLC or the Aircraft Trustee, and 


        (b)  the
lesser of (i) $10.0 million and (ii) the amount of additional Indebtedness incurred on the Aircraft Refinancing Date pursuant to
Section 4.09(b)(7) hereof, the proceeds of which are used solely to repay Replacement Aircraft Indebtedness. 





        "Aircraft Refinancing Date" means the date on which the net proceeds of the sale of the Existing Aircraft and up to $10.0 million
of borrowings under the FF&E Facility are applied to repay Replacement Aircraft Indebtedness. 



        "Aircraft Trustee" means Well Fargo Bank, National Association, not in its individual capacity, but solely as trustee under a trust
agreement in favor of World Travel, LLC, and any successor or replacement trustee, including any trust holding ownership of the Replacement Aircraft. 


        "Allocable Overhead" means, at any time, an amount equal to (1) the amount of reasonable corporate or other organizational overhead
expenses of, and actually incurred by, Wynn Resorts and its Subsidiaries (other than the Issuers) calculated in good faith on a consolidated basis, after the elimination of intercompany transactions,
in accordance with GAAP, divided by (2) the number of gaming and/or hotel projects of Wynn Resorts and its Subsidiaries which are operating or for which the financing for the development,
construction and opening thereof has been obtained; provided that amounts allocated to any Project shall be prorated based on the period within such
period that such Project was in operation or financing therefor was obtained. For purposes of this definition, the Project and the Macau Project shall each count as separate projects. In addition, any
such amounts that are applied in connection with the Phase II Land or the Golf Course Land shall be applied in accordance with Sections 4.22 and 4.23 hereof, respectively. Any amounts payable pursuant
to the Affiliate Agreements or any agreements entered into by and among Wynn Resorts, any of its Subsidiaries and/or any of their respective Affiliates, Allocable Overhead shall not include any fee,
profit or similar component and shall represent only the payment or reimbursement of actual costs and expenses. The amount of Allocable Overhead payable during any 12-month period shall
not exceed, in the aggregate, the greater of: 



        (1)  $21.5 million,
and 



2





 

        (2)  if
the Consolidated Leverage Ratio of the Issuers and their Restricted Subsidiaries for the period of four full consecutive fiscal quarters of Wynn Las Vegas ending
immediately prior to the commencement of such 12-month period is 3.5 to 1.0 or less, 1.29% of Net Revenues of Wynn Las Vegas and its Restricted Subsidiaries for such period of four full
consecutive fiscal quarters. 




        "Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange. 


        "Art Rental and Licensing Agreement" means the Second Amended and Restated Art Rental and Licensing Agreement, dated September 18,
2002, by and between Stephen A. Wynn and Wynn Resorts Holdings, as amended, modified or otherwise supplemented from time to time in accordance with Section 4.28 hereof. 


        "Aruze Corp." means Aruze Corp., a Japanese public corporation. 


        "Aruze USA" means Aruze USA, Inc., a Nevada corporation. 


        "Asset Sale" means: 



        (1)  the
sale, lease, conveyance or other disposition of any assets; and 


        (2)  the
issuance of Equity Interests by either Issuer, any Restricted Entity or any of their respective Restricted Subsidiaries or the sale of Equity Interests in either
Issuer, any Restricted Entity or any of their respective Subsidiaries. 




        Notwithstanding
the preceding, the sale, conveyance or other disposition of all or substantially all of the assets of Wynn Las Vegas, the Restricted Entities and their respective
Restricted Subsidiaries, taken as a whole, or Wynn Las Vegas and its Restricted Subsidiaries, taken as a whole, shall be governed by Sections 4.15 and 5.01 hereof and not by Section 4.10
hereof. 


        In
addition, none of the following items shall be deemed to be an Asset Sale (except for purposes of the definition of "Consolidated Cash Flow"): 



        (1)  any
single transaction or series of related transactions that involves assets having a fair market value of less than $1.0 million; 


        (2)  the
sale, lease, conveyance or other disposition of any assets (excluding any transfer of assets from a Person that is a Guarantor to a Person, other than Wynn Las
Vegas, that is not a Guarantor): 



        (a)  to
Wynn Las Vegas and/or its Restricted Subsidiaries, 


        (b)  between
Wynn Resorts Holdings and Valvino Lamore, excluding a transfer of any or all of the Golf Course Land or any related Water Rights, unless such Golf Course Land is
then a Released Asset, 


        (c)  by
(i) any Restricted Entity or any Restricted Subsidiary of a Restricted Entity, that, in each case, is not a Guarantor to (ii) any Restricted Entity or
any Restricted Subsidiary of a Restricted Entity that, in each case, is a Guarantor, or 


        (d)  by
any Wynn Group Entity to any Restricted Entity; 




        (3)  the
Water Rights Transfer; 


        (4)  an
issuance of Equity Interests by Wynn Las Vegas or any Restricted Entity or any of their respective Restricted Subsidiaries to a Guarantor; 


        (5)  the
sale, lease or exchange of equipment, inventory, accounts receivable or other assets in the ordinary course of business; 



3





 




        (6)  the
disposition of obsolete, damaged or worn-out property that is no longer necessary for the conduct of the business of Wynn Las Vegas, any Restricted
Entity or any of their respective Restricted Subsidiaries; 


        (7)  the
sale or other disposition of cash or Cash Equivalents; 


        (8)  a
Restricted Payment or Permitted Investment that is permitted under Section 4.07 hereof; 


        (9)  like-kind
exchanges of personal property if the fair market value of the personal property transferred by Wynn Las Vegas, any Restricted Entity or any of
their respective Restricted Subsidiaries in such exchanges does not exceed $10.0 million in the aggregate in any calendar year; 


        (10) a
dedication of space within the Project as necessary for the development of the Project and as permitted by the Collateral Documents; 



        (11) licenses
of patents, trademarks and other intellectual property rights granted by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted
Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of such Person; 


        (12) the
transfer or sale or disposition of any Released Assets or Aircraft Assets; 


        (13) a
transfer of assets between or among Wynn Las Vegas, the Restricted Entities and their respective Restricted Subsidiaries pursuant to any Affiliate Agreement, as in
effect on the date of this Indenture; 


        (14) the
granting, creation or existence of a Permitted Lien and dispositions of assets pursuant to an exercise of remedies, including by way of foreclosure, against the
underlying assets subject to such Permitted Liens, under circumstances not otherwise resulting in Defaults or Events of Default, so long as the net proceeds, if any, of any such disposition received
by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries shall be treated as if they were Net Proceeds of an Asset Sale and applied in accordance with
Section 4.10 hereof; and 


        (15) Government
Transfers or Permitted Liens of the type described in clause (12) of the definition of Permitted Liens, so long as the net proceeds, if any, of any
such disposition received by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries in respect thereof shall be treated as if they were Net Proceeds of an Asset Sale
and applied in accordance with Section 4.10 hereof. 




        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the
obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or
may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with
GAAP. 


        "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 


        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to
have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning. 


4





 



        "Budgeted Overhead Final Payment Date" means the date on which the final payments in respect of corporate or other organizational overhead
expenses of Wynn Resorts and its Subsidiaries included in the Project Budget are disbursed pursuant to the Disbursement Agreement. 


        "Board of Directors" means: 



        (1)  with
respect to a corporation, the board of directors of the corporation; 


        (2)  with
respect to a partnership, the board of directors of the general partner of the partnership; 


        (3)  with
respect to a limited liability company, the board of directors of the single member or the managing member of such limited liability company, as applicable, or in
the case of a manager-managed limited liability company, the board of directors of such manager; and 


        (4)  with
respect to any other Person, the board or committee of such Person serving a similar function. 




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



        "Buy-Sell Agreement" means the Buy-Sell Agreement, dated as of June 13, 2002, among Stephen A. Wynn, Kazuo
Okada, Aruze USA and Aruze Corp. 


        "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital
lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. 


        "Capital Stock" means: 



        (1)  in
the case of a corporation, corporate stock; 


        (2)  in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 


        (3)  in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and 


        (4)  any
other interests or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing
Person. 




        "Cash Equivalents" means: 



        (1)  United
States dollars; 


        (2)  securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (as long
as the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition; 



        (3)  interest-bearing
demand or time deposits (which may be represented by certificates of deposit) issued by banks having general obligations rated (on the date of
acquisition thereof) at least "A" or the equivalent by S&P or Moody's or, if not so rated, secured at all times, in the manner and to the extent provided by law, by collateral security in
clause (1) or (2) of this definition, of a market value of no less than the amount of monies so invested; 


        (4)  repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into
with any financial institution meeting the qualifications specified in clause (3) above; 



5





 




        (5)  commercial
paper having the highest rating obtainable from Moody's or S&P and in each case maturing within six months after the date of acquisition; 


        (6)  money
market funds or mutual funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of
this definition; and 


        (7)  to
the extent not permitted in clauses (1) through (6) of this definition, Permitted Securities. 




        "Change of Control" means the occurrence of any of the following: 



        (1)  the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all
or substantially all of the properties or assets of Wynn Las Vegas, the Restricted Entities and their respective Restricted Subsidiaries, taken as a whole, or of Wynn Las Vegas and its Restricted
Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act), other than to the Principal or a Related Party of the Principal; 


        (2)  the
adoption of a plan relating to the liquidation or dissolution of either Issuer or any successor thereto; 


        (3)  the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that: 



        (a)  any
"person" (as defined in clause (1) above), other than the Principal and any of his Related Parties becomes the Beneficial Owner, directly or indirectly, of
more than 50% of the outstanding Voting Stock of Wynn Resorts, measured by voting power rather than number of equity interests, 


        (b)  any
"person" (as defined in clause (1) above) (other than Kazuo Okada, Aruze USA and Aruze Corp., so long as (i) the Stockholders Agreement, as in effect
on the date of this Indenture, remains in full force and effect, (ii) a majority of the Board of Directors is constituted of Persons named on any slate of directors chosen by the Principal and
Aruze USA pursuant to the Stockholders Agreement, as in effect on the date of this Indenture, and (iii) Kazuo Okada and his Related Parties either (A) "control" (as that term is used in
Rule 405 under the Securities Act) Aruze Corp. and Aruze USA or (B) otherwise remain the direct or indirect Beneficial Owners of the Voting Stock of Wynn Resorts held by Aruze Corp.)
becomes the Beneficial Owner, directly or indirectly, of a greater percentage of the outstanding Voting Stock of Wynn Resorts, measured by voting power rather than number of equity interests, than is
at that time Beneficially Owned by the Principal and his Related Parties as a group, 


        (c)  the
Principal and his Related Parties as a group own less than 20% of the outstanding Voting Stock of Wynn Resorts, measured by voting power rather than number of equity
interests (excluding, for purposes of calculating the outstanding Voting Stock of Wynn Resorts pursuant to this clause 3(c),
shares of Voting Stock issued in a primary issuance by Wynn Resorts in one or more bona fide public offerings of additional Voting Stock of Wynn Resorts (other than the IPO)), or 


        (d)  the
Principal and his Related Parties as a group own less than 10% of the outstanding Voting Stock of Wynn Resorts, measured by voting power rather than number of Equity
Interests; 




6













  



        (4)  the
first day on which the Principal does not act as either the Chairman of the Board of Directors or the Chief Executive Officer of Wynn Resorts, other than
(1) as a result of death or disability or (2) if the Board of Directors of Wynn Resorts, exercising their fiduciary duties in good faith, removes or fails to re-appoint the
Principal as Chairman of the Board of Directors or Chief Executive Officer of Wynn Resorts; 



        (5)  the
first day on which a majority of the members of the respective Boards of Directors of Wynn Resorts or Wynn Las Vegas are not Continuing Directors; 


        (6)  the
first day on which Wynn Resorts ceases to own, directly or indirectly, 100% of the outstanding Equity Interests of Wynn Las Vegas; or 


        (7)  Wynn
Resorts consolidates with, or merges with or into, any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its
assets to any Person, or any Person consolidates with, or merges with or into, Wynn Resorts, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Wynn Resorts is
converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Wynn Resorts outstanding immediately prior to such transaction is
converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such
surviving or transferee Person (immediately after giving effect to such issuance). 




        Notwithstanding
the above, a Change of Control shall not occur solely by reason of a Permitted C-Corp. Conversion. 


        "Code" means the Internal Revenue Code of 1986, as amended. 



        "Collateral" means all assets, now owned or hereafter acquired, of either Issuer, any Guarantor, any Restricted Entity, any Restricted
Subsidiary of Wynn Las Vegas or any Restricted Entity, or any other Person (including, if applicable, Wynn Resorts), to the extent such assets are pledged or assigned or purport to be pledged or
assigned, or are required to be pledged or assigned under this Indenture or the Collateral Documents to the Trustee, including, the Exclusive Note Collateral, the Primary Note
Collateral and the FF&E Collateral, together with the proceeds and products thereof (including, without limitation, the proceeds of Asset Sales). 



        "Collateral Documents" means: 



        (1)  the
Completion Guarantee, 


        (2)  the
Deeds of Trust, 


        (3)  the
Disbursement Agreement, 


        (4)  the
Guarantee and Collateral Agreements, 


        (5)  the
Intellectual Property Security Agreements, 


        (6)  the
Intercreditor Agreements, 


        (7)  the
Parent Guarantee, 


        (8)  the
Parent Security Agreement, if any, 


        (9)  the
Secured Account Agreement, 


        (10) the
Management Fees Subordination Agreement, and 



        (11) instruments,
documents, pledges or filings that create, evidence, perfect, set forth, consent to, acknowledge or limit the security interest of the Trustee in the
Collateral, 



7





 





in
each case, as amended, modified or otherwise supplemented from time to time in accordance with their respective terms and with this Indenture and the Collateral Documents. 



        "Completion" has the meaning given such term in the Disbursement Agreement. 


        "Completion Date" means the date on which Completion occurs. 


        "Completion Guarantee" means the Completion Guarantee, dated as of the date of this Indenture, by the Completion Guarantor in favor of the
Trustee. 


        "Completion Guarantee Release Date" means the date on which the Completion Guarantee Release Conditions are satisfied. 



        "Completion Guarantee Release Conditions" has the meaning given the term "Completion Guaranty Release Conditions" in the Disbursement
Agreement. 


        "Completion Guarantee Capital Contribution" means the common equity capital contribution by Wynn Resorts to the Completion Guarantor of
$50.0 million in cash of the net proceeds of the IPO to support the Completion Guarantor's obligations under the Completion Guarantee. 



        "Completion Guarantee Deposit Account" means the account into which the Completion Guarantee Capital Contribution is required to be made
pursuant to the Disbursement Agreement. 


        "Completion Guarantor" means Wynn Completion Guarantor, LLC, a Nevada limited liability company and a Wholly Owned Subsidiary of Wynn Las
Vegas. 


        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such
period plus: 



        (1)  an
amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent
such losses were deducted in computing such Consolidated Net Income; plus


        (2)  provision
for taxes based on income or profits or the Tax Amount of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for
taxes or Tax Amount was included in computing such Consolidated Net Income; plus



        (3)  consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without
limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component
of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit
or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such
Consolidated Net Income; plus


        (4)  depreciation,
amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior
period), and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or
amortization of a prepaid cash expense) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were
deducted in computing such Consolidated Net Income; plus


        (5)  any
pre-opening expenses, to the extent such pre-opening expenses were deducted in calculating Consolidated Net Income on a consolidated basis;  plus



8





 




        (6)  non-cash
items reducing Consolidated Net Income for such period, minus


        (7)  non-cash
items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, 




in
each case, on a consolidated basis and determined in accordance with GAAP. 


        Notwithstanding
the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted
Subsidiary of Wynn Las Vegas shall be added to Consolidated Net Income to compute Consolidated Cash Flow of Wynn Las Vegas only to the extent that a corresponding amount would be permitted at the date
of determination to be distributed to Wynn Las Vegas by such Restricted Subsidiary without prior governmental approval that has not been obtained, and without direct or indirect restriction pursuant
to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its equity holders. 


        "Consolidated EBITDA" has the meaning given such term in the Credit Agreement, as in effect on the date of the Indenture. 


        "Consolidated Leverage Ratio" means as at the last day of any period of four consecutive fiscal quarters, the ratio of
(a) Consolidated Total Debt on such day to (b) Consolidated EBITDA of Wynn Las Vegas and its Subsidiaries for such period. 


        "Consolidated Member" means a corporation, other than the common parent, that is a member of an affiliated group (as defined in
Section 1504 of the Code) of which Wynn Resorts, any Restricted Entity or any Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity is the common parent. 


        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and
its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that; 



        (1)  the
Net Income (but not loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of
the amount of dividends or distributions paid in cash to the specified Person or a Wholly Owned Restricted Subsidiary of such Person; 


        (2)  the
Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equity holders; 


        (3)  the
Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded; 


        (4)  the
Net Income of any Unrestricted Subsidiary shall be excluded, whether or not distributed to the specified Person or one of its Subsidiaries; and 


        (5)  the
cumulative effect of a change in accounting principles shall be excluded. 




        "Consolidated Net Worth" means, with respect to any specified Person as of any date, the sum of: 



        (1)  the
consolidated equity of the common stockholders of such Person and its consolidated Restricted Subsidiaries as of such date;  plus



        (2)  the
respective amounts reported on such Person's balance sheet as of such date with respect to any series of preferred equity (other than Disqualified Stock) that by its
terms is not 



9





 





entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash
received by such Person upon issuance of such preferred equity. 




        "Consolidated Total Debt" means at any date, the aggregate principal amount of all indebtedness of Wynn Las Vegas and its Subsidiaries at
such date, determined on a consolidated basis in accordance with GAAP. 


        "Construction Consultant" means Inspection & Valuation International, Inc., or any other construction consultant designated
under the Disbursement Agreement. 


        "Construction Contract" means the Agreement for Guaranteed Maximum Price Construction Services for Le Rêve, dated as of
June 4, 2002, between Wynn Las Vegas and the General Contractor, as amended, modified or otherwise supplemented from time to time in accordance with Section 4.28 hereof. 


        "Construction Contract Guarantee" means the Construction Contract Guarantee, dated as of the date of this Indenture, by the Construction
Contract Guarantor in favor of the Trustee, as amended, modified or otherwise supplemented from time to time in accordance with Section 4.28 hereof. 


        "Construction Contract Guarantor" means Austi, Inc., a Nevada corporation. 



        "Continuing Directors" means, as of any date of determination, with respect to any Person, any member of the Board of Directors of such
Person who: 



        (1)  was
a member of such Board of Directors on the date hereof; 


        (2)  was
nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time
of such nomination or election; or 


        (3)  or,
in the case of a limited liability company, was nominated by the direct or indirect Board of Directors of its managing member or sole member. 




        "Corporate Trust Office of the Trustee" means the address of the Trustee specified in Section 13.02 hereof or such other address as
to which the Trustee may give notice to the Issuers. 


        "Credit Agreement" means the Credit Agreement, dated as of the date of this Indenture, by and among Wynn Las Vegas, the lenders party
thereto, Deutsche Bank Securities Inc., as 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 lead arranger, joint book running manager and syndication agent, Bear Stearns & Co. Inc., as arranger and joint book running manager, Bear Stearns Corporate
Lending Inc., as joint documentation agent, Dresdner Bank AG, New York and Grand Caymen Branches, as arranger and joint documentation agent, and JP Morgan Chase Bank, as joint documentation
agent, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case (1) as amended, supplemented, amended and
restated or otherwise modified from time to time, or (2) as renewed, refunded, replaced or refinanced from time to time, whether with the same or different lenders or holders. 



        "Custodian" means the Trustee, as custodian. 


        "Dealership Lease Agreement" means the Dealership Lease Agreement, dated as of the date of this Indenture, between Wynn Las Vegas, as
lessor, and Kevyn, LLC, as lessee, with respect to the lease of space at the Project for the development and operation of a Ferrari and Maserati automobile dealership, as amended, modified or
otherwise supplemented from time to time in accordance with Section 4.28 hereof. 


10





 



        "Deeds of Trust" means the deeds of trust entered into by the Issuers, the Guarantors and, if applicable, Wynn Resorts, from time to time
in accordance with the provisions of this Indenture and the Collateral Documents. 


        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 



        "Definitive Note" means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06
hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of Interest in the Global Note"
attached thereto. 


        "Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision
of this Indenture. 


        "Desert Inn Improvement Co." means Desert Inn Improvement Co., a Nevada corporation. 


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


        "Designated Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 



        "Design Build Contract" means the Design Build Agreement, effective as of June 6, 2002, by and between Wynn Las Vegas and Bomel
Construction Company, Inc., as amended, modified or otherwise supplemented from time to time in accordance with Section 4.28 hereof. 


        "DIIC Casino Water Permit" means the permit identified as of the date of this Indenture as Permit No. 13393 (Cert. 4731) as shown
in the records of the State of Nevada, Division of Water Resources, in Carson City, Nevada (and any successor or replacement permit thereto). 



        "DIIC Water Permits" means, collectively, the permits identified as of the date of this Indenture as Permit No. 13393 (Cert. 4731),
Permit No. 16938 (Cert. 4765), Permit No. 16939 (Cert. 4766), Permit No. 24558 (Cert. 7828), Permit No. 24560 (Cert. 7827), Permit No. 24561 (Cert. 7829), and Permit
No. 25223 (Cert. 7830), in each case as shown in the records of the State of Nevada, Division of Water Resources, in Carson City, Nevada (and any successor or replacement thereto). 


        "DIIC Water Transfer" means a transfer by Desert Inn Improvement Co. at no cost and in accordance with all requirements of law and
pursuant to all necessary consents of Governmental Authorities (including, if applicable, the Nevada Public Utilities Commission and the State of Nevada, Division of Water Resources) of (1) the
fee ownership of the Water Utility Land to Wynn Resorts Holdings and (2) the DIIC Water Permits to (a) in the case of the DIIC Casino Water Permit, Wynn Las Vegas and (b) in the
case of all other DIIC Water Permits, Wynn Resorts Holdings. 


        "Disbursement Agent" means Deutsche Bank Trust Company Americas, in its capacity as the disbursement agent under the Disbursement
Agreement and its successors in such capacity pursuant to the Disbursement Agreement. 



        "Disbursement Agreement" means the Master Disbursement Agreement, dated as of the date of this Indenture, among Wynn Las Vegas, Wynn
Capital, Wynn Design, the Trustee, a representative of the lenders under the Credit Agreement, a representative of the lenders under the FF&E Facility and the Disbursement Agent in connection with the
Project, as amended, modified or otherwise supplemented from time to time in accordance with its terms. 


11





 



        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Wynn Las Vegas, any
Restricted Entity or any of their respective Restricted Subsidiaries to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified
Stock if the terms of such Capital Stock provide that Wynn Las Vegas, such Restricted Entity or such Restricted Subsidiary may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07 hereof. 


        "Driving Range Lease" means the lease, dated as of the date of this Indenture, between Valvino Lamore, as lessor, and Wynn Las Vegas, as
lessee, with respect to the lease of land on which the driving range for the Golf Course shall be located, as amended, modified or otherwise supplemented from time to time in accordance with
Section 4.28 hereof. 


        "Entertainment Facility" means a showroom or entertainment facility adjoining the Le Rêve hotel on the Project and
connected directly to such hotel. 


        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security
that is convertible into, or exchangeable for, Capital Stock). 



        "Event of Loss" means, with respect to any property or asset (tangible or intangible, real or personal), whether in respect of a single
event or a series of related events, any of the following: 



        (1)  any
loss, destruction or damage of such property or asset; 


        (2)  any
actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset
or the requisition of the use of such property or asset; or 


        (3)  any
settlement in lieu of clause (2) above. 




        "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        "Excluded Project Assets" means (1) any Equity Interests held by Wynn Resorts, other than Equity Interests in Valvino Lamore or any
other Restricted Entity and (2) the Released Assets. 



        "Exclusive Note Collateral" means the net proceeds of the offering of the Notes, which are required, under the Disbursement Agreement, to
be deposited into the Secured Account. 


        "Existing Aircraft" means the Bombardier Global Express aircraft (manufacturer's serial number 9065 and United States Registration No.
N711SW (formerly N789TP)) owned by a trust of which World Travel, LLC is the beneficial interest holder. 


        "Existing Stockholders" means Stephen A. Wynn, Aruze, USA, Inc., Baron Asset Fund and the Kenneth R. Wynn Family Trust dated
February 20, 1985. 


        "FF&E" means furniture, fixtures or equipment used in the ordinary course of the business of Wynn Las Vegas and its Restricted
Subsidiaries. 


        "FF&E Collateral" means all assets, now owned or hereafter acquired, of either Issuer, any Guarantor or any other Person, to the extent
such assets are pledged or assigned or purport to be pledged or assigned, or are required to be pledged or assigned, on a first lien priority basis, under the FF&E Facility or the related collateral
documents to the lenders under the FF&E Facility, or a 


12





 




representative on their behalf, as security for the obligations under the FF&E Facility, together with the proceeds and products thereof, excluding the
Aircraft Assets. 


        "FF&E Facility" means the Loan Agreement, dated as of the date of this Indenture, by and among Wynn Las Vegas, Wells Fargo Bank Nevada,
National Association, a national banking association, as collateral agent, and the lenders party thereto, including any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case (1) as amended, supplemented or otherwise modified from time to time, or (2) as renewed, refunded, replaced or refinanced from time to
time in accordance with this Indenture. 


        "FF&E Financing" means the incurrence of Indebtedness, the proceeds of which are used solely to finance the acquisition by Wynn Las Vegas
or any of its Restricted Subsidiaries of, or entry into a capital lease by Wynn Las Vegas or any of its Restricted Subsidiaries with respect to, FF&E. 


        "FF&E Intercreditor Agreement" means the Intercreditor Agreement, dated as of the date of this Indenture, among the Trustee, a
representative of the lenders under the Credit Agreement and a representative of the lenders under the FF&E Facility, as amended, modified or otherwise supplemented from time to time in accordance
with its terms. 


        "Final Completion" has the meaning given such term in the Disbursement Agreement. 


        "Final Completion Date" means the date on which Final Completion occurs. 


        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such
Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred equity subsequent to the commencement
of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee,
repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred equity, and the use of the proceeds therefrom as if the same had occurred at the beginning
of the applicable four-quarter reference period. 


        In
addition, for purposes of calculating the Fixed Charge Coverage Ratio: 



        (1)  acquisitions
that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related
financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be given pro forma effect as if they
had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis in accordance with
Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income; 


        (2)  the
Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded; and 


        (3)  the
Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date,
shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges shall not be obligations of the specified Person or any of its Restricted Subsidiaries following the
Calculation Date. 



13





 





        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of: 



        (1)  the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period (excluding amortization of debt issuance costs), whether paid or
accrued, including, without limitation, original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or
bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus



        (2)  the
consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus


        (3)  any
interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such
Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus


        (4)  the
product of (a) all cash dividend payments or other cash distributions (and non-cash dividend payments in the case of a Person that is a Restricted
Subsidiary) on any series of preferred equity of such Person, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal,
state and local statutory tax rate of such Person (or, in the case of a Person that is a partnership or a limited liability company, the combined federal, state and local income tax rate that was or
would have been utilized to calculate the Tax Amount of such Person), expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP. 




        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in effect from time to time. 


        "Gaming Authority" means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever
of the United States federal government, any foreign government, any state, province or city or other political subdivision or otherwise, whether now or hereafter in existence, including the Nevada
Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board and any other applicable gaming regulatory authority or agency, in each case, with
authority to regulate any gaming operation (or proposed gaming operation) owned, managed or operated by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries. 


        "Gaming Facility" means any building or other structure used or expected to be used to enclose space in which a gaming operation is
conducted and (1) is wholly or partially owned, directly or indirectly, by Wynn Las Vegas or any Restricted Subsidiary of Wynn Las Vegas or (2) any portion or aspect of which
is managed or used (pursuant to the Management Agreement or otherwise), or expected to be managed or used (pursuant to the Management Agreement or otherwise), by Wynn Las Vegas or a Restricted
Subsidiary of Wynn Las Vegas. 


        "Gaming Law" means the gaming laws, rules, regulations or ordinances of any jurisdiction or jurisdictions to which Wynn Las Vegas, any
Restricted Entity or any of their respective Restricted Subsidiaries is, or may be at any time after the date of this Indenture, subject. 


14









   
        "Gaming License" means any license, permit, franchise or other authorization from any Gaming Authority necessary on the date of this
Indenture or at any time thereafter to own, lease, operate or otherwise conduct the gaming business of Wynn Las Vegas or any of its Restricted Subsidiaries. 



        "Gaming Redemption Indebtedness" means Indebtedness of Wynn Resorts incurred solely to finance the repurchase by Wynn Resorts of Equity
Interests or Indebtedness of Wynn Resorts (other than Equity Interests held by or Indebtedness owed to the Existing Stockholders) to the extent required by any Gaming Authority having jurisdiction
over Wynn Las Vegas or any of its Restricted Subsidiaries for not more than the fair market value thereof in order to avoid the suspension, revocation or denial of a Gaming License by that Gaming
Authority; provided that so long as such efforts do not jeopardize any Gaming License, Wynn Resorts and its Subsidiaries shall have diligently attempted
to find a third-party purchaser for such Equity Interests or Indebtedness and no third-party purchaser acceptable to the applicable Gaming Authority was willing to purchase such Equity Interests or
Indebtedness within a time period acceptable to such Gaming Authority. 


        "General Contractor" means Marnell Corrao Associates, Inc., a Nevada corporation. 


        "Global Notes" means each of the global Notes issued in accordance with Section 2.01 and substantially in the form of
Exhibit A attached hereto that, except as otherwise provided in Section 2.01(b) hereof, bear the Global Note Legend and that have the "Schedule of Exchanges of Interests in the Global
Note" attached thereto, and that are deposited with or on behalf of and registered in the name of the Depositary. 


        "Global Note Legend" means the legend set forth in Section 2.06(e), which is required to be placed on all Global Notes issued under
this Indenture. 


        "Golf Course" means the 18-hole championship golf course to be constructed on the Golf Course Land. 



        "Golf Course Construction Contract" means the agreement to be entered into following the date of this Indenture between Wynn Resorts
Holdings and/or Wynn Las Vegas and a golf course contractor for the construction of the new Golf Course on the Project Site, as amended, modified or otherwise supplemented from time to time in
accordance with the Disbursement Agreement. 


        "Golf Course Design Services Agreement" means that certain Golf Course Design Services Agreement, to which Wynn Las Vegas is a party, as
amended, modified or otherwise supplemented from time to time in accordance with Section 4.28 hereof. 



        "Golf Course Homes" means the golf course homes located on the periphery of the Golf Course Land not acquired by Wynn Las Vegas, any
Restricted Entity or any of their respective Subsidiaries as of the date of this Indenture. 


        "Golf Course Land" means that portion of the Project Site designated as the Golf Course Land in the Collateral Documents, and described in
Exhibit T-4 to the Disbursement Agreement, together with all improvements thereon and all rights appurtenant thereto. 


        "Golf Course Lease" means the Golf Course Lease, dated as of the date of this Indenture, between Wynn Resorts Holdings and Palo, LLC, as
lessors, and Wynn Las Vegas, as lessee, with respect to the lease of land on which the Golf Course shall be located, as amended, modified or otherwise supplemented from time to time in accordance with
Section 4.28 hereof. 


        "Government Securities" means securities that are: 



        (1)  direct
obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or 



15





 

        (2)  obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of America; 




which,
in either case, are not callable or redeemable at the option of the issuer thereof, and will include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended), as custodian with respect to any such Government Security or a specific payment of principal of or interest on any such Government Security held by such custodian
for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Security or the specific payment of principal of or
interest on the Government Security evidenced by such depository receipt. 


        "Government Transfers" means: 



        (1)  any
seizures, condemnations, confiscations or takings by the power of eminent domain or other similar mandatory actions, in each case by a governmental authority against
real property held by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries, or 


        (2)  any
transfers of interests in real property held by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries to any State of Nevada,
Clark County or local governmental authority consisting of easements, rights-of-way, dedications, exchanges or swaps or other similar transfers undertaken in the ordinary
course of business in furtherance of the development, construction or operation of the Project, so long as: (a) in each case, the transferring entity receives reasonably equivalent value for
the real property transferred, and (b) such transfers, individually and in the aggregate, do not materially interfere with the ordinary course of business or the assets or operations of Wynn
Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries, or materially detract from the value of the real property subject thereto. 




        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business,
direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any
Indebtedness or other Obligations. 


        "Guarantee and Collateral Agreements" means: 



        (1)  the
Guarantee and Collateral Agreement, dated as of the date of this Indenture, among the Issuers, the Restricted Entities and the Trustee, 


        (2)  any
other guarantee and collateral agreement entered into by either Issuer, any Restricted Entity or any Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity
from time to time in accordance with the provisions of this Indenture, 




in
each case, as amended, modified or otherwise supplemented from time to time in accordance with their respective terms and with this Indenture and the other Collateral Documents. 


