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Exhibit 10.2    
  






AMENDMENT TO LOAN AGREEMENT  


Dated as of December 3, 2002  


 in respect of  


WYNN LAS VEGAS, LLC,  









 
  
 

    AMENDMENT
  TO LOAN AGREEMENT    
  


        AMENDMENT TO LOAN AGREEMENT (this "Amendment") dated as of
December 3, 2002 is 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 each of the Persons listed on the signature pages hereto as a Lender (each, a "Lender"). 


RECITALS:  


        A.    The
Borrower, the Collateral Agent, and the Lenders have heretofore entered into that certain Loan Agreement (as amended, supplemented or otherwise modified from time to
time, the "Loan Agreement") dated as of October 30, 2002. Capitalized terms used, but not otherwise defined in this Amendment, shall have those
meanings assigned to such terms in Appendix 1 to the Loan Agreement, as amended by this Amendment. 


        B.    The
parties hereto desire to amend the Loan Agreement. 


        NOW, THEREFORE, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the
parties hereto do hereby agree as follows: 


SECTION 1.    AMENDMENTS TO LOAN AGREEMENT.



        Section 1.1.    Section 7.1(d) of the Loan Agreement shall be and is hereby amended in its entirety to read as
follows: 



        "(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 of
the Borrower from the Document Closing Date through the first 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 the 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 of the Borrower for each fiscal
quarter ending after the first Quarterly Date through such Quarterly Date." 




        Section 1.2.    Section 7.8(e) of the Loan Agreement shall be and is hereby amended by deleting "Group 1 Entity"
and substituting therefor "Wynn Group Entity". 


        Section 1.3.    Section 7.9 of the Loan Agreement shall be and is hereby amended by deleting the "(i)" in the 13th
line thereof and the "(a)" in the 16th line thereto. 


        Section 1.4.    Section 7.10 of the Loan Agreement shall be and is hereby amended by deleting the period at the
end of subparagraph (f) thereof and substituting therefor a semicolon and the word "and", and adding the following as a new subparagraph (g) thereto to read as follows: 



        "(g) associated
with the use of the Aircraft for any purpose not reasonably related to the Project or the Project-related Permitted Businesses of the Borrower, Las Vegas Jet
or World Travel, in which case the Borrower, Las Vegas Jet or World Travel, as the case may be, shall be reimbursed promptly for all actual costs and expenses incurred by such Loan Party in connection
with such use." 




        Section 1.5.    Section 7.15 of the Loan Agreement shall be and is hereby amended by deleting "Subject to Sections
7.24 and 7.25," in the first line thereof. 


1





 

        Section 1.6.    Section 7.16(c) of the Loan Agreement shall be and is hereby amended in its entirety to read as
follows: 



        (c)  Amend,
waive or otherwise change, or permit any amendment or waiver of, the terms of either the Intercompany Note or, except as provided in Section 9.2 of the
Aircraft Security Agreement, the Aircraft Security Agreement or permit the termination thereof. 




        Section 1.7.    Section 7.23 of the Loan Agreement shall be and is hereby amended by deleting "Administrative
Agent" and substituting therefor "Collateral Agent". 


        Section 1.8.    (a)    Appendix 1 of the Loan Agreement shall be and is hereby amended by amending and
restating in their entirety the definitions of "Aircraft" and "Eurodollar Rate" to read as follows: 




        "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 in the event the Replacement Aircraft is acquired pursuant to  Section 7.5(p)(iii)(B). 


        "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 applicable London interbank offered rate per annum for deposits in Dollars appearing on Telerate Page 3750 as of 11:00 a.m. (London time) two (2) Business Days prior to
the first day of such Interest Period; or if no London interbank offered rate of such maturity then appears on Telerate Page 3750, then the rate equal to the London interbank offered rate per annum
for deposits in Dollars maturing immediately before or immediately after such maturity, whichever is higher, as determined by the Collateral Agent from Telerate Page 3750; or if Telerate Page 3750 is
not available, the applicable LIBO Rate for the relevant Interest Period shall be the rate per annum determined by the Collateral Agent to be the arithmetic average of the rates at which the
Collateral Agent offers to place deposits in Dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the
first day of such Interest Period, in the approximate amount of the aggregate outstanding principal amount of such Eurodollar Loan and having a maturity approximately equal to 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." 




