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Exhibit 10.10    
  


LOAN AGREEMENT  


 by and among  


 WYNN LAS VEGAS, LLC,

AS BORROWER,  


 WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,

NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS COLLATERAL AGENT,  


 AND  


 THE PERSONS LISTED ON SCHEDULE IA HERETO,

AS LENDERS  


 dated as of October 30, 2002




 BANC OF AMERICA LEASING & CAPITAL, LLC

AND

DEUTSCHE BANK SECURITIES INC.,

AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNING MANAGERS





 
 
 

TABLE OF CONTENTS    
  



	Section
 
	 	Heading
	 	Page

	SECTION 1.	 	DEFINITIONS	 	1
	 	Section 1.1.	 	Use of Defined Terms	 	1
	

SECTION 2.	
 	

CONDITIONS PRECEDENT TO DOCUMENT CLOSING DATE FUNDINGS; APPLICATION OF PAYMENTS	
 	

1
	 	Section 2.1.	 	Effectiveness of Loan Agreement	 	1
	 	Section 2.2.	 	[Reserved]	 	1
	 	Section 2.3.	 	Fundings Generally	 	1
	 	Section 2.4.	 	Preliminary Notice Review	 	3
	 	Section 2.5.	 	Advance Dates	 	3
	 	Section 2.6.	 	Mutilated, Destroyed, Lost or Stolen Notes	 	4
	 	Section 2.7.	 	Fees	 	4
	

SECTION 3.	
 	

OPTIONAL PAYMENTS; INTEREST AND PRINCIPAL PAYMENTS BY THE BORROWER	
 	

5
	 	Section 3.1.	 	Optional Payments of Principal	 	5
	 	Section 3.2.	 	Scheduled Payments of Principal; Mandatory Prepayments	 	5
	 	Section 3.3.	 	Interest Rates and Payment Dates	 	5
	 	Section 3.4.	 	Pro Rata Treatment and Payments	 	6
	 	Section 3.5.	 	Computations; Interest Rate Determination; Conclusive Determinations	 	6
	 	Section 3.6.	 	Highest Lawful Rate	 	7
	 	Section 3.7.	 	Adjustment	 	8
	 	Section 3.8.	 	Payments and Distributions	 	8
	

SECTION 4.	
 	

CONDITIONS PRECEDENT TO ADVANCES	
 	

9
	 	Section 4.1.	 	Conditions Precedent to the Initial Advance	 	9
	 	Section 4.2.	 	Conditions Precedent to Each Advance	 	10
	

SECTION 5.	
 	

REPRESENTATIONS AND WARRANTIES	
 	

11
	 	Section 5.1.	 	Representations and Warranties of the Borrower	 	11
	 	Section 5.2.	 	Representations and Warranties of Lenders	 	20
	 	Section 5.3.	 	Representations and Warranties of Collateral Agent	 	21
	

SECTION 6.	
 	

AFFIRMATIVE COVENANTS	
 	

22
	 	Section 6.1.	 	Financial Statements	 	22
	 	Section 6.2.	 	Certificates; Other Information	 	23
	 	Section 6.3.	 	Payment of Obligations	 	25
	 	Section 6.4.	 	Conduct of Business and Maintenance of Existence, Etc	 	25
	 	Section 6.5.	 	Maintenance of Property; Leases; Insurance	 	25
	 	Section 6.6.	 	Inspection of Property; Books and Records; Discussions	 	26
	 	Section 6.7.	 	Notices	 	26
	 	Section 6.8.	 	Environmental Laws; Permits	 	26
	 	Section 6.9.	 	[Intentionally Omitted]	 	27
	 	Section 6.10.	 	Additional Subsidiaries and Discharge of Liens	 	27
	 	Section 6.11.	 	Use of Proceeds	 	28
	 	Section 6.12.	 	Compliance with Laws, Project Documents, Etc.; Permits	 	28
	 	Section 6.13.	 	Further Assurances	 	28
	 	Section 6.14.	 	[Reserved]	 	29
	 	Section 6.15.	 	[Reserved]	 	29
	 	Section 6.16.	 	Use of Proceeds on Initial Advance Date	 	29



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	 	Section 6.17.	 	Appraisal	 	29
	

SECTION 7.	
 	

NEGATIVE COVENANTS	
 	

29
	 	Section 7.1.	 	Financial Condition Covenants	 	29
	 	Section 7.2.	 	Limitation on Indebtedness	 	31
	 	Section 7.3.	 	Limitation on Liens	 	33
	 	Section 7.4.	 	Limitation on Fundamental Changes	 	35
	 	Section 7.5.	 	Limitation on Disposition of Property	 	36
	 	Section 7.6.	 	Limitation on Restricted Payments	 	40
	 	Section 7.7.	 	Limitation on Capital Expenditures	 	41
	 	Section 7.8.	 	Limitation on Investments	 	42
	 	Section 7.9.	 	Limitation on Optional Payments and Modifications of Governing Documents	 	43
	 	Section 7.10.	 	Limitation on Transactions with Affiliates	 	43
	 	Section 7.11.	 	Limitation on Sales and Leasebacks	 	44
	 	Section 7.12.	 	Limitation on Changes in Fiscal Periods	 	45
	 	Section 7.13.	 	Limitation on Negative Pledge Clauses	 	45
	 	Section 7.14.	 	Limitation on Restrictions on Subsidiary Distributions, Etc	 	45
	 	Section 7.15.	 	Limitation on Lines of Business	 	45
	 	Section 7.16.	 	Restrictions on Changes	 	45
	 	Section 7.17.	 	Limitation on Formation and Acquisition of Subsidiaries and Purchase of Capital Stock	 	46
	 	Section 7.18.	 	Limitation on Hedge Agreements	 	46
	 	Section 7.19.	 	Limitation on Sale or Discount of Receivables	 	46
	 	Section 7.20.	 	Limitation on Zoning and Contract Changes and Compliance	 	46
	 	Section 7.21.	 	No Joint Assessment; Separate Lots	 	47
	 	Section 7.22.	 	Restrictions on Payments of Management Fees	 	47
	 	Section 7.23.	 	Additional Material Contracts	 	47
	 	Section 7.24.	 	Lease Terminations	 	47
	

SECTION 8.	
 	

RISK OF LOSS; INSURANCE	
 	

47
	 	Section 8.1.	 	Casualty	 	47
	 	Section 8.2.	 	Insurance Coverages	 	51
	 	Section 8.3.	 	Insurance Certificates	 	53
	

SECTION 9.	
 	

EVENTS OF DEFAULT AND REMEDIES	
 	

53
	 	Section 9.1.	 	Events of Default	 	53
	 	Section 9.2.	 	Remedies on Default	 	57
	 	Section 9.3.	 	Remedies on Aircraft Default	 	57
	

SECTION 10.	
 	

ASSIGNMENT BY LENDERS; PARTICIPATIONS	
 	

58
	 	Section 10.1.	 	Assignments	 	58
	 	Section 10.2.	 	Participations	 	58
	 	Section 10.3.	 	Pledges	 	59
	

SECTION 11.	
 	

THE COLLATERAL AGENT	
 	

59
	 	Section 11.1.	 	Appointment	 	59
	 	Section 11.2.	 	Delegation of Duties	 	59
	 	Section 11.3.	 	Exculpatory Provisions	 	59
	 	Section 11.4.	 	Reliance by Collateral Agent; Indemnity	 	60
	 	Section 11.5.	 	Notice of Default	 	61
	 	Section 11.6.	 	Non-Reliance on Collateral Agent and Other Lenders	 	61



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	 	Section 11.7.	 	Indemnification	 	61
	 	Section 11.8.	 	Collateral Agent in Its Individual Capacity	 	61
	 	Section 11.9.	 	Successor Collateral Agent	 	62
	 	Section 11.10.	 	Action upon Instructions	 	62
	

SECTION 12.	
 	

INDEMNITY	
 	

62
	 	Section 12.1.	 	General Indemnification	 	62
	 	Section 12.2.	 	General Tax Indemnity	 	64
	 	Section 12.3.	 	Gross Up	 	66
	 	Section 12.4.	 	Increased Capital Costs	 	66
	 	Section 12.5.	 	Environmental Indemnity	 	67
	 	Section 12.6.	 	Eurodollar Rate Illegal, Unavailable or Impracticable	 	67
	 	Section 12.7.	 	Funding Losses	 	68
	 	Section 12.8.	 	Actions of Lenders	 	68
	

SECTION 13.	
 	

GENERAL CONDITIONS	
 	

68
	 	Section 13.1.	 	Payment of Transaction Costs and Other Costs	 	68
	 	Section 13.2.	 	Effect of Waiver	 	69
	 	Section 13.3.	 	Survival of Covenant	 	69
	 	Section 13.4.	 	Applicable Law	 	69
	 	Section 13.5.	 	Effect and Modification	 	69
	 	Section 13.6.	 	Notices	 	70
	 	Section 13.7.	 	Consideration for Consents to Waivers and Amendments	 	71
	 	Section 13.8.	 	Severability	 	71
	 	Section 13.9.	 	Successors and Assigns	 	71
	 	Section 13.10.	 	No Third-Party Beneficiaries	 	71
	 	Section 13.11.	 	Brokers	 	71
	 	Section 13.12.	 	Captions; Table of Contents	 	72
	 	Section 13.13.	 	Schedules and Exhibits	 	72
	 	Section 13.14.	 	Submission to Jurisdiction	 	72
	 	Section 13.15.	 	Jury Trial	 	72
	 	Section 13.16.	 	Role of Banc of America Leasing & Capital, LLC and Deutsche Bank Securities Inc.	 	72
	 	Section 13.17.	 	Confidentiality	 	73
	 	Section 13.18.	 	Gaming Authorities	 	73
	 	Section 13.19.	 	Trust Agreement	 	73
	 	Section 13.20.	 	Accounting Changes	 	73
	 	Section 13.21.	 	Disclosure	 	73
	Signature Page	 	 	 	74
	Signature Page	 	 	 	75




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APPENDICES  



	Appendix I	 	—	 	Definitions




SCHEDULES  



	SCHEDULE IA1	 	—	 	Lenders' Commitment Percentage
	SCHEDULE IA2	 	—	 	Lenders' Allocated Commitment Amount
	SCHEDULE IB	 	—	 	Addresses for Notice and Payment
	SCHEDULE II	 	—	 	Principal Payment Schedule
	Schedule 4.4	 	—	 	Consents, Authorizations, Filings and Notices
	Schedule 4.9(b)	 	—	 	Trademarks, Service Marks and Trade Names
	Schedule 4.9(c)	 	—	 	Patents
	Schedule 4.9(d)	 	—	 	Copyrights
	Schedule 4.9(e)	 	—	 	Trade Secrets
	Schedule 4.9(f)	 	—	 	Intellectual Property Licenses
	Schedule 4.15	 	—	 	Subsidiaries
	Schedule 4.19(a)(2)	 	—	 	UCC Financing Jurisdictions and

UCC Financing Statements To Remain on File
	Schedule 4.24	 	—	 	Material Contracts
	Schedule 4.25(a)	 	—	 	Real Estate
	Schedule 4.25(d)	 	—	 	Assessments
	Schedule 7.2(d)	 	—	 	Existing Indebtedness
	Schedule 7.3(f)	 	—	 	Existing Liens




 
 

EXHIBITS    
  



	EXHIBIT A	 	—	 	Form of Note
	EXHIBIT B	 	—	 	[Reserved]
	EXHIBIT C	 	—	 	Form of Opinion of FAA Counsel to the Borrower and each Guarantor
	EXHIBIT D	 	—	 	[Reserved]
	EXHIBIT E	 	—	 	Form of Officer's Certificate of the Borrower
	EXHIBIT F	 	—	 	Form of Assignment and Assumption Agreement
	EXHIBIT G	 	—	 	Form of Disbursement Agreement
	EXHIBIT H	 	—	 	Form of Intercompany Note
	EXHIBIT I	 	—	 	Form of FF&E Guaranty
	EXHIBIT J	 	—	 	Form of the Borrower Security Agreement
	EXHIBIT K	 	—	 	Form of Aircraft Security Agreement
	EXHIBIT L	 	—	 	Form of the Borrower Aircraft Assignment
	EXHIBIT M	 	—	 	Form of Insurance Consultant Certificate
	EXHIBIT N	 	—	 	Form of FF&E Intercreditor Agreement




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WYNN LAS VEGAS, LLC    
    
    LOAN AGREEMENT    
  



        THIS LOAN AGREEMENT, dated as of October 30, 2002 (as amended, supplemented or otherwise modified from time to time, this "Loan
Agreement"), is by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company (the "Borrower"), WELLS FARGO BANK NEVADA,
NATIONAL ASSOCIATION, a national banking association, not in its individual capacity (except as specifically set forth herein), but solely as collateral agent (the "Collateral
Agent") and the Persons listed on Schedule IA hereto, as Lenders (each individually, together with any permitted successors and
assigns, a "Lender," and, collectively, the "Lenders"). 


 
 

WITNESSETH:    
  


        WHEREAS, the Lenders shall, on the terms and subject to the conditions hereinafter set forth, make loans to the Borrower on each Advance Date; and 


        WHEREAS,
the Borrower will use the proceeds of such Loans (i) to make an intercompany loan to World Travel, (ii) to purchase, finance and/or refinance the acquisition of
the Equipment and (iii) to pay Transaction Costs; 


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


SECTION 1.    DEFINITIONS. 


        Section 1.1.    Use of Defined Terms.    Unless the context shall otherwise require,
capitalized terms used and not defined herein shall have the meanings assigned thereto in Appendix I hereto (whether directly or by reference)
for all purposes hereof; and the rules of interpretation set forth in Appendix I hereto shall apply to this Loan Agreement. 


SECTION 2.    CONDITIONS PRECEDENT TO DOCUMENT CLOSING DATE; FUNDINGS; APPLICATION OF PAYMENTS. 


        Section 2.1.    Effectiveness of Loan Agreement.    This Loan Agreement shall be
effective as of the Document Closing Date upon the satisfaction, and/or waiver by each of the Lenders, of each of the conditions precedent described in Section 3.1 of the Disbursement
Agreement. 


        All
documents and instruments required to be delivered on the Document Closing Date to any party shall be delivered at the offices of Latham & Watkins (Los Angeles, California),
or at such other location as the Collateral Agent and the Borrower may agree. The release by any party of its counterparts to this Loan Agreement shall constitute conclusive evidence of its
satisfaction with the form and substance of each of the items so delivered under this Section 2.1. 


        Section 2.2.    [Reserved].    


        Section 2.3.    Fundings Generally.    


        (a)(i)  Subject
to the terms and conditions of this Loan Agreement and in reliance on the representations and warranties of each of the parties hereto contained
herein or made pursuant hereto, upon receipt of the initial Advance Request, on the Initial Advance Date set forth in such Advance Request, each Lender shall make an Advance to the Borrower, which
Advance shall be loaned by the Borrower to World Travel pursuant to the Intercompany Note, by making available by wire transfer in accordance with the instructions set forth in such Advance Request
pursuant to Section 2.3(c) an amount in immediately available funds on the Initial Advance Date equal to such Lender's Aircraft Commitment
Percentage of the aggregate amount of such requested Advance. 


        (ii)  Subject
to the terms and conditions of this Loan Agreement and in reliance on the representations and warranties of each of the parties hereto contained herein or made
pursuant hereto, upon receipt of an Advance Request, on each Advance Date (other than Initial Advance Date), each 





 




Lender shall make an Advance to the Borrower for the payment of the Purchase Price of the Items of Equipment being acquired on such Advance Date by making available to Disbursement Agent by wire
transfer in accordance with the instructions set forth in the Advance Request an amount in immediately available funds on such Advance Date equal to (A) such Lender's Gaming Commitment
Percentage of
the aggregate amount of the requested Advance which represents the Purchase Price of Gaming Equipment and (B) such Lender's Non-Gaming Equipment Commitment Percentage of the
aggregate amount of the requested Advance which represents the Purchase Price of Non-Gaming Equipment. 


        (b)    Notes.    Each Lender's Commitment shall be evidenced by a note (a  "Note") issued by the Borrower to such Lender and
repayable in accordance with, and with Interest accruing pursuant to, the terms of this Loan
Agreement. 


        (c)    Advances to the Borrower.    (i) Subject to clauses (ii)
and (iii) below, any Advance required to be made by a Lender pursuant to any Operative Document shall be made by the Lenders depositing funds into the
FF&E Proceeds Account (as referenced in Section 2.4.4 of the Disbursement Agreement) in the amount of such Advance to be disbursed by the Borrower or by the Disbursement Agent on behalf of the
Borrower to the applicable Seller, the applicable reimbursement account or, with respect to Transaction Costs, the Persons entitled thereto. Such funding by the Lenders shall be deemed to constitute
(A) the required funding from the Lenders pursuant to this Loan Agreement and the Disbursement Agreement and (B) the corresponding Advance to the Borrower. 


        (ii)  Notwithstanding
the foregoing, the Advance required to be made by the Lenders on the Initial Advance Date shall be made by the Lenders depositing funds into the account
of the Collateral Agent for further distribution (A) to the lender under the Original Aircraft Financing Documents the amounts required to pay in full such lender and (B) to the
Company's Funds Account (as such term is defined in the Disbursement Agreement) any amounts remaining from the funds deposited with the Collateral Agent in excess of the amounts required to pay the
lender under the Original Aircraft Financing Documents. Such Funding will constitute the "refinancing of the Aircraft" and will evidence (x) the Loans by the Lenders to the Borrower,
(y) the intercompany loan by the Borrower to World Travel, which loan shall be evidenced by the Intercompany Note, and (z) the repayment in full by World Travel of all amounts owing to
the lender under the Original Aircraft Financing Documents. 


        (iii)  Notwithstanding
the foregoing, the Advance required to be made by the Lenders pursuant to Section 2.8 of the Disbursement Agreement and which represents the
FF&E Reimbursement Advance (as defined in the Disbursement Agreement) shall be made by the Lenders depositing funds into the Company's Funds Account (as defined in the Disbursement Agreement). 


        (d)    Advances; Limitations and Limits.    In addition to any other provision hereof, Lenders shall not be obligated
to make an Advance to the Borrower, and no Lender shall be obligated to fund any Loan to the Disbursement Agent, if, after giving effect to such Advance or Funding, (i) the aggregate
outstanding amount of Loans would exceed the Aggregate Commitment Amount, (ii) the aggregate amount of funds so provided by such Lender or Funding would exceed the amount of its Commitment in
the aggregate or (iii) the aggregate amount of funds so provided by such Lender or Funding would exceed the amount of its Allocated Commitment with respect to the Type of Equipment or the
Aircraft to be funded with such Advance. 


        There
shall be no more than one Advance made during any calendar month, which shall be made on the Advance Date occurring in such month. Each Advance shall be in a minimum amount not
less than the lesser of $1,000,000 or the combined available Commitment of all of the Lenders with respect to such Type of Equipment or such other amount as the Borrower and Collateral Agent shall
agree. All remittances made by Lenders for the funding of any Advance (other than on the Initial Advance Date) shall be made in immediately available federal funds by wire transfer to the Collection
Account for deposit not later than 12:00 p.m. New York time, on the applicable Advance Date. The Funding by each Lender to the Collection Account of its respective portion of an Advance shall
constitute 


2





 




authorization and direction by such party to Disbursement Agent to make an advance pursuant to the Operative Documents. 


        (e)    Termination of Commitments.    Notwithstanding anything in this Loan Agreement to the contrary, the Commitments
shall terminate and no Lender shall be obligated to make any fundings in respect of any Advance, and no Advance Date may thereafter occur upon the occurrence of the earlier of
(A) 3:00 p.m., New York time on the Commitment Termination Date and (B) a termination of the Lenders' Commitments pursuant to  Section 9.1. 



        Section 2.4.    Preliminary Notice Review.    


        (a)    Preliminary Notice.    Pursuant to the terms of Section 2.4.1(c) of the Disbursement Agreement, the
Borrower and/or the Disbursement Agent, as applicable, shall deliver to Collateral Agent a copy of Appendix XI to the preliminary Advance Request and upon receipt thereof, Collateral Agent
shall, on the same day, forward such copy of Appendix XI to the preliminary Advance Request to each Lender. 



        (b)    Review.    The Lenders shall have the right to disapprove any items of Eligible FF&E Collateral (as defined in
the Disbursement Agreement) listed by the Borrower in Appendix XI to the Company's preliminary Advance Request as items to be funded in part by the Loans; provided,
however, that any Lender's failure to so disapprove any items of Eligible FF&E Equipment identified by the Borrower on such Appendix XI within 5 Business Days from the
Borrower's delivery thereof shall be deemed to constitute such Lenders' approval thereof and the items of Eligible FF&E Equipment identified on such Appendix XI shall be funded in part by the
Loans. 


        (c)    Approval.    In the event the Collateral Agent shall have received notice of the disapproval by the Required
Lenders of all or any portion of the Eligible FF&E Collateral, the Collateral Agent shall so inform the Disbursement Agent pursuant to the terms of Section 2.4.1(e) of the Disbursement
Agreement. 


        Section 2.5.    Advance Dates.    


        (a)    Notice and Closing.    Pursuant to the terms of Section 2.4.3 of the Disbursement Agreement (or as may
otherwise be agreed to by the Lenders with respect to the Initial Advance Date), the Borrower and/or the Disbursement Agent, as applicable, shall deliver to Collateral Agent an irrevocable and final
written notice substantially in the form of Exhibit C-1 to the Disbursement Agreement (an "Advance Request"), (and upon receipt
thereof, Collateral Agent shall, on the same day, forward such Advance Request to each Lender) setting forth: 



          (i)  the
proposed Advance Date; 



        (ii)  a
description of the Items of Equipment to be acquired and the Purchase Price (including a detailed description of the Transaction Costs to be funded by such Advance)
applicable to each such Item of Equipment; 


        (iii)  a
statement of the amount of the requested Advance; 


        (iv)  a
certification by the Borrower that (A) such Advance complies with the limitations and conditions set forth in  Section 2.3(d), and (B) all conditions to the making of such Advance under
 Section 4 have been satisfied except to the extent previously waived; and 



        (v)  wire
transfer instructions for the disbursement of the appropriate amount of funds to the appropriate account for disbursement in the manner described in  Section 2.3. 




        All
documents and instruments required to be delivered on any Advance Date pursuant to the Operative Documents shall be delivered to the Collateral Agent, or at such other location as
the Collateral Agent and the Borrower may agree. On the scheduled Advance Date, and subject to the satisfaction of the conditions set forth in this  Section 2.5(a) and in Section 4, Lenders shall fund the 


3





 


amount of the Advance by wire transfer to the appropriate account for disbursement in the manner described in Section 2.3. 


        (b)    Commitment.    Subject to compliance by the Borrower with the terms of this Loan Agreement and the satisfaction
or waiver of the conditions set forth in this Section 2 and in Section 4, the Lenders
shall disburse the respective amounts of their Commitments in accordance with the requirements of this Loan Agreement and the other Operative Documents. 


        (c)    Notes; Notations.    Each Lender is hereby authorized to record the date and amount of each funding made in
respect of an Advance, each payment or repayment of principal and the length of each Payment Period with respect thereto on the grid annexed to and constituting a part of each Note issued to such
Lender, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided, that the failure to
make any such recordation or any errors in such recordation shall not affect the obligation of the Borrower to pay principal and Interest. 



        Section 2.6.    Mutilated, Destroyed, Lost or Stolen Notes.    (a) If any Note shall become mutilated,
destroyed, lost or stolen, then upon the written request of the affected Lender, the Borrower shall execute and deliver to the affected Lender a new Note. Such new Note shall be: (i) recorded
in the name in which such mutilated, destroyed, lost or stolen Note was recorded; (ii) in the same original face amount as such mutilated, destroyed, lost or stolen Note; and (iii) dated
the date of such mutilated, destroyed, lost or stolen Note. If the Note being replaced has become mutilated, it shall be surrendered to the Borrower. If the Note being replaced has been destroyed,
lost or stolen, the affected Lender shall furnish to the Borrower such security or indemnity as reasonably may be required by it to save the Borrower harmless from any loss and evidence satisfactory
to the Borrower of the destruction, loss or theft of such Note and the ownership thereof. Upon request, the Collateral Agent shall advise the affected Lender of: (i) the aggregate principal
amount of, and the aggregate accrued Interest on, such mutilated, destroyed, lost or stolen Note that were paid to any Lender thereof at any time prior to the delivery of such new Note; and
(ii) the date to which Interest on such mutilated, destroyed, lost or stolen Note had been paid to any Lender thereof at the time of such delivery. 


        (b)  Any
duplicate Note issued pursuant to this Section 2.6 shall constitute complete and indefeasible evidence of
ownership of such Note, as if originally issued, whether or not the lost, stolen or destroyed Note shall be found at any time. 


        Section 2.7.    Fees.    The Borrower agrees to pay the fees set forth below (collectively, the  "Fees"): 



        (a)  on
each Payment Date to each Lender, for its own account, a fee in an amount equal to (i) during the period from the Document Closing Date to, but not including,
January 1, 2003, the product of 2.50% per annum multiplied by the amount of its Commitment that has not been funded on an Advance Date,
(ii) during the period from and including January 1, 2003 to, but not including, July 1, 2003, the product of 3.00% per annum multiplied
by the amount of its Commitment that has not been funded on an Advance Date and (iii) from and after July 1, 2003, the product of 4.00% per annum  multiplied by the
amount of its Commitment that has not been funded on an Advance Date (a "Commitment
Fee"); 



        (b)  on
the Document Closing Date, to the Collateral Agent for the benefit of each Lender, a fee in an amount as described in each Lender's respective Participation Fee
Letter (the "Participation Fee"); 


        (c)  to
Trust Company, for its own account, the fees set forth in the Collateral Agent Fee Letter, payable in the amounts and on the dates set forth therein; and 


        (d)  on
the Document Closing Date, to each Arranger, its respective Arrangement Fee. 



4





 





SECTION 3.    OPTIONAL PAYMENTS; INTEREST AND PRINCIPAL PAYMENTS BY THE BORROWER. 


        Section 3.1.    Optional Payments of Principal.    



        (a)    Prepayment Option.    On any Payment Date occurring after the one year anniversary of the Initial Amortization
Date or on any Payment Date in connection with a prepayment following a Disposition permitted by Section 7.5(e) or  Section 7.5(p), upon at least
30 days' advance written notice from the Borrower to Collateral Agent and the Lenders, the Borrower may
prepay (the "Prepayment Option") all, or, from time to time, any part, of the Loans, in amount not less than the Minimum Prepayment Amount in the case
of a partial prepayment, at a price equal to the sum of (i) the Loan Balance to be so prepaid, plus (ii) all accrued but unpaid Interest
thereon, plus (iii) the Applicable Administrative Charge, if any, plus (iv) any fees or
other amounts owed under the Operative Documents payable by the Borrower. Except as provided in Section 3.8, in the case of any partial
prepayment, the Loan Balance to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid Loan Balance thereof and
the Loan Balance to be prepaid with respect to any such Note shall be allocated pro rata by such Lender between the Allocated Aircraft Value and the
Allocated Equipment Value represented by such Note in proportion, as nearly as practicable, to the respective Allocated Aircraft Value and Allocated Equipment Value represented by the unpaid Loan
Balance thereof. 


        (b)    Bank Prepayment Option.    Pursuant solely to the terms of Section 6 of the FF&E Intercreditor
Agreement, the Eligible Payor (as defined in the FF&E Intercreditor Agreement) on behalf of the Borrower, may prepay (the "Bank Prepayment Option") all
of the Loan Balance representing the Allocated Equipment Value, at a price equal to the sum of (i) the Allocated Equipment Value, plus
(ii) all accrued but unpaid Interest thereon, plus (iii) the Applicable Administrative Charge which relates to such Allocated Equipment
Value, if any, plus (iv) any accrued but unpaid fees or other amounts owed under the Loan Documents payable by the Borrower. 


        (c)    Completion Prepayment Option.    In the event the Collateral Agent shall receive any remaining funds on deposit
in the FF&E Proceeds Account (as defined in the Disbursement Agreement) pursuant to Section 2.9(e) of the Disbursement Agreement, the Collateral Agent shall, on behalf of the Borrower, prepay,
to the extent of such remaining funds, the Loans which comprise such remaining funds, together with all accrued and unpaid Interest thereon. In the case of any such prepayment, the Loan Balance to be
prepaid shall be allocated among the Notes held by the Lenders who Advanced such funds in proportion, as nearly as practicable, to the respective unpaid Loan Balance thereof. 


        Section 3.2.    Scheduled Payments of Principal; Mandatory Prepayments.    


        (a)  The
Borrower shall pay to the Collateral Agent for the pro rata benefit of the Lenders the Required Prepayments, such
payments to be due on each Payment Date in the amounts set forth on Schedule II hereto. 


        (b)  The
Borrower shall pay the unpaid principal amount of the Loans, in full, together with (i) Interest accrued thereon to the date of payment, and (ii) all
other amounts then due and payable by the Borrower hereunder or under the other Operative Documents to the Lenders, including, without limitation, any Applicable Administrative Charge, on the Maturity
Date. 


        (c)  Upon
the occurrence of a Casualty with respect to a portion of the Collateral that is not replaced pursuant to  Section 8.1 hereof, the Borrower shall pay, subject to the FF&E Intercreditor Agreement
and  Section 3.8, to each Lender its pro rata portion of the Casualty Amount of such Collateral, such
payment to be due on the date specified for payment with respect to such Casualty in Section 8.1 hereof. 


        Section 3.3.    Interest Rates and Payment Dates.    


        (a)  Each
Loan shall bear Interest at the Interest Rate then in effect on the Loan Balance thereof. 


5





 

        (b)  If
all or a portion of the principal amount of, or accrued Interest on, any Loan, or any other amount payable hereunder, shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall, without limiting the rights of the Lenders under any Operative Document, bear interest at the rate per annum which is the
greater of (i) 2% above the applicable Interest Rate then in effect and (ii) 2% above the Base Rate (the "Overdue
Rate"), in each case from the date due until payment is made. Such overdue interest shall be payable on demand. 


        (c)  Interest
on each Loan shall be payable in arrears on each Payment Date, the Maturity Date and on any other day on which the Loan Balance, or a portion thereof, is to be
reduced pursuant to the terms and conditions of this Loan Agreement and the other Loan Documents; provided that (i) Interest accruing pursuant to  clause (b)
 shall be payable from time to time on demand and (ii) each prepayment of the Loans shall be accompanied by accrued Interest to
the date of such prepayment on the amount prepaid, plus Applicable Administrative Charge. 


        Section 3.4.    Pro Rata Treatment and Payments.    Subject to Sections
3.1, 3.2, 3.7 and 3.8, each
payment (including, without limitation, each Required Prepayment and any payment of the Prepayment Option) by the Borrower on account of principal of and Interest on the Loans shall be made by the
Borrower to Collateral Agent and allocated by the Collateral Agent pro rata among the Lenders according to the respective outstanding principal amounts
of the Loans then held by each such Lender and to the extent such payment represents a Required Prepayment or other payment on account of principal of the Loans such payment shall be allocated  pro rata
by such Lender between the Allocated Aircraft Value and Allocated Equipment Value in proportion, as nearly as practicable, to the respective
Allocated Aircraft Value and Allocated Equipment Value represented by the unpaid Loan Balance thereof. Subject to Sections 3.7 and  3.8, all payments
(including, without limitation, each Required Prepayment and any payment of the Prepayment Option) to be made by the Borrower
hereunder and under the Notes, whether on account of principal, Interest or otherwise, shall be made without setoff or counterclaim and shall be made by the Borrower to Collateral Agent, for the
benefit of the Lenders, prior to 1:00 p.m. New York City time, to Collateral Agent's Payment Office (or to such other office as may be designated by Collateral Agent from time to time in a
written notice pursuant to Section 13.6) in funds consisting of lawful currency of the United States of America which shall be immediately
available on the scheduled date when such payment is due. Payments received after 1:00 p.m., New York City time, on the date due shall be deemed received on the next succeeding Business Day and
shall be subject to interest at the Overdue Rate as provided in Section 3.3(b). 



        Section 3.5.    Computations; Interest Rate Determination; Conclusive Determinations.    


        (a)    Computations.    All computations of interest at the Base Rate shall be made on the basis of a year of
365—or 366—days, as the case may be, and actual days elapsed. All other computations of accrued amounts pursuant to the Loan Documents shall be made on the basis of actual
number of days elapsed in a 360-day year with respect to any determination. The Collateral Agent shall, as soon as practicable, but in no event later than 12:00 noon New York time, one
(1) Business Day prior to the effectiveness of each Interest Rate, calculate such Interest Rate and notify the Borrower and each Lender thereof;  provided that the failure to give or receive any
such notice shall not limit the Borrower's obligations under this Loan Agreement or any other Loan
Document. 


        (b)    Interest Rate Determination.    So long as no Default or Event of Default shall have occurred and be
continuing, the Borrower may, by irrevocable written notice delivered to the Collateral Agent and each of the Lenders at least three Business Days prior to the initial day of an Interest Period,
specify whether the Interest Rate to be applied during such Interest Period shall be the Adjusted Eurodollar Rate or the Base Rate and in the event that the Adjusted Eurodollar Rate is to so apply,
the applicable Interest Period. If the Collateral Agent and each of the Lenders shall not have received such written notice, the Borrower shall be deemed to have selected a rate per annum equal to the
Base Rate. Notwithstanding the foregoing, if a Default or Event of Default shall exist at time such selection 


6





 




is to be made, the applicable Interest Rate specified by the Borrower for such Interest Period shall be deemed to be the Overdue Rate. 



        (c)    Conclusive Determinations.    Each calculation of the Interest Rate by the Collateral Agent pursuant to any
provisions of this Loan Agreement or any of the other Loan Documents shall be prima facie evidence of the amounts owed. 


        Section 3.6.    Highest Lawful Rate.    It is the intention of the parties hereto to conform strictly to
applicable usury laws and, anything herein to the contrary notwithstanding, the obligations of the Borrower to the Lenders under this Loan Agreement and the Notes shall be subject to the limitation
that payments of interest or of other amounts constituting interest under any Requirement of Law shall not be required to the extent that receipt thereof would be in excess of the Highest Lawful Rate,
or otherwise contrary to provisions of law applicable to the recipient limiting rates of interest which may be charged or collected by the recipient. Accordingly, if the transactions or the amount
paid or otherwise agreed to be paid for the use, forbearance or detention of money under this Loan Agreement, the Notes or any other Loan Document would exceed the Highest Lawful Rate or otherwise be
usurious under any Requirement of Law (including, without limitation, the federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable)
with respect to the recipient of any such amount, then, in that event, notwithstanding anything to the contrary in this Loan Agreement, the Notes or any other Loan Document, it is agreed as follows as
to the recipient of any such amount: 



          (i)  the
provisions of this Section 3.6 shall govern and control over any other provision in this Loan Agreement, the
Notes and any other Loan Document, and each provision set forth therein is hereby so limited; 


        (ii)  the
aggregate of all consideration which constitutes interest under any Requirement of Law that is contracted for, charged or received under this Loan Agreement, the
Notes or any other Loan Document shall under no circumstances exceed the maximum amount of interest allowed by such Requirement of Law (such maximum lawful interest rate, if any, with respect to such
recipient herein called the "Highest Lawful Rate"), and all amounts owed under this Loan Agreement, the Notes and any other Loan Document shall be held
subject to reduction and: (A) the amount of interest which would otherwise be payable to the recipient hereunder and under the Notes and any other Loan Document shall be automatically reduced
to the amount allowed under such Requirement of Law, and (B) any unearned interest paid in excess of the Highest Lawful Rate shall be credited to the payor by the recipient (or, if such
consideration shall have been paid in full, refunded to the payor); 


        (iii)  all
sums paid, or agreed to be paid for the use, forbearance and detention of the money under this Loan Agreement, the Notes or any other Loan Document shall, to the
extent permitted by any Requirement of Law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest is
uniform throughout the full term thereof; and 


        (iv)  if
at any time the interest, together with any other fees, late charges and other sums payable pursuant to or in connection with this Loan Agreement, the Notes and any
other Loan Document executed in connection herewith or therewith and deemed interest under any Requirement of Law, exceeds that amount which would have accrued at the Highest Lawful Rate, the amount
of interest and
any such fees, charges and sums to accrue to the recipient of such interest, fees, charges and sums pursuant to the Loan Documents shall be limited, notwithstanding anything to the contrary in the
Loan Documents, to that amount which would have accrued at the Highest Lawful Rate for the recipient, but any subsequent reductions, as applicable, shall not reduce the interest to accrue pursuant to
the Loan Documents below the recipient's Highest Lawful Rate until the total amount of interest payable to the recipient (including all consideration 



7





 





which constitutes interest) equals the amount of interest which would have been payable to the recipient (including all consideration which constitutes interest), plus the amount of fees which would
have been received but for the effect of this Section 3.6. 




        Section 3.7.    Adjustment.    If any Lender shall obtain any payment (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise) on account of the Loan made by it in excess of its ratable share of payments on account of the Loan made by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participation in the Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably, in the
proportion that such Lender's Loan to which the payment applies bears to the total of all Loans to which the payment applies, provided, however, that if
all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender
the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such lender's required repayment
to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 3.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. 


        Section 3.8.    Payments and Distributions.    



        (a)  Subject
to clauses (c) and (d) below, upon the occurrence of a Casualty,
the exercise of the Prepayment Option with the proceeds of a Disposition permitted by Section 7.5(e) or  Section 7.5(p), the exercise of the Bank
Prepayment Option, or following the exercise of remedies by any Lender or by the Collateral Agent on its
behalf, all payments to be made by Borrower relating thereto, all proceeds of Collateral and all related payments due and payable to the Lenders pursuant to any other Operative Document, shall, to the
extent readily attributable to a Type of Equipment or the Aircraft, be distributed by the Collateral Agent as follows: 



          (i)  first, 



        (A)  in
the case of any amount which is attributable to the Aircraft, to each of the Lenders an amount equal to such Lender's Aircraft Commitment Percentage of the aggregate
amount, for application against the Allocated Aircraft Value represented by such Lender's Note until all amounts due and owing each Lender whose Loans were used to refinance the Aircraft (or to pay
any portion of the
purchase price of any aircraft that becomes a Replacement Aircraft under the Aircraft Security Agreement), to the extent of such Lender's Allocable Aircraft Value, have been paid in full; 



        (B)  in
the case of any amount which is attributable to the Gaming Equipment, to each of the Lenders an amount equal to such Lender's Gaming Equipment Commitment Percentage
of the aggregate amount, for application against the Allocated Equipment Value represented by such Lender's Note until all amounts due and owing each Lender whose Loans were used to pay the Purchase
Price of Gaming Equipment, to the extent of such Lender's Allocable Equipment Value for Gaming Equipment, have been paid in full; 


        (C)  in
the case of any amount which is attributable to the Non-Gaming Equipment, to each of the Lenders an amount equal to such Lender's Non-Gaming
Equipment Commitment Percentage of the aggregate amount, for application against the Allocated Equipment Value represented by such Lender's Note until all amounts due and owing each Lender whose Loans
were used to pay the Purchase Price of Non-Gaming Equipment, to the extent of such Lender's Allocable Equipment Value for Gaming Equipment, have been paid in full; 




8





 






        (ii)  second,
in the case of any amount which is attributable to the Gaming Equipment or Non-Gaming Equipment, to the remaining Lenders pro rata to the extent of
such Lender's Allocable Equipment Value until all amounts due and owing each Lender, to the extent of such Lender's Allocable Equipment Value, have been paid in full; 


        (iii)  third,
to the remaining Lenders pursuant to clause (b) below. 




        (b)  Any
payments to be made by Borrower relating to the exercise of remedies by any Lender or by the Collateral Agent on its behalf, any proceeds of Collateral, any transfer
or assignment of claim relating to the Notes in a bankruptcy and all related payments due and payable to the Lenders pursuant to any other Operative Document, which are not readily attributable to a
Type of Equipment or the Aircraft, shall, to such extent, be distributed by Collateral Agent pro rata among the Lenders according to the respective
outstanding principal amounts of the Loans then held by each such Lender and to the extent such payment represents a Required Prepayment or other payment on account of principal of the Loans such
payment shall be allocated pro rata by such Lender between the Allocated Aircraft Value and Allocated Equipment Value in proportion, as nearly as
practicable, to the respective Allocated Aircraft Value and Allocated Equipment Value represented by the unpaid Loan Balance thereof. 



        (c)  In
case moneys with respect to any Type of Equipment or the Aircraft are insufficient to pay in full the whole amount due, owing or unpaid to the Lenders whose Loans
were used to pay the Purchase Price of such Type of Equipment or refinance the Aircraft, as applicable, then application shall be
made first to any unpaid accrued Interest, second to any Supplemental Payments and third to the Loan Balances. Any Supplemental Payments received by Collateral Agent shall be paid by Collateral Agent
to the Person to whom such Supplemental Payments are payable under the provisions of the Operative Documents. 


        (d)  In
the event that at the time of any payment or distribution of proceeds to which this Section 3.8 applies, a
Lender has not Funded its full Commitment with respect to a Type of Equipment or the Aircraft, each Lender's Commitment Percentage with respect to such Type of Equipment or Aircraft shall be adjusted
to reflect the percentage amount of Credit Exposure of such Lender compared to the Credit Exposure of all Lenders whose Loans were used to pay the Purchase Price of such Type of Equipment or refinance
the Aircraft, as applicable. 


SECTION 4.    CONDITIONS PRECEDENT TO ADVANCES. 


        Section 4.1.    Conditions Precedent to the Initial Advance.    The obligations of the
Lenders to make the related Funding of their Loans on the Initial Advance Date are subject to the satisfaction or waiver on or prior to the Initial Advance Date of the following conditions precedent: 



        (a)    Notice.    The Borrower shall have delivered to the Collateral Agent the Advance Request and Notices of Funding
Request with respect to the Loans requested on the Initial Advance Date and the Disbursement Agent shall have delivered to the Collateral Agent related Advance Confirmation Notice, in each case in the
form, at the times and as required under Section 2.4.3 of the Disbursement Agreement and in accordance with the procedures specified in Section 2.4.3 thereof. 



        (b)    Satisfaction of Disbursement Agreement Conditions Precedent.    All conditions precedent described in
Section 3.1 of the Disbursement Agreement shall have been satisfied or waived in accordance with the terms of the Disbursement Agreement. 


        (c)    [Intentionally Omitted.]    


        (d)    Airworthiness.    With respect to Aircraft, the Collateral Agent shall have received a copy of a certificate of
airworthiness issued by the FAA. 



9







  



        (e)    Filings and Recordation.    With respect to the Aircraft, there shall have been duly filed for recordation with
the FAA, the Aircraft Security Agreement with respect to the Aircraft; all necessary action has been taken for the Aircraft to be duly registered with the FAA in the name of the Aircraft Trustee. 



        (f)    Release.    Each of the Collateral Agent and the Lenders shall have received evidence reasonably satisfactory
to the Lenders and their counsel, that the Original Aircraft Financing Documents, including any Lien thereunder, have been paid in full and released. 


        (g)    Documents.    Each of the Collateral Agent and the Lenders shall have received copies of the fully executed and
delivered Intercompany Note, Aircraft Security Agreement, Borrower Aircraft Assignment, Aircraft Trust Agreement and Aircraft Operating Agreement, and the same shall be in full force and effect. 



        (h)    Insurance.    Each of the Collateral Agent and the Lenders shall have received evidence reasonably satisfactory
to the Lenders and their counsel, that the insurance with respect to the Aircraft required by Section 8.2 has been obtained. 


        (i)    Opinions.    Each of the Collateral Agent and the Lenders shall have received favorable opinions of
McAfee & Taft, special FAA counsel, substantially in the form attached hereto as Exhibit C. 



        (j)    Searches.    Each of the Collateral Agent and the Lenders shall have received copies of FAA lien searches with
respect to the Aircraft or an opinion, in form and substance acceptable to the Lenders, that no liens shall then exist on the Aircraft. 


        (k)    Appraisal.    Each of the Collateral Agent and the Lenders shall have received a copy of an Appraisal of the
Aircraft in form and substance reasonably satisfactory to the Lenders and their counsel. 