        "Guarantor" means each of: 



        (1)  the
Restricted Entities, 


        (2)  the
Restricted Subsidiaries, if any, of Wynn Las Vegas or any Restricted Entity, and 



        (3)  any
other Person (other than the Parent Guarantor) that executes a Note Guarantee (including pursuant to a Guarantee and Collateral Agreement) in accordance with the
provisions of this Indenture, 



16





 





and,
except to the extent the applicable Note Guarantee is released in accordance with the applicable provisions of this Indenture, their respective successors and assigns (other than the Issuers);  provided
that a Person shall cease to be a Guarantor following the release of its Note Guarantee as described above under that caption.
 


        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under: 



        (1)  interest
rate swap agreements, interest rate cap agreements and interest rate collar agreements; and 


        (2)  other
agreements or arrangements designed to protect such Person against fluctuations in interest rates. 




        "Holder" means any registered holder, from time to time, of the Notes. Only registered holders shall have any rights under this Indenture. 


        "Home Site Land" means a tract of land (not to exceed 20 acres) located on the Golf Course Land where residential and
non-gaming related developments may be built, after the release of the Trustee's Liens (for the benefit of the Holders) thereon in accordance with Section 10.03(c) hereof. 



        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, but without
duplication: 



        (1)  in
respect of borrowed money; 


        (2)  evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); 


        (3)  in
respect of banker's acceptances; 


        (4)  representing
Capital Lease Obligations; 


        (5)  representing
the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or 


        (6)  representing
any Hedging Obligations, 




if
and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance
with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed or guaranteed by
the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. 


        The
amount of any Indebtedness outstanding as of any date shall be: 



        (1)  the
accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; 


        (2)  the
principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other
Indebtedness; 


        (3)  in
the case of a Guarantee of Indebtedness, the maximum amount of the Indebtedness guaranteed under such Guarantee; and 



17





 




        (4)  in
the case of Indebtedness of others secured by a Lien on any asset of the specified Person, the lesser of: 



        (a)  the
face amount of such Indebtedness (plus, in the case of any letter of credit or similar instrument, the amount of any reimbursement obligations in respect thereof),
and 


        (b)  the
fair market value of the asset(s) subject to such Lien. 





        "Indenture" means this Indenture, as amended or supplemented from time to time. 


        "Independent Director" means, in the case of any Person, a member of the Board of Directors of such Person who: 



        (1)  does
not have (and whom the Board of Directors of such Person has affirmatively determined does not have) any material relationship (including, without limitation, any
commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship) with such Person, either directly or indirectly or as a partner, equityholder or officer of an
organization that has a relationship with such Person, and 


        (2)  is
not the Principal or a Related Party, 




        For
purposes of this definition, no member of the Board of Directors of any Person who is, or who has a Related Party who: 



        (1)  is
a former employee of such Person shall be eligible for consideration as an "Independent Director" until the fifth anniversary of the date on which such employment
ended, 


        (2)  in
the five years prior to the date of determination, has been affiliated with or employed by a present or former auditor of such Person or of any Affiliate of such
Person shall be eligible for consideration as an "Independent Director" until the fifth anniversary of the date on which such affiliation or the auditing relationship ended, or 


        (3)  in
the five years prior to the date of determination, has been part of an interlocking directorate in which an executive officer of such Person serves on the
compensation committee of another Person that employs such board member shall be eligible for consideration as an "Independent Director." 




        Notwithstanding
the preceding, no Person shall be deemed not to be an Independent Director of Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries
solely because such Person is a member of the Board of Directors of any direct or indirect parent of Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries. 



        "Indirect Participant" means a Person who holds a beneficial interest in a Global Note through a Participant. 


        "Initial Notes" means the first $370.0 million aggregate principal amount of Notes issued under this Indenture on the date of this
Indenture. 


        "Intellectual Property Security Agreements" means: 



        (1)  the
Intellectual Property Security Agreement, dated as of the date of this Indenture, among the Issuers, the Restricted Entities and the Trustee, and 


        (2)  any
other intellectual property security agreement entered into by Wynn Resorts, either Issuer, any Restricted Entity or any Restricted Subsidiary of Wynn Las Vegas or
any Restricted Entity from time to time in accordance with the provisions of this Indenture, 




in
each case, as amended, modified or otherwise supplemented from time to time in accordance with their respective terms and with this Indenture and the other Collateral Documents. 


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        "Intercreditor Agreements" means: 



        (1)  the
Project Lenders Intercreditor Agreement, and 


        (2)  the
FF&E Intercreditor Agreement. 




        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates)
in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary
course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on
a balance sheet prepared in accordance with GAAP. If Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries sells or otherwise disposes of any Equity Interests of any
Restricted Entity or any direct or indirect Restricted Subsidiary of such selling Person such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Wynn
Las Vegas, such Restricted Entity or any of their respective Restricted Subsidiaries, as the case may be, then Wynn Las Vegas, such Restricted Entity or such Restricted Subsidiary shall be deemed to
have made an Investment on the date of any such sale or disposition equal to the fair market value of such selling Person's Investments in such Subsidiary that were not sold or disposed of in an
amount determined as provided in Section 4.07 hereof. The acquisition by Wynn Las Vegas, a Restricted Entity or any of their respective Restricted Subsidiaries of a Person that holds an
Investment in a third Person shall be deemed to be an Investment by Wynn Las Vegas, that Restricted Entity or that Restricted Subsidiary, as the case may be, in such third Person in an amount equal to
the fair market value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.07 hereof. 


        "IPO" means a bona fide underwritten initial public offering of Wynn Resorts' common stock (other than Disqualified Stock) concurrently
with the closing of this offering pursuant to a registration statement that has been declared effective by the SEC. 


        "Issuers" means Wynn Las Vegas and Wynn Capital. 



        "Key Project Documents" means: 



        (1)  the
Affiliate Agreements, 


        (2)  the
Construction Contract, 


        (3)  the
Construction Contract Guarantee, 


        (4)  the
Design/Build Contract, 



        (5)  upon
execution and delivery thereof, the Golf Course Construction Contract, 


        (6)  each
Payment and Performance Bond, and 


        (7)  all
other material agreements, instruments or documents entered into by Wynn Resorts, any Restricted Entity or any Restricted Subsidiary of Wynn Las Vegas or any
Restricted Entity that are necessary for the construction, ownership and operation of the Project, 




in
each case as amended, modified or otherwise supplemented from time to time in accordance with the Disbursement Agreement (or, if Section 4.28 hereof is applicable thereto, as amended,
modified or otherwise supplemented in accordance with Section 4.28 hereof). 


        "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. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place 


19





 




on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period. 


        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option
or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 


        "Liquidity Reserve Account" means the account into which the Liquidity Reserve Capital Contribution is required to be made pursuant to the
Disbursement Agreement. 


        "Macau Project" means the gaming and/or hotel project in Macau contemplated by the Concession Contract for the Operation of Games of
Chance or Other Games in Casinos in the Macau Special Administrative Region, dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. 



        "Management Agreement" means the Management Agreement dated as of the date of this Indenture, between Wynn Resorts, as manager, and the
Issuers, the Restricted Entities and their respective Restricted Subsidiaries, as in effect on the date of this Indenture or as amended, modified or supplemented from time to time in accordance with
Section 4.28 hereof. 


        "Management Fees" means any fees payable pursuant to the Management Agreement, in an aggregate amount not to exceed, during any
12-month period, 1.5% of Net Revenues of Wynn Las Vegas and its Restricted Subsidiaries for the period of four full consecutive fiscal quarters of Wynn Las Vegas most recently ended prior
to the commencement of such 12-month period. 


        "Management Fees Subordination Agreement" means the Management Fees Subordination Agreement, dated as of the date of this Indenture, by
and among Wynn Resorts, Wynn Las Vegas, Deutsche Bank Trust Company Americas, as administrative agent under the Credit Agreement, Wells Fargo Bank Nevada, National Association, as collateral agent
under the FF&E Facility, and the Trustee. 


        "Material Entity" means any of the following: 



        (1)  either
Issuer, 


        (2)  any
Significant Restricted Entity, 


        (3)  any
group of Restricted Entities that, taken together, would constitute a Significant Restricted Entity, 


        (4)  any
Significant Restricted Subsidiary of Wynn Las Vegas, or 



        (5)  any
group of Restricted Subsidiaries of Wynn Las Vegas that, taken together, would constitute a Significant Restricted Subsidiary of Wynn Las Vegas. 




        "Material Project Assets" means: 



        (1)  assets
that are necessary to the development, construction or operation of the Project in accordance with the Plans and Specifications, or 



        (2)  assets,
the absence of which would result in the Completion Date occurring after the Outside Completion Deadline. In no event shall Released Assets be considered
Material Project Assets. 




        "Minimum Facilities" means, with respect to the Project: 



        (1)  a
casino which has in operation at least 1,900 slot machines and 120 table games, 



20





 

        (2)  a
resort which has approximately 70,000 gross square feet of retail space, approximately 190,000 gross square feet of convention, meeting, pre-function and
reception facilities, a spa and salon complex occupying approximately 30,000 gross square feet, at least 15 food and beverage outlets, seating for approximately 1,900 persons at a show room for an
entertainment production, and 1,600 parking spaces for guests and other visitors which, together with existing parking facilities, will provide approximately 3,500 parking spaces in total for
employees, guests and other visitors, 


        (3)  a
hotel with at least 2,565 guest rooms and suites, and 


        (4)  an
18 hole championship golf course on the Golf Course Land occupying approximately 130 acres of the Project property. 




        "Moody's" means Moody's Investors Service, Inc., or any successor to its statistical rating business, except that any reference to
a particular rating by Moody's shall be deemed to be a reference to the corresponding rating by any such successor. 


        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and
before any reduction in respect of preferred equity dividends, giving effect to, without duplication, any amounts paid or distributed by Wynn Las Vegas or
any of its Restricted Subsidiaries as Allocable Overhead if and to the same extent that such amounts would have been included in the calculation of net income if incurred by Wynn Las Vegas directly,
and excluding however: 



        (1)  any
gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or
(b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and 


        (2)  any
extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss). 




        "Net Loss Proceeds" means the aggregate cash proceeds received by Wynn Las Vegas, any Restricted Entity or any of their respective
Restricted Subsidiaries in respect of any Event of Loss, including, without limitation, insurance proceeds from condemnation awards or damages awarded by any judgment, net of: 



        (1)  the
direct costs in recovery of such Net Loss Proceeds (including, without limitation, legal, accounting, appraisal and insurance adjuster fees and any relocation
expenses incurred as a result thereof), 


        (2)  amounts
required to be and actually applied to the repayment of Indebtedness (other than Indebtedness that is subordinated in right of payment to the Notes or the Note
Guarantees) permitted under this Indenture that is secured by a Permitted Lien on the asset or assets that were the subject of such Event of Loss that ranks prior to the security interest of the
Trustee in those assets, after giving effect to any provisions in the Collateral Documents and the Intercreditor Agreements as to the relative ranking of security interests, and 



        (3)  any
taxes or Tax Distributions paid or payable as a result of the receipt of such cash proceeds. 



21











   
        "Net New Equity Proceeds" means the aggregate net cash proceeds received by Wynn Las Vegas from any Person other than Wynn Capital, any
Restricted Entity or any Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity, directly or indirectly, as a contribution to its common equity capital excluding: 



        (1)  any
capital contribution made on the Closing Date to Wynn Las Vegas in respect of the Completion Guarantee Capital Contribution or the Liquidity Reserve Capital
Contribution; 


        (2)  the
Steve Wynn Capital Contribution; and 


        (3)  any
capital contribution from a Qualified Equity Offering to the extent those proceeds are used to redeem the Notes in compliance with the provisions described under
Section 3.07 hereof. 




        "Net Proceeds" means the aggregate cash proceeds received by Wynn Las Vegas, any Restricted Entity, or any of their respective Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale),
net of: 



        (1)  the
direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation
expenses incurred as a result of the Asset Sale and taxes or Tax Distributions paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, 


        (2)  amounts,
if any, required to be, and in fact, applied to the prepayment of Indebtedness permitted under this Indenture (other than Indebtedness that is subordinated in
right of payment to the Notes or the Note Guarantees) secured by a Permitted Lien on the asset or assets that were the subject of such Asset Sale that ranks prior to the security interest of the
Trustee in those assets, after giving effect to any provisions in the Collateral Documents and the Intercreditor Agreements as to the relative ranking of security interests, and 


        (3)  any
reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP. 




        "Net Revenues" means, for any period, the net revenues of Wynn Las Vegas and its Restricted Subsidiaries, as set forth on Wynn Las Vegas'
income statement for the relevant period under the line item "net revenues," calculated in accordance with GAAP and with Regulation S-X under the Securities Act and in a manner
consistent with that customarily utilized in the gaming industry. 


        "Nevada PUC" means the Public Utilities Commission of Nevada. 


        "Non-Project Assets" means the Released Assets and: 



        (1)  assets
that, individually and in the aggregate, are not necessary to the development, construction and operation of the Project in accordance with the Plans and
Specifications, and 


        (2)  assets,
the absence of which, individually or in the aggregate, would not result in the Completion Date occurring after the Outside Completion Deadline. 




        "Non-Recourse Debt" means Indebtedness: 



        (1)  as
to which neither Issuer, no Restricted Entity or any Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; 



22





 

        (2)  no
default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary of Wynn Las Vegas)
would permit upon notice, lapse of time or both any holder of any other Indebtedness of either Issuer, any Restricted Entity or any Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity to
declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and 


        (3)  as
to which the lenders have been notified in writing that they shall not have any recourse to the stock or assets of either Issuer, any Restricted Entity or any
Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity. 




        "Note Guarantee" means the Guarantee by each Guarantor and the Parent Guarantor of the Issuers' Obligations under this Indenture, the
Notes and the Collateral Documents to which the Issuers are party and such other obligations as shall from time to time be guaranteed by the Guarantors and the Parent Guarantor under the Guarantees
(and the Parent Guarantee) contained herein or executed pursuant to the provisions of this Indenture. 


        "Notes" has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes. 



        "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). 



        "Office Building Lease" means the Lease, dated as of the date of this Indenture, between Valvino Lamore, as lessor, and Wynn Las Vegas, as
lessee, with respect to the lease of space in the building existing, on the date of this Indenture, on the Phase II Land, as amended, modified or otherwise supplemented from time to time in accordance
with Section 4.28 hereof. 


        "Officer" means: 



        (1)  with
respect to a corporation, a Designated Officer of such corporation; 


        (2)  with
respect to a partnership, a Designated Officer of the general partner of such partnership; and 


        (3)  with
respect to a limited liability company, a Designated Officer of such limited liability company, or a Designated Officer of the manager or managing member of such
limited liability company, as the case may be (or, if such manager or managing member is an individual, such individual). 




        "Officers' Certificate" means, with respect to any Person, a certificate signed on behalf of such Person by: 



        (1)  with
respect to a corporation, two Designated Officers of such corporation; 


        (2)  with
respect to a partnership, two Designated Officers of the general partner of such partnership; and 



23





 




        (3)  with
respect to a limited liability company, two Designated Officers of the manager or managing member of such limited liability company, as the case may be (or, if such
manager or managing member is an individual, such individual). 




        "Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of
Section 13.05 hereof. The counsel may be an employee of or counsel to Wynn Las Vegas, any Restricted Entity, any of their respective Restricted Subsidiaries as the case may be, or the Trustee. 



        "Opening Date" means the date on which all or any portion of the Project is open for business, and the opening conditions set forth in the
Disbursement Agreement have been satisfied. 


        "Outside Completion Deadline" means September 30, 2005, as that date may be extended from time to time pursuant to the Disbursement
Agreement. 


        "Parent Guarantee" means the Parent Guaranty, dated as of the date of this Indenture, by Wynn Resorts in favor of the Trustee, as amended,
modified or otherwise supplemented from time in accordance with its terms and with this Indenture and the other Collateral Documents; provided that the
Parent Guarantee shall not be considered a "Guarantee" hereunder unless the context otherwise requires. 


        "Parent Guarantor" means Wynn Resorts in its capacity as a guarantor of the Notes pursuant to the Parent Guarantee;  provided that the Parent Guarantor shall not be
considered a "Guarantor" hereunder unless the context otherwise requires. 



        "Parent Security Agreement" means a security agreement entered into by Wynn Resorts, in the event that it is required to provide a
security interest under the terms of the Parent Guarantee. 


        "Parking Facility Lease" means the Parking Facility Lease, dated as of the date of this Indenture, between Valvino Lamore, as lessor, and
Wynn Las Vegas, as lessee, with respect to the lease of land on which the parking lot structure for use by Wynn Las Vegas' employees shall be located, as amended, modified or otherwise supplemented
from time to time in accordance with Section 4.28 hereof. 


        "Participant" means, with respect to the Depositary, a Person who has an account with the Depositary. 


        "Pass Through Entity" means any of (1) a grantor trust for federal or state income tax purposes or (2) an entity treated as
a partnership or a disregarded entity for federal or state income tax purposes. 


        "Permitted Business" means: 



        (1)  the
gaming business; 


        (2)  all
businesses whether or not licensed by a Gaming Authority which are necessary for, incident to, useful to, arising out of, supportive of or connected to the
development, ownership or operation of a Gaming Facility; 


        (3)  any
development, construction, ownership or operation of lodging, retail and restaurant facilities, sports or entertainment facilities, food and beverage distribution
operations, transportation services (including operation of the Aircraft Assets), sales, leasing and repair of automobiles, parking services, or other activities related to the foregoing; 



        (4)  any
business (including any related and legally permissible internet business) that is a reasonable extension, development or expansion of any of the foregoing; and 


        (5)  the
ownership by a Person of Capital Stock in its direct Wholly Owned Subsidiaries. 



24





 





        "Permitted C-Corp. Conversion" means a transaction resulting in Wynn Las Vegas, any Restricted Entity or any of their
respective Restricted Subsidiaries becoming a subchapter "C" corporation under the Code, so long as, in connection with such transaction: 



        (1)  the
subchapter "C" corporation resulting from such transaction is a corporation organized and existing under the laws of any state of the United States or the District
of Columbia and the Beneficial Owners of the Equity Interests of the subchapter "C" corporation shall be the same, and shall be in the same percentages, as the Beneficial Owners of Equity Interests of
the applicable entity immediately prior to such transaction; 


        (2)  the
subchapter "C" corporation resulting from such transaction assumes in writing all of the obligations, if any, of the applicable entity under (a) this
Indenture, the Notes, the Note Guarantees by the Guarantors and the Collateral Documents and (b) all other documents and instruments to which such Person is a party (other than, in the case of
clause (a) only, any documents and instruments that, individually or in the aggregate, are not material to the subchapter "C" corporation); 



        (3)  the
subchapter "C" corporation resulting from such transaction complies with Section 4.31 hereof; 


        (4)  the
Trustee is given not less than 45 days' advance written notice of such transaction and evidence satisfactory to the Trustee (including, without limitation,
title insurance and a satisfactory Opinion of Counsel) regarding the maintenance of the perfection and priority of liens granted, or intended to be granted, in favor of the Trustee in the Collateral
following such transaction; 


        (5)  such
transaction would not cause or result in a Default or an Event of Default; 



        (6)  such
transaction does not result in the loss or suspension or material impairment of any Gaming License unless a comparable Gaming License is effective prior to or
simultaneously with such loss, suspension or material impairment; 


        (7)  such
transaction does not require any Holder or Beneficial Owner of the Notes to obtain a Gaming License or be qualified or found suitable under the laws of any
applicable gaming jurisdiction; 


        (8)  Wynn
Las Vegas shall have delivered to the Trustee an Opinion of Counsel of national repute in the United States reasonably acceptable to the Trustee confirming that
neither Issuer, nor any Restricted Entity nor any Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity, nor any Guarantor
nor any of the Holders shall recognize income, gain or loss for U.S. federal or state income tax purposes as a result of such Permitted C-Corp. Conversion; and 


        (9)  Wynn
Las Vegas shall have delivered to the Trustee a certificate of the Chief Financial Officer of Wynn Las Vegas confirming that the conditions in clauses
(1) through (8) have been satisfied. 




        "Permitted Investments" means: 



        (1)  any
Investment (excluding any Investment by a Person that is a Guarantor in a Person, other than Wynn Las Vegas, that is not a Guarantor): 



        (a)  by
any entity in Wynn Las Vegas or in a Wholly Owned Subsidiary of Wynn Las Vegas, 


        (b)  between
Wynn Resorts Holdings and Valvino Lamore, excluding an Investment that includes any or all of the Golf Course Land, unless such Golf Course Land is then a
Released Asset, 




25





 





        (c)  by
(i) any Restricted Entity or any Restricted Subsidiary of a Restricted Entity, that, in each case, is not a Guarantor in (ii) any Restricted Entity or
any Restricted Subsidiary of a Restricted Entity that, in each case, is a Guarantor, or 


        (d)  by
any Wynn Group Entity in any Restricted Entity, so long as (i) the entity in which any such Investment is made is engaged in a Permitted Business, and
(ii) such Investment is evidenced by Capital Stock or intercompany notes that are pledged to the Trustee as Primary Note Collateral; 




        (2)  any
Investment in Cash Equivalents; 


        (3)  any
Investment by Wynn Las Vegas or any Restricted Subsidiary of Wynn Las Vegas in a Person that is engaged in a Permitted Business and that is evidenced by Capital
Stock or intercompany notes that are pledged to the Trustee as Primary Note Collateral, if as a result of such Investment: 



        (a)  such
Person becomes a Wholly Owned Restricted Subsidiary of Wynn Las Vegas, or 


        (b)  such
Person is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, Wynn Las Vegas
or a Wholly Owned Restricted Subsidiary of Wynn Las Vegas, and such Investment complies with the provisions of Section 5.01 hereof; 




        (4)  any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale or an Event of Loss of the type contemplated by clause (3)
of the definition of "Event of Loss" that was made pursuant to and in compliance with Sections 4.10 or 4.16 hereof; 


        (5)  any
acquisition of assets acquired solely with Net New Equity Proceeds; 


        (6)  any
extensions of trade credit in the ordinary course of business and Investments received in compromise or settlement of obligations of trade creditors or customers
that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; 


        (7)  Hedging
Obligations; 


        (8)  to
the extent constituting an Investment, licenses of patents, trademarks and other intellectual property rights granted by Wynn Las Vegas, any Restricted Entity or any
of their respective Restricted Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of such Person; 


        (9)  the
Water Company Rights Transfer; and 


        (10) to
the extent constituting Investments, the incurrence of Indebtedness of Wynn Las Vegas, any Restricted Entity or Restricted Subsidiary, outstanding on the date of
this Indenture, and any Permitted Refinancing Indebtedness thereof. 




        "Permitted Liens" means: 



        (1)  Liens
on property of a Person existing at the time such Person is merged into or consolidated with Wynn Las Vegas, any Restricted Entity or any of their respective
Restricted Subsidiaries, so long as
such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Wynn Las Vegas,
any Restricted Entity or any of their respective Restricted Subsidiaries; 


        (2)  Liens
in favor of Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries (other than Liens granted by Wynn Las Vegas, any Restricted
Entity or any 



26





 





of their respective Restricted Subsidiaries), so long as if any such Liens are on any or all of the Collateral, such Liens are either: 



        (a)  collaterally
assigned to the Trustee, or 


        (b)  contractually
subordinated to the security interests in favor of the Trustee securing the obligations under the Notes and the Note Guarantees to at least the same extent
as those security interests in favor of the Trustee are subordinated to the liens in favor of the representative of the lenders under the Credit Agreement pursuant to the Project Lenders Intercreditor
Agreement; 




        (3)  Liens
on property existing at the time of acquisition thereof by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries (other than
materials, supplies or FF&E acquired in connection with developing, constructing, expanding or equipping of the Project), so long as such Liens were in existence prior to the contemplation of such
acquisition; 



        (4)  Liens
existing on the date of this Indenture and disclosed in the title commitment for the Deeds of Trust relating to the Project or in the applicable schedule(s) to the
Credit Agreement, as in effect on the date of this Indenture; 


        (5)  Liens
to secure performance of statutory obligations of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other like obligations
arising in the ordinary course of business and with respect to amounts not yet delinquent for a period of more than 30 days or which are being contested in good faith by an appropriate process
of law, so long as a reserve or other appropriate provision as shall be required by GAAP shall have been made therefor; 


        (6)  prior
to Final Completion, any Liens permitted under the Disbursement Agreement; 


        (7)  Liens
for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly
instituted and diligently
concluded, so long as any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor; 



        (8)  Liens
on the Collateral created by this Indenture and the Collateral Documents securing the Indebtedness and other Obligations under this Indenture and the Collateral
Documents; 


        (9)  Liens
on the Collateral (other than the Exclusive Note Collateral) securing Indebtedness and other Obligations under the Credit Agreement that were permitted by the
terms of this Indenture to be incurred; 


        (10) Liens
on FF&E or other property or assets to secure Indebtedness permitted by clause (7) of Section 4.09(b) hereof, so long as such Liens do not at any
time encumber any assets or property other than the assets or property financed by such Indebtedness, and the proceeds (including insurance proceeds), products, rents, profits, accessions and
replacements thereof or thereto; 


        (11) Liens,
pledges or deposits to secure the performance of bids, trade contracts (other than borrowed money), leases, statutory obligations, appeal bonds and other
obligations of like nature, in each case, in the ordinary course of business, and lease obligations or nondelinquent obligations under workers' compensation, unemployment insurance or similar
legislation; 


        (12) without
duplication, (i) Government Transfers, and (ii) easements, rights-of-way, restrictions, zoning, minor defects or
irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business or assets of Wynn Las Vegas, any Restricted Entity or any of their
respective Restricted Subsidiaries incurred in the ordinary course of business; 



27





 




        (13) Liens
on Equity Interests in, and assets of, Unrestricted Subsidiaries of Wynn Las Vegas that secure Non-Recourse Debt of Unrestricted Subsidiaries; 



        (14) Liens
on assets or property of Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries arising by reason of any attachment or judgment
not constituting an Event of Default under this Indenture, so long as: 



        (a)  such
Liens are being contested in good faith by appropriate proceedings, and 


        (b)  such
Liens are adequately bonded or adequate reserves have been established on the books of the applicable Person in accordance with GAAP; 




        (15) to
the extent constituting Liens, ground leases and subleases in respect of the real property owned or leased by Wynn Las Vegas, any Restricted Entity or any of their
respective Restricted Subsidiaries, to the extent that such ground leases and subleases are permitted under this Indenture and the Collateral Documents and any leasehold mortgage on the lessee's
leasehold interest in the underlying real property in favor of any party financing the lessee under any such lease or sublease, so long as: 



        (a)  neither
Issuer nor any Restricted Entity nor any of their respective Restricted Subsidiaries is liable for the payment of any principal of, or interest, premiums or fees
on, such financing, and 


        (b)  the
affected lease and leasehold mortgage are expressly made subject and subordinate to the Lien of the applicable mortgage securing the Notes, or a Note Guarantee, as
the case may be; 




        (16) Uniform
Commercial Code financing statements filed for precautionary purposes in connection with any true lease of property leased by Wynn Las Vegas, any Restricted
Entity or any of their respective Restricted Subsidiaries, so long as any such financing statement does not cover any property other than the property subject to such lease and the proceeds (including
insurance proceeds), products, rents, profits, accessions and replacements thereof or thereto; 


        (17) Liens
securing Permitted Refinancing Indebtedness incurred in accordance with Section 4.09 hereof, so long as: 



        (a)  the
Indebtedness being refinanced by such Permitted Refinancing Indebtedness was secured, and 


        (b)  such
Liens do not at any time encumber any assets or property other than the assets or property secured by the Indebtedness being refinanced by such Permitted
Refinancing Indebtedness, and the proceeds (including insurance proceeds), products, rents, profits, accessions and replacements thereof or thereto; 




        (18) Liens
securing Indebtedness incurred in accordance with clauses (10), (11) and (12) of Section 4.09(b) hereof; 


        (19) Liens
created or expressly contemplated by the Affiliate Agreements, in each case as in effect on the date of this Indenture, so long as such Liens do not secure
Indebtedness; 


        (20) Liens
securing Hedging Obligations permitted to be incurred in accordance with clause (5) of Section 4.09(b) hereof; 



        (21) licenses
of patents, trademarks and other intellectual property rights granted by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted
Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of such Person; 



28





 




        (22) Liens
on cash disbursed pursuant to the Disbursement Agreement and deposited with, or held for the account of, Wynn Las Vegas, any Restricted Entity or any of their
respective Restricted Subsidiaries securing reimbursement obligations under performance bonds, guaranties, trade letters of credit, bankers' acceptances or similar instruments permitted under
clause (14) of Section 4.09(b) hereof, granted by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries in favor of the issuers of such performance
bonds, guaranties, trade letters of credit or bankers' acceptances, so long as: 



        (a)  any
cash disbursed to secure such reimbursement obligations is invested in Permitted Securities only, and 


        (b)  the
amount of cash and/or Permitted Securities secured by such Liens does not exceed 110% of the amount of the Indebtedness secured thereby (ignoring, for purposes of
this clause (b), any interest earned or paid on such cash and any dividends or distributions declared or paid in respect of such Permitted Investments); 




        (23) Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and 


        (24) Liens
not specified in clauses (1) through (23) above and not otherwise permitted by Section 4.12 hereof, so long as the aggregate outstanding
principal amount of the obligations secured by all such Liens in the aggregate does not exceed $1.0 million at any one time (collectively for all assets and property subject to such Liens). 




provided that, with respect to any Collateral, notwithstanding the definition of "Permitted Liens," a Lien shall not be a Permitted Lien on such
Collateral except to the extent that any applicable Collateral Document expressly permits the applicable Person to create, incur, assume or suffer to exist such Lien on such Collateral. 


        "Permitted Refinancing Indebtedness" means any Indebtedness of Wynn Las Vegas, any Restricted Entity or any of their respective Restricted
Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, amend and restate, restate, defease or refund other Indebtedness of any Person (other
than intercompany Indebtedness), so long as: 



        (1)  the
principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in
connection therewith), so long as if such Indebtedness is secured by a Lien described in clause (10) of the definition of "Permitted Liens," the principal amount, or accreted value shall not
exceed the then current fair market value of the asset so encumbered; 


        (2)  such
Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater
than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; 


        (3)  if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Note Guarantees, such
Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders
of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and 


        (4)  such
Indebtedness is incurred by the Person that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. 



29











   
        "Permitted Securities" means: 



        (1)  marketable
direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and
credit of the United States, in each case maturing within 18 months from the date of acquisition; or 



        (2)  shares
of money market, mutual or similar funds which invest exclusively in assets satisfying the requirements of clause (1) of this definition. 




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


        "Phase II Land" means the approximately 20 acre portion of the Project Site designated as the Phase II Land in the Collateral Documents,
together with all improvements thereon and all rights appurtenant thereto. 


        "Plans and Specifications" has the meaning given that term in the Disbursement Agreement. 


        "Point of Diversion" means, with respect to any Water Permit, the location designated under such Water Permit where a well can be located
for the draw of water under such Water Permit. 


        "Presumed Tax Liability" means, for any Person that is not a Pass Through Entity for any period, an amount equal to the product of
(a) the Taxable Income allocated or attributable to such Person (directly or through one or more tiers of Pass Through Entities) (net of taxable losses allocated to such Person with respect to
Wynn Las Vegas, the Completion Guarantor, any Restricted Entity or any of their respective Restricted Subsidiaries that (i) are, or were previously, deductible by such Person and
(ii) have not previously reduced Taxable Income), and (b) the Presumed Tax Rate. 


        "Presumed Tax Rate" with respect to any Person for any period means the highest effective combined Federal, state and local income tax
rate applicable during such period to a corporation organized under the laws of the State of Nevada, taxable at the highest marginal Federal income tax rate and the highest marginal Nevada and Las
Vegas income tax rates (after giving effect to the Federal income tax deduction for such state and local income taxes, taking into account the effects of the alternative minimum tax, such effects
being calculated on the assumption that such Person's only taxable income is the income allocated or attributable to such Person for such period (directly or through one or more tiers of Pass Through
Entities) with respect to its equity interest in Wynn Las Vegas, the Completion Guarantor, any Restricted Entity or any of their respective Restricted Subsidiaries that is a Pass Through Entity). In
determining the Presumed Tax Rate, the character of the items of income and gain comprising Taxable Income (e.g. ordinary income or long term capital
gain) shall be taken into account. 


        "Primary Note Collateral" means all Collateral, other than the FF&E Collateral, together with the proceeds and products thereof
(including, without limitation, the proceeds of Asset Sales). 


