Second Amendment to Amended and Restated Master Disbursement Agreement



 EXHIBIT 10.1 
 SECOND AMENDMENT TO AMENDED AND RESTATED 
 MASTER DISBURSEMENT AGREEMENT 
 THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER DISBURSEMENT AGREEMENT (this “Amendment”) is made and entered into as of
November 6, 2007, by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company (the “Company”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Bank Agent (the “Bank Agent”), and DEUTSCHE BANK TRUST
COMPANY AMERICAS, as the Disbursement Agent (the “Disbursement Agent”), with respect to the following: 
 Recitals

 A. Disbursement Agreement. The undersigned are parties to that certain Amended and Restated Master Disbursement Agreement,
dated as of October 25, 2007 (as amended by that certain First Amendment to Amended and Restated Master Disbursement Agreement, dated as of October 31, 2007, and as further amended, amended and restated, supplemented or otherwise modified
from time to time, the “Disbursement Agreement”), among the Company, the Bank Agent and the Disbursement Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given in the Disbursement Agreement.

 B. Amendment. The undersigned desire to amend the Disbursement Agreement to reflect certain agreements of the parties hereto, all
as more particularly set forth herein. 
 Agreement 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agree as follows: 
  

	 	1.	AMENDMENTS. 

 a. Exhibit A to the Disbursement
Agreement is hereby amended by deleting the following from the definition of “Available Funds” therein: 
 “, plus,
(vii) the amount of any Senior Unsecured Debt (as defined in the Bank Credit Agreement) that could be incurred by the Company pursuant to Section 7.2(n) of the Bank Credit Agreement at such time”. 
 b. Exhibit A to the Disbursement Agreement is hereby amended by adding the following definition in appropriate alphabetical order therein: 







 ““Last Project Final Completion Date” means the Phase II Final Completion Date.”

 2. MISCELLANEOUS. Except as set forth in this Amendment, all other terms and provisions of the Disbursement Agreement remain
unmodified and in full force and effect. This Amendment shall be construed and enforced in accordance with the laws of the State of New York. In the event that any term or provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the fact that such term or provision is invalid, void or otherwise unenforceable shall in no way affect the validity or enforceability of any other term or provision contained herein. This
Amendment may be executed in any number of counterparts and when signed by all of the parties hereto shall constitute a single binding agreement. Delivery of an executed counterpart hereof by facsimile transmission shall be effective as delivery of
a manually executed counterpart. 
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written
above. 
 COMPANY: 
  

							
	 WYNN LAS VEGAS, LLC,
 a Nevada limited
liability company

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

			
		 	By:	 	 Wynn Resorts, Limited,
 a Nevada corporation,

 its sole member

				
		 		 	By:	 	 /s/ Kim Sinatra

		 		 	Name:	 	Kim Sinatra
		 		 	Title:	 	 Senior Vice President
 and General
Counsel


 [Signature Page to Second Amendment to 
 Amended and Restated Master Disbursement Agreement] 







 BANK AGENT: 
  

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS
		
	By:	 	 /s/ Mary Kay Coyle

	Name:	 	Mary Kay Coyle
	Title:	 	Managing Director
		
	By:	 	 /s/ Carin Keegan

	Name:	 	Carin Keegan
	Title:	 	Vice President
	
	DISBURSEMENT AGENT:
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS
		
	By:	 	 /s/ Mary Kay Coyle

	Name:	 	Mary Kay Coyle
	Title:	 	Managing Director
		
	By:	 	 /s/ Carin Keegan

	Name:	 	Carin Keegan
	Title:	 	Vice President

 [Signature Page to Second Amendment to 
 Amended and Restated Master Disbursement Agreement]