        (l)    Consent.    Las Vegas Jet shall have evidenced its consent to the execution and delivery of the Aircraft
Security Agreement and Borrower Aircraft Assignment. 


        (m)    Status and Proceedings.    Each of the Collateral Agent and the Lenders shall have received certificates of
existence and good standing with respect to the Aircraft Trustee and a Certificate of the Secretary or Assistant Secretary of the Aircraft Trustee, dated the Closing Date, with respect to the Aircraft
Trustee's governing documents, resolutions and incumbent officers. 




        Section 4.2.    Conditions Precedent to Each Advance.    The
obligations of the Lenders to make the related Fundings of their Loans on an Advance Date (other than Initial Advance Date) are subject to satisfaction or waiver on or prior to such Advance Date of
the following conditions precedent: 



        (a)    Notice.    The Borrower shall have delivered to the Collateral Agent the Advance Requests with respect to the
Loans and Notices of Funding Requests requested on such Advance Date and the Disbursement Agent shall have delivered to the Collateral Agent related Advance Confirmation Notice, in each case in the
form, at the times and as required under Section 2.4.3 of the Disbursement Agreement and in accordance with the procedures specified in Section 2.4.3 thereof. 


        (b)    Drawdown Frequency for Loans.    No Loan shall have been previously made during such calendar month. 


        (c)    Satisfaction of Disbursement Agreement Conditions Precedent.    All conditions precedent described in
Section 3.3 of the Disbursement Agreement shall have been satisfied or waived in accordance with the terms of the Disbursement Agreement. 



10





 





SECTION 5.    REPRESENTATIONS AND WARRANTIES.    



        Section 5.1.    Representations and Warranties of the
Borrower.    As of the date hereof and the Document Closing Date, the Borrower hereby represents and warrants to each of the other parties hereto as follows: 



        (a)    Financial Condition.    The restated audited consolidated and consolidating balance sheets of Valvino and its
consolidated Subsidiaries as at December 31, 2000 and December 31, 2001 and the related consolidated and consolidating statements of income and of cash flows for the Fiscal Years ended
on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated and consolidating financial condition
of Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of its
operations and its consolidated and consolidating cash flows for the respective Fiscal Years then ended. The unaudited consolidated and consolidating balance sheets of Valvino and its consolidated
Subsidiaries as at June 30, 2002, and the related unaudited consolidated and consolidating statements of income and cash flows for the 6-month period ended on such date, present
fairly in all material respects the consolidated and consolidating financial condition of Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of
its operations and its consolidated and consolidating cash flows for the 6-month period then ended (subject to normal year-end audit adjustments). All such financial
statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned
firm of accountants and disclosed therein). Valvino and its Subsidiaries (other than the Excluded Entities) do not have any material Guarantee Obligations, contingent liabilities and liabilities for
taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or
other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or that have not otherwise been disclosed to the Collateral
Agent in writing. During the period from January 1, 2002 to and including the Document Closing Date there has been no Disposition by Valvino or any of its Subsidiaries of any material part of
its business or Property. 


        (b)    No Change.    Since December 31, 2001, there has been no developments or events that, individually or
collectively, has had or could reasonably be expected to have a Material Adverse Effect. 


        (c)    Corporate/LLC Existence; Compliance with Law.    Each of the Loan Parties and the Completion Guarantor
(a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or limited liability company power and
authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified
as a foreign corporation or limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business
requires such qualification, except to the extent the failure to be so qualified or in good standing could not reasonably be expected to have a Material Advance Effect and (d) is in compliance
with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 



        (d)    Corporate Power; Authorization; Enforceable Obligations.    Each Loan Party and the Completion Guarantor has
the corporate or limited liability company power and authority, and the legal right, to make, deliver and perform the Loan Documents and the other Operative Documents to which it is a party and to
carry out the transactions contemplated thereby and, in the case of the Borrower, to borrow hereunder. Each Loan Party and the Completion Guarantor 



11





 





has taken all necessary corporate or limited liability company action, as the case may be, to authorize the execution, delivery and performance of the Loan Documents and the other Operative Documents
to which it is a party and, in the case of the Borrower and Capital Corp., to authorize the borrowings and issuances of Indebtedness on the terms and conditions of this Loan Agreement and the other
Operative Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any Person (other than a Loan Party whose written consent
has been obtained) is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Loan Agreement, any of the Loan Documents or
any of the other Operative Documents, except (A) consents, authorizations, filings and notices described in Schedule 4.4, which consents,
authorizations, filings and notices, unless otherwise indicated on Schedule 4.4, have been obtained or made and are in full force and effect and
(B) the filings and actions referred to in Section 5.1(s). Each Loan Document and other Operative Document has been duly executed and
delivered on behalf of the Completion Guarantor and each Loan Party thereto. This Loan Agreement constitutes, and each other Loan Document, Project Document and Operative Document upon execution will
constitute, a legal, valid and binding obligation of the Completion Guarantor and each Loan Party thereto, enforceable against the Completion Guarantor and each such Loan Party in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or at law). 


        (e)    No Legal Bar.    The execution, delivery and performance of this Loan Agreement, the other Loan Documents and
the other Operative Documents, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Completion Guarantor or any
Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual
Obligation (other than the Liens created by the Security Documents and the Other Security Documents). No Requirement of Law or Contractual Obligation applicable to the Completion Guarantor or any Loan
Party could, individually or collectively, reasonably be expected to have a Material Adverse Effect. 


        (f)    No Material Litigation.    No litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Completion Guarantor or any Loan Party or against any of their respective properties or revenues
(a) with respect to any of the Financing Agreements or any of the transactions contemplated hereby or thereby, or (b) that could, individually or collectively, reasonably be expected to
have a Material Adverse Effect. 


        (g)    No Default.    Neither the Completion Guarantor nor any Loan Party is in default under or with respect to any
of its Contractual Obligations in any respect that could, individually or collectively, reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is
continuing. 


        (h)    Ownership of Property; Liens.    Each of the Loan Parties is the sole owner of, legally and beneficially, and
has good, marketable and insurable title to, or a valid leasehold interest in, all its Real Estate, and good title to, or has a valid leasehold interest in, all its other Property, and none of such
Property is subject to any claims, liabilities, obligations, charges or restrictions of any kind, nature or description (other than claims, liabilities, obligations, charges or restrictions that
individually or in the aggregate could not reasonably be expected to materially interfere with the business or assets of any Loan Party), or to any Lien, except for Permitted Liens. 



12





 




        (i)    Intellectual Property.    (i) Each Loan Party owns, or is licensed to use, all Intellectual Property
necessary for the conduct of its business as currently conducted. No claim has been asserted or is pending by any Person challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property, nor does the Borrower know of any valid basis for any such claim, except (a) with respect to the Intellectual Property related to or
otherwise associated with the Loan Parties' use of the "Le Reve" name, such claims that, if determined adversely to a Loan Party, could not, individually or collectively, reasonably be expected to
have a material adverse effect on such Loan Party's ability to use the "Le Reve" name in its Permitted Business as currently used or contemplated to be used and (b) with respect to all other
Intellectual Property, as could not reasonably be expected to have a Material Adverse Effect. The use by each Loan Party (if any) of the Intellectual Property related to or otherwise associated with
such Loan Party's use of the "Le Reve" name does not infringe on the rights of any Person, which infringement could reasonably be expected to have a material adverse effect on such Loan Party's
ability to use the "Le Reve" name in its Permitted Business as currently used or contemplated to be used. The use by each Loan Party (if any) of Intellectual Property other than Intellectual Property
related to or otherwise associated with such Loan Party's use of the "Le Reve" name, does not infringe on the rights of any Person, which infringement could reasonably be expected to have a Material
Adverse Effect. 



        (ii)  As
of the Document Closing Date, Schedule 4.9(b) (A) identifies each of the trademarks, service marks and
trade name applications and registrations currently registered by, made by or otherwise held, directly or indirectly, by each of the Loan Parties (including without limitation, any such Intellectual
Property related to or otherwise associated with the Loan Parties' use of the "Le Reve" name) and identifies which such Person registered, made or otherwise holds such Intellectual Property, and
(B) specifies as to each, the jurisdiction in which such Intellectual Property has been issued or registered (or, if applicable, in which an application for such issuance or registration has
been filed), including the respective registration or application numbers and applicable dates of registration or application and expiration. 


        (iii)  As
of the Document Closing Date, Schedule 4.9(c)(A) identifies each of the material patents and patent
applications currently owned by, made by or otherwise held, directly or indirectly, by each of the Loan Parties and identifies which such Person owns, made or otherwise holds such Intellectual
Property, and (B) specifies as to each, the jurisdiction in which such Intellectual Property has been issued or registered (or, if applicable, in which an application for such issuance or
registration has been filed), including the respective patent or application numbers and applicable dates of issuance or application and expiration. 


        (iv)  As
of the Document Closing Date, Schedule 4.9(d) (A) identifies each of the material copyrights and
copyright applications and registrations currently registered by, made by or otherwise held, directly or indirectly, by each of the Loan Parties and identifies which such Person registered, made or
otherwise holds such Intellectual Property, and (B) specifies as to each, the jurisdiction in which such Intellectual Property has been issued or registered (or, if applicable, in which an
application for such issuance or
registration has been filed), including the respective registration or application numbers and applicable dates of registration or application and expiration. 


        (v)  As
of the Document Closing Date, Schedule 4.9(e) (A) identifies, each of the material trade secrets owned
by, claimed by, or otherwise held, directly or indirectly, by each of the Loan Parties and identifies which such Person owns, claims or otherwise holds such Intellectual Property, and
(B) specifies as to each, the jurisdiction in which such Intellectual Property exists. 




13





 





        (vi)  As
of the Document Closing Date, Schedule 4.9(f) identifies all licenses, sublicenses and other agreements
relating to Intellectual Property to which each of the Loan Parties is a party that are material to the conduct of such Loan Party's Permitted Business and pursuant to which (A) any of the Loan
Parties is a licensor or sub-licensor or the equivalent or (B) any other Person is authorized to use any Intellectual Property as a licensee, sub-licensee or the
equivalent. 




        (j)    Taxes.    (i) Each of the Completion Guarantor and the Loan Parties has filed, or caused to be filed,
all tax and informational returns that are required to have been filed by it in any jurisdiction, and all such tax and informational returns are correct and complete in all material respects. Each of
the Completion Guarantor and the Loan Parties has paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by it, to the extent the same have become due
and payable (other than (x) those taxes that it is contesting in good faith and by appropriate proceedings, and (y) taxes that are not yet due, with respect to each of which it has
established reserves that are adequate for the payment thereof and as are required by GAAP). 



        (ii)  Neither
the Completion Guarantor nor any of the Loan Parties has incurred any material tax liability in connection with the Project or the other transactions
contemplated by the Operative Documents which has not been disclosed in writing to the Collateral Agent (including as disclosed in the financial statements delivered to the Lenders hereunder). 



        (iii)  There
are no Liens for Taxes on any of the Properties of the Completion Guarantor or any of the Loan Parties other than Liens permitted pursuant to
Section 7.3(a). 




        (k)    Federal Regulations.    No part of the proceeds of the Loans will be used for purchasing or carrying any
"margin stock" (within the meaning of Regulation U) or for the purpose of purchasing, carrying or trading in any securities under such circumstances as to involve the Borrower in a violation of
Regulation X or to involve any broker or dealer in a violation of Regulation T. No indebtedness being reduced or retired out of the proceeds of the Loans was or will be incurred for the
purpose of purchasing or carrying any "margin stock" (within the meaning of Regulation U). Following application of the proceeds of the Loans, "margin stock" (within the meaning of
Regulation U) does not constitute
more than 25% of the value of the assets of the Borrower and its Subsidiaries. None of the transactions contemplated by this Loan Agreement (including, without limitation, the direct and indirect use
of proceeds of the Loans) will violate or result in a violation of Regulation T, Regulation U or Regulation X. If requested by any Lender or the Collateral Agent, the Borrower
will furnish to the Collateral Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1
referred to in Regulation U. 


        (l)    Labor Matters.    There are no strikes, stoppages, slowdowns or other labor disputes against any of the Loan
Parties pending or, to the knowledge of the Borrower, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment
made to employees of the Loan Parties have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters that (individually or in the
aggregate) could reasonably be expected to have a Material Adverse Effect. All payments due from any of the Loan Parties on account of employee health and welfare insurance that (individually or in
the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of the relevant Loan Party. 


        (m)    ERISA.    Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with 



14





 





respect to any Plan, and each Plan has complied in all material respects with all applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in
favor of the PBGC or a Plan has arisen, during such five-year period. The actuarial present value of all benefit liabilities under each Single Employer Plan (based on those assumptions
that would be used to determine whether each such Single Employer Plan could be terminated in a standard termination under Section 4041(b) of ERISA) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrower,
any other Loan Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material
liability under ERISA, and neither the Borrower, any other Loan Party nor any Commonly Controlled Entity would become subject to any material liability under ERISA if any such Person were to withdraw
completely from all Multiemployer Plans as of the most recent valuation date for which each such Multiemployer Plan has furnished data regarding potential withdrawal liability to the applicable Loan
Party. As of the Document Closing Date, no such Multiemployer Plan is in Reorganization or Insolvent. 


        (n)    Investment Company Act; Other Regulations.    Neither the Completion Guarantor nor any Loan Party is an
"investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. Neither the Completion Guarantor nor any Loan Party is
subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, or the Interstate Commerce Act or registration under the Investment Company Act of 1940 or under any
other federal or state statute or regulation which may limit its ability to incur Indebtedness other than the Nevada Gaming Laws or which may otherwise render all or any portion of the Obligations
unenforceable. Incurrence of the Obligations by the Completion Guarantor and the Loan
Parties under the Loan Documents complies with all applicable provisions of the Nevada Gaming Laws, subject to any informational filings or reports required by the Nevada Gaming Commission Regulation
Section 8.130, and subject to the receipt of requisite approvals from the Nevada Gaming Authorities relating to the pledges of Capital Stock of the Loan Parties that are licensed or registered
by the Nevada Gaming Authorities, which approvals shall be sought diligently and in good faith by the Borrower prior to the Opening Date, when the gaming license with respect to the Project is applied
for by the Borrower. 


        (o)    Subsidiaries.    (i) The Persons listed on  Schedule 4.15 constitute all the Subsidiaries of Valvino as of the
Document Closing Date.  Schedule 4.15 sets forth as of the Document Closing Date, the name and jurisdiction of formation of each Subsidiary of Valvino and, as to each
such Subsidiary, the percentage and number of each class of Capital Stock owned by its requisite parent entity. Each such Subsidiary is a Wholly Owned Subsidiary of Valvino and, if such Subsidiary's
direct parent entity is other than Valvino, its direct parent entity. 



        (ii)  There
are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors
and directors' qualifying shares) of any nature relating to any Capital Stock of any Subsidiary of Valvino. None of the Subsidiaries of Valvino have issued, or authorized the issuance of, any
Disqualified Stock. 


        (iii)  Neither
Valvino nor any of its Subsidiaries are engaged in any businesses other than the Permitted Businesses. As of the Closing Date, other than, (i) in the
case of Las Vegas Jet and World Travel, the Aircraft and Collateral related to the operation and maintenance of the Aircraft, (ii) in the case of Palo, the Palo Home Site Land, and in the case
of Desert Inn Improvement, the DIIC Water Permits and the Water Utility Land, (iii) in the case of Wynn Design, Property reasonably related to architectural, engineering, design and project
management activities, none of the Water Companies or the Wynn Group Entities owns any material Property other than the Capital Stock of its Subsidiaries (if any). 




15











  



        (p)    Use of Proceeds.    The proceeds of the Loans made under this Loan Agreement shall be applied toward the
Purchase Price of the Equipment and Transaction Costs and the payment of all sums due and owing under the Original Aircraft Financing Documents. 



        (q)    Environmental Matters.    



          (i)  To
the knowledge of the Borrower and the Loan Parties: the Borrower and the Loan Parties (A) are, and within the period of all applicable statutes of limitation
have been, in material compliance with all applicable Environmental Laws; and (B) reasonably believe that material compliance with all applicable Environmental Laws that is or is expected to
become applicable to any of them will be timely attained and maintained. 



        (ii)  To
the knowledge of the Borrower, Hazardous Substances are not present at, on, under, in, or about any real property now or formerly owned, leased or operated by any of
the Loan Parties, or at any other location (including, without limitation, any location to which Hazardous Substances have been sent for re-use or recycling or for treatment, storage, or
disposal) which could, individually or collectively, reasonably be expected to (A) give rise to liability of any of the Loan Parties under any applicable Environmental Law or otherwise result
in costs to any of the Loan Parties that could reasonably be expected to have a Material Adverse Effect, or (B) materially interfere with any of the Loan Parties' continued operations, or
(C) materially impair the fair saleable value of any real property owned or leased by any of the Loan Parties. 



        (iii)  Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no judicial, administrative, or arbitral
proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law (including, without limitation, any Environmental Claims) to which any of the Loan
Parties is, or to the knowledge of the Borrower will be, named as a party that is pending or, to the knowledge of the Borrower, threatened. 


        (iv)  No
Loan Party has received any written request for information, or been notified that it is a potentially responsible party, under or relating to the federal
Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law. 



        (v)  Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party has entered into or agreed to any consent
decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution,
relating to compliance with or liability under any Environmental Law or Environmental Claim. 


        (vi)  Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no Loan Party has assumed or retained, by contract or
operation of law, any liabilities of any kind, fixed or contingent, known or unknown, under any Environmental Law or with respect to any Hazardous Substances. 



      (vii)  Except
as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) Hazardous Materials Activities are not
presently occurring, and have not previously occurred, at, on, under, in, or about any Real Estate now or formerly owned, leased or operated by any of the Loan Parties and (B) none of the Loan
Parties have ever engaged in any Hazardous Materials Activities at any location. 




        (r)    Accuracy of Information, Etc.    No statement or information contained in this Loan Agreement, any other Loan
Document, the Confidential Information Memorandum or any other document, certificate or statement furnished to the Arrangers, the Collateral Agent or the Lenders or any of them, by or on behalf of the
Completion Guarantor or any Loan Party for use in connection with the transactions contemplated by this Loan Agreement or the other Loan 



16





 


Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of the date of this Loan
Agreement), any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and  pro forma financial information contained in the materials referenced above (including, without limitation, the Projections) are based upon good faith
estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is
not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There
are no facts known to Valvino or any Loan Party that could, individually or collectively, reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the
other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and written statements furnished to the Arrangers, the Collateral Agent and the Lenders for use
in connection with the transactions contemplated hereby and by the other Loan Documents. 


        (s)    Security Documents.    (i) The Borrower Security Agreement is effective to create in favor of the
Collateral Agent (for the benefit of the Secured Parties) (or the Collateral Agent, as the assignee of the Borrower in the case of the Aircraft Security Agreement) a legal, valid, binding and
enforceable security interest in the Collateral (or the Aircraft Collateral, in the case of the Aircraft Security Agreement).  Schedule 4.19(a)-2 lists each UCC Financing Statement covering the
Collateral or the
Aircraft Collateral that (i) names any Loan Party as debtor and (ii) will remain on file after the Document Closing Date. 



        (ii)  [Intentionally
Omitted.] 


        (iii)  [Intentionally
Omitted.] 


        (iv)  Each
of the FF&E Collateral Account Agreement and the Local FF&E Collateral Account Agreement is effective to create in favor of the Collateral Agent, for the benefit
of the Secured Parties, a legal, valid and enforceable security interest in the Account described therein and proceeds and products thereof. Upon the execution of the FF&E Collateral Account Agreement
and the Local FF&E Collateral Account Agreement, each of the FF&E Collateral Account Agreement and the Local FF&E Collateral Account Agreement shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in the Accounts described therein and the proceeds and products thereof, as security for the Obligations, in each case subject only to
Permitted Liens and prior and superior in right to any other Lien (except Senior Permitted Liens). 




        (t)    Solvency.    Each Loan Party and the Completion Guarantor is, and, after giving effect to the incurrence of
(i) all Indebtedness, (ii) the use of the proceeds of such Indebtedness (including, without limitation, the use of proceeds of the Loans made by the Lenders hereunder) and
(iii) obligations being incurred in connection with the Operative Documents, will be and will continue to be, Solvent. 


        (u)    Senior Indebtedness.    The Obligations (including, without limitation, the guarantee obligations of each
Guarantor under the Loan Documents) constitute secured senior debt of each of the Loan Parties and "Permitted Debt" under and as defined in the Mortgage Notes Indenture. The Mortgage Notes, when
issued and paid for, will be the legally valid and binding obligations of the Borrower and Capital Corp., enforceable against the Borrower and Capital Corp. in accordance with their terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. The
issuance and sale of Mortgage Notes, either (a) have been 



17





 





registered or qualified under applicable federal and state securities laws or (b) are exempt therefrom. 


        (v)    Regulation H.    No Mortgage encumbers improved real property which is located in an area that has been
identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of
1968. 


        (w)    Insurance.    Each of the Loan Parties is insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as are prudent and customary in the businesses in which it is engaged and in any event in accordance with  Section 6.5; and none of the Loan Parties has any
reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers at a cost that could not reasonably be expected to have a Material Adverse Effect (other than as a result of general market
conditions). 


        (x)    Performance of Agreements; Material Contracts.    Neither the Completion Guarantor nor any Loan Party is in
default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists that, with the giving
of notice or the lapse of time or both, would constitute such a default, in each case, except where the consequences of such default or defaults, if any, could not reasonably be expected to have a
Material Adverse Effect. Schedule 4.24 contains a true, correct and complete list of all the Material Contracts in effect on the Document Closing
Date. All Material Contracts (other than Material Contracts described in clause (ii) of the definition thereof) are, to the knowledge of the Borrower, in full force and effect and no material
defaults currently exist thereunder. 


        (y)    Real Estate.    (i) As of the Document Closing Date,  Schedule 4.25(a) sets forth a true, complete and correct list
of all Real Estate, including a brief description thereof, including, in the case
of leases, the street address, landlord name, tenant name, guarantor name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Collateral Agent true, complete
and correct copies of all such leases. 



        (ii)  All
Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance
Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or
collectively, reasonably be expected to have a Material Adverse Effect. 


        (iii)  No
Taking has been commenced or, to the best of the Borrower's knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation
of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse effect. 


        (iv)  Except
as set forth on Schedule 4.25(d), as of the Document Closing Date there are no current, pending or, to the
knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that
may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise
affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result
in a material liability to any Loan Party. 




18





 





        (v)  None
of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property constituting a separate tax lot. The
Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to
leasehold interests, otherwise dealt with as separate legal lots or parcels. 


        (vi)  The
use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other permits, licenses, variances and certificates for such Real
Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not
reasonably be expected to materially and adversely affect the ownership, occupancy, use or operation of the Mortgaged Premises in furtherance of the Permitted Business of the applicable Loan Party. 



      (vii)  There
are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in the
Financing Agreements). 


      (viii)  All
Real Estate (other than the Phase II Land) has adequate rights of access to public ways and is served by installed, operating and adequate water, electric, gas,
telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the full utilization of
the Real Estate (other than the Phase II Land) for its current purpose have been completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access
easements for the benefit of such Real Estate. All reciprocal easement agreements affecting any Real Estate are in full force and effect, and Valvino and the Loan Parties are unaware of any defaults
thereunder. Except for public streets and sidewalks, neither Valvino nor any of the Loan Parties uses or occupies any real property other than such Real Estate in connection with the use and operation
of any Real Estate. 


        (ix)  Except
as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting a Real Estate or any
appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant or encroaches on any easement or on any property owned by others. 



        (x)  No
portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored. No portion of the Real
Estate is located in a special flood hazard area as designated by any federal governmental authorities. 




        (z)    Permits.    Other than exceptions to any of the following that could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect: (A) each of the Loan Parties has obtained and holds all Permits required as of the date this representation is deemed made in respect
of all Real Estate and for any other property otherwise operated by or on behalf of, or for the benefit of, such Person and for the operation of its Permitted Businesses, (B) all such Permits
are in full force and effect, and each of the Loan Parties has performed and observed all requirements of such Permits (to the extent required to be performed by the date this representation is deemed
made), (C) no event has occurred which allows or results in, or after notice or lapse of time would allow or result in, revocation, modification, suspension or termination by the issuer thereof
or in any other impairment of the rights of the holder of any such Permit, (D) no such Permits contain any restrictions, either individually or in the aggregate, that are burdensome to any of
the Loan Parties, or to the operation of its Permitted Business or any Property owned, leased or otherwise operated by such Person, (E) the Borrower has no 



19





 


knowledge that any Governmental Authority is considering limiting, modifying, suspending, revoking or renewing on burdensome terms any such Permit, and (F) each of the Loan Parties reasonably
believes that each such Permit will be timely renewed and complied with, without undue expense or delay, and that any Permit not required to have been obtained by the date this representation is
deemed made that may be required of such Person is of a type that is routinely granted on application and in compliance with the conditions of issuance (such conditions being ministerial or of a type
satisfied in the ordinary course of business, without undue expense or delay) and will be timely obtained and complied with, without undue expense or delay. 


        (aa)    Sufficiency of Project Documents.    Other than those that can be reasonably expected to be commercially
available when and as required, the services to be performed, the materials to be supplied and Real Estate and other rights granted or to be granted pursuant to the Project Documents in effect as of
such date (i) comprise all of the property interests necessary to secure any right material to the operation and maintenance of the Project in accordance with all Requirements of Law,
(ii) are sufficient to enable the Project to be located and operated on the Site and (iii) provide adequate ingress and egress from the Site for any reasonable purpose in connection with
the operation of the Project. 


        (bb)    Utilities.    All gas, water and electrical interconnection and utility services necessary for the operation
of the Project for its intended purposes are available at the Site. 


        (cc)    Fiscal Year.    The fiscal year of each of the Loan Parties (including the Borrower) ends on
December 31 of each calendar year. 


        (dd)    Formation.    The Borrower is only formed in the State of Nevada and "Wynn Las Vegas, LLC" is the name as it
appears in official filings in the State of Nevada. 


        (ee)    Private Offering.    The issuance, sale and delivery of the Notes under the circumstances contemplated hereby
do not require the registration or qualification of such Notes under the Securities Act, any state
securities laws or the Trust Indenture Act of 1939. No Loan Party nor anyone authorized to act on such Person's behalf has, directly or indirectly, solicited any offers to acquire, offered or sold:
(i) any interest in the Notes in violation of Section 5 of the Securities Act or any state securities laws, or (ii) any interest in any security or lease the offering of which,
for purposes of the Securities Act or any state securities laws, would be deemed to be part of the same offering as the offering of the aforementioned interests. No Loan Party, nor anyone authorized
to act on such Person's behalf, was involved in (y) offering or soliciting offers for the Notes (or any similar securities) or (z) selling Notes (or any similar securities) to any Person
other than the Lenders and not more than 50 other institutional investors. 




        Section 5.2.    Representations and Warranties of Lenders.    Each Lender represents and warrants, severally
and only as to itself, to each of the other parties hereto as follows: 



        (a)    Investment.    The Note being acquired by such Lender is being acquired by such Lender for investment for its
own account and not with a view to the resale or distribution of such interest or any part thereof in any manner that would require registration under the Securities Act, but without prejudice,
however, to the right of such Lender at all times to sell or otherwise dispose of all or any part of such interest under a registration available under the Securities Act or under an exemption from
such registration available under the Securities Act, it being understood that the disposition by the undersigned of the Note to be purchased by such Lender shall, at all times, subject to the
assignment provisions of Section 10 hereof, remain entirely within its control. 


        (b)    Offer of Securities, Etc.    Neither such Lender nor any Person authorized to act on its behalf has, directly
or indirectly, offered to sell the Notes or any other similar securities (the sale or offer of which would be integrated with the sale or offer of the Notes), for sale to, or solicited any offer to
acquire any of the same from, any Person. 



20





 




        (c)    No Registration.    Such Lender understands and acknowledges that the Notes have not been and will not be
registered under the Securities Act in reliance upon the exemption provided in Section 4(2) of the Securities Act or any other applicable exemption, that the Notes have not and will not be
registered or qualified under the securities or "blue sky" laws of any jurisdiction, that the Notes may be resold or otherwise transferred only if so registered or qualified or if an exemption from
registration or qualification is available, that the Borrower is not required to register the Notes and that any transfer must comply with the provisions of the Operative Documents relating thereto.
Such Lender will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Notes held by it. 


        (d)    Institutional Investor.    Such Lender is a sophisticated institutional investor and an "accredited investor"
as defined in paragraph (1), (2), (3) or (7) of Rule 501(a) of the Securities Act, and has knowledge and experience in financial and business matters and is capable of
evaluating the merits and risks of its investment in the Notes and is able to bear the economic risk of such investment. Such Lender has
been given such information concerning the Notes, the other Operative Documents, the Collateral and the Borrower as it has requested. 


        (e)    Legend.    Such Lender understands and acknowledges that the Note which it is acquiring will bear a legend as
set forth in the form of Note included as Exhibit A. 




        The
making of any Loan on an Advance Date, and any assignment of any Loan or this Loan Agreement shall constitute an affirmation by the subject assignee or acquiring Lender of the
preceding representations and warranties. 


        Section 5.3.    Representations and Warranties of Collateral Agent.    Trust Company, in its individual
capacity and not in its capacity as Collateral Agent (with the exception of clause (b) below and the last sentence of  clause (c) below, which
representation and warranty is made by Wells Fargo Bank Nevada, National Association, solely in its capacity as
Collateral Agent), hereby represents and warrants to each of the other parties hereto that: 



        (a)    Due Organization, Etc.    Trust Company is a national banking association duly organized, validly existing and
in good standing under the laws of the United States of America; Trust Company has full banking and trust power and authority to enter into and perform its obligations under the Operative Documents to
which it is or is to be a party and each other agreement, instrument and document to be executed and delivered by it on or before the Document Closing Date in connection with or as contemplated by
each such Operative Document to which it is or is to be a party; and the Operative Documents to which Trust Company is a party, have been or will be duly executed and delivered by Trust Company. 


        (b)    Authorization; No Conflict.    The execution and delivery by Trust Company in its individual capacity, and the
Trust Company in its capacity as Collateral Agent of the Operative Documents to which it is or is to be a party, and the performance by Trust Company in its individual capacity or as Collateral Agent
of its obligations under such Operative Documents, have been duly authorized by all necessary action on its part, and do not and will not: (i) contravene any Federal laws governing the banking
powers of Trust Company; (ii) violate any provision of its articles of association or by-laws; (iii) result in a breach of or constitute a default under any indenture, loan
or credit agreement, or any other agreement or instrument to which Trust Company is a party or by which it or its properties may be bound or affected, which breaches or defaults would be reasonably
likely to materially and adversely affect the ability of Trust Company in its individual capacity or as Collateral Agent to perform its obligations under any Operative Documents to which it is or will
be a party; or (iv) require any authorizations, consents, approvals, licenses or formal exemptions from, or any filings, declarations or registrations with, any Governmental Authority governing
the banking powers of Trust Company or any consent or approval of any non-governmental Person. 



21





 




        (c)    Enforceability, Etc.    Each Operative Document to which Trust Company is a party constitutes the legal, valid
and binding obligation of Trust Company enforceable against it in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. Each Operative Document to which the Collateral Agent is a party constitutes
the legal, valid and binding obligation of the Collateral Agent enforceable against it in accordance with the terms thereof, except as such enforceability may be limited by the applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting the enforcement of Creditors' rights generally and by general equitable principles. 


        (d)    Litigation.    There is no action, proceeding or investigation known to Trust Company pending or threatened
which questions the validity of the Operative Documents to which Trust Company is a party or any action taken or to be taken pursuant to the Operative Documents to which Trust Company is a party, if
adversely determined, would be reasonably likely to adversely affect the Trust Company's, in its individual capacity or as Collateral Agent, ability to perform its obligations under the Operative
Documents. 




SECTION 6.    AFFIRMATIVE COVENANTS.    


        The
Borrower hereby covenants and agrees that the Borrower shall and shall cause each of the other Loan Parties to, directly or indirectly (and by executing the FF&E Guaranty, each such
other Loan Party agrees that it will): 


        Section 6.1.    Financial Statements.    Furnish to the Collateral Agent and each Lender: 



        (a)  as
soon as available, but in any event not later than the earlier of (i) 10 days after the filing with the SEC of Wynn Resorts' Annual Report on
Form 10-K (or successor form thereto) with respect to each Fiscal Year and (ii) 90 days after the end of each Fiscal Year, a copy of the audited consolidated and
consolidating balance sheet of Valvino and its consolidated Subsidiaries (including the consolidated balance sheet of the Borrower and its consolidated Subsidiaries) as at the end of such Fiscal Year
and the related audited consolidated statements of income and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, reported on
without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent certified public accountants
of nationally recognized standing; 


        (b)  as
soon as available, but in any event not later than the earlier of (i) 10 days after the filing with the SEC of Wynn Resorts' Quarterly Report on
Form 10-Q (or successor form thereto) with respect to each of the first three quarterly periods of each Fiscal Year and (ii) 45 days after the end of each of the first
three quarterly periods of each Fiscal Year, the unaudited consolidated and consolidating balance
sheets of Valvino and its consolidated Subsidiaries (including the consolidated balance sheet of the Borrower and its consolidated Subsidiaries) as at the end of such quarter and the related unaudited
consolidated and consolidating statements of income and of cash flows for such quarter and the portion of the Fiscal Year through the end of such quarter, setting forth in each case in comparative
form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and 


        (c)  on
and after the Opening Date, as soon as available, but in any event not later than 45 days after the end of each month occurring during each Fiscal Year other
than the third, sixth, ninth and twelfth such month, the unaudited consolidated and consolidating balance sheets of Valvino and its consolidated Subsidiaries (including the consolidated balance sheet
of the Borrower and its consolidated Subsidiaries) as at the end of such month and the related unaudited consolidated and consolidating statements of income and of cash flows for such month and the 



22





 





portion of the Fiscal Year through the end of such month, setting forth in each case in comparative form the figures for the previous year and the figures from the applicable Projections, certified
by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments). 




All
such financial statements shall be complete and correct in all material respects (in the case of financial statements delivered pursuant to subsections
(b) and (c) of this Section 6.l, subject to normal year-end
audit adjustments) and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by
such accountants or officer, as the case may be, and disclosed therein). 


        Section 6.2.    Certificates; Other Information.    Furnish to the Collateral Agent and each Lender, or, in the
case of subsections (g), (h) and (j), to the Collateral
Agent, or, in the case of subsection (l), to the relevant Lender: 



        (a)  concurrently
with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the
independent certified public accountants reporting on such financial statements stating that (i) their audit examination has included a review of the terms of this Loan Agreement and the other
Loan Documents as they relate to accounting matters, (ii) in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such
certificate, and (iii) based on their audit examination nothing has come to their attention that causes them to believe that the information contained in the certificates (including, without
limitation, the Compliance Certificate) delivered therewith pursuant to subsection (b) below is not correct or stated in accordance with the terms of
this Loan Agreement; 


        (b)  concurrently
with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a
Responsible Officer stating that, to the best of each such Responsible Officer's knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and
satisfied every condition, contained in this Loan Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has
obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, a Compliance Certificate
containing all information and calculations necessary for determining compliance by the Loan Parties with the provisions of this Loan Agreement referred to therein as of the last day of the applicable
fiscal quarter or Fiscal Year, as the case may be and (iii) in the case of monthly financial statements delivered after the Completion Date, a certificate of a Responsible Officer setting forth
all payments made by the Borrower with respect to Affiliated Overhead Expenses during the 12-month period ending on the last day of the applicable month (or such shorter period commencing
on the Completion Date if the Completion Date occurred during such 12-month period) and stating that all such payments were in reimbursement of Affiliated Overhead Expenses and permitted
pursuant to Section 7.10(d); 


        (c)  as
soon as available, and in any event no later than the Completion Date and 30 days prior to the beginning of each Fiscal Year thereafter, a detailed
consolidated and consolidating budget of Valvino and its consolidated Subsidiaries (including a detailed consolidated budget of the Borrower and its consolidated Subsidiaries) for such Fiscal Year (or
portion thereof from the Completion Date through the end of such Fiscal Year) (including a projected consolidated and consolidating balance sheet of Valvino and it consolidated Subsidiaries (including
a consolidated balance sheet for the Borrower and its consolidated Subsidiaries) as of the end of such Fiscal Year, and the related consolidated and consolidating statements of projected cash flow,
projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such Fiscal Year (collectively,
the "Projections"), which Projections shall in each case be accompanied by a certificate of a 



23





 





Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are
incorrect or misleading in any material respect; 


        (d)  within
45 days after the end of each fiscal quarter after the Completion Date, a narrative discussion and analysis of the financial condition and results of
operations of each of the Loan Parties for such fiscal quarter and for the period from the beginning of the then current Fiscal Year (or if the then current Fiscal Year is the Fiscal Year in which the
Completion Date has occurred, from the Completion Date) to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the
previous Fiscal Year; 


        (e)  within
five days after the same are sent, copies of all financial statements and reports that any Loan Party sends to the holders of any class of its debt securities to
the extent not previously delivered to the Lenders and, within five days after the same are filed, copies of all financial statements and reports that any Loan Party may make to, or file with, the
SEC; 


        (f)    on
the date of the occurrence thereof, notice that (i) any or all of the obligations under the Mortgage Notes Indenture or the Wynn Credit Agreement have been or
can be accelerated, or (ii) the trustee or
the required holders of Mortgage Notes, or the Administrative Agent or required Wynn Banks, as the case may be, has given notice that any or all such obligations are to be or can be accelerated; 


        (g)  promptly,
and in any event within ten Business Days after any Material Contract, or any other contract or arrangement (or a series of related contracts or arrangements)
pursuant to which the Loan Parties are, or any one of them is, reasonably expected to incur obligations or liabilities with a Dollar Value in excess of $8,000,000 during the term of such contract or
arrangement is terminated or amended or any new Material Contract or any other such contract or arrangement is entered into, or upon becoming aware of any material default by any Person under a
Material Contract or any other such contract or arrangement, a written statement describing such event with copies of such amendments or new Material Contracts or such other contracts or arrangements,
and, with respect to any such terminations or material defaults, an explanation of any actions being taken with respect thereto; 


        (h)  promptly
upon receipt, copies of all notices provided to any Loan Party or their Affiliates pursuant to any documents evidencing Other Indebtedness, relating to material
defaults or material delays and promptly upon execution and delivery thereof, copies of all amendments to any of the documents evidencing Other Indebtedness; 



        (i)    to
the extent not included in subsections (a) through (h) above, no later
than the date the same are required to be delivered thereunder, copies of all agreements, documents or other instruments (including, without limitation, (i) audited and unaudited, pro forma and
other financial statements, reports, forecasts, and projections, together with any required certifications thereon by independent public auditors or officers of any Loan Party or otherwise,
(ii) press releases, (iii) statements or reports furnished to any other holder of the securities of any Loan Party and (iv) regular, periodic and special securities reports) that
any Loan Party is required to provide pursuant to the terms of the Other Indebtedness; 



24











  



        (j)    promptly,
and in any event within 30 days of the end of each Fiscal Year after the Completion Date, deliver to the Collateral Agent a certificate substantially in
the form of Exhibit M hereto and otherwise in form and substance satisfactory to the Collateral Agent in consultation with the Insurance Advisor,
certifying that the insurance requirements of Section 8.2 have been implemented and are being complied with in all material respects; 


        (k)  within
twenty days after the end of each fiscal quarter of the Borrower, a schedule of all Proceedings involving an alleged liability of, or claims against or affecting,
any Loan Party equal to or greater than $1,000,000, and promptly after request by the Collateral Agent such other information as may be reasonably requested by the Collateral Agent to enable the
Collateral Agent and its counsel to evaluate any of such Proceedings; and 


        (l)    promptly,
such additional financial and other information as any Lender may from time to time reasonably request. 




        Section 6.3.    Payment of Obligations.    To the extent not otherwise subject to valid subordination,
standstill, intercreditor or similar arrangements, pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of
whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the relevant Loan Party. 


        Section 6.4.    Conduct of Business and Maintenance of Existence, Etc.    (a) Preserve, renew and keep in full
force and effect its corporate or limited liability company existence and in each case remain a Wholly Owned Subsidiary of Wynn Resorts and its direct parent entity and (b) take all reasonable
action to maintain all rights, privileges, franchises, Permits and licenses necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by  Section 7.4
and except, in the case of subsection (ii) above, to the extent that failure to do so
could not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. 


        Section 6.5.    Maintenance of Property; Leases; Insurance.    


        (a)  Keep
all Property and systems useful and necessary in its business in good working order and condition, ordinary wear and tear excepted. 


        (b)  Maintain
all rights of way, easements, grants, privileges, licenses, certificates, and Permits necessary for the intended use of any Real Estate except any such item the
loss of which, individually or in the aggregate, could not reasonably be expected to materially adversely affect or interfere with the Permitted Business of any Loan Party or have a material adverse
effect on the Casino Land, the Golf Course Land or the Phase II Land. 


        (c)  Comply
with the terms of each lease or other grant of Real Estate, including easement grants, so as to not permit any material uncured default on its part to exist
thereunder, except, in each case, where noncompliance therewith could not reasonably be expected to materially adversely affect or interfere with the Permitted Business or Property of any Loan Party. 


        (d)  Maintain
with financially sound and reputable insurance companies insurance on all its Property (including, without limitation, all inventory, equipment and vehicles) in
accordance with Section 8.2 and with the Wynn Credit Agreement. 


        (e)  Subject
to the Security Documents, preserve and protect the Lien status of each Security Document and, if any Lien (other than unrecorded Liens permitted under  Section 7.3 that arise by operation of law
and other Liens permitted under Section 7.3(f))
is asserted against the Collateral, promptly and at its expense, give the Collateral Agent a detailed written notice of such Lien and pay the underlying claim in full or take such other action so as
to cause it to be released or bonded over in a manner reasonably satisfactory to the Collateral Agent. 


25





 



        Section 6.6.    Inspection of Property; Books and Records; Discussions.    (a) Keep proper books of records and
account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and
(b) subject to any Nevada Gaming Laws restricting such actions, permit representatives of any Lender to visit and inspect any of its properties and examine and, at the Borrower's expense, make
abstracts from any of its books and records at any reasonable time and upon reasonable prior notice and as often as may reasonably be desired and to discuss the business, operations, properties and
financial and other condition of Valvino or any Loan Party with officers and employees of Valvino or such Loan Party and with their respective independent certified public accountants. 



        Section 6.7.    Notices.    Promptly give notice to the Collateral Agent and each Lender, and, in the case of  clause (a), to the Administrative Agent and the Mortgage Notes Indenture Trustee, of: 



        (a)  the
occurrence of any Default or Event of Default; 


        (b)  any
(i) default or event of default (or alleged default) under any Contractual Obligation of any Loan Party or (ii) litigation, investigation or proceeding
which may exist at any time between any Loan Party and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to
have a Material Adverse Effect; 


        (c)  upon
any officer of a Loan Party obtaining knowledge thereof, institution of any action, suit, proceeding (whether administrative, judicial or otherwise), governmental
investigation or arbitration against or affecting any Loan Party or any Property of a Loan Party (collectively, "Proceedings") not previously disclosed
in writing by the Borrowers to the Lenders that, in any case (A) if adversely determined, has a reasonable possibility of giving rise to a Material Adverse Effect or (B) seeks to enjoin
or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, or any material development in any such Proceeding, in each
case together with such other information as may be reasonably available to the Loan Parties to enable Lenders and their counsel to evaluate such matters; 


        (d)  the
following events, as soon as possible and in any event within 30 days after any Loan Party knows or has reason to know thereof: (i) the occurrence of
any Reportable Event with respect to any Plan, a material failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the
termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC, Valvino, the Borrower, any other Loan
Party or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan; and 


        (e)  any
development or event that has had or could reasonably be expected to have a Material Adverse Effect. 




Each
notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Loan
Party proposes to take with respect thereto. 



 Section 6.8. Environmental Laws; Permits.  