        "Principal" means Stephen A. Wynn. 


        "Project" means the Le Rêve Casino Resort, a large scale luxury hotel and destination casino resort, with related parking
structure and Golf Course facilities to be developed on the Project Site, all as more particularly described in Exhibit T-1 to the Disbursement Agreement. 



        "Project Assets" means, with respect to the Project at any time, all of the assets then in use related to the Project including any real
estate assets, any buildings or improvements thereon, and all equipment, furnishings and fixtures, but excluding any obsolete personal property determined by Wynn Las Vegas' Board of Directors to be
no longer useful or necessary to the operations or support of the Project. 


30





 



        "Project Budget" means the Project Budget attached as Exhibit H-1 to the Disbursement Agreement. 


        "Project Lease and Easement Agreements" means: 



        (1)  the
Golf Course Lease, 


        (2)  the
Parking Facility Lease, 


        (3)  the
Driving Range Lease, 


        (4)  the
Office Building Lease, and 


        (5)  the
Shuttle Easement Agreement, 




in
each case, as amended, modified or otherwise supplemented from time to time in accordance with Section 4.28 hereof. 


        "Project Lenders Intercreditor Agreement" means the Intercreditor Agreement, dated as of the date of this Indenture, between the Trustee
and a representative of the lenders under the Credit Agreement, as amended, modified or otherwise supplemented from time to time in accordance with its terms. 


        "Project Related Indebtedness" means Indebtedness for borrowed money incurred by Wynn Resorts, the proceeds of which are contributed,
directly or indirectly, as common equity capital to Wynn Las Vegas and its Restricted Subsidiaries, so long as neither Issuer, no Restricted Entity nor any Restricted Subsidiary of Wynn Las Vegas or
any Restricted Entity: 



        (1)  provides
credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) as to such Indebtedness, 


        (2)  is
directly or indirectly liable as a guarantor or otherwise as to such Indebtedness, or 


        (3)  constitutes
the lender of such Indebtedness. 




        "Project Site" means the approximately 212 acre site upon which the Project shall be located, together with all easements, licenses and
other rights running for the benefit of Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries and/or appurtenant thereto, and all as more particularly described in
Exhibit D hereto. 


        "Qualified Equity Offering" means a bona fide offering of common stock (other than Disqualified Stock) of Wynn Resorts which results in
gross proceeds to Wynn Resorts of at least $50.0 million, to the extent that such gross receipts are contributed as a cash common equity contribution to Wynn Las Vegas. 


        "Qualified Intercompany Agreement" means any agreement entered into by or among one or more of the Restricted Entities, on the one hand,
and one or more of Wynn Resorts or any of its Subsidiaries, on the other hand, for the provision of goods, rights and/or services to be used in Permitted Businesses related to or in connection with
and, in any event, for the benefit of, the Project, so long as the Affiliate Transactions effected under such Qualified Intercompany Agreement satisfy the requirements of Section 4.11 hereof. 


        "Related Party" means: 



        (1)  any
80% (or more) owned Subsidiary, heir, estate, lineal descendent or immediate family member of the Principal; or 



        (2)  any
trust, corporation, partnership or other entity, the beneficiaries, equity holders, partners, owners or Persons beneficially holding an 80% or more controlling
interest of which consist of the Principal and/or such other Persons referred to in the immediately preceding clause (1). 



31





 





        "Released Assets" means any item of Collateral for which conditions to its release are expressly set forth in this Indenture or the
Collateral Documents (it being understood that conditions incorporated by reference to the Credit Agreement or other documents shall be considered expressly set forth for this purpose), and as to
which such conditions have been met, including, subject to meeting the applicable conditions, the Golf Course Land, the Phase II Land, the funds securing the Completion Guarantee (initially,
$50.0 million) and the funds deposited in the Liquidity Reserve Account (initially, $30.0 million). Any such item of Collateral shall cease to be a Released Asset in the event, and to
the extent, that Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries is required to grant a security interest therein in favor of the Trustee to secure the Notes
or a Note Guarantee pursuant to Section 10.03 hereof. 


        "Replacement Aircraft" means the corporate aircraft to be acquired with Replacement Aircraft Indebtedness. 


        "Replacement Aircraft Indebtedness" means Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money
obligations incurred by Wynn Resorts or a direct Wholly
Owned Subsidiary (which may be a trust) of Wynn Resorts (other than Wynn Capital, Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries) for the purpose of financing
all or part of the purchase price of a Replacement Aircraft, so long as: 



        (1)  the
principal amount of such Indebtedness does not exceed the cost (including sales and excise taxes, installation and delivery charges and other direct costs of, and
other direct expenses paid or charged in connection with, such purchase) of the Replacement Aircraft purchased with the proceeds thereof, 


        (2)  the
aggregate principal amount of such Indebtedness does not exceed $55.0 million at any time outstanding, and 


        (3)  neither
Issuer, no Restricted Entity nor any of their respective Restricted Subsidiaries: 



        (a)  provides
credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) as to such Indebtedness, 


        (b)  is
directly or indirectly liable as a guarantor or otherwise as to such Indebtedness, or 


        (c)  constitutes
the lender of such Indebtedness. 





        "Responsible Officer," when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee
located at the Corporate Trust Office of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with
the particular subject. 


        "Restricted Entity" means any of Desert Inn Water Company, Valvino Lamore, Wynn Design, Wynn Resorts Holdings, Las Vegas Jet, LLC, World
Travel, LLC and Palo, LLC. 


        "Restricted Investment" means an Investment other than a Permitted Investment. 



        "Restricted Subsidiary" means (1) as to Wynn Las Vegas, any Subsidiary of Wynn Las Vegas that is not an Unrestricted Subsidiary, or
(2) as to any Restricted Entity, any Subsidiary of a Restricted Entity, other than (a) any other Restricted Entity, (b) the Issuers or (c) any Subsidiary of either Issuer. 


        "SEC" means the Securities and Exchange Commission. 


        "Secured Account" means the secured account subject to the Secured Account Agreement, into which the net proceeds of the Notes are
required to be deposited. 


32





 



        "Secured Account Agreement" means the Secured Account Agreement, dated as of the date of this Indenture, among the Issuers, the securities
intermediary named therein, and the Trustee, as amended, modified or otherwise supplemented from time to time in accordance with its terms, this Indenture and the other Collateral Documents. 



        "Securities Act" means the Securities Act of 1933, as amended. 


        "S&P" means Standard & Poor's Rating Services, a division of the McGraw Hill Companies, Inc., or any successor to its
statistical rating business, except that any reference to a particular rating by S&P shall be deemed to be a reference to the corresponding rating by any such successor. 


        "Shuttle Easement Agreement" means the Easement Agreement, dated as of the date of this Indenture, among Wynn Resorts Holdings, Valvino
Lamore and Wynn Las Vegas, as amended, modified or otherwise supplemented from time to time in accordance with Section 4.28 hereof. 


        "Significant Restricted Entity" means: 



        (1)  Valvino
Lamore, 


        (2)  Wynn
Resorts Holdings, 


        (3)  Desert
Inn Water Company, or 


        (4)  any
Restricted Entity if it (a) contributes at least 10% of the Restricted Entities' total consolidated income from continuing operations before income taxes,
extraordinary items, or (b) owns at least 10% of the Restricted Entities' total assets on a consolidated basis. 




        "Significant Restricted Subsidiary" means: 



        (1)  with
respect to any Restricted Subsidiary of Wynn Las Vegas, such Subsidiary if it (a) contributes at least 10% of Wynn Las Vegas' and its Restricted
Subsidiaries' total consolidated income from continuing operations before income taxes, extraordinary items, or (b) owns at least 10% of Wynn Las Vegas' and its Restricted Subsidiaries' total
assets on a consolidated basis, and 


        (2)  with
respect to any Restricted Subsidiary of a Restricted Entity, such Subsidiary if it (a) contributes at least 10% of the Restricted Entities' and their
Restricted Subsidiaries' total consolidated income from continuing operations before income taxes, extraordinary items, or (b) owns at least 10% of the Restricted Entities' and their Restricted
Subsidiaries' total assets on a consolidated basis. 




        "Solvent" means, when used with respect to any Person, as of any date of determination: 



        (1)  the
amount of the "present fair saleable value" of the assets of such Person shall, as of such date, exceeds the amount of all "liabilities of such Person, contingent or
otherwise," as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, 



        (2)  such
Person does not reasonably expect that such person may be unable to pay the liability of such Person on its debts as such debts become absolute and matured, 


        (3)  such
Person shall not have, as of such date, an unreasonably small amount of capital with which to conduct its business, 


        (4)  such
Person shall be able to pay its undisputed debts generally as they mature, and 


        (5)  such
Person is not insolvent within the meaning of any applicable requirements of law. 




        In
addition, for purposes of this definition, (a) "debt" means liability on a "claim," and (b) "claim" means any (i) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, 


33





 


secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced
to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. 



        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the
payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any
such interest or principal prior to the date originally scheduled for the payment thereof. 


        "Steve Wynn Capital Contribution" means the common equity capital contribution by Wynn Resorts Holdings to Wynn Las Vegas in immediately
available funds of the purchase price of the Golf Course Land released pursuant to Section 10.03(d) hereof. 



        "Stockholders Agreement" means that certain Stockholders Agreement, dated as of April 11, 2002, by and among Stephen A. Wynn, Baron
Asset Fund and Aruze USA, as in effect on the date of this Indenture. 


        "Subsidiary" means, with respect to any specified Person: 



        (1)  any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 


        (2)  any
partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 




        "Tax Amount" means, with respect to any period, (1) in the case of any direct or indirect member of any of Wynn Las Vegas, the
Completion Guarantor, any Restricted Entity or any of their respective
Restricted Subsidiaries that is a Pass Through Entity, the Presumed Tax Liability of such direct or indirect member, and (2) with respect to any of Wynn Las Vegas, the Completion Guarantor, the
Restricted Entities or any of their respective Restricted Subsidiaries that are Consolidated Members, the aggregate federal income tax liability such Persons would owe for such period if each was a
corporation filing federal income tax returns on a stand alone basis at all times during its existence and, if any of the Consolidated Members files a consolidated or combined state income tax return
such that it is not paying its own state income taxes, then Tax Amount shall also include the aggregate state income tax liability such Consolidated Members would have paid for such period if each was
a corporation filing state income tax returns on a stand alone basis at all times during its existence. 


        "Tax Distribution" means a distribution in respect of taxes pursuant to clause (5) of Section 4.07(b) hereof. 


        "Tax Indemnification Agreement" means the Tax Indemnification Agreement, dated as of the date of this Indenture, among Wynn Resorts,
Valvino Lamore, Stephen A. Wynn, Aruze USA, Baron Asset Fund, a Massachusetts business trust, on behalf of the Baron Asset Fund Series, Baron Asset Fund, a Massachusetts business trust, on behalf of
the Baron Growth Fund Series, and Kenneth R. Wynn Family Trust dated February 20, 1985, as amended, modified or otherwise supplemented from time to time in accordance with Section 4.28
hereof. 


        "Taxable Income" means, with respect to any Person for any period, the taxable income or loss of such Person for such period for federal
income tax purposes as a result of such Persons equity ownership of Wynn Las Vegas, the Completion Guarantor, any Restricted Entity or any of their 


34





 




respective Restrictive Subsidiaries that are Pass Through Entities for such period; provided, however, that all items of income, gain, loss or
deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss. 



        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on
which this Indenture is qualified under the TIA. 


        "Trustee" means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving hereunder. 


        "Unrestricted Subsidiary" means (1) Desert Inn Improvement Co., (2) the Completion Guarantor and (3) any Subsidiary
of Wynn Las Vegas, other than Wynn Capital, that is designated by the Board of Directors of Wynn Las Vegas as an Unrestricted Subsidiary pursuant to a resolution of the Board of
Directors (and any Subsidiary of each such Unrestricted Subsidiary), but only to the extent that such Subsidiary of Wynn Las Vegas: 



        (1)  has
no Indebtedness other than Non-Recourse Debt; 


        (2)  is
not party to any agreement, contract, arrangement or understanding with either Issuer, any Restricted Entity, any Restricted Subsidiary of Wynn Las Vegas or any
Restricted Entity or any Guarantor unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to such Person than those that (a) might be obtained at
the time from Persons who are not Affiliates of such Person, (b) are Permitted Investments or transactions permitted as Restricted Payments under Section 4.07 hereof, or (c) are
Affiliate Transactions permitted under Section 4.11 hereof; 


        (3)  is
a Person with respect to which neither Issuer, nor any Restricted Entity, nor any Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity, nor any Guarantor
has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve
any specified levels of operating results; 


        (4)  has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of either Issuer, any Restricted Entity, any Restricted Subsidiary of
Wynn Las Vegas or any Restricted Entity, or any Guarantor; and 


        (5)  has
at least one director on its Board of Directors that is not a director or executive officer of either Issuer, any Restricted Entity, any Restricted Subsidiary of
Wynn Las Vegas or any Restricted Entity, or any Guarantor and has at least one executive officer that is not a director or executive officer of either Issuer, any Restricted Entity, any Restricted
Subsidiary of Wynn Las Vegas or any Restricted Entity, or any Guarantor. 




        Any
designation of a Subsidiary of Wynn Las Vegas as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of Wynn
Las Vegas' Board of Directors giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by
Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary of Wynn Las Vegas would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be
an Unrestricted Subsidiary of Wynn Las Vegas for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of Wynn Las Vegas as of
such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, Wynn Las Vegas shall be in default of such covenant. The Board of Directors of
Wynn Las Vegas may at any time designate Desert Inn Improvement Co. or any Unrestricted Subsidiary of Wynn Las Vegas to be a Restricted Entity or a Restricted Subsidiary, as the case may be. Such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted Entity or a Restricted Subsidiary of Wynn Las Vegas, as the case may be, of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter reference period and (2) no Default or Event of Default would be in existence following such
designation. 


35







   
        "Valvino Lamore" means Valvino Lamore, LLC, a Nevada limited liability company. 


        "Valvino Water Permit Transfer" means the transfer of the Valvino Water Permits by Valvino Lamore to Wynn Las Vegas at no cost, in
accordance with all requirements of law and pursuant to all necessary consents of Governmental Authorities (including, if applicable, the Nevada PUC and the State of Nevada, Division of Water
Resources), so long as: 



        (1)  the
designated place of use for water available for draw under the Valvino Water Permits shall include the real property upon which the water features of the Le Reve
casino are located; 


        (2)  either
(i) no Points of Diversion with respect to the Water Permits and the wells associated with the Water Permits are located on the Phase II Land or
(ii) Valvino Lamore shall have transferred at no cost: 



        (a)  in
the case of Points of Diversion with respect to the Valvino Water Permits and DIIC Casino Water Permit and the wells associated therewith located on the Phase II
Land, such easements to Wynn Las Vegas as are necessary for Wynn Las Vegas to access such Points of Diversion, own and operate such wells and transport the water drawn therefrom to the water features
of the Le Reve casino, and 


        (b)  in
the case of Points of Diversion with respect to all other DIIC Water Permits and the wells associated therewith located on the Phase II Land, such easements to Wynn
Las Vegas and Wynn Resorts Holdings as are necessary for Wynn Las Vegas and Wynn Resorts Holdings to access such Points of Diversion, own and operate such wells and transport the water drawn at such
Points of Diversion and from such wells to the Golf Course Land; and 




        (3)  Wynn
Las Vegas and Wynn Resorts Holdings, as the case may be, shall have taken all actions required pursuant to Section 4.32 hereof with respect to any assets or
property acquired pursuant to clause (2)(ii) of this definition. 




        "Valvino Water Permits" means, collectively, the permits identified as of the date of the Indenture Permit No. 60164 (Cert. 15447)
and Permit No. 60165 (Cert. 15448), in each case as shown in the records of the State of Nevada, Division of Water Resources, in Carson City, Nevada (and any successor or replacement permits
thereto). 


        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person. 


        "Water Companies" means: 



        (1)  Desert
Inn Water Company; and 


        (2)  Desert
Inn Improvement Co. 




        "Water Permits" means, collectively, the DIIC Water Permits and the Valvino Water Permits. 


        "Water Rights" means: (1) with respect to any Person, all of such Person's right, title and interest in and to any water stock,
permits or entitlements and any other water rights related to or appurtenant to property owned or leased by such Person, and (2) with respect to any property, any water stock, permits or
entitlements and any other water rights related to or appurtenant to such property. 


        "Water Rights Transfer" means, collectively, (1) the Valvino Water Permit Transfer and (2) the DIIC Water Transfer. 


        "Water Show Entertainment Production Agreement" means the Agreement, dated January 25, 2001, between Wynn Resorts Holdings and
Calitri Services and Licensing Limited Liability Company, as amended, modified or otherwise supplemented from time to time in accordance with Section 4.28 hereof. 


36





 



        "Water Supply Agreement" means the Agreement Regarding Provision of Water and Use of Water, dated as of the date of this Indenture, among
Desert Inn Improvement Co., Wynn Resorts Holdings and
Wynn Las Vegas, as amended, modified or otherwise supplemented from time to time in accordance with Section 4.28 hereof. 



        "Water Utility Land" means the approximately 0.17 acre tract of land located on the Golf Course Land owned by Desert Inn Improvement Co.,
as more particularly described in Exhibit T-4 to the Disbursement Agreement. 


        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing: 



        (1)  the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the
making of such payment; by 


        (2)  the
then outstanding principal amount of such Indebtedness. 




        "Wholly Owned Restricted Subsidiary" of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital
Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person. 



        "Wholly Owned Subsidiary" of any specified Person means a Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person. 


        "Wynn Capital" means Wynn Las Vegas Capital Corp., a Nevada corporation. 


        "Wynn Design" means Wynn Design & Development, LLC, a Nevada limited liability company. 



        "Wynn Design Agreement" means the Wynn Design Agreement, dated as of October 4, 2002, between Wynn Las Vegas and Wynn Design, as
amended, modified or otherwise supplemented from time to time in accordance with Section 4.28 hereof. 


        "Wynn Employment Agreement" means the Employment Agreement, dated as of October 4, 2002, between Wynn Resorts and Stephen A. Wynn,
as amended, modified or otherwise supplemented from time to time in accordance with Section 4.28 hereof. 



        "Wynn Group Entities" means (1) Palo, LLC, (2) Wynn Design and (3) each of their respective Subsidiaries. 


        "Wynn Home Site Land" means an approximately two acre tract of land located on the Golf Course Land where a personal residence for Stephen
A. Wynn may be built, after the release of the Trustee's Liens (for the benefit of the Holders) thereon in accordance with Section 10.03(d). 


        "Wynn Las Vegas" means Wynn Las Vegas, LLC, a Nevada limited liability company. 



        "Wynn Put Agreement" means the Agreement, dated as of June 13, 2002, among Stephen A. Wynn and Wynn Resorts, relating to the
Buy-Sell Agreement, as amended, modified or otherwise supplemented from time to time in accordance with the Parent Guarantee. 


        "Wynn Resorts" means Wynn Resorts, Limited, a Nevada corporation. 


        "Wynn Resorts Holdings" means Wynn Resorts Holdings, LLC, a Nevada limited liability company (formerly known as Wynn Resorts, LLC). 


37





 



Section 1.02    Other Definitions.    



	Term
 
	 	Defined in

Section

	"Affiliate Transaction"	 	4.11
	"Asset Sale Offer"	 	4.10
	"Authentication Order"	 	2.02
	"Change of Control Offer"	 	4.15
	"Change of Control Payment"	 	4.15
	"Change of Control Payment Date"	 	4.15
	"Covenant Defeasance"	 	8.03
	"DTC"	 	2.03, 2.06
	"Event of Default"	 	6.01
	"Event of Loss Offer"	 	4.16
	"Excess Proceeds"	 	4.10
	"Excess Proceeds Offer"	 	4.10
	"incur"	 	4.09
	"Legal Defeasance"	 	8.02
	"Offer Amount"	 	3.10
	"Offer Period"	 	3.10
	"Paying Agent"	 	2.03
	"Payment Default"	 	6.01
	"Permitted Debt"	 	4.09
	"Purchase Date"	 	3.09
	"Reference Period"	 	4.09
	"refinancing"	 	10.03
	"Registrar"	 	2.03
	"Restricted Payments"	 	4.07
	"Steve Wynn Capital Contribution"	 	10.03






Section 1.03    Incorporation by Reference of Trust Indenture Act.    


        Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 


        The
following TIA terms used in this Indenture have the following meanings: 



        "Commission" means the SEC; 


        "indenture securities" means the Notes; 


        "indenture security Holder" means a Holder of a Note; 


        "indenture to be qualified" means this Indenture; 


        "indenture trustee" or "institutional trustee" means the Trustee; and 



        "obligor" on the Notes and the Note Guarantees means the Issuers, the Guarantors and the Parent Guarantor, respectively, and any successor
obligor upon the Notes and the Note Guarantees, respectively. 


        All
other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to
them. 


38





 



Section 1.04    Rules of Construction.    


        Unless
the context otherwise requires: 



        (1)  a
term has the meaning assigned to it; 


        (2)  an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 



        (3)  "or"
is not exclusive; 


        (4)  words
in the singular include the plural, and in the plural include the singular; 


        (5)  "will"
shall be interpreted to express a command; 


        (6)  provisions
apply to successive events and transactions; 


        (7)  references
to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from
time to time; 


        (8)  references
to any statute, law, rule or regulation shall be deemed to refer to the same as from time to time amended and in effect and to any successor statute, law,
rule or regulation; and 


        (9)  references
to any contract, agreement or instrument shall mean the same as amended, modified, supplemented or amended and restated from time to time, in each case, in
accordance with any applicable restrictions contained therein, in this Indenture or in any Collateral Document, as the case may be. 



ARTICLE 2.

THE NOTES  


Section 2.01    Form and Dating.    


        (a)    General.    The Notes and the Trustee's certificate of authentication shall be substantially in the form of
Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof. 


        The
terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors, the Parent Guarantor and the
Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 


        (b)    Global Notes.    Notes issued in global form shall be substantially in the form of Exhibit A attached
hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes issued in definitive form shall also be substantially in the
form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall
represent such of the outstanding Notes as shall be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon
and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of
a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 


39





 



Section 2.02    Execution and Authentication.    



        Two
Officers on behalf of each of Wynn Las Vegas and Wynn Capital must sign the Notes for the Issuers by manual or facsimile signature. 


        If
an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. 


        A
Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this
Indenture. 


        The
Trustee shall, upon receipt of a written order of the Issuers signed by two Officers of each of Wynn Las Vegas and Wynn Capital (an "Authentication
Order"), authenticate Notes for original issue up to the aggregate principal amount of the Notes (including Notes to be issued in substitution for outstanding Notes to reflect
any name change of either Issuer, by succession permitted hereunder or otherwise). 


        The
Issuers may issue Notes in a maximum aggregate principal amount of (a) $470.0 million, less (b) the aggregate
principal amount of all Indebtedness incurred pursuant to clauses (11) and (12) of Section 4.09(b) hereof, other than through the issuance of Additional Notes under this
Indenture. The aggregate principal amount of Notes outstanding at any time may not exceed such maximum amount except as provided in Section 2.07 hereof. 



        The
Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the
Issuers. 


Section 2.03    Registrar and Paying Agent.    


        The
Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange ("Registrar") and
an office or agency where Notes may be presented for payment ("Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer
and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address
of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. Either or both of the Issuers or any
of their Subsidiaries may act as Paying Agent or Registrar. 


        The
Issuers initially appoint The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Notes. 


        The
Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. 


Section 2.04    Paying Agent to Hold Money in Trust.    


        The
Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held
by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any default by the Issuers in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee.
Upon payment over to the Trustee, the Paying Agent (if other than the Issuers or a Subsidiary thereof) shall have no further liability for the money. If either Issuer or a Subsidiary acts as Paying
Agent, it shall segregate and hold 


40





 




in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as
Paying Agent for the Notes. 


Section 2.05    Holder Lists.    


        The
Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply
with TIA § 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise
comply with TIA § 312(a). 


Section 2.06    Transfer and Exchange.    


        (a)    Transfer and Exchange of Global Notes.    A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Issuers for Definitive Notes if: 



        (1)  Wynn
Las Vegas delivers to the Trustee written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a
clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by Wynn Las Vegas within 90 days after the date of such notice from the
Depositary; or 


        (2)  following
the occurrence and during the continuation of a Default or Event of Default, any Person having a beneficial interest in a Global Note requests that the Global
Notes should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee. 




        Upon
the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.
Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note
or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may
not be exchanged for another Note other than as provided in this Section 2.06(a). However, beneficial interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b) or (c) hereof. 


        Neither
Issuer nor the Trustee will be liable for any delay by a Holder of a Global Note or the Depositary in identifying the beneficial owners of Notes, except as a result of such
Issuer's or Trustee's own negligent action, negligent failure to act or own willful misconduct, as the case may be. In the absence of bad faith on their part, the Issuers and the Trustee may
conclusively rely on, and will be protected in relying on written instructions from the Holder of a Global Note or the Depositary for all purposes under this Indenture. 


        (b)    Transfer and Exchange of Beneficial Interests in the Global Notes.    The transfer and exchange of beneficial
interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Global Notes
shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 



        (1)    Transfer and Exchange of Beneficial Interests in the Same Global Note.    Beneficial interests in any Global
Note may be transferred to Persons who take delivery thereof in the form 



41





 


of a beneficial interest in a Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 


        (2)    Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes.    If any holder of a
beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(f) hereof, and the Issuers shall
execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.06(b)(2) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest
requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. 




        (c)    Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes.    A Holder of a Definitive
Note may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at
any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of
one of the Global Notes. 


        (d)    Transfer and Exchange of Definitive Notes for Definitive Notes.    Upon request by a Holder of Definitive Notes
and such Holder's compliance with the provisions of this Section 2.06(d), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar
duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable,
required pursuant to the Applicable Procedures or reasonably requested by the Issuers to demonstrate compliance by such Holder with applicable law. 


        (e)    Legends.    The following legends shall appear on the face of all Global Notes and Definitive Notes issued
under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 



        (1)    Global Note Legend. Each Global Note shall bear a legend in substantially the following form: 


"THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF WYNN LAS VEGAS, LLC AND WYNN LAS VEGAS CAPITAL CORP. 



42











  



UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUERS
OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN." 




        (f)    Cancellation and/or Adjustment of Global Notes.    At such time as all beneficial interests in a particular
Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred
to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest
is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and
an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 


        (g)    General Provisions Relating to Transfers and Exchanges.    



        (1)  To
permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an
Authentication Order in accordance with Section 2.02 or at the Registrar's request. 



        (2)  No
service charge shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may
require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable
upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.10, 4.10, 4.15, 4.16 and 9.05 hereof). 


        (3)  The
Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any
Note being redeemed in part. 


        (4)  All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the
Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 



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        (5)  The
Issuers shall not be required: 



        (A)  to
issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of
Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 


        (B)  to
register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or 


        (C)  to
register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. 




        (6)  Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the
Issuers shall be affected by notice to the contrary. 


        (7)  The
Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. 



        (8)  All
certifications and certificates required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may
be submitted by facsimile. 




Section 2.07    Replacement Notes.    


        If
any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers shall
issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee's requirements are met. If required by the Trustee or the Issuers, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any
of them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note. 


        Every
replacement Note is an additional obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder. 


Section 2.08    Outstanding Notes.    



        The
Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest
in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of either Issuer holds the Note. 


        If
a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a
protected purchaser. 


        If
the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 


        If
the Paying Agent (other than an Issuer, a Subsidiary of an Issuer or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable
on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 


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Section 2.09    Treasury Notes.    


        In
determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or any of their Affiliates,
shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that
the Trustee knows are so owned shall be so disregarded. 


Section 2.10    Temporary Notes.    


        Until
certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate Definitive Notes in exchange for temporary Notes. 



        Holders
of temporary Notes shall be entitled to all of the benefits of this Indenture. 


Section 2.11    Cancellation.    


        The
Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy canceled
Notes in its customary manner (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Notes shall be delivered to the Issuers. The Issuers
may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation. 


Section 2.12    Defaulted Interest.    


        If
the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuers shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least
15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 


ARTICLE 3.

REDEMPTION AND PREPAYMENT  


Section 3.01    Notices to Trustee.    


        If
the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, they must furnish to the Trustee, at least 30 days but not more
than 60 days before a redemption date, an Officers' Certificate setting forth: 


        (a)  the
clause of this Indenture pursuant to which the redemption shall occur; 


        (b)  the
redemption date; 


        (c)  the
principal amount of Notes to be redeemed; and 


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        (d)  the
redemption price. 


Section 3.02    Selection of Notes to Be Redeemed or Purchased.    



        If
less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select Notes for redemption or purchase as follows: 


        (a)  if
the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are
listed; or 


        (b)  if
the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the
Trustee shall deem fair and appropriate. 


        In
the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 


        The
Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the
principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;  provided, however, that if all of the Notes of a Holder are to be redeemed or purchased, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 


Section 3.03    Notice of Redemption.    


        Subject
to the provisions of Section 3.10 hereof, at least 30 days but not more than 60 days before a redemption date, the Issuers shall mail or cause to be mailed,
by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 of this Indenture. 


        The
notice shall identify the Notes to be redeemed and shall state: 


        (a)  the
redemption date; 


        (b)  the
redemption price; 


        (c)  if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a
new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note; 


        (d)  the
name and address of the Paying Agent; 


        (e)  that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 


        (f)    that,
unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; 



        (g)  the
paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and 


46





 



        (h)  that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 


        At
the Issuers' request, the Trustee shall give the notice of redemption in the Issuers' name and at their expense; provided, however,
that the Issuers have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers' Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph. 


Section 3.04    Effect of Notice of Redemption.    


        Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption
price. A notice of redemption may not be conditional. 


Section 3.05    Deposit of Redemption or Purchase Price.    



        On
or before 11:00 a.m. (New York City time) on the redemption or purchase price date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption or purchase price of and accrued interest and premium, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the
Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and premium, if any,
on, all Notes to be redeemed or purchased. 


        If
the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes
called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for
redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such
principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 


Section 3.06    Notes Redeemed or Purchased in Part.    



        Upon
surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the
expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. 


Section 3.07    Optional Redemption.    


        (a)  At
any time prior to November 1, 2005, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this
Indenture at a redemption price of 112.0% of the principal amount redeemed, plus accrued and unpaid interest thereon to the redemption date, with the net cash proceeds of one or more Qualified Equity
Offerings (other than the IPO), so long as: 



        (1)  at
least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding
Notes held by Wynn Resorts, any of its Affiliates, any of their respective employees or the Existing Stockholders); and 


        (2)  the
redemption must occur within 60 days of the date of the closing of such Qualified Equity Offering. 



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        (b)  Except
pursuant to Section 3.07(a) and Section 3.09, the Notes are not redeemable at the Issuers' option prior to November 1, 2006. 


        (c)  After
November 1, 2006, the Issuers may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period
beginning on November 1 of the years indicated below: 



	Year
 
	 	Percentage
	 
	2006	 	112.00	%
	2007	 	108.00	%
	2008	 	104.00	%
	2009 and thereafter	 	100.00	%






        (d)  Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof. 


Section 3.08    Mandatory Redemption.    


        Other
than as set forth in Section 3.09 below, the Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes. 


Section 3.09    Mandatory Disposition or Redemption Pursuant to Gaming Laws.    



        Notwithstanding
any other provision hereof, if any Gaming Authority requires a Holder or Beneficial Owner of Notes to be licensed, qualified or found suitable under any applicable Gaming
Law and the Holder or Beneficial Owner (1) fails to apply for a license, qualification or finding of suitability within 30 days after being requested to do so (or such lesser period as
required by the Gaming Authority), or (2) is notified by a Gaming Authority that it shall not be licensed, qualified or found suitable, the Issuers shall have the right, at their option, to: 


        (a)  require
the Holder or Beneficial Owner to dispose of its Notes within 30 days (or such lesser period as required by the Gaming Authority) following the earlier
of: 



        (1)  the
termination of the period described above for the Holder or Beneficial Owner to apply for a license, qualification or finding of suitability; or 


        (2)  the
receipt of the notice from the Gaming Authority that the Holder or Beneficial Owner shall not be licensed, qualified or found suitable by the Gaming Authority; or 




        (b)  redeem
the Notes of the Holder or Beneficial Owner at a redemption price equal to: 



        (1)  the
price determined by the Gaming Authority; or 


        (2)  if
the Gaming Authority does not determine a price, the lesser of: 



        (A)  the
principal amount of the Notes; and 


        (B)  the
price that the Holder or Beneficial Owner paid for the Notes, 





in
each case, together with accrued and unpaid interest on the Notes to the earlier of (1) the date of redemption or such earlier date as is required by the Gaming Authority or (2) the
date of the finding of unsuitability by the Gaming Authority, which may be less than 30 days following the notice of redemption. The Issuers shall notify the Trustee in writing of any
redemption pursuant to this Section 3.09 as soon as reasonably practicable. 


