EX-4.2



 Exhibit 4.2 
 WYNN LAS VEGAS, LLC 
 and 

WYNN LAS VEGAS CAPITAL CORP., 
 as joint and several obligors 
 and 

KEVYN, LLC 
 LAS
VEGAS JET, LLC 
 WORLD TRAVEL, LLC 
 WYNN SHOW PERFORMERS, LLC 
 and 

WYNN SUNRISE, LLC, 

as Guarantors 

U.S. BANK NATIONAL ASSOCIATION, 
 as Trustee 
 Supplemental Indenture 

Dated as of May 22, 2013 
 Supplementing the Indenture 
 Dated as of October 19, 2009 

 
  

7.875% First Mortgage Notes due 2017 







 THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture” ), dated
as of May 22, 2013, among Wynn Las Vegas, LLC, a Nevada limited liability company (“Wynn Las Vegas”), and Wynn Las Vegas Capital Corp., a Nevada corporation (“Wynn Capital,” and together with Wynn Las Vegas,
the “Issuers”), as joint and several obligors, and Kevyn, LLC, a Nevada limited liability company, Las Vegas Jet, LLC, a Nevada limited liability company, World Travel, LLC, a Nevada limited liability company, Wynn Show Performers,
LLC, a Nevada limited liability company, and Wynn Sunrise, LLC, a Nevada limited liability company, as guarantors (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), under the
Indenture, dated as of October 19, 2009 (as supplemented to date, the “Indenture”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Indenture. 

W I T N E S S E T H: 

WHEREAS, the Issuers, the Trustee and the Guarantors have heretofore executed and delivered the Indenture providing for the
issuance by the Issuers of 7.875% First Mortgage Notes due 2017 (the “Notes”); 
 WHEREAS, to refinance
the Issuers’ existing debt, Wynn Las Vegas has, among other things, (i) made an offer to purchase for cash any and all of the outstanding Notes (the “Tender Offer”) and (ii) solicited consents from the Holders of the
Notes to certain proposed amendments to the Indenture (the “Consent Solicitation”), in each case, in accordance with the terms and conditions of an Offer to Purchase and Consent Solicitation Statement, dated May 15, 2013 (the
“Solicitation Statement”); 
 WHEREAS, Section 9.02 of the Indenture provides that, subject to the
terms of the Indenture, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, voting as a single class, the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture
and the Notes; 
 WHEREAS, the Holders of at least a majority in aggregate principal amount of the Notes outstanding have
duly consented to the proposed amendments set forth in this Supplemental Indenture in accordance with Sections 9.02 and 2.09 of the Indenture; 
 WHEREAS, the Issuers have heretofore delivered or are delivering contemporaneously herewith to the Trustee (i) copies of resolutions of the Board of Directors of each of the Issuers and the
Guarantors authorizing the execution of this Supplemental Indenture, (ii) evidence of the written consent of the Holders referred to in the immediately preceding paragraph, and (iii) the Officers’ Certificate and the Opinion of
Counsel described in Sections 14.04 and 14.05 of the Indenture; and 
 WHEREAS, all other acts and proceedings required
by law and the Indenture necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have
been complied with or have been duly done or performed. 

  
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 NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision
of the Indenture which, absent this Supplemental Indenture, might operate to limit such action, the parties hereto, intending to be legally bound hereby, agree as follows: 
 ARTICLE ONE 
 AMENDMENTS 

Section 1.01 Amendment of Definitions. 
 The Indenture is hereby amended by deleting the definitions of any terms that are only used in sections eliminated as a result of the amendments of the Indenture pursuant to this Supplemental Indenture.

 Section 1.02 Other Amendments. 
 (a) The Indenture is hereby amended to delete the text of each of the following sections in their entirety and to insert in lieu thereof the phrase “Intentionally Omitted”: 

(1) Section 3.10 entitled “Offer to Purchase by Application of Excess Proceeds;” 

(2) Section 4.03 entitled “Reports;” 

(3) Section 4.04 entitled “Compliance Certificate;” 

(4) Section 4.05 entitled “Taxes;” 

(5) Section 4.06 entitled “Stay, Extension and Usury Laws;” 

(vi) Section 4.07 entitled “Restricted Payments;” 

(vii) Section 4.08 entitled “Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries of Wynn
Las Vegas;” 
 (viii) Section 4.09 entitled “Incurrence of Indebtedness and Issuance of
Disqualified Stock;” 
 (ix) Section 4.10 entitled “Asset Sales;” 

(x) Section 4.11 entitled “Transactions With Affiliates;” 

(xi) Section 4.12 entitled “Liens;” 

(xii) Section 4.13 entitled “Line of Business;” 

(xiii) Section 4.14 entitled “Corporate and Organizational Existence;” 

(xiv) Section 4.15 entitled “Offer to Purchase Upon Change of Control;” 

  
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 (xv) Section 4.16 entitled “Events of Loss;” 

(xvi) Section 4.17 entitled “Designation of Restricted and Unrestricted Subsidiaries;” 

(xvii) Section 4.18 entitled “Limitation on Status as Investment Company;” 

(xviii) Section 4.19 entitled “Limitation on Sale and Leaseback Transactions;” 

(xix) Section 4.20 entitled “Limitation on Development of Golf Course Land;” 

(xx) Section 4.21 entitled “Restrictions on Payments of Management Fees;” 

(xxi) Section 4.22 entitled “Limitation on Issuances and Sales of Equity Interests in Wholly Owned Restricted