        (a)  Comply
in all material respects with, and use best efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable
Environmental Laws and Environmental Permits, and obtain, maintain and comply in all material respects with and maintain, and use best efforts to ensure that all tenants and subtenants obtain,
maintain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws. 


26





 

        (b)  Conduct
and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply
in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws related to the Mortgaged Property or the Project. 


        (c)  [Reserved]



        (d)  Deliver
to the Collateral Agent (i) as soon as practicable following receipt thereof, copies in any Loan Party's possession or any Loan Party's control of all
environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Valvino or the Loan Parties or by independent consultants, governmental
authorities or any other Persons, with respect to Environmental Matters at the Site or the Project or with respect to any Environmental Claims, (ii) promptly upon the occurrence thereof,
written notice describing in reasonable detail (A) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws,
(B) any remedial action taken by any Person in response to (1) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more
Environmental Claims against a Loan Party that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (2) any Environmental Claims against a
Loan Party that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (iii) as soon as practicable following the sending or receipt thereof by
any Loan Party, a copy of any and all written communications with respect to (A) any Environmental Claims that could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect, (B) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (C) any request for information from any
governmental agency indicating that such agency is investigating whether any Loan Party may be potentially responsible for any Hazardous Materials Activity, (iv) prompt written notice
describing in reasonable detail (A) any proposed acquisition of stock, assets, or property by Valvino or any Loan Party that could reasonably be expected to (1) expose Valvino or any
Loan Party to, or result in, Environmental Claims that could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect or (2) affect the ability of any
Loan Party to maintain in full force and effect all material Permits required under any Environmental Laws for their respective operations and (B) any proposed action to be taken by any Loan
Party to modify current operations in a manner that could reasonably be expected to subject such Loan Party to any material additional obligations or requirements under any Environmental Laws that
could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, (v) any notice that any Governmental Authority may condition approval of, or any
application for, any material Permit held by any Loan Party on terms and conditions that are materially burdensome to such Loan Party, or
to the operation of any of its businesses or any property owned, leased or otherwise operated by such Person, (vi) notice of any actions or proceedings of the types described in  Sections 5.1(q)(iii) through (v), (vii) as soon as
practicable, all documents submitted to, filed with or received from any Governmental Authority, including without limitation the Nevada Public Utilities Commission and the State of Nevada, Division
of Water Resources, with respect to the Water Permits and (viii) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the
Collateral Agent in relation to any matters disclosed pursuant to this Section 6.8(d). 


        Section 6.9.    [Intentionally Omitted].    


        Section 6.10.    Additional Subsidiaries and Discharge of Liens.    


        (a)  [Intentionally
Omitted]. 


        (b)  With
respect to any new Subsidiary created or acquired after the Document Closing Date by any Loan Party, subject to compliance with Nevada Gaming Laws, promptly
(i) cause such new Subsidiary to become a party to the FF&E Guaranty, (ii) if requested by the Collateral Agent, deliver 


27





 




to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent and
(iii) execute and/or deliver such other documents or provide such other information as the Collateral Agent may reasonably request, including delivering documents and taking such other actions
which would have been required under Section 3.1 of the Disbursement Agreement if such new Subsidiary were a Loan Party on the Document Closing Date. 


        Section 6.11.    Use of Proceeds.    Except as set forth in  Section 6.16, use the proceeds of the Loans only for the
payment of the Purchase Price of the Equipment and Transaction Costs and the payment of
all sums due and owing under the Original Aircraft Financing Documents. 


        Section 6.12.    Compliance with Laws, Project Documents, Etc.; Permits.    


        (a)  Comply
with all Requirements of Law, noncompliance with which could reasonably be expected to cause, individually or in the aggregate, a Material Adverse Effect and
comply in all material respects with its Governing Documents. 


        (b)  Comply,
duly and promptly, in all material respects with its respective obligations and enforce all of its respective rights under all Project Documents, except, in the
case of Project Documents other than Material Affiliated Contracts, where the failure to comply could not reasonably be expected to have a Material Adverse Effect. 


        (c)  From
time to time obtain, maintain, retain, observe, keep in full force and effect and comply with the terms, conditions and provisions of all Permits as shall now or
hereafter be necessary under applicable laws, to the extent the noncompliance therewith could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. From time
to time maintain, retain, observe and keep in full force and effect and comply with the terms, conditions and provisions of all Water Permits. 



        Section 6.13.    Further Assurances.    From time to time execute and deliver, or cause to be executed and
delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent or any Lender may reasonably request, for the purposes of implementing or
effectuating the provisions of this Loan Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights of the Collateral Agent and the Lenders with respect to the
Collateral (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other property or assets hereafter acquired by any Loan Party which may be
deemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to this Loan Agreement or the
other Loan Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Borrower shall, or shall cause any other applicable Loan Party
to (and by executing the FF&E Guaranty, each such other Loan Party agrees that it will), execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments
and other documents and papers that the Collateral Agent or such Lender may be required to obtain from the Borrower or the applicable Loan Party for such governmental consent, approval, recording,
qualification or authorization. In the event that, notwithstanding the covenants contained in Section 7, a Lien not otherwise permitted under
this Loan Agreement shall encumber the Collateral or any portion thereof, the relevant Loan Party shall promptly discharge or cause to be discharged by payment to the lienor or lien claimant or
promptly secure removal by bonding or deposit with the county clerk or otherwise or, at the Collateral Agent's option, and if obtainable promptly obtain title insurance against, any such Lien or
mechanics' or materialmen's claims of lien filed or otherwise asserted against the Collateral or any portion thereof within 60 days after the date of notice thereof;  provided, that the provisions
of this Section 6.13 (and compliance therewith) shall not be deemed
to constitute a waiver of any of the provisions of Section 7. Each of the Loan Parties shall fully preserve the Lien and the priority of each of
the Security Documents without cost or expense to the Collateral Agent or the 


28





 




Lenders. If any Loan Party fails to promptly discharge, remove or bond off any such Lien or mechanics' or materialmen's claim of lien as described above, which is not being contested by the
applicable Loan Party in good faith by appropriate proceedings promptly instituted and diligently conducted, within 30 days after the receipt of notice thereof, then the Collateral Agent may,
but shall not be required to, procure the release and discharge of such Lien, mechanics' or materialmen's claim of lien and any judgment or decree thereon, and in furtherance thereof may, in its sole
discretion, effect any settlement or compromise with the lienor or lien claimant or post any bond or furnish any security or indemnity as the Collateral Agent, in its sole discretion, may elect. In
settling, compromising or arranging for the discharge of any Liens under this subsection, the Collateral Agent shall not be required to establish or confirm the validity or amount of the Lien. The
Borrower agrees that all costs
and expenses expended or otherwise incurred pursuant to this Section 6.13 (including reasonable attorneys' fees and disbursements) by the
Collateral Agent shall constitute Obligations and shall be paid by the Borrower in accordance with the terms hereof. 


        Section 6.14.    [Reserved].    


        Section 6.15.    [Reserved].    


        Section 6.16.    Use of Proceeds on Initial Advance Date.    On the Initial Advance Date, use the proceeds of
the Loans solely (a) to pay all sums due and owing under the Original Aircraft Financing Documents, (b) to pay Transaction Costs and (c) to the extent the proceeds of the Loans
exceed the amounts payable pursuant to clause (a) and (b) hereof, to pay Project Costs. 


        Section 6.17.    Appraisal.    (a) Prior to the Completion Date, the Borrower shall, at its own cost and
expense, cause to be completed and delivered to the Collateral Agent and the Lenders an Appraisal of the Equipment. 


        (b)  The
Borrower shall, as required pursuant to the terms of the Disbursement Agreement, promptly cause, additional Items of Equipment to become subject to the first
priority security interest of the Borrower Security Agreement. 


SECTION 7.    NEGATIVE COVENANTS.    


        The
Borrower hereby covenants and agrees that the Borrower shall not, and shall not permit any of the other Loan Parties to, directly or indirectly (and by executing the FF&E Guaranty,
each such other Loan Party agrees that it will not): 


        Section 7.1.    Financial Condition Covenants.    



        (a)    Consolidated Leverage Ratio.    Permit the Consolidated Leverage Ratio of the Borrower as at the last day of
any period of four full consecutive fiscal quarters (or such shorter period ending on any Quarterly Date set forth below and beginning on the first day of the first fiscal quarter which begins 


29






 




after the Opening Date) ending on any Quarterly Date set forth below to exceed the ratio set forth below opposite such Quarterly Date: 



	Quarterly Date
 
	 	Consolidated Leverage Ratio

	First Quarterly Date	 	6.75:1
	Second Quarterly Date	 	5.75:1
	Third Quarterly Date	 	5.50:1
	Fourth, Fifth and Sixth Quarterly Dates	 	5.25:1
	Seventh and Eight Quarterly Dates	 	5.00:1
	Ninth and Tenth Quarterly Dates	 	4.75:1
	Eleventh Quarterly Date	 	4.50:1
	Twelfth and Thirteenth Quarterly Dates	 	4.25:1
	Fourteenth and Fifteenth Quarterly Dates	 	4.00:1
	Sixteenth Quarterly Date and each Quarterly Date thereafter	 	3.75:1





;
provided, that for purposes of calculating Consolidated EBITDA pursuant to this Section 7.1(a)
for any period which is less than four full fiscal quarters, Consolidated EBITDA shall be calculated on an annualized basis. 


        (b)    Minimum Consolidated EBITDA.    Permit Consolidated EBITDA of the Borrower for any period of four full
consecutive fiscal quarters (or such shorter period ending on the Initial EBITDA Calculation Date (if any) or any Quarterly Date set forth below and beginning on the first day of the first fiscal
quarter which begins after the Opening Date) ending on the Initial EBITDA Calculation Date (if any) or any Quarterly Date set forth below to be less than the correlative amount set forth below
opposite the Initial EBITDA Calculation Date (if any) or such Quarterly Date. 



	Initial EBITDA Calculation Date/Quarterly Date
 
	 	Consolidated EBITDA

	Initial EBITDA Calculation Date	 	$	170,000,000
	First Quarterly Date	 	$	215,000,000
	Second and Third Quarterly Dates	 	$	250,000,000
	Fourth, Fifth, Sixth, Seventh, Eight and Ninth Quarterly Dates	 	$	260,000,000
	Tenth, Eleventh and Twelfth Quarterly Dates	 	$	270,000,000
	Thirteenth and Fourteenth Quarterly Dates	 	$	275,000000
	Fifteenth Quarterly Date and each Quarterly Date thereafter	 	$	280,000,000





; provided, that for purposes of calculating Consolidated EBITDA pursuant to this Section 7.1(b) for any period which is less than four full
fiscal quarters, Consolidated EBITDA shall be calculated on an annualized basis. 


        (c)    Consolidated Fixed Charge Coverage Ratio.    Permit the Consolidated Fixed Charge Coverage Ratio of the
Borrower for any period of four full consecutive fiscal quarters (or such shorter period ending on any Quarterly Date set forth below and beginning on the first day of the first fiscal quarter which
begins after the Opening Date) ending with any Quarterly Date set forth below to be less than the ratio set forth below opposite such Quarterly Date: 



	Quarterly Date
 
	 	Consolidated Fixed Charge

Coverage Ratio

	First, Second, Third, Fourth, Fifth, Sixth, Seventh and Eighth Quarterly Dates	 	1.00:1
	Ninth Quarterly Date and each Quarterly Date thereafter	 	1.05:1





        (d)    Maintenance of Net Worth.    Permit the Consolidated Net Worth of the Borrower (i) at the first
Quarterly Date to be less than the sum of (such sum, the "Required First Quarter Net Worth") $900,000,000 and (x) if Consolidated Net Income from
the Document Closing Date through the first 


30





 




Quarterly Date is less than or equal to zero, 100% of such negative amount of such Consolidated Net Income or (y) if Consolidated Net Income from the Document Closing Date through the first
Quarterly Date is greater than zero, 75% of such positive amount of such Consolidated Net Income and (ii) at any Quarterly Date subsequent to the first Quarterly Date to be less than the sum of
the Required First Quarter Net Worth plus an amount equal to the sum of 75% of Consolidated Net Income for all periods from the first Quarterly Date through such Quarterly Date. 


        (e)    Consolidated Interest Coverage Ratio.    Permit the Consolidated Interest Coverage Ratio of the Borrower for
any period of four full consecutive fiscal quarters (or such shorter period ending on any Quarterly Date set forth below and beginning on the first day of the first fiscal quarter which begins after
the Opening Date) ending on any Quarterly Date set forth below to be less than the ratio set forth below opposite such Quarterly Date: 



	Quarterly Date
 
	 	Consolidated Interest

Coverage Ratio

	First Quarterly Date	 	1.55:1
	Second Quarterly Date	 	1.75:1
	Third Quarterly Date	 	1.90:1
	Fourth, Fifth and Sixth Quarterly Dates	 	2.00:1
	Seventh, Eighth and Ninth Quarterly Dates	 	2.10:1
	Tenth, Eleventh, Twelfth and Thirteenth Quarterly Dates	 	2.25:1
	Fourteenth Quarterly Date and each Quarterly Date thereafter	 	2.50:1





        Section 7.2.    Limitation on Indebtedness.    Create, incur, assume or suffer to exist any Indebtedness,
except: 



        (a)  Indebtedness
of any Loan Party created under any Loan Document; 


        (b)  Unsecured
Indebtedness of (i) any Loan Party (other than Desert Inn Improvement) to the Borrower or any Solvent Subsidiary of the Borrower (other than Capital
Corp. and the Completion Guarantor, except with respect to Indebtedness, the proceeds of which are necessary for the corporate maintenance of Capital Corp.), (ii) Valvino to Wynn Resorts
Holdings or Wynn Resorts Holdings to Valvino (so long as Wynn Resorts Holdings, on the one hand, or Valvino, on the other hand, is Solvent) and (iii) any Wynn Group Entity to any other Solvent
Loan Party other than the Desert Inn Improvement or Capital Corp. or the Completion Guarantor; provided, that in each case such Indebtedness is
evidenced by, and subject to the terms and conditions of, the Subordinated Intercompany Note and is otherwise subordinated in right of payment to the Obligations under the Loan Documents and the
Mortgage Notes Indenture on terms and conditions reasonably satisfactory to the Collateral Agent; 


        (c)  Indebtedness
of World Travel to the Borrower represented by the Intercompany Note; 


        (d)  Indebtedness
(other than the Indebtedness referred to in Section 7.2(f)) of the Loan Parties outstanding on the
date hereof and listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal
amount thereof or any shortening of the maturity of any principal amount thereof); 



        (e)  Unsecured
Guarantee Obligations made in the ordinary course of business (i) by any Loan Party (other than Desert Inn Improvement) of obligations of the Borrower
or any Solvent Subsidiary of the Borrower (other than Capital Corp. and the Completion Guarantor), (ii) by Valvino of obligations of Wynn Resorts Holdings or by Wynn Resorts Holdings of
obligations of Valvino (so long as Wynn Resorts Holdings, on the one hand, or Valvino, on the other hand, is Solvent) and (iii) any Wynn Group Entity to any other Loan Party other than Desert
Inn Improvement or Capital Corp. or the Completion Guarantor (so long as such Loan Party is Solvent); 



31





 




        (f)    (i) Indebtedness
of the Borrower and Capital Corp. created under the Mortgage Notes Indenture in respect of the Mortgage Notes in an aggregate principal amount,
including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (i),
not to exceed $370,000,000 in principal amount (reduced by any principal payments required to be made thereon) and Guarantee Obligations of any Loan Party in respect of such Indebtedness represented
by the Mortgage Note Guarantees; provided,that the principal amount of the Indebtedness permitted pursuant to this  clause (i) may be increased for
purposes of, and in an amount equal to, Indebtedness permitted pursuant to  Section 7.2(l), and (ii) Indebtedness of the Borrower created under
the Wynn Credit Agreement, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this  clause (ii), in an aggregate
principal amount, not to exceed (A) at any time prior to the Completion Date, $1,050,000,000,  provided that to the extent such aggregate principal amount exceeds $1,000,000,000, the Borrower shall
have received an amount equal to such excess in
the form a capital contribution and (B) at any time after the Completion Date, $1,050,000,000 (plus, in each case, any accrued and unpaid interest thereon added to principal) and
Guarantee Obligations of any Loan Party in respect of such Indebtedness represented by the Guarantee and Collateral Agreement; 


        (g)  Indebtedness
of the Loan Parties (including, without limitation, Capital Lease Obligations) secured by Liens permitted by  Section 7.3(s) in an aggregate principal amount not to exceed $10,000,000 at any one
time outstanding; 


        (h)  Indebtedness
of the Loan Parties to employees of the Loan Parties (or their estates) incurred in connection with any repurchase of employee stock options or stock upon
death, disability or termination of such employee in accordance with employment agreements or option plans or agreements, provided, that (i) such
Indebtedness, when aggregated with any payments made under Section 7.6(f), will not exceed $2,000,000 in any Fiscal Year and $6,000,000 during
the term of this Loan Agreement, (ii) such Indebtedness shall be unsecured and subordinated on terms and conditions satisfactory to the Initial Arrangers and in any event not less favorable to
the Loan Parties and the Lenders than the terms of the Subordinated Intercompany Note, subject to such covenants and events of default as may be acceptable to the Initial Arrangers and expressly
provide that payments thereon shall be required only to the extent not restricted by any Financing Agreement; 



        (i)    Subordinated
Debt of the Loan Parties not to exceed an aggregate of $25,000,000 at any one time outstanding; provided,
that the Net Cash Proceeds of such Subordinated Debt shall be applied within one Business Day of the incurrence of such Subordinated Debt to the prepayment, subject to  Section 7.9, of the Term
Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.12(a) of the Wynn Credit
Agreement; 


        (j)    Indebtedness
of the Loan Parties incurred to finance the acquisition of the Additional Land, provided that such Indebtedness shall not exceed the fair market value of
the Additional Land (provided, that in determining such fair market value consideration will be given to the value of the Additional Land to the Loan
Parties in light of their current Property and Permitted Business); 


        (k)  On
or prior to the Final Completion Date, Guarantee Obligations represented by performance bonds, guaranties, commercial or standby letters of credit (other than Letters
of Credit (as defined in the Wynn Credit Agreement)) bankers' acceptances or similar instruments issued by a Person other than Wynn Resorts or any Loan Party for the benefit of a trade creditor of any
such Loan Party, in an aggregate amount not to exceed $10,000,000 at any time outstanding so long as (i) such is incurred in the ordinary course of business and (ii) the obligations of
any Loan Party, as the case may be, supported by such performance bonds, guaranties, trade letters of 



32





 





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 Loan Party pursuant to the Disbursement Agreement and (2) are secured, and (3) are secured solely by Liens permitted by  Section 7.3(v); 


        (l)    after
the Final Completion Date, Guarantee Obligations represented by performance bonds, guaranties, commercial or standby letters of credit (other than Letters of
Credit (as defined in the Wynn Credit Agreement)), bankers' acceptances or similar instruments issued by Person other than Wynn Resorts or any Loan Party for the benefit of a trade creditor of any
such Loan Party, in an aggregate amount not to exceed $5,000,000 at any time outstanding so long as (i) such Indebtedness is incurred in the ordinary course of business and (ii) the
obligations of any Loan Party, as the case may be, supported by such performance bonds, guaranties, trade letters of credit, bankers' acceptances or similar instruments (1) do not consist of
payment obligations with respect to Project Costs and (2) if secured, are secured solely by Liens permitted by Section 7.3(w); 


        (m)  Indebtedness
of the Borrower to be used solely for the development, construction and opening of the Entertainment Facility, in an aggregate principal amount (or original
accreted value, as applicable) at any time not to exceed the lesser of (a) $50,000,000 and (b) 200% of the Entertainment Facility Equity Proceeds;  provided, that in no event shall borrowings
or other extensions of credit under the documentation governing such Indebtedness be made until all
Entertainment Facility Equity Proceeds (as defined in the Wynn Credit Agreement) have been applied to the development, construction and opening of the Entertainment Facility; and 


        (n)  additional
Indebtedness of the Loan Parties in an aggregate principal amount (for all the Loan Parties) not to exceed $5,000,000 at any one time outstanding. 




        Section 7.3.    Limitation on Liens.    Create, incur, assume or suffer to exist any Lien upon any of its
Property, whether now owned or hereafter acquired, except for: 



        (a)  Liens
for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on the books of the applicable Loan Party, as the case may be, in conformity with GAAP; 


        (b)  carriers',
warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business for amounts which are not overdue for a
period of more than 30 days or that are being contested in good faith by appropriate proceedings (such contest proceedings conclusively operating to stay the sale of any portion of the
Collateral on account of such Lien); provided, that adequate reserves with respect thereto are maintained on the books of the applicable Loan Party, as
the case may be, in conformity with GAAP; 


        (c)  pledges
or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; 



33











  



        (d)  deposits
by or on behalf of the Loan Parties to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, appeal
bonds and other obligations of a like nature incurred in the ordinary course of business, including, without limitation, deposits permitted pursuant to Section 6.10(c) of the Disbursement
Agreement; 


        (e)  easements,
rights-of-way, restrictions, encroachments and other similar encumbrances and other minor defects and irregularities in title, in each
case incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the Property subject thereto or
materially interfere with the ordinary conduct of the business of the applicable Loan Party; 


        (f)    Liens
in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by  Section 7.2(d); provided that no such Lien is spread to cover any additional Property (other than
proceeds of the sale or other disposition thereof) after the Document Closing Date and that the amount of Indebtedness secured thereby is not increased; 


        (g)  Liens
created pursuant to the Security Documents; 


        (h)  leases
and subleases permitted under Section 7.5(f) and any leasehold mortgage in favor of any party financing the
lessee under any lease or sublease permitted under Section 7.5(f); provided that (a) no
Loan Party 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; 


        (i)    Liens
created by the Golf Course Lease, the Driving Range Lease, the Building Lease or the Employee Parking Lot Lease (in each case encumbering only the Property covered
by such associated lease agreement); 


        (j)    licenses
of patents, trademarks and other intellectual property rights granted by a Loan Party in the ordinary course of business and not interfering in any material
respect with the ordinary conduct of the business of such Loan Party; 


        (k)  Liens
securing Indebtedness permitted under Section 7.2(f)(i);  provided, that any such Liens on the Equipment are junior in priority to the Liens securing
the Obligations; 


        (l)    Liens
securing Indebtedness permitted under Section 7.2(f)(ii);  provided, that any such Liens on the Equipment are junior in priority to the Liens securing
the Obligations; 



        (m)  prior
to the Final Completion Date, any "Permitted Liens" under the Disbursement Agreement; 


        (n)  any
attachment or judgment Lien not constituting an Event of Default under Section 8.1(h); 


        (o)  Permitted
Encumbrances; 


        (p)  Liens
arising from the filing of UCC financing statements relating solely to leases permitted by this Loan Agreement; 



        (q)  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; 


        (r)  any
zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any Real Estate; 


        (s)  Liens
securing Indebtedness of the Loan Parties incurred pursuant to Section 7.2(g) to finance the acquisition of
fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital
assets (or the refinancing 



34





 





of such Indebtedness as otherwise permitted hereunder), (ii) such Liens do not at any time encumber any Property other than the Property (and proceeds of the sale or other disposition thereof)
financed by such Indebtedness, (iii) the principal amount of Indebtedness secured thereby is not increased and (iv) the Property financed by such Indebtedness is not of a type that will
become affixed to the Project such that the removal thereof could reasonably be expected to materially interfere with the ongoing ordinary course operations of the Project; 


        (t)    Liens
securing Indebtedness of the Loan Parties incurred pursuant to Section 7.2(j) to finance the acquisition of
the Additional Land, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of the Additional Land,
(ii) such Liens do not at any time encumber any Property other than the Additional Land (and proceeds of the sale or other disposition thereof) and (iii) the principal amount of
Indebtedness secured thereby is not increased; 


        (u)  Liens
with respect to the Aircraft granted by World Travel to the Borrower securing Indebtedness under the Intercompany Note; 


        (v)  Liens
on cash disbursed pursuant to the Disbursement Agreement and deposited with, or held for the account of, any Loan
Party securing reimbursement obligations under performance bonds, guaranties, commercial or standby letters of credit, bankers' acceptances or similar instruments permitted under  Section 7.2(k)
granted in favor of the issuers of such performance bonds, guaranties, commercial letters of credit or bankers' acceptances, so
long as (i) any cash disbursed to secure such reimbursement obligations is invested (if at all) in Permitted Securities only (to the extent the Borrower has the right to direct the investment
thereof) and is segregated from the Loan Parties' general cash accounts so that such Liens attach only to such cash and Permitted Securities and (ii) the amount of cash and/or Permitted
Securities secured by such Liens is not less than the amount of Indebtedness secured thereby and in any event does not exceed 110% of the amount of the Indebtedness secured thereby (ignoring, any
interest earned or paid on such cash and any dividends or distributions declared or paid in respect of such Permitted Investments); and 


        (w)  Liens
on cash deposited with, or held for the account of, any Loan Party securing reimbursement obligations under performance bonds, guaranties, commercial or standby
letters of credit, bankers' acceptances or similar instruments permitted under Section 7.2(l), granted in favor of the issuers of such
performance bonds, guaranties, commercial letters of credit or bankers' acceptances, so long as (i) any cash used as security for such reimbursement obligations is invested (if at all) in Cash
Equivalents only (to the extent the Borrower has the right to direct the investment thereof) and is segregated from the Loan Parties' general cash accounts so that such Liens attach only to such cash
and Cash Equivalents and (ii) the amount of cash and/or Cash Equivalents secured by such Liens does not exceed 110% of the amount of the Indebtedness secured thereby (ignoring any interest
earned or paid on such cash and any dividends or distributions declared or paid in respect of such Cash Equivalents). 




        Section 7.4.    Limitation on Fundamental Changes.    Enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: 



        (a)  (i) any
Solvent Loan Party (other than the Water Entities) may be merged or consolidated with or into the Borrower or any Solvent Subsidiary of the Borrower
(other than Capital Corp. and the Completion Guarantor), (ii) Valvino may be merged or consolidated with or into Wynn Resorts Holdings and Wynn Resorts Holdings may be merged or consolidated
with or into Valvino (in each case so long as each of Wynn Resorts Holdings and Valvino are Solvent) and (iii) any Solvent Wynn Group Entity may be merged or consolidated with or into any other
Solvent Loan Party other than Desert Inn Improvement, Capital Corp. or the Completion Guarantor 



35





 


(provided that in the event any such merger or consolidation involves the Borrower, the Borrower shall be the continuing or surviving entity and, in
the event such merger or consolidation involves a Subsidiary of the Borrower (but not the Borrower), a Subsidiary of the Borrower shall be the continuing or surviving entity); 



        (b)  (i) any
Solvent Loan Party may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Solvent Subsidiary of the
Borrower (other than Capital Corp. and the Completion Guarantor), (ii) Valvino may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Wynn Resorts Holdings and
Wynn Resorts Holdings may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Valvino (in each case so long as each of Wynn Resorts Holdings and Valvino are Solvent) and
(iii) any Solvent Wynn Group Entity may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Loan Party other than the Desert Inn Improvement, Capital
Corp. or the Completion Guarantor (so long as such Loan Party is Solvent); provided, that any permitted Disposition of Capital Stock of a Loan Party
pursuant to this Section 7.4(b) must be of no less than all Capital Stock of such Loan Party; provided,
further, that in no event shall (x) Wynn Resorts Holdings be permitted to Dispose of any Capital Stock of the Borrower (other than to the extent such Disposition occurs
in connection with the merger of Wynn Resorts Holdings into Valvino as permitted pursuant to Section 7.4(a)) or (y) the Borrower or any of
its Subsidiaries acquire the Capital Stock of either of the Water Entities (other than to the extent such Disposition occurs in connection with the merger of a Water Entity into the Borrower or a
Subsidiary of the Borrower as permitted pursuant to Section 7.4(a) and any such merger could not result in any of the Loan Parties becoming
subject to regulation by the Nevada Public Utilities Commission); provided, further that in no event
shall Desert Inn Improvement become a Subsidiary of the Borrower; and 


        (c)  any
Loan Party may Dispose of any of its Property in accordance with Section 7.5. 




        Section 7.5.    Limitation on Disposition of Property.    Dispose of any of its Property or Property
(including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or issue or sell any shares of Capital Stock to any Person, except: 



        (a)  the
Disposition for fair market value in the ordinary course of business of obsolete or worn out Property or Property no longer useful in the business of the applicable
Loan Party; provided, that (i) such Disposition could not reasonably be expected to materially adversely affect the Project, any of the Mortgaged
Properties or any of the Collateral, (ii) to the extent such Property is Collateral, prior to such Disposition any such Property shall be replaced with other Property of
(A) substantially equal or greater utility and similar use and (B) either (x) a value at least substantially equal to that of the replaced Property when first acquired or
(y) substantially equal or greater quality and, if applicable, prestige and caliber as the replaced Property when first acquired and free from any Lien of any other Person (subject to Permitted
Liens) and (iii) to the extent such Property is Collateral, the applicable Loan Party shall subject such replacement property to the Lien of the Security Documents in favor of the Lenders of at
least the same priority as the Property so replaced and otherwise in compliance with the Borrower Security Agreement and the Aircraft Security Agreement, as applicable; 


        (b)  the
Disposition of Cash or Cash Equivalents or Permitted Securities (in each case in transactions otherwise permitted hereunder), Investments permitted pursuant to  Section 7.8, inventory (in the
ordinary course of business) and receivables (in connection with the collection thereof and otherwise as customary
in gaming operations of the type conducted by the Loan Parties); 


        (c)  Dispositions
permitted by Section 7.4 (including the Disposition of Capital Stock of Loan Parties pursuant to  Section 7.4(b)); 



36





 




        (d)  the
sale or issuance of any Loan Party's Capital Stock (other than Disqualified Stock) to its direct parent that is a Loan Party in furtherance of Investments permitted
pursuant to Section 7.8(e); 


        (e)  Dispositions
of Property having a fair market value not in excess of $5,000,000 in the aggregate (with respect to all the Loan Parties) in any Fiscal Year following the
Completion Date; provided, that (i) the consideration received for such Property shall be in an amount at least equal to the fair market value
thereof; (ii) the sole consideration received shall be cash; and (iii) to the extent such Asset Sales relate to the Collateral, the proceeds of such Asset Sales shall be applied to
either (A) the prepayment of the Loans pursuant to Section 3.1(a) or (B) the acquisition of assets which shall become a Substitute
Item or Substitute Items pursuant to and in accordance with Section 4.7 of the Borrower Security Agreement; 


        (f)    subject
to Section 4.2 of the Borrower Security Agreement, the Borrower may enter into any leases with respect to any Item of Equipment, and subject to
Section 4.2 of the Aircraft Security Agreement, the Aircraft Trustee, or World Travel pursuant to the Aircraft Operating Agreement, may enter into any lease with respect to the Aircraft, and
Valvino may enter into any commercial office space leases with respect to the Phase II Land Building; 



        (g)  (i) any
Loan Party may dedicate space within the Project for the purpose of constructing (A) a mass transit system, (B) a pedestrian bridge over or
a pedestrian tunnel under Las Vegas Boulevard or Sands Avenue or similar structures to facilitate the movement of pedestrians or vehicle traffic, (C) a right turn lane or other roadway
dedication or (iv) such other structures or improvements reasonably related to and in furtherance of the development, construction and operation of the Project;  provided, that in each case such
dedication does not materially impair or interfere in the use or operation of the Project or any Loan Party or
materially detract from the value of the Property subject thereto and (ii) the exchange of real property between Valvino and Clark County, Nevada, pursuant to which each such party shall
transfer to each other fee ownership in real property having approximately equal fair market values; provided, that (A) in no event shall Valvino
transfer more than an aggregate amount of 40,000 square feet of real property pursuant to this clause (ii), (B) Valvino shall take such
actions as required pursuant to Sections 6.10 and 7.26 of the Wynn Credit Agreement with respect to any real property acquired pursuant to this  clause (ii) and (C) such exchange of real
property could not reasonably be
expected to materially and adversely affect or interfere with the Permitted Business of any Loan Party or have a material adverse effect on the Casino Land, the Golf Course Land or the Phase II Land; 



        (h)  (x) the
Loan Parties may license trademarks and trade names in the ordinary course of business and, in any event, Wynn Resort Holdings may license to Wynn
Resorts, for less than fair market value, any or all Intellectual Property in or relating to the name "Wynn Resorts" (including, without limitation, any and all Intellectual Property identified in
subparts (a)(12), (a)(14)-(19), (b)(1), and (c) of Part IX of Schedule 4.9(b)) (collectively, the "Wynn Resorts IP") and
(y) Wynn Resorts Holdings may transfer to Wynn Resorts, for less than fair market value, any or all of the Wynn Resorts IP (provided, that all of
the Wynn Resorts IP shall be transferred by Wynn Resorts Holdings to Wynn Resorts as soon as is practicable after the Document Closing Date; 



        (i)    the
incurrence of Liens permitted under Section 7.3, provided that
any leases other than those permitted pursuant to Section 7.3(i) (whether or not constituting Permitted Liens) shall be permitted only to the
extent provided in subsection (f) above and the last paragraph of this Section 7.5; 


        (j)    the
applicable Golf Course Land Owner(s) shall be permitted to Dispose of the Wynn Home Site Land to Mr. Wynn, and the Lenders hereby consent to such Disposition,
on the conditions that (i) no Default or Event of Default has occurred and is continuing at the time of 



37





 





such Disposition, and (ii) such disposition is permitted pursuant to the terms of the Wynn Credit Agreement or the Wynn Banks concurrently consent to such Disposition; 


        (k)  the
Golf Course Land Owner(s) shall be permitted to Dispose of the Golf Course Land and in connection therewith the applicable Loan Parties shall be permitted to Dispose
of their ownership in the Capital Stock of Desert Inn Water and Desert Inn Improvement and the DIIC Water Permits (other than the DIIC Casino Water Permit), and the Lenders hereby consent to such
Dispositions, on the conditions that (i) no Default or Event of Default has occurred and is continuing at the time of such Dispositions and (ii) such Disposition is permitted pursuant to
the terms of the Wynn Credit Agreement or the Wynn Banks otherwise concurrently consent to such Disposition; 


        (l)    the
applicable Golf Course Land Owner(s) shall be permitted to Dispose of the Home Site Land, and the Lenders hereby consent to such Disposition, on the conditions that
(i) no Default or Event of Default has occurred and is continuing at the time of such Disposition and (ii) such Disposition is permitted pursuant to the terms of the Wynn Credit
Agreement or the Wynn Banks otherwise concurrently consent to such Disposition; 


        (m)  Valvino
shall be permitted to Dispose of the Phase II Land, and the Lenders hereby consent to such Disposition, on the conditions that (i) no Default or Event of
Default has occurred and is
continuing at the time of such Disposition and (ii) such Disposition is permitted pursuant to the terms of the Wynn Credit Agreement or the Wynn Banks otherwise concurrently consent to such
Disposition; 


        (n)  any
Event of Eminent Domain, provided, that the requirements of  Section 8.1 are complied with in connection therewith; and 


        (o)  Dispositions
of Items of Equipment which are replaced pursuant to Section 4.7 of the Borrower Security Agreement. 


        (p)  the
Disposition of the Aircraft so long as 



          (i)  the
consideration received for the Aircraft shall be in an amount at least equal to the fair market value thereof, 


        (ii)  the
sole consideration received shall be cash, and 


        (iii)  either




        (A)  the
aggregate Net Disposition Proceeds from such Disposition are paid to the Collateral Agent and applied to the prepayment of the Loans used to refinance the Aircraft
pursuant to Section 3.1(a) or 



        (B)(1)World
Travel or the Aircraft Trustee simultaneously acquires a Replacement Aircraft which becomes subject to the Aircraft Security Agreement pursuant to
Section 4.7(c) thereof, 


        (2)  the
aggregate Net Disposition Proceeds from such Disposition are applied to the acquisition of the Replacement Aircraft and the remaining funds required for the
acquisition of the Replacement Aircraft are obtained from only the following sources: 



        (x)  proceeds
of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital
contributions from Wynn Resorts) so long as Wynn Resorts or such other Loan Party do not have any interest in the Replacement Aircraft, and 


        (y)  proceeds
from Replacement Aircraft Indebtedness but only if (I) the Required Lenders have approved in writing any Replacement Aircraft Indebtedness 






38





 





where any person or entity other than the Collateral Agent will be granted a security interest in the Replacement Aircraft and (II) Required Lenders have approved in writing any Replacement
Aircraft Indebtedness which results in either the Aggregate Commitment Amount being increased or any Lender's Commitment or any allocation of any Lender's Commitment has been changed in any manner;  provided that, the approval in writing of any Lender whose Commitment is increased or changed shall have also been obtained;  provided further, that any such increase to the Aggregate Commitment Amount
shall not exceed $10,000,000, and 




        (3)  such
Disposition of the Aircraft and the acquisition of the Replacement Aircraft is permitted pursuant to the Other Indebtedness; 





        (q)  Valvino
shall be permitted to effectuate the Valvino Water Permit Transfer (or any portion thereof) and DIIC shall be permitted to effectuate the DIIC Water Transfer (or
any portion thereof); and 


        (r)  subject
to Section 7.4, Dispositions (i) by any Loan Party (other than Desert Inn Improvement) to the
Borrower or any Solvent Subsidiary of the Borrower (other than Capital Corp. or the Completion Guarantor (except with respect to Dispositions, the proceeds of which are necessary for the corporate
maintenance of Capital Corp.), (ii) by Valvino to Wynn Resorts Holdings or by Wynn Resorts Holdings to Valvino (so long as Wynn Resorts Holdings, on the one hand, or Valvino, on the other hand,
is Solvent) and (iii) by any Wynn Group Entity to any other Solvent Loan Party other than Desert Inn Improvement, Capital Corp. or the Completion Guarantor;  provided, that in each case each Loan
Party shall have taken all actions required pursuant to  Section 6.10 with respect to any Property acquired by it pursuant to this clause (r);





Notwithstanding
the foregoing provisions of this Section 7.5, subsection (f) above shall be
subject to the additional provisos that: (a) no Default or Event of Default shall exist and be continuing at the time of such transaction, lease or sublease or would occur after as a result of
entering into such transaction, lease or sublease (or immediately after any renewal or extension thereof at the option of the Borrower), (b) such transaction, lease or sublease could not
reasonably be expected to materially interfere with, impair or detract from the operation of the business of the Borrower or Valvino, as the case may be, and will, in the case of leases associated
with the casino, hotel and shopping operations, in the reasonable good faith judgment of the Borrower enhance the value and operations of the Project, (c) except with respect to the Dealership
Lease Agreement and subleases of space in the Phase II Land Building by the Borrower, such transaction, lease or sublease is at a fair market rent or value (in light of other similar or comparable
prevailing commercial transactions) and contains such other terms such that the lease, taken as a whole, is commercially reasonable and fair to the Borrower in light of prevailing or comparable
transactions in other casinos, hotels, hotel attractions, shopping venues or similarly situated buildings, as applicable (provided, that each sublease of the Phase II Land Building by the Borrower and
the Dealership Lease Agreement shall contain such terms such that the transaction, taken as a whole, does not expose the Borrower to undue liabilities or obligations in light
prevailing or comparable transactions), (d) no gaming, hotel or casino operations (other than the operation of arcades and games for minors) may be conducted on any space that is subject to
such transaction, lease or sublease other than by and for the benefit of the Borrower, (e) with respect to subleases of the Phase II Land Building by the Borrower, no operations other than
those conducted in the ordinary course of business in commercial office buildings and those related to the temporary operation of a full service Ferrari and Maserati automobile dealership may be
conducted on any space that is subject to such transaction unless, subject at all time to the restrictions set forth in clauses (a) through  (d) above,
otherwise approved in writing by the Administrative Agent and (f) no lease or sublease may provide that the Borrower or Valvino, as
the case may be, may subordinate its fee, condominium or leasehold interest to any lessee or any party financing any lessee; provided that
(x) the Administrative Agent shall agree to provide the tenant under any such lease or sublease with a 


39





 


Subordination, Non-Disturbance and Attornment Agreement and (y) with respect to any such lease having a term of two years or more or aggregate annual rents in excess of $500,000
(other than leases solely between Loan Parties), the Borrower shall enter into, and cause the tenant under any such lease or sublease to enter into with the Administrative Agent, a Subordination,
Non-Disturbance and Attornment Agreement, in each case substantially in the form of Exhibit N to the Wynn Credit Agreement with such changes as the Administrative Agent may approve,
which approval shall not be unreasonably withheld, conditioned or delayed (provided, that such changes do not materially and adversely affect the security interests granted in favor of the Lenders
under any of the Security Documents). 


        Section 7.6.    Limitation on Restricted Payments.    Declare or pay any dividend (other than dividends payable
solely in common stock (excluding Disqualified Stock) of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the
purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Loan Party, whether now or hereafter outstanding, or make any other distribution in respect thereof,
either directly or indirectly, whether in cash or property or in obligations of any Loan Party, or enter into any derivatives or other transaction with any financial institution, commodities or stock
exchange or clearinghouse (a "Derivatives Counterparty") obligating any Loan Party to make payments to such Derivatives Counterparty as a result of any
change in market value of any such Capital Stock (collectively, "Restricted Payments"), except that: 



        (a)  any
Loan Party may pay dividends or other distributions (not in excess of $15,000,000 in the aggregate) to Wynn Resorts, through any intermediate Wholly Owned
Subsidiaries of Wynn Resorts, of amounts necessary to repurchase Capital Stock or Indebtedness of Wynn Resorts (other than Capital Stock held by the Existing Stockholders) to the extent required by
the Nevada Gaming Authorities for not more than the fair market value thereof in order to avoid the suspension, revocation or denial by the Nevada Gaming Authorities of a gaming license necessary for
the ownership, construction, maintenance, financing or operation of the Project, in any event to the extent such suspension, revocation or denial would have a Material Adverse Effect;  provided, that so
long as such efforts do not jeopardize any such gaming license necessary for the ownership, construction, maintenance, financing or
operation of the Project, Wynn Resorts and its Subsidiaries shall have diligently and in good faith attempted to find a third-party purchaser(s) for such Capital Stock or Indebtedness and no
third-party purchaser(s) acceptable to the Nevada Gaming Authorities was willing to purchase such Capital Stock or Indebtedness within a time period acceptable to the Nevada Gaming Authorities; 


        (b)  (i) on
the Completion Guaranty Release Date, the Completion Guarantor may pay a dividend or other distribution to Wynn Resorts, through any intermediate Wholly
Owned Subsidiaries of Wynn Resorts, in an amount equal to the amount released from the Completion Guaranty Deposit Account to the Completion Guarantor in accordance with Section 2.10 of the
Disbursement Agreement and (ii) on the Final Completion Date, the Completion Guarantor may pay a dividend or other distribution to Wynn Resorts, through any intermediate Wholly Owned
Subsidiaries of Wynn Resorts, in an amount equal to the amount released from the Completion Guaranty Deposit Account to the Completion Guarantor in accordance with Section 2.11 of the
Disbursement Agreement; 


        (c)  to
the extent constituting Restricted Payments, (i) any Loan Party may consummate a transaction permitted pursuant to  Section 7.4, (ii) any Loan Party may make Dispositions permitted
pursuant to  Section 7.5, (iii) any Loan Party may make Investments permitted pursuant to  Section 7.8, (iv) any Loan Party may pay
Management Fees to Wynn Resorts permitted pursuant to
Section 7.22 and (v) any Loan Party may take actions expressly permitted pursuant to  Section 7.10; 



40











  



        (d)  (i) any
Subsidiary of the Borrower may declare and pay cash dividends to the Borrower or any Solvent Subsidiary of the Borrower (other than Capital Corp. or the
Completion Guarantor), (ii) Wynn Resorts Holdings may declare and pay cash dividends to Valvino (so long as Valvino is Solvent) and (iii) any Wynn Group Entity may declare and pay cash
dividends to any other Solvent Loan Party; 


        (e)  any
Loan Party may make distributions to the direct or indirect owners of such Loan Party with respect to any period during which such Loan Party 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; 


        (f)    so
long as no Default or Event of Default shall have occurred and be continuing and no Material Adverse Effect shall have occurred and be continuing (or, in either case,
would result therefrom), the Loan Parties may pay dividends to other Loan Parties to permit such other Loan Parties to (i) repurchase common
stock or common stock options from present or former employees of the Loan Parties (or their estates) upon the death, disability or termination of employment of such employees in accordance with
employment agreements or option plans or agreements; provided, that the aggregate amount of payments under this subsection
(f), when aggregated with any Indebtedness incurred by the Loan Parties pursuant to Section 7.2(h), will not exceed
$2,000,000 in any Fiscal Year and $6,000,000 during the term of this Agreement; 


        (g)  on
and after the Completion Date and so long as no Default or Event of Default shall have occurred and be continuing and no Material Adverse Effect shall have occurred
and be continuing (or, in either case, would result therefrom), the Loan Parties may make Restricted Payments not otherwise permitted under any other subsection of this  Section 7.6 in an amount not
to exceed an aggregate of $5,000,000, plus, for each Fiscal Year
occurring after the Fiscal Year in which the Completion Date occurs, $2,000,000; provided, that amounts applied to the determination of
Non-Equity Cost (as defined in the Wynn Credit Agreement) pursuant to clause (b)(ii) of the definition thereof shall be considered Restricted Payments distributed pursuant to
this Section 7.6(g); 


        (h)  to
the extent constituting Restricted Payments, on or prior to the Final Completion Date the Borrower may pay Project Costs as permitted pursuant to the Disbursement
Agreement; and 


        (i)    until
the earlier of (i) 12 months following the acquisition of the Replacement Aircraft with the Replacement Aircraft Indebtedness, and (ii) the
sale by World Travel or the Aircraft Trustee, as the case
may be, of the Aircraft, the payment to Wynn Resorts of amounts necessary to pay interest then due and payable on the Replacement Aircraft Indebtedness approved pursuant to the terms of  Section 7.5(p) in an aggregate amount not to exceed $1,000,000. 