48





 

        Immediately
upon a determination by a Gaming Authority that a Holder or Beneficial Owner of Notes shall not be licensed, qualified or found suitable, the Holder or Beneficial Owner shall
not have any further rights with respect to the Notes to: 


        (a)  exercise,
directly or indirectly, through any Person, any right conferred by the Notes; or 


        (b)  receive
any interest or any other distribution or payment with respect to the Notes, or any remuneration in any form from the Issuers for services rendered or otherwise,
except the redemption price of the Notes. 


        The
Issuers are not required to pay or reimburse any Holder or Beneficial Owner of Notes who is required to apply for such license, qualification or finding of suitability for the costs
relating thereto. Those expenses shall be the obligation of the Holder or Beneficial Owner. 


Section 3.10    Offer to Purchase by Application of Excess Proceeds.    


        In
the event that, pursuant to Section 4.10 or 4.16 hereof, Wynn Las Vegas is required to commence an Asset Sale Offer or an Event of Loss Offer (each Asset Sale Offer or Event of
Loss Offer is referred to in this Section 3.10 as an "Excess Proceeds Offer"), it shall follow the procedures specified below. 


        The
Excess Proceeds Offer shall be made to all Holders. The Excess Proceeds Offer shall remain open for a period of at least 20 Business Days following its commencement and not more than
30 Business Days, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than three Business Days after
the termination of the Offer Period (the "Purchase Date"), Wynn Las Vegas shall apply all Excess Proceeds (the "Offer
Amount") to the purchase of Notes (if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal securities exchange on
which the Notes are listed, or, if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by any other method the
Trustee deems fair and
appropriate, if applicable) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Excess Proceeds Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made. 


        If
the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name
a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Excess Proceeds Offer. 


        Wynn
Las Vegas shall provide the Trustee with notice of the Excess Proceeds Offer at least 10 days (or such lesser time as the Trustee shall permit) prior to its commencement.
Upon the commencement of an Excess Proceeds Offer, Wynn Las Vegas shall send, by first class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes pursuant to the Excess Proceeds Offer. The notice, which shall govern the terms of the Excess Proceeds Offer, shall state: 


        (a)  that
the Excess Proceeds Offer is being made pursuant to this Section 3.10 and Section 4.10 or Section 4.16 hereof, as appropriate, and the length
of time the Excess Proceeds Offer shall remain open; 



        (b)  the
Offer Amount, the purchase price and the Purchase Date; 


        (c)  that
any Note not tendered or accepted for payment shall continue to accrue interest; 


        (d)  that,
unless Wynn Las Vegas defaults in making such payment, any Note accepted for payment pursuant to the Excess Proceeds Offer shall cease to accrue interest after the
Purchase Date; 


49









   
        (e)  that Holders electing to have a Note purchased pursuant to an Excess Proceeds Offer may elect to have Notes purchased in integral multiples of $1,000 only; 


        (f)    that
Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer shall be required to surrender the Note, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to Wynn Las Vegas, the Depositary, if appointed by Wynn Las Vegas, or a Paying Agent at the
address specified in the notice at least three days before the Purchase Date; 


        (g)  that
Holders shall be entitled to withdraw their election if Wynn Las Vegas, the Depositary or the Paying Agent, as the case may be, receives, not later than the
expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Note purchased; provided that, with respect to Notes that have been tendered using
the procedure for book-entry transfer, any such notice of withdrawal shall specify the name number of the account at The Depository Trust Company to be credited with the withdrawn Notes
and shall otherwise comply with the procedures of the book-entry transfer facility; 


        (h)  that,
if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, Wynn Las Vegas shall select the Notes to be purchased, if the Notes are
listed on any national securities exchange, in compliance with the requirements of the principal securities exchange on which the Notes are listed, or if the Notes are not listed on any national
securities exchange, on a pro rata basis, by lot or by any other method the Trustee deems fair and appropriate (with such adjustments as may be deemed
appropriate by Wynn Las Vegas so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and 


        (i)    that
Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer). 


        On
or before the Purchase Date, Wynn Las Vegas shall, to the extent lawful, accept for payment, if the Notes are listed on any national securities exchange, in compliance with the
requirements of the principal securities exchange on which the Notes are listed, or if the Notes are not listed on any national securities exchange, on a pro
rata basis, by lot or by any other method the Trustee deems fair and appropriate, to the extent necessary, the Offer Amount of Notes or portions thereof tendered
pursuant to the Excess Proceeds Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by Wynn Las Vegas in accordance with the terms of this Section 3.10. Wynn Las Vegas, the Depositary or the Paying Agent, as the case may be, shall
promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by Wynn Las Vegas for purchase, and Wynn Las Vegas shall promptly issue a new Note, and the Trustee, upon written request from Wynn Las Vegas shall authenticate and mail or deliver such new
Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by Wynn Las Vegas to the Holder
thereof. Wynn Las Vegas shall publicly announce the results of the Excess Proceeds Offer on the Purchase Date. 


        Other
than as specifically provided in this Section 3.10, any purchase pursuant to this Section 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06
hereof. 


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ARTICLE 4.

COVENANTS  


Section 4.01    Payment of Notes.    


        The
Issuers shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any,
and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited
by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 


        The
Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess
of the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. 


Section 4.02    Maintenance of Office or Agency.    


        The
Issuers shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or
co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture
may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers fail to maintain any
such required office or agency or fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the
Trustee. 


        The
Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of their obligation to
maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency. 


        The
Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof. 


Section 4.03    Reports.    


        (a)  Whether
or not required by the SEC, so long as any Notes are outstanding, the Issuers shall furnish to the Holders, within the time periods specified in the SEC's rules
and regulations: 



        (1)  all
quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if each of
(a) Wynn Las Vegas and (b) the Restricted Entities were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations"
and, with respect to the annual information only, a report thereon by the Wynn Las Vegas' and the Restricted Entities' certified independent accountants; and 


        (2)  all
current reports that would be required to be filed with the SEC on Form 8-K if each of (a) Wynn Las Vegas and (b) the Restricted
Entities were required to file such reports. 




        (b)  If
Wynn Las Vegas has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by
Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in 


51





 



Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Wynn Las Vegas and its Restricted Subsidiaries separate
from the financial condition and results of operations of the Unrestricted Subsidiaries of Wynn Las Vegas. 


Section 4.04    Compliance Certificate.    


        (a)  The
Issuers, each Guarantor and the Parent Guarantor (to the extent that such Guarantor and/or Parent Guarantor is so required under the TIA) shall deliver to the
Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Issuers, the Restricted Entities and their respective
Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled
its obligations under this Indenture and the Collateral Documents, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuers have
kept, observed, performed and fulfilled each and every covenant contained in this Indenture and the Collateral Documents and are not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture or the Collateral Documents (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may
have knowledge and what action the Issuers are taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of
which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or
propose to take with respect thereto. 


        (b)  So
long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements
delivered pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Issuers' independent public accountants (who shall be a firm of established national reputation)
that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Issuers have violated any
provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall
not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. 


        (c)  So
long as any of the Notes are outstanding, the Issuers shall deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an
Officers' Certificate specifying such Default or Event of Default and what action the Issuers are taking or proposes to take with respect thereto. 


Section 4.05    Taxes.    



        The
Issuers and the Restricted Entities shall pay, and shall cause each of their respective Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 


Section 4.06    Stay, Extension and Usury Laws.    


        The
Issuers, each of the Guarantors and the Parent Guarantor covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this
Indenture; and each Issuer, each of the Guarantors and the Parent Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the 


52





 




Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 


Section 4.07    Restricted Payments.    


        (a)  Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly: 



        (1)  declare
or pay any dividend or make any other payment or distribution on account of any Equity Interests of Wynn Las Vegas, any Restricted Entity or any Restricted
Entity's Restricted Subsidiaries (including, without limitation, any payment in connection with any merger or consolidation) or to the direct or indirect holders of any Equity Interests of Wynn Las
Vegas, any Restricted Entity or any Restricted Entity's Restricted Subsidiaries in any capacity, other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of
Wynn Las Vegas, any Restricted Entity or any Restricted Entity's Restricted Subsidiaries; 


        (2)  purchase,
redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation) any Equity Interests of Wynn
Las Vegas, any direct or indirect parent of Wynn Las Vegas (including, without limitation, Wynn Resorts), any Restricted Entity or any Restricted Entity's Restricted Subsidiaries, other than Permitted
Investments; 


        (3)  make
any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the
Note Guarantees under the Guarantee and Collateral Agreements, except a payment of interest or principal at the Stated Maturity thereof; or 


        (4)  make
any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as
"Restricted Payments"), 




unless,
at the time of and after giving effect to such Restricted Payment: 



        (1)  the
Completion Date has occurred; and 


        (2)  no
Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and 


        (3)  Wynn
Las Vegas would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of
the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09(a) hereof; and 


        (4)  such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Wynn Las Vegas, any Restricted Entity or any of their respective
Restricted Subsidiaries after the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (5), (7), (8), (9), (10), (11), (12), (13) and (14) below (with
respect to clause (5) to the extent such Restricted Payments were already deducted from Consolidated Net Income) of Section 4.07(b) hereof), is less than the sum, without duplication,
of: 



        (A)  50%
of the Consolidated Net Income of Wynn Las Vegas and its Restricted Subsidiaries for the period (taken as one accounting period) from the beginning of the first
fiscal quarter commencing after the Completion Date to the end of Wynn Las Vegas' most recently ended fiscal quarter for which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus




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        (B)  100%
of the aggregate Net New Equity Proceeds since the date of this Indenture, excluding any Net New Equity Proceeds: 



        (i)    to
the extent those proceeds are utilized as a basis for incurring Indebtedness pursuant to clause (11) or (12) of Section 4.09(b) hereof, 


        (ii)  to
the extent consisting of capital contributions made to Wynn Las Vegas for the purpose of satisfying the "in-balance" requirements of the Disbursement
Agreement, 


        (iii)  to
the extent such Net New Equity Proceeds are derived from the incurrence of any Project Related Indebtedness, unless at the time of any proposed Restricted Payment
to be made based upon amounts available for Restricted Payments under subclause (iii) of this clause (B), and pro forma for such Restricted Payment, Wynn Las Vegas would have been able
to incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, except that, solely for purposes of calculating the Fixed Charge
Coverage Ratio under this subclause (iii), the Fixed Charges of Wynn Resorts shall be included as a Fixed Charge in the calculation of "Fixed Charges," 



        (iv)  to
the extent those proceeds are used to redeem, repurchase, retire, defease or acquire subordinated Indebtedness or Equity Interests pursuant to clause (2) or
(3) of Section 4.07(b) hereof, and 


        (v)  to
the extent those proceeds are used to make Permitted Investments of the type permitted by clause (5) of the definition of Permitted Investments,  plus




        (C)  (i) to
the extent that any Restricted Investment that was made after the date of this Indenture is sold for cash or otherwise liquidated or repaid for cash for
an amount in excess of the initial amount of such Restricted Investment, the sum of (x) 50% of the cash proceeds with respect to such Restricted Investment in excess of the aggregate amount
invested in such Restricted Investment (less the cost of disposition, if any) and (y) the aggregate amount invested in such Restricted Investment, and (ii) to the extent that any such
Restricted Investment is sold for cash or otherwise liquidated or repaid in cash for an amount equal to or less than the initial amount of such Restricted Investment, the cash return of capital with
respect to such Restricted Investment (less the cost of disposition, if any), plus



        (D)  100%
of any cash dividends or cash distributions received by Wynn Las Vegas or any of its Restricted Subsidiaries after the date of this Indenture from an Unrestricted
Subsidiary of Wynn Las Vegas, plus


        (E)  to
the extent that any Unrestricted Subsidiary of Wynn Las Vegas is redesignated as a Restricted Subsidiary after the date of this Indenture, the lesser of
(i) the fair market value of Wynn Las Vegas's Investment in such Subsidiary as of the date of such redesignation or (ii) such fair market value as of the date on which such Subsidiary
was originally designated as an Unrestricted Subsidiary. 





        (b)  With
respect to (1) any payments made pursuant to clauses (1), (2), (3), (6), (7), (8), (9), (11), (12), (13), (14), (15) and (16) below, so long as
no Default or Event of Default has occurred and is continuing or would be caused by the payments, and (2) any payments made pursuant to clauses (4), (5) and (10) below, regardless
of whether any Default or Event of Default has occurred and is continuing or would be caused by the payment, the preceding provisions of this Section 4.07 shall not prohibit: 



        (1)  the
payment of any dividend or distribution (other than any distribution made under clause (5) of this Section 4.07(b)) within 60 days after the
date of declaration of the dividend or 



54





 


distribution, if at the date of declaration the dividend payment or distribution payment would have complied with the provisions of this Indenture; 


        (2)  the
redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of (i) Wynn Las Vegas, any Restricted Entity or any of
their respective Restricted Subsidiaries in exchange for, or out of Net New Equity Proceeds, or (ii) Wynn Las Vegas, any Restricted Entity or any of their Restricted Subsidiaries with the net
cash proceeds from an incurrence of Permitted Refinancing Indebtedness; 


        (3)  the
redemption, repurchase, retirement, defeasance or other acquisition of any Equity Interests of Wynn Las Vegas or Wynn Resorts in exchange for or out of Net New
Equity Proceeds; 


        (4)  the
distribution to Wynn Resorts, directly or through any intermediate Wholly Owned Subsidiaries of Wynn Resorts, of amounts necessary to repurchase Equity Interests or
Indebtedness of Wynn Resorts (other than Equity Interests held by or Indebtedness owed to the Existing Stockholders) to the extent required by any Gaming Authority having jurisdiction over Wynn Las
Vegas or any of its Restricted Subsidiaries for not more than the fair market value thereof in order to avoid the suspension, revocation or denial of a Gaming License by that Gaming Authority;  provided
that so long as, if such efforts do not jeopardize any Gaming License, Wynn Resorts and its Subsidiaries shall have diligently attempted to
find a third-party purchaser for such Equity Interests or Indebtedness and no third-party purchaser acceptable to the applicable Gaming Authority was willing to purchase such Equity Interests or
Indebtedness within a time period acceptable to such Gaming Authority; 


        (5)  distributions
to the direct or indirect owners of Wynn Las Vegas, the Completion Guarantor, any Restricted Entity or any of their respective Restricted Subsidiaries with
respect to any period during
which such entity is a Pass Through Entity or a Consolidated Member, such distributions in an aggregate amount not to exceed such owners' Tax Amounts for such period; 


        (6)  (i) the
repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Wynn Resorts, or (ii) the distribution to Wynn
Resorts, directly or through any intermediate Wholly Owned Subsidiaries of Wynn Resorts, of amounts necessary to repurchase, redeem or otherwise acquire or retire for value Equity Securities of Wynn
Resorts, in each case held by any member of management of Wynn Resorts or any Restricted Entity (or the estate or trust for the benefit of any such member of management) pursuant to the provisions of
the operating agreement, or comparable governing documents, or employee benefit plans or employment agreements of any such Person; provided that the
aggregate consideration for all such repurchased, redeemed, acquired or retired Equity Interests, together with the aggregate amount of all such distributions made to Wynn Resorts, shall not exceed
$2.0 million in any calendar year; 


        (7)  the
payment of Management Fees under the Management Agreement to the extent such payments are made in compliance with Section 4.24 hereof; 



        (8)  the
distribution to Wynn Resorts of amounts remaining in the Completion Guarantee Deposit Account, following the release of such amounts in accordance with the
Disbursement Agreement; 


        (9)  following
the Completion Date, the payments of amounts then due and payable under the Affiliate Agreements and Qualified Intercompany Agreements in respect of the period
following the Completion Date (other than payments described in clauses (7), (10) and (11) of this Section 4.07(b)), so long as such amounts do not include, in any case, any fee,
profit or similar component, and represent only the payment or reimbursement of actual costs and expenses incurred or, as the case may be, the fair value of services provided thereunder; 



55











  



        (10) the
payment of amounts then due and payable under the Tax Indemnification Agreement, as in effect on the date of this Indenture; 


        (11) the
payment, on or after the Budgeted Overhead Final Payment Date, of Allocable Overhead to Wynn Resorts or any of its Subsidiaries to the extent then due and payable
by Wynn Resorts or the applicable Subsidiary, as the case may be; provided that Wynn Las Vegas shall deliver an Officers' Certificate to the Trustee,
within 30 days following a written request therefor from the Trustee or any Holder, confirming and setting forth such date; 


        (12) the
payment of Budgeted Amounts pursuant to the Disbursement Agreement; 


        (13) Restricted
Payments consisting of transfers and other dispositions of Released Assets; 


        (14) pro rata dividends, distributions or payments to direct or indirect Equity Interest holders by a Person (excluding any
dividend, distribution or payment by a Person that is a Guarantor to a Person, other than an Issuer, that is not a Guarantor) payable: 



        (a)  to
Wynn Las Vegas or any of its Restricted Subsidiaries, 


        (b)  between
Wynn Resorts Holdings and Valvino Lamore, excluding a dividend or distribution of any or all of the Golf Course Land, unless such Golf Course Land is then a
Released Asset, 


        (c)  by
(x) any Restricted Entity or any Restricted Subsidiary of a Restricted Entity, that, in each case, is not a Guarantor to (y) any parent Restricted
Entity or any parent Restricted Subsidiary of a Restricted Entity that, in each case, is a Guarantor, or 


        (d)  by
any Wynn Group Entity to any Restricted Entity, 




        (15) until
the earlier of (i) 12 months following the acquisition of the Replacement Aircraft, and (ii) the sale by World Travel, LLC or the Aircraft
Trustee of the Existing Aircraft, the payment to Wynn Resorts of amounts necessary to pay interest then due and payable on the Replacement Aircraft Indebtedness in an aggregate amount not to exceed
$1.0 million; and 


        (16) Restricted
Payments not otherwise permitted by the foregoing clauses (1) through (15) in an aggregate amount of not more than $10.0 million. 




        (c)  The
amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the assets or securities proposed to be
transferred or issued to or by the applicable entity pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this Section 4.07
shall be determined in good faith by the applicable entity's Board of Directors whose resolution with respect thereto shall be delivered to the Trustee. At the same time as the delivery of the
financial information required to be delivered under Section 4.03(a) hereof, Wynn Las Vegas shall deliver to the Trustee an Officers' Certificate describing in reasonable detail all of the
Restricted Payments made during the period to which such financial information relates, stating that such Restricted Payments were permitted when made and setting forth the basis upon which the
calculations required by this Section 4.07 were computed. 


Section 4.08    Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries of Wynn Las
Vegas.    


        (a)  Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, create or permit
to exist or become effective 


56





 




any consensual encumbrance or restriction on the ability of any of Wynn Las Vegas' Restricted Subsidiaries to: 



        (1)  pay
dividends or make any other distributions on its Capital Stock to Wynn Las Vegas, or with respect to any other interest or participation in, or measured by, its
profits, or pay any indebtedness owed to Wynn Las Vegas; 


        (2)  make
loans or advances to Wynn Las Vegas or any of its Restricted Subsidiaries; or 


        (3)  transfer
any of its properties or assets to Wynn Las Vegas or any of its Restricted Subsidiaries. 




        (b)  The
restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: 



        (1)  the
Notes, this Indenture or the Collateral Documents; 


        (2)  applicable
law, including rules, regulations and orders issued by any Gaming Authority; 


        (3)  customary
non-assignment provisions in contracts, licenses or leases entered into in the ordinary course of business and consistent with practices that are
customary in the gaming, lodging or entertainment industry; 


        (4)  the
Credit Agreement and the FF&E Facility as in effect on the date of this Indenture and any other Indebtedness permitted to be incurred by this Indenture and any
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, so long as the applicable provisions of amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or agreements governing other Indebtedness are no more restrictive, taken as a whole, with respect
to such dividend and other payment restrictions than those contained in the Credit Agreement and the FF&E Facility, in each case as in effect on the date of this Indenture; 



        (5)  the
acquisition of the Capital Stock of any Person, or property or assets of any Person by Wynn Las Vegas or any of its Restricted Subsidiaries, if the encumbrances or
restrictions (i) existed at the time of the acquisition and were not incurred in contemplation thereof and (ii) are not applicable to and are not spread to cover any Person or the
property or assets of any Person other than the Person acquired or the property or assets of the Person acquired; 


        (6)  purchase
money obligations or Capital Lease Obligations for FF&E acquired under the FF&E Facility and other Indebtedness permitted under clause (7) of
Section 4.09(b) hereof that impose restrictions of the type described in clause (3) of Section 4.08(a) hereof on the FF&E so acquired; 



        (7)  any
agreement for the sale or other disposition of a Restricted Subsidiary permitted hereby that restricts distributions by that Restricted Subsidiary pending its sale
or other disposition; 


        (8)  Liens
permitted to be incurred under the provisions of Section 4.12 hereof, securing Indebtedness otherwise permitted to be incurred under Section 4.09(b)
hereof, that limit the right of the debtor to dispose of the assets subject to such Liens; or 


        (9)  customary
provisions with respect to the disposition or distribution of assets or property in partnership or joint venture agreements, asset sale agreements, stock sale
agreements and other similar agreements entered into in the ordinary course of business. 




Section 4.09    Incurrence of Indebtedness and Issuance of Preferred Equity.    


        (a)  Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, (i) create,
incur, issue, assume, guarantee or 


57





 




otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), or (ii) issue any Disqualified Stock or shares of preferred stock; provided, however, Wynn
Las Vegas and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt), if (i) the Opening Date has occurred and (ii) the Fixed Charge Coverage Ratio of Wynn Las
Vegas for Wynn Las Vegas' most recently ended four full fiscal quarters following the Opening Date for which internal financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred (the "Reference Period") would have been at least 2.0 to 1.0, determined on a pro forma basis, including a pro forma
application of the net proceeds from the Indebtedness, as if the additional Indebtedness had been incurred at the beginning of such four-quarter period. 


        (b)  The
provisions of Section 4.09(a) shall not prohibit the incurrence of any of the following items of Indebtedness so long as no Default or Event of Default has
occurred and is continuing or would result therefrom (collectively, "Permitted Debt"): 



        (1)  the
incurrence by Wynn Las Vegas and any of its Restricted Subsidiaries of Indebtedness under the Credit Agreement in an aggregate principal amount (with letters of
credit being deemed to have a principal amount equal to the sum of the face amount thereof and related unpaid reimbursement obligations) not to exceed an amount equal to (a) $1.0 billion  less
(b) the aggregate amount of all prepayments of principal Indebtedness that result in permanent reductions of the commitments under the
Credit Agreement; 


        (2)  the
incurrence by the Issuers, the Restricted Entities and their respective Restricted Subsidiaries of their respective obligations arising under the Notes, the Credit
Agreement, the FF&E Facility and, to the extent those obligations would represent Indebtedness, the Collateral Documents; 


        (3)  the
incurrence by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was
permitted by this Indenture to be incurred under this Section 4.09(a), under clauses (2) or (7) of this Section 4.09(b), or under this clause (3); 



        (4)  the
incurrence of intercompany Indebtedness (i) between or among Wynn Las Vegas and/or its Restricted Subsidiaries, (ii) between or among Valvino Lamore
and Wynn Resorts Holdings, (iii) between or among the Wynn Group Entities and (iv) the incurrence by the Restricted Entities or any of their respective Restricted Subsidiaries of
intercompany Indebtedness (to the extent that Wynn Las Vegas, any of its Restricted Subsidiaries, or, as the case may be, the applicable Restricted Entity, would be permitted to make loans giving rise
to, or otherwise hold, such Indebtedness as a Restricted Payment under Section 4.07 hereof) owing to Wynn Las Vegas or any of its Restricted Subsidiaries, so long as: 



        (a)  if
Wynn Las Vegas or any Guarantor is the obligor on the Indebtedness, the Indebtedness is expressly subordinated in right of payment to the prior payment in full in
cash of all Obligations with respect to the Notes, in the case of the Wynn Las Vegas, or its guarantee under the Guarantee and Collateral Agreement to which it is a party, in the case of a Guarantor;  provided, however, that no Indebtedness of Wynn Las Vegas or any Guarantor shall be deemed to be
contractually subordinated in right of payment to any other Indebtedness of Wynn Las Vegas or any such Guarantor solely by virtue of being unsecured; 



        (b)  (i) any
subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than a Guarantor or Wynn Las Vegas
or a Restricted Subsidiary thereof, and (ii) any sale or other transfer of any such Indebtedness to a Person that is neither Wynn Las Vegas nor a Restricted Subsidiary thereof nor any Guarantor 




58





 






shall be deemed, in each case, to constitute an incurrence of such Indebtedness by Wynn Las Vegas, such Restricted Entity or such Restricted Subsidiary, as the case may be, that was not permitted by
this clause (4); and 


        (c)  in
the case of any Indebtedness incurred pursuant to clause (iv) above, such Indebtedness is permitted to be incurred as a Restricted Payment under
Section 4.07 hereof, and, for purposes of Section 4.07 hereof, the obligee or payee on such Indebtedness shall be deemed to have a Restricted Payment on the date on which such
Indebtedness is incurred in an amount equal to the principal amount of the Indebtedness incurred on such date (or, if less, the principal amount of such Indebtedness from time to time outstanding); 




        (5)  the
incurrence by Wynn Las Vegas, the Restricted Entities or any of their respective Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of
fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this Indenture to be outstanding; 


        (6)  the
incurrence by Wynn Las Vegas, the Restricted Entities or any of their respective Restricted Subsidiaries of Indebtedness solely in respect of performance, surety,
appeal or similar bonds or standby letters of credit, so long as the aggregate amount of all such bonds and standby letters of credit is not greater than $20.0 million at any time outstanding; 



        (7)  the
incurrence by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries of FF&E Financing or Indebtedness represented by Capital Lease
Obligations, mortgage financings or purchase money obligations, including the FF&E Facility in each case, incurred for the purpose of financing all or part of the purchase price or cost of
construction or improvement of property, plant or equipment used in the Project by Wynn Las Vegas or any of its Restricted Subsidiaries, so long as: 



        (a)  the
principal amount of such Indebtedness does not exceed the cost (including sales and excise taxes, installation and delivery charges and other direct costs of, and
other direct expenses paid or charged in connection with, such purchase) of the FF&E or other assets purchased or leased with the proceeds thereof, 


        (b)  unless
such Indebtedness is unsecured or is incurred under the FF&E Facility, as in effect of the date of this Indenture, not less than 70% of the aggregate fair market
value of the purchase or lease costs of such FF&E or other assets is paid with the proceeds of Indebtedness incurred under this clause (7), and 


        (c)  the
aggregate principal amount of such Indebtedness, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (7), does not exceed an amount outstanding at any time equal to the greater of: 



        (1)  $188.5 million
(or $198.5 million from and after the Aircraft Refinancing Date, so long as such additional $10.0 million of Indebtedness is used
solely to repay Replacement Aircraft Indebtedness) less (i) the aggregate amount of all prepayments of principal made under the FF&E Facility,  less (ii) permanent commitment reductions under the FF&E Facility resulting from the application of Asset Sale or Event of Loss proceeds, and 



        (2)  $100.0 million, 





        (8)  (i) the
Guarantee by Wynn Las Vegas, any Restricted Entity or any of their Restricted Subsidiaries of Indebtedness of any other of Wynn Las Vegas and any of its
Restricted Subsidiaries, (ii) the Guarantee by Valvino Lamore or Wynn Resorts Holdings of Indebtedness of Wynn Resorts Holdings or Valvino Lamore or Wynn Las Vegas or any of its Restricted 



59





 


Subsidiaries, as the case may be, or (iii) the Guarantee by any Wynn Group Entity of Indebtedness of Wynn Las Vegas, any Restricted Entity, and any of their respective Restricted Subsidiaries,
in each case, to the extent the Indebtedness to be Guaranteed is permitted to be incurred by such other entity by another provision of this Section 4.09; 


        (9)  the
incurrence by Wynn Las Vegas or any of its Restricted Subsidiaries of Indebtedness in connection with the repurchase, redemption or other acquisition or retirement
for value of Equity Interests of Wynn Resorts or any Restricted Entity permitted pursuant to clause (6) of Section 4.07(b) hereof; 



        (10) the
incurrence or issuance by Wynn Las Vegas' Unrestricted Subsidiaries of Nonrecourse Debt; provided,  however, that if any such Indebtedness ceases to be
Non-Recourse Debt of an Unrestricted Subsidiary (but continues to be Indebtedness of a
Subsidiary of Wynn Las Vegas), such event shall be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of Wynn Las Vegas that was not permitted by this clause (10); 


        (11) the
incurrence by Wynn Las Vegas or any of its Restricted Subsidiaries of additional Indebtedness (so long as such Indebtedness is incurred under the Credit Agreement
or through the issuance of Additional Notes under this Indenture, or is unsecured Indebtedness) to be used to develop and construct an Entertainment Facility on land included in the Project (other
than the Golf Course Land) in an aggregate principal amount (or original accreted value, as applicable) at any time not to exceed the lesser of (a) $50.0 million and (b) 200% of
the Net New Equity Proceeds received by Wynn Las Vegas or any of its Restricted Subsidiaries since the date of this Indenture and used to develop and construct such Entertainment Facility,  excluding any
Net New Equity Proceeds to the extent those proceeds are: 



        (a)  utilized
as a basis for incurring Indebtedness pursuant to clause (12) below, 


        (b)  used
to make Restricted Payments under clause (4)(B) of Section 4.07(a) hereof, or clause (2) or (3) of Section 4.07(b) hereof, or 


        (c)  used
to make Permitted Investments of the type permitted by clause (5) of the definition of Permitted Investments; 




        (12) the
incurrence by Wynn Las Vegas or any of its Restricted Subsidiaries of additional Indebtedness (so long as such Indebtedness is incurred under the Credit Agreement
or the FF&E Facility or through the issuance of Additional Notes under this Indenture, or is unsecured Indebtedness) in an aggregate
principal amount (or initial accreted value, as applicable) at any time outstanding incurred pursuant to this clause (12), not to exceed $50.0 million, so long as Indebtedness incurred
pursuant to this clause (12) prior to the Completion Date is matched dollar for dollar, by additional Net New Equity Proceeds received by Wynn Las Vegas or any of its Restricted Subsidiaries
since the date of this Indenture, excluding any Net New Equity Proceeds to the extent those proceeds are: 



        (a)  utilized
as a basis for incurring Indebtedness pursuant to clause (11) above, 


        (b)  used
to make Restricted Payments under clause 4(B) of the Section 4.07(a) hereof, or clause (2) or (3) of Section 4.07(b) hereof, or 


        (c)  used
to make Permitted Investments of the type permitted by clause (5) of the definition of Permitted Investments; 




        (13) the
accretion or amortization of original issue discount and the write-up of Indebtedness in accordance with GAAP purchase accounting; and 



        (14) the
incurrence by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries on or prior to the Final Completion Date of Indebtedness
represented by 



60





 





performance bonds, guaranties, trade letters of credit, bankers' acceptances or similar instruments issued by Person other than Wynn Resorts, any Restricted Entity or any of their respective
Restricted Subsidiaries for the benefit of a trade creditor of any such Person, in an aggregate amount not to exceed $10.0 million at any time outstanding so long as: 



        (a)  such
Indebtedness is incurred in the ordinary course of business; and 


        (b)  the
obligations of Wynn Las Vegas, any Restricted Entity or the applicable Restricted Subsidiary, as the case may be, supported by such performance bonds, guaranties,
trade letters of credit, bankers' acceptances or similar instruments (1) consist solely of payment obligations with respect to costs incurred in accordance with the Project Budget which would
otherwise be permitted to be paid by the applicable entity pursuant to the Disbursement Agreement, (2) are secured, and (3) are secured solely by Liens permitted by clause (22) of
the definition of "Permitted Liens." 





        (c)  Neither
Wynn Las Vegas nor any Guarantor shall incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other
Indebtedness of Wynn Las Vegas or
such Guarantor unless such Indebtedness is also contractually subordinated (except for the priority of Permitted Liens and except as otherwise contemplated by the Intercreditor Agreements) in right of
payment to the Notes, in the case of Wynn Las Vegas, or the Note Guarantee contained in its Guarantee and Collateral Agreement, in the case of a Guarantor on substantially identical terms. No
Indebtedness of Wynn Las Vegas or any Guarantor shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of Wynn Las Vegas or any such Guarantor solely by virtue
of being unsecured. 


        (d)  For
purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in (1) through (14) of Section 4.09(b) hereof, or is entitled to be incurred pursuant to Section 4.09(a), the Issuers shall be
permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this
Section 4.09. 