        (b)  Appendix 1
of the Loan Agreement shall be and is hereby further amended by adding in alphabetical order the following definition of  "Consolidated Interest Coverage Ratio" to read as follows: 



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





SECTION 2.    WAIVER.


        Notwithstanding
the terms of Section 6.1(b) of the Loan Agreement, upon the effectiveness of this Amendment as set forth in  Section 3 hereof, the failure of the Borrower to deliver the unaudited consolidated
and consolidating balance sheets and the related unaudited
consolidated and consolidating
statements of income and of cash flows for the quarter ending September 30, 2002 within the time period and in the form required in such Section 6.1(b), shall not constitute a Default
under the Loan Agreement; provided, that such balance sheets and statements of income and of cash flows for such quarter are delivered in the required
form to the Collateral Agent and each Lender on or prior to December 15, 2002. 


2





 



SECTION 3.    EFFECTIVENESS.



        This
Amendment shall become effective on December 3, 2002 (the "Effective Date") upon the satisfaction of the following conditions
precedent: 



        (a)  This
Amendment and all other agreements and instruments related thereto shall have been duly authorized, executed and delivered by each of the parties thereto, shall be
in form and substance satisfactory to each party thereto and an executed counterpart of each thereof shall have been received by each of the parties thereto. After giving effect to this Amendment, the
Operative Documents shall be in full force and effect as to all parties and no Default or Event of Default shall have occurred or be continuing. 


        (b)  Since
October 30, 2002, there shall have been no Material Adverse Effect. 




SECTION 4.    FEES AND EXPENSES.


        Borrower
agrees to pay all the reasonable fees and expenses of the Collateral Agent and the Lenders (including the reasonable expenses of their respective counsel) in connection with the
negotiation and preparation of this Amendment. 



SECTION 5.    MISCELLANEOUS. 


        Section 5.1.    Guarantor Obligations.    Each Guarantor hereby ratifies and affirms in
all respects its obligations under its guaranty and acknowledges that such guaranty shall remain in full force and effect. 


        Section 5.2.    Construction.    This Amendment shall be construed in connection with and as part of the Loan
Agreement, and except as modified and expressly amended by this Amendment, all terms, conditions and covenants contained in the Loan Agreement are hereby ratified and shall be and remain in full force
and effect. 


        Section 5.3.    Headings and Table of Contents.    The headings of the Sections of this Amendment are inserted
for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof and any reference to numbered Sections, unless otherwise indicated,
are to Sections of this Amendment. 


        Section 5.4.    References.    Any and all notices, requests, certificates and other instruments executed and
delivered after the execution and delivery of this Amendment may refer to the Loan Agreement without making specific reference to this Amendment but nevertheless all such references shall be deemed to
include this Amendment unless the context otherwise requires. 


        Section 5.5.    Counterparts.    This Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original but all together only one Amendment. 


        Section 5.6.    Governing Law.    This Amendment shall be governed by and construed in accordance under the
laws of the State of New York without regard to conflict of law principles (other than Title 14 of Article V of the New York General Obligation Law). 


[Signature
Pages begin on Next Page] 


3








        Executed and delivered as of this 3 day of December, 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/  MARC H. RUBINSTEIN      

	 	 	 	 	 	 	 	 	Name: Marc H. Rubinstein
	 	 	 	 	 	 	 	 	Title: General Counsel & Secretary








        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








        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








        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








        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 Risk, Capital Funding Group








        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








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



	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lender
	

 	
 	

By	
 	

/s/  GEORGE R. REYNOLDS      

	 	 	 	 	Name: George R. Reynolds
	 	 	 	 	Title: Vice President








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



	 	 	BEAR, STEARNS CORPORATE LENDING INC., as Lender
	

 	
 	

By	
 	

/s/  VICTOR BULZACCHELLI      

	 	 	 	 	Name: Victor Bulzacchelli
	 	 	 	 	Title: Authorized Signatory








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



	 	 	GMAC COMMERCIAL MORTGAGE CORPORATION, as Lender
	

 	
 	

By	
 	

/s/  JOHN HOPKINS      

	 	 	 	 	Name: John Hopkins
	 	 	 	 	Title: Vice President









	 	 	WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as Collateral Agent
	

 	
 	

By	
 	

/s/  NANCY M. DAHL      

	 	 	 	 	Name: Nancy M. Dahl
	 	 	 	 	Title: Trust Officer








        Each
of the undersigned hereby further confirms its continued guaranty of the obligations of the Borrower under the Loan Agreement, as amended hereby, pursuant to the terms of its
guaranty on this 3 day of December, 2002. 