        Section 7.7.    Limitation on Capital Expenditures.    Make, commit to make or incur Capital Expenditures, in
any Fiscal Year indicated below, in an aggregate amount among all Loan Parties in excess of the corresponding amounts set forth below opposite such Fiscal Year; provided, that other than Capital
Expenditures (x) necessary to keep all associated Property and systems reasonably related to the operation of the Golf Course Land and improvements thereon and the Phase II Land and
improvements thereon in good and working order and condition or (y) funded by the proceeds of equity capital contributions from Wynn Resorts (or another Loan Party to the extent acting as an
intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures) in no event shall any Loan Party commit to make or incur Capital Expenditures
with respect to the Golf Course or the Golf Course Land or improvements thereon in excess of (A) $3,000,000 during the period from the Completion Date through the 18 month anniversary
thereof and (B) $5,000,000 in any 12 month period thereafter, and in no event shall any Loan Party commit to make or incur Capital Expenditures with respect to the Phase II Land or
improvements thereon in excess of $5,000,000 in any Fiscal Year; provided, further, that other than Capital Expenditures 


41





 


(x) necessary or advisable to keep all associated Property and systems reasonably related to the operation of the Aircraft in good and working order and condition, whether pursuant to
manufacturer requirements or suggestions, Requirements of Law, good aircraft maintenance practices or otherwise, or (y) funded by the proceeds of equity capital contributions from Wynn Resorts
(or another Loan Party to the extent acting as an intermediary for purposes of contributing equity capital contributions from Wynn Resorts for such Capital Expenditures), in no event shall any Loan
Party commit to make or incur Capital Expenditures with respect to the Aircraft. 



	Fiscal Year
 
	 	Maximum Capital Expenditures

	Fiscal Year 2005	 	$	25,000,000
	Fiscal Year 2006	 	$	50,000,000
	Fiscal Year 2007	 	$	60,000,000
	Fiscal Year 2008	 	$	65,000,000
	Fiscal Year 2009	 	$	52,500,000






        Section 7.8.    Limitation on Investments.    Make any advance, loan, extension of credit (by way of guaranty
or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other
investment in, any other Person (all of the foregoing, "Investments"), except: 



        (a)  extensions
of trade credit in the ordinary course of business (including, without limitation, advances to patrons of the Project's casino operation consistent with
ordinary course gaming operations); 


        (b)  (i) prior
to the Completion Date, Investments in Permitted Securities and (ii) on or after the Completion Date, Investments in Cash Equivalents; 


        (c)  to
the extent constituting Investments, the incurrence of Indebtedness permitted by Sections 7.2(b). 7.2(c) and/or  7.2(d); 



        (d)  loans
and advances to employees of the Loan Parties in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses)
in an aggregate amount for all Loan Parties not to exceed $1,000,000 at any one time outstanding; 


        (e)  Investments
(other than those relating to the incurrence of Indebtedness permitted by Section 7.8(c))
(i) by any Loan Party (other than the Desert Inn Improvements) in the Borrower or any Solvent Subsidiary of the Borrower (other than Capital Corp. except with respect to Investments, the
proceeds of which are necessary for the corporate maintenance of Capital Corp.), (ii) by Valvino in Wynn Resorts Holdings or by Wynn Resorts Holdings in Valvino (so long as Wynn Resorts
Holdings, on the one hand, or Valvino, on the other hand, is Solvent) and (iii) by any Group 1 Entity in any other Solvent Loan Party other than the Desert Inn Improvements or Capital Corp. or
the Completion Guarantor; 


        (f)    Investments
consisting of securities received in settlement of debt created in the ordinary course of business and owing to any Loan Party or in satisfaction of
judgments; 


        (g)  nominal
capital contributions in connection and in furtherance of the formation of new Subsidiaries in accordance with
Section 7.17;


        (h)  to
the extent constituting Investments, (i) any Loan Party may consummate a transaction permitted pursuant to  Section 7.4, (ii) any Loan Party may make Dispositions permitted pursuant to
 Section 7.5, (iii) any Loan Party may make Restricted Payments permitted pursuant to  Section 7.8 and (iv) any Loan Party may take
actions expressly permitted pursuant to  Section 7.10; and 



42





 




        (i)    in
addition to Investments otherwise expressly permitted by this Section 7.8, so long as no Default or Event of
Default or Default shall have occurred and be continuing or would result therefrom and no Material Adverse Effect shall have occurred and be continuing or would result therefrom, Investments by the
Loan Parties in an aggregate amount (valued at cost) not to exceed $10,000,000 at any one time outstanding. 




        Section 7.9.    Limitation on Optional Payments and Modifications of Governing Documents.    (a) Make or
offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Indebtedness, or segregate funds for any such payment,
prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating any Loan Party to make payments to such Derivatives
Counterparty as a result of any change in market value of such Indebtedness, other than the prepayment of Indebtedness incurred hereunder or the prepayment of the Other Indebtedness with the proceeds
of the Permitted Refinancing Indebtedness; provided,that the Borrower may voluntarily prepay the Term Loans or the Revolving Credit Loans, with a
corresponding permanent reduction of the Revolving Credit Commitment, so long as no Default or Event of Default shall have occurred and be continuing and the Loans under this Loan Agreement are
prepaid on a pro rata basis (provided that for clarification (i) the prepayment of the Term Loans or Revolving Credit Loans pursuant to Sections
2.12 and 2.24 of the Wynn Credit Agreement shall not be deemed "voluntary" for purposes of this proviso); provided, further, that the foregoing
limitations shall not restrict the ability of the Borrower to (a) make payments under any Revolving Credit Loans to the extent such payments are not accompanied by a permanent reduction in the
Revolving Credit Commitment, (b) amend or permit the amendment of its Governing Documents in any manner adverse to the Lenders unless otherwise required in order to satisfy a condition or
requirement set forth in the Disbursement Agreement or (c) amend, modify or otherwise change the provisions of Article VII (or the provisions corresponding to Article VII of the
limited liability company agreement of Valvino) of its limited liability company agreement relating to conduct or any comparable provisions contained in its other charter documents (or, in each case,
to the extent the relevant Loan Party is not a limited liability company, any comparable provisions contained in its Governing Documents), or fail to include provisions corresponding to those
contained in Article VII of the limited liability company agreement of Valvino, as in effect on the Closing Date, in its limited liability company agreement or other applicable Governing
Documents. 


        Section 7.10.    Limitation on Transactions with Affiliates.    Enter into any transaction, including, without
limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than such transactions
solely between the Borrower and its Subsidiaries or solely between Subsidiaries of the Borrower) unless such transaction is: 



        (a)  on
terms that are not less favorable to that Loan Party than those that might be obtained at the time in a comparable arm's length transaction or series of related
transactions with Persons who are not Affiliates of such Loan Party and the Borrower has delivered to the Collateral Agent (1) with
respect to any transaction or series of related transactions involving an amount in excess of $1,000,000, a certificate signed by a Responsible Officer certifying that such transaction or series of
related transactions complies with this Section 7.10, (2) with respect to any transaction involving an amount in excess of $5,000,000, a
resolution of the Board of Directors of the applicable Loan Party(ies) certifying that such transaction or series of related transactions complies with this  Section 7.10 and that such transaction
has been approved by a majority of the Independent Directors of the applicable Loan Party(ies) and
(3) with respect to any such transaction or series of related transactions that involves aggregate payments in excess of $10,000,000 (or, with respect to Qualified Affiliate Transactions,
$25,000,000), an opinion as to the fairness to the applicable Loan 



43





 


Party at the time such transaction is entered into from a financial point of view issued by an independent financial advisor satisfactory to the Collateral Agent; 




;
provided, that, in no such case shall such a transaction consist of, contain, or provide for the payment of (i) Affiliated Overhead Expense or
(ii) any fee, profit or similar component benefiting any Loan Party or Affiliate of a Loan Party, all payments under such transactions to represent only the payment or reimbursement of actual
costs and expenses, except (x) transactions where the Borrower or a Subsidiary of the Borrower is the recipient of such payments or (y) transactions where a Loan Party is the recipient
of such payments and such payments are being made by a Person other than a Loan Party; provided, however, that (x) the Borrower shall be
permitted to lease space at the Project for the development and operation of a Ferrari and Maserati automobile dealership to an Affiliate of the Borrower pursuant to the Dealership Lease Agreement at
below market rent and (y) the Borrower shall be permitted to sublease space at the Phase II Building to Affiliates of the Borrower at below market rents; 



        (b)  a
Disposition permitted pursuant to Section 7.5 (provided, the
requirements of subsection (a) above shall apply to leases of the Project by the Borrower permitted pursuant to  Section 7.5(f) (other than the
Dealership Lease and subleases of the Phase II Land Building) and Dispositions permitted pursuant to  Section 7.5(b)), an Investment permitted pursuant to Section 7.8 or a Restricted Payment
permitted pursuant to Section 7.6; 



        (c)  so
long as no Default or Event of Default shall have occurred and be continuing and no Material Adverse Effect shall have occurred and be continuing (or, in either case,
would result therefrom), expressly contemplated by the Tax Indemnification Agreement; 


        (d)  on
and after the Completion Date, the reimbursement by the Borrower and its Subsidiaries to the other Loan Parties and Wynn Resorts of Allocable Overhead to the extent
incurred by the other Loan Parties and Wynn Resorts; provided, that the amount of Allocable Overhead reimbursable by the Borrower and its Subsidiaries
pursuant to this Section 7.10(d) during any 12-month period shall not exceed, in the aggregate, the greater of (x) $21,500,000
and (y) if the Consolidated Leverage Ratio of the Borrower for the period of four full consecutive fiscal quarters ending on the Quarterly Date immediately prior to the commencement of such
12 month period is 3.5 to 1.0 or less, 1.29% of Net Revenues of the Borrower and its consolidated Subsidiaries for such four full consecutive fiscal quarter period; or 


        (e)  expressly
contemplated by the Golf Course Lease, the Driving Range Lease, the Employee Parking Lot Lease, the Art Rental and Licensing Agreement, the Water Supply
Agreement, the Management Agreement (but only to the extent payments thereunder do not constitute Management Fees (payments of such amounts being governed pursuant to  Section 7.22)), the Building
Lease, the WDD Agreement, the Tax Indemnification Agreement, the Shuttle Easement Agreement (as defined in the Wynn
Credit Agreement), the DIIC Land Use Agreement (as defined in the Wynn Credit Agreement) or the Aircraft Operating Agreement; provided, however, any
amendments, modifications or supplements thereto after the Document Closing Date shall comply with Section 7.10(a); and 


        (f)    on
or prior to the Final Completion Date, the payment of Project Costs as permitted pursuant to the Disbursement Agreement. 




        Section 7.11.    Limitation on Sales and Leasebacks.    Enter into any arrangement with any Person providing
for the leasing by any Loan Party of Property which has been or is to be sold or transferred by any Loan Party to such Person or to any other Person to whom funds have been or are to be advanced by
such Person on the security of such Property or rental obligations of any Loan Party. 


44





 

        Section 7.12.    Limitation on Changes in Fiscal Periods.    Permit the fiscal year of any Loan Party to end on
a day other than December 31 or change any Loan Party's method of determining fiscal quarters. 



        Section 7.13.    Limitation on Negative Pledge Clauses.    Enter into or suffer to exist or become effective
any agreement that prohibits or limits the ability of a Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired,
to secure the Obligations or, in the case of any Guarantor, its obligations under the FF&E Guaranty other than (i) this Loan Agreement and the other Financing Agreements, (ii) any
agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibiting or limitation shall only be effective against the assets financed
thereby and proceeds thereof); provided, that the principal amount of Indebtedness thereunder shall exceed 75% of the original purchase price of the
assets financed thereby, and (iii) as required by applicable law or any applicable rule or order of any Nevada Gaming Authority. 


        Section 7.14.    Limitation on Restrictions on Subsidiary Distributions, Etc.    Enter into or suffer to exist
or become effective any consensual encumbrance or restriction on the ability of any Loan Party to (i) make Restricted Payments in respect of any Capital Stock of such Loan Party held by, or pay
or subordinate any Indebtedness owed to, any other Loan Party, (ii) make Investments in any other Loan Party or (iii) transfer any of its assets to any other Loan Party, except for such
encumbrances or restrictions existing under or by reason of (A) any restrictions existing under the Loan Documents or the Wynn
Credit Documents, (B) any restrictions under the Mortgage Notes Indenture, and (C) as required by applicable law or any applicable rule or order of any Nevada Gaming Authority. 


        Section 7.15.    Limitation on Lines of Business.    Subject to Sections
7.24 and 7.25, enter into any business or investment activities, whether directly or indirectly, other than Permitted
Businesses; provided, however, that (a) Capital Corp. shall not hold any material Property, incur any Indebtedness or become liable for any
obligations or engage in any business activities (other than as co-obligor with respect to the Other Indebtedness and Other Security Documents with respect to the Mortgage Notes
Indenture), or have any Subsidiaries and (b) the Water Entities shall not hold any material Property other than the DIBC Water Permits and other Property reasonably related to the provision of
water services to the Gold Course and the Additional Land or engage in any business activities other than the provision of water services to the Golf Course and surrounding properties. 



        Section 7.16.    Restrictions on Changes.    


        (a)  Agree
to any amendment to, assignment or termination of, or waive any of its rights under, any Permit or Project Document or enter into any new Project Document or
Permit (it being understood that any Material Contracts which are covered by subsection (c) of this  Section 7.16 shall also be subject to the
restrictions set forth therein) without in each case obtaining the prior written consent of the
Required Lenders if in any such case such amendment, assignment, termination or waiver or new Project Document or Permit could reasonably be expected to have a Material Adverse Effect or otherwise
adversely affect the Lenders in any material respect (taking into consideration any viable replacements or substitutions therefore at the time such determination is made). 


        (b)  Amend
or otherwise change the terms of any Financing Agreements (other than the Loan Documents) or permit the termination thereof (other than in accordance with the
terms thereof), or enter into any new Financing Agreements or make any payment consistent with an amendment thereof or change thereto, (i) if the effect of such amendment, change or new
Financing Agreement is to increase the interest rate or fees on the Indebtedness evidenced thereby, change (to earlier or more frequent dates) any dates upon which payments of principal or interest
are due thereon (including, without limitation, changes to, or new additions of, mandatory prepayment provisions), change the redemption, prepayment or defeasance provisions thereof, or (ii) in
the case of the Mortgage Notes Indenture, the Mortgage Notes, the Mortgage Notes Guarantee or any documents related thereto, if 


45





 




the effect of such amendment, change or new Financing Agreement, together with all other amendments and changes previously made or new Financing Agreements previously entered into, is to materially
increase the obligations of the obligor thereunder or to confer any additional rights on the holders of the Indebtedness or obligations evidenced thereby (or a trustee or other representative on their
behalf) which could be materially adverse to any Loan Party or the Lenders or change the subordination provisions thereof (or of any guaranty thereof);  provided, that the Borrower may amend the terms of
any other Financing Agreement to increase the principal amount thereof if such increase is otherwise
expressly permitted by the Intercreditor Agreements and this Loan Agreement; provided, further, that any
amendments or changes with respect to the Wynn Credit Agreement or any documents
related thereto expressly permitted pursuant to Section 4.2 of the FF&E Intercreditor Agreement shall not be restricted pursuant to this  Section 7.16(b). 



        (c)  Amend,
waive or otherwise change, or permit any amendment or waiver of, the terms of either the Intercompany Note or the Aircraft Security Agreement or permit the
termination thereof. 


        (d)  Agree
to any amendment to, assignment or termination of, or waive any of its rights under, any Material Contract (other than Material Contracts described in
clause (ii) of the definition thereof) or enter into an Additional Material Contract (other than Material Contracts described in clause (ii) of the definitions thereof but including the
Additional Contracts described in clauses (ii) and (iii) of the definition of "Water Show Entertainment and Production Agreement") without in each case obtaining the prior written
consent of the Collateral Agent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this  Section 7.16(d), this Section 7.16(d) shall not apply to Construction Contracts. 


        Section 7.17.    Limitation on Formation and Acquisition of Subsidiaries and Purchase of Capital
Stock.    Except as otherwise permitted pursuant to Section 7.4, form, create or acquire any direct or indirect
Subsidiary, except so long as no Default or Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower and its Subsidiaries may form, create or acquire
new Domestic Subsidiaries (so long as such new Domestic Subsidiary is Solvent); provided, that (a) no such new Subsidiary shall own or operate or
possess any material license, franchise or right used in connection with the ownership or operation of the Project or any material Project assets, (b) any such new Subsidiary shall be a Wholly
Owned Subsidiary of its requisite parent entity, and (c) any such new Subsidiary shall become a Loan Party hereunder and otherwise comply with the requirements of  Section 6.10. Notwithstanding
anything to the contrary contained in this Agreement, in no event shall any Loan Party own any Capital Stock other
than that of its Wholly Owned Subsidiaries. 


        Section 7.18.    Limitation on Hedge Agreements.    Enter into any Hedge Agreement other than Hedge Agreements
entered into in the ordinary course of business, and not for speculative purposes, and to protect against changes in interest rates or foreign exchange rates. 


        Section 7.19.    Limitation on Sale or Discount of Receivables.    Except as permitted pursuant to  Section 7.5(b),
directly or indirectly, sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its notes
or accounts receivable other than an assignment for purposes of collection in the ordinary course of business. 


        Section 7.20.    Limitation on Zoning and Contract Changes and Compliance.    Initiate, consent to or acquiesce
to (a) any zoning downgrade of the Mortgaged Properties or seek any material variance under any existing zoning ordinance except, in each case, to the extent such downgrade or variance could
not reasonably be expected to materially and adversely affect the occupancy, use or operation of the Golf Course Land, the Phase II Land or the Casino Land, (b) use or permit the use of the
Mortgaged Properties in any manner that could result in such use becoming a non-conforming use (other than a
non-conforming use otherwise in compliance with applicable land use laws, rules and regulations by virtue of a variance or otherwise) under any zoning ordinance or any other applicable
land use law, rule or regulation or (c) any change in any laws, requirements of Governmental 


46





 




Authorities or obligations created by private contracts which now or hereafter could reasonably be likely to materially and adversely affect the occupancy, use or operation of the Golf Course Land,
the Phase II Land or the Casino Land or Collateral. 



        Section 7.21.    No Joint Assessment; Separate Lots.    Suffer, permit or initiate the joint assessment of any
Mortgaged Property with any other real property constituting a separate tax lot. 


        Section 7.22.    Restrictions on Payments of Management Fees.    Pay to Wynn Resorts any Management Fees
unless: 



        (a)  no
Default or Event of Default shall have occurred and be continuing or would result from such payment and no Material Adverse Effect shall have occurred and be
continuing or would result from such payment; 


        (b)  the
Consolidated Leverage Ratio of the Borrower and its consolidated Subsidiaries for the most recently ended four full consecutive fiscal quarter period of the Borrower
immediately preceding the date on which such Management Fee is proposed to be paid is no 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 as if the same was paid and/or incurred during such prior period; and 



        (c)  such
Management Fees in the aggregate do not exceed, during any 12-month, period 1.5% of the Net Revenues of the Borrower and its consolidated Subsidiaries
for the period of four full consecutive fiscal quarters of the Borrower most recently ended prior to the commencement of such 12-month period. 




        Any
Management Fees not permitted to be paid during a particular 12-month period, pursuant to this Section 7.22 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  subsections (a), (b) and (c) of this
Section 7.22 and the Management Fees Subordination Agreement. 


        Section 7.23.    Additional Material Contracts.    Enter into or become a party to any Additional Material
Contract except upon delivery to the Administrative Agent of each Delivery Requirement with respect to such Additional Material Contract; provided,
however, that the requirements of this Section 7.23 shall
not apply to Construction Contracts or the Material Contracts described in clauses (ii) and (iii) of the definition "Water Show Entertainment and Production Agreement". 



        Section 7.24.    Lease Terminations.    Terminate or permit the termination of, or reduce or permit the
reduction of the Real Estate or other Property covered by, (i) the Driving Range Lease, the Building Lease or the Parking Lot Lease, in each case until such time as (A) the Phase II Land
is Disposed of in accordance with Section 7.5(m) and (B) with respect to the Parking Lot Lease, the Borrower has entered into such
agreements or otherwise obtained such Property which in the reasonable opinion of the Majority Arrangers provides a satisfactory alternative to the Parking Lot Lease with respect to the provision of
parking services for the Borrower's employees or (ii) the Golf Course Lease until such time as the Golf Course Land is Disposed of in accordance with  Section 7.5(k) (provided, that the Real Estate or other Property subject to the Golf Course Lease
may be reduced in connection with the Disposition of the Wynn Home Site Land pursuant to Section 7.5(j) or the Disposition of the Home Site Land
in accordance with Section 7.5(l), in either case so long as such reduction is only with respect to such Real Estate or other Property being
Disposed of pursuant to such Disposition). 


SECTION 8.    RISK OF LOSS; INSURANCE.    


        Section 8.1.    Casualty.    Upon the occurrence of (i) a Casualty or a series of Casualties with
respect to an Item or Items of Equipment with a Purchase Price aggregating in excess of $1,000,000 or (ii) a Casualty with respect to the Airframe or an Engine, the Borrower shall give Lenders
and 


47





 




Collateral Agent prompt notice thereof (a "Casualty Notice"). The Casualty Notice shall specify whether the Borrower will: 



        (a)  pay
to Lenders (i) the Casualty Amount of the Item or Items of Equipment, Airframe or Engine suffering such Casualty or series of Casualties, together with
(ii) all Interest then due and owing, (iii) any amounts then due and owing and (iv) if such amount is paid on a date which is not a Payment Date an amount equal to the sum of the
Applicable Administrative Charge with respect to such Casualty Amount (the "Casualty Settlement Date"); or 


        (b)  replace,
or cause to be replaced, the Item or Items of Equipment, Airframe or Engine with respect to which the Casualty or series of Casualties has occurred pursuant to
the following provisions of this Section 8.1, provided that upon the occurrence and during the
continuance of a Default or an Event of Default or in the event such Casualty is pursuant to the last sentence of the definition thereof, the Borrower shall be obligated, at the option of the Required
Lenders, to make the payments referred to in clause (a) above and shall not be entitled to exercise any right or election of replacement pursuant
to this clause (b). 




        If
the Borrower has elected, or is required, to pay the Casualty Amount pursuant to clause (a) above, the Borrower shall continue
to make all payments of Interest and Required Prepayments due under this Loan Agreement until and including the Casualty Settlement Date. Upon payment of the Casualty Amount in respect of any Item of
Equipment, Airframe or Engine suffering Casualty on such Casualty Settlement Date together with all Interest then due and owing, the remaining scheduled Required Prepayments and Interest under this
Loan Agreement shall be reduced such that the remaining Required Prepayments, when aggregated with all other Required Prepayments, shall fully amortize the outstanding Loan Balance by the Majority
Date. 


        Equipment
Replacements—If the Borrower has given notice that it intends to replace the Item or Items of Equipment suffering such Casualty or series of Casualties, and such
replacement is permitted under the foregoing clause (b), the Borrower may make subject to this Loan Agreement, not later than the Casualty
Settlement Date with respect to such Item or Items of Equipment, a replacement for such Item or Items of Equipment meeting the suitability standards hereinafter set forth (a  "Replacement Item"). To be
suitable as a Replacement Item of Equipment, an item (or items) must (i) be of the same general type, (ii) have
the same or better remaining economic useful life, state of repair and operating condition (immediately preceding the Casualty or series of Casualties assuming that such Item or Items of Equipment had
been maintained in accordance with the terms of Section 4 of the Borrower Security Agreement) as the Item or Items of Equipment, taken as a whole, suffering the Casualty or series of
Casualties, (iii) have a Fair Market Value of not less than the Fair Market Value (immediately preceding the Casualty or series of Casualties assuming that such Item or Items of Equipment had
been maintained in accordance with the terms of Section 4 of the Borrower Security Agreement) of the Item or Items of Equipment, taken as a whole, suffering the Casualty or series of Casualties
and (iv) be free and clear of any Liens other than Permitted Liens. In the event any Replacement Item of Equipment is of an earlier year of construction than the replaced Item or Items of
Equipment, the Borrower shall deliver an appraisal in form and substance satisfactory to the Required Lenders from an appraiser selected by the Required Lenders confirming that such Replacement Item
or Items of Equipment meet the standards set forth in clause (ii) and (iii) of the immediately
preceding sentence. The Borrower shall cause a Borrower Security Agreement Supplement to be executed and delivered to Collateral Agent and Lenders in order to subject such replacement item or items to
the Borrower Security Agreement, and upon such execution and delivery and the receipt by Collateral Agent and the Lenders of (i) evidence reasonably satisfactory to them of the Borrower's
compliance with the insurance provisions of Section 8.2 with respect to such replacement item or items, and (ii) an opinion of counsel to
the Borrower opining as to the authorization, execution and delivery of a Borrower Security Agreement Supplement, the enforceability of the Borrower Security Agreement Supplement and the filing and
recording of the Borrower Security Agreement Supplement and UCC financing 


48





 




statements with respect thereto and, in each case, consistent with the opinions delivered on any Advance Date covering such matters, such replacement item or items shall be deemed an  "Item of Equipment"
or "Items of Equipment" for all purposes hereof. 



        Airframe
Replacements—If the Borrower has given notice that it intends to replace, or permit to be replaced, an Airframe suffering a Casualty, and such replacement is
permitted under the foregoing clause (b), the Borrower may make, or permit, subject to this Loan Agreement, not later than the Casualty
Settlement Date with respect to such Airframe, a replacement for such Airframe meeting the suitability standards hereinafter set forth (a "Replacement
Airframe"). To be suitable as a Replacement Airframe, an airframe must (i) be a passenger aircraft, (ii) have the same or better remaining economic useful life,
state of repair and operating condition (immediately preceding the Casualty assuming that
such Airframe had been maintained in accordance with the terms of Section 4 of the Aircraft Security Agreement) as the Airframe suffering the Casualty, (iii) have a Fair Market Value of
not less than the Fair Market Value (immediately preceding the Casualty assuming that such Airframe had been maintained in accordance with the terms of Section 4 of the Aircraft Security
Agreement) of the Airframe suffering the Casualty and (iv) be free and clear of any Liens other than Permitted Liens. The Borrower shall deliver an appraisal in form and substance satisfactory
to the Required Lenders from an appraiser selected by the Required Lenders confirming that such Replacement Airframe meets the standards set forth in  clause (ii) and (iii)
 of the immediately preceding sentence. The Borrower shall cause World
Travel to cause an Aircraft Security Agreement Supplement to be executed and delivered to the Borrower in order to subject such Replacement Airframe to the Aircraft Security Agreement, and upon such
execution and delivery and the receipt by Lenders of: 



          (i)  evidence
reasonably satisfactory to Lenders of the Borrower's or World Travel's, as the case may be, compliance with the insurance provisions of  Section 8.2 with respect to such Replacement Airframe;



        (ii)  an
opinion of counsel of World Travel opining as to the authorization, execution and delivery of the Aircraft Security Agreement Supplement, the enforceability of the
Aircraft Security Agreement Supplement and the filing and recording of the Aircraft Security Agreement Supplement and UCC financing statements with respect thereto and, in each case, consistent with
the opinions delivered on any Advance Date covering such matters; 


        (iii)  such
documents and evidence with respect to the Borrower, the Aircraft Trustee and, as applicable, and World Travel as Lenders or their counsel may reasonably request
in order to establish the consummation of the transactions contemplated hereby, the taking of all corporate proceedings in connection with and compliance with the conditions set forth herein, in each
case in form and substance reasonably satisfactory to such party, including evidence that the Replacement Airframe has been duly certificated by the FAA as to type and airworthiness in accordance with
the terms of the Aircraft Security Agreement and application for registration of the Replacement Airframe in the name of the Aircraft Trustee has been duly made with the FAA and World Travel has
temporary or permanent authority to operate the Replacement Airframe; and 


        (iv)  an
appraisal from an independent appraiser setting forth the Fair Market Value and remaining useful life with respect to such Replacement Airframe, which amount shall
be at least equal to the Fair Market Value and remaining useful life of the Airframe being replaced; 




such
Replacement Airframe shall be deemed an "Airframe" for all purposes hereof. 


49







   
        Engine Replacements—If the Borrower has given notice that it intends to replace, or permit to be replaced, an Engine suffering a Casualty, and such replacement is permitted
under the foregoing clause (b), the Borrower may make subject to this Loan Agreement, not later than the Casualty Settlement Date with respect to
such Engine, a replacement for such Engine meeting the suitability standards hereinafter set forth (a "Replacement Engine"). To be suitable as a
Replacement Engine, an engine must be (i) the same general type and of the same Manufacturer, (ii) have the same or better remaining economic useful life, state of repair and operating
condition (immediately preceding the Casualty assuming that such Engine had been maintained in accordance with the terms of Section 4 of the Aircraft Security Agreement) as the Engine suffering
the Casualty, (iii) have a Fair Market Value of not less than the Fair Market Value (immediately preceding the Casualty assuming that such Engine had been maintained in accordance with the
terms of Section 4 of the Aircraft Security Agreement) of the Engine suffering the Casualty and (iv) be free and clear of any Liens other than Permitted Liens. In the event any
Replacement Engine is of an earlier year of construction than the replaced Engine, the Borrower shall deliver an appraisal in form and substance satisfactory to the Required Lenders from an appraiser
selected by the Required Lenders confirming that such Replacement Engine meets the standards set forth in clause (ii) and  (iii) of the immediately
preceding sentence. The Borrower shall cause World Travel to cause an Aircraft Security Agreement Supplement to be executed and
delivered to the Borrower in order to subject such Replacement Engine to the Aircraft Security Agreement, and the Borrower shall cause a Borrower Security Agreement Supplement to be executed and
delivered to the Collateral agent on behalf of the Lenders in order to subject the Borrower's interest in such Replacement Engine to the Borrower Security Agreement, and upon such execution and
delivery and the receipt by Lenders of (i) evidence reasonably satisfactory to them of the Borrower's compliance with the insurance provisions of  Section 8.2 with respect to such Replacement
Engine, and (ii) an opinion of counsel to the Borrower and World Travel opining as to the
authorization, execution and delivery of the Borrower Security Agreement Supplement and the Aircraft Security Agreement Supplement, the enforceability of the Borrower Security Agreement Supplement and
the Aircraft Security Agreement Supplement and the filing and recording of the Borrower Security Agreement Supplement and the Aircraft Security Agreement Supplement and UCC financing statements with
respect thereto and, in each case, consistent with the opinions delivered on any Advance Date covering such matters, such Replacement Engine shall be deemed an  "Engine" for all purposes hereof.



        If
(i) Lenders have received the amount payable with respect to the Casualty or series of Casualties and all other amounts due hereunder, or (ii) the Item or Items of
Equipment, Airframe or Engine have been substituted in accordance herewith, and, in each case, no Default or Event of Default exists, the Borrower shall be entitled to receive from the Collateral
Agent the proceeds of any recovery in respect of the Item or Items of Equipment, Airframe or Engine from insurance or otherwise, to the extent recovered by Collateral Agent
("Casualty Recoveries"), and Collateral Agent, subject to the rights of any insurer insuring the Items of Equipment, Airframe or Engine as provided
herein, shall execute and deliver to the Borrower, or to its assignee or nominee, a release for the Item or Items of Equipment, Airframe or Engine, and such other documents as may be required to
release the Item or Items of Equipment, Airframe or Engine from the terms of the Borrower Security Agreement, in such form as may reasonably be requested by the Borrower. All fees, costs and expenses
relating to a substitution as
described herein shall be borne by the Borrower. Except as otherwise provided in this Section 8.1, the Borrower shall not be released from its
obligations hereunder in the event of, and shall bear the risk of, any Casualty to any Item of Equipment, Airframe or Engine prior to or during the term of this Loan Agreement and thereafter until all
of the Borrower's obligations hereunder are fully performed. 


        Any
payments (including, without limitation, insurance proceeds) received at any time by Collateral Agent, Lenders or the Borrower from any Authority or other party with respect to any
loss or damage to any Item or Items of Equipment, Airframe or Engine not constituting a Casualty (i) up to 


50





 




$1,000,000 with respect to Equipment and $500,000 with respect to the Airframe or an Engine, shall be paid to the Borrower, so long as no Default or Event of Default shall have occurred and be
continuing, for application to repair or replacement of property in accordance with Section 8.1 and Section 4.3 of the Borrower Security
Agreement or Section 4.3 of the Aircraft Security Agreement, as the case may be, or (ii) in excess of $1,000,000 with respect to Equipment and $500,000 with respect to the Airframe or an
Engine, shall be held by Collateral Agent and applied directly in payment of repairs or for replacement of property in accordance with the provisions of  Section 6.1 and Section 4.3 of the
Borrower Security Agreement or Section 4.3 of the Aircraft Security Agreement, as the case may
be, if not already paid by the Borrower, or if already paid by the Borrower and no Default or Event of Default shall have occurred and be continuing, shall be applied to reimburse the Borrower for
such payment, and any balance remaining after compliance with said Sections with respect to such loss or damage shall be retained by or disbursed to (as applicable) the Borrower. 


        THE BORROWER HEREBY ASSUMES ALL RISK OF LOSS, DAMAGE, THEFT, TAKING, DESTRUCTION, CONFISCATION, REQUISITION, COMMANDEERING, TAKING BY EMINENT DOMAIN OR
CONDEMNATION, PARTIAL OR COMPLETE, OF OR TO EACH ITEM OF EQUIPMENT, AIRFRAME AND ENGINE, HOWEVER CAUSED OR OCCASIONED, SUCH RISK TO BE BORNE BY THE BORROWER WITH RESPECT TO EACH ITEM OF EQUIPMENT,
AIRFRAME AND ENGINE. THE BORROWER AGREES THAT NO OCCURRENCE SPECIFIED IN THE PRECEDING SENTENCE SHALL IMPAIR, IN WHOLE OR IN PART, ANY OBLIGATION OF THE BORROWER UNDER THIS LOAN AGREEMENT, INCLUDING,
WITHOUT LIMITATION, THE OBLIGATION TO PAY INTEREST. 


        Section 8.2.    Insurance Coverages.    In addition to the requirements set forth in
Exhibit O to the Disbursement Agreement, the Borrower shall at all times, at its expense, cause to be carried and maintained with financially sound and reputable insurers, insurance against
loss or damage to the Items of Equipment, Airframe and Engine, of the kinds and in the amounts customarily maintained by similar corporations engaged in similar operations in similar jurisdictions and
carry such other insurance as is usually carried by such corporations, provided that in any event the Borrower will maintain 


        (I)  with
respect to Equipment: 



        (a)  Casualty
Insurance—insurance against risks of physical loss or damage with respect to the Items of Equipment with deductibles and in such minimum amounts as
are consistent with industry standards;  provided, however, that at no time shall the amount of coverage, on a replacement cost basis, be less
than the outstanding Loan Balance as shall be applicable to the Items of Equipment; 


        (b)  Comprehensive
General Liability Insurance—combined single limit comprehensive general liability insurance against claims for bodily injury, death or property
damage in amounts at least equal to $50,000,000 per occurrence, with such deductibles as are carried by similarly situated companies operating similar facilities and equipment; and 



        (c)  Other
Insurance—such other insurance, including comprehensive and worker's compensation insurance, in each case, generally carried by owners of equipment
similar to the Items of Equipment and properties in each jurisdiction where the Items of Equipment are located, in such amounts and against such risks as are then customary for equipment and property
similar in use; 




        (II)  with
respect to Aircraft—The Borrower shall secure and maintain in effect, at its own expense and at all times, insurance against such hazards and for such
risks with respect to the Aircraft as the Collateral Agent and the Required Lenders holding 50% or more of the aggregate Credit Exposure of the Lenders whose Loans were used to refinance the Aircraft,
may require. Without limiting the generality of the foregoing, the Borrower shall secure and maintain: 




          (i)  Casualty
Insurance—all-risk aircraft hull and engine insurance (including, without limitation, with respect to engine or part thereof while
removed from the Aircraft and foreign 




51





 



object damage insurance) in an amount which is not less than the principal amount of the Obligations evidenced by the Loan Documents; 


        (ii)  Confiscation,
Expropriation, War Risk and Allied Perils—confiscation, expropriation and war risk and allied perils (including, without limitation,
terrorism) insurance and hijacking insurance in an amount which is, for physical damage, not less than the principal amount of the Obligations evidenced by the Loan Documents for any single
occurrence, and 


        (iii)  Comprehensive
General Liability Insurance—combined single limit comprehensive general liability insurance against claims for bodily injury, death or
property damage (including, without limitation, contracted liability, cargo liability, passenger legal liability and property damage coverage but excluding manufacturer's product liability coverage),
to the extent exposure exists, in an amount not less than $50,000,000 per occurrence with deductibles as approved by the Collateral Agent and the Required Lenders holding 50% or more of the aggregate
Credit Exposure of the Lenders whose Loans were used to refinance the Aircraft, for all owned, non-owned and hired aircraft, fixed wing or rotary, used in connection with the operation of
the Project. 





        Such
insurance shall be written by reputable insurance companies that are financially sound and solvent, rated in Best's Insurance Guide or any successor thereto (or if there be none, an
organization having a similar national reputation) with a general policyholder rating of "A-" and a size rating of at least "VIII" or otherwise acceptable to the Lenders. All such
insurance shall name Collateral Agent and Lenders as additional insureds or as loss-payees, as their respective interests may appear pursuant to the terms and conditions of this Loan
Agreement. Each policy referred to in this Section 8.2 shall provide that (i) it will not be cancelled or its limits reduced, or allowed
to lapse without renewal, except after not less than 30 days written notice to Lenders, (ii) the interests of Collateral Agent and Lenders shall not be invalidated by any act or
negligence of, or breach of representation or warranty by, the Borrower or any Person having an interest in any Item of Equipment, Airframe or Engine (other than the Borrower's failure to pay
premiums), (iii) such insurance is primary with respect to any other insurance carried by or available to Collateral Agent and/or Lenders, (iv) the insurer shall waive any right of
subrogation, setoff, counterclaim, or other deduction, whether by attachment or otherwise, against Collateral Agent or Lenders; (v) the insurer shall waive any right to claim any premiums or
commission against Collateral Agent or Lenders; and (vi) such policy shall contain a severability of interests clause providing for coverage of Collateral Agent and Lenders as if separate
policies had been issued to each of them except with respect to the limit of such insurance which shall in no event increase as a result of such additional language. The Borrower will notify
Collateral Agent and Lenders promptly of any policy cancellation, reduction in policy limits, modification or amendment. 


        Nothing
in this Section 8.2 shall prohibit Lenders or Collateral Agent from obtaining insurance for its own account and at its own
expense and any proceeds payable thereunder shall be payable as provided in the insurance policy relating thereto, provided that no such insurance may
be obtained which would limit or otherwise adversely affect the coverage or payment of any insurance required to be obtained or maintained by the Borrower pursuant to this  Section 8.2. 


        All
such policies with respect to the Aircraft shall be under such forms and upon such terms, for such periods and with such companies or underwriters as the Collateral Agent and the
Required Lenders holding 50% or more of the aggregate Credit Exposure of the Lenders whose Loans were used to refinance the Aircraft, may approve, losses or refunds in all cases to be first payable to
the Collateral Agent or its assigns, as its interest may appear. Notwithstanding any provision of any of the Loan Documents to the contrary, failure to obtain the Collateral Agent's and the approval
of Required Lenders holding 50% or more of the aggregate Credit Exposure of the Lenders whose Loans were used to refinance the Aircraft for any insurer or policy shall not excuse the Borrower from its
obligation to maintain insurance coverage required hereunder. The Borrower shall pay any deductible 


52





 




portion of such insurance and any expense incurred in collecting insurance proceeds. The Borrower hereby assigns to the Collateral Agent the proceeds of all such insurance (including any refund of
premium) to the extent of the Obligations secured hereby, directs the insurer to pay any losses or refunds due to the Borrower directly to the Collateral Agent, and appoints the Collateral Agent as
attorney-in-fact to make proof of loss and claim for all insurance and refunds thereupon and to endorse all documents, contracts drafts, checks or forms of payment of insurance
or premiums. The Collateral Agent shall apply insurance proceeds in accordance with Section 8.1 of this Loan Agreement. The terms of
Section IV.4 and Section IV.9 of Exhibit O to the Disbursement Agreement shall not apply to any of the insurance policies required with respect to the Aircraft. 


        Section 8.3.    Insurance Certificates.    Prior to each Advance Date, and thereafter not less than
12 days prior to the expiration dates of the expiring policies theretofore delivered pursuant to Section 8.2, the Borrower shall deliver
to Collateral Agent and the Lenders certificates and copies of policies issued by the insurer(s) or insurance broker(s) for the insurance maintained pursuant to  Section 8.2; provided, however, that if the delivery of any certificate is delayed, the Borrower
shall not be deemed to be in violation of the obligation to deliver such certificate if, within such 12 day period, the Borrower delivers an executed binder with respect thereto and thereafter
delivers the certificate upon receipt thereof. 


SECTION 9.    EVENTS OF DEFAULT AND REMEDIES.    