Section 4.10    Asset Sales.    


        Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, consummate an Asset Sale unless: 


        (a)  no
Default or Event of Default exists or is continuing immediately prior to or after giving effect to such Asset Sale; 


        (b)  except
with respect to Non-Project Assets, the Opening Date has occurred; 


        (c)  the
applicable entity receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or
otherwise disposed of (it being understood that a percentage of the purchase price may be subject to escrow arrangements customary for asset sales); 


        (d)  if
the aggregate consideration to be received by the applicable entity is in excess of $10.0 million, the fair market value is evidenced by a certificate of the
Chief Financial Officer of the applicable entity delivered to the Trustee; and 


        (e)  at
least 75% (or 95%, in the case of any Asset Sale that occurs on or before the Completion Date) of the consideration received in the Asset Sale by the applicable
entity is in the form of cash or Cash Equivalents. 


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        For
purposes of this Section 4.10, each of the following shall be deemed to be cash: 



        (1)  any
liabilities, as shown on such entity's most recent consolidated balance sheet, of such entity (other than contingent liabilities and liabilities that are by their
terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases such entity from further
liability; and 


        (2)  any
securities, notes or other obligations received by such entity from such transferee that are converted within 30 Business Days following such receipt by such entity
into cash to the extent of the cash received in that conversion. 




        After
the receipt of any Net Proceeds from an Asset Sale by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries, the applicable entity: 



        (1)  within
270 days (or within 90 days, in the case of any Asset Sale that occurs on or before the Completion Date) after receipt of such Net Proceeds, may
apply the Net Proceeds to repay secured unsubordinated Indebtedness of Wynn Las Vegas or any of its Restricted Subsidiaries and, if the Indebtedness repaid is revolving credit Indebtedness, to
correspondingly permanently reduce the commitments with respect to such Indebtedness, or 


        (2)  within
270 days (or within 90 days, in the case of any Asset Sale that occurs on or before the Completion Date) after receipt of such Net Proceeds, may
apply any Net Proceeds to make a capital expenditure, improve real property or acquire long-term assets that are used or useful in a line of business permitted by Section 4.13
hereof. 




        In
any such case, the Restricted Entities shall take all necessary action to ensure that the security interest of the Trustee, on behalf of the Holders, continues as a perfected security
interest (subject only to the security interest securing the Credit Agreement and other Permitted Liens and the terms of the Intercreditor Agreements) on any property or assets acquired or constructed
with the Net Proceeds of any Asset Sale on the terms set forth in this Indenture, the Intercreditor Agreements and the other Collateral Documents. Pending the final application of any Net Proceeds,
the applicable entity may (1) apply the Net Proceeds to temporarily reduce amounts outstanding under any secured unsubordinated Indebtedness of Wynn Las Vegas or any of its Restricted
Subsidiaries, or (2) invest the Net Proceeds in Cash Equivalents which shall be subject to a perfected security interest (subject only to
the security interest securing the Credit Agreement and other Permitted Liens and the terms of the Intercreditor Agreements) in favor of the Trustee as security for the Notes. 


        Any
Net Proceeds from Asset Sales that are not applied to repay Indebtedness or invested, in each case as provided in the immediately preceding paragraph, shall constitute
"Excess Proceeds." Within 10 days following the date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, Wynn Las
Vegas shall make an offer (an "Asset Sale Offer") to all Holders to purchase the maximum principal amount of Notes that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest to the date of purchase, and shall
be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the applicable entity may use those Excess Proceeds for any general corporate purpose not prohibited by
this Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to
be purchased as described in Section 3.02 hereof. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 



        The
Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.10 or 4.10 of 


62





 




this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under those provisions of this Indenture by
virtue of such conflict. 


Section 4.11    Transactions with Affiliates.    


        (a)  Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless: 



        (1)  the
Affiliate Transaction is on terms that are no less favorable to the relevant entity than those that would have been obtained in a comparable transaction by such
entity with an unrelated Person; and 


        (2)  Wynn
Las Vegas or the applicable Restricted Entity or Restricted Subsidiary, as the case may be delivers to the Trustee: 



        (A)  with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of
the Board of Directors of the applicable entity set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate
Transaction has been approved by a majority of the Independent Directors of the applicable entity; 


        (B)  with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million (or
$25.0 million, with respect to Qualified Intercompany Agreements), an opinion as to the fairness to the applicable entity of such Affiliate Transaction from a financial point of view issued by
an accounting, appraisal or investment banking firm of national standing prior to the consummation of such Affiliate Transaction; and 


        (C)  in
the case of any Affiliate Transaction involving the use of the Existing Aircraft or the Replacement Aircraft (in each case, if such aircraft is owned by Wynn Las
Vegas, any Restricted Entity or any Restricted Subsidiary) for any purpose not reasonably related to the Project or the Permitted Businesses of Wynn Las Vegas or the applicable Restricted Entity or
Restricted Subsidiary relating to or in connection with the Project, Wynn Las Vegas or the applicable Restricted Entity or Restricted Subsidiary, as the case may be, is reimbursed promptly for actual
costs and expenses incurred by such Person in connection with such use. 





        (b)  The
following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of Section 4.11(a): 



        (1)  the
Wynn Employment Agreement or any other employment agreement entered into by Wynn Las Vegas, any Restricted Entity or any of their Restricted Subsidiaries with any
Person (other than the Principal) in the ordinary course of business on terms customary in the applicable Permitted Business in which it operates; 



        (2)  the
payment of reasonable directors' fees to directors of Wynn Resorts, Wynn Capital or any Guarantor, and customary indemnification and insurance arrangements in favor
of such directors, in each case in the ordinary course of business; 


        (3)  transactions:




        (A)  between
or among Wynn Las Vegas and/or its Restricted Subsidiaries, 




63





 


        (B)  between
Valvino Lamore and Wynn Resorts Holdings, other than any transaction involving a transfer of any or all of the Golf Course Land to Valvino Lamore, unless such
Golf Course Land is then a Released Asset, or 


        (C)  between
or among any of the Wynn Group Entities, or by any Wynn Group Entity as a contribution to Wynn Las Vegas, any Restricted Entity or any of their Restricted
Subsidiaries; 




        (4)  the
Water Rights Transfer; 


        (5)  Restricted
Payments that are permitted by Section 4.07 hereof; 


        (6)  subleases
by Wynn Las Vegas to one or more of its Affiliates of space at the building located on the Phase II Land at below market rent, to the extent permitted under
the Collateral Documents; 


        (7)  leases
by Wynn Las Vegas to one or more of its Affiliates of space at the Project, at below market rent, for the development and operation of a Ferrari and Maserati
automobile dealership pursuant to the Dealership Lease Agreement, to the extent permitted under the Collateral Documents; and 



        (8)  the
Affiliate Agreements, in each case as in effect on the date of this Indenture or as amended, modified or supplemented as permitted under Section 4.28 hereof. 




Section 4.12    Liens.    


        Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any
Lien of any kind on any asset now owned or hereafter acquired, or any proceeds, income or profits therefrom or assign or convey any right to receive income therefrom, except Permitted Liens. 



Section 4.13    Line of Business.    


        Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, engage in any business or investment activities other than
the Permitted Business. Wynn Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Subsidiaries to, conduct a Permitted Business in any gaming jurisdiction in
which such entity is not licensed on the date of this Indenture if the Holders of the Notes would be required to be licensed as a result thereof;  provided that this sentence shall not prohibit any
entity from conducting a Permitted Business in any jurisdiction that does not require the licensing
or qualification of all the Holders of Notes, but reserves the discretionary right to require the licensing or qualification of any Holders of Notes. 


Section 4.14    Corporate and Organizational Existence.    


        Subject
to Article 5 hereof, each of the Issuers and the Restricted Entities shall, and shall cause each of their respective Restricted Subsidiaries to, do or cause to be done all
things necessary to preserve and keep in full force and effect: 



        (a)  its
corporate or limited liability company existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with their respective
organizational documents (as the same may be amended from time to time); and 


64









   
        (b)  the rights (charter and statutory), licenses and franchises of the Issuers, the Restricted Entities and their respective Subsidiaries; provided,
however, that the Issuers and the Restricted Entities shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence
of any of their respective Subsidiaries (other than the Issuers), if the Board of Directors of Wynn Las Vegas or the applicable Restricted Entity shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Restricted Entities and their respective Restricted Subsidiaries, taken as a whole, and Wynn Las Vegas and its Restricted Subsidiaries, taken as
a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes. 


Section 4.15    Offer to Purchase Upon Change of Control.    


        (a)  Upon
the occurrence of a Change of Control, the Issuers shall make an offer (a "Change of Control Offer") to each Holder
to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest on the Notes purchased, if any, to the date of repurchase (the "Change of Control Payment"). Within ten days following any Change of
Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: 



        (1)  that
the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered shall be accepted for payment; 


        (2)  the
purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the
"Change of Control Payment Date"); 


        (3)  that
any Note not tendered shall continue to accrue interest; 


        (4)  that,
unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest after the Change of Control Payment Date; 


        (5)  that
Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the
Change of Control Payment Date; 


        (6)  that
Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that
such Holder is withdrawing his election to have the Notes purchased; and 


        (7)  that
Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 




        The
Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws
and regulations are applicable in connection with the purchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with
the provisions of Sections 3.10 or 4.15 of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under
Section 3.10 or this Section 4.15 by virtue of such conflict. 


65





 

        (b)  On
the Change of Control Payment Date, the Issuers shall, to the extent lawful: 



        (1)  accept
for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; 


        (2)  prior
to 11:00 a.m. (New York City time) on such date, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or
portions of Notes properly tendered; and 


        (3)  deliver
or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions
of Notes being purchased by the Issuers. 




        The
Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or
cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any;  provided that each new Note shall be in a
principal amount of $1,000 or an integral multiple thereof. The Issuers shall publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 



        (c)  Notwithstanding
anything to the contrary in this Section 4.15, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control if a
third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.10 hereof and
purchases all Notes validly tendered and not withdrawn under the Change of Control Offer. 


Section 4.16    Events of Loss    


        After
any Event of Loss of Collateral comprising the Project occurring after the Final Completion Date in an amount of up to $500.0 million (measured as the greater of the fair
market value or the replacement cost of the Collateral subject to such Event of Loss), Wynn Las Vegas, the applicable Restricted Entity or the applicable Restricted Subsidiary, as the case may be, may
apply the Net Loss Proceeds from the Event of Loss to the rebuilding, repair, replacement or construction of improvements to the Project, with no obligation to make any purchase of any Notes;  provided
that, in the case of any such Collateral with a fair market value (or replacement cost, if higher) in excess of $15.0 million but less
than or equal to $500.0 million: 


        (a)  Wynn
Las Vegas delivers to the Trustee within 60 days of the Event of Loss a written opinion from a reputable contractor that the Minimum Facilities can be
rebuilt, repaired, replaced or constructed and operating within 365 days following the Event of Loss; 


        (b)  Wynn
Las Vegas delivers to the Trustee within 60 days of the Event of Loss an Officers' Certificate certifying that the applicable entity has available from Net
Loss Proceeds, cash on hand or available borrowings under Indebtedness permitted to be incurred under Section 4.09 hereof to complete the rebuilding, repair, replacement or construction
described in clause (a) above and, together with any anticipated revenues projected to be generated during the repair or restoration period, to pay debt service on its Indebtedness during the
repair or restoration period; and 


        (c)  the
damaged Collateral is rebuilt, repaired, replaced or constructed and operating in substantially the manner that it was operating immediately prior to the Event of
Loss within 365 days following the Event of Loss. 


        Notwithstanding
the foregoing provisions of this Section 4.16, if the damaged Collateral is not necessary for and is not used in the operation of the Permitted Business of the
Project, the applicable entity may apply the Net Loss Proceeds to make a capital expenditure, improve real property or acquire long-term assets that are used or useful in a line of
business permitted by Section 4.13 hereof. 


66





 

        The
ability of Wynn Las Vegas, any Restricted Entities or any of their Restricted Subsidiaries to repair or restore any of the Collateral following an Event of Loss that occurs on or
prior to the Final Completion Date shall be governed by the Disbursement Agreement. 


        Any
Net Loss Proceeds that are not (1) permitted to be used to repair or restore the Collateral pursuant to the Disbursement Agreement, (2) reinvested as  provided in the first sentence of this
Section 4.16 or (3) permitted to be reinvested because those Net Loss Proceeds exceed
$500.0 million, in each case, shall be deemed "Excess Loss Proceeds." Within 10 days following the date on which the aggregate amount of Excess Loss Proceeds exceeds
$10.0 million, Wynn Las Vegas shall make an offer (an "Event of Loss Offer") to all Holders to purchase the maximum principal amount of Notes
that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer shall be 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest
to the date of purchase and shall be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the applicable entity may use such Excess Loss Proceeds for any
general corporate purpose not prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered in such Event of Loss Offer exceeds the Excess Loss
Proceeds, the Trustee shall select the Notes to be purchased as described in Section 3.02 hereof. Upon completion of each Event of Loss Offer, the amount of Excess Loss Proceeds shall be reset
at zero. 


        Pending
their application, all Excess Loss Proceeds shall either be (1) applied to temporarily reduce amounts outstanding under the Credit Agreement, or (2) invested in
Cash Equivalents held in an account in which the Trustee has a perfected security interest for the benefit of the Holders, subject only to Permitted Liens and the terms of the Intercreditor
Agreements; provided that such funds and securities shall be released to Wynn Las Vegas or the applicable Restricted Entity or Restricted Subsidiary, as
the case may be, to pay for or reimburse such Person for either (1) the actual cost of a permitted use of Excess Loss Proceeds as provided in this Section 4.16, or (2) the Event
of Loss Offer, pursuant to the terms of the Collateral Documents. Wynn Las Vegas or the applicable Restricted Entity or Restricted Subsidiary, as the case may be, shall grant to the Trustee, for the
benefit of the Holders, a security interest, subject only to Permitted Liens and the terms of the Intercreditor Agreements, on any property or assets rebuilt, repaired, replaced or constructed with
such Excess Loss Proceeds on the terms set forth in this Indenture and the Collateral Documents. 


        In
the event of an Event of Loss pursuant to clause (3) of the definition of "Event of Loss" with respect to property or assets that have a fair market value (or replacement cost,
if greater) in excess of
$10.0 million, Wynn Las Vegas or the applicable Restricted Entity or Restricted Subsidiary, as the case may be, shall be required to receive consideration: 


        (a)  at
least equal to the fair market value (evidenced by a resolution of the applicable entity's Board of Directors set forth in an Officers' Certificate delivered to the
Trustee) of the property or assets subject to the Event of Loss; and 


        (b)  at
least 90% of which is in the form of cash or Cash Equivalents. 


        The
Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with each repurchase of Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.10 or 4.16 of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under
those provisions of this Indenture by virtue of such conflict. 


Section 4.17    Designation of Restricted and Unrestricted Subsidiaries    



        The
Board of Directors of Wynn Las Vegas may designate any Restricted Subsidiary, other than Wynn Capital, to be an Unrestricted Subsidiary of Wynn Las Vegas if that designation would
not cause 


67





 




a Default or an Event of Default. If a Restricted Subsidiary of Wynn Las Vegas is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by
Wynn Las Vegas and its Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to be an Investment made in an Unrestricted Subsidiary as of the time of the designation and shall
reduce the amount available for Restricted Payments under Section 4.07 hereof or Permitted Investments, as determined by Wynn Las Vegas. That designation shall only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary of Wynn Las Vegas otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of Wynn Las Vegas may
redesignate any Unrestricted Subsidiary of Wynn Las Vegas to be a Restricted Subsidiary of Wynn Las Vegas if the redesignation would not cause a Default or an Event of Default. None of the Restricted
Entities and their Subsidiaries (other than Wynn Las Vegas and its Subsidiaries and Desert Inn Water Company) may have Unrestricted Subsidiaries. 


Section 4.18    Construction.    



        Wynn
Las Vegas and the Restricted Entities shall, and shall cause each of their respective Restricted Subsidiaries to, construct the Project, including the furnishing, fixturing and
equipping of the Project, with diligence and continuity in a good and workmanlike manner substantially in accordance with the Plans and Specifications. 


Section 4.19    Limitations on Use of Proceeds.    


        Wynn
Las Vegas shall deposit all of the net proceeds of the offering of the Notes (other than any Additional Notes) into the Secured Account. The funds in the Secured Account shall be
invested solely in Permitted Securities. All funds in the Secured Account shall be disbursed only in accordance with the Secured Account Agreement and the Disbursement Agreement. 


Section 4.20    Limitation on Status as Investment Company.    


        The
Issuers and Guarantors shall not be or become required to register as an "investment company" (as that term is defined in the Investment Company Act of 1940, as amended), or
otherwise become subject to regulation under the Investment Company Act of 1940. 


Section 4.21    Limitation on Sale and Leaseback Transactions.    



        Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, enter into any sale and leaseback transaction (except with
respect to the FF&E Collateral or the Aircraft Assets so long as, and to the extent that, such FF&E Collateral or Aircraft Assets, as the case may be, are not Collateral), unless: 


        (a)  Wynn
Las Vegas could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed
Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure Indebtedness in an amount equal to the Attributable Debt pursuant to Section 4.12 hereof; 



        (b)  the
gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors of Wynn
Las Vegas, that Restricted Entity or that Restricted Subsidiary, as the case may be, and set forth in an Officers' Certificate delivered to the Trustee, of the property that is the subject of such
sale and leaseback transaction; and 


        (c)  the
transfer of assets in such sale and leaseback transaction is permitted by, and Wynn Las Vegas, such Restricted Entity or such Restricted Subsidiary applies the
proceeds of such transaction in compliance with Section 4.10 hereof. 


68





 



Section 4.22    Limitation on Development of Phase II Land.    


        (a)  Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Subsidiaries to, at any time prior to the date on which the security
interests in the Phase II Land are released in accordance with Section 10.03(e) hereof. 



        (1)  develop
or improve in any material respect or at any material cost the Phase II Land or construct any improvements or any building on the Phase II Land, including any
excavation or site work on the Phase II Land, 


        (2)  enter
into any contract or agreement for such construction, development or improvement, or for any materials, supplies or labor necessary in connection with such
construction, development or improvement (other than a contract or agreement that is conditional upon the release of the Holders' security interests in the Phase II Land), or 



        (3)  incur
any Indebtedness, the proceeds of which are expected to be used, or are used, for the construction, development or improvement of the Phase II Land or any building
on the Phase II Land. 




        (b)  Notwithstanding
anything herein or in Section 4.22(a) hereof, Wynn Las Vegas, the Restricted Entities and their respective Subsidiaries may: 



        (1)  excavate,
refurbish, improve or otherwise develop the Phase II Land as contemplated in the Plans and Specifications and the Project Budget, 


        (2)  maintain
and repair the Phase II Land and the improvements thereon, 


        (3)  remodel
or reconfigure the improvements on the Phase II Land to provide for an employment center, office space and associated amenities, gallery space or design support
for the Project, 


        (4)  use
or operate the Phase II Land, including the improvements thereon, for the temporary operation of a full-service Ferrari and Maserati automobile
dealership, 


        (5)  design,
develop, construct, own and operate the Entertainment Facility and associated amenities on the Phase II Land, 


        (6)  in
the event of loss or damage to the Phase II Land or the improvements thereon, rebuild or repair the Phase II Land and the improvements thereon to the extent permitted
by Section 4.16 hereof, or 


        (7)  undertake
Government Transfers and have Permitted Liens of the type described in clause (12) of the definition of Permitted Liens. 




Section 4.23    Limitation on Development of Golf Course Land    


        (a)  Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Subsidiaries to, at any time prior to the date on which the security
interests in all of the Golf Course Land are released in accordance with Section 10.03(b) hereof: 



        (1)  develop
or improve in any material respect or at any material cost the Golf Course Land or construct any improvements or any building on the Golf Course Land, including
any excavation or site work on the Golf Course Land, 


        (2)  enter
into any contract or agreement for such construction, development or improvement or for any materials, supplies or labor necessary in connection with such
construction, development or improvement (other than a contract or agreement that is conditional upon the release of the Holders' security interests in the Golf Course Land), or 



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        (3)  incur
any Indebtedness, the proceeds of which are expected to be used, or are used, for the construction, development or improvement of the Golf Course Land. 




        (b)  Notwithstanding
anything herein or in Section 4.23(a), Wynn Las Vegas, the Restricted Entities and their respective Restricted Subsidiaries may: 



        (1)  develop
and construct the Golf Course as contemplated by the Golf Course Lease and the Plans and Specifications prior to the Final Completion Date, 


        (2)  maintain
or repair the Golf Course on the Golf Course Land, 


        (3)  make
improvements to the Golf Course that enhance its use as a golf course for the benefit of the Project, 


        (4)  reconfigure
certain portions of the Golf Course in connection with the release of the Home Site Land in accordance with the provisions of Sections 10.03(b), 10.03(c),
10.03(d) and 10.03(e) hereof, 


        (5)  in
the event of loss or damage to the Phase II Land or the improvements thereon, rebuild or repair the Phase II Land and the improvements thereon to the extent permitted
by the provisions of Section 4.16 hereof, 


        (6)  construct,
develop or improve the Golf Course Land for the purpose of constructing the Project as contemplated by the Plans and Specifications or the Disbursement
Agreement, 



        (7)  undertake
Government Transfers, and 


        (8)  have
Permitted Liens of the type described in clause (12) of the definition of Permitted Liens. 




Section 4.24    Restrictions on Payments of Management Fees.    


        Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly (subject to the provisions of the
Management Fees Subordination Agreement): 


        (a)  pay
Management Fees: 



        (1)  to
the extent such payment would cause the Consolidated Leverage Ratio of the Issuers and their Restricted Subsidiaries for the most recently ended four full fiscal
quarters of Wynn Las Vegas for which internal financial statements are available immediately preceding the date on which such Management Fee is proposed to be paid to be greater than 3.5 to 1.0
(calculated on a pro forma basis, giving effect to the payment of the Management Fees proposed to be paid and any indebtedness proposed to be incurred to finance the payment of such Management Fees);
or 


        (2)  if
at the time of payment of such Management Fees, a Default or an Event of Default has occurred and is continuing or shall occur as a result thereof; or 




        (b)  prepay
any Management Fees. 


        Any
Management Fees not permitted to be paid during a particular 12-month period pursuant to this Section 4.24 shall be deferred and shall accrue. Such accrued and
unpaid Management Fees may be paid in any subsequent 12-month period to the extent such payment would be permitted under this Section 4.24 and the Management Fees Subordination
Agreement. 


Section 4.25    Advances to Guarantors.    



        All
advances to Guarantors made by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries after the date of this Indenture shall be unsecured, shall be
evidenced by intercompany notes substantially in the form of Exhibit F hereto and shall be pledged pursuant to 


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the Collateral Documents. Each intercompany note shall be payable upon demand and shall bear interest at then current fair market interests rates. 



Section 4.26    Limitation on Issuances and Sales of Equity Interests in Wholly Owned Subsidiaries.    


        The
Restricted Entities shall cause each of their respective Restricted Subsidiaries to be Wholly Owned Subsidiaries of the Restricted Entities. The Issuers shall cause each of their
respective Restricted Subsidiaries to be Wholly Owned Subsidiaries of the Issuers. 


        Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, transfer, convey, sell, lease or otherwise dispose of any
Equity Interests in any of their respective Wholly Owned Restricted Subsidiaries or any Restricted Entity to any Person (other than Wynn Las Vegas, a Restricted Entity, or any of Wynn Las Vegas' or
any Restricted Entity's Wholly Owned Subsidiaries that is a Guarantor), unless: 


        (a)  such
transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such entity; and 


        (b)  the
cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10 hereof. 


        In
addition, Wynn Las Vegas and the Restricted Entities (other than Valvino Lamore) shall not, and shall not permit any of their respective Restricted Subsidiaries to, issue any of their
respective Equity Interests (other than, if necessary, shares of their respective Capital Stock constituting directors' qualifying shares) to any Person other than to Wynn Las Vegas, a Restricted
Entity or any of their respective Wholly Owned Restricted Subsidiaries that is a Guarantor. 


Section 4.27    Limitation on Issuances of Guarantees of, or Security Interests to Secure, Indebtedness.    


        Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, Guarantee or pledge any assets to
secure the payment and/or performance of any Indebtedness of Wynn Resorts unless (1) such Guarantee or pledge is otherwise permitted under Sections 4.09 and 4.12 hereof and (2) each
applicable entity simultaneously executes and delivers: 


        (a)  to
the extent not previously provided, a Note Guarantee (in substantially the form of the guarantee provisions contained in the Guarantee and Collateral Agreements) of
the payment of the Notes by such entity, which Note Guarantee shall be senior to or pari passu with such entity's Guarantee of such other Indebtedness;
and 


        (b)  such
Collateral Documents, if any, as shall be necessary to grant a security interest securing the Notes in favor of the Trustee in the assets in which such entity has
granted a security interest to secure the payment and/or performance of such other Indebtedness, which security interest shall be senior to or pari
passu with the security interest granted by such entity to secure such other Indebtedness. 


        Notwithstanding
the foregoing provisions of this Section 4.27, any such Note Guarantee shall provide by its terms that it shall be automatically and unconditionally released and
discharged in accordance with Section 11.05 hereof. 


Section 4.28    Amendments to Certain Agreements.    



        (a)  On
or prior to the Final Completion Date, except as contemplated by the Disbursement Agreement, Wynn Las Vegas and the Restricted Entities shall not, and shall not
permit any of their respective Restricted Subsidiaries to, amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, or otherwise fail to
enforce, or terminate or abandon, any of the provisions of any Affiliate Agreement, the Construction Contract, the Construction 


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Contract Guarantee, the Design/Build Contract, the Golf Course Construction Contract, the Golf Course Design Services Agreement or any Payment and Performance Bond, in each case if such amendment,
modification, waiver or other change, failure to enforce, termination or abandonment (individually or collectively with all such amendments, modifications, waivers and other changes, failures to
enforce, terminations or abandonments taken as a whole) would (1) have a material adverse affect on the ability of Wynn Las Vegas, any Restricted Entity or any of their respective Restricted
Subsidiaries to develop, construct or operate the Project or (2) cause the Completion Date to occur or result in that date occurring after the Outside Completion Deadline. 



        (b)  Following
the Final Completion Date, Wynn Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to,
amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, or otherwise fail to enforce, or terminate or abandon, any of the provisions of
any Affiliate Agreement if such amendment, modification, waiver or other change, failure to enforce, termination or abandonment (individually or collectively with all such amendments, modifications,
waivers and other changes, failures to enforce, terminations or abandonments taken as a whole) would: 



        (1)  increase
the amounts payable to Persons other than Wynn Las Vegas and its Restricted Subsidiaries thereunder by Wynn Las Vegas, any Restricted Entity or any of their
respective Restricted Subsidiaries, 


        (2)  change
the dates on which such amounts are to be paid to dates earlier than those set forth in such agreement, as in effect on the date of this Indenture, 


        (3)  reduce
the services provided thereunder to Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries unless accompanied by a corresponding
decrease in the amounts payable by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries thereunder, 



        (4)  materially
impair the rights or remedies of the Holders of the Notes thereunder or under this Indenture or the Collateral Documents, or 


        (5)  materially
impair the development, use or operation of the Project. 




Section 4.29    Amendments to Limited Liability Company Agreements and Charter Documents.    



        Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to: 


        (a)  dissolve, 


        (b)  with
respect to any entity that is a limited liability company, amend, modify or otherwise change, its limited liability company agreement or other charter documents, or
otherwise permit any such agreement or document, to provide that the death, retirement, resignation, expulsion, bankruptcy, dissolution or dissociation of a member of that limited liability company or
any other event affecting a member of that limited liability company either terminates the status of that Person as a member of the limited liability company or causes the limited liability company to
be dissolved or its affairs wound up, or 


        (c)  amend,
modify or otherwise change the provisions of Article VII of its limited liability company agreement relating to conduct, or any comparable provisions
contained in its other charter documents, or fail to include provisions corresponding to those contained in Article VII of the limited liability company agreement of Valvino Lamore, as in
effect on the date of this Indenture, in the limited liability company agreement or other applicable charter documents of any future Restricted Subsidiary. 


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Section 4.30    Insurance.    


        Wynn
Las Vegas and the Restricted Entities shall, and shall cause their respective Restricted Subsidiaries to, maintain insurance with reputable and financially sound carriers against
such risks and in such amounts as are customarily carried by similarly situated businesses, including, without limitation, property and casualty insurance, so long as such insurance coverage
(including deductibles,
retentions and self-insurance amounts) at all times complies with the insurance coverage required under the Disbursement Agreement. 


Section 4.31    Additional Collateral; Formation or Acquisition of Restricted Subsidiaries, Designation of Unrestricted Subsidiaries as
Restricted Subsidiaries or Permitted C-Corp. Conversion.    


        Concurrently
with (1) the formation or acquisition of any Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity that, in either case, becomes or is required under the
Credit Agreement to become a Guarantor of any of the obligations under the Credit Agreement, (2) the designation of an Unrestricted Subsidiary of Wynn Las Vegas as a Restricted Subsidiary, or
(3) the reorganization by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries as a subchapter "C" corporation in a Permitted C-Corp. Conversion,
Wynn Las Vegas and the Restricted Entities shall, to the extent not prohibited by Gaming Authorities or applicable Gaming Laws and subject to the Intercreditor Agreements: 



(a)    (1)    cause
such Restricted Subsidiary or subchapter "C" corporation (if such subchapter "C" corporation is not an Issuer) to guarantee all obligations of the Issuers under
this Indenture and the Notes by executing and delivering to the Trustee an assumption agreement in the form of Annex 1 to the applicable Guarantee and Collateral Agreement; or 



        (2)  if
such subchapter "C" corporation is an Issuer, cause such subchapter "C" corporation to execute and deliver to the Trustee (i) a supplemental indenture
substantially in the form of Exhibit C hereto, (ii) an assumption agreement unconditionally and irrevocably assuming all of the right, title and interest of the Issuer that was so
reorganized as a subchapter "C" corporation in, to and under this Indenture and the Notes, and (iii) replacement Notes for the Notes previously issued by the Issuer that was so reorganized as a
subchapter "C" corporation to be issued to the Holders upon request and the concurrent return by such Holders of the Notes previously issued to them by the Issuer that was so reorganized as a "C"
corporation; 




        (b)  cause
such Restricted Subsidiary or subchapter "C" corporation to execute and deliver to the Trustee, (a) an assumption agreement in the form of Annex 1 to the
applicable Guarantee and Collateral Agreement (under which such Restricted Subsidiary or subchapter "C" corporation shall grant a security interest to the Trustee in those of its assets described in
the Guarantee and Collateral Agreement), and (b) such Uniform Commercial Code financing statements as are necessary to perfect the Trustee's security interest in such assets; 


        (c)  in
the event such Restricted Subsidiary or subchapter "C" corporation owns real property that (i) is contiguous to any real property included in the Collateral
(other than a Golf Course Home) or (ii) has a fair market value in excess of $5.0 million in the aggregate or $2.5 million individually, cause such Restricted Subsidiary or
subchapter "C" corporation to execute and deliver to the Trustee: 



        (1)  a
deed of trust, substantially in the form of the Deeds of Trust (with such modifications as are necessary to comply with applicable law) (under which such Restricted
Subsidiary or subchapter "C" corporation shall grant a security interest to the Trustee in such real property and any related fixtures), 



73







  



        (2)  in
the case of any such Restricted Subsidiary, title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of
such real property, and 


        (3)  in
the case of any such subchapter "C" corporation, an agreement executed and delivered by the title company that issued the title and extended coverage insurance
covering the real property owned by such subchapter "C" corporation naming such subchapter "C" corporation as an additional insured under such insurance, 




        (d)  promptly
pledge, or cause to be pledged, to the Trustee (i) all of the outstanding Capital Stock of such entity or subchapter "C" corporation owned by Wynn Las
Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries and (ii) all of the outstanding Capital Stock owned by such Restricted Subsidiary or subchapter "C" corporation,
to secure Wynn Las Vegas' obligations under this Indenture and the Notes or such Restricted Subsidiary's Guarantee obligations under the applicable Collateral and Security Agreement, as the case may
be; 


        (e)  promptly
take, and cause such Restricted Subsidiary or subchapter "C" corporation and each other Restricted Subsidiary to take all action necessary or, in the opinion of
the Trustee, desirable to perfect and protect the security interests intended to be created by the Collateral Documents, as modified under this Section 4.31; and 


        (f)    promptly
deliver to the Trustee such Opinions of Counsel, if any, as the Trustee may reasonably require with respect to the foregoing (including opinions as to
enforceability and perfection of security interests). 


Section 4.32    Additional Collateral; Acquisition of Assets or Property.    