	 	 	WYNN RESORTS, LIMITED,
 a Nevada corporation
	

 	
 	

By	
 	

/s/  MARC H. RUBINSTEIN      

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

 	
 	
VALVINO LAMORE, LLC,
 a Nevada limited liability company,
	 	 	By:	 	Wynn Resorts, Limited,

a Nevada corporation,

its sole member
	

 	
 	

 	
 	

By:	
 	

/s/  MARC H. RUBINSTEIN      

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

 	
 	
WYNN LAS VEGAS CAPITAL CORP., a Nevada corporation,
	

 	
 	

By:	
 	

/s/  MARC H. RUBINSTEIN      

	 	 	 	 	Name: Marc H. Rubinstein
	 	 	 	 	Title: Secretary
	

 	
 	
PALO, LLC,
 a Delaware limited liability company,
	

 	
 	

By:	
 	

Wynn Resorts Holdings, LLC,

a Nevada limited liability company,

its sole member
	

 	
 	

 	
 	

By:	
 	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member
	

 	
 	

 	
 	

 	
 	

By:	
 	

Wynn Resorts, Limited,

a Nevada corporation,

its sole member
	

 	
 	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/  MARC H. RUBINSTEIN      

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







	

 	
 	
DESERT INN WATER COMPANY, LLC,
 a Nevada limited liability company,
	

 	
 	

By:	
 	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member
	

 	
 	

 	
 	

By:	
 	

Wynn Resorts, Limited,

a Nevada corporation,

its sole member
	

 	
 	

 	
 	

By:	
 	

 	
 	

 	
 	

 	
 	

 
	 	 	 	 	 	 	/s/  MARC H. RUBINSTEIN      

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

 	
 	
WYNN RESORTS HOLDINGS, LLC,
 a Nevada limited liability company,
	

 	
 	

By:	
 	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member
	

 	
 	

 	
 	

By:	
 	

Wynn Resorts, Limited,

a Nevada corporation,

its sole member
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/  MARC H. RUBINSTEIN      

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

 	
 	
WYNN DESIGN & DEVELOPMENT, LLC,
 a Nevada limited liability company,
	

 	
 	

By:	
 	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member
	

 	
 	

 	
 	

By:	
 	

Wynn Resorts, Limited,

a Nevada corporation,

its sole member
	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/  MARC H. RUBINSTEIN      

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







	

 	
 	
WORLD TRAVEL, LLC,
 a Nevada limited liability company,
	

 	
 	

By:	
 	
WYNN LAS VEGAS, LLC,
 a Nevada limited liability company,
	

 	
 	

 	
 	

By:	
 	

Wynn Resorts Holdings, LLC,

a Nevada limited liability company,

its sole member
	

 	
 	

 	
 	

 	
 	

By:	
 	

Valvino Lamore, LLC,

a Nevada limited liability

company, its sole member
	

 	
 	

 	
 	

 	
 	

 	
 	

By:	
 	

Wynn Resorts, Limited, a

Nevada corporation, its sole

member
	

 	
 	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/  MARC H. RUBINSTEIN      

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

 	
 	
LAS VEGAS JET, LLC,
 a Nevada limited liability company,
	

 	
 	

By:	
 	
WYNN LAS VEGAS, LLC,
 a Nevada limited liability company,
	

 	
 	

 	
 	

By:	
 	

Wynn Resorts Holdings, LLC,

a Nevada limited liability company,

its sole member
	

 	
 	

 	
 	

 	
 	

By:	
 	

Valvino Lamore, LLC,

a Nevada limited liability

company, its sole member
	

 	
 	

 	
 	

 	
 	

 	
 	

By:	
 	

Wynn Resorts, Limited, a

Nevada corporation, its sole member
	

 	
 	

 	
 	

 	
 	

 	
 	

By:	
 	

/s/  MARC H. RUBINSTEIN      

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











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Amendment to Loan Agreement


AMENDMENT TO LOAN AGREEMENT