        Section 9.1.    Events of Default.    If any of the following events shall occur and be continuing: 



        (a)  (i) The
Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or (ii) the Borrower shall fail to pay any
interest on any Loan or Wynn Resorts or any Loan Party shall fail to pay any other amount payable under this clause (ii) within five days after
any such interest or other amount becomes due in accordance with the terms hereof; provided, that the failure to pay any amount due under the
Disbursement Agreement (and not otherwise due hereunder) shall constitute an Event of Default hereunder only to the extent such failure to pay constitutes a Disbursement Agreement Event of Default; or 


        (b)  Any
representation or warranty made or deemed made by Wynn Resorts, or any Loan Party herein or in any other Loan 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 this Loan Agreement or any such other Loan 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; or 


        (c)  (i) Any
Loan Party shall default in the observance or performance of any agreement contained in Section 2 or Section 4 of the FF&E Guaranty
(provided, that with respect to those covenants incorporated by reference from this Loan Agreement into the FF&E Guaranty and made the direct
obligations of the Loan Parties pursuant to Section 4.1 of the FF&E Guaranty, no Event of Default shall occur from a Loan Party's default in the observance or performance of such covenants
until expiration of the notice and cure periods, if any, set forth under this Section 9 that are applicable to the corresponding covenants in
this Loan Agreement), (ii) Wynn Resorts shall default in the observance or performance of any agreement contained in the Wynn Resorts FF&E Guaranty, (iii) the Borrower shall default in
the observance or performance of any provision, covenant or agreement contained in Section 4 of the Borrower Security Agreement, (iv) the Aircraft Trustee shall default in the observance
or performance of any provision, covenant or agreement contained in Section 4 or Section 7 of the Aircraft Security Agreement, (v) a Disbursement Agreement Event of Default shall
have occurred and be continuing, (vi) the Borrower shall fail to at all times maintain in full force and effect the insurance policies and 



53





 





programs listed in Section 8.2 (other than Section 8.2(I)(c)) hereof or (vii) any
Loan Party shall fail to at all times maintain in full force and effect the insurance policies and programs described in Section 8.2(I)(c) where
such default shall not have been remedied within thirty (30) days after the earlier of (x) the applicable Loan Party becoming aware of such failure or (y) notice of such failure
from the Collateral Agent or any Lender to such Loan Party; or 


        (d)  Wynn
Resorts or any Loan Party or the Aircraft Trustee shall default in the observance or performance of any other covenant or agreement contained in this Loan Agreement
or any other Loan Document to which it is a party (other than as provided in subsections (a) through (c)
of this Section but subject to the proviso set forth in Section 9.1(c)), and such default shall continue unremedied for a period of
30 days after the earlier of (i) the Borrower or any other Loan Party becoming aware of such default or (ii) receipt by the Borrower or any other Loan Party of notice from the
Collateral Agent or any Lender of such default; provided, that the failure to perform or comply with any such provision of the Disbursement Agreement
shall constitute an Event of Default hereunder only to the extent such failure to perform or to comply constitutes a Disbursement Agreement Event of Default; or 


        (e)  The
Borrower or any other Loan Party shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee
Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period
of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition
relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default
or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause immediately such
Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable;  provided, that a default, event or condition
described in subsection (i), (ii) or  (iii) of this subsection (e) shall not at any time constitute an Event
of Default unless, at such time,
one or more defaults, events or conditions of the type described in subsections (i), (ii) and (iii) of
this subsection (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the
aggregate $5,000,000; or 


        (f)    (i) Wynn
Resorts, the Borrower or any other Loan Party shall commence any case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it
a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or
(B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Wynn Resorts, the Borrower or any
other Loan Party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Wynn Resorts, the Borrower or any other Loan Party any case,
proceeding or other action of a nature referred to in subsection (i) above that (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Wynn Resorts, the Borrower or
any other
Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in
the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) Wynn Resorts,
the Borrower or any other Loan Party shall 



54





 





take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in subsection (i),  (ii), or
(iii) above; or (v) Wynn Resorts, the Borrower or any other Loan Party shall generally
not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or 


        (g)  (i) Any
Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan
shall arise on the assets of any Loan Party or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed,
or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable
opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of
ERISA other than in a standard termination under Section 4041(b) of ERISA, (v) Valvino or any Loan Party or any Commonly Controlled Entity shall, or in the reasonable opinion of the
Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any Loan Party, or any of their
Subsidiaries or any Commonly Controlled Entity shall be required to make during any Fiscal Year payments pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that
provides benefits to retired employees (or their dependents), other than as required by Sections 601 et.  seq. of ERISA, Section 4980B of the Code, or
the corresponding provisions of applicable state law; and in each case in  subsections (i) through (vi) above, such event or condition, together with all
other such events or
conditions, if any, could reasonably be expected to have a Material Adverse Effect; or 


        (h)  One
or more judgments or decrees shall be entered against any Loan Party involving for the Loan Parties taken as a whole a liability (not paid or fully covered by
insurance as to which the relevant insurance company has acknowledged coverage) of $5,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded
pending appeal within 45 days from the entry thereof; or 


        (i)    Any
of the Security Documents, the guarantee contained in Section 2 of the FF&E Guaranty or the Wynn Resorts FF&E Guaranty, shall cease, for any reason (other
than pursuant to the terms thereof), to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert or shall assert that any provision of any Loan Document is not
in full force and effect, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or 



        (j)    Any
of the Loan Documents or Project Documents shall terminate or be terminated or canceled, become invalid or illegal or otherwise cease to be in full force and effect
prior to its stated expiration date or Wynn Resorts, the Borrower, any other Loan Party, any Affiliate of the Borrower or any other Person shall breach or default under any term, condition, provision,
covenant, representation or warranty contained in any Project Document (after the giving of any applicable notice and the expiration of any applicable grace period);  provided, that the occurrence of any
of the foregoing events with respect to any Project Document (other than any Material Affiliated Contract) shall
constitute an Event of Default hereunder only if the same could reasonably be expected to result in a Material Adverse Effect and the same shall continue unremedied for thirty (30) days after
the earlier of (i) the Borrower or any other Loan Party becoming aware of, or receiving notice of, such occurrence or (ii) receipt by the Borrower or any other Loan Party of notice from
the Collateral Agent or any Lender of such occurrence; provided, however, that in the case of any such Project Document, if the occurrence is the result
of actions or inactions by a party other than a Loan Party, then no Event of Default shall be deemed to have 



55





 





occurred as a result thereof if the Borrower provides written notice to the Collateral Agent immediately upon (but in no event more than two (2) Business Days after) the Borrower or any Loan
Party becoming aware of such occurrence that the relevant Loan Party intends to replace such Project Document and (x) such Loan Party obtains a replacement obligor or obligors for the affected
party, (y) such Loan Party enters into a replacement Project Document on terms no less beneficial to such Loan Party and the Secured Parties in any material respect than the Project Document
being replaced within sixty (60) days of such occurrence; provided, however, that the replacement Project Document may require the applicable
Loan Party to pay amounts under the replacement Project Document in excess of those that would have been payable under the replaced Project Document and (z) such occurrence, after considering
any replacement obligor and replacement Project Document and the time required to implement such replacement, has not had and could not reasonably be expected to have a Material Adverse Effect;  provided,
 further, that a breach, default or termination under any "Construction Contract" prior to the
Completion Date shall constitute an Event of Default hereunder only to the extent such breach, default or termination constitutes a Disbursement Agreement Event of Default; or 



        (k)  An
"event of default" under and as defined in any of the Financing Agreements (other than the Loan Documents) (in any event, after the expiration of any applicable cure
periods); or 


        (l)    (i) A
Change of Control shall occur; or (ii) a Specified Change of Control shall occur; or 


        (m)  The
Liens on the Property of the Borrower permitted pursuant to Section 7.3(k) and  (l), shall cease, for any reason, to be validly subordinated and junior
in right to the Liens of the Collateral Agent on the Equipment under the Loan
Documents; or 


        (n)  Any
Subordinated Debt or the Management Fees payable under the Management Agreement shall cease, for any reason, to be validly subordinated to the Obligations of the
Loan Parties as provided in the Management Agreement, the Management Fee Subordination Agreement and the documentation, instruments or other agreements related to the Subordinated Debt, as the case
may be; or 


        (o)  A
License Revocation that continues for three consecutive calendar days affecting gaming operations accounting for five percent or more of the consolidated gross
revenues (calculated in accordance with GAAP) of the Borrower related to gaming operations; or 



        (p)  The
Borrower or any other Loan Party shall fail to observe, satisfy or perform, or there shall be a violation or breach of, any of the terms, provisions, agreements,
covenants or conditions attaching to or under the issuance to such Person of any Permit or any such Permit or any provision thereof shall be suspended, revoked, cancelled, terminated or materially and
adversely modified or fail to be in full force and effect or any Governmental Authority shall challenge or seek to revoke any such Permit if such failure to perform, violation, breach, suspension,
revocation, cancellation, termination or modification could reasonably be expected to have a Material Adverse Effect; or 


        (q)  The
Completion Date shall not have occurred by the Scheduled Completion Date; or 


        (r)  World
Travel shall fail to pay any principal or interest on the Intercompany Note in accordance with the terms thereof or any default shall occur thereunder; or 


        (s)  The
occurrence of an "Event of Default" under the Wynn Credit Agreement; or 


        (t)    The
Aircraft Trustee shall fail to maintain the registration of the Aircraft as required by Section 4.1 of the Aircraft Security Agreement; 




then,
and in any such event, (A) if such event is an Event of Default specified in subsection (i) or  (ii) of subsection (f)
above with respect to Wynn Resorts or any Loan Party, automatically the
 


56





 


Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Loan Agreement and the other Loan Documents shall immediately
become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the
Collateral Agent may, or upon the request of the Required Lenders, the Collateral Agent shall, by notice to the Borrower, declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; and (ii) with the consent of the Required Lenders, the Collateral Agent may, or upon the request of the Required Lenders, the Collateral Agent shall, by notice to
the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Loan Agreement and the other Loan Documents to be due and payable forthwith, whereupon
the same shall immediately become due and payable. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent and the Lenders shall be entitled to exercise any and
all remedies available under the FF&E Guaranty and the Security Documents (subject to applicable
Nevada Gaming Laws and securing any required Nevada Gaming Approvals), including, without limitation, the Borrower Security Agreement, or otherwise available under applicable law, in equity, or
otherwise, including, without limitation, the right to enter into possession of the Collateral and perform any and all work and labor necessary to complete the Project or to operate and maintain the
Collateral, and all sums expended by the Collateral Agent or any other Secured Party in so doing, together with interest on such total amount at the highest default rate provided hereunder, shall be
Obligations hereunder, shall be repaid by the Borrower to the Collateral Agent or such Secured Party upon demand and shall be secured by the Loan Documents, notwithstanding that such expenditures may,
together with amounts advanced under this Loan Agreement, exceed the total amount of the Commitments. Notwithstanding anything to the contrary contained in this Loan Agreement, in the event the
consent of the Lenders is required in connection with the exercise of remedies pursuant to this Section 9, for purposes of determining the
required lender consent pursuant to the applicable definitions thereto, the Commitments of the Lenders shall be deemed terminated. 


        Section 9.2.    Remedies on Default.    In case any one or more Events of Default shall occur and be
continuing, (i) the Collateral Agent and the Required Lenders may exercise any rights of the Borrower under and with respect to the Intercompany Note and the Aircraft Security Agreement,
(ii) any Lender may proceed to protect and enforce the rights of such Lender by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any
agreement contained herein or in any Loan Document, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or
by law or otherwise, and (iii) the Collateral Agent and any Lender may exercise any rights or remedies in their respective capacities under the Operative Documents in accordance with the
provisions thereof. No course of dealing and no delay on the part of any Lender in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Lender's rights,
powers or remedies. No right, power or remedy conferred by this Loan Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or
therein or now or hereafter available at law, in equity, by statute or otherwise. 



        Section 9.3.    Remedies on Aircraft Default.    Notwithstanding any waiver or amendment delivered under this
Loan Agreement by the Collateral Agent acting at the direction of the Required Lenders to the contrary, in case any one or more Events of Default specified in
(i) subsection (a) of Section 9.1, (ii) subsection
(b) of Section 9.1 with respect to World Travel, the Aircraft or the Aircraft Trustee,
(iii) subsection (iv) of subsection (c) of  Section 9.1, (iv) subsection (d) of  Section 9.1 with respect to World Travel, the Aircraft or the Aircraft Trustee, (v) subsection
(i) above with respect to World Travel, the Aircraft or the Aircraft Trustee, (vi) subsection (f) of  Section 9.1,
(vii) subsection (r) of  Section 9.1, (viii) subsection (t) of  Section 9.1, shall occur and be continuing, the Collateral Agent, acting at the direction of the Lenders holding more than 50% of the aggregate
amount of Credit Exposure of the Lenders whose Loans were used to refinance the Aircraft, shall (A) declare that 


57





 




portion of the Loans hereunder (with accrued interest thereon) that were used to refinance the Aircraft to be due and payable forthwith, whereupon the same shall immediately become due and payable,
(B) exercise any rights of the Borrower under and with respect to the Intercompany Note and the Aircraft Security Agreement and (C) exercise any of its rights under the Borrower Aircraft
Assignment. 


        With
the exception of the foregoing, unless the Required Lenders have consented in writing, no such Lender shall proceed to protect and enforce the rights of such Lender under this Loan
Agreement or the other Loan Documents, by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any other Loan
Document, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. 


SECTION 10.    ASSIGNMENT BY LENDERS; PARTICIPATIONS.    



        Section 10.1.    Assignments.    


        (a)  Any
Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Loan Agreement, the other Loan Documents,
the Collateral or the Notes; provided that (i) each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Loan Agreement and the other Loan Documents; and (ii) the parties to each assignment shall execute and deliver to the Collateral Agent an
Assignment and Assumption Agreement in the form attached hereto as Exhibit F, together with a processing and recordation fee of $500.00. Subject
to acceptance and recording thereof by the Collateral Agent pursuant to paragraph (b) of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Loan Agreement and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Loan Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Loan Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Loan Agreement, such Lender
shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 12 with respect to facts and circumstances
occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Loan Agreement that does not comply with this paragraph shall be
treated for purposes of this Loan Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with  Section 10.2. 


        (b)  The
Collateral Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its office listed in Schedule
IB a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the principal amounts of the Loans
owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the
Borrower, the Collateral Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Loan Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Any
assignment or transfer by a Lender of rights or obligations as a Lender under this Loan Agreement that does not comply with this paragraph shall be treated for purposes of this Loan Agreement as a
sale by such Lender of a participation in such rights and obligations in accordance with Section 10.2. 


        Section 10.2.    Participations.    Any Lender may at any time, without the consent of, or notice to, the
Borrower or the Collateral Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a  "Participant") in all or a
portion of such Lender's rights and/or obligations under this Loan Agreement, the other Loan Documents, the Collateral or the
Notes; (including all or a portion of the Loans owing to it); provided


58





 




that (i) such Lender's obligations under this Loan Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the Collateral Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Loan Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Loan Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Loan Agreement and the
other Loan Documents. Subject to paragraph (b) of this Section, the Company agrees that each Participant shall be entitled to the benefits of  Section 12 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to  Section 10.1. 


        (b)  A
Participant shall not be entitled to receive any greater payment under Section 12 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written
consent. A Participant that would be a foreign Lender if it were a Lender shall not be entitled to the benefits of Section 12.2 unless the
Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower to comply with  Section 12.2 as though it were a Lender. 


        Section 10.3.    Pledges.    Any Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Loan Agreement or the other Loan Documents to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto. 


SECTION 11.    THE COLLATERAL AGENT.    


        Section 11.1.    Appointment.    Each Lender hereby irrevocably designates and appoints the Trust Company as
the Collateral Agent under this Loan Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under
the provisions of this Loan Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Loan
Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Loan Agreement, the Trust
Company shall not have any duties or responsibilities, except those expressly set forth herein and in the other Loan Documents, or any fiduciary relationship with any Lender or any other party to the
Loan Documents, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Loan Agreement or any other Loan Document or otherwise exist against the Trust Company. 


        Section 11.2.    Delegation of Duties.    The Collateral Agent may execute any of its duties under this Loan
Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.
The Collateral Agent shall not be responsible for the acts or omissions including, specifically the negligence or willful misconduct of agents or attorneys-in-fact selected by
it with reasonable care. 


        Section 11.3.    Exculpatory Provisions.    Neither the Trust Company nor the Collateral Agent (in its capacity
as such) nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken
by the Collateral Agent or such Person under or in connection with this Loan Agreement or any other Loan Document, except for the Collateral Agent's or such Person's own willful misconduct or gross
negligence (or negligence in the handling of funds by the Collateral Agent in such capacity) or (b) responsible in any manner to any of 


59





 




the Lenders or any other party to the Loan Documents for any recitals, statements, representations or warranties made by the Borrower or any other party or any officer thereof contained in this Loan
Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this
Loan Agreement or any other Loan Document, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Loan Agreement or any other Loan Document or for any failure of
the Borrower to perform its obligations hereunder or thereunder. The Collateral Agent shall not be under any obligation to any Lender or any other party to the Loan Documents to ascertain or to
inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Loan Agreement or any other Loan Document, or to inspect the properties, books or records of
the Borrower. 


        Section 11.4.    Reliance by Collateral Agent; Indemnity.    The Collateral Agent shall be entitled to rely,
and shall be fully protected in relying, upon any Note, writing, resolution, notice, consent, certificate, affidavit, letter, facsimile message, statement, order or other document or other written
communication believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent may deem and treat the payee of any Note as the owner thereof for
all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Collateral Agent, in accordance with this Loan Agreement. The Collateral Agent shall
be fully justified in failing or refusing to take any action under this Loan Agreement or any other Loan Document unless it shall first receive the advice or concurrence of the Required Lenders or it
shall first be indemnified to its satisfaction by the applicable Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such
action. The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement and the other Loan Documents in accordance with a request of the
Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the applicable Notes. Wherever in the Loan
Documents the consent or approval of the Collateral Agent is required, in giving any such consent or approval the Collateral
Agent may rely upon, or make its approval subject to, the directions of or consent or approval from the Required Lenders. The Lenders agree to indemnify the Collateral Agent (to the extent not
reimbursed under Section 12 hereof but without limiting the obligations of the Borrower under  Section 12 or of the Guarantors) ratably in
accordance with their respective Commitments, for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys' fees) or disbursements of any kind and nature whatsoever that may at any time (including at any time
following the final payment of all of the obligations of the Borrower hereunder and under the other Loan Documents) be imposed on, incurred by or asserted against the Collateral Agent (including by
any Lender) in any way relating to or arising out of this Loan Agreement or any Loan Document or the transactions contemplated thereby or any action taken or omitted by the Collateral Agent under this
Loan Agreement or any Loan Document; provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence
(or negligence in the handling of funds by the Collateral Agent in such capacity) or willful misconduct of the Person to be indemnified. Without limitation of the foregoing, each Lender agrees to
reimburse the Collateral Agent promptly upon demand for its ratable share of any costs or expenses payable by the Borrower under Section 12, to
the extent that the Collateral Agent is not promptly reimbursed for such costs and expenses by the Borrower or a Guarantor. 


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        Section 11.5.    Notice of Default.    The Collateral Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default or Event of Default unless the Collateral Agent has received notice from a Lender referring to this Loan Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the Collateral Agent receives such a notice, the Collateral Agent shall promptly give notice thereof to the Lenders, the Borrower,
the Administrative Agent and the Mortgage Notes Indenture Trustee. The Collateral Agent shall take such action with respect to such Default or Event of Default as shall be directed by the Required
Lenders; provided, however, that unless and until the Collateral Agent shall have received such directions, the Collateral Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders. 



        Section 11.6.    Non-Reliance on Collateral Agent and Other Lenders.    Each Lender expressly
acknowledges that neither the Collateral Agent, the Arranger nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates, has made any
representations or warranties to it and that no act by the Collateral Agent, or the Arranger hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any
representation or warranty by the Collateral Agent or the Arranger to any Lender. Each Lender represents to the Collateral Agent that it has, independently and without reliance upon the Collateral
Agent or the Arranger or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations,
property, financial and other condition and creditworthiness of the Borrower and made its own decision to enter into this Loan Agreement. Each Lender also represents that it will, independently and
without reliance upon the Collateral Agent, the Arranger or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Loan Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to
the business, operations, property, financial and other condition and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the
Lenders by the Collateral Agent hereunder, neither the Collateral Agent nor the Arranger shall have any duty or responsibility to provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower which may come into the possession of the Collateral Agent, the Arranger or any of
their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates. 


        Section 11.7.    Indemnification.    Other than with respect to indemnification provided to the Collateral
Agent in accordance with Section 11.4, the Collateral Agent agrees to look solely to the Borrower under  Section 12, and not to any other party
hereto, for any claim for indemnification which may arise hereunder or under any other Loan Document. 



        Section 11.8.    Collateral Agent in Its Individual Capacity.    Each Lender acknowledges that Wells Fargo Bank
Nevada, National Association, is acting as Collateral Agent hereunder. Wells Fargo Bank Nevada, National Association, and its Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrower and its Affiliates as though
it was not the Collateral Agent hereunder and under the other Loan Documents and without notice to or consent of the Lenders. Each Lender acknowledges that, pursuant to such activities, Wells Fargo
Bank Nevada, National Association, or its Affiliates may receive information regarding the Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor
of the Borrower or its Affiliates) and acknowledges that such Persons shall be under no obligation to provide such information to them. 


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        Section 11.9.    Successor Collateral Agent.    The Collateral Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders, with the
consent of the Borrower, such consent not to be unreasonably withheld, shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by
the Required Lenders, and shall have accepted such appointment, within sixty (60) days after the retiring Collateral Agent's giving of notice of resignation or the Required Lenders' removal of
the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent, which shall be a commercial bank described in clause (i)
or (ii) of the definition of "Eligible Assignee" and having a combined capital and surplus of at
least $150,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Loan Agreement.
After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Section 11 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Loan Agreement. Notwithstanding the foregoing if no Event of Default and no Default, shall have
occurred and be continuing, then no successor Collateral Agent shall be appointed under this Section 11.9 without the prior written consent of
the Borrower, which consent shall not be unreasonably withheld or delayed. 


        Section 11.10.    Action upon Instructions.    Subject to the terms of Sections
11.3, 11.4 and 11.7 and the Operative Documents, upon the written instructions
at any time and from time to time of the Required Lenders (for any action not requiring the consent of all of the Lenders), Collateral Agent shall take such of the following actions as may be specific
in such instructions: 



        (a)  give
such notice or direction or exercise such right or power under this Loan Agreement or any other Loan Document as shall be specified in such instructions; 


        (b)  approve
as satisfactory to it all matters required by the terms of any Loan Document to be satisfactory to Collateral Agent; and 



        (c)  any
other action as specified by the Required Lenders. 




SECTION 12.    INDEMNITY.    


        Section 12.1.    General Indemnification.    Whether or not the transactions contemplated hereby are
consummated, to the fullest extent permitted by any Requirements of Law, the Borrower hereby: 



        (x)  waives
and releases any Claims now or hereafter existing against any Indemnitee on account of, and 



        (y)  assumes
liability for and agrees to indemnify, protect, defend, save and keep harmless each Indemnitee on an after-tax basis (in accordance with  Section 12.3) from and against, any and all Claims of every
kind and nature whatsoever that may be imposed on, incurred by, or asserted against
any Indemnitee, which are not caused by the gross negligence or willful misconduct (or negligence in the handling of funds by the Collateral Agent in such capacity) of the Indemnitee
(provided that the indemnification provided under this Section 12.1 shall specifically include
matters based on or arising from the negligence of any Indemnitee), whether or not such Indemnitee shall also be indemnified as to any such Claim by any other Person and whether or not 



62





 





such Claim arises or accrues prior to the Document Closing Date or after the Maturity Date, and which relates in any way to or arises in any way out of: 



        (a)  any
of the Operative Documents or any of the transactions contemplated thereby, or any investigation, litigation or proceeding in connection therewith, and any
amendment, modification or waiver in respect thereof; 


        (b)  the
Collateral or any Part thereof or interest therein; 


        (c)  with
respect to the Collateral or Part thereof, the acquisition, mortgaging, design, manufacture, re-manufacture, construction, preparation, installation,
inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition
or substitution, storage, titling or retitling, transfer of title, registration or re-registration, redelivery, use, operation, condition, financing, refinancing, sale, return or other
application or disposition or the imposition of any Lien (or incurring of any liability to refund or pay
over any amount as a result of any Lien) on any of the Collateral, including, without limitation, (i) Claims or penalties arising from any violation of any Requirements of Law or in tort
(strict liability or otherwise), (ii) loss of or damage to the environment (including, without limitation, investigation costs, cleanup costs, response costs, remediation and removal costs,
costs of corrective action, costs of financial assurance, and all other damages, costs, fees and expenses, fines and penalties, including natural resource damages), or death or injury to any Person,
and any mitigative action required by or under Environmental Laws, (iii) latent or other defects, whether or not discoverable, and (iv) any Claim for patent, trademark or copyright
infringement; 


        (d)  the
sale or other disposition of the Collateral, including, without limitation, any disposition as a result of the exercise of remedies; 


        (e)  the
offer, issuance, sale or delivery of the Notes in accordance with the Operative Documents; 


        (f)    the
breach by the Borrower or a Guarantor of any representation or warranty made by it or deemed made by it in any Operative Document; 



        (g)  the
transactions contemplated hereby or by any other Operative Document in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA and any
Prohibited Transaction described in Section 4975(c) of the Code; 


        (h)  any
Claims related to the release from the Collateral of any substance into the environment, including (without limitation) Claims arising out of the use of the
Collateral for the transportation or storage of any Hazardous Substances; 


        (i)    any
Claims related to any Indemnitee being alleged to be an owner or operator of the Collateral or the land on which the Collateral is situated, in each case prior to
taking possession thereof, under any Environmental Law; 


        (j)    any
failure on the part of the Borrower or any Guarantor to perform or comply with any of the terms of any Operative Document to which it is a party; or 


        (k)  any
other agreement entered into or assumed by the Borrower in connection with the Collateral. 




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        It
is expressly understood and agreed that this Section 12.1 shall not apply to Claims in respect of: 




        (A)  Taxes
(such Claims being subject to Section 12.2), except with respect to (1) taxes or penalties included
in Claims described in clause (g) above, and (2) any payment necessary to make payments under this  Section 12.1 in accordance with
Section 12.3; 


        (B)  as
to an Indemnitee, Lender Liens which such Indemnitee is responsible for discharging under the Operative Documents; 


        (C)  the
gross negligence or willful misconduct of such Indemnitee or any Affiliate, agents, officers directors, servants or employees thereof; and 



        (D)  the
breach by an Indemnitee of any representation, warranty or covenant under any Operative Document. 





        Section 12.2.    General Tax Indemnity.    


        (a)  The
Borrower shall pay, defend and indemnify and hold each Indemnitee harmless from any and all Taxes imposed on or with respect to or in connection with any Indemnitee,
the Collateral or any Part thereof, any Operative Document, the Borrower or any lessee or user of the Collateral, howsoever imposed, including Taxes imposed: 



          (i)  with
respect to the Collateral or Part thereof, the acquisition, mortgaging, design, manufacture, re-manufacture, construction, preparation, installation,
inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease agreement, repossession, maintenance, repair, alteration, modification,
addition or substitution, storage, titling or retitling, transfer of title, registration or re-registration, redelivery, use, operation, condition, financing, refinancing, sale, return or
other application or disposition or the imposition of any Lien (other than Permitted Liens related to Taxes) or incurrence of any liability to refund or pay over any amount as a result of any Lien
thereon; 


        (ii)  Interest
or Supplemental Payments or the receipts or earnings arising from or received with respect to the Collateral or any Part thereof, or any interest therein or
any applications or dispositions thereof, 


        (iii)  any
other amount paid or payable pursuant to this Loan Agreement, the Notes or any other Operative Document; 


        (iv)  the
Collateral or any Part thereof or any interest therein; 


        (v)  all
or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto; and 


        (vi)  otherwise
with respect to or in connection with the transactions contemplated by the Operative Documents; 




provided, however, the indemnification obligation of this Section 12.2(a) shall not apply to
Taxes (1) which are based upon or measured by the Indemnitee's net income or which are expressly in substitution for, or relieve Indemnitee from, any tax based upon or measured by Indemnitee's
net income (including the United States backup withholding tax)(other than any State or local taxes imposed by means of withholding, taxes incurred solely as a result of the location of the
Collateral, the operations, state of formation, or place of payment of the Borrower, and taxes necessary to pay the obligations under this paragraph on an after-tax basis);
(2) characterized under local law as franchise, net worth, or shareholder's capital taxes; and (3) that are the U.S. withholding taxes under Sections 1441 or 1442 of the Code with
respect to any payment to an Indemnitee that is not a U.S. Person as defined in Section 7701(a)(30) of the Code (a "Non-U.S.
Indemnitee"). Notwithstanding the proviso of the preceding sentence of this Section 12.2(a), the Borrower shall pay or
reimburse, and indemnify and hold harmless, on an after-tax basis, any Non-U.S. Indemnitee (i) if such Non-U.S. Indemnitee, in 


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compliance with Section 12.2(c), has established that it is entitled to receive payments pursuant to the Operative Documents without any such
deduction or withholding, from any deduction or withholding of any U.S. federal income tax, or (ii) if such Non-U.S. Indemnitee, in compliance with  Section 12.2(c), has established that it is
entitled to receive payments pursuant to the Operative Documents at a reduced rate of withholding,
from any deduction or withholding of any United States federal income tax in excess of such reduced rate, or (iii) if such Non-U.S. Indemnitee, in compliance with  Section 12.2(c) or otherwise,
has validly established that it is a foreign person or a corporation thereby entitled to an exemption from United
States backup withholding taxes, from such backup withholding taxes. 


        Payments
to any Indemnitee under this Section 12.2(a) shall be made within ten (10) Business Days from the date such
Indemnitee makes written demand therefor, which demand shall set forth in reasonable detail the basis and calculations of the amounts demanded. Any Indemnitee claiming any indemnity payment or
additional amounts payable pursuant to this Section 12.2(a) shall use reasonable efforts to file any certificate or document reasonably requested
in writing by the Borrower or the Collateral Agent if the making of such a filing would avoid the need for or reduce the amount of any such indemnity payment or the withholding amount that may
thereafter accrue. 


        All
of the indemnities contained in this Section 12.2 shall continue in full force and effect notwithstanding the expiration or
earlier termination of this Loan Agreement in whole or in part,
including the termination of this Loan Agreement with respect to the Collateral, and are expressly made for the benefit of, and shall be enforceable by, each Indemnitee. 



        (b)  The
Borrower will, promptly upon learning thereof, notify the Collateral Agent and the Indemnitees of all reports or returns required to be made with respect to any Tax
with respect to which the Borrower is required to indemnify hereunder, and will, if permitted by any Requirement of Law, file the same. If the Borrower is not permitted to so file, the Borrower shall
prepare such reports or returns for signature by the Collateral Agent or the applicable Indemnitee and shall forward the same, together with immediately available funds for payment of any Tax due, to
the Collateral Agent or such Indemnitee, no later than later of ten (10) Business Days in advance of the date such payment is to be made or five (5) Business Days upon learning of such
filing requirement. The Borrower shall furnish the Collateral Agent or such Indemnitee with copies of all paid receipts or other appropriate evidence of payment for all Taxes paid by the Borrower
pursuant to this Section 12.2.


        (c)  Each
Non-U.S. Indemnitee shall deliver to the Borrower and the Collateral Agent two original copies of IRS Form W-8BEN or
W-8ECI or successor applicable form or forms, properly and duly executed, establishing in either case that such Non-U.S. Indemnitee is entitled to receive payments pursuant to
the this Loan Agreement without deduction or withholding of any U. S. federal income taxes (or at a reduced rate, if applicable) and is a foreign person or a corporation thereby entitled to an
exemption from United States backup withholding taxes. Each such Non-U.S. Indemnitee covenants that (i) it will provide to the Borrower and the Collateral Agent a new IRS
Form W-8BEN or W8-ECI and any such additional forms (or any successor form or forms) in accordance with applicable United States laws and regulations and amendments,
duly executed and completed by such Non-U.S. Indemnitee on the expiration or obsolescence of any previously delivered forms or after the occurrence of any event requiring a change in the
most recent forms delivered by it, in either case within ten (10) Business Days of receipt from the Borrower or the Collateral Agent of (1) written notice that the existing forms are to
expire or become obsolete, (2) the appropriate new forms, and (ii) it will otherwise comply from time to time with all applicable United States laws and regulations with regard to such
withholding tax exemption or entitlement to reduced rate withholding. 


        (d)  If
any Indemnitee receives a refund of any Tax for which a payment has been made by the Borrower or the Collateral Agent pursuant to this  Section 12.2, which refund in the good faith judgment of such
Indemnitee is attributable to such payment made by the Borrower or Collateral 


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Agent, then such Indemnitee shall reimburse the Borrower or Collateral Agent for such amount as such Indemnitee determines in good faith to be the proportion of the refund as will leave it, after
such reimbursement, in the same position it would have been in if the payment of such Tax and any payment by the Borrower or a Collateral Agent under this  Section 12.2 had not been made. Subject to
this Section 12.2(d), upon the reasonable
request of the Borrower or Collateral Agent, the Indemnitee shall use reasonable efforts to cooperate with the Borrower or a Collateral Agent with a view to obtaining a refund of any Taxes with
respect to which the Borrower or a Collateral Agent has paid any amounts pursuant to this Section 12.2 and which the Borrower or the Collateral
Agent, on advice of counsel, reasonably believes were not correctly or legally asserted by the relevant Governmental Authority. 


        (e)  If
any Taxes that are imposed on the Indemnitee and excluded from the indemnification provided for under  Section 12.2(a) are required by any Governmental Authority to be paid (other than through
withholding from payments made to the affected
Indemnitee) by the Borrower, then the Borrower shall provide notice to the affected Indemnitee within a reasonable time after paying such amounts, together with an explanation in reasonable detail
explaining the nature and circumstances of such payment. Within a reasonable time after receipt thereof, the affected Indemnitee shall reimburse the Borrower for any payment of such Taxes, on an
after-tax basis in accordance with principles set forth in Section 12.3 taking into account any deduction, credits or other Tax
benefits available to Borrower on its payment of the Taxes. 


        Section 12.3.    Gross Up.    To the extent an Indemnitee shall not be entitled to a corresponding and equal
deduction or credit with respect to any payment or Tax which Borrower is required to pay or reimburse under any other provision of this  Section 12 (each such payment or reimbursement under this
Section 12, an  "Original Payment") and which Original Payment constitutes income to such Indemnitee, then the Borrower shall pay to such Indemnitee on
demand the
amount of such Original Payment on a grossed-up basis such that, after subtracting all Taxes imposed on such Indemnitee with respect to such Original Payment (including any Taxes otherwise
excluded from the indemnification provided under Section 12.2 and assuming for this purpose that such Indemnitee were subject to taxation at the
highest Federal, state or local marginal rates applicable to widely held corporations for the year in which such income is taxable), such payments shall be equal to the Original Payment to be received
(net of any credits, deductions or other Tax benefits then actually recognized that arise from the payment by such Indemnitee of any amount, including Taxes, for which the payment to be received is
made). 


        Section 12.4.    Increased Capital Costs.    If any change in, or the introduction, adoption, effectiveness,
interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank
regulator or other Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Lender directly or by its parent company (including, without
limitation, any reserve requirements specified under regulations issued from time to time by the Board and then applicable to assets or liabilities consisting of and including  "Eurocurrency Liabilities"
as defined in Regulation D of such Board) as determined by such Lender (in its sole and absolute discretion), then, in
any such case, upon written notification from time to time by such Lender to the Borrower, the Borrower shall, within five (5) Business Days following receipt of the statement referred to in
the next sentence, pay directly to such Lender, as Supplemental Payment, additional amounts sufficient to compensate such Lender or its parent for such increased cost to such Lender (subject to  Section 12.3). A statement of a Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall,
in the absence of manifest error, be conclusive and binding on the Borrower. In determining such amount, each Lender shall use any method of averaging or attribution that it (in its reasonable
discretion) shall deem applicable. Notwithstanding any provision of this Section 12.4 to the contrary, no amount shall be payable by the Borrower
with respect to any such increased costs or reduced returns incurred more 


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than 180 days before the date such Lender first notifies the Borrower of its intention to demand compensation under this Section 12.4. 



        Section 12.5.    Environmental Indemnity.    Without limitation of the other provisions of this  Section 12, the
Borrower hereby agrees to indemnify, hold harmless and defend each Indemnitee from and against any
and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings (including informal proceedings) and orders, judgments, remedial action, requirements,
enforcement actions of any kind, and all reasonable and documented costs and expenses incurred in connection therewith (including reasonable and documented attorneys', expert consultants', expert
witnesses', and/or paralegals' fees and expenses), including all costs incurred in connection with any investigation or monitoring of the condition of the Collateral and/or Site or any
clean-up, remedial, removal or restoration work by any Governmental Authority (collectively, "Environmental Claims"), arising in whole or in
part, out of: 



        (a)  the
presence on, under or around the Collateral and/or Site or any portion thereof of any Hazardous Substances, or any releases or discharges of any Hazardous Substances
on, under, from, onto or around the Collateral and/or Site or any portion thereof; 


        (b)  any
activity, including, without limitation, construction carried on or undertaken on or off the Collateral and/or Site or any portion thereof, and whether by the
Borrower or any of its Affiliates or any predecessor in title or any employees, agents, sublessees, contractors or subcontractors of the Borrower, any of its Affiliates or any predecessor in title, or
any other Persons (including such Indemnitee), in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Substances
that at any time are located or present on, under or around, or that at any time migrate, flow, percolate, diffuse or in any way move onto or under the Collateral and/or Site or any portion thereof; 


        (c)  loss
of or damage to any property or the environment arising from, or in any way related to, the Collateral and/or Site or the Borrower or any of its Affiliates
(including, without limitation, clean-up costs, response costs, remediation and removal costs, cost of corrective action, costs of financial assurance, fines and penalties and natural
resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigative action required by or
under Environmental Laws, in each case arising from, or in any way related to, the Collateral and/or Site, the Borrower or the transactions contemplated by the Operative Documents or any portion
thereof; 


        (d)  any
claim concerning lack of compliance with Environmental Laws in connection with the Collateral and/or Site (including, without limitation, any claim arising from the
failure or alleged failure to obtain or comply with any permit required by any Environmental Laws for the construction or operation of the Collateral and/or Site), or any act or omission causing an
environmental condition that requires remediation or would allow any Governmental Authority to record a Lien against the Collateral and/or Site or any portion thereof; or 


        (e)  any
residual contamination on or under any of the Collateral and/or Site, or adversely affecting any natural resources, and any contamination of any property or natural
resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Substances, in each case arising from, or in any way related to, the Collateral
and/or Site, the Borrower or the transactions contemplated by the Operative Documents or any portion thereof, and irrespective of whether any of such activities were or will be undertaken in
accordance with all Requirements of Law. 




        Section 12.6.    Eurodollar Rate Illegal, Unavailable or Impracticable.    If any Lender shall determine in
good faith (which determination shall, upon notice thereof to Collateral Agent and the Borrower, be conclusive and binding on the Borrower) that: 


67





 

        (a)  a
change in law makes it unlawful, or the central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make, continue or maintain any
amount of such Lender's investment hereunder on a Eurodollar Rate basis, 


        (b)  deposits
in Dollars (in the applicable amounts) are not being offered to such Lender in the relevant market for the applicable Interest Period, or that by reason of
circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate, or 


        (c)  the
Eurodollar Rate, as determined by such Lender, will not adequately and fairly reflect the cost to such Lender of maintaining or funding its investments for the
applicable Interest Period, or that the making or funding of such Lender's investment hereunder on a Eurodollar Rate basis has become impracticable as a result of an event occurring after the date of
this Loan Agreement which in the opinion of such Lender materially changes such investment, 




then
the obligations of such Lender to make, continue or maintain any such investment shall, upon such determination, forthwith be suspended until such Lender shall notify Collateral Agent and the
Borrower that such circumstances no longer exist, and all Interest allocable to such Lender shall automatically be determined on a Base Rate basis beginning on the next immediately succeeding Payment
Date with respect thereto or sooner, if required by such law, assertion or determination. In the event of the occurrence of the conditions described in  clause (c) above, no Applicable
Administrative Charge shall be assessed against any of the Loan Parties. 


        Section 12.7.    Funding Losses.    The Borrower agrees to reimburse any Lender for any loss or expense
incurred as a result of (i) the failure of the transaction contemplated hereby to occur on the Document Closing Date or (ii) any payment of all or any portion of the Loan Balance for any
reason on a date other than a Payment Date. Any affected Lender shall promptly notify the Borrower in writing of the amount of any claim under this  Section 12.7, the reason or reasons therefor and
the additional amount required fully to compensate such Lender for such loss or expense. Such
written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower. 


        Section 12.8.    Actions of Lenders.    Each Lender shall use reasonable efforts (including reasonable efforts
to change the booking office for this transaction) to avoid or minimize any amounts which might otherwise be payable pursuant to Sections 12.3 and  12.4; provided, however, that such efforts shall not be deemed by such Lender, in its sole discretion, to be disadvantageous to
it. 


SECTION 13.    GENERAL CONDITIONS.    


        Section 13.1.    Payment of Transaction Costs and Other Costs.    If the transactions contemplated hereby are
consummated, the Borrower shall pay all Transaction Costs and all Fees in accordance with Section 2.7 and Section 3.1 of the Disbursement
Agreement (or upon such later date as agreed to by the Lenders), and in the event the transactions contemplated hereby do not close, the Borrower shall pay such Transaction Costs promptly upon receipt
of invoices therefor. In addition, the Borrower shall pay or reimburse Collateral Agent, Trust Company, Arrangers and the Lenders for all other Transaction Costs and Fees and all other
out-of-pocket costs and expenses (including reasonable attorneys fees) reasonably incurred in connection with: (a) entering into, or the giving or withholding of, any
future amendments, supplements, waivers or consents with respect to the Operative Documents; (b) any Casualty or termination of this Loan Agreement or any other Operative Document;
(c) the negotiation and documentation of any restructuring or "workout", whether or not
consummated, of any Operative Document; (d) the enforcement of the rights or remedies under the Operative Documents; (e) further assurances requested pursuant to any Operative Documents;
(f) any transfer by Collateral Agent or a Lender of any interest in the Operative Documents during the continuance of an Event of 


68





 




Default or pursuant to the syndication of the Notes by the Arrangers; and (g) the ongoing fees and expenses of Collateral Agent and Trust Company under the Operative Documents. 



        Section 13.2.    Effect of Waiver.    No delay or omission to exercise any right, power or remedy accruing to
Collateral Agent or any Lender upon any breach or default of the Borrower hereunder shall impair any such right, power or remedy nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein or of or in any similar breach or default thereafter occurring, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise
thereof, or the exercise of any other right, power or remedy, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on the part of the Lenders or Collateral Agent of any breach or default under this Loan Agreement must be specifically set
forth in writing and must satisfy the requirements set forth in Section 13.5 with respect to approval by the Lenders and Collateral Agent. 


        Section 13.3.    Survival of Covenant.    All representations, warranties and covenants of the Borrower under  Sections 2,
3 and 5.1 shall survive the expiration or
termination of this Loan Agreement to the extent arising prior to any such expiration or termination. 


        Section 13.4.    Applicable
Law.    THIS LOAN AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (OTHER
THAN TITLE 14 OF ARTICLE V OF THE NEW YORK GENERAL OBLIGATIONS LAW).  


        Section 13.5.    Effect and Modification.    



        (a)  This
Loan Agreement and the other Loan Documents exclusively and completely state the rights of the Lenders and the Borrower with respect to the Loans and the Collateral
and supersedes all prior agreements, oral or written, with respect thereto. No Loan Document nor any of the terms thereof may be terminated, amended, supplemented, waived or modified without the
written agreement or consent of Collateral Agent, the Borrower and the Required Lenders, and in the case of the FF&E Guaranty, or any definition used therein, the Guarantors affected thereby;  provided, however,
 that Sections 13.1 and 13.16 hereof
may not be terminated, amended, supplemented, waived or modified without the written agreement or consent of the Arrangers; and provided, further, that
any termination, amendment, supplement, waiver or modification shall require the written agreement or consent of each Lender if such termination, amendment, supplement, waiver or modification would: 



          (i)  modify
any of the provisions of this Section 13.5, change the definition of "Required
Lenders" or modify or waive any provision of a Loan Document requiring action by each Lender; 



        (ii)  amend,
modify, waive or supplement any of the provisions of Section 3.2, 3.3, 3.4,
3.5 or 3.8 of this Loan Agreement; 


        (iii)  reduce,
modify, amend or waive any Fees or indemnities in favor of any Lender (other than increases thereof), including without limitation amounts payable pursuant to  Section 12 (except that any Person may
consent to any reduction, modification, amendment or waiver of any indemnity payable to it); 



69











  




        (iv)  modify
(other than increases thereof), postpone, reduce or forgive, in whole or in part, any payment of principal or Interest (other than pursuant to the terms of the
Loan Documents), or any Loan, Loan Balance or Commitment Fee (except that any Person may consent to any modification, postponement, reduction or forgiveness of any payment of any Fee payable to it)
or, subject to clause (iii) above, any other amount payable to it under this Loan Agreement, or modify the definition or method of calculation of
Interest (other than pursuant to the terms of the Loan Documents), Loans, Loan Balances, Commitment, Aggregate Commitment Amount (other than as permitted by  Section 7.5(p)(iii)(B)(2)), Maturity
Date, Commitment Period, Interest Rate Applicable Lender Margin or any other definition which would affect
the amounts to be advanced or which are payable under the Loan Documents or extend, modify or amend the Loan Term; 


        (v)  release
of any Lien granted by the Borrower, the Aircraft Trustee or World Travel under the Loan Documents or release the FF&E Guaranty or the Wynn Resorts FF&E
Guaranty, except as provided in the Loan Documents or consent to the Collateral Agent's actions pursuant to Section 3.1.2 of the FF&E Intercreditor Agreement; or 


        (vi)  subject
to Section 7.5(p)(iii)(B)(2), increase the Commitment of any Lender or subject such Lender to additional
obligations. 