        Concurrently
with the acquisition by Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries of any assets or property (other than a Subsidiary of either
Wynn Las Vegas or any Restricted Entity), to the extent not prohibited by Gaming Authorities or applicable Gaming Laws
and subject to the Intercreditor Agreements, Wynn Las Vegas and the Restricted Entities shall, and shall cause their respective Restricted Subsidiaries to, cause the applicable entity to: 



        (a)  in
the case of the acquisition of personal property (other than FF&E Collateral and Aircraft Assets) with an aggregate fair market value in excess of $50,000 for all
such acquired personal property, execute and deliver to the Trustee such Uniform Commercial Code financing statements, if any, as are necessary or, in the opinion of the Trustee, desirable to perfect
and protect the Trustee's security interest in such assets or property; 


        (b)  in
the case of the acquisition of real property, that (i) is contiguous to any real property included in the Collateral (other than a Golf Course Home) or
(ii) has a fair market value in excess of $5.0 million in the aggregate or $2.5 million individually, execute and deliver to the Trustee: 



        (1)  a
deed of trust, substantially in the form of the Deeds of Trust (with such modifications as are necessary to comply with applicable law) (under which Wynn Las Vegas,
such Restricted Entity or such Restricted Subsidiary shall grant a security interest to the Trustee in such real property and any related fixtures), and 


        (2)  title
and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property; and 




        (c)  in
the case of the acquisition of personal property (other than personal property in which the Trustee has a perfected security interest (subject only to Permitted
Liens)) or real property subject to clauses (a) and (b) above of this Section 4.32, as applicable, promptly deliver to the Trustee such Opinions of Counsel, if any, as the Trustee
may reasonably require with respect to the foregoing (including opinions as to enforceability and perfection of security interests). 


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Section 4.33    Further Assurances.    



        Wynn
Las Vegas and the Restricted Entities shall, and shall cause their respective Restricted Subsidiaries to, execute and deliver such additional instruments, certificates or documents,
and take all such actions as may be reasonably required from time to time in order to: 


        (a)  carry
out more effectively the purposes of the Collateral Documents; 


        (b)  create,
grant, perfect and maintain the validity, effectiveness, perfection and priority of any of the Collateral Documents and the Liens created, or intended to be
created, by the Collateral Documents; and 


        (c)  ensure
that any of the rights granted or intended to be granted to the Trustee or any Holder under the Collateral Documents or under any other instrument executed in
connection therewith or granted to Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries under the Collateral Documents or under any other instrument executed in
connection therewith are protected and enforced. 


        Upon
the exercise by the Trustee or any Holder of any power, right, privilege or remedy under this Indenture or any of the Collateral Documents which requires any consent, approval,
recording, qualification or authorization of any governmental authority (including the Nevada PUC or any Gaming Authority), Wynn Las Vegas and the Restricted Entities shall, and shall cause their
respective Restricted Subsidiaries to, execute and deliver all applications, certifications, instruments and other documents and papers that may be required from Wynn Resorts, Wynn Las Vegas, any
Restricted Entity or any of Wynn Las Vegas' or any Restricted Entity's Restricted Subsidiaries for such governmental consent, approval, recording, qualification or authorization. 


Section 4.34    Nevada PUC Approvals.    


        Wynn
Las Vegas and the Restricted Entities shall, and shall cause each of their respective Restricted Subsidiaries and Desert Inn Improvement Co. to: 



        (a)  use
their commercially reasonable efforts to amend the DIIC Casino Water Permit in accordance with all applicable requirements of law so that the designated place of use
for water available for draw under such permit includes the Le Rêve casino's water features to the extent such water is necessary to operate the Le Rêve casino water
features as contemplated on the date of this Indenture; 


        (b)  use
their commercially reasonable efforts to amend the DIIC Water Permits (other than the DIIC Casino Water Permit, if necessary) in accordance with all applicable
requirements of law so that the designated place of use for water available for draw under such permits includes the Golf Course Land; 


        (c)  use
their commercially reasonable efforts to effect the DIIC Water Transfer; 


        (d)  unless
the DIIC Water Transfer is effected prior thereto, use their commercially reasonable efforts to obtain approval of the Nevada PUC to the execution and delivery to
the Trustee of a mortgage securing the Notes and covering the Water Utility Land and the DIIC Water Permits, substantially in the form of the Deeds of Trust executed and delivered on the date of this
Indenture, to be entered into by Desert Inn Improvement Co. in favor of the Trustee for the benefit of the Holders, subject to any limitations imposed by the Nevada PUC; 


        (e)  upon
obtaining such approval, execute and deliver such mortgage; and 


        (f)    upon
effectuating the DIIC Water Transfer or executing the mortgage referred to in clause (d) of this Section 4.34, take such other actions as may be
reasonably required from time to time to create, grant, perfect and maintain the validity, effectiveness, perfection and priority of the Trustee's security 


75





 




interest in the assets and property transferred pursuant to the DIIC Water Transfer or clause (d) of this Section 4.34, subject to any limitations imposed by the Nevada PUC. 


Section 4.35    Payments for Consent.    


        Wynn
Las Vegas and the Restricted Entities shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Notes or the Collateral
Documents unless such consideration is offered to be paid and is paid to all Holders of Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating
to such consent, waiver or agreement. 


Section 4.36    Restrictions on Activities of Wynn Capital.    


        Wynn
Capital shall not hold any material assets, hold any Equity Securities, incur any Indebtedness, become liable for any obligations, engage in any business activities or have any
Subsidiaries; provided that Wynn Capital may be a co-obligor with respect to Indebtedness if Wynn Las Vegas is a primary obligor of such
Indebtedness and the net proceeds of such Indebtedness are received by Wynn Las Vegas or one or more of Wynn Las Vegas' Wholly Owned Restricted Subsidiaries other than Wynn Capital. 


ARTICLE 5.

SUCCESSORS  


Section 5.01    Merger, Consolidation, or Sale of Assets.    



        (a)  No
Issuer or Guarantor may, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not such Issuer or such Guarantor is the
surviving entity) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of (a) Wynn Las Vegas, the Restricted Entities and
their respective Restricted Subsidiaries, taken as a whole, (b) Wynn Las Vegas and its Restricted Subsidiaries, taken as a whole, or (c) in the case of a Guarantor, such Guarantor, in
one or more related transactions, to another Person, unless: 



        (1)  either
(a) such Issuer or Guarantor is the surviving entity or (b) the Person formed by or surviving any such consolidation or merger (if other than such
Issuer or Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any
state of the United States or the District of Columbia; 


        (2)  the
Person formed by or surviving any such consolidation or merger (if other than such Issuer or Guarantor) or the Person to which such sale, assignment, transfer,
conveyance or other disposition shall have been made assumes all the obligations of such Issuer or Guarantor under the Notes, this Indenture, the Note Guarantees and the Collateral Documents pursuant
to agreements reasonably satisfactory to the Trustee; provided that this clause (2) shall not apply to any merger, consolidation, sale,
assignment, transfer, conveyance or other disposition of assets of a Guarantor with, into or to Wynn Las Vegas, so long as, in the case of any consolidation or merger, Wynn Las Vegas is the survivor
of such consolidation or merger; 


        (3)  immediately
after such transaction, no Default or Event of Default exists; 


        (4)  such
transaction would not result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective at
no material cost prior to or simultaneously with such loss, suspension or material impairment; 



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        (5)  such
Issuer or Guarantor or the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer,
conveyance or other disposition shall have been made shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Issuer or Guarantor
immediately preceding the transaction (excluding the effect of the related professional fees, commissions, sales and other taxes, and other transactional costs that would otherwise reduce Consolidated
Net Worth); 


        (6)  (i) in
the case of a consolidation or merger of such Issuer, such Issuer or the Person formed by or surviving any such consolidation or merger (if other than such
Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made shall, or (ii) in the case of a consolidation or merger of a Guarantor that is a
Restricted Subsidiary of Wynn Las Vegas or the sale, assignment, transfer, conveyance or other disposition of the property or assets of such Guarantor, the Issuers shall, on the date of such
transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and 


        (7)  such
transaction, at the time it is undertaken, would not require any Holder or Beneficial Owner of Notes to obtain a Gaming License or be qualified or found suitable
under the law of any applicable gaming jurisdiction; provided that such Holder or Beneficial Owner would not have been required to obtain a Gaming
License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction. 




        (b)  Notwithstanding
the provisions of Section 5.01(a), a Guarantor may consolidate or merge with or into another Guarantor, or sell, assign, transfer, convey or
otherwise dispose of all or substantially all of its properties or assets to another Guarantor, so long as (1) the conditions in clauses (3), (4) and (7) of Section 5.01(a)
are satisfied, and (2) such Guarantor or the Person formed by or surviving any such consolidation or merger, or the Guarantor to which such sale, assignment, transfer, conveyance or other
disposition shall have been made, as the case may be, is Solvent. 


        In
addition, no Issuer or Guarantor may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.
This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets (excluding any sale, assignment, transfer, conveyance or disposition of assets that
would otherwise be subject to this Section 5.01 from a Person that is a Guarantor to a Person, other than Wynn Las Vegas, that is not a Guarantor): 



        (1)  to
Wynn Las Vegas and/or its Restricted Subsidiaries, 


        (2)  between
Wynn Resorts Holdings and Valvino Lamore, excluding a transfer of any or all of the Golf Course Land, unless such Golf Course Land is then a Released Asset, 



        (3)  by
(i) any Restricted Entity or any Restricted Subsidiary of a Restricted Entity, that, in each case, is not a Guarantor to (ii) any Restricted Entity or
any Restricted Subsidiary of a Restricted Entity that, in each case, is a Guarantor, or 


        (4)  by
any Wynn Group Entity to any Restricted Entity. 




        For
purposes of this Section 5.01, a sale of properties or assets by a Guarantor shall not constitute a sale of "substantially all of the properties or assets" of that Guarantor
if, following that sale, the Guarantor owns or holds (1) any of the Water Rights for the Project (excluding Water Rights that are then Released Assets) or (2) any of the Phase II Land or
the Golf Course Land (excluding any such land that is then a Released Asset). 


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        Notwithstanding
the provisions of this Section 5.01, Wynn Las Vegas and each Guarantor are permitted to reorganize as a corporation pursuant to a Permitted C-Corp.
Conversion. 


Section 5.02    Successor Corporation Substituted.    


        Upon
any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of either Issuer or any Guarantor in
a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor company or corporation formed by such consolidation or into or with which such
Issuer or Guarantor is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to such "Issuer" or "Guarantor" shall refer instead to the successor company or
corporation and not to such Issuer or Guarantor), and may exercise every right and power of such Issuer or Guarantor under this Indenture with the same effect as if such successor Person had been
named as such Issuer or Guarantor herein; provided, however, that the predecessor Issuer or Guarantor shall not be relieved from the obligation to pay
the principal of and interest and premium, if any, on the Notes or the amounts payable under its Note Guarantee, as the case may be, except in the case of a sale of all of such Issuer's or Guarantor's
assets in a transaction that is subject to, and that complies with the provisions of Section 5.01 hereof. 


ARTICLE 6.

DEFAULTS AND REMEDIES  


Section 6.01    Events of Default.    


        Each
of the following is an "Event of Default": 


        (a)  the
Issuers default for 30 days in the payment when due of interest on the Notes; 


        (b)  the
Issuers default in the payment when due of the principal of, or premium, if any, on the Notes; 


        (c)  failure
by Wynn Capital, Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries: 



        (1)  to
comply with any payment obligations (including, without limitation, obligations as to the timing or amount of such payments) described under Sections 4.10, 4.15 or
4.16 hereof; 


        (2)  to
comply with Sections 4.07, 4.09 or 5.01 hereof; 




        (d)  failure
by Wynn Capital, any Restricted Entity or any of their respective Restricted Subsidiaries for 60 days after receipt of written notice from the Trustee to
comply with any of the other agreements in this Indenture not set forth in Section 6.01(c) above, or failure by Wynn Resorts for 60 days after receipt of written notice from the Trustee
to comply with the provisions of the Parent Guarantee or, if applicable, any Parent Security Agreement; 


        (e)  the
occurrence of any "event of default" under the Disbursement Agreement; 



        (f)    failure
by Wynn Capital, any Restricted Entity or any of their respective Restricted Subsidiaries, the Completion Guarantor or any other party thereto (other than the
Trustee or any representative of the lenders under the Credit Agreement or other lenders party thereto) for 60 days after receipt of written
notice from the Trustee to comply with any of its agreements, as applicable, in any Collateral Document; 


        (g)  default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by
Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries (or the payment of which is 


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guaranteed by any such Person) whether such Indebtedness or guarantee now exists, or is created after the date of this Indenture, if that default: 



        (1)  is
caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a "Payment Default"); or 


        (2)  results
in the acceleration of such Indebtedness prior to its express maturity, 




and,
in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $10.0 million or more; 


        (h)  failure
by Wynn Capital, Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries to pay final non-appealable judgments (not
paid or covered by insurance as to which the relevant insurance company has not denied responsibility) aggregating in excess of $10.0 million, which judgments are not paid, bonded, discharged
or stayed for a period of 60 days; 


        (i)    any
of the Collateral Documents shall cease, for any reason (other than pursuant to their terms), to be in full force and effect, or Wynn Capital, Wynn Las Vegas, any
Restricted Entity or any of their respective Restricted Subsidiaries or any Affiliate of any such Person or any Person acting on behalf of any such Person, shall so assert as to any of such Person's
properties or assets, or any security interest created, or purported to be created, by any of the Collateral Documents shall cease to be enforceable and of the same effect and priority purported to be
created by the Collateral Documents; 


        (j)    any
representation or warranty made or deemed made by Wynn Capital, Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries in any
Collateral Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with any such Collateral Document shall prove
to have been inaccurate in any material respect on or as of the date made or deemed made; provided that the inaccuracy of any representation or warranty
contained only in the Disbursement Agreement shall constitute an Event of
Default hereunder only to the extent such inaccuracy constitutes a Disbursement Agreement Event of Default; 



        (k)  except
as expressly provided therein, the Completion Guarantee, the Construction Contract Guarantee, any Note Guarantee issued by a Restricted Entity, a Restricted
Subsidiary of Wynn Las Vegas or any Restricted Entity, or the Parent Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force
and effect or the Completion Guarantor, any Restricted Entity, any Restricted Subsidiary or the Parent Guarantor, or any Person acting on behalf of any such Person, shall deny or disaffirm its
obligations under its Note Guarantee or, as the case may be, its Parent Guarantee; 



        (l)    any
Material Entity pursuant to or within the meaning of Bankruptcy Law: 



        (1)  commences
a voluntary case, 


        (2)  consents
to the entry of an order for relief against it in an involuntary case, 


        (3)  consents
to the appointment of a custodian of it or for all or substantially all of its property, 



        (4)  makes
a general assignment for the benefit of its creditors, or 


        (5)  generally
is not paying its debts as they become due; or 




        (m)  a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 



        (1)  is
for relief against any Material Entity in an involuntary case; 



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        (2)  appoints
a custodian of any Material Entity or for all or substantially all of the property of any Material Entity; or 


        (3)  orders
the liquidation of any Material Entity; 




and
the order or decree remains unstayed and in effect for 60 consecutive days; or 


        (n)  the
Project has not achieved Completion on or before the Outside Completion Deadline; 


        (o)  after
the Opening Date, revocation, termination, suspension or other cessation of effectiveness of any Gaming License which results in the cessation or suspension of
gaming operations at any Gaming Facility for a period of more than 90 consecutive days; or 


        (p)  if
Wynn Las Vegas ever fails to own 100% of the issued and outstanding Equity Interests of Wynn Capital. 


Section 6.02    Acceleration.    


        In
the case of an Event of Default specified in clause (l) or (m) of Section 6.01 hereof, with respect to any Material Entity, all outstanding Notes shall become due
and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding
Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately. The Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium, if any, that has become due solely because of the acceleration) have been cured or
waived. 


        If
an Event of Default occurs on or after November 1, 2006 by reason of any willful action or inaction taken or not taken by or on behalf of either Issuer, any Restricted Entity,
any Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity, any Guarantor, the Parent Guarantor or any of their respective Subsidiaries with the intention of avoiding payment of the premium
that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall
also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to
November 1, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of either Issuer, any Restricted Entity, any Restricted Subsidiary of Wynn Las Vegas or any
Restricted Entity, any Guarantor, the Parent Guarantor or any of their respective Subsidiaries with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon
acceleration of the Notes, an additional
premium shall also become and be immediately due and payable in an amount, for each of the years beginning on November 1 of the years set forth below, as set forth below (expressed as a
percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence): 



	Year
 
	 	Percentage
	 
	2003	 	15.0	%
	2004	 	14.0	%
	2005 and thereafter	 	13.0	%






Section 6.03    Other Remedies.    


        If
an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce
the performance of any provision of the Notes or this Indenture. 


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        The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of
a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. 


Section 6.04    Waiver of Past Defaults.    


        Holders
of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an
existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in
the payment of the principal of, premium, if any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, that
the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such
acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 


Section 6.05    Control by Majority.    


        Subject
to the Intercreditor Agreements, Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that
the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 


Section 6.06    Limitation on Suits.    


        A
Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if: 


        (a)  the
Holder of a Note gives to the Trustee written notice of a continuing Event of Default; 


        (b)  the
Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; 



        (c)  such
Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; 


        (d)  the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and 


        (e)  during
such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with
the request. 


        A
Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 


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Section 6.07    Rights of Holders of Notes to Receive Payment.    


        Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and interest on the Note, on or after the
respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder; provided that a Holder shall not have the right to institute any such suit for the enforcement
of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the
Lien of this Indenture upon any property subject to such Lien. 


Section 6.08    Collection Suit by Trustee.    


        If
an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Issuers for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel. 


Section 6.09    Trustee May File Proofs of Claim.    


        The
Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or
any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such
claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the
Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and
all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 


Section 6.10    Priorities.    


        If
the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 



        First:    to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all
compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 


        Second:    to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably,
without preference or priority of any kind, according to the 



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amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and 



        Third:    to the Issuers or to such party as a court of competent jurisdiction shall direct. 




        The
Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. 


Section 6.11    Undertaking for Costs.    


        In
any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to
a suit by the Trustee, a suit by a Holder of a Note pursuant
to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 


ARTICLE 7.

TRUSTEE  


Section 7.01    Duties of Trustee.    



        (a)  If
an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. 


        (b)  Except
during the continuance of an Event of Default: 



        (1)  the
duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Collateral Documents, and the Trustee need perform only those
duties that are specifically set forth in this Indenture and the Collateral Documents, and no others, and no implied covenants or obligations shall be read into this Indenture and the Collateral
Documents against the Trustee; and 


        (2)  in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture and the Collateral Documents. However, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture and the Collateral Documents. 




        (c)  The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 



        (1)  this
Section 7.01(c) does not limit the effect of paragraph (b) of this Section 7.01; 


        (2)  the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining
the pertinent facts; and 


        (3)  the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to
Section 6.05 hereof. 




        (d)  Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and
(c) of this Section 7.01. 


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        (e)  No
provision of this Indenture or the Collateral Documents shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture and the Collateral Documents at the request of any Holders, unless such Holder shall have offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense. 


        (f)    The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law. 


Section 7.02    Rights of Trustee.    


        (a)  The
Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document. 


        (b)  Before
the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action
it takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 


        (c)  The
Trustee may act through its attorneys and agents and shall be responsible for the misconduct or negligence of any agent appointed with due care. 


        (d)  The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it
by this Indenture. 


        (e)  Unless
otherwise specifically provided in this Indenture or the Collateral Documents, any demand, request, direction or notice from the Issuers shall be sufficient if
signed by an Officer of either Issuer. 


        (f)    The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Collateral Documents at the request or direction
of any of the Holders unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such
request or direction. 


Section 7.03    Individual Rights of Trustee.    


        The
Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights
it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 



Section 7.04    Trustee's Disclaimer.    


        The
Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers' use of
the proceeds from the Notes or any money paid to the Issuers or upon the Issuers' direction under any provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale
of the Notes or pursuant to this Indenture other than its certificate of authentication. 


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Section 7.05    Notice of Defaults.    


        If
a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail a notice of the Default or Event of Default (1) to Holders
within 90 days after it occurs and
(2) to Wynn Las Vegas, each Guarantor and the Parent Guarantor (which notice shall be deemed to satisfy the notice requirement contained in clause (1) of Section 10.08(a) hereof)
within 5 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 


Section 7.06    Reports by Trustee to Holders of the Notes.    



        (a)  Within
60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has
occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA § 313(c). 


        (b)  A
copy of each report at the time of its mailing to the Holders of Notes shall be mailed by the Trustee to the Issuers and filed by the Trustee with the SEC and each
stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange. 


Section 7.07    Compensation and Indemnity.    


        (a)  The
Issuers shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel. 


        (b)  The
Issuers and the Guarantors shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this
Section 7.07) and defending itself against any claim (whether asserted by the Issuers, the Guarantors or any Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Issuers
promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers or any of the Guarantors of their obligations hereunder. The
Issuers or such Guarantor shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of
such
counsel. Neither the Issuers nor any Guarantor need pay for any settlement made without its consent, which consent shall not be unreasonably withheld. 



        (c)  The
obligations of the Issuers and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. 


        (d)  To
secure the Issuers' payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by
the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 


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        (e)  When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(l) or (m) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 


        (f)    The
Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable. 


Section 7.08    Replacement of Trustee.    



        (a)  A
resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as
provided in this Section 7.08. 


        (b)  The
Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers in writing. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if: 



        (1)  the
Trustee fails to comply with Section 7.10 hereof; 


        (2)  the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 


        (3)  a
custodian or public officer takes charge of the Trustee or its property; or 


        (4)  the
Trustee becomes incapable of acting. 




        (c)  If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one
year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by
the Issuers. 


        (d)  If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers, or the Holders of
at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 


        (e)  If
the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 


        (f)    A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing
to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Issuers' obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 


Section 7.09    Successor Trustee by Merger, etc.    


        If
the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any
further act shall be the successor Trustee. 


Section 7.10    Eligibility; Disqualification.    


        There
shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is
authorized under such 


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laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100 million as
set forth in its most recent published annual report of condition. 


        This
Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 


Section 7.11    Preferential Collection of Claims Against Issuers.    



        The
Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to
TIA § 311(a) to the extent indicated therein. 


ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE  


Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance.    



        The
Issuers may, at the option of their respective Boards of Directors evidenced by a resolution set forth in an Officers' Certificate of each Issuer, at any time, elect to have either
Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 


Section 8.02    Legal Defeasance and Discharge.    


        Upon
the Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers shall, subject to the satisfaction of the conditions set
forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, the Guarantors and the Parent Guarantor shall be deemed to be
discharged from their obligations with respect to their
Note Guarantees and the Issuers, the Guarantors and the Parent Guarantor shall be deemed to be discharged from their obligations with respect to the Collateral Documents on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuers, the Guarantors and the Parent
Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in Sections 8.02(a) and (b) below, and to have satisfied all their other obligations
under such Notes, the Note Guarantees, the Collateral Documents, and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: 


        (a)  the
rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due
from the trust referred to in Section 8.04 hereof; 


        (b)  the
Issuers' obligations with respect to such Notes under Article 2 and Section 4.02 hereof; 


        (c)  the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers' and the Guarantors' (and the Parent Guarantor's, if any) obligations in
connection therewith; and 


        (d)  this
Article 8. 



        Subject
to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof. 


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Section 8.03    Covenant Defeasance.    


        Upon
the Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers, the Restricted Entities, the Restricted Subsidiaries of
Wynn Las Vegas and the Restricted Entities, and any Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations
under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 and 4.15 through 4.36 inclusive hereof and clauses (5) and (6) of Section 5.01(a) hereof with
respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Issuers, the Guarantors and the Parent Guarantor
released shall omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees shall be unaffected
thereby. In addition, upon the Issuers' exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, Sections 6.01(c) through 6.01(h), Section 6.01(j) and Sections 6.01(n) through 6.01(p) hereof shall not constitute Events of Default. 



Section 8.04    Conditions to Legal or Covenant Defeasance.    


        In
order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 


        (a)  the
Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination of cash in
U.S. dollars and Government Securities, in amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and
premium, if any, on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be,
and the Issuers must specify whether the Notes are being defeased to maturity or to a particular redemption date; 


        (b)  in
the case of an election under Section 8.02 hereof, the Issuers have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (2) since the date of this Indenture, there has been a change
in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes shall not recognize
income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred; 


        (c)  in
the case of an election under Section 8.03 hereof, the Issuers have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall be subject to federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 


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        (d)  no
Default or Event of Default has occurred and is continuing either: 



        (1)  on
the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit), or 



        (2)  in
the case of Legal Defeasance, insofar as Events of Default of the type specified in Section 6.01(l) or Section 6.01(m) are concerned, at any time in the
period ending on the 91st day after the date of deposit; 




        (e)  such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than
this Indenture) to which either Issuer, any Restricted Entity, any Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity, any Guarantor or the Parent Guarantor is a party or by which any
such Person is bound; 


        (f)    in
the case of an election under Section 8.02 hereof, the Issuers must deliver to the Trustee an Opinion of Counsel to the effect that, assuming no intervening
bankruptcy of the Issuers, any Guarantor or the Parent Guarantor between the date of deposit and the 91st day following the deposit
and assuming that no Holder of Notes is an "insider" of either Issuer under applicable bankruptcy law, after the 91st day following the deposit, the trust funds shall not be subject to
the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; 



        (g)  the
Issuers must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders of Notes
over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Issuers or others; and 


        (h)  the
Issuers must deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance
or the Covenant Defeasance have been complied with. 


Section 8.05    Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.    


        Subject
to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as Paying
Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law. 


        The
Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to
Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding
Notes. 


        Notwithstanding
anything in this Article 8 to the contrary, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or
Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(b) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 


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Section 8.06    Repayment to Issuers.    


        Any
money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or interest on any Note and
remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Issuers on its request or (if then held by the Issuers) shall be
discharged from such trust; and the Holder of such Note shall thereafter be permitted to look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in the New York Times (national edition) and The Wall Street Journal
(national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication,
any unclaimed balance of such money then remaining shall be repaid to the Issuers. 


Section 8.07    Reinstatement.    


        If
the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers', the Guarantors' and the Parent Guarantor's
obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Issuers make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 


ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER  


Section 9.01    Without Consent of Holders of Notes.    


        Notwithstanding
Section 9.02 of this Indenture, without the consent of any Holder, the Issuers, any Restricted Entity, any Restricted Subsidiary of Wynn Las Vegas or any
Restricted Entity, or any Guarantor or the Parent Guarantor, the Issuers, the Guarantors, the Parent Guarantor and the Trustee
may amend or supplement this Indenture, the Notes, the Note Guarantees or the Collateral Documents to: 



        (a)  cure
any ambiguity, defect or inconsistency; 


        (b)  provide
for uncertificated Notes in addition to or in place of certificated Notes; 


        (c)  provide
for the assumption of the Issuers' or any Guarantor's obligations to the Holders of the Notes by a successor to the Issuers or such Guarantor, as the case may
be, in the case of a merger or consolidation or sale of all or substantially all of the Issuers' or such Guarantor's assets pursuant to Article 5 hereof; 



        (d)  make
any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such
Holder; 


        (e)  comply
with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; 


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        (f)    allow
any Guarantor or the Parent Guarantor to execute a supplemental indenture and/or a Note Guarantee; 


        (g)  enter
into additional or supplemental Collateral Documents, Guarantees or Parent Guarantees or an intercreditor agreement with respect thereto; or 


        (h)  provide
for Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture. 


        Upon
the request of the Issuers accompanied by a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon
receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers, the Guarantors and the Parent Guarantor in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities
under this Indenture or otherwise. 


Section 9.02    With Consent of Holders of Notes.    


        Except
as provided below in this Section 9.02, the Issuers, the Guarantors, the Parent Guarantor and the Trustee may amend or supplement this Indenture (including, without
limitation, Section 3.10, 4.10, 4.15 and 4.16 hereof) the Notes, the Note Guarantees and the Collateral Documents with the consent of the Holders of at least a majority in principal amount of
the Notes (including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes,
the Note Guarantees or the Collateral Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including,
without limitation, consents obtained in connection with purchase of, or a tender offer or exchange offer for, the Notes). 


        Upon
the request of the Issuers accompanied by a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the
filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Issuers, the Guarantors and the Parent Guarantor in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture
directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental Indenture. 


        It
is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if
such consent approves the substance thereof. 


        After
an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a
particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent 


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of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 



        (a)  reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 


        (b)  reduce
the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes, except as provided
above with respect to Sections 3.10, 4.10, 4.15 and 4.16 hereof; 


        (c)  reduce
the rate of or change the time for payment of interest, including default interest, on any Note; 


        (d)  waive
a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes (except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); 


        (e)  make
any Note payable in money other than that stated in the Notes; 


        (f)    make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or
interest or premium, if any, on the Notes; 


        (g)  waive
a redemption payment with respect to any note (other than a payment required by Sections 3.10, 4.10, 4.15 and 4.16 hereof); 



        (h)  release
all or substantially all of the Collateral or release any Material Project Assets from the Collateral, in each case except in accordance with the provisions of
the Collateral Documents; 


        (i)    release
any Guarantor or the Parent Guarantor from any of its obligations under its Note Guarantee if the assets or properties of that Guarantor or the Parent Guarantor,
as the case may be, (a) constitute all or substantially all of the Collateral or (b) include Material Project Assets; and 


        (j)    make
any change in the foregoing amendment and waiver provisions. 


Section 9.03    Compliance with Trust Indenture Act.    


        Every
amendment or supplement to this Indenture or the Notes shall be set forth in a amended or supplemental Indenture that complies with the TIA as then in effect. 


Section 9.04    Revocation and Effect of Consents.    


        Until
an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder. 


Section 9.05    Notation on or Exchange of Notes.    


        The
Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the
Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 


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        Failure
to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 


Section 9.06    Trustee to Sign Amendments, etc.    


        The
Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Issuers, the Guarantors and the Parent Guarantor may not sign an amendment or supplemental Indenture until their respective Boards of Directors approve
it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that the execution of such
amended or supplemental Indenture is authorized or permitted by this Indenture. 


ARTICLE 10.

COLLATERAL AND SECURITY  


Section 10.01    Collateral Documents.    


        The
due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at
maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (to the extent permitted by law), if any, on the Notes and performance
of all other obligations of the Issuers, the Guarantors and the Parent Guarantor to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or
thereunder, are secured as provided in the Collateral Documents which the Issuers and the Guarantors have entered into simultaneously with the execution of this Indenture (including, without
limitation, the Collateral Documents listed on Exhibit E hereto). Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including,
without limitation, the provisions providing for foreclosure and release of Collateral and limitations on exercise of rights and remedies) as the same may be in effect or may be amended from time to
time in accordance with the terms of this Indenture and the Collateral Documents and authorizes and directs the Trustee to enter into the Collateral Documents and to perform its obligations and
exercise its rights thereunder in accordance therewith. The Issuers shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the
Collateral Documents, to assure and confirm to the Trustee the security interests in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time
constituted, so as to render the same available (subject to the terms of the Intercreditor Agreements) for the security and benefit of this Indenture, the Notes and the Note Guarantees secured by the
Collateral Documents, according to the intent and purposes therein expressed. Subject to the terms of the Intercreditor Agreements, the Issuers and the Restricted Entities shall take, and shall cause
their respective Restricted Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral
Documents to create and maintain, as security for the Obligations of the Issuers hereunder and of the Guarantors and the Parent Guarantor under the Note Guarantees, a valid and enforceable perfected
Lien of the priority required by the Collateral Documents in and on all the Collateral, in favor of the Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all
third Persons, in each case, subject only to the Liens securing the obligations under the Credit Agreement and other Permitted Liens and the terms of the Intercreditor Agreements. 


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Section 10.02    Recording and Opinions.    


        (a)  The
Issuers shall furnish to the Trustee simultaneously with the execution and delivery of this Indenture an Opinion of Counsel either: 



        (1)  stating
that, in the opinion of such counsel, all action has been taken with respect to the recording, registering and filing of this Indenture, financing statements or
other instruments necessary to make effective the Lien intended to be created by the Collateral Documents, and reciting with respect to the security interests in the Collateral, the details of such
action; or 


        (2)  stating
that, in the opinion of such counsel, no such action is necessary to make such Lien effective. 




        (b)  The
Issuers shall furnish to the Trustee within 30 days after November 1 in each year beginning with November 30, 2003, an Opinion of Counsel, dated
as of such date, either: 



        (1)  (A)
stating that, in the opinion of such counsel, action has been taken with respect to the recording, registering, filing, re-recording,
re-registering and re-filing of all supplemental indentures, financing statements, continuation statements or other instruments of further assurance as is necessary to maintain
the Lien of the Collateral Documents and reciting with respect to the security interests in the Collateral the details of such action or referring to prior Opinions of Counsel in which such details
are given, and (B) stating that, in the opinion of such counsel, based on relevant laws as in effect on the date of such Opinion of Counsel, all financing statements and continuation statements
have been executed and filed that are necessary as of such date and during the succeeding 12 months fully to preserve and protect, to the extent such protection and preservation are possible by
filing, the rights of the Holders of Notes and the Trustee hereunder and under the Collateral Documents with respect to the security interests in the Collateral; 


        (2)  stating
that, in the opinion of such counsel, no such action is necessary to maintain such Lien and assignment. 




        (c)  The
Issuers shall otherwise comply with the provisions of TIA §314(b). 


Section 10.03    Release of Collateral.    



        (a)  Subject
to the other provisions of this Section 10.03 and the terms of the Intercreditor Agreements and the other Collateral Documents, the Trustee will determine
the circumstances and manner in which
the Collateral will be disposed of, including the determination of whether to release all or any portion of the Collateral from the security interests created by the Collateral Documents and whether
to foreclose on the Collateral following an Event of Default. Collateral may be released from the Lien and security interests created by the Collateral Documents at any time or from time to time in
accordance with the provisions of the Collateral Documents and as provided in this Section 10.03. Subject to the provisions of the Intercreditor Agreements, upon the request of the Issuers
pursuant to an Officers' Certificate certifying that all terms for release and conditions precedent under this Indenture and under any applicable Collateral Document have been met and specifying
(1) the identity of the Collateral to be released and (2) the provisions of this Indenture or the applicable Collateral Document which authorize such release, the Trustee shall release
the Liens in favor of the Trustee (at the sole cost and expense of the Issuers) on: 



        (1)  all
Collateral that is contributed, sold, leased, conveyed, transferred or otherwise disposed of (a) in an Asset Sale, Permitted Investment or Restricted Payment
in accordance with this Indenture and the Collateral Documents, (b) to an Unrestricted Subsidiary of Wynn Las Vegas in accordance with this Indenture and the Collateral Documents or
(c) as expressly permitted by the Collateral Documents; 



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        (2)  all
Collateral that is condemned, seized or taken by the power of eminent domain or otherwise confiscated pursuant to an Event of Loss;  provided that the Net Loss Proceeds, if any, from the Event of Loss
are or shall be applied in accordance with Sections 3.10 and 4.16 hereof; 



        (3)  all
Collateral (except as provided in Articles 8 and 12 of this Indenture) upon discharge or defeasance of this Indenture in accordance with Article 8 or
Article 12 hereof; 


        (4)  all
Collateral upon the payment in full in immediately available funds of all Obligations of the Issuers, the Guarantors and the Parent Guarantor under this Indenture,
the Notes and the Collateral Documents; 


        (5)  except
as otherwise provided in this Indenture, the Collateral Documents or the Parent Guarantee, Collateral of a Guarantor or of the Parent Guarantor whose Note
Guarantee is released or terminated pursuant to the terms of this Indenture or the Parent Guarantee, as the case may be; 


        (6)  the
Released Assets; and 


        (7)  Government
Transfers consisting of transfers of fee interests in real property. 




        (b)  The
Trustee shall release (at the sole cost and expense of the Issuers) the Liens in favor of the Trustee for the benefit of the Holders on all of the Golf Course Land,
the Equity Interests in Desert Inn Improvement Co. and/or Desert Inn Water Company and the DIIC Water Permits (other than the DIIC Casino Water Permit), so long as: 



        (1)  both
immediately prior to the release of the Liens (or, in the case of the release of the Golf Course Land, at the time a binding agreement for the disposition of that
land is entered into, so long as the disposition takes place within 60 days following the date on which that binding agreement is entered into) and after giving pro forma effect to that release
(as if, for purposes of calculating the Consolidated Leverage Ratio, such release had been made at the beginning of the applicable four-quarter period): 



        (A)  no
Default or Event of Default exists, 


        (B)  the
Consolidated Leverage Ratio of the Issuers and their Restricted Subsidiaries for the period of four full consecutive fiscal quarters of Wynn Las Vegas ending
immediately prior to the release date is 3.0 to 1.0 or less, and 


        (C)  the
senior secured long-term Indebtedness under the Credit Agreement is rated BB+ or higher by S&P and Ba1 or higher by Moody's, 




        (2)  the
release occurs on or after the third anniversary of the Opening Date, 


        (3)  the
lenders under the Credit Agreement concurrently release their Liens on the Golf Course Land, the Equity Interests in Desert Inn Improvement Co. and/or Desert Inn
Water Company and the DIIC Water Permits (other than the DIIC Casino Water Permit), in each case, to be released by the Trustee, 


        (4)  Desert
Inn Water Company owns no assets other than the stock of Desert Inn Improvement Co., 


        (5)  either
(A) no Points of Diversion with respect to the Valvino Water Permits and the DIIC Casino Water Permit, wells associated therewith or
rights-of-way necessary for the transportation to the Le Rêve casino water features of water drawn or to be drawn pursuant to such Water Permits, are located on
the Golf Course Land or (B) the applicable entities that own the Golf Course Land to be released shall have transferred at no cost such easements to Wynn Las Vegas as are necessary for Wynn Las
Vegas to access such Points of Diversion, own and operate such wells and transport the water drawn therefrom to the Le Rêve casino water features, 



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        (6)  Wynn
Las Vegas shall have taken all actions required pursuant to Section 4.32 hereof with respect to any assets or property acquired pursuant to clause (5)
above, and 


        (7)  Wynn
Resorts Holdings delivers an Officers' Certificate (including supporting calculations in reasonable detail) to the Trustee confirming that the conditions in clauses
(1), (2), (3), (4), (5) and (6) of this Section 10.03(b) have been satisfied. 




        (c)  The
Trustee shall release (at the sole cost and expense of the Issuers) the Liens granted by Wynn Resorts Holdings in favor of the Trustee for the benefit of the Holders
in the Home Site Land if the lenders under the Credit Agreement concurrently release their first Liens on the Home Site Land, so long as no Default or Event of Default exists or is continuing
immediately prior to or after giving effect to such release; provided that it shall not be deemed to be a release of such first priority Liens requiring
the release by the Trustee of its Liens (for the benefit of the Holders) on the Home Site Land if the release of such first priority Liens is as a result of an extension, refinancing, renewal,
replacement, amendment and restatement, restatement, defeasance or refunding (collectively, a "refinancing") of the Credit Agreement, as a result of
which the first priority Liens in favor of the administrative agent (for the benefit of the lenders under the Credit Agreement) are replaced with Liens in favor of the lenders or holders of such
refinancing Indebtedness (or a representative on their behalf). In the event that, following the release of the Trustee's Liens (for the benefit of the Holders) in the Home Site Land, Wynn Las Vegas,
the Restricted Entities or any of their respective Restricted Subsidiaries grants a Lien on any or all of the Home Site Land to secure such refinancing Indebtedness or any guarantee thereof, such
Person shall concurrently grant a Lien on such portions of the Home Site Land in favor of the Trustee for the benefit of the Holders to secure the Notes (or, if such Person is a Guarantor, its Note
Guarantee); provided that the Lien in favor of the Trustee for the benefit of the Holders shall be a second priority Lien, subject only to the Liens
securing the refinancing Indebtedness or the guarantee of such Indebtedness, as applicable, and other Permitted Liens). 


        (d)  The
Trustee shall release (at the sole cost and expense of the Issuers) the Liens granted by Wynn Resorts Holdings on the Wynn Home Site Land to secure its Obligations
under its Note Guarantee in order to permit the construction of a personal residence for Stephen A. Wynn, so long as: 



        (1)  no
Default or Event of Default exists or is continuing immediately prior to or after giving effect to that release, 


        (2)  the
cash purchase price paid by Stephen A. Wynn for the Wynn Home Site Land prior to the release of such Liens in immediately available funds shall not be less than the
then fair market value of the Wynn Home Site Land, 


        (3)  the
purchase price is paid directly to Wynn Resorts Holdings so long as, prior to the release of such Liens, such purchase price is contributed in immediately available
funds to Wynn Las Vegas as a common equity capital contribution (the "Steve Wynn Capital Contribution"), 


        (4)  the
construction of Stephen A. Wynn's personal residence shall not interfere with the design, construction, operation or use of the remainder of the Golf Course Land as
a Golf Course and otherwise could not reasonably be expected to materially impair the overall value of the Project, 


        (5)  the
lenders under the Credit Agreement concurrently release their Liens on the Wynn Home Site Land, 


        (6)  either
(1) no Points of Diversion with respect to the Water Permits, wells associated therewith or rights-of-way necessary for the
transportation to the Golf Course Land or the Le Rêve casino water features of water drawn or to be drawn pursuant to Water Permits, are located 



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on the released Golf Course Land or (2) the entity that owns the released Golf Course Land shall have transferred at no cost: 



        (A)  in
the case of Points of Diversion and associated wells with respect to the Valvino Water Permits and the DIIC Casino Water Permit, and
rights-of-way necessary for the transportation to the Le Rêve casino water features of water drawn or to be drawn pursuant to Water Permits, such easements to
Wynn Las Vegas as are necessary for Wynn Las Vegas to access such Points of Diversion, own and operate such wells and transport the water drawn therefrom to the Le Rêve casino water
features, and 


        (B)  in
the case of Points of Diversion with respect to all other DIIC Water Permits and the wells associated therewith, such easements to Wynn Las Vegas and Wynn Resorts
Holdings as are necessary for Wynn Las Vegas and Wynn Resorts Holdings to access such Points of Diversion, own and operate such wells and transport the water drawn therefrom to the Golf Course Land, 




        (7)  Wynn
Las Vegas and Wynn Resorts Holdings, as the case may be, shall have taken all actions required pursuant to Section 4.32 hereof with respect to any assets or
property acquired pursuant to clause (6) above, and 


        (8)  Wynn
Resorts Holdings delivers an Officers' Certificate to the Trustee confirming that the conditions in clauses (1), (2), (3), (4), (5), (6) and (7) of
this Section 10.03(d) have been satisfied. 




        (e)  The
Trustee shall release (at the sole cost and expense of the Issuers) the Liens granted by Valvino Lamore in favor of the Trustee for the benefit of the Holders on the
Phase II Land to secure its Obligations under its Note Guarantee if the lenders under the Credit Agreement concurrently release their first priority Liens in the Phase II Land, so long as no Default
or Event of Default exists or is continuing immediately prior to or after giving effect to that release; provided that it shall not be deemed to be a
release of such first priority Liens requiring the release by the Trustee of its Liens on the Phase II Land if the release of such first priority Liens is as a result of a refinancing of the Credit
Agreement, as a result of which the first priority Liens in favor of the administrative agent (for the benefit of the lenders under the Credit Agreement) are replaced with Liens in favor of the
lenders or holders of such refinancing Indebtedness (or a representative on their behalf). In the event that, following the release of the Trustee's Liens (for the benefit of the Holders) in the Phase
II Land, Wynn Las Vegas, the Restricted Entities or any of their respective Restricted Subsidiaries grants a Lien on any or all of the Phase II Land to secure such refinancing Indebtedness or any
guarantee thereof, such Person shall concurrently grant a Lien on such Phase II Land in favor of the Trustee for the benefit of the Holders to secure the Notes (or, if such Person is a Guarantor, its
Note Guarantee); provided that the Lien in favor of the Trustee for the benefit of the Holders shall be a second priority Lien, subject only to the
Liens securing the refinancing Indebtedness or the guarantee of such Indebtedness, as applicable, and other Permitted Liens). Notwithstanding anything to the contrary herein, nothing in this
Section 10.03(e) shall permit the release of any portions of the Phase II Land on which any Entertainment Facility is being or has been constructed from time to time. 


        (f)    Upon
receipt by the Trustee of the applicable Officers' Certificate required to be delivered pursuant to Sections 10.03(a), (b), (c), (d) or (e), as the case may
be, the Trustee shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released
pursuant to this Section 10.03. 


        (g)  The
release of any Collateral from the terms of this Indenture and the Collateral Documents shall not be deemed to impair the security under this Indenture in
contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Collateral Documents or this Indenture. To the extent applicable, the Issuers shall
cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities from the Lien and security interest 


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of the Collateral Documents and this Indenture and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Documents
and this Indenture, to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of Wynn Las Vegas except in cases where TIA § 314(d)
requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise
of reasonable care. 


        (h)  Notwithstanding
anything to the contrary in this Indenture or the Collateral Documents, no Collateral may be released from the Lien and security interests created by the
Collateral Documents unless the Officers' Certificate required by this Section 10.03 has been delivered to the Trustee and any applicable provisions of the Intercreditor Agreements have been
complied with. 


        (i)    At
any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise),
no release of Collateral pursuant to the provisions of this Section 10.03 or the Collateral Documents shall be effective as against the Holders of Notes. 


Section 10.04    Certificates of the Issuers.    



        In
addition to the requirements under Section 10.03, the Issuers shall furnish to the Trustee, prior to each proposed release of Collateral pursuant to the Collateral Documents: 


        (a)  all
documents required by TIA §314(d) and the Collateral Documents; and 


        (b)  an
Opinion of Counsel, which may be rendered by internal counsel to the Issuers, to the effect that such accompanying documents constitute all documents required by TIA
§314(d). 


        The
Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained
in such documents and such Opinion of Counsel. 


Section 10.05    Certificates of the Trustee.    


        In
the event that the Issuers wish to release Collateral in accordance with the Collateral Documents and have delivered the certificates and documents required by the Collateral
Documents and Sections 10.03 and 10.04 hereof, the Trustee shall determine whether it has received all documentation required by TIA § 314(d) in connection with such release. 



Section 10.06    Authorization of Actions to Be Taken by the Trustee Under the Collateral Documents.    


        Subject
to the provisions of Section 7.01 and 7.02 hereof and the Collateral Documents, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, on
behalf of the Holders of Notes, take all actions it deems necessary or appropriate in order to: 


        (a)  enforce
any of the terms of the Collateral Documents; and 


        (b)  collect
and receive any and all amounts payable in respect of the Obligations of the Issuers, the Guarantors and the Parent Guarantor hereunder and under the Collateral
Documents. 


        The
Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or
in violation of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders of
Notes in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the
interests of the Holders of Notes or of the Trustee). 


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Section 10.07    Authorization of Receipt of Funds by the Trustee Under the Collateral Documents.    



        The
Trustee is authorized to receive any funds for the benefit of the Holders of Notes distributed under the Collateral Documents, and to make further distributions of such funds to the
Holders of Notes according to the provisions of this Indenture. 


Section 10.08    Rights in the Pledged Collateral.    


        (a)  So
long as no Event of Default shall have occurred and be continuing, and subject to the provisions of this Indenture, the Intercreditor Agreements and the other
Collateral Documents, Wynn Las Vegas and each Guarantor shall be entitled to receive the benefit of all cash dividends, interest and other payments made upon or with respect to the Collateral pledged
by such Person and to exercise any voting and other consensual rights pertaining to the Collateral pledged by such Person. Upon the occurrence and during the continuance of an Event of Default and,
subject to the terms of the
Collateral Documents and the limitations in the Intercreditor Agreements and the exercise by the Trustee of its rights under the Collateral Documents: 



        (1)  upon
receipt by the affected Person of notice from the Trustee so stating, all rights of such Person to exercise such voting or other consensual rights shall cease, and
all such rights shall become vested in the Trustee which, to the extent permitted by law, shall have the sole right to exercise such rights; 



        (2)  all
rights of such Person to receive all cash dividends, interest and other payments made upon, or with respect to, the Collateral shall cease and such cash dividends,
interest and other payments shall be paid to the Trustee; and 


        (3)  subject
to applicable law, the Trustee may sell the Collateral or any part thereof in accordance with the terms of this Indenture, the Intercreditor Agreements and the
other Collateral Documents. 




        (b)  Nothing
contained in this Section 10.08 shall be deemed to apply to the Parent Guarantor or to restrict the ability of Wynn Las Vegas to make the Restricted
Payments permitted to be made during the occurrence of an Event of Default under Section 4.07(b) hereof. 


Section 10.09    Termination of Security Interest.    


        Upon
the payment in full in immediately available funds of all Obligations of the Issuers under this Indenture and the Notes, or upon Legal Defeasance, the Trustee shall, at the written
request of the Issuers, release the Liens on the Collateral and take such actions at the Issuers' sole cost and expense as the Issuers may reasonably request to evidence such release, including,
without limitation, the return of assets pledged as Collateral and the execution and delivery of related instruments of transfer, lien, releases, reconveyances, termination statements and any similar
documents and instruments. 


ARTICLE 11.

NOTE GUARANTEES  


Section 11.01    Note Guarantee.    


        (a)  Subject
to this Article 11, each of the Guarantors and the Parent Guarantor hereby, jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the Collateral Documents or
the obligations of the Issuers hereunder or thereunder, that: 



        (1)  the
principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the 



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Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 


        (2)  in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 




        Failing
payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Parent Guarantor shall be jointly and severally
obligated to pay the same immediately. Each Guarantor and the Parent Guarantor agrees that this is a guarantee of payment and performance and not a guarantee of collection. 


        (b)  The
Guarantors and the Parent Guarantor hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of
the Notes, this Indenture or the Collateral Documents, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof,
the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor or
the Parent Guarantor. Each of the Guarantors and the Parent Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of
either Issuer, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture. 


        (c)  If
any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors, the Parent Guarantor or any custodian, trustee, liquidator
or other similar official acting in relation to either Issuer, any Guarantor or the Parent Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. 


        (d)  Each
of the Guarantors and the Parent Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby. Each of the Guarantors and the Parent Guarantor further agrees that, as between the Guarantors and the Parent Guarantor,
on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the
purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of
any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors
and the Parent Guarantor for the purpose of this Note Guarantee. The Guarantors and the Parent Guarantor shall have the right to seek contribution from any non-paying Guarantor or the
Parent Guarantor, as the case may be, so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. 


Section 11.02    Limitation on Guarantor Liability.    



        Each
Guarantor and the Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such
Guarantor and the Parent Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders, the Guarantors and the Parent Guarantor hereby irrevocably
agree that the obligations of each such Guarantor and the Parent Guarantor shall be limited to the maximum amount that shall, after giving effect to such maximum amount and all other contingent and
fixed liabilities of 


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such Guarantor or the Parent Guarantor, as the case may be, that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by
or on behalf of any other Guarantor or the Parent Guarantor, as the case may be, in respect of the obligations of such other Guarantor or the Parent Guarantor, as the case may be, under this
Article 11, result in the obligations of such Guarantor or the Parent Guarantor, as the case may be, under its Note Guarantee not constituting a fraudulent transfer or conveyance. 



Section 11.03    Execution and Delivery of Note Guarantee.    


        To
evidence its Note Guarantee set forth in Section 11.01, each of the Guarantors and the Parent Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit B hereto shall be endorsed by an Officer of such Guarantor and the Parent Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor and the Parent Guarantor by one of its Officers. 



        Each
of the Guarantors and the Parent Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee. 


        If
an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is
endorsed, the Note Guarantee shall be valid nevertheless. 


        The
delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors and the Parent Guarantor. 


        In
the event that the Issuers create or acquire any Subsidiary after the date of this Indenture, if required by Sections 4.26 and 4.31 hereof, the Issuers shall cause such Subsidiary to
comply with the provisions of Sections 4.26 and 4.31 hereof and this Article 11, to the extent applicable. 


Section 11.04    Guarantors May Consolidate, etc., on Certain Terms.    


        In
case of any consolidation, merger, sale or conveyance of or involving a Guarantor under Section 5.01 hereof, and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a
Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed
by the Issuers and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 



        Except
as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the
Issuers or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuers or another Guarantor. 


Section 11.05    Releases Following Sale of Assets.    


        Subject
to compliance with Section 5.01 hereof, the Note Guarantee of a Guarantor and the security interests granted by that Guarantor to secure its Note Guarantee shall be
released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor 


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(including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Wynn Las Vegas, a Restricted Entity or one of their respective
Restricted Subsidiaries, or the Parent Guarantor, if the sale or other disposition complies with the applicable provisions of this Indenture, including, without limitation, Section 4.10 hereof;
or (2) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) Wynn Las Vegas, a Restricted
Entity or one of their respective Restricted Subsidiaries, or the Parent Guarantor, if the sale complies with the applicable provisions of this Indenture, including, without limitation,
Section 4.10 hereof. Upon delivery by Wynn Las Vegas to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the
Issuers in accordance with the provisions of this Indenture, including, without limitation, Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence
the release of any Guarantor from its obligations under its Note Guarantee. 



        Any
Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for
the other obligations of any Guarantor and the Parent Guarantor under this Indenture as provided in this Article 11. 


ARTICLE 12.

SATISFACTION AND DISCHARGE  


Section 12.01    Satisfaction and Discharge.    


        This
Indenture and the Collateral Documents shall be discharged and shall cease to be of further effect as to all Notes issued hereunder, when: 


        (a)  either:




        (1)  all
Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or 



        (2)  all
Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or
shall become due and payable within one year and the Issuers have or any Guarantor or the Parent Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust
solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient without consideration of any reinvestment of
interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption; 




        (b)  no
Default or Event of Default has occurred and is continuing on the date of such deposit or shall occur as a result of the deposit and the deposit shall not result in a
breach or violation of, or constitute a default under, any other instrument to which either Issuer, any Guarantor or the Parent Guarantor is a party or by which either Issuer, any Guarantor or the
Parent Guarantor is bound; 


        (c)  the
Issuers, any Guarantor or the Parent Guarantor have paid or caused to be paid all sums payable by the Issuers under this Indenture; and 



        (d)  the
Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the
redemption date, as the case may be. 


        In
addition, the Issuers must deliver an Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been
satisfied. 


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        Notwithstanding
the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (1) of clause (a) of this Section, the
provisions of Section 12.02 and Section 8.06 shall survive. In addition, nothing in this Section 12.01 shall be deemed to discharge those provisions of Section 7.07 hereof,
that, by their terms, survive the satisfaction and discharge of this Indenture. 


Section 12.02    Application of Trust Money.    


        Subject
to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 


        If
the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers', any Guarantor's and the Parent Guarantor's obligations under this
Indenture, the Notes and the Collateral Documents shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01;  provided that if the Issuers have made any payment of
principal of, premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 


ARTICLE 13.

MISCELLANEOUS  


Section 13.01    Trust Indenture Act Controls.    


        If
any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties shall control. 


Section 13.02    Notices.    


        Any
notice or communication by the Issuers, any Guarantor, the Parent Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others' address: 


        If
to the Issuers and/or any Guarantor and/or the Parent Guarantor: 



c/o
Wynn Las Vegas, LLC

3145 Las Vegas Boulevard South

Las Vegas, NV 89109

Telecopier No.: (702) 733-4596

Attention: Marc Rubinstein, General Counsel 



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        With a copy to: 



Irell &
Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, CA 90067-4276

Telecopier No.: (310) 203-7199

Attention: C. Kevin McGeehan, Esq.

                    Meredith Jackson, Esq. 




        If
to the Trustee: 



Wells
Fargo Bank, National Association

MAC N9303-110

Sixth & Marquette

Minneapolis, MN 55479

Telecopier: (612) 667-2160

Attention: Michael Slade, Corporate Trust Services 




        The
Issuers, any Guarantor, the Parent Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications. 



        All
notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery. 


        Any
notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery
to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.
Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 


        If
a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 


        If
the Issuers mail a notice or communication to Holders, they shall mail a copy to the Trustee and each Agent at the same time. 


Section 13.03    Communication by Holders of Notes with Other Holders of Notes.    



        Holders
may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Guarantors, the Parent
Guarantor, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 


Section 13.04    Certificate and Opinion as to Conditions Precedent.    


        Upon
any request or application by the Issuers to the Trustee to take any action under this Indenture, the Issuers shall furnish to the Trustee: 



        (a)  an
Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof)
stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 


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        (b)  an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 


Section 13.05    Statements Required in Certificate or Opinion.    


        Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §
314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: 


        (a)  a
statement that the Person making such certificate or opinion has read such covenant or condition; 


        (b)  a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


        (c)  a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion
as to whether or not such covenant or condition has been satisfied; and 


        (d)  a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 


Section 13.06    Rules by Trustee and Agents.    


        The
Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 


Section 13.07    No Personal Liability of Directors, Officers, Employees and Equity Holders.    



        No
director, officer, employee, incorporator, organizer, equity holder or member of either Issuer, any Restricted Entity, any of the Restricted Subsidiaries of Wynn Las Vegas or any
Restricted Entity or any Guarantor or the Parent Guarantor, as such, shall have any liability for any obligations of either Issuer, any Restricted Entity, any such Restricted Subsidiary or any
Guarantor or the Parent Guarantor under the Notes, the Note Guarantees, this Indenture, the Collateral Documents or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to
waive liabilities under the federal securities laws. 


Section 13.08    Governing Law.    


        THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 


Section 13.09    No Adverse Interpretation of Other Agreements.    



        This
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers, the Restricted Entities or their respective Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 


Section 13.10    Successors.    


        All
agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of
each Guarantor 


105





 




and the Parent Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05. 


Section 13.11    Severability.    


        In
case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby. 


Section 13.12    Counterpart Originals.    


        The
parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 


Section 13.13    Table of Contents, Headings, etc.    


        The
Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a
part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 


[Signatures on following pages] 


106






   SIGNATURES  



	Dated as of October 30, 2002	 	ISSUERS:
	

 	
 	
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
	

 	
 	

 	
 	

 	
 	

 	
 	

/s/  RONALD KRAMER      
 Name: Ronald Kramer

Title: President
	

 	
 	
WYNN LAS VEGAS CAPITAL CORP.,

a Nevada corporation,
	

 	
 	

By:	
 	

/s/  RONALD KRAMER      
 Name: Ronald Kramer

Title: Vice President
	

 	
 	

 	
 	

 	
 	

 	
 	

 




107





 


	

 	
 	
GUARANTORS:
	

 	
 	
DESERT INN WATER COMPANY, LLC,

a Nevada limited liability company,
	

 	
 	

By:	
 	

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

 	
 	

 	
 	

By:	
 	

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

 	
 	

 	
 	

 	
 	

/s/  RONALD KRAMER      
 Name: Ronald Kramer

Title: President
	

 	
 	
WYNN DESIGN & DEVELOPMENT, LLC,

a Nevada limited liability company,
	

 	
 	

By:	
 	

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

 	
 	

 	
 	

By:	
 	

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

 	
 	

 	
 	

 	
 	

/s/  RONALD KRAMER      
 Name: Ronald Kramer

Title: President
	

 	
 	
WYNN RESORTS HOLDINGS, LLC,

a Nevada limited liability company,
	

 	
 	

By:	
 	

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

 	
 	

 	
 	

By:	
 	

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

 	
 	

 	
 	

 	
 	

/s/  RONALD KRAMER      
 Name: Ronald Kramer

Title: President
	

 	
 	
LAS VEGAS JET, LLC,

a Nevada limited liability company,
	

 	
 	

By:	
 	

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
	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

/s/  RONALD KRAMER      
 Name: Ronald Kramer

Title: President
	
 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 



108





 

	

 	
 	
WORLD TRAVEL, LLC,

a Nevada limited liability company,
	

 	
 	

By:	
 	

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
	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

/s/  RONALD KRAMER      
 Name: Ronald Kramer

Title: President
	

 	
 	
PALO, LLC,

a Delaware 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
	

 	
 	

 	
 	

 	
 	

 	
 	

/s/  RONALD KRAMER      
 Name: Ronald Kramer

Title: President
	

 	
 	
VALVINO LAMORE, LLC,

a Nevada limited liability company,
	

 	
 	

By:	
 	

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

 	
 	

 	
 	

/s/  RONALD KRAMER      
 Name: Ronald Kramer

Title: President
	
 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 



109





 

	

 	
 	
WYNN RESORTS, LIMITED,

a Nevada corporation
	

 	
 	

By:	
 	

/s/  RONALD KRAMER      
 Name: Ronald Kramer

Title: President
	

Attest:	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 Name:

Title:	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	
WELLS FARGO BANK, NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

/s/  MICHAEL SLADE      
 Name: Michael Slade

Title: 
	

Attest:	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

/s/  ILLEGIBLE      
 Authorized Signatory

Date: October 30, 2002	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 




110






   
        [Face of Note] 


CUSIP/CINS
983130 AA3 


12.0%
Second Mortgage Notes due 2010 



	No.     	 	$                        




WYNN
LAS VEGAS, LLC

WYNN LAS VEGAS CAPITAL CORP. 


promises
to pay to CEDE & CO.

or registered assigns, the principal sum of
                                      

Dollars on November 1, 2010.

Interest Payment Dates: May 1 and November 1

Record Dates: April 15 and October 15

Dated: October 30, 2002 



	 	 	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
	

    	
 	

    	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

 Name:

Title:
	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	
WYNN LAS VEGAS CAPITAL CORP.,

a Nevada corporation,
	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

By:	
 	

    
 Name:

Title:
	

 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

By:	
 	

    
 Name:

Title:
	

This is one of the Notes referred to

in the within-mentioned Indenture:	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 





	
WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee
	

By:	
 	

 	
 	

 
	 	 	
 Authorized Signatory	 	 




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[Back
of Note]

12.0% Second Mortgage Notes due 2010 


THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF WYNN LAS VEGAS, LLC AND WYNN LAS VEGAS CAPITAL CORP. 


UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.(1) 




	(1)
	This legend should be included on the Global Notes and omitted from Definitive Notes.




        Capitalized
terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 



        (1)    Interest.    Wynn Las Vegas, LLC, a Nevada limited liability company ("Wynn Las
Vegas") and Wynn Las Vegas Capital Corp., a Nevada corporation ("Wynn Capital," and together with Wynn Las Vegas, the
"Issuers"), as joint and several obligors, promise to pay interest on the principal amount of this Note at 12.0% per annum from October 30, 2002
until maturity. The Issuers shall pay interest semi-annually in arrears on May 1 and November 1 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an "Interest Payment Date"). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;  provided, further,
 that the first Interest Payment Date shall be May 1, 2003. The Issuers shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; they
shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue 



A-2





 


installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. 


        (2)    Method of Payment.    The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons
who are registered Holders of Notes at the close of business on the April 15 or October 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record
date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if
any, and interest at the office or agency of the Issuers maintained for such purpose within or without the City and State of New York, or, at the option of the Issuers, payment of interest may be made
by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to
the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 


        (3)    Paying Agent and Registrar.    Initially, Wells Fargo Bank, National Association, the Trustee under the
Indenture, shall act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. Either Issuer or any of their Restricted Subsidiaries may act in
any such capacity. 


        (4)    Indenture and Collateral Documents.    The Issuers issued the Notes under an Indenture dated as of
October 30, 2002 (the "Indenture") among the Issuers, the Guarantors, the Parent Guarantor and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes
are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Issuers. The Issuers may issue Notes in a maximum aggregate principal amount of
(a) $470.0 million, less (b) the aggregate principal amount of all Indebtedness incurred pursuant to clauses (11) and
(12) of Section 4.09(b) of the Indenture, other than through the issuance of Additional Notes under the Indenture. The Notes and the Note Guarantees are secured by a grant of a security
interest in Collateral pursuant to the Collateral Documents referred to in the Indenture. 


        (5)    Optional Redemption.    



        (a)  Except
as set forth in subparagraph (b) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to November 1, 2006.
Thereafter, the Issuers shall have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages
of principal amount) set forth below plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on November 1 of the years
indicated below: 




	Year
 
	 	Percentage
	 
	2006	 	112.00	%
	2007	 	108.00	%
	2008	 	104.00	%
	2009 and thereafter	 	100.00	%





A-3





 


        (b)  Notwithstanding
the provisions of subparagraph (a) of this Paragraph 5, at any time prior to November 1, 2005, the Issuers may on one or more
occasions redeem up to 35% of the aggregate principal amount of Notes with the net cash proceeds of one or more Qualified Equity Offerings (other than the IPO) at a redemption price equal to 112.0% of
the principal amount redeemed, plus accrued and unpaid interest thereon to the redemption date; provided that at least 65% of the aggregate principal
amount of the Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by Wynn Resorts, any of its Affiliates, any of their
respective employees or the Existing Stockholders), and that such redemption occurs within 60 days of the date of the closing of such Qualified Equity Offering. 




        (6)    Mandatory Redemption.    Other than as set forth in Paragraph 7 below, the Issuers shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes. 