Notwithstanding
the foregoing, neither the FF&E Guaranty, the Wynn Resorts FF&E Guaranty nor any of the terms thereof may be amended, modified or waived, unless such amendment, modification or waiver
is in writing entered into by, or approved in writing by the Required Lenders, the Collateral Agent and the Guarantors. 


        (b)  The
Borrower will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant
any security, to any Lender as consideration for or as an inducement to the entering into by any Lender of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is
concurrently paid, or security is concurrently granted, on the same terms, ratably to each Lender then outstanding even if such Lender did not consent to such waiver or amendment. 



        Section 13.6.    Notices.    All demands, notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given when personally delivered or one Business Day after being sent by overnight delivery service or three days after being deposited in the mail, certified mail
postage
prepaid, or when sent by facsimile transmission, if confirmed by mechanical confirmation and if a copy thereof is promptly thereafter personally delivered, sent by overnight delivery service or so
deposited in the mail, addressed to: (A) the Borrower, a Guarantor or Collateral Agent at the address set forth below, or at such other address as may hereafter be furnished in accordance with
this Section 13.6 by either party to the other and (B) each Lender at its address set forth in Schedule
IB: 



          (i)  if
to the Borrower: 




Wynn
Las Vegas, LLC

3145 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: Ron Kramer

Telecopy: (702) 733-4123

Telephone: (702) 791-0167 





70





 



With
a copy to 


Irell &
Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067

Attention: C. Kevin McGeehan, Esq.

Telecopy: (310) 282-5610

Telephone: (310) 203-7110 





        (ii)  if
to Guarantor: 




c/o
Wynn Resorts Holdings, LLC

3145 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: Ron Kramer

Facsimile: (702) 733-4123

Telephone: (702) 791-0167 





        (iii)  if
to the Collateral Agent: 




Wells
Fargo Bank Nevada,

National Association

c/o Wells Fargo Bank Northwest,

National Association

299 South Main Street, 12th Floor

MAC U1228-120

Salt Lake City, Utah 84111 






        Section 13.7.    Consideration for Consents to Waivers and Amendments.    The Borrower hereby agrees that it
will not, and that it will not permit any of its Affiliates to, offer or give any consideration or benefit of any kind whatsoever to Collateral Agent or any Lender in connection with, in exchange for,
or as an inducement to, Collateral Agent or such Lender's consent to any waiver in respect of, any modification or amendment of, any supplement to, or any other consent or approval under, any Loan
Document unless such consideration or benefit is offered ratably to all Lenders. 



        Section 13.8.    Severability.    Whenever possible, each provision of this Loan Agreement shall be interpreted
in such manner as to be effective and valid under any Requirements of Law; but if any provision of this Loan Agreement shall be prohibited by or invalid under any Requirements of Law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Loan Agreement. 


        Section 13.9.    Successors and Assigns.    This Loan Agreement shall be binding upon the parties hereto and
their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. 


        Section 13.10.    No Third-Party Beneficiaries.    Other than as set forth in  Section 13.16, nothing in this Loan
Agreement or the other Loan Documents shall be deemed to create any right in any Person not a party hereto or
thereto (other than the permitted successors and assigns of Lenders and the Borrower), and such agreements shall not be construed in any respect to be a contract in whole or in part for the benefit of
any third party except as aforesaid. 


        Section 13.11.    Brokers.    None of the parties has engaged or authorized any broker, finder, investment
banker or other third party to act on its behalf, directly or indirectly, as a broker, finder, investment banker, agent or any other like capacity in connection with this Loan Agreement or the
transactions contemplated hereby, except that the Borrower has engaged Arrangers pursuant to the Arrangement Fee Letter. 


71





 



        Section 13.12.    Captions; Table of Contents.    Section captions and the table of contents used in this Loan
Agreement (including the Schedules, Exhibits and Annexes hereto) are for convenience of reference only and shall not affect the construction of this Loan Agreement. 


        Section 13.13.    Schedules and Exhibits.    The Schedules, Annexes and Exhibits hereto, along with all
attachments referenced in any of such items are incorporated herein by reference and made a part hereof. 



        Section 13.14.    Submission to Jurisdiction.    Any suit by Collateral Agent or any Lender to enforce any
claim arising out of the Loan Documents may be brought in any state or Federal court located in New York having subject matter jurisdiction, and with respect to any such claim, each party to this Loan
Agreement hereby irrevocably: (a) submits to the jurisdiction of such courts; (b) consents to the service of process out of said courts in the manner provided for notices in  Section 13.6;
and (c) the Borrower hereby (i) irrevocably appoints CT Corporation System, with an address on date hereof at 111
Eighth Avenue, 13th Floor, New York, New York 10011 (the "New York Process Agent"), as process agent in its name, place and stead to receive and forward
service of any and all writs, summonses and other legal process in any suit, action or proceeding brought in the State of New York, (ii) agrees that such service in any such suit, action or
proceeding may be made upon the New York Process Agent and (iii) agrees to take all such action as may be necessary to continue said appointment in full force and effect or to appoint another
agent so that the Borrower will at all times have an agent in the State of New York for service of process for the above purposes. The Borrower irrevocably waives, to the fullest extent permitted by
law: (A) any claim, or any objection, that it now or hereafter may have, that venue is not proper with respect to any such suit, action or proceeding brought in such a court located in New York
including, without limitation, any claim that any such suit, action or proceeding brought in such court has been brought in an inconvenient forum; and (B) any claim that the Borrower is not
subject to personal jurisdiction or service of process in such forum. The Borrower agrees that any suit to enforce any claim arising out of the Loan Documents or any course of conduct or dealing of
Collateral Agent or any Lender shall be brought and maintained exclusively in any state or Federal court located in New York. Nothing in this  Section 13.14 shall affect the right of Collateral
Agent or any Lender to bring any action or proceeding against Borrower or the Collateral in
the courts of any other jurisdiction. The Borrower agrees that a final judgment in any action or proceeding in a state or Federal court within the United States may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided by law. 


        Section 13.15.    Jury Trial.    The Borrower, each Lender and Collateral Agent waives any right to a trial by
jury in any action or proceeding to enforce or defend any rights under this Loan Agreement or any other Loan Document or under any amendment, instrument, document or agreement delivered or which may
in the future be delivered in connection herewith or therewith or arising from any relationship existing in connection with this Loan Agreement or any other Loan Document and agrees that any such
action or proceeding shall be tried before a court and not before a jury. 


        Section 13.16.    Role of Banc of America Leasing & Capital, LLC and Deutsche Bank
Securities Inc.    Each party hereto acknowledges hereby that it is aware of the fact that Banc of America Leasing & Capital, LLC and Deutsche Bank
Securities Inc. have acted and are acting as "joint arrangers" with respect to the overall transaction. The parties hereto acknowledge and agree that the Arrangers and their respective
Affiliates, including each of Bank of America and Deutsche Bank, have not made any representations or warranties concerning, and that they have not relied upon the Arrangers as to, the tax, accounting
or legal characterization or validity of (i) the Loan Documents or (ii) any aspect of the overall transaction. The parties hereto acknowledge and agree that the Arrangers have no duties,
express or implied, under the Loan Documents in their capacity as Arrangers. The parties hereto further agree that Section 13.1,  Section 13.11
and this Section 13.16 are for the express benefit of the Arrangers, and
each of the Arrangers shall be entitled to rely thereon as if it were a party hereto. 


72





 



        Section 13.17.    Confidentiality.    Subject to  Section 13.18, each of the Lenders agrees to keep confidential all
non-public information provided to it by any Loan Party pursuant
to this Loan Agreement that is designated by such Loan Party as confidential; provided, that nothing herein shall prevent any Lender from disclosing any
such information (a) to any Arranger, any other Lender or any affiliate of any thereof, (b) to any Participant or assignee (each, a  "Transferee") or prospective Transferee that agrees to
comply with the provisions of this Section, (c) to any of its or its Affiliates'
employees, directors, agents, auditors, regulators, attorneys, accountants and other professional advisors, (d) to any financial institution that is a direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be
bound by the provisions of this Section), (e) upon the request or demand of any Governmental Authority having jurisdiction over it, (f) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (g) if requested or required to do so in connection with any litigation or similar proceeding,
(h) that has been publicly disclosed other than in breach of this Section, (i) to the National Association of Insurance Commissioners or any similar organization or any nationally
recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings issued with respect to such Lender or (j) in connection with the
exercise of any remedy hereunder or under any other Loan Document. 


        Section 13.18.    Gaming Authorities.    Each Lender agrees to cooperate with the Gaming Authorities of Nevada
in connection with the administration of their regulatory jurisdiction over Wynn Resorts, the Borrower and the other Loan Parties, including, without limitation, to the extent not inconsistent with
the internal policies of such Lender and any applicable legal or regulatory restrictions, the provision of such documents or other information as may be requested by any such Gaming Authorities
relating to any of the Lenders, Wynn Resorts or the Borrower or any other Loan Party, or to the Loan Documents. Notwithstanding any other provision of this Loan Agreement, the Borrower expressly
authorizes, and will cause each other Loan Party to authorize, each Lender to cooperate with the Gaming Authorities of Nevada as described above. 



        Section 13.19.    Trust Agreement.    Notwithstanding anything to the contrary in this Loan Agreement, each
party hereto acknowledges that this Loan Agreement shall not impair, postpone, waive or otherwise affect any of the rights of the Aircraft Trustee pursuant to the Aircraft Trust Agreement. 


        Section 13.20.    Accounting Changes.    In the event that any "Accounting Change" (as defined below) shall
occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Loan Agreement, then the Borrower and the Lenders agree to enter into
negotiations in order to amend such provisions of this Loan Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrower's and the
other Loan Parties' financial condition (including the requirements and restrictions associated with the provisions of this Loan Agreement applicable thereto) shall be the same after such Accounting
Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Collateral Agent and the Required Lenders, all
financial covenants, standards and terms in this Loan Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. "Accounting Changes" refers to changes in
accounting principles required or permitted by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified
Public Accountants or, if applicable, the SEC. 


        Section 13.21.    Disclosure.    Other than as required for public disclosure to Governmental Authorities, the
Loan Parties agree that neither the Loan Parties nor any of their agents or Affiliates will publicly disclose via advertising or other means the involvement of the Lenders in this transaction at any
time. 


73





 



        Executed
and delivered as of this 30th day of October, 2002. 



	 	 	WYNN LAS VEGAS, LLC,

a Nevada limited liability company, as the Borrower
	

 	
 	

By:	
 	

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

 	
 	

 	
 	

By:	
 	

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

 	
 	

 	
 	

 	
 	

By:	
 	

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

 	
 	

 	
 	

 	
 	

By:	
 	

/s/  STEPHEN A. WYNN      
 Name: Stephen A. Wynn

Title: Chief Executive Officer
	

 	
 	

 	
 	

 	
 	

 	
 	

 




74





 

        Accepted
and agreed to as of the date last above written. 



	

 	
 	
BANK OF AMERICA, N.A., as Lender
	

 	
 	

By	
 	

/s/  SCOTT FABER      
 Name: Scott Faber

Title: Managing Director
	

 	
 	

 	
 	

 




75





 

        Accepted
and agreed to as of the date last above written. 



	

 	
 	
BANK OF AMERICA, N.A., as Lender
	

 	
 	

By	
 	

/s/  PETER J. VITALE      
 Name: Peter J. Vitale

Title: Vice President
	

 	
 	

 	
 	

 




76





 

        Accepted
and agreed to as of the date last above written. 



	

 	
 	
SOCIETE GENERALE, as Lender
	

 	
 	

By	
 	

/s/  THOMAS K. DAY      
 Name: Thomas K. Day

Title: Managing Director
	

 	
 	

 	
 	

 




77





 

        Accepted
and agreed to as of the date last above written. 



	

 	
 	
GENERAL ELECTRIC CAPITAL CORPORATION, as Lender
	

 	
 	

By	
 	

/s/  RICHARD J. O'NEILL      
 Name: Richard J. O'Neill

Title: Vice President
	

 	
 	

 	
 	

 




78







   
        Accepted and agreed to as of the date last above written. 



	 	 	THE CIT GROUP/EQUIPMENT FINANCING, INC., as Lender
	

 	
 	

By	
 	

/s/  FRANK O. YOUNG      
 Name: Frank O. Young

Title: Sr. Vice President




79





 

        Accepted
and agreed to as of the date last above written. 



	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lender
	

 	
 	

By	
 	

/s/  GEORGE REYNOLDS      
 Name: George Reynolds

Title: Vice President




80





 

        Accepted
and agreed to as of the date last above written. 



	 	 	BEAR, STEARNS CORPORATE LENDING INC., as Lender
	

 	
 	

By	
 	

/s/  KEITH C. BARNISH      
 Name: Keith C. Barnish

Title: Executive Vice President




81





 

        Accepted
and agreed to as of the date last above written. 



	 	 	GMAC COMMERCIAL MORTGAGE CORPORATION, as Lender
	

 	
 	

By	
 	

/s/  JON WRIGHT      
 Name: Jon Wright

Title: Sr. V.P. Managing Director




82





 


	 	 	WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as Collateral Agent
	

 	
 	

By	
 	

/s/  C. SCOTT NIELSEN      
 Name: C. Scott Nielsen

Title: Trust Officer




83







 
 

SCHEDULE IA1
  TO LOAN AGREEMENT
  DATED AS OF OCTOBER 30, 2002    
  


 
 

LENDERS' COMMITMENT PERCENTAGE    
  



	Lender
 
	 	Aircraft

Commitment

Percentage
	 	Gaming Equipment

Commitment

Percentage
	 	Non-Gaming

Equipment

Commitment

Percentage
	 	 

	Bank of America, N.A.	 	 	0.00	%	 	0.00	%	 	16.60	%	 	 
	

Bank of America, N.A.—Nevada Branch	
 	
 	

21.05	
%	
 	

0.00	
%	
 	

17.01	
%	
 	

 
	

Deutsche Bank Securities, Inc.	
 	
 	

0.00	
%	
 	

0.00	
%	
 	

16.60	
%	
 	

 
	

Societe Generale	
 	
 	

0.00	
%	
 	

50.00	
%	
 	

16.60	
%	
 	

 
	

General Electric Capital Corporation	
 	
 	

65.79	
%	
 	

0.00	
%	
 	

0.00	
%	
 	

 
	

Bear, Stearns & Co. Inc.	
 	
 	

0.00	
%	
 	

0.00	
%	
 	

16.60	
%	
 	

 
	

GMAC Commercial Mortgage Corporation	
 	
 	

0.00	
%	
 	

0.00	
%	
 	

16.60	
%	
 	

 
	

The CIT Group/Equipment Financing, Inc.	
 	
 	

13.16	
%	
 	

50.00	
%	
 	

0.00	
%	
 	

 
	

 	
 	
 	

100.00	
%	
 	

100.00	
%	
 	

100.00	
%	
 	

 
	

 	
 	

	
 	

	
 	

	
 	
 	

 
	
AGGREGATE COMMITMENT	
 	
$	

38,000,000	
 	
$	

30,000,000	
 	
$	

120,500,000	
 	
$	

188,500,000







 
 
 

SCHEDULE IA2
  TO LOAN AGREEMENT
  DATED AS OF OCTOBER 30, 2002    
  


 
 

LENDERS' ALLOCATED COMMITMENT AMOUNT    
  



	Lender
 
	 	Aircraft

Commitment Amount
	 	Gaming Equipment

Commitment Amount
	 	Non-Gaming

Equipment

Commitment Amount
	 	Total

Commitment

	Bank of America, N.A.	 	$	0.00	 	$	0.00	 	$	20,000,000	 	$	20,000,000
	

Bank of America, N.A.—Nevada Branch	
 	
$	

8,000,000	
 	
$	

0.00	
 	
$	

20,500,000	
 	
$	

28,500,000
	

Deutsche Bank Securities, Inc.	
 	
$	

0.00	
 	
$	

0.00	
 	
$	

20,000,000	
 	
$	

20,000,000
	

Societe Generale	
 	
$	

0.00	
 	
$	

15,000,000	
 	
$	

20,000,000	
 	
$	

35,000,000
	

General Electric Capital Corporation	
 	
$	

25,000,000	
 	
$	

0.00	
 	
$	

0.00	
 	
$	

25,000,000
	

Bear, Stearns & Co. Inc.	
 	
$	

0.00	
 	
$	

0.00	
 	
$	

20,000,000	
 	
$	

20,000,000
	

GMAC Commercial Mortgage Corporation	
 	
$	

0.00	
 	
$	

0.00	
 	
$	

20,000,000	
 	
$	

20,000,000
	

The CIT Group/Equipment Financing, Inc.	
 	
$	

5,000,000	
 	
$	

15,000,000	
 	
$	

0.00	
 	
$	

20,000,000
	 	 	
	 	
	 	
	 	

	

 	
 	
$	

38,000,000	
 	
$	

30,000,000	
 	
$	

120,500,000	
 	
$	

188,500,000




2







 
 

SCHEDULE IB
  TO LOAN AGREEMENT
  DATED AS OF OCTOBER 30, 2002    
  


 
 

ADDRESS FOR NOTICE AND PAYMENT    
  


	1.
	Collateral
Agent: 



WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION


Address
for all communications: 


Wells
Fargo Bank Nevada, National Association

c/o Wells Fargo Bank Northwest, National Association

299 South Main Street, 12th Floor

MAC U1228-120

Salt Lake City, Utah 84111

Attn: Corporate Trust Department 


ABA
#: 121-000-248

Account No. 38844

Reference: Wynn Las Vegas, LLC 


Contact:
DeAnn Madsen

Phone: 801-246-5809 



	2.
	Lender: 



BANK OF AMERICA, N.A. 



Address: 


555
South Flower Street

Mail Code: CA9-706-17-54

Los Angeles, California 90071 


Credit
contact: 


Scott
Faber

Managing Director

Phone: 213-345-1196

Fax: 213-345-1215

Email: scott.faber@bankofamerica.com 


Business
contact: 


William
S. Newby

Managing Director

Phone: 213-345-1194

Fax: 213-345-1214

Email: bill.newby@bankofamerica.com 






 

Operations
contact: 


Bank
of America, N.A.

1850 Gateway Boulevard

Mail Code: CA4-706-05-11

Concord, California 94520

Attention: Nina Lemmer

Credit Services Representative

Phone: 925-675-7478

Fax: 888-969-9281

Email: nina.l.lemmer@bankofamerica.com 


Address
for wire transfers: 


Bank
of America, N.A.

Dallas, Texas

ABA #111-000012

Account Number: 37508-36479

Account Name: Concord, FTA-SBW

Reference 1: Wynn Las Vegas, LLC/Le Reve Hotel & Casino

Reference 2: Identify the purpose of wire

Attention: Nina Lemmer 



	3.
	Lender: 



BANK OF AMERICA, N.A. 



Address: 


300
South 4th Street, 2nd Floor

Las Vegas, Nevada 89101 


Credit
contact: 


Peter
J. Vitale

Vice President

Phone: 702-654-3062

Fax: 702-654-7158

Email: peter.j.vitale@bankofamerica.com 


Operations
contact: 


Ann
Laczkowski

Credit Support Specialist

Phone: 702-654-8364

Fax: 702-654-7158

Email: ann.laczkowski@bankofamerica.com 



2





 

Address
for wire transfers: 


Bank
of America, N.A.

300 South 4th Street, 2nd Floor

Las Vegas, Nevada 89101

ABA #122400724

Account Number: 000990106395

Account Name: Bank of America ICA

Reference 1: Wynn Las Vegas, LLC

Reference 2: Identify the purpose of wire

Attention: Ann Laczkowski 



	4.
	Lender: 



GENERAL ELECTRIC CAPITAL CORPORATION 



Address: 


401
Merritt Seven, Suite 23

Norwalk, Connecticut 06856 


Credit
contact: 


Senior
Risk Officer, Portfolio Management

Phone: 203-229-1800

Fax: 203-229-1989

Email: dennis.bickerstaff@ge.com 


Legal
contact: 


Nick
DeCorso

Phone: 714-456-9411

Fax: 714-456-9403

Email: nick.decorso@gecapital.com

                        or nick.decorso@ge.com 


Operations
contact: 


Joseph
Campopiano

Phone: 203-229-1861

Fax: 203-229-1989

Email: joseph.campopiano@gecapital.com 


Address
for wire transfers: 


Deutsche
Bank Trust Company Americas

New York, New York

ABA #021-001-033

Account Number: 50-270-797

Account Name: GECC/CAF Depository

Reference 1: Wynn Las Vegas, LLC

Reference 2: [Identify the purpose of wire] 



3





 
	5.
	Lender:




THE CIT GROUP/EQUIPMENT FINANCING, INC.


Address: 


1540
W. Fountainhead Pkwy

Tempe, Arizona 85282 


Credit
contact: 


Frank
Young

Phone: 800-553-8778 ext. 2780

Fax: 480-858-1489

Email: frank.young@cit.com 


Post
Funding Operations contact: 


Matt
Martin

Phone: 800-553-8778 ext. 1887

Fax: 480-858-1470

Email: matt.martin@cit.com 


Legal
Counsel: 



James
Kane

Phone: 800-553-8778 ext. 2375

Fax: 480-858-1460

Email: james.kane@cit.com 


Draft
Documentation Contact: 


Phone:
800-553-8778 ext. 2732

Fax: 480-858-1496

Email: brenda.vankeuren@cit.com 


Address
for wire transfers: 


Bank
of America

Los Angeles, California

ABA #121-000-358

Account Number: 1233-5-18855

Account Name: The CIT Group/Equipment Finance

Reference 1: Wynn Las Vegas, LLC

Reference 2: Identify the purpose of wire 



	6.
	Lender: 



DEUTSCHE BANK TRUST COMPANY AMERICAS 



Credit contact: 


Deutsche
Bank Trust Company Americas

31 West 52nd Street

New York, New York 10019

Attention: Richard Grellier, Vice President

Phone: 646-324-2116

Fax: 664-324-7450

Email: richard.grellier@db.com 



4






 

Operations
contact: 


Deutsche
Bank Trust Company Americas

90 Hudson Street

Jersey City, New Jersey 07302

Mail Stop JCY050511

Attention: Wendy Williams, Assistant Vice President

Phone: 201-593-2170

Fax: 201-593-2309

Email: wendy.b.williams@db.com 


Address
for wire transfers: 


Deutsche
Bank Trust Company Americas

ABA #021-001-033

Account Number: 99-401-268

Account Name: Commercial Loan Division

Reference 1: Wynn Las Vegas—FF & E facility

Reference 2: Identify the purpose of wire

Attention: Mary Hong 



	7.
	Lender: 



BEAR STEARNS CORPORATE LENDING INC. 



Notice Instructions: 


Bear
Stearns & Co. Inc.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Gloria Dombrowski

Phone: 212-272-6043

Fax: 212-272-4844

Email: gdombrowski@bear.com 


Administrative
and Funding Contact: 


Gloria
Dombrowski

Phone: 212-272-6043

Fax: 212-272-4844 


Credit
contact and Copy of Documents to: 


Bear
Stearns & Co. Inc.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Stephen O'Keefe

Phone: 212-272-9430

Fax: 212-272-9184

Email: sokeefe@bear.com 



5





 

Address
for wire transfers: 


Citibank,
N.A.

ABA #0210-00089

Account Number: 0925-3186

Favor of: Bear Stearns Securities, Corp.

Further Credit to Account Number 096-00220-28

Reference 1: Wynn Las Vegas, LLC

Reference 2: Identify the purpose of wire

Attention: Steve Resnick

Phone: 609-951-2300

Fax: 609-951-2354 



	8.
	Lender: 



SOCIETE GENERALE


Credit
contact: 


Societe
Generale

Four Embarcadero, Suite 1200

San Francisco, California 94111

Attention: Mary Brickley, Director

Phone: 415-646-7328

Fax: 415-989-9922

Email: mary.brickley@us.socgen.com 


Operations
contact: 


Societe
Generale

2001 Ross Avenue, Suite 4800

Dallas, Texas 75201

Attention: Deborah McNealy, Portfolio Manager

Phone: 214-979-2762

Fax: 214-979-1104

Email: deborah.mcnealy@us.socgen.com 


Legal
Counsel: 


Bracewell &
Patterson, LLP0

711 Louisiana, Suite 2900

Houston, Texas 77002

Attention: David Locascio

Phone: 713-221-1396

Fax: 713-221-2134

Email: dlocascio@bracepatt.com 


Address
for wire transfers: 


Societe
Generale

New York, New York

ABA #026004226

Account Number: LSA9051449

Reference 1: Wynn Las Vegas, LLC

Reference 2: Identify the purpose of wire 



6





 

Loan
advance instructions: 


Deutsche
Bank Trust Company Americas

New York, New York

ABA #021-001-033 


For
the Account of Commercial Loan Division: 


A/C
#99-401-268

Re: Wynn Resorts

Attention: Wendy Williams 



Operations
contact: 


Wendy
Williams

Phone: 201-593-2170

Fax: 201-593-2308 



7







	9.
	Lender:




GMAC
COMMERCIAL MORTGAGE CORPORATION 


Address: 


Asset
Backed Lending

5730 Glenridge Drive, Suite 103

Atlanta, Georgia 30328 


Credit
contact: 


John
Gutowski

Vice President

Phone: 404-531-5006

Fax: 404-705-8622

Email: John_Gutowski@GMACCM.com 


Business
contact: 


John
Hopkins

Vice President—Manager

Phone: 404-705-7071

Fax: 404-705-8622

Email: John_Hopkins@GMACCM.com 



Operations
contact: 


John
Patton

Vice President

Phone: 404-705-1221

Fax: 404-705-8622

Email: John_Patton@GMACCM.com 


Address
for wire transfers: 


Bank
of America, N.A.

San Francisco, California Main Branch

ABA #121-000-358

Account Number: 1235020424

Account Name: GMAC Commercial Mortgage

Reference 1: Wynn/LeReve Fees

Reference 2: Identify the purpose of wire 






 
 

SCHEDULE II
  TO LOAN AGREEMENT
  DATED AS OF OCTOBER 30, 2002    
  


 
 

REQUIRED PREPAYMENTS    
  



	Date
 
	 	Total Payment
	 	Interest
	 	Aircraft Principal
	 	Gaming Equipment Principal
	 	Non-Gaming Equipment Principal










 
 

EXHIBIT A
  TO LOAN AGREEMENT
  FORM OF PROMISSORY NOTE    
  




THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR "BLUE SKY" LAW, AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT
OR LAWS. 




Wynn Las Vegas, LLC  



	$	 	 	 	 	 	 	 	,	 	 





        For
Value Received, the undersigned, Wynn Las Vegas, LLC, a Nevada limited liability company (the "Borrower"), promises to pay to the
order of                        (the "Lender") on the Maturity Date for the Loans
the principal sum of                        DOLLARS ($            ) or
such
lesser amount thereof as shall be outstanding, as recorded either on the grid attached to this Note or in the records of Lender (and such recordation shall constitute prima facie evidence of the
information as recorded; provided, however, that the failure to make any such recordation shall not in
any way affect the Borrower's obligation to repay this Note). The principal amount of the Loan evidenced hereby shall be payable on or prior to the Maturity Date as provided in that certain Loan
Agreement, dated as of October 30, 2002 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the "Loan
Agreement"), among the Borrower, Wells Fargo Bank Nevada, National Association, as Collateral Agent, and the various financial institutions (including the Lender) as are, or
may from time to time become, parties thereto. 


        The
Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise)
and, after maturity, until paid, at the rates per annum and on the dates specified in the Loan Agreement. 


        Payments
of both principal and interest are to be made without setoff or counterclaim in lawful money of the United States of America in same day or immediately available funds to the
Payment Office of the Collateral Agent specified in the Loan Agreement (or to such other account as the Collateral Agent may from time to time designate in a written notice to the Borrower). 


        This
Note is one of the Notes referred to in, and evidences indebtedness incurred under, the Loan Agreement, to which reference is made for a statement of the terms and conditions on
which the Borrower is permitted and required to make prepayments and repayments of principal of the indebtedness evidenced by this Note and on which such indebtedness may be declared to be or
automatically become immediately due and payable. This Note is secured pursuant to the Borrower Security Agreement and reference is made to the Borrower Security Agreement for a statement of the terms
and provisions of such security. 


        The
transfer, assignment or pledge of this Note or any interest herein is subject to the provisions of the Loan Agreement. 


        Capitalized
terms used but not otherwise defined herein have the respective meanings specified in the Loan Agreement. 


        All
parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. 


 
 

[End of Page]
  [Signature Pages Follow]    
  










        THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES (EXCEPT TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 



	 	 	WYNN LAS VEGAS, LLC,
	 	 	 	 	a Nevada limited liability company, as the Borrower
	

 	
 	

By:	
 	

Wynn Resorts Holdings, LLC,

a Nevada limited liability company, its sole member
	

 	
 	

 	
 	

By:	
 	

Valvino Lamore, LLC,

a Nevada limited liability company, its sole member
	

 	
 	

 	
 	

 	
 	

By:	
 	

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

 	
 	

 	
 	

 	
 	

By:	
 	

    
 Name:

Title:







GRID ATTACHED TO NOTE

DATED                            ,
            OF

WYNN LAS VEGAS, LLC

PAYABLE TO THE ORDER OF

[                        ] 


        Loans
made by the Lender to the Borrower, and payments of principal of such Loans. 



	Date of Funding

or Payment
	 	Amount of Funding

or Payment
	 	Outstanding

Principal Balance

(after such Funding

or Payment)
	 	Notation Made By









Appendix I

to

Loan Agreement



(Wynn Las Vegas, LLC, as Borrower)  


        In the Loan Agreement and each other FF&E Financing Document (other than the Disbursement Agreement), unless the context otherwise requires: 



        (a)  any
term defined below by reference to another instrument or document shall continue to have the meaning ascribed thereto whether or not such other instrument or
document remains in effect; 


        (b)  words
importing the singular include the plural and vice versa; 


        (c)  a
reference to a part, clause, section, article, exhibit or schedule is a reference to a part, clause, section and article of, and exhibit and schedule to, such FF&E
Financing Document (other than the Disbursement Agreement); 


        (d)  a
reference to any statute, regulation, proclamation, ordinance or law includes all statutes, regulations, proclamations, ordinances or laws amending, supplementing,
supplanting, varying, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations and ordinances issued or otherwise applicable under that statute; 


        (e)  a
reference to a document includes any amendment or supplement to, or replacement or novation of, that document; 


        (f)    a
reference to a party to a document includes that party's successors and permitted assigns; and 



        (g)  references
to "including" means including without limiting the generality of any description preceding such term and for
purposes hereof the rule of ejusdem generis shall not be applicable to limit a general statement followed by or referable to an enumeration of specific
matters to matters similar to those specifically mentioned. 


        Further,
each of the parties to the FF&E Financing Documents (other than the Disbursement Agreement) and their counsel have reviewed and revised the FF&E Financing Documents (other than
the Disbursement Agreement), or requested revisions thereto, and the usual rule of construction that any ambiguities are to be resolved against the drafting party shall be inapplicable in construing
and interpreting the FF&E Financing Documents (other than the Disbursement Agreement). 


        "Account" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Additional Completion Period" shall mean the period, if any, commencing on the Scheduled Completion Date and ending on the Completion
Date. 


        "Additional Land" shall mean, collectively, the real property and fixtures represented as of the Document Closing Date by the following
Assessor's Parcel Numbers: 162-16-510-019, 162-16-510-020, 162-16-510-023,
162-16-510-026, 162-16-510-027, 162-16-610-020,
162-16-610-023, 162-16-610-024, 162-16-610-025,
162-16-610-026, 162-16-610-027 and 162-16-610-031. 


        "Additional Material Contract" shall mean any Material Contract entered into after the Document Closing Date relating to the development,
construction, maintenance or operation of the Project. 


        "Additional Project Documents" shall mean any document or agreement entered into after the Document Closing Date relating to the
development, construction, maintenance or operation of the Project. 


        "Adjusted Eurodollar Rate" shall mean the Eurodollar Rate plus the Applicable Lender
Margin. 


        "Administrative Agent" shall mean Deutsche Bank Trust Company Americas, in its capacity as administrative agent for the Wynn Banks under
the Wynn Credit Agreement. 





 



        "Administrative Charge" shall mean an amount equal to the amount, if any, required to compensate each Lender for any losses (including,
without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or funds acquired by such Lender to fund its obligations under the Loan Documents) that
may incur as a result of (i) the Borrower's payment of principal or interest on the Notes on any date other than on a Payment Date, (ii) the Borrower's payment of the Loan Balance on any
date other than a Payment Date, or (iii) any condition described in Section 12 of the Loan Agreement. Unless the Borrower's payment to
which the Administrative Charge is applicable is readily attributable to a Type of Equipment or the Aircraft, the Administrative Charge shall be allocated pro
rata by the Lender receiving such payment to Allocated Aircraft Value and Allocated Equipment Value represented by its Note. 


        "Advance" shall mean an advance of funds by the Lenders pursuant to Section 2.3 of
the Loan Agreement. 


        "Advance Confirmation Notice" shall have the meaning set forth in the Disbursement Agreement. 


        "Advance Date" shall mean each of the actual dates on or prior to the Commitment Termination Date on which an Advance occurs. 


        "Advance Request" shall have the meaning set forth in Section 2.5(a) of the Loan
Agreement. 


        "Aeronautics Authority" shall mean, where applicable, the United States Department of Transportation, the Federal Aviation Administration
and/or the administrator of the Federal Aviation Administration, or any Person or Authority succeeding to the functions of any of the foregoing or having the functions of any of the foregoing in any
foreign jurisdictions in which the Aircraft, the Borrower, World Travel, the Aircraft Trustee or lessee of the Aircraft may be subject. 


        "Affiliate" shall mean, as applied to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or
is under common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with")
as applied to any Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons
performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. 


        "Affiliated Overhead Expenses" for any period, the reasonable expenses of, and actually incurred by, Wynn Resorts and the other Loan
Parties (other than the Borrower and its Subsidiaries), for salary and benefits, office operations, development, advertising, insurance and other corporate or other overhead,
for such period, calculated on a consolidated basis, after the elimination of intercompany transactions, and in accordance with GAAP; provided, that
Affiliated Overhead Expenses shall not include any fee, profit or similar component payable to Wynn Resorts or any other Affiliate of Wynn Resorts (other than with respect to the salary of
Mr. Wynn) and shall represent only the payment or reimbursement of actual costs and expenses incurred by Wynn Resorts and the Loan Parties (other than the Borrower and its Subsidiaries). 


        "Aggregate Commitment Amount" shall mean $188,500,000. 


        "Aircraft" shall mean the Existing Aircraft and, after the Disposition of the Existing Aircraft in accordance with  Section 7.5(p) of the Loan Agreement, the
Replacement Aircraft. 


        "Aircraft Appraiser" shall mean Tech EquipLease, Inc., or such other Person as may be selected by the Collateral Agent. 


        "Aircraft Casualty Notice" shall have the meaning assigned to such term in Section 7.1 of the Aircraft Security Agreement. 


2





 



        "Aircraft Collateral" shall have the meaning assigned to such term in Section 2.1 of the Aircraft Security Agreement. 


        "Aircraft Commitment Percentage" shall mean, as to any Lender, the percentage set forth opposite such Lender's name under the heading
"Aircraft Commitment Percentage" on Schedule IA1 to the Loan Agreement. 


        "Aircraft Contracts" shall mean Contracts relating to the Aircraft. 


        "Aircraft Event of Default" shall mean any of the events specified in Section 8.1 of the Aircraft Security Agreement. 


        "Aircraft Financing Document" shall mean financing documents entered into by the Borrower or its Affiliates in connection with the
purchase of the Replacement Aircraft. 


        "Aircraft Lease" shall have the meaning assigned to such term in Section 4.2 of the Aircraft Security Agreement. 


        "Aircraft Manufacturer" shall mean Bombardier Inc. 


        "Aircraft Operating Agreement" shall mean that certain Amended and Restated Aircraft Operating Agreement dated as of October 30,
2002 by and between the Aircraft Trustee, as owner and World Travel, as operator. 


        "Aircraft Part" shall have the meaning assigned to such term in Section 4.4 of the Aircraft Security Agreement. 


        "Aircraft Security Agreement" shall mean the Aircraft Security Agreement to be executed and delivered by the Aircraft Trustee and World
Travel, substantially in the form of Exhibit K to the Loan Agreement, as the same may be amended, supplemented, replaced or otherwise modified
from time to time in accordance with the Loan Agreement. 


        "Aircraft Security Agreement Supplement" shall mean each supplement to the Aircraft Security Agreement, substantially in the form of
Exhibit A thereto. 


        "Aircraft Trust Agreement" shall mean that certain Trust Agreement dated as of May 10, 2002 between World Travel and the Aircraft
Trustee. 


        "Aircraft Trustee" shall mean Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as trustee of
that certain trust created under the Aircraft Trust Agreement, and any successor or replacement thereof. 


        "Airframe" shall mean and include: (i) the airframe, which, together with the two Engines relating to such airframe, is to be
refinanced pursuant to the Loan Documents and has the Federal Aviation Administration Registration Number and manufacturer's serial number specified in the Aircraft Security Agreement Supplement
delivered on the Initial Advance Date covering such airframe; and (ii) any and all appliances, parts, instruments, appurtenances, accessories, furnishings, improvements, additions or other
equipment of whatever nature (except Engines or engines) so long as the same shall be incorporated or installed in or attached to such airframe, or, so long as World Travel shall, directly or
indirectly, continue to have an interest therein in accordance with the terms of the Loan Documents,
after removal from such Airframe. The term "Airframe" shall also include any Replacement Airframe in replacement for the Airframe financed thereunder. 


        "Allocable Overhead" shall mean, for any period, an amount equal to (x) the amount of Affiliated Overhead Expenses for such period
divided by (y) the number of gaming and/or hotel projects of Wynn Resorts and its Subsidiaries which were operating during such period or for which debt and/or equity financing has been
obtained to finance the development, construction and/or opening thereof; provided,


3





 




that amounts allocated to any such project shall be prorated based on the period within such period that such project was in operation or financing therefor was obtained. 



        "Allocated Aircraft Value" shall mean the aggregate amount of Advances made by the Lenders on the Initial Advance Date for purposes of
refinancing the Aircraft and the allocated share of Fees and Transaction Costs, less any prepayment of the Loan Balance pursuant to Section 3 or  8.1
of the Loan Agreement allocated to the Aircraft. 


        "Allocated Commitment" shall mean, with respect to each Lender, the amount set forth opposite such Lender's name on  Schedule IA2 to the Loan Agreement under the column
designated as "Aircraft Commitment," "Gaming
Commitment" or "Non-Gaming Commitment," as applicable to the Type of Equipment or the Aircraft to be funded by
proceeds of the requested Advance. 


        "Allocated Equipment Value" shall mean the aggregate amount of Advances made by the Lenders on the Advance Dates for purposes of financing
the Purchase Price of the Equipment, less any prepayment or repayment of the Loan Balance pursuant to Section 3 or  8.1 of the Loan Agreement allocated
to the Equipment. 



        "Applicable Administrative Charge" shall mean, as of any date of determination in respect of any event, any Administrative Charge
determined to be due and owing in respect of such event. 


        "Applicable Lender Margin" shall mean, (a) at any time of determination of the Eurodollar Rate, 4.00% per annum, and (b) at
any time of determination of the Base Rate, 4.00% per annum. 


        "Appraisal" shall mean any appraisal of the Collateral from an Appraiser received pursuant to the terms of  Section 6.17 of the Loan Agreement. 



        "Appraised Value" shall mean, with respect to the Collateral, or any part thereof, as of any date of determination, the Fair Market Value
of the Collateral as set forth in the Appraisal therefor. 


        "Appraiser" shall mean the Aircraft Appraiser or the Equipment Appraiser, as the case may be. 


        "Arrangement Fees" shall mean the amount referred to in the Arrangement Fee Letters. 



        "Arrangement Fee Letters" shall mean that certain letter agreement between the Arrangers and the Borrower dated June 25, 2002. 


        "Arrangers" shall mean each of (i) Deutsche Bank Securities Inc. and (ii) Banc of America Leasing & Capital,
LLC and their respective successors. 


        "Art Rental and Licensing Agreement" shall have the meaning set forth in the Wynn Credit Agreement. 



        "Asset Sale" shall mean any Disposition of Property or series of related Dispositions of Property (other than (i) the granting of
any Lien permitted by Section 7.3, (ii) any Disposition permitted by Section 7.4
and (iii) any Disposition permitted by subsections (a), (b),  (c), (d)
, (f),  (h), (i), (j),  (k), (l), (m),
(n), (o), (p) or  (r) of Section 7.5, in each case of the Loan Agreement
(provided, that in the case of Section 7.5(a), Dispositions of Property thereunder shall be
considered "Asset Sales" to the extent of any proceeds thereof not applied to the replacement of Property pursuant to  Section 7.5(a)(ii). 



        "Assignment and Acceptance" shall have the meaning set forth in Section 10.6(c) of the Wynn Credit Agreement. 


        "Assignment and Assumption" shall mean an Assignment and Assumption Agreement substantially in the form of  Exhibit F to the Loan Agreement or otherwise acceptable
to the Collateral Agent entered into pursuant to  Section 10.1 of the Loan Agreement. 


        "Authority" or "Authorities" shall mean "Governmental
Agency" or "Governmental Agencies" as defined herein. 


4





 



        "Bank Company Collateral Account Agreement" shall have the meaning set forth in the Disbursement Agreement. 



        "Bank Completion Guaranty Collateral Account Agreement" shall have the meaning set forth in the Disbursement Agreement. 


        "Bank Local Company Collateral Account Agreement(s)" shall have the meaning set forth in the Disbursement Agreement. 


        "Bank of America" shall mean Bank of America, National Association, a national banking association, and its successors. 



        "Bank Prepayment Option" shall have the meaning assigned to such term in  Section 3.1(b) of the Loan Agreement. 


        "Bankruptcy Code" shall mean the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et
seq.), as applicable to the relevant case. 


        "Base Rate" shall mean, on any day with respect to the Loan Balance, the rate per annum equal to the sum of (a) higher of
(i) the Federal Funds Rate for such day plus one-half of one percent (0.50%) and (ii) the Prime Rate for such day  plus (b) the Applicable
Lender Margin. Any change in the Base Rate due to a change in the Federal Funds Rate or the Prime Rate shall be effective
on the effective date of such change in the Federal Funds Rate or the Prime Rate, without notice to the Borrower or any Guarantor. 


        "Beneficial Owner" shall mean as defined 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" will 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 term "Beneficially Owned" has a corresponding meaning. 


        "Board" shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor). 


        "Board of Directors" shall mean (i) with respect to a corporation, the board of directors of the corporation; (ii) with
respect to a partnership, the board of directors of the general partner of the partnership; and (iii) with respect to any other Person, the board or committee of such Person serving a similar
function. 


        "Borrower" shall mean Wynn Las Vegas, LLC, a Nevada limited liability company and a Wholly-Owned Subsidiary of Wynn Resorts, or any
successor thereto. 


        "Borrower Aircraft Assignment" shall mean the Assignment and Assumption Agreement dated as of October 30, 2002 by and between the
Borrower and the Collateral Agent, as the same may be amended, supplemented, replaced or otherwise modified from time to time. 



        "Borrower Collateral" is defined in Section 2.1 of the Borrower Security Agreement. 


        "Borrower Security Agreement" shall mean the Borrower Security Agreement dated as of October 30, 2002 between the Borrower and
Collateral Agent, as the same may be amended, supplemented, replaced or otherwise modified from time to time, which does not encumber the Aircraft. 


        "Borrower Security Agreement Supplement" means each supplement to the Borrower Security Agreement, substantially in the form of
Exhibit A thereto. 


5





 



        "Building Lease" shall mean that certain Lease Agreement, dated as of October 21, 2002, by and between Valvino, as lessor, and the
Borrower, as lessee, with respect to the lease of space in the Phase II Land Building. 


        "Business Day" shall mean (i) for all purposes other than as covered by  clause (ii) below, a day other than a Saturday, Sunday or other day on which
commercial banks in New York City, New York or Las Vegas, Nevada or
Salt Lake City, Utah are authorized or required by law to close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Loans on
which interest is paid at the Adjusted Eurodollar Rate, any day which is a Business Day described in clause (i) above and which is also a day for
trading by and between banks in Dollar deposits in the New York interbank eurodollar market. 


        "Capital Corp." shall mean Wynn Las Vegas Capital Corp., a Nevada corporation. 


        "Capital Expenditures" shall mean for any period, with respect to any Person, the aggregate of all expenditures by such Person and its
Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets (including, without limitation, real property assets) or additions to equipment (including
replacements, capitalized repairs and improvements during such period) which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries;  provided, that the
amount of Capital Expenditures in respect of fixed or capital assets or additions to equipment in any Fiscal Year shall not include
(a) to the extent applied during such Fiscal Year to the replacement of Property pursuant to Section 7.5(a)(ii), the Net Disposition
Proceeds received by any such Person from the Disposition of Property pursuant to Section 7.5(a) and (b) the Insurance Proceeds and/or
Eminent Domain Proceeds received by any such Person for any casualties to, or Taking of, fixed or capital assets and applied during such Fiscal Year to the repair or replacement of fixed or capital
assets in accordance with Section 8 of the Loan Agreement. Notwithstanding the foregoing, any Project Costs, any expenditures in furtherance of
the construction of the Entertainment Facility and any expenditures with respect to the purchase of the Replacement Aircraft in accordance with  Section 7.5(p), in each case that otherwise would
have constituted Capital Expenditures by virtue of the foregoing, shall be excluded from this
definition. 


        "Capital Lease" shall mean a capital lease as determined in accordance with GAAP. 


        "Capital Lease Obligations" shall mean as to any Person, the obligations of such Person to pay rent or other amounts under any lease of
(or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance
sheet of such Person under GAAP, and, for the purposes of the Loan Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance
with GAAP. 


        "Capital Stock" shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, any and all classes of membership interests in a limited liability company, any and all classes of partnership interests in a partnership, any and all equivalent ownership interests in a
Person and any and all warrants, rights or options to purchase any of the foregoing. 


        "Cash Equivalents" shall mean (a) United States dollars; (b) 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; (c) interest-bearing demand or time deposits (which may be
represented by certificates of deposit 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 consisting of property of the type specified in clause (a) or (b) of this 


6





 




definition, with a market value of no less than the amount of monies so invested; (d) repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and  (c) above entered into with any
financial institution meeting the qualifications specified in  clause (c) above; (e) 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; (f) money market funds or mutual at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses
(a) through (d) of this definition; and (g) to the extent not permitted in clauses
(a) through (f) of this definition, Permitted Securities. 


        "Casino Land" the land owned by the Borrower as described in Exhibit T-4 to the Disbursement Agreement. 


        "Casualty" or "Casualties" shall mean any of the following events in respect of any Item
of Equipment, Airframe or Engine: (a) the total loss of such Item of Equipment, Airframe or Engine, the total loss of use thereof due to theft, disappearance, destruction, damage beyond repair
or the rendering of such Item of Equipment, Airframe or Engine permanently unfit for normal use for any reason whatsoever (other than obsolescence); (b) any damage to such Item of Equipment,
Airframe or Engine which results in an insurance settlement with respect to such Item of Equipment, Airframe or Engine on the basis of a total loss or a constructive total loss; (c) the
permanent condemnation, confiscation or seizure of, or the requisition of title to or use of, such Item of Equipment, Airframe or Engine; or (d) as a result of any Requirement of Law or other
action by any Governmental Agency, the use of such Item of Equipment, Airframe or Engine in the normal course of the Borrower's or any Affiliate's business shall have been prohibited, directly or
indirectly, for a period equal to the lesser of 180 consecutive days and the remaining Loan Term. Additionally in the event the transactions contemplated hereby are rescinded pursuant to
Regulation 8.130 of the Nevada Gaming Commission, a Casualty with respect to all of the Gaming Equipment shall be deemed to occur on the date of such rescission. 


        "Casualty Amount" shall mean, with respect to any Item of Equipment, Airframe or Engine as of any date specified for payment thereof, a
portion of the Loan Balance relating to such Item of Equipment, Airframe or Engine equal to the product obtained by multiplying the outstanding Loan Balance as of the Casualty Settlement Date by the
Item Value Fraction of such Item of Equipment. 


        "Casualty Notice" shall have the meaning assigned to such term in Section 8.1 of
the Loan Agreement. 


        "Casualty Recoveries" shall have the meaning assigned to such term in Section 8.1
of the Loan Agreement. 


        "Casualty Settlement Date" shall have the meaning assigned to such term in  Section 8.1 of the Loan Agreement. 



        "Change of Control" the occurrence of any of the following: (i) 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 the Loan Parties, taken as a whole,
or of the Borrower and its 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 Mr. Wynn or a Related Party of
Mr. Wynn; (ii) the adoption of a plan relating to the liquidation or dissolution of the Borrower or any successor thereto, (iii) 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 (i) above), other than Mr. Wynn 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 (i) above)(other than Kazuo Okada, Aruze USA and Aruze Corp., so long as (1) the Stockholders Agreement, as in effect on the Closing 


7





 




Date, remains in full force and effect, (2) a majority of the Board of Directors of Wynn Resorts is constituted of Persons named on any slate of directors chosen by Mr. Wynn and Aruze
USA pursuant to the Stockholders Agreement, as in effect on the Closing Date, and (3) 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 Mr. Wynn and his Related Parties as a group, (c) Mr. Wynn 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 (iii)(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) Mr. Wynn 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,
(iv) the first day on which Mr. Wynn does not act as either the Chairman of the Board of Directors of Wynn Resorts or the Chief Executive Officer of Wynn Resorts, other than
(1) as a result of death or disability of Mr. Wynn or (2) if the Board of Directors of Wynn Resorts, exercising their fiduciary duties in good faith, removes or fails to
re-appoint Mr. Wynn as Chairman of the Board of Directors of Wynn Resorts or Chief Executive Officer of Wynn Resorts, (v) the first day on which a majority of the members of
the Board of Directors of Wynn Resorts or the Borrower are not Continuing Directors, (vi) the first day on which Wynn Resorts ceases to own, directly or indirectly, 100% of the outstanding
Capital Stock of the Borrower or (vii) 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). 


        "Claims" shall mean liabilities, obligations, damages, losses, demands, penalties, fines, claims, actions, suits, judgments, settlements,
utility charges, costs, fees, expenses and disbursements (including, without
limitation, legal fees and expenses and costs of investigation which, in the case of counsel or investigators retained by an Indemnitee, shall be reasonable) of any kind and nature whatsoever. 


        "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 


        "Collateral" shall mean the Aircraft Collateral and the Borrower Collateral. 


        "Collateral Agent" shall mean Wells Fargo Bank Nevada, National Association, not in its individual capacity, but solely as Collateral
Agent, and any successor or replacement Collateral Agent expressly permitted hereunder. 


        "Collateral Agent Fee Letter" shall mean the fee letter dated as of the date hereof between the Borrower and Trust Company. 


        "Commitment" shall mean, with respect to each Lender, the amount set forth opposite such Lender's name on Schedule
IA2 to the Loan Agreement under the column designated as "Commitment."



        "Commitment Fees" shall have the meaning assigned to such term in Section 2.9 of
the Loan Agreement. 


8





 



        "Commitment Percentage" shall mean, as to any Lender and any Type of Equipment or the Aircraft, the percentage set forth opposite such
Lender's name under the applicable "Commitment Percentage" heading on Schedule
IA1 to the Loan Agreement. 


        "Commitment Termination Date" shall mean the earliest of (i) Completion Date, (ii) the Outside Date, (iii) the Final
Advance Date and (iv) the date on which the Commitments of the Lenders shall have been fully utilized. 


        "Commonly Controlled Entity" shall mean an entity, whether or not incorporated, which is under common control with the Borrower or any
other Loan Party within the meaning of Section 4001 of ERISA or is part of a group that includes such Person and that is treated as a single employer under Section 414 of the Code. 


        "Company" shall mean the Borrower. 


        "Completion Date" shall have the meaning assigned to such term in the Disbursement Agreement. 


        "Completion Guarantor" shall mean Wynn Completion Guarantor, LLC, a Nevada limited liability company. 



        "Completion Guaranty" shall mean that certain Completion Guaranty, dated as of October 30, 2002 by the Completion Guarantor in
favor of the Administrative Agent on behalf of Wynn Banks and the Mortgage Notes Indenture Trustee. 


        "Completion Guaranty Release Date" shall have the meaning assigned to such term in the Disbursement Agreement. 


        "Compliance Certificate" shall mean a certificate duly executed by a Responsible Officer substantially in the form of  Exhibit E-6 to the Loan Agreement.




        "Confidential Information Memorandum" shall mean the Confidential Information Memorandum dated July, 2002 and furnished to the initial
Lenders. 


        "Consents" shall have the meaning assigned to such term in the Disbursement Agreement. 


        "Consolidated Current Assets" shall mean, at any date, all amounts (other than cash and Cash Equivalents) which would, in conformity with
GAAP, be set forth opposite the caption "total current assets" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date. 



        "Consolidated Current Liabilities" shall mean, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the
caption "total current liabilities" (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Funded
Debt of the Borrower and its Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Credit
Loans or Swing Line Loans to the extent otherwise included therein. 


        "Consolidated EBITDA" shall mean, of any Person for any period, Consolidated Net Income of such Person and its Subsidiaries for such
period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense or the Tax Amount
(whether or not paid during such period), (b) Consolidated Interest Expense of such Person and its Subsidiaries, amortization or write-off of debt discount and debt issuance costs
and commissions, discounts and other fees and charges associated with Indebtedness (including, in the case of the Borrower, the Loans), (c) depreciation and amortization expense,
(d) amortization of intangibles (including, but not limited to, goodwill) and (e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not
otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on 


9





 




sales of assets outside of the ordinary course of business and pre-opening expenses related to the initial opening of the Project (such
pre-opening expenses to be no greater than that set forth in the Project Budget) and the opening of the Entertainment Facility (such pre-opening expenses in the aggregate to be
no greater than $5,000,000)) and minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income (except to the extent deducted in
determining Consolidated Interest Expense) and (b) any extraordinary income or gains (and whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income
for such period, non-cash gains on the sales of assets outside of the ordinary course of business) and (c) any other non-cash income, all as determined on a consolidated
basis in accordance with GAAP. 


        "Consolidated Fixed Charge Coverage Ratio" shall mean, as to any period, the ratio of (a) Consolidated EBITDA of the Borrower and
its Subsidiaries to (b) Consolidated Fixed Charges of the Borrower and its Subsidiaries for such period. 



        "Consolidated Fixed Charges" shall mean, as to any Person for any period, the sum (without duplication) of (a) Consolidated
Interest Expense of such Person and its Subsidiaries for such period, (b) provision for cash income taxes made by such Person or any of its Subsidiaries on a consolidated basis in respect of
such period and the payment of any Tax Amount during such period, (c) scheduled payments made during such period on account of principal of
Indebtedness of such Person or any of its Subsidiaries (including, without limitation, with respect to the Borrower, scheduled principal payments in respect of the Term Loans or any other Indebtedness
under the Financing Agreements, (d) the aggregate amount actually paid by the Borrower and its Subsidiaries in cash during such period on account of Capital Expenditures, and
(e) Consolidated Lease Expense of such Person and its Subsidiaries for such period. 


        "Consolidated Interest Expense" shall mean, as to any Person for any period, total cash interest expense (including that attributable to
Capital Lease Obligations) of such Person and its Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its Subsidiaries (including, without limitation, all
commissions, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers' acceptance financing and net costs of such Person under Hedge Agreements in respect
of interest rates to the extent such net costs are allocable to such period in accordance with GAAP). 


        "Consolidated Lease Expense" shall mean for any period, the aggregate amount of fixed and contingent rentals payable by the Borrower and
its Subsidiaries, determined on a consolidated basis in accordance with GAAP, for such period with respect to leases of real and personal property. 



        "Consolidated Leverage Ratio" shall mean, for any period, the ratio of (a) Consolidated Total Debt on the last day of such period
to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for such period. 


        "Consolidated Member" shall mean 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 or any of the Loan Parties is the common parent. 


        "Consolidated Net Income" shall mean, as to any Person for any period, the consolidated net income (or loss) of such Person and its
Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and before any reduction in respect of preferred equity dividends, but giving effect to, without duplication,
any amounts paid or distributed by such Person or its Subsidiaries as a Tax Amount or Allocable Overhead if and to the same extent that such amounts would have been included in the calculation of net
income if incurred by such Person or its Subsidiaries directly; provided, that in calculating Consolidated Net Income of a Person (for purposes of this
definition only, the "Parent") and its consolidated Subsidiaries for any period, there shall be excluded (a) the income 


10





 




(or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Parent or is merged into or consolidated with the Parent or any of its Subsidiaries, (b) the income (or
deficit) of any Person (other than a Subsidiary of the Parent) in which the Parent or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received
by the Parent or such Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of any Subsidiary of the Parent to the extent that the declaration or payment
of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Financing Agreement) or Requirement of Law
applicable to such Subsidiary, (d) to the extent not reflected as a charge in the statement of such Consolidated Net Income, any Management Fees paid during such period and (e) the
cumulative effect of a change in accounting principles. 


        "Consolidated Net Worth" shall mean, at any date, all amounts that would, in conformity with GAAP, be included on a consolidated balance
sheet of the Borrower and its Subsidiaries under stockholders' equity at such date. 



        "Consolidated Total Debt" shall mean, at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries
at such date, determined on a consolidated basis in accordance with GAAP. 


        "Construction Consultant" shall mean Inspection & Valuation International, Inc. or such successor construction consultant of
recognized national standing, as may be appointed in accordance with the Disbursement Agreement. 


        "Construction Contract" shall mean a "Contract" as defined in the Disbursement Agreement. 



        "Continuing Directors" shall mean, as of any date of determination, with respect to any Person, any member of the Board of Directors of
such Person who (i) was a member of such Board of Directors on the Document Closing Date, (ii) 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 (iii) 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. 


        "Contractors" shall mean any architects, consultants, designers, contractors, Subcontractors, suppliers, laborers or any other Persons
engaged by any Loan Party in connection with the design, engineering, installation and construction of the Project. 


        "Contracts" shall mean, collectively, the contracts entered into, from time to time, between any Loan Party and any Contractor for
performance of services or sale of goods in connection with the design, engineering, installation or construction of the Project. 


        "Contractual Obligation" shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of its Property is bound. 


        "Control Agreements" shall mean collectively, (i) the Bank Completion Guaranty Collateral Account Agreement, (ii) the Bank
Company Collateral Account Agreement, (iii) the Bank Local Company Collateral Account Agreement(s) and (iv) each Control Agreement to be executed and delivered by each Loan Party
pursuant to the Guarantee and Collateral Agreement, substantially in the form of Exhibit B, Exhibit C or Exhibit D, as the case may be, thereto, as the same may be amended,
supplemented, replaced or otherwise modified from time to time in accordance with the Wynn Credit Agreement. 


        "Credit Exposure" shall mean, with respect to any Lender, the aggregate outstanding amount of Loans made by such Lender. 


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        "Dealership Lease Agreement" shall mean that certain Lease Agreement to be entered into between the Borrower, as lessor, and an Affiliate
of the Borrower, as lessee, with respect to the lease of space at the Casino Land for the development and operation of a Ferrari and Maserati automobile dealership. 


        "Default" shall mean any event, act, or condition which with notice or lapse of time or both, would constitute an Event of Default. 


        "Defaulting Lender" shall mean, at any time, (i) any Lender with respect to which a Lender Default is in effect, (ii) any
Lender that is the subject (as a debtor) of any action or proceeding (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part of its assets, (iii) any Lender that shall make a general assignment for the benefit of its creditors or
(iv) any Lender that shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due. 



        "Delivery Requirement" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Derivatives Counterparty" shall have the meaning assigned to such term in  Section 7.6 of the Loan Agreement. 


        "Desert Inn Improvement" shall mean Desert Inn Improvement Co., a Nevada corporation. 


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



        "DIIC Casino Water Permit" shall mean the Permit identified as of the Closing Date 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" shall mean, collectively, the DIIC Casino Water Permit and the permits identified as of the Closing Date as 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 Permits thereto). 


        "DIIC Water Transfer" shall mean a transfer by Desert Inn Improvement 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 (a) the
fee ownership of the Water Utility Land to Wynn Resorts Holdings and (b) the DIIC Water Permits to (x) in the case of the DIIC Casino Water Permit, the Borrower and (y) in the
case of all other DIIC Water Permits, Wynn Resorts Holdings. 


        "Disbursement Agent" shall mean Deutsche Bank Trust Company Americas, in its capacity as Disbursement Agent under the Disbursement
Agreement, and any successor Disbursement Agent appointed pursuant to the terms of the Disbursement Agreement. 


        "Disbursement Agreement" shall mean that certain Master Disbursement Agreement dated as of the date hereof among the Borrower, Capital
Corp., Wynn Design & Development, the Administrative Agent, the Mortgage Notes Indenture Trustee, the Collateral Agent and the Disbursement Agent. 



        "Disbursement Agreement Event of Default" shall mean an "Event of Default" as defined in the Disbursement Agreement. 


12







   
        "Disposition" shall mean with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, grant of restriction,
transfer or other disposition thereof; and the terms "Dispose" and "Disposed of" shall have correlative
meanings. 


        "Disqualified Stock" shall mean any Capital Stock or other ownership or profit interest of any Loan Party that any Loan Party is or, upon
the passage of time or the occurrence of any event, may become obligated to redeem, purchase, retire, defease or otherwise make any payment in respect of in consideration other than Capital Stock
(other than Disqualified Stock). 


        "Document Closing Date" shall mean October 30, 2002. 


        "Dollars" and "$" shall mean dollars in lawful currency of the United States of America. 



        "Domestic Subsidiary" shall mean any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States of
America. 


        "Driving Range" shall mean the driving range for the Golf Course to be located on the Phase II Land and leased to the Borrower pursuant to
the Driving Range Lease. 


        "Driving Range Lease" shall mean that certain Lease Agreement, dated as of October 21, 2002, by and between Valvino, as lessor, and
the Borrower, as lessee, with respect to the lease of land on which the driving range for the Golf Course is to be located. 



        "Eligible Assignee" shall mean (i) a commercial bank organized under the laws of the United States, or any State thereof;
(ii) a commercial bank organized under the laws of any other country that is a member of the OECD or has concluded special lending arrangements with the International Monetary Fund associated
with its General Arrangements to Borrow, or a political subdivision of any such country, provided, that such bank is acting through a branch or agency
located in the United States; (iii) a finance company, leasing company, insurance company or other financial institution or fund (whether a corporation, partnership or other entity) engaged
generally in making, purchasing or
otherwise investing in commercial loans or leasing property or equipment in the ordinary course of its business; (iv) the central bank of any country that is a member of the OECD; or
(v) any Lender; provided, however, that (A) any such Person shall also have combined capital and surplus (as established in its most
recent report of condition to its primary regulator) of not less than $50,000,000 (or its equivalent in foreign currency), or if such Person does not meet the foregoing requirements in this proviso,
such Person furnishes a guaranty of an Affiliate, which Affiliate meets the requirements of this proviso, of such Person's obligations under the Operative Documents and (B) any Person described
in clause (ii), (iii), (iv) or (v) above shall, on the date on which it is to become a Lender
hereunder, be entitled to receive payments hereunder without deduction or withholding of any United States Federal income taxes. 


        "Eminent Domain Proceeds" shall mean all amounts and proceeds (including instruments) received in respect of any Event of Eminent Domain
relating to the Project. 


        "Employee Parking Lot" shall mean the parking lot structure located on the Phase II Land that will be used for parking for the employees
of the Borrower pursuant to the Employee Parking Lot Lease. 


        "Employee Parking Lot Lease" shall mean that certain Lease Agreement, dated as of October 21, 2002, by and between Valvino, as
lessor, and the Borrower, as lessee, with respect to the lease of land on which the parking lot structure for use by the Borrower's employees is to be located. 


        "Engagement Letter" shall mean the engagement letter dated June 25, 2002 between the Borrower and the Arrangers. 


        "Engine" shall mean and include: (i) each of the two engines for the Aircraft listed by manufacturer's serial number in a Aircraft
Security Agreement Supplement delivered on the Initial Advance Date, whether or not from time to time installed on an Airframe or installed on any other 


13





 




airframe; (ii) any Replacement Engine; and (iii) any and all appliances, parts, instruments, appurtenances, accessories, improvements, additions or other equipment of whatever nature,
so long as the same shall be incorporated or installed in or attached to any Engine subject to the Aircraft Security Agreement, or, so long as title thereto shall remain vested in the Aircraft Trustee
in accordance with the terms of the Aircraft Trust Agreement. 


        "Entertainment Facility" shall mean a showroom or entertainment facility located on the Casino Land and the Phase II Land, adjoining and
connected directly to the Le Rêve hotel and casino. 


        "Entertainment Facility Equity Proceeds" shall mean the aggregate net cash proceeds received by the Borrower from any Person other than
another Loan Party (except to the extent another Loan Party is acting as an intermediary for purposes of contributing equity capital contributions from such other Persons), directly or indirectly, as
a contribution to its common equity capital and deposited into the Entertainment Facility Funding Account (as defined in the Wynn Credit Agreement) and to be used solely and exclusively for the
development, construction and opening of the Entertainment Facility. 


        "Environmental Claim" shall mean any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order
or other order or directive (conditional or otherwise), by any governmental authority or any other Person, arising (a) pursuant to or in connection with any actual or alleged violation of any
Environmental Law, (b) in connection with any Hazardous Materials or any actual or alleged Hazardous Materials Activity, or (c) in connection with any actual or alleged damage, injury,
threat or harm to health, safety, natural resources or the environment. 


        "Environmental Laws" shall mean any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other
legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, local, municipal or other Governmental
Authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health, or employee health and safety, as has been, is now, or may
at any time hereafter be, in effect. 


        "Environmental Matter" shall mean any: 



        (a)  release,
emission, entry or introduction into the air including, without limitation, the air within buildings and other natural or man-made structures above
ground; 


        (b)  discharge,
release or entry into water including, without limitation, into any river, watercourse, lake, or pond (whether natural or artificial or above ground or which
joins or flows into any such water outlet above ground) or reservoir, or the surface of the riverbed or of other land supporting such waters, ground waters, sewer or the sea; 


        (c)  deposit,
disposal, keeping, treatment, importation, exportation, production, transportation, handling, processing, carrying, manufacture, collection, sorting or presence
of any Hazardous Substance (including, without limitation, in the case of waste, any substance which constitutes a scrap material or an effluent or other unwanted surplus substance arising from the
application of any process or activity (including making it re-usable or reclaiming substances from it) and any substance or article which is required to be disposed of as being broken,
worn out, contaminated or otherwise spoiled); 


        (d)  nuisance,
noise, defective premises, health and safety at work, industrial illness, industrial injury due to environmental factors, environmental health problems
(including, without limitation, asbestosis or any other illness or injury caused by exposure to asbestos) or genetically modified organisms; 


        (e)  conservation,
preservation or protection of the natural or man made environment or any living organisms supported by the natural or man made environment; or 



14





 




        (f)    other
matter howsoever directly affecting the environment or any aspect of it. 




        "Environmental Permits" shall mean any and all permits, licenses, approvals, registrations, notifications, exemptions and any other
authorization required under any Environmental Law. 


        "Equipment" shall mean, individually, each Item of furniture, fixtures or equipment (including Gaming Equipment) described as Equipment on
Schedule A to the Borrower Security Agreement and each Schedule A to each Borrower Security Agreement Supplement delivered on an Advance Date, and, collectively, each of the foregoing
Items of Equipment. 


        "Equipment Appraiser" shall mean an appraiser as may be selected by the Collateral Agent. 



        "Equipment Collateral" is defined in Section 2.1 of the Borrower Security Agreement. 


        "Equipment Contracts" shall mean Contracts relating to the Equipment. 


        "Equipment Manufacturer" shall mean the original manufacturer of the applicable Type of Equipment. 


        "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. 



        "Eurocurrency Reserve Requirements" means for any day as applied to a Eurodollar Loan, the then stated maximum rate of all reserve
requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto or otherwise required by applicable law)
applicable to any member bank of the Federal Reserve System in respect of eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under
Regulation D). 


        "Eurodollar Loans" means Loans the rate of interest applicable to which is based upon the Eurodollar Rate. 



        "Eurodollar Rate" shall mean with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum equal
to (a) the offered quotation to first-class banks in the New York interbank Eurodollar market by the Administrative Agent for Dollar deposits of amounts in immediately available funds
comparable to the outstanding principal amount of such Eurodollar Loan of the Administrative Agent (in its capacity as a Lender) with maturities comparable to the Interest Period applicable to such
Eurodollar Loan commencing two Business Days thereafter as of 10:00 A.M. (New York time) on the first day of such Interest Period, divided (and rounded upward to the nearest 1/16
of 1%) by (b) a percentage equal to 100% minus the Eurocurrency Reserve Requirements. 



        "Event of Default" shall mean any of the events specified in Section 9 of the Loan
Agreement, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied. 


        "Event of Eminent Domain" shall mean with respect to any Property, (i) any compulsory transfer or taking by condemnation, seizure,
eminent domain or exercise of a similar power, or transfer under threat of such compulsory transfer or taking or confiscation of such Property or the requisition of the use of such Property, by any
agency, department, authority, commission, board, instrumentality or political subdivision of any state, the United States or another Governmental Authority having jurisdiction or (ii) any
settlement in lieu of clause (i) above. 


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


        "Existing Stockholders" shall mean, collectively, Mr. Wynn, Aruze USA, Inc., a Nevada corporation, Baron Asset Fund, a
Massachusetts business trust and the Kenneth R. Wynn Family Trust and, in each case, any Affiliates thereof. 


15





 



        "Facility" shall mean each of (a) the Term Loan Commitments and the Term Loans made thereunder (the "Term
Loan Facility") and (b) the Revolving Credit Commitments and the extensions of credit made thereunder (the "Revolving Credit
Facility"). 


        "Fair Market Value" shall mean, with respect to the Collateral or a portion thereof as of any date, the price which a purchaser would pay
to purchase such Collateral in an arm's-length transaction between a willing buyer and a willing seller, neither of them being under any compulsion to buy or sell. In making any determination of Fair
Market Value, Appraiser shall assume such Collateral has been maintained in accordance with the requirements of the Loan Agreement and that such Collateral is in the condition in which it is required
to be hereunder as of the date for which such determination is made. Appraiser shall use such reasonable methods of appraisal as are satisfactory to the Lenders. Notwithstanding the foregoing, "Fair
Market Value" with respect to any Appraisals delivered pursuant to Section 6.17 of the Loan Agreement shall be made by the Appraiser with the
assumptions that such Collateral is in its brand new condition (and without giving effect to depreciation caused by the fact that such Collateral may have been delivered and or installed prior to such
Appraisal). 


        "Federal Aviation Administration" or "FAA" shall mean the Federal Aviation Administration
and any successor agency. 


        "Federal Funds Rate" shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Collateral Agent on such day on such transactions as determined by the Collateral Agent. 


        "Fee Letters" shall mean the Arrangement Fee Letters, the Participation Fee Letters and the Collateral Agent Fee Letter. 


        "Fees" shall have the meaning assigned to such term in Section 2.7 of the Loan
Agreement. 


        "FF&E Collateral Account Agreement" shall mean that certain FF&E Collateral Account Agreement dated as October 30, 2002 among the
Borrower, the Collateral Agent, the Securities Intermediary (as defined in the Disbursement Agreement) and the other parties thereto. 


        "FF&E Financing Documents" shall mean the Loan Agreement, the Disbursement Agreement, the Security Documents, the Intercompany Note, the
Aircraft Operating Agreement, the FF&E Guaranty,
the Wynn Resorts FF&E Guaranty and the FF&E Intercreditor Agreement and any future guarantees, guarantee and collateral agreements, or joinder agreements thereto executed and delivered by Affiliates
of the Borrower. 


        "FF&E Guaranty" shall mean that certain Guaranty Agreement dated as of October 30, 2002 from the Guarantors in favor of the Secured
Parties. 


        "FF&E Intercreditor Agreement" shall mean that certain Intercreditor Agreement dated as of the Document Closing Date among the
Administrative Agent, the Mortgaged Notes Indenture Trustee and the Collateral Agent, in substantially the form of Exhibit N to the Loan
Agreement. 


        "Final Advance Date" shall mean the Advance Date specified by the Borrower in writing to be the final Advance Date under the Loan
Agreement. 


        "Final Completion Date" shall have the meaning set forth in the Disbursement Agreement. 


16





 



        "Financing Agreements" shall mean, collectively, the FF&E Financing Documents, the Mortgage Notes Indenture, Mortgage Notes Guarantees,
the Other Security Documents, the Mortgage Notes, the Wynn Credit Agreement and any other loan, security, support or similar agreements entered into on, prior to or after the Document Closing Date to
finance the development, construction and/or operation of the Project, whether with respect to Other Indebtedness or otherwise and including, without limitation, any agreements with respect to
Permitted Refinancing Indebtedness. 


        "Fiscal Year" shall mean the fiscal year of the Borrower and the other Loan Parties ending on December 31 of each calendar year. 


        "Fund," "Funded" or "Funding" shall mean each funding by a Lender of a portion of the
principal under its Note constituting a portion of any Advance as described in Section 2 of the Loan Agreement. 


        "Funded Debt" shall mean, as to any Person, all Indebtedness of such Person of the types described in clauses
(a) through (e) of the definition of "Indebtedness" in this Appendix I. 


        "GAAP" shall mean generally accepted accounting principles in the United States of America as in effect from time to time, except that for
purposes of Sections 7.1., 7.10 and 7.22 of the Loan Agreement, GAAP shall be determined on the basis of
such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements delivered pursuant to  Section 6.1of the Loan Agreement,
 unless otherwise modified pursuant to Section 13.20 of
the Loan Agreement. 


        "Gaming Board" or "Gaming Authority" shall mean, collectively, the Nevada Gaming
Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board and any other federal or state agency having jurisdiction over gaming operations in the State of
Nevada. 


        "Gaming Commitment Percentage" shall mean, as to any Lender, the percentage set forth opposite such Lender's name under the heading
"Gaming Commitment Percentage" on Schedule IA1 to the Loan Agreement. 



        "Gaming Equipment" shall mean, individually, each slot machine and other device which constitutes a gaming device (as defined in the
Gaming Laws) along with any related equipment with respect thereto, together with any substitutions therefor, replacements thereof, improvements thereto and additions thereto pursuant to the terms of
the Loan Documents, and, collectively, each of the foregoing items of Gaming Equipment. 


        "Gaming Facility" shall mean any building or other structure used or expected to be used to enclose space in which a gaming operation is
conducted and (a) is wholly or partially owned, directly or indirectly, by the Borrower or an Affiliate of the Borrower or (b) any portion or aspect of which is managed or used, or
expected to be managed or used, by the Borrower or an Affiliate of the Borrower. 


        "Gaming Laws" shall mean the Nevada Gaming Control Act, as clarified in chapter 463 of the Nevada Revised Statutes, as amended from time
to time, the regulations of the Nevada Gaming Commission promulgated thereunder, as amended from time to time, and other laws promulgated by the Nevada Gaming Authorities and applying to gaming
operations in the State of Nevada. 


        "Golf Course" shall mean Le Reve's Tom Fazio/Stephen A. Wynn designed 18-hole golf course to be situated on the Golf Course
Land, as more particularly described in Exhibit T-4 to the Disbursement Agreement. 


        "Golf Course Land" shall mean the land owned by Wynn Resorts Holdings, Palo and Desert Inn Improvement on which the Golf Course is to be
located, as described in Exhibit T-4 to the Disbursement Agreement. The Golf Course Land shall include (a) the Wynn Home Site Land until such time (if ever) as the Wynn Home
Site Land has been Disposed of in accordance with Section 7.5(j), (b) the Home Site Land until such time (if ever) as the Home Site Land has been 


17





 




Disposed of in accordance with Section 7.5(l), the Palo Home Site Land, (c) the Water Utility Land and (d) if at any time acquired by a Loan Party, the Additional Land (or any
part thereof). 


        "Golf Course Land Owners" collectively, Wynn Resorts Holdings, Desert Inn Improvement, Palo and, to the extent the Additional Land (or any
part thereof) is acquired by one or more Loan Parties, such Loan Parties. 


        "Golf Course Lease" shall mean that certain Lease Agreement, dated as of October 21, 2002, by and between Wynn Resorts Holdings and
Palo, on the one hand, as lessor, and the Borrower, on the other hand, as lessee, with respect to the lease of land on which the Golf Course is to be located. 


        "Governing Documents" shall mean, collectively, as to any Person, the articles or certificate of incorporation and bylaws, any
shareholders agreement, certificate of formation, limited liability company agreement, partnership agreement or other formation or constituent documents of such Person. 


        "Governmental Action" shall mean all applicable permits, authorizations, registrations, consents, approvals, waivers, exceptions,
variances, orders, judgments, decrees, licenses, exemptions, publications, filings, notices to and declarations of or with, or required by, any Governmental Agency, or required by any Requirement of
Law. 


        "Governmental Agency" or "Authority" shall mean any national, state or local government
(whether domestic or foreign), any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or
entity, (including the Nevada Gaming Authorities, any zoning authority, the FDIC, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority), any
self-regulating agency (e.g., NASD), and entity exercising executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government or any arbitrator with authority to bind a party at law. 



        "Guarantee and Collateral Agreement" shall mean the Guarantee and Collateral Agreement to be executed and delivered by the Borrower and
each other Loan Party (other than Desert Inn Improvement), substantially in the form of Exhibit A to the Wynn Credit Agreement, as the same may be amended, supplemented, replaced or otherwise
modified from time to time in accordance with the Loan Agreement. 


        "Guarantee Obligation" shall mean, as to any Person (the "guaranteeing person"), any
obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any
letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations") of any other third Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary
obligation, (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof or (v) under Hedge Agreements;  provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation
in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms 


18





 




of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which
case the amount of such Guarantee Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. 



        "Guarantors" shall mean each of the Loan Parties (other than Desert Inn Improvement and the Borrower) and Wynn Resorts. 


        "Hazardous Materials Activity" shall mean any past, current, proposed or threatened activity, event or occurrence involving any Hazardous
Substances, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing,
construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Substances and any corrective action or response action with respect to any of the
foregoing. 


        "Hazardous Substances" shall mean (statutory acronyms and abbreviations having the meaning given them in the definition of "Environmental
Laws") substances defined as "hazardous substances," "pollutants" or "contaminants" in Section 101 of the CERCLA; those substances defined as "hazardous waste," "hazardous materials" or
"regulated substances" by the RCRA; those substances designated as a "hazardous substance" pursuant to Section 311 of the CWA; those substances defined as "hazardous materials" in
Section 103 of the HMTA; those substances regulated as a hazardous chemical substance or mixture or as an imminently hazardous chemical substance or mixture pursuant to Section 6 or 7 of
the TSCA; those substances defined as "contaminants" by Section 1401 of the SDWA, if present in excess of permissible levels; those substances regulated by the Oil Pollution Act; those
substances defined as a pesticide pursuant to Section 2(u) of the FIFRA; those substances defined as a source, special nuclear or
by-product material by Section 11 of the AEA; those substances defined as "residual radioactive material" by Section 101 of the UMTRCA; those substances defined as "toxic
materials" or "harmful physical agents" pursuant to Section 6 of the OSHA); those substances defined as hazardous
wastes in 40 C.F.R. Part 261.3; those substances defined as hazardous waste constituents in 40 C.F.R. Part 260.10, specifically including Appendix VII and VIII of Subpart D of 40
C.F.R. Part 261; those substances designated as hazardous substances in 40 C.F.R. Parts 116.4 and 302.4; those substances defined as hazardous substances or hazardous materials in 49 C.F.R.
Part 171.8; those substances regulated as hazardous materials, hazardous substances, or toxic substances in 40 C.F.R. Part 1910; in any other Environmental Laws; and in the regulations
adopted and publications promulgated pursuant to said laws, whether or not such regulations or publications are specifically referenced herein. 


        "Hedge Agreements" shall mean all interest rate swaps, caps or collar agreements or similar arrangements entered into by the Borrower
providing for protection against fluctuations in interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies. 


        "Highest Lawful Rate" shall have the meaning assigned to such term in Section 3.6
of the Loan Agreement. 


        "Home Site Land" shall mean a tract of land not greater than 20 acres located on the Golf Course Land where residential and
non-gaming related developments may, after Disposition of the Home Site Land in accordance with Section 7.5(l), be built. 



        "Indebtedness" shall mean, as to any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed
money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person's business),
(c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to Property acquired by such Person (even though the rights and remedies of 


19





 




the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations or Synthetic Lease Obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an account party under acceptance, letter of credit, completion guaranties, performance bonds or similar facilities,
(g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person, (h) all Guarantee Obligations of
such Person in respect of obligations of the kind referred to in clauses (a) through (g) above;
(i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for
which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such
Person, whether or not such Person has assumed or become liable for the payment of such obligation, (j) for the purposes of Section 9.1(e)
of the Loan Agreement only, all obligations of such Person in respect of Hedge Agreements and (k) the liquidation value of any preferred Capital Stock of such Person or its Subsidiaries held by
any Person other than such Person and its Wholly Owned Subsidiaries. All obligations under the Financing Agreements shall constitute Indebtedness. 



        "Indemnitee" shall mean the Arranger, any Lender, the Collateral Agent, the Trust Company and their respective Affiliates, successors,
permitted assigns, permitted transferees, invitees, contractors, servants, employees, officers, directors, shareholders, partners, participants, representatives agents and their respective designees
or nominees. 


        "Indemnity Agreements" collectively, each of the Indemnity Agreements executed by a Loan Party with respect to its Mortgaged Properties in
favor of the Administrative Agent substantially in the form of Exhibit F to the Wynn Credit Agreement, as the same may be amended, supplemented, replaced or otherwise modified from time to time
in accordance with the Wynn Credit Agreement, and including, without limitation the Borrower Indemnity Agreement, the Palo Indemnity Agreement, the Valvino Indemnity Agreement and the Wynn Resorts
Holdings Indemnity Agreement (each as defined in the Wynn Credit Agreement). 


        "Initial Advance Date" shall mean the first date on which an Advance occurs. 


        "Initial Amortization Date" shall mean the first date on which a Required Prepayment is made. 


        "Initial Arrangers" shall have the meaning assigned thereto in the Wynn Credit Agreement. 



        "Initial EBITDA Calculation Date" shall mean the last day of the fiscal quarter of the Borrower in which the Opening Date occurs unless
such date is less than 45 days after the Opening Date, in which case the last day of the first full fiscal quarter of the Borrower after the Opening Date;  provided, that unless the Initial EBITDA
Calculation Date has occurred by September 30, 2005, there shall be no Initial EBITDA Calculation Date. 


        "Insolvency" shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of
Section 4245 of ERISA. 


        "Insolvent" shall mean pertaining to a condition of Insolvency. 


        "Insurance Advisor" shall mean Marsh USA, Inc., or its successor, appointed by the Administrative Agent. 


        "Insurance Proceeds" shall mean all amounts and proceeds (including instruments) paid under any insurance policy maintained by a Loan
Party (including, without limitation, any insurance policy required to be maintained by a Loan Party under any Operative Document). 



        "Insurance Requirements" shall mean all terms and conditions of any insurance policy required by any Operative Document to be maintained
or caused to be maintained by the Borrower, and all requirements of the issuer of any such policy. 


20





 



        "Intellectual Property" shall mean the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under United States, state, multinational or foreign laws or otherwise, including, without limitation, copyrights, patents, trademarks, service-marks, technology, know-how
and processes, recipes, formulas, trade secrets, or licenses (under which the applicable Person is licensor or licensee) relating to any of the foregoing and all rights to sue at law or in equity for
any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. 


        "Intellectual Property Security Agreement" shall mean, collectively, the Intellectual Property Security Agreements to be executed and
delivered by the Loan Parties, substantially in the form of Exhibit C to the Guarantee and Collateral Agreement, as the same may be amended, supplemented, replaced or otherwise modified from
time to time in accordance with the Wynn Credit Agreement. 


        "Intercompany Note" shall mean, individually, that certain intercompany note from World Travel to the Borrower dated October 30,
2002 and secured by the Aircraft Security Agreement. 


        "Intercreditor Agreements" shall mean, collectively, the FF&E Intercreditor Agreement and the Project Lender Intercreditor Agreement. 



        "Interest" shall mean, with respect to each Interest Period, an amount equal to interest accrued on the Loan Balance outstanding during
such period at the Interest Rate. 


        "Interest Period" shall mean (i) as to any Loan to which the Base Rate applies, initially the period commencing on (and including)
the Advance Date for such Loan and ending on (but excluding) the next succeeding Payment Date thereafter, and thereafter, each period commencing on (and including) a Payment Date and ending on (but
excluding) the next succeeding Payment Date and (ii) as to any Loan to which the Adjusted Eurodollar Rate applies, initially, the period commencing on the borrowing or selection date, as the
case may be, with respect to such Loan and ending one, two, three or six months
thereafter, as selected by the Borrower in its Advance Request or notice of interest rate selection, as the case may be, given with respect thereto and thereafter, each period commencing on the last
day of the next preceding Interest Period applicable to such Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Collateral Agent not
less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing
provisions relating to Interest Periods are subject to the following: 



        (i)    if
any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the
result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day; 


        (ii)  any
Interest Period that would otherwise extend beyond the Maturity Date, shall end on the Maturity Date, as applicable; 


        (iii)  any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall end on the last Business Day of a calendar month; and 


        (iv)  the
Borrower shall select Interest Periods so as not to require a payment or prepayment of any Loan during an Interest Period for such Loan. 




        "Interest Rate" shall mean, for each day during each Interest Period with respect thereto, (a) if no Default or Event of Default
shall then exist, (i) if the Base Rate is in effect pursuant to Section 3.5 or  Section 12.6 of the Loan Agreement, a rate per annum equal to
the Base Rate, or (ii) if the Adjusted Eurodollar Rate is in effect pursuant
to Section 3.5 of the Loan Agreement, a rate per annum equal to the Adjusted Eurodollar Rate or (b) if at any time a Default or Event of
Default shall occur during such Interest Period then for so as long as such Default or Event of Default shall exist or until a new 


21





 


Interest Rate is selected, or deemed to have been selected, pursuant to Section 3.5 of the Loan Agreement, a rate per annum equal to the Overdue
Rate. 


        "Investments" shall have the meaning assigned to such term in Section 7.8 of the
Loan Agreement. 


        "IRS" shall mean the Internal Revenue Service, and any Governmental Authority succeeding to any of its principal functions under the Code. 


        "Item" or "Item of Equipment" shall mean a particular item of Equipment, as the context
may require, and "Items of Equipment" shall mean collectively each item of Equipment. 



        "Item Value Fraction" shall mean, with respect to any Item of Equipment, Airframe or Engine a fraction, the numerator of which is the
Purchase Price for such Item of Equipment or Allocated Aircraft Value, as the case may be, and the denominator of which is the aggregate Purchase Price of all Items of Equipment and the Allocated
Aircraft Value, including such Item of Equipment, Airframe or Engine. 


        "Las Vegas Jet" shall mean Las Vegas Jet, LLC, a Nevada limited liability company. 



        "Las Vegas Jet Lease" shall mean that certain Aircraft Lease dated as of January 29, 2002 by and between World Travel and Las Vegas
Jet (formerly known as Las Vegas CharterJet, LLC). 


        "Lease" shall have the meaning assigned to such term in Section 4.2 of the Borrower Security Agreement. 


        "Lender Addendum" shall have the meaning set forth in the Wynn Credit Agreement. 



        "Lender Default" shall mean the failure or refusal (which has not been retracted in writing) of a Lender to make available its portion of
any Loan required to be made by such Lender under Section 2.3 of the Loan Agreement at or prior to such time that the same is required to be so
made by such Lender. 


        "Lender Liens" shall mean Liens on or against the Collateral (a) which result from any act of, or any Claim against, any Lender or
any agent unrelated to the transactions contemplated by the Operative Documents or (b) which result from any Tax owed by any such Person, except any Tax for which the Borrower is obligated to
indemnify. 


        "Lenders" shall mean the Persons set forth on Schedule IA1, as amended, to the Loan
Agreement, together with any permitted successors and assigns. 


        "Letters of Credit" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Liabilities" shall have the meaning assigned to such term in Section 2.1 of the Borrower Security Agreement. 



        "License Revocation" the revocation, failure to renew or suspension of, or the appointment of a receiver or similar official with respect
to, any casino, gambling or gaming license, including, without limitation, any Nevada Gaming Approvals, covering any portion of the Project. 


        "Lien" shall mean with respect to any Property, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such Property, 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 such Property and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statues) of any jurisdiction). 


        "Liquidated Damages" shall mean any proceeds or liquidated damages paid pursuant to any obligation, default or breach under the Project
Documents (net of arm's length costs incurred by a Loan Party pursuant to arm's length transactions in connection with adjustment or settlement thereof 


22






 




and taxes paid with respect thereto). For purposes of this definition, so-called "liquidated damages" insurance policies shall be deemed to be Project Documents. 


        "Loan" shall mean any loan made by the Lenders to the Borrower pursuant to the terms of the Loan Agreement. 


        "Loan Agreement" shall mean that certain Loan Agreement dated as of October 30, 2002 among the Borrower, the Collateral Agent and
the Lenders, as the same may be amended from time to time. 


        "Loan Balance" shall mean, as of any time, the aggregate principal amount outstanding on the Notes at such time. 


        "Loan Conversion Date" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Loan Documents" shall mean the Loan Agreement, the Security Documents, the Disbursement Agreement, the FF&E Intercreditor Agreement, the
Management Fee Subordination Agreement, the FF&E Guaranty, the Wynn Resorts FF&E Guaranty, the Indemnity Agreements, the Notes, the Intercompany Note, the Las Vegas Jet Lease and the Aircraft
Operating Agreement. 


        "Loan Parties" shall mean the Borrower, Valvino, Capital Corp., Palo, Wynn Resorts Holding, Desert Inn Water, Desert Inn Improvement, Wynn
Design, World Travel, Las Vegas Jet and each other Subsidiary of Valvino other than the Completion Guarantor (including any such Subsidiaries that become party to a Loan Document pursuant to  Section 6.10). 



        "Loan Term" shall mean the period from the Document Closing Date to, and including, the Maturity Date. 


        "Local FF&E Collateral Account Agreement" shall mean that certain Local FF&E Collateral Account Agreement dated as of October 30,
2002 among the Borrower, the Collateral Agent, the Securities Intermediary (as therein defined) and the other parties thereto. 


        "Loss Proceeds" shall have the meaning set forth in the Disbursement Agreement. 



        "Management Agreement" shall mean the Management Agreement, dated as of October 30, 2002 between the Loan Parties, on the one hand
and Wynn Resorts, on the other hand. 


        "Management Fee Subordination Agreement" shall mean the Management Fee Subordination Agreement, dated as of the date hereof, among the
Loan Parties, Wynn Resorts, the Mortgage Notes Indenture Trustee and the Administrative Agent. 


        "Management Fees" shall have the meaning as defined in the Management Agreement. 



        "Manufacturer" shall mean, individually, the Aircraft Manufacturer or the Equipment Manufacturer, as the case may be, and  "Manufacturers" shall mean collectively each
Manufacturer. 


        "Material Adverse Effect" shall mean (i) one or a combination of conditions or changes in or affecting, in a material adverse way
(a) the business, assets, liabilities, property, condition (financial or otherwise), results of operations, prospects, value or management of the Borrower and the other Loan Parties taken as a
whole, (b) the Project, (c) the validity or enforceability of the Loan Agreement or any of the other Loan Documents, (d) the validity, enforceability or priority of the Liens
purported to be created by the Security Documents or (e) the rights or remedies of any Secured Party hereunder or under any of the other Loan Documents or (ii) any event or circumstance
that calls into question in any material respect the Projections or any of the material assumptions on which the Projections were prepared. 


        "Material Affiliated Contracts" shall mean any Material Contract to which a Loan Party, on the one hand, and an Affiliate of such Loan
Party (including any other Loan Party), on the other hand, are parties. 


23





 

        "Material Contract" shall mean (i) the Golf Course Lease, the Driving Range Lease, the Employee Parking Lot Lease, the Management
Agreement, the Tax Indemnification Agreement, the WDD Agreement, the Building Lease, the Water Supply Agreements and the Water Show Entertainment and Production Agreement and (ii) any other
contract or arrangement to which (a) a Loan Party, on the one hand, and an Affiliate of such Loan Party (including any other Loan Party), on the other hand, are parties, pursuant to which the
Loan Parties are, or any one of them is reasonably expected to incur obligations or liabilities with a Dollar value in excess of $1,000,000 during the term of such contract or arrangement or
(b) any Loan Party is a party (other than the Financing Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse
Effect (taking into consideration any viable replacements or substitutions therefor at the time such determination is made). 


        "Maturity Date" shall mean October 30, 2009, or such earlier date on which: (i) the Borrower is required to pay the Casualty
Amount pursuant to Section 8.1 of the Loan Agreement or the Payoff Amount pursuant to  Section 3.1 of the Loan Agreement or (ii) the
principal and interest on the Notes have become due and payable pursuant to  Section 9.1 of the Loan Agreement. 



        "Maximum Consolidated Capital Expenditures Amount" shall have the meaning set forth in  Section 7.7 of the Loan Agreement. 


        "Minimum Lease Amount" shall mean $5,000,000. 


        "Minimum Prepayment Amount" shall mean $10,000,000 of the aggregate principal amount of the Loans then outstanding or such lesser amount
as shall represent the proceeds of a Disposition permitted by Section 7.5(e) or  Section 7.5(p). 



        "Moody's" shall mean Moody's Investors Service, Inc., a Delaware corporation, or any successor thereto. 


        "Mortgage Note Guarantee" shall mean Guarantee and Collateral Agreement dated as of October 30, 2002 among each Loan Party (other
than Desert Inn Improvement) and the Mortgage Notes Indenture Trustee. 


        "Mortgage Notes" shall mean the 12% Mortgage Notes due 2010 issued by the Borrower and Capital Corp. pursuant to the Mortgage Notes
Indenture. 


        "Mortgage Notes Indenture" shall mean that certain Indenture, dated as of October 30, 2002, among the Borrower, Capital Corp.,
certain guarantors named therein and the Mortgage Notes Indenture Trustee. 


        "Mortgage Notes Indenture Trustee" shall mean Wells Fargo Bank, National Association in its capacity as the trustee under the Mortgage
Notes Indenture and its successors in such capacity. 


        "Mortgaged Properties" shall mean the real properties and leasehold estates listed on Schedule 1.1 to the Wynn Credit Agreement or
otherwise as to which the Administrative Agent for the benefit of the Wynn Credit Parties shall be granted a Lien pursuant to the Mortgages (including at such time, if any, as Desert Inn Improvement
executes the Water Property Mortgage, the Water Utility Land). 


24







   
        "Mortgages" shall mean each of the mortgages, deeds of trust and deeds to secure obligations made by any Loan Party in favor of, or for
the benefit of, the Administrative Agent for the benefit of the Wynn Credit Parties under the Wynn Credit Documents (including, without limitation, the Borrower Mortgage, the Palo Mortgage, the
Valvino Mortgage, the Wynn Resorts Holdings Mortgage (each as defined in the Wynn Credit Agreement) and, at such time, if any, as Desert Inn Improvement executes the Water Property Mortgage and the
Water Property Mortgage), substantially in the form of Exhibit D to the Wynn Credit Agreement (with such changes thereto as shall be advisable under the law of the jurisdiction in which such
mortgage or deed of trust is to be recorded), as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with the Wynn Credit Agreement. 


        "Mr. Wynn" shall mean Stephen A. Wynn, an individual. 


        "Multiemployer Plan" shall mean a Plan that is a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA. 



        "Net Cash Proceeds" shall mean in connection with any issuance or sale of debt securities or instruments or the incurrence of loans, the
cash proceeds received from such issuance or incurrence, net of arm's length attorneys' fees, investment banking fees, accountants' fees, underwriting discounts and commissions and other arm's length
fees and expenses, in each case, to the extent actually incurred by the Borrower or another Loan Party in connection therewith. 


        "Net Disposition Proceeds" in connection with any Disposition, the proceeds thereof in the form of cash or Cash Equivalents of such
Disposition, net of arm's length attorneys' fees, accountants' fees, investment banking fees, and other arm's length fees and expenses, in each case, to the extent actually incurred in connection
therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any tax credits or deductions any tax sharing arrangements, in each case reducing
the amount of taxes so paid or estimated to be payable). 


        "Net Revenues" shall mean for any period, the net revenues of the Borrower and its consolidated Subsidiaries, as set forth on the
Borrower's 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 Gaming Laws" shall mean the Nevada Gaming Control Act, as codified in Chapter 463 of the NRS as amended from time to time, and the
regulations of the Nevada Gaming Commission promulgated thereunder, as amended from time to time, and other regulations promulgated by the Nevada Gaming Authorities and applying to gaming operations
in the State of Nevada.


        "Non-Defaulting Lender" shall mean any Lender other than a Defaulting Lender. 


        "Non-Gaming Commitment Percentage" shall mean as to any Lender, the percentage set forth opposite such Lender's name under the
heading "Non-Gaming Equipment Commitment Percentage" on Schedule IA1 to the Loan Agreement. 


        "Non-Gaming Equipment" shall mean all Items of Equipment other than Gaming Equipment. 


        "Note" shall have the meaning assigned to such term in Section 2.3(b) of the Loan
Agreement. 


        "Notice of Funding Requests" shall have the meaning set forth in the Disbursement Agreement. 


        "NRS" shall mean the Nevada Revised Statutes, as amended from time to time. 


        "Obligations" shall mean the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of
the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party, whether or not a
claim for post-filing or post-petition interest is allowed in such 


25





 




proceeding) the Loans and all other obligations and liabilities of the Loan Parties, Valvino or Wynn Resorts to any Arranger, to any Agent or to any Lender, whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any other document made,
delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and
disbursements of counsel to any Arranger, to any Agent or to any Lender that are required to be paid by any Loan Party or Valvino pursuant hereto or to any other Loan Document) or otherwise. 


        "Officer's Certificate" shall mean as to any Person; a certificate signed by a Responsible Officer of such Person. 


        "On-Site Cash" shall mean amounts held in cash at the Site in connection with and necessary for the ordinary course operations
of the Project. 


        "Opening Date" shall have the meaning set forth in the Disbursement Agreement. 


        "Operating Lease" shall mean an operating lease determined in accordance with GAAP. 


        "Operative Documents" shall mean the Financing Agreements and the Project Documents. 


        "Original Aircraft Financing Documents" shall mean that certain Amended and Restated Business Loan Agreement dated as of May 30,
2002 between Bank of America, N.A. and World Travel, that certain Mortgage, Security Agreement and Assignment dated as of February 28, 2002 between World Travel and Bank of America, N.A., and
the other documents, certificates and agreements delivered in connection therewith. 


        "Original Aircraft Part" shall have the meaning assigned to such term in Section 4.4 of the Aircraft Security Agreement. 


        "Original Part" shall have the meaning assigned to such term in Section 4.4 of the Borrower Security Agreement. 



        "Original Payment" shall have the meaning assigned to such term in Section 12.3 of
the Loan Agreement. 


        "Other Indebtedness" shall mean (i) the Indebtedness of Valvino or any Loan Party evidenced by the Mortgage Notes or the Mortgage
Notes Guarantees and (ii) the Indebtedness of Valvino or any Loan Party evidenced by the Wynn Credit Documents. 


        "Other Security Documents" shall mean any agreement, document, instrument or deed granting, creating or evidencing any security or lien
for any Other Indebtedness, including, without limitation, the "Security Documents" as defined in the Disbursement Agreement, other than the Security
Documents. 


        "Outside Date" shall mean September 30, 2005, as extended pursuant to Section 6.4 of the Disbursement Agreement. 


        "Overall Transaction" shall mean all the transactions and activities referred to in or contemplated by the Operative Documents. 



        "Overdue Rate" shall have the meaning assigned to such term in Section 3.3(b) of
the Loan Agreement. 


        "Palo" shall mean Palo, LLC, a Delaware limited liability company. 


        "Part" shall have the meaning assigned to such term in Section 4.4 of the Borrower Security Agreement. 


26





 



        "Participation Fee" shall have the meaning assigned to such term in Section 2.7 of
the Loan Agreement. 


        "Participation Fee Letter" shall mean each letter between the Borrower and the respective Lender relating to fees payable to such Lender
in respect of its Commitment. 


        "Pass Through Entity" shall mean 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. 


        "Payment Date" shall mean (i) as to any Loan to which the Base Rate applies the last day of each March, June, September and
December to occur while such Loan is outstanding, (ii) as to any Loan to which the Adjusted Eurodollar Rate applies and which has an Interest Period of three months or less, the last day of
such Interest Period, (iii) as to any Loan to which the Adjusted Eurodollar Rate applies and which has an Interest Period longer than three months, each day which is three months, or a whole
multiple thereof, after the first day of such Interest Period and (iv) in any case, the Maturity Date. 


        "Payoff Amount" shall mean, as of any date of determination, the sum of (a) the Loan Balance as of the date of payment,  plus (b) all accrued but unpaid
Interest, plus (c) the Applicable Administrative Charge,
if any, plus (d) all other sums then due and payable under the Loan Documents by the Borrower, a Guarantor or any of their Affiliates. 



        "PBGC" shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor
thereto. 


        "Pension Plan" shall mean any "employee pension benefit
plan" (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, other than a Multiemployer Plan, which Valvino or any of its
Subsidiaries or any of their respective ERISA Affiliates sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as
described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five (5) plan years. 


        "Permits" shall mean the collective reference to (i) Environmental Permits, and (ii) any and all other franchises, licenses,
leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, variances, qualifications, easements, rights of way, Liens and other rights, privileges and
approvals required under any Requirement of Law (including Nevada Gaming Laws). 


        "Permitted Aircraft Modification" shall have the meaning assigned to such term in Section 4.4 of the Aircraft Security Agreement. 



        "Permitted Businesses" shall mean (i) the gaming business, (ii) the development, construction, ownership and operation of a
Gaming Facility, (iii) all businesses, whether or not licensed by the Nevada Gaming Authorities, which are necessary for, incident to, useful to, arising out of, supportive of or connected to
the development, construction, ownership or operation of a Gaming Facility, (iv) any development, construction or operation of lodging, retail, restaurant or convention facilities, sports or
entertainment facilities, food and beverage distribution operations, transportation services (including operation of the Aircraft and chartering thereof), parking services, sales and marketing
services or other activities related to the foregoing, (v) any business (including any related internet business) that is a reasonable extension, development or expansion of any of the
foregoing or incidental thereto and/or (vi) the ownership by a Person of Capital Stock in its directly Wholly Owned Subsidiaries other than, with respect to the ownership and operation of the
Aircraft only, World Travel and Las Vegas Jet; provided, however, that with respect to the Borrower and its Subsidiaries, the foregoing shall only be
Permitted Businesses to the extent related to the Project or furtherance of the Project's development, construction, ownership or operation; provided,
further, that, notwithstanding the foregoing, the Borrower shall be permitted to (a) sublease space within the Phase II Building to Persons not related 


27





 




to the development, construction, ownership or operation of the Project and (b) pay Allocable Overhead as otherwise permitted under this Loan Agreement. 


        "Permitted Encumbrances" shall have the meaning assigned to such term in the Disbursement Agreement. 



        "Permitted Liens" shall mean the collective reference to in the case of Collateral, Liens permitted by Section 7.3 of the Loan
Agreement (but only of the priority and to the extent of coverage expressly set forth in Section 7.3 of the Loan Agreement and subject to the provisions of the FF&E Intercreditor Agreement);  provided, that for purposes of Section 8 "Permitted Liens" shall not
include Liens permitted by Section 7.3(c), (e),  (i), (o),
 (r),  (t), and (v).
 


        "Permitted Modification" shall have the meaning assigned to such term in Section 4.4 of the Borrower Security Agreement. 


        "Permitted Refinancing Indebtedness" shall mean any Indebtedness of the Borrower and, with respect to the Mortgage Notes, Capital Corp.
(and, with respect to Guaranty Obligations in support thereof, the other Loan Parties) issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or
refund the Mortgage Notes or Indebtedness under the Wynn Credit Agreement; provided that (i) 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 being extended, refinanced, renewed, replaced,
defeased or refunded (plus all accrued interest on such Indebtedness and the amount of all expenses and premiums incurred in connection therewith), (ii) 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, (iii) the restrictions on the Loan Parties contained in the agreements governing such Permitted Refinancing Indebtedness are no
more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (iv) if such
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Loan Documents, such Permitted Refinancing Indebtedness is subordinated in
right of payment to the Loan Documents on terms at least as favorable to the Lenders as those contained in the applicable documents reflecting such subordination (whether the Intercreditor Agreements
or otherwise), (v) the relevant holders of such Permitted Refinancing Indebtedness become party to the Intercreditor Agreements, as applicable, and (vi) all agreements, instruments,
documentation and other arrangements associated with such Permitted Refinancing Indebtedness is in form and substance satisfactory to the Required Lenders. In the event Permitted Refinancing
Indebtedness is used to extend, refinance, renew, replace, amend and restate, restate, defease or refund the Mortgage Notes or the Indebtedness under the Wynn Credit Agreement, all relevant
definitions and provisions of the Loan Documents related to the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded shall be amended, as necessary, to reflect such
Permitted Refinancing Indebtedness and related documentation and/or arrangements. 


        "Permitted Securities" shall mean (a) 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
(b) shares of money market, mutual or similar funds which invest exclusively in assets satisfying the requirements of clause (a) of this
definition. 


        "Permitted Taking" shall mean a Taking that is permitted by Section 7.5 of the Wynn Credit Agreement. 


28





 



        "Person" shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. 



        "Phase II Land" shall mean the approximately 20-acre tract of land adjacent to the Le Rêve hotel and casino
resort owned by Valvino, as more particularly described in Exhibit T-4 to the Disbursement Agreement. 


        "Phase II Land Building" shall mean the building existing on the Phase II Land as of the Closing Date that is subject to the Building
Lease. 


        "Plan" shall mean, at a particular time, any employee benefit plan that is subject to the requirements of Section 412 of the Code
or that is a Single Employer Plan and which Valvino, the Borrower or any other Loan Party or any Commonly Controlled Entity maintains, administers, contributes to or is required to contribute to or
under which the Borrower or any Commonly Controlled Entity could incur any liability. 


        "Pledged Stock" shall have the meaning set forth in the Guarantee and Collateral Agreement or the Valvino Guarantee and Collateral
Agreement, as applicable. 


        "Prepayment Option" shall have the meaning assigned to such term in Section 3.1 of
the Loan Agreement. 


        "Presumed Tax Liability" shall mean, 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
any Loan Party 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" shall mean, with respect to any Person for any period, 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 any of the Loan Parties 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. 



        "Pricing Grid" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Prime Rate" shall mean the per annum rate of interest established, from time to time, by Deutsche Bank Trust Company Americas as its
prime lending rate, the Prime Rate to change when and as such prime lending rate changes. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged
by Deutsche Bank Trust Company Americas to any customer of Deutsche Bank Trust Company Americas. The Borrower acknowledges that Deutsche Bank Trust Company Americas, may, from time to time, make
commercial loans or other loans at rates of interest at, above or below the Prime Rate. 



        "Proceedings" shall have the meaning assigned thereto in Section 6.7(c) of the Loan
Agreement. 


        "Prohibited Transaction" shall mean a transaction that is prohibited under Code Section 4975 or ERISA Section 406 and not
exempt under Code Section 4975 or ERISA Section 408. 


29





 



        "Project" shall mean 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 Costs" shall have the meaning set forth in the Disbursement Agreement. 


        "Project Documents" shall mean any and all "Project Documents" as defined in the Disbursement Agreement (including, without limitation,
the Project Documents set forth in clause (i) of the definition of "Material Contracts") and any other document or agreement entered into on, prior to or after the
Closing Date (including Material Contracts and Additional Material Contracts) relating to the design, engineering, development, construction, installation, maintenance or operation of the Project
(including any Guarantee Obligations in furtherance thereof). 


        "Project Lender Intercreditor Agreement" shall mean that certain Intercreditor Agreement dated as of the Document Closing Date among the
Administrative Agent and the Mortgage Notes Indenture Trustee. 


        "Project Liquidity Reserve Account" shall have the meaning as set forth in the Disbursement Agreement. 


        "Project Revenues" shall mean all income and receipts of the Loan Parties, including, without limitation, those derived from the ownership
or operation of the Project or the Permitted Businesses, including payments received by the Loan Parties under any Project Document or Additional Material Contract, net payments, if any, received
under Hedge Agreements, Liquidated Damages, Insurance Proceeds, Eminent Domain Proceeds, together with any receipts derived from the sale of any property pertaining to the Project or the Permitted
Businesses or incidental to the operation of the Project or the Permitted Businesses, all as determined in conformity with cash accounting principles, the proceeds of any condemnation awards relating
to the Project or the Permitted Businesses. 


        "Projections" shall have the meaning set forth in Section 6.2(c) of the Loan
Agreement. 


        "Property" shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible
or intangible, including, without limitation, Capital Stock. 


        "Purchase Price" shall mean, for an Item of Equipment, the invoiced price or required contract payment for such Item plus the allocated
pro rata share of any Fees and Transaction Costs, delivery costs or installation costs financed by the Lenders through Advances, but not to exceed 75% of the invoiced price or required gross contract
payment for such Item of Equipment, and the aggregate Purchase Price of all Items of Equipment shall be the aggregate invoice price or required contract payments plus any Fees and Transaction Costs,
delivery costs or installation costs financed by the Lenders through Advances but not to exceed 75% of the aggregate of the invoiced price or required gross contract payment for all of the Items of
Equipment; provided that the aggregate Purchase Price for all of the Items of Equipment shall in no event exceed the Aggregate Commitment Amount. 


        "Qualified Affiliate Transaction" shall mean any transaction by or among one or more of the Loan Parties, 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. 


        "Quarterly Date" shall mean (i) with respect to the first Quarterly Date, (a) the last day of the first full fiscal quarter
of the Borrower beginning after the Initial EBITDA Calculation Date or (b) if there is no Initial EBITDA Calculation Date, December 31, 2005 and (ii) with respect to each
subsequent Quarterly Date, the last day of the next succeeding fiscal quarter of the Borrower. 


        "Real Estate" shall mean all real property held or used by Valvino and the Loan Parties, which Valvino or the relevant Loan Party owns in
fee or in which it holds a leasehold interest as a tenant or 


30






 




in which it holds an easement right as an easement holder or otherwise occupies, including, without limitation, the real property more particularly identified in  Schedule 4.25(a) and includes,
without limitation, the Site and the Site Easements. 


        "Reimbursement Obligation" shall mean the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 of the
Wynn Credit Agreement for amounts drawn under Letters of Credit. 


        "Related Party" shall mean either (i) any 80% (or more) owned Subsidiary, heir, estate, lineal descendent or immediate family
member of Mr. Wynn; or (ii) 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 Mr. Wynn and/or such other Persons referred to in the immediately preceding clause (i). 


        "Release" shall mean any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge,
dispersal, dumping, leaching or migration of Hazardous Substances into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles
containing any Hazardous Substances), including the movement of any Hazardous Substances through the air, soil, surface water or groundwater. 


        "Removable Aircraft Part" shall have the meaning assigned to such term in Section 4.4 of the Aircraft Security Agreement. 


        "Removable Part" shall have the meaning assigned to such term in Section 4.4 of the Borrower Security Agreement. 



        "Reorganization" shall mean, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning
of Section 4241 of ERISA. 


        "Repair Plan" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Replaced Aircraft Part" or "Replaced Aircraft Parts" shall have the meaning assigned to
such term in Section 4.7 of the Aircraft Security Agreement. 


        "Replaced Item" or "Replaced Items" shall have the meaning assigned to such term in
Section 4.7 of the Borrower Security Agreement. 


        "Replacement Aircraft" shall have the meaning set forth in Section 4.7(c) of the Aircraft Security Agreement. 


        "Replacement Aircraft Indebtedness" shall mean Indebtedness approved by the Required Lenders and/or all Lenders pursuant to the terms of  Section 7.5(p) of the Loan
Agreement represented by Capital Lease Obligations (following a prepayment of the Loans pursuant to
Section 7.5(p)(iii)(A)), mortgage financings or purchase money obligations (following a prepayment of the Loans pursuant to  Section 7.5(p)(iii)(A)) incurred by Wynn Resorts or a direct Wholly Owned Subsidiary (which may be a trust) of Wynn Resorts (other than any Loan
Party) for the purpose of financing all (following a prepayment of the Loans pursuant to Section 7.5(p)(iii)(A)) or part of the purchase price of
a Replacement Aircraft, so long as: (a) the principal amount of such Indebtedness does not exceed the cost (including sales and excise taxes, installation and delivery charges, interior
buildout and outfitting 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,
(b) the aggregate principal amount of such Indebtedness does not exceed $55.0 million at any time outstanding, and (c) except as permitted pursuant to  Section 7.6(i), no Loan Party
(i) provides credit support of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness) as to such Indebtedness, (ii) is directly or indirectly liable as a guarantor or otherwise as to such Indebtedness, or (iii) constitutes the lender of such
Indebtedness. 


31





 



        "Replacement Aircraft Part" or "Replacement Aircraft Parts" shall have the meaning
assigned to such term in Section 4.4 of the Aircraft Security Agreement. 


        "Replacement Airframe" shall have the meaning assigned to such term in Section 8.1
of the Loan Agreement. 


        "Replacement Engine" shall have the meaning assigned to such term in Section 8.1 of
the Loan Agreement. 


        "Replacement Item" or "Replacement Items" shall have the meaning provided in  Section 8.1 of the Loan Agreement.



        "Replacement Parts" shall have the meaning assigned to such term in Section 4.4 of the Borrower Security Agreement. 


        "Reportable Event" shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the
30-day notice period is waived under subsection .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. Section 4043. 


        "Required Aircraft Alteration" shall have the meaning assigned to such term in Section 4.4 of the Aircraft Security Agreement. 


        "Required Alteration" shall have the meaning assigned to such term in Section 4.4 of the Borrower Security Agreement. 



        "Required Lenders" shall mean at any time, Lenders holding more than 50% of the aggregate amount of Credit Exposure of all Lenders
outstanding at such time; provided, however, that prior to the Final Completion Date any determination of "Required
Lenders" at a time at which no Default or Event of Default exists, shall mean Non-Defaulting Lenders holding more than 50% of the Commitments (less the aggregate
Commitments of Defaulting Lenders) of all Lenders at such time; provided, further, that for purposes of Sections 2.4, 6.17,
7.5(p), 8.1 and 8.2 of the Loan Agreement any determination of "Required
Lenders" shall only include that portion of the Lenders' Commitment or Credit Exposure, as the case may be, which relates to the relevant Type of Equipment or Aircraft;  provided, further,
 that for purposes of (i) Sections 4.8, 5 and 9.2 of the Aircraft Security Agreement and for the Aircraft Operating Agreement,
(ii) any other provision in this Loan Agreement or any other Loan Document with respect to insurance to be provided with respect to the Aircraft, (iii) instructions or directions to the
Collateral Agent with respect to actions to be taken, or not to be taken, by the Collateral Agent with respect to the Aircraft, and (iv) any amendment, modification or waiver to this Loan
Agreement or any Loan Document with respect to the Aircraft any determination of "Required Lenders" shall only include that portion of the Lenders'
Commitment or Credit Exposure, as the case may be, which relates to the Aircraft. 


        "Required Prepayment" shall mean, for any Interest Period, a portion of the Loan Balance in the amount set forth on  Schedule II to the Loan Agreement for such
Interest Period. 


        "Requirement of Law" shall mean, as to any Person, the Governing Documents of such Person, and any law, treaty, order, rule or regulation
or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its
Property is subject. 


        "Responsible Officer" shall mean, as to any Person, the chief executive officer, president or chief financial officer of such Person, but
in any event, with respect to financial matters, the chief financial officer of such Person. Unless otherwise qualified, all references to a "Responsible Officer" shall refer to a Responsible Officer
of the Borrower or Wynn Resorts. 


32





 



        "Responsible Officer's Certificate" shall mean a certificate signed by an applicable Responsible Officer, which certificate shall certify
as true and correct the subject matter being certified to in such certificate. 


        "Revolving Credit Commitment" shall have the meaning set forth in the Wynn Credit Agreement. 



        "Revolving Credit Lender" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Revolving Credit Loans" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Revolving Credit Percentage" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Revolving Extensions of Credit" shall have the meaning set forth in the Wynn Credit Agreement. 



        "S&P" shall mean Standard & Poor's Ratings Group, a New York corporation or any successor thereof. 


        "Scheduled Completion Date" shall mean as defined in the Disbursement Agreement. As of the Closing Date, the Scheduled Completion Date is
April 30, 2005. 


        "SEC" shall mean the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority). 



        "Secured Parties" shall mean, collectively, the Collateral Agent and the Lenders. 


        "Securities Act" shall mean the Securities Act of 1933, as amended. 


        "Security Agreement Event of Default" shall mean any of the events specified in Section 8.1 of the Borrower Security Agreement. 


        "Security Documents" shall mean, as the context requires, the collective reference to (i) the Borrower Security Agreement and all
other pledge and security documents hereafter delivered to the Collateral Agent for the benefit of the Lenders granting a Lien on the Collateral (or associated with such a grant) to secure the
obligations and liabilities of the Borrower to the Lenders under any Loan Document, (ii) the Aircraft Security Agreement and all other pledge and security documents hereafter delivered to the
Borrower granting a Lien on the Aircraft Collateral to secure the obligations and liabilities of World Travel under any Loan Document, (iii) the Borrower Aircraft Assignment, (iv) the
FF&E Collateral Account Agreement and (v) the Local FF&E Collateral Account Agreement. 



        "Seller" or "Sellers" shall mean, with respect to one or more Items of Equipment, Airframe
or Engine; any of the Manufacturers, any vendors or the Borrower. 


        "Senior Permitted Liens" shall mean Permitted Liens that are expressly permitted by the terms of the Loan Documents to be superior in
priority to the Liens of the Security Documents. 


        "Single Employer Plan" shall mean any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan. 



        "Site" shall mean all or any portion of the Real Estate, as described in Exhibit T-4 to the Disbursement Agreement. The
Site includes, without limitation, the Wynn Home Site Land (until such time (if ever) as such Property has been Disposed of in accordance with Section 7.5(j) of the Loan Agreement), the Golf
Course Land (until such time (if ever) as such Property has been Disposed of in accordance with Section 7.5(k) of the Loan Agreement), the Home Site Land (until such time (if ever) as such
Property has been Disposed of in accordance with Section 7.5(l) of the Loan Agreement), the Phase II Land (until such time (if ever) as such Property has been Disposed of in accordance with
Section 7.5(m) of the Loan Agreement) and any other Real Estate which is subject to a lien under any Mortgage. 


        "Site Easement" shall have the meaning assigned to such term in the Wynn Credit Agreement. 


33





 

        "Solvent" shall mean, when used with respect to any Person, as of any date of determination, (a) the amount of the "present fair
saleable value" of the assets of such Person will, as of such date, exceed 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, (b) the present fair saleable value of the assets of such Person will, as of such
date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such
date, an unreasonably small amount of capital with which to conduct its business, (d) such Person will be able to pay its debts as they mature, and (e) such Person is not insolvent
within the meaning of any applicable Requirements of Law. For purposes of this definition, (i) "debt" means liability on a "claim", and (ii) "claim" means any (x) right to
payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or
(y) 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. 


        "Specified Change of Control" shall mean a "change of control" or similar event (howsoever defined) as defined (i) in the Mortgage
Notes Indenture or (ii) the Wynn Credit Agreement. 


        "Subcontractor" shall mean any direct or indirect subcontractor of any tier under any Contract. 


        "Subordinated Debt" Indebtedness that (i) does not have any scheduled principal payment, mandatory principal prepayment, sinking
fund payment or similar payment due prior to the Scheduled Term Loan Termination Date, (ii) is not secured by any Lien on any Property, (iii) is subordinated on terms and conditions
reasonably satisfactory to the Initial Arrangers and in any event not less favorable to the Lenders than the terms of the Subordinated Intercompany Note and (iv) is subject to such covenants
and events of default as may be reasonably acceptable to the Initial Arrangers; provided, that Permitted Refinancing Indebtedness or Indebtedness
permitted pursuant to Section 7.2(d) shall not be deemed Subordinated Debt. 


        "Subordinated Intercompany Note" shall mean the Subordinated Intercompany Note to be executed and delivered by the Borrower and each of
the other Loan Parties, substantially in the form of Exhibit L to the Wynn Credit Agreement, as the same may be amended, supplemented, replaced or otherwise modified from time to time in
accordance with the Wynn Credit Agreement. 


        "Subsidiary" shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock
or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of
the directors, managers or trustees of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in the Loan Agreement shall refer to a
Subsidiary or Subsidiaries of the Borrower. 


        "Substitute Aircraft Part" or "Substitute Aircraft Parts" shall have the meaning assigned
to such term in Section 4.7 of the Aircraft Security Agreement. 


        "Substitute Item" or "Substitute Items" shall have the meaning assigned to such term in
Section 4.7 of the Borrower Security Agreement. 


        "Supplemental Payment" shall mean any and all amounts, liabilities and obligations other than Interest and Required Prepayments which the
Borrower assumes or agrees or is otherwise obligated to pay under the Loan Agreement or any other Operative Document (whether or not designated as Supplemental Payment) to the Collateral Agent, any
Lender or any other Person, including, without 


34





 




limitation, any Administrative Charge, indemnities and damages for breach of any covenants, representations, warranties or agreements. 


        "Swing Line Loans" shall have the meaning set forth in the Wynn Credit Agreement. 



        "Syndication Agent" shall mean Banc of America Securities, LLC, in its capacity as syndication agent under the Wynn Credit Agreement. 


        "Synthetic Lease Obligations" shall mean all monetary obligations of a Person under (a) a so-called synthetic,
off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations which do not appear on the balance sheet of such Person but
which, upon the insolvency or bankruptcy of such Person, would be characterized as the Indebtedness of such Person (without regard to accounting treatment). 



        "Taking" shall mean a taking or voluntary conveyance during the term of the Loan Agreement of all or part of any Mortgaged Property or
Collateral, or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of, any condemnation or other eminent domain proceeding by
any Governmental Authority affecting a Mortgaged Property or Collateral or any portion thereof, whether or not the same shall have actually been commenced. 


        "Tax Amount" shall mean, with respect to any period, (i) in the a case of any direct or indirect member of a Loan Party that is a
Pass Through Entity, the Presumed Tax Liability of such direct or indirect member, and (ii) with respect to any of the Loan Parties 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. 



        "Taxable Income" shall mean, 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 Person's equity ownership of one or more Loan Parties 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. 


        "Taxes" and "Tax" shall mean any and all fees (including, without limitation,
documentation, recording, license and registration fees), taxes (including, without limitation, income (whether net, gross or adjusted gross) taxes; gross and net receipts taxes; taxes that are or are
in the nature of franchise, value added, privilege or doing business taxes, license and registration fees; real and personal property (including intangibles) taxes; sales, use and similar taxes
(including rent taxes); any excise taxes; real estate transfer taxes, mortgage taxes, conveyance taxes, turnover taxes, value-added taxes; stamp taxes and documentary recording taxes and fees),
levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, in each case imposed or required by the Governmental Authority to be paid, together with any penalties, fines or
interest thereon or additions thereto. 


        "Tax Indemnification Agreement":    that certain Tax Indemnification Agreement, dated as of September 24, 2002 among the
Existing Stockholders, Valvino and Wynn Resorts, as in effect as of the date hereof. 


        "Term Loan Commitment" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Term Loan Extensions of Credit" shall have the meaning set forth in the Wynn Credit Agreement. 



        "Term Loan Lender" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Term Loans" shall have the meaning set forth in the Wynn Credit Agreement. 


35





 



        "Total Revolving Credit Commitments" shall have the meaning set forth in the Wynn Credit Agreement. 



        "Total Term Loan Commitments" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Total Term Loan Extensions of Credit" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Transaction Costs" shall mean: 



        (i)    the
reasonable fees and expenses of Chapman and Cutler incurred in connection with the negotiation, execution and delivery of the term sheet, the commitment letters, the
Operative Documents, the syndication of the Notes and any amendments to the Operative Documents in connection therewith and the transactions contemplated thereby; 


        (ii)  the
reasonable fees and expenses of the Arrangers, including, without limitation, the fees and expenses of any insurance consultant hired by the Arrangers and any fees
and expenses incurred in connection with the syndication of the Notes; 


        (iii)  the
actual and ongoing fees and expenses of the Collateral Agent; 



        (iv)  the
reasonable counsel fees of the Collateral Agent; 


        (v)  the
fees and expenses of the Appraiser; 


        (vi)  all
costs of searching and perfecting a first priority Lien and security interest in the Equipment and the Aircraft; 


        (vii) costs
and expenses for the Aircraft Appraiser; 


        (viii)the
Commitment Fees; 


        (ix)  the
Participation Fees; 


        (x)  the
Arrangement Fees; and 


        (xi)  all
other documented fees and expenses incurred by Collateral Agent or any Lender in connection with the Operative Documents and the transactions contemplated hereby. 




        "Trust Company" shall mean Wells Fargo Bank Nevada, National Association, or any successor financial institution acting as Collateral
Agent under the Loan Documents, in each case, in its individual capacity. 


        "Type of Equipment" shall mean Gaming Equipment or Non-Gaming Equipment. 


        "UCC" shall mean the Uniform Commercial Code, as in effect from time to time in any jurisdiction. 


        "Valvino" shall mean Valvino Lamore, LLC, a Nevada limited liability company. 


        "Valvino Water Permits" shall mean collectively, the Permits identified as of the Closing Date as 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). 


        "Valvino Water Permit Transfer" shall have the meaning assigned to such term in the Wynn Credit Agreement. 


        "Voting Stock" shall mean with respect to any Person as of any date, 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 Entities" shall mean Desert Inn Water and Desert Inn Improvement. 


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        "Water Permits" shall mean collectively the DIIC Water Permits and the Valvino Water Permits. 



        "Water Property Mortgage" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Water Show Entertainment and Production Agreement" shall mean collectively, (i) the Agreement, dated January 25, 2001,
between Wynn Resorts Holdings and Calitri Services and Licensing Limited Liability Company ("Calitri"), (ii) upon execution thereof, that certain
Production Services Agreement to be entered into between the Borrower and Productions Du Dragon, S.A. ("Dragon") pursuant to which Dragon will, among
other things, collaborate with the Borrower and asset in designing, manufacturing and producing the sets, equipment and customers for an aquatic live show at the Project and (iii) upon
execution thereof, that certain License Agreement to be entered into between the Borrower and Calitri pursuant to which Calitri will, among other things, license to the Borrower the necessary rights
to produce and present an aquatic live show at the Project. 


        "Water Supply Agreements" that certain Water Supply Agreement dated as of October 30, 2002 among Desert Inn
Improvement,Wynn Resorts Holdings and the Borrower.



        "Water Utility Land" shall mean the approximately .17 acre tract of land located on the Golf Course owned by Desert Inn Improvement, as
more particularly described in Exhibit T-4 of the Disbursement Agreement; provided, that the Water Utility Land shall not include any
improvements thereon utilized by Desert Inn Improvement as of the Closing Date for the transportation of water to non-Affiliates of the Borrower. 


        "WDD Agreement" shall mean the Wynn Design Agreement, dated as of October 30, 2002 between the Borrower and Wynn Design. 



        "Weighted Average Life to Maturity" shall mean, 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 will elapse between such date and the
making of such payment; by 


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




        "Wholly Owned Subsidiary" shall mean, as to any Person, any other Person all of the Capital Stock of which (other than directors'
qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries. 


        "World Aircraft Part" shall have the meaning assigned to such term in Section 4.4 of the Aircraft Security Agreement. 


        "World Liabilities" shall have the meaning assigned to such term in Section 2 of the Aircraft Security Agreement. 



        "World Travel" shall mean World Travel, LLC, a Nevada limited liability company, or any successor thereto. 


        "Wynn Banks" shall mean the lenders that are parties to the Wynn Credit Agreement. 


        "Wynn Credit Agreement" shall mean that certain Credit Agreement, dated as of October 30, 2002, among the Borrower, the several
lenders from time to time party thereto, Duetsche Bank Securities Inc., as lead arranger and joint book running manager, Deutsche Bank Securities Trust Company Americas, as administrative agent
and swingline lender, Bank 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 


37





 




and Dresdner Bank AG, New York and Grand Cayman Branches, as arranger and joint documentation agent and JPMorgan Chase Bank, as joint documentation agent. 


        "Wynn Credit Documents" shall mean the Wynn Credit Agreement and the notes issued thereunder, the Other Security Documents, the
Disbursement Agreement, the Completion Guaranty, the Wynn Resorts Guaranty, the Applications, the Environmental Indemnity Agreements. 


        "Wynn Design" shall mean Wynn Design & Development, LLC, a Nevada limited liability company, or any successor thereto. 


        "Wynn Group Entities" shall mean collectively, Palo and Wynn Design. 


        "Wynn Home Site Land" shall mean an approximately two-acre tract of land located on the Golf Course Land where
Mr. Wynn's personal residence may, after Disposition of the Wynn Home Site Land in accordance with Section 7.5(j); of the Loan Agreement,
be built. 


        "Wynn Resorts" shall mean Wynn Resorts, Limited, a Nevada corporation, or any successor thereto. 


        "Wynn Resorts FF&E Guaranty" shall mean that certain Parent Guaranty, dated as of October 30, 2002, made by Wynn Resorts in favor
of the Secured Parties (as defined therein). 


        "Wynn Resorts Guaranty" shall have the meaning set forth in the Wynn Credit Agreement. 


        "Wynn Resorts Holdings" shall mean Wynn Resorts Holdings, LLC, a Nevada limited liability company, or any successor thereto. 


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QuickLinks



Exhibit 10.10


TABLE OF CONTENTS

EXHIBITS


WYNN LAS VEGAS, LLC LOAN AGREEMENT

WITNESSETH


SCHEDULE IA1 TO LOAN AGREEMENT DATED AS OF OCTOBER 30, 2002

LENDERS' COMMITMENT PERCENTAGE

SCHEDULE IA2 TO LOAN AGREEMENT DATED AS OF OCTOBER 30, 2002

LENDERS' ALLOCATED COMMITMENT AMOUNT



SCHEDULE IB TO LOAN AGREEMENT DATED AS OF OCTOBER 30, 2002

ADDRESS FOR NOTICE AND PAYMENT



SCHEDULE II TO LOAN AGREEMENT DATED AS OF OCTOBER 30, 2002

REQUIRED PREPAYMENTS


EXHIBIT A TO LOAN AGREEMENT FORM OF PROMISSORY NOTE

[End of Page] [Signature Pages Follow]