        (7)    Mandatory Disposition or Redemption Pursuant to Gaming Laws.    Notwithstanding any other provision of the
Indenture or this Note, if any Gaming Authority requires a Holder or Beneficial Owner of Notes to be licensed, qualified or found suitable under any applicable Gaming Law and the Holder or Beneficial
Owner (a) fails to apply for a license, qualification or finding of suitability within 30 days after being requested to do so (or such lesser period as required by the Gaming Authority),
or (b) is notified by a Gaming Authority that it shall not be licensed, qualified or found suitable, the Issuers shall have the right, at their option, to: (1) require the Holder or
Beneficial Owner to dispose of its Notes within 30 days (or such lesser period as required by the Gaming Authority) following the earlier of: (a) the termination of the period described
above for the Holder or Beneficial Owner to apply for a license, qualification or finding of suitability, or (b) the receipt of the notice from the Gaming Authority that the Holder or
Beneficial Owner shall not be licensed, qualified or found suitable by the Gaming Authority; or (2) redeem the Notes of the Holder or Beneficial Owner at a redemption price equal to:
(a) the price determined by the Gaming Authority, or (b) if the Gaming Authority does not determine a price, the lesser of: (i) the principal amount of the Notes, and
(ii) the price that the Holder or Beneficial Owner paid for the Notes, in each case, together with accrued and unpaid interest on the Notes to the earlier of (A) the date of redemption
or such earlier date as is required by the Gaming Authority or (B) the date of the finding of unsuitability by the Gaming Authority, which may be less than 30 days following the notice
of redemption. The Issuers shall notify the Trustee in writing of any redemption pursuant to this Section 7 as soon as practicable. 


        Immediately
upon a determination by a Gaming Authority that a Holder or Beneficial Owner of Notes shall not be licensed, qualified or found suitable, the Holder or Beneficial Owner shall
not have any further rights with respect to the Notes to: (a) exercise, directly or indirectly, through any Person, any right conferred by the Notes; or (b) receive any interest or any
other distribution or payment with respect to the Notes, or any remuneration in any form from the Issuers for services rendered or otherwise, except the redemption price of the Notes. 


        The
Issuers are not required to pay or reimburse any Holder or Beneficial Owner of Notes who is required to apply for such license, qualification or finding of suitability for the costs
relating thereto. Those expenses shall be the obligation of the Holder or Beneficial Owner. 


        (8)    Repurchase at Option of Holder.    



        (a)  If
a Change of Control, occurs, the Issuers shall make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if
any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Issuers shall mail a 




A-4





 



notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 


        (b)  If
Wynn Las Vegas, the Restricted Entities or any of their respective Subsidiaries consummate any Asset Sales, within 10 days of each date on which the aggregate
amount of Excess Proceeds exceeds $10.0 million, Wynn Las Vegas shall make an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to
Sections 3.10 and 4.10 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the applicable entity may use those Excess Proceeds for any general corporate purpose not prohibited by the Indenture and the Collateral
Documents. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased in accordance with
the terms of the Indenture. Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from Wynn Las Vegas prior to any related purchase date and may elect to have
such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. Until the Credit Agreement has been repaid in full, there will not be any Excess
Proceeds of Asset Sales. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 


        (c)  If
Wynn Las Vegas, any Restricted Entity or any of their Restricted Subsidiaries experiences an Event of Loss after the Final Completion Date and, within ten days of
each date on which the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, Wynn Las Vegas shall commence an offer (an "Event of Loss
Offer") to all Holders of Notes pursuant to Sections 3.10 and 4.16 of the Indenture, to purchase the maximum principal amount of Notes that may be purchased out of the Excess
Loss Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such offer, in
accordance with the procedures set forth in the Indenture. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the applicable entity may use such Excess Loss Proceeds for
any general corporate purpose not prohibited by the Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered into such Event of Loss Offer exceeds the amount of
Excess Loss Proceeds, the Trustee shall select the Notes to be purchased in accordance with the terms of the Indenture. Holders of Notes that are the subject of an offer to purchase shall receive an
Event of Loss Offer from Wynn Las Vegas prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the
reverse
of the Notes. Until the Credit Agreement has been paid in full, there will not be any Excess Loss Proceeds. Upon completion of each Event of Loss Offer, the amount of Excess Proceeds shall be reset at
zero. 




        (9)    Notice of Redemption.    Notice of redemption shall be mailed at least 30 days but not more than
60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 



        (10)    Denominations, Transfer, Exchange.    The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the 



A-5





 





Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a
record date and the corresponding Interest Payment Date. 


        (11)    Persons Deemed Owners.    The registered Holder of a Note may be treated as its owner for all purposes. 



        (12)    Amendment, Supplement and Waiver.    Subject to certain exceptions, the Indenture, the Notes, the Note
Guarantees and the Collateral Documents may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and Additional Notes,
if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Notes, the Note Guarantees or the Collateral Documents may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder, the Issuers, any Restricted Entity, any Restricted
Subsidiary of Wynn Las Vegas or any Restricted Entity, or any Guarantor or the Parent Guarantor, the Issuers, the Guarantors, the Parent Guarantor and the Trustee may amend or supplement the
Indenture, the Notes, the Note Guarantees or the Collateral Documents to (i) cure any ambiguity, defect or inconsistency, (ii) provide for uncertificated Notes in addition to or in place
of certificated Notes, (iii) provide for the assumption of the Issuers' or any Guarantor's obligations to the Holders of the Notes by a successor to the Issuers or such Guarantor, as the case
may be, in the case of a merger or consolidation or sale of all or substantially all of the Issuers' of such Guarantor's assets pursuant to Article 5 of the Indenture, (iv) make any
change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights of any such Holder under the Indenture, (v) comply
with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, (vi) allow any Guarantor or the Parent Guarantor to execute a supplemental
indenture and/or a Note Guarantee, (vii) enter into additional or supplemental Collateral
Documents or Guarantees or Parent Guarantees, as the case may be, or an intercreditor agreement with respect thereto, or (viii) provide for Additional Notes in accordance with the limitations
set forth in the Indenture as of the date of the Indenture. 


        (13)    Defaults and Remedies.    Events of Default include: (i) default for 30 days in the payment when
due of interest on the Notes; (ii) default in payment when due of principal of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in
connection with an offer to purchase) or otherwise, (iii) failure by Wynn Capital, Wynn Las Vegas, any Restricted Entity or any of their Restricted Subsidiaries to comply with
Section 4.07, 4.09, 4.10, 4.15, 4.16 or 5.01 of the Indenture; (iv) failure by Wynn Capital, any Restricted Entity or any of their Restricted Subsidiaries for 60 days after
written notice from the Trustee to comply with certain other agreements in the Indenture, not set forth in clause (iii) above, or failure by Wynn Resorts for 60 days after receipt of
written notice from the Trustee to comply with the provisions of the Parent Guarantee or, if applicable, any Parent Security Agreement; (v) default under the Disbursement Agreement;
(vi) failure by Wynn Capital, any Restricted Entity or any of their respective Restricted Subsidiaries, the Completion Guarantor or any other party thereto (other than the Trustee or any
representative of the lenders under the Credit Agreement or other lenders party thereto) for 60 days after receipt of written notice from the Trustee to comply with any of its agreements, as
applicable, in any Collateral Document; (vii) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by Wynn Las 



A-6





 





Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries (or the payment of which is guaranteed by any such Person) whether such Indebtedness or guarantee now exists, or is
created after the date of the Indenture, if that default (a) is caused by a Payment Default or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in
each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has
been so accelerated, aggregates $10.0 million or more; (viii) failure by Wynn Capital, Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries to pay
final non-appealable judgments (not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) aggregating in excess of $10.0 million,
which judgments are not paid, bonded, discharged or stayed for a period of 60 days; (ix) any of the Collateral Documents shall cease, for any reason (other than pursuant to their terms),
to be in full force and effect, or Wynn Capital, Wynn Las Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries or any Affiliate of any such Person or any Person acting on
behalf of any such Person, shall so assert as to any of such Person's properties or assets, or any security interest created, or purported to be created, by any of the Collateral Documents shall cease
to be enforceable and of the same effect and priority purported to be created by the Collateral Documents; (x) any representation or warranty made or deemed made by Wynn Capital, Wynn Las
Vegas, any Restricted Entity or any of their respective Restricted Subsidiaries in any Collateral Document or that is contained in any certificate, document or financial or other statement furnished
by it at any time under or in connection with any such Collateral Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made;  provided that the
inaccuracy of any representation or warranty contained only in the Disbursement Agreement shall constitute an Event of Default under
the Indenture only to the extent such inaccuracy constitutes a Disbursement Agreement Event of Default; (xi) except as expressly provided therein, the Completion Guarantee, the Construction
Contract Guarantee, any Note Guarantee issued by a Restricted Entity, a Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity, or the Parent Guarantee shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or the Completion Guarantor, any Restricted Entity, any Restricted Subsidiary or the Parent
Guarantor, or any Person acting on behalf of any such Person, shall deny or disaffirm its obligations under its Note
Guarantee or, as the case may be, its Parent Guarantee; (xii) certain events of bankruptcy or insolvency described in the Indenture with respect to any Material Entity; (xiii) the
Project has not achieved Completion on or before the Outside Completion Deadline; (xiv) after the Opening Date, revocation, termination, suspension or other cessation of effectiveness of any
Gaming License which results in the cessation or suspension of gaming operations at any Gaming Facility for a period of more than 90 consecutive days; or (xv) if Wynn Las Vegas ever fails to
own 100% of the issued and outstanding Equity Interests of Wynn Capital. 


        In
the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to any Material Entity, all outstanding Notes shall become due and payable
immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture, the Intercreditor Agreements and in the
other Collateral Documents. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default
relating to the payment of principal or interest or premium, if any. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice 



A-7





 





to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of
Default in the payment of interest or premium, if any, on, or the principal of, the Notes. In the case of any Event of Default occurring on or after November 1, 2006 by reason of any willful
action or inaction taken or not taken by or on behalf of either Issuer, any Restricted Entity, any Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity, any Guarantor or the Parent
Guarantor or any of their respective Subsidiaries with the intention of avoiding payment of the premium that the Issuers would have had to pay if the Issuers then had elected to redeem the Notes
pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the
Notes. If an Event of Default occurs prior to November 1, 2006, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of either Issuer, any Restricted Entity, any
Restricted Subsidiary of Wynn Las Vegas or any Restricted Entity, any Guarantor or the Parent Guarantor or any of their respective Subsidiaries with the intention of avoiding the prohibition on
redemption of the Notes prior to November 1, 2006, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration
of the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture and the Collateral Documents. Upon becoming aware of any Default or Event
of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default. 


        (14)    Trustee Dealings with Issuers.    The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any
conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 of the Indenture. 


        (15)    No Recourse Against Others.    No director, officer, employee, incorporator, organizer, equity holder or
member of either Issuer, any Restricted Entity, any of the Restricted Subsidiaries of Wynn Las Vegas or any Restricted Entity, or any Guarantor or the Parent Guarantor, as such, shall have any
liability for any obligations of either Issuer, any Restricted Entity, any such Restricted Subsidiary or any Guarantor or the Parent Guarantor under the Notes, the Note Guarantees the Indenture, the
Collateral Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 


        (16)    Authentication.    This Note shall not be valid until authenticated by the manual signature of the Trustee or
an authenticating agent. 


        (17)    Abbreviations.    Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act). 


        (18)    CUSIP Numbers.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 



A-8





 

        The
Issuers shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Collateral Documents. Requests may be made to: 



c/o
Wynn Las Vegas, LLC

3145 Las Vegas Boulevard South

Las Vegas, NV 89109

Telecopier No.: (702) 733-4596

Attention: Marc Rubinstein, General Counsel 



A-9






   ASSIGNMENT FORM  


        To assign this Note, fill in the form below: 



	(I) or (we) assign and transfer this Note to:	 	 
	 	 	
 (Insert assignee's legal name)
	



	
 	

 
	

 (Insert assignee's soc. sec. or tax I.D. no.)
	


	


	


	

 (Print or type assignee's name, address and zip code)





and
irrevocably appoint
                                         
        to transfer this Note on the books of the Issuers. The agent may substitute another to act for him. 


Date:                              




	

 	

 	

Your Signature:	

 
	 	 	 	

	 	 	(Sign exactly as your name appears on the face of this Note)
	

Signature Guarantee*:	

 	

 	

 
	 	
	 






	*
	Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


A-10






   OPTION OF HOLDER TO ELECT PURCHASE  


        If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10, 4.15 or 4.16 of the Indenture, check the appropriate box below: 


o    Section 4.10                            o    Section 4.15                            o    Section 4.16
 


        If
you want to elect to have only part of the Note purchased by the Issuers pursuant to Section 4.10, Section 4.15 or Section 4.16 of the Indenture, state the amount
you elect to have purchased: 


$                            



Date:                            




	

 	

 	

Your Signature:	

 
	 	 	 	

	 	 	(Sign exactly as your name appears on the face of this Note)





	

 	
 	

Tax Identification No.:	
 	

 
	 	 	 	 	






	

Signature Guarantee*:	
 	

 	
 	

 
	 	 	
	 	 






	*
	Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 


A-11






   SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*  


        The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been made: 



	Date of Exchange
 
	 	Amount of decrease in

Principal Amount

of this Global Note
	 	Amount of increase in

Principal Amount

of this Global Note
	 	Principal Amount

of this Global Note

following such decrease

(or increase)
	 	Signature of authorized

officer of Trustee or

Custodian

	        	 	 	 	 	 	 	 	 
	        	 	 	 	 	 	 	 	 
	        	 	 	 	 	 	 	 	 
	        	 	 	 	 	 	 	 	 
	        	 	 	 	 	 	 	 	 






	*
	This schedule should be included only if the Note is issued in global form. 


A-12






   EXHIBIT B  


[FORM OF NOTATION OF GUARANTEE]  


        For value received, each of the Guarantors and the Parent Guarantor (which terms include any successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of October 30, 2002 (the
"Indenture") among Wynn Las Vegas, LLC, a Nevada limited liability company ("Wynn Las Vegas") and Wynn
Las Vegas Capital Corp., a Nevada corporation ("Wynn Capital," and together with Wynn Las Vegas, the
"Issuers"), as joint and several obligors, and Desert Inn Water Company, LLC, a Nevada limited liability company, Wynn Design & Development, LLC,
a Nevada limited liability company, Wynn Resorts Holdings, LLC, a Nevada limited liability company, Las Vegas Jet, LLC, a Nevada limited liability company, World Travel, LLC, a Nevada limited
liability company, Palo, LLC, a Delaware limited liability company, Valvino Lamore, LLC, a Nevada limited liability company, and Wynn Resorts, Limited, a Nevada corporation, as guarantors (the
"Guarantors") and Wells Fargo Bank, National Association, as trustee (the "Trustee"), (a) the due
and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual
payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all
in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of
Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise
terms of the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such
Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact
of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject
in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture. 



	 	 	[NAME OF GUARANTOR(S)]
	

 	
 	

By:	
 	

        

	 	 	Name:

Title:




B-1






   EXHIBIT C  


[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]  


        SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of                        , 200 ,
among                        (the "Guaranteeing Subsidiary"), a subsidiary of
Valvino Lamore, LLC, a Nevada limited liability
company, 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"), the Guarantors and the Parent
Guarantor (each, as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the
"Trustee"). 


W
I T N E S S E T H 


        WHEREAS,
the Guaranteeing Subsidiary, the other Guarantors, the Parent Guarantor and the Issuers are members of a consolidated group of entities, the success of each member of which is
mutually interdependent on the success of the other members, and the Guaranteeing Subsidiary expects to derive substantial direct and indirect benefit from the issuance of the Notes under the
Indenture and the application of the proceeds thereof; 


        WHEREAS,
the Issuers have heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of October 30,
2002 providing for the issuance of an aggregate principal amount of (a) $470.0 million, less (b) the aggregate principal amount of
all Indebtedness incurred pursuant to clauses (11) and (12) of Section 4.09(b) of the Indenture, other than through the issuance of Additional Notes under the Indenture, of 12.0%
Second Mortgage Notes due 2010 (the "Notes"); 


        WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers' Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the
"Note Guarantee"); and 


        WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 


        NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 


        1.    CAPITALIZED TERMS.    Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture. 


        2.    AGREEMENT TO GUARANTEE.    The Guaranteeing Subsidiary hereby agrees as follows: 



        (a)  Along
with all Guarantors named in the Indenture and the Parent Guarantor, to jointly, severally and unconditionally Guarantee to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns, the Notes, the Collateral Documents or the obligations of the Issuers hereunder or thereunder, that: 



        (i)    the
principal of, and premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly
paid in full or performed, all in accordance with the terms hereof and thereof; and 




C-1





 


        (ii)  in
case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. 




        Failing
payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Parent Guarantor shall be jointly and severally
obligated to pay the same immediately. 


        (b)  The
obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or the Collateral Documents, the
absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor or the Parent Guarantor. 



        (c)  The
following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either Issuer, any
right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. 


        (d)  This
Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary
accepts all obligations of a Guarantor under the Indenture. 


        (e)  If
any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors, the Parent Guarantor or any custodian, trustee, liquidator
or other similar official acting in relation to either of the Issuers, any Guarantor or the Parent Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect. 


        (f)    The
Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in
full of all obligations guaranteed hereby. 


        (g)  As
between the Guarantors and the Parent Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such
obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors and the Parent Guarantor for the purpose of this Note Guarantee. 


        (h)  The
Guarantors and the Parent Guarantor shall have the right to seek contribution from any non-paying Guarantor or the Parent Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the Note Guarantee. 



        (i)    Pursuant
to Section 11.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any
applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor or the
Parent Guarantor in respect of the obligations of such other Guarantor or the Parent Guarantor under Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount
permissible such that the obligations of such Guarantor or the Parent Guarantor under this Note Guarantee shall not constitute a fraudulent transfer or conveyance. 



C-2





 





        3.    EXECUTION AND DELIVERY.    Each Guaranteeing Subsidiary agrees that the Note Guarantees
shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 



        4.    GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.    



        (a)  The
Guaranteeing Subsidiary may not, directly or indirectly (1) consolidate or merge with or into another Person (whether or not such Guarantor is the surviving
entity) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of (a) Wynn Las Vegas, the Restricted Entities and their
respective Restricted Subsidiaries, taken as a whole, (b) Wynn Las Vegas and its Restricted Subsidiaries, taken as a whole, or (c) such Guarantor, in one or more related transactions, to
another Person, unless: 



        (i)    either
(a) such Guarantor is the surviving entity or (b) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor)
or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state of the United
States or the District of Columbia; 


        (ii)  the
Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of such Guarantor under the Notes, the Indenture, the Note Guarantees and the Collateral Documents pursuant to agreements reasonably
satisfactory to the Trustee; provided that this Section 4(a)(ii) shall not apply to any merger, consolidation, sale, assignment, transfer,
conveyance or other disposition of assets of a Guarantor with, into or to Wynn Las Vegas, so
long as, in the case of any consolidation or merger, Wynn Las Vegas is the survivor of such consolidation or merger; 


        (iii)  immediately
after such transaction, no Default or Event of Default exists; 


        (iv)  such
transaction would not result in the loss or suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective at
no material cost prior to or simultaneously with such loss, suspension or material impairment; 


        (v)  such
Guarantor or the Person formed by or surviving any such consolidation or merger or to which such sale, assignment, transfer, conveyance or other disposition shall
have been made shall have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of such Guarantor immediately preceding the transaction
(excluding the effect of the related professional fees, commissions, sales and other taxes, and other transactional costs that would otherwise reduce Consolidated Net Worth); 


        (vi)  in
the case of a consolidation or merger of a Guarantor that is a Restricted Subsidiary of Wynn Las Vegas or the sale, assignment, transfer, conveyance or other
disposition of the property or assets of such Guarantor, the Issuers shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same
had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in Section 4.09(a) of the Indenture; and 


        (vii) such
transaction, at the time it is undertaken, would not require any Holder or Beneficial Owner of Notes to obtain a Gaming License or be qualified or found suitable
under the law of any applicable gaming jurisdiction; provided that such Holder or Beneficial Owner would not have been required to obtain a Gaming
License or be qualified or found suitable under the laws of any applicable gaming jurisdiction in the absence of such transaction. 




C-3





 







        Notwithstanding
the foregoing provisions or the provisions of Section 5.01(a) of the Indenture, a Guarantor may consolidate or merge with or into another Guarantor, or sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its properties or assets to another Guarantor, so long as (1) the conditions in clauses (iii), (iv) and
(vii) of the preceding paragraph are satisfied, and (2) such Guarantor or the Person formed by or surviving any such consolidation or merger, or the Guarantor to which such sale,
assignment, transfer, conveyance or other disposition shall have been made, as the case may be, is Solvent. 



        (b)  In
addition, no Guarantor may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other
Person. This Section 4 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets (excluding any sale, assignment, transfer, conveyance or disposition of assets
that would otherwise be subject to this Section 4 from a Person that is a Guarantor to a Person, other than Wynn Las Vegas, that is not a Guarantor): 



        (i)    to
Wynn Las Vegas and/or its Restricted Subsidiaries, 


        (ii)  between
Wynn Resorts Holdings and Valvino Lamore, excluding a transfer of any or all of the Golf Course Land, unless such Golf Course Land is then a Released Asset, 


        (iii)  by
(i) any Restricted Entity or any Restricted Subsidiary of a Restricted Entity, that, in each case, is not a Guarantor to (ii) any Restricted Entity or
any Restricted Subsidiary of a Restricted Entity that, in each case, is a Guarantor, or 


        (iv)  by
any Wynn Group Entity to any Restricted Entity. 





        For
purposes of this Section 4, a sale of properties or assets by a Guarantor shall not constitute a sale of "substantially all of the properties or assets" of that Guarantor if,
following that sale, the Guarantor owns or holds (1) any of the Water Rights for the Project (excluding Water Rights that are then Released Assets), or (2) any of the Phase II Land or
the Golf Course Land (excluding any such land that is then a Released Asset). 



        Notwithstanding
the provisions of this Section 4 or the provisions of Section 5.01 of the Indenture, each Guarantor is permitted to reorganize as a corporation pursuant to
a Permitted C-Corp. Conversion. 



        (c)  In
case of any such consolidation, merger, sale or conveyance of or involving a Guarantor and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions
of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named in the Indenture as a
Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable under the Indenture which theretofore shall not have
been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees
theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 


        (d)  Except
as set forth in Articles 4 and 5 of the Indenture, and notwithstanding clauses (a), (b) and (c) above, nothing contained in the Indenture or in any
of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuers or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an
entirety or substantially as an entirety to the Issuers or another Guarantor. 



C-4





 





        5.    RELEASES.    



        (a)  Subject
to compliance with Section 5.01 of the Indenture, the Note Guarantee of a Guarantor and the security interests granted by that Guarantor to secure its
Note Guarantee shall be released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation)
to a Person that is not (either before or after giving effect to such transaction) Wynn Las Vegas, a Restricted Entity or one of their respective Restricted Subsidiaries, or the Parent Guarantor, if
the sale or other disposition complies with the applicable provisions of the Indenture, including, without limitation, Section 4.10 of the Indenture; or (2) in connection with any sale
of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) Wynn Las Vegas, a Restricted Entity or one of their respective Restricted
Subsidiaries, or the Parent Guarantor, if the sale complies with the applicable provisions of the Indenture, including, without limitation, Section 4.10 of the Indenture. Upon delivery by Wynn
Las Vegas to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of the
Indenture, including, without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee. 


        (b)  In
the event Wynn Las Vegas properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to the terms of the Indenture, such
Guarantor shall be released and relieved of any obligations under its Note Guarantee. 


        (c)  Any
Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the
other obligations of any Guarantor and the Parent Guarantor under the Indenture as provided in Article 11 of the Indenture. 




        6.    NO RECOURSE AGAINST OTHERS.    No director, officer, employee, incorporator, organizer,
equity holder or member of any Guarantor or the Parent Guarantor shall have any liability for any obligations of either Issuer, any Restricted Entity, any such Restricted Subsidiary or any Guarantor
or the Parent Guarantor under the Notes, the Note Guarantees, the Indenture, the Collateral Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by
accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the
federal securities laws. 


        7.    NEW YORK LAW TO GOVERN.    THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY. 


        8.    CONFLICTS WITH INDENTURE.    This Supplemental Indenture is subject to all terms of the
Indenture. To the extent any provision of this Supplemental Indenture conflicts with express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 


        9.    COUNTERPARTS.    The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 


        10.    EFFECT OF HEADINGS.    The Section headings herein are for convenience only and shall
not affect the construction hereof. 


        11.    THE TRUSTEE.    The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and
the Issuers. 


C-5





 

        IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. 


        Dated:                        ,
20    



	 	 	[GUARANTEEING SUBSIDIARY]
	

 	
 	

By:

Name:

Title:	
 	

        

	

 	
 	
ISSUERS:
	

 	
 	
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
	

 	
 	

 	
 	

 	
 	

 	
 	

 Name:

Title:
	

 	
 	
WYNN LAS VEGAS CAPITAL CORP.,

a Nevada corporation,
	

 	
 	

By:

Name:

Title:	
 	

        

	

 	
 	
[EXISTING GUARANTORS]
	

 	
 	

By:

Name:

Title:	
 	

        

	

 	
 	
WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Trustee
	

 	
 	

By:	
 	

        
 Authorized Signatory




C-6






   EXHIBIT D  


        PROJECT SITE  


D-1






   EXHIBIT E  


COLLATERAL DOCUMENTS  


	1.
	Disbursement
Agreement



	2.
	FF&E
Intercreditor Agreement



	3.
	Project
Lenders Intercreditor Agreement



	4.
	Management
Fees Subordination Agreement



	5.
	Guarantee
and Collateral Agreement by and between Wynn Las Vegas and the other Grantors (as defined therein) in favor of the Trustee



	6.
	Local
Second Mortgage Notes Collateral Account Agreement by and between the Issuers, Wynn Design, the Trustee and the entity named therein as custodian and securities intermediary (the
"Securities Intermediary")



	7.
	Second
Mortgage Notes Company Collateral Account Agreement by and between the Issuers, Wynn Design, the Trustee and the Securities Intermediary



	8.
	Second
Mortgage Notes Completion Guaranty Collateral Account Agreement by and between Wynn Completion Guarantor, LLC, the Trustee and the Securities Intermediary



	9.
	Deeds
of Trust:



	a.
	Deed
of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filings by Palo, LLC in favor of the Trustee



	b.
	Deed
of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filings by Wynn Las Vegas in favor of the Trustee



	c.
	Deed
of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filings by Wynn Resorts Holdings in favor of the Trustee



	d.
	Deed
of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filings by Valvino Lamore in favor of the Trustee 









	10.
	Intellectual
Property Security Agreements:



	a.
	Intellectual
Property Security Agreement by                        in favor of the Trustee



	b.
	Intellectual
Property Security Agreement by                        in favor of the Trustee



	c.
	Intellectual
Property Security Agreement by                        in favor of the Trustee 









	11.
	Indemnity
Agreements:



	a.
	Indemnity
Agreement executed by Palo, LLC in favor of the Trustee regarding environmental indemnity



	b.
	Indemnity
Agreement executed by Wynn Las Vegas in favor of the Trustee regarding environmental indemnity



	c.
	Indemnity
Agreement executed by Wynn Resorts Holdings in favor of the Trustee regarding environmental indemnity



	d.
	Indemnity
Agreement executed by Valvino Lamore in favor of the Trustee regarding environmental indemnity 









	12.
	Parent
Guaranty by Wynn Resorts, Limited in favor of the Trustee 


E-1





 
	13.
	UCC
Financing Statements:



	a.
	UCC
Financing Statement of Wynn Las Vegas in favor of the Trustee



	b.
	UCC
Financing Statement of Valvino Lamore in favor of the Trustee



	c.
	UCC
Financing Statement of Wynn Capital in favor of the Trustee



	d.
	UCC
Financing Statement of Palo, LLC in favor of the Trustee



	e.
	UCC
Financing Statement of Wynn Resorts Holdings in favor of the Trustee



	f.
	UCC
Financing Statement of Desert Inn Water Company, LLC in favor of the Trustee



	g.
	UCC
Financing Statement of Wynn Design in favor of the Trustee



	h.
	UCC
Financing Statement of World Travel, LLC in favor of the Trustee



	i.
	UCC
Financing Statement of Las Vegas Jet, LLC in favor of the Trustee



	j.
	UCC
Financing Statement of Wynn Completion Guarantor, LLC in favor of the Trustee 









	14.
	UCC-1
Fixture Filings:



	a.
	UCC-1
Fixture Filing of Valvino Lamore in favor of the Trustee



	b.
	UCC-1
Fixture Filing of Wynn Las Vegas in favor of the Trustee



	c.
	UCC-1
Fixture Filing of Palo, LLC in favor of the Trustee



	d.
	UCC-1
Fixture Filing of Wynn Resorts Holdings in favor of the Trustee 






        Capitalized
terms not defined herein shall have the meanings assigned to such terms in the Indenture to which this Exhibit E is attached. 


E-2








   EXHIBIT F  


FORM OF INTERCOMPANY NOTE  



	$                        	 	Las Vegas, Nevada

                        ,        





        FOR
VALUE RECEIVED, the undersigned, [INSERT NAME OF GUARANTOR], a                        ("Maker"), hereby promises to
pay to the order of [                        ](1), a Nevada
[                        ] ("Lender"), the principal amount of
$                        on                 
       ,            , and to pay interest thereon from the date hereof, semiannually
on                        and                 
       of each year (each, an
"Interest Payment Date"), commencing                        , at the rate
of            % per annum, until the principal hereof is paid or duly made
available for payment. Interest on this Note shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. In no event shall interest be charged under
this Note which would violate any applicable law. All such payments of principal and interest shall be payable without defense, set-off or counterclaim, in lawful money of the United
States of America, and delivered to Lender by good and sufficient funds by wire transfer to Lender's account or by check delivered to Lender's address or at such other place as Lender or any holder
hereof shall designate in writing for such purpose from time to time. If a payment hereunder otherwise would become due and payable on a Saturday, Sunday or legal holiday, the due date thereof shall
be extended to the next succeeding business day. 




	(1)
	Insert the name of Wynn Las Vegas or the applicable Restricted Entity or Restricted Subsidiary, as the case may be.



        This
Note may be prepaid in whole or in part at any time. Any prepayment shall be without penalty. Any partial principal prepayment under this Note shall be applied against the principal
due hereunder at maturity. This Note shall be non-negotiable. 


        No
waiver or modification of any of the terms of this Note shall be valid or binding unless set forth in a writing specifically referring to this Note and signed by a duly authorized
officer of Lender or any holder hereof, and then only to the extent specifically set forth therein. 


        If
any default occurs in any payment due under this Note, Maker and all guarantors and endorsers hereof, if any, and their successors and assigns, promise to pay all costs and expenses,
including attorneys' fees, incurred by each holder hereof in collecting or attempting to collect the indebtedness under this Note, whether or not any action or proceeding is commenced. None of the
provisions hereof and none of the holder's rights or remedies hereunder on account of any past or future defaults shall be deemed to have been waived by the holder's acceptance of any past due
installments or by any indulgence granted by the holder to Maker. 


        This
Note shall inure to the benefit of Lender, its successors and assigns and shall bind the heirs, executors, administrators, successors and assigns of Maker. 


        In
the event that any one or more provisions of this Note shall be held to be illegal, invalid or otherwise unenforceable, the same shall not affect any other provision of this Note and
the remaining provisions of this Note shall remain in full force and effect. 


        Notwithstanding
anything to the contrary in this Note, the indebtedness represented by the Aircraft Note (as defined in the Indenture, dated as of October 30, 2002 (the
"Indenture"), among Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. as issuers, Wynn Resorts, Limited and the other guarantors named therein and
Wells Fargo Bank, National Association, as trustee (in such capacity, the 


F-1





 




"Trustee") shall be (1) separate and distinct from the indebtedness represented by this Note and (2) neither reflected in the principal
amount hereof nor subject to the terms hereof. 


        This
Note has been pledged by the Lender in favor of the Trustee under the Indenture to secure any and all of its obligations under the Indenture and the Notes and the Collateral
Documents (in each case, as defined in the Indenture). The Maker acknowledges and agrees that the Trustee may, subject to the Intercreditor Agreements (as defined in the Indenture), exercise all the
rights of the Lender under this Note after the occurrence and during the continuance of an Event of Default (as defined in the Indenture) and will not be subject to any abatement, reduction,
recoupment, defense, setoff or counterclaim available to the Maker. 


        This
Note shall be governed by and construed in accordance with the internal laws of the State of Nevada. 


        IN
WITNESS WHEREOF, the Maker has caused this Note to be duly executed as of the day and year first written above. 



	 	 	[INSERT NAME OF GUARANTOR]
	

 	
 	

By:	
 	

        

	 	 	Name:	 	        

	 	 	Title:	 	        





F-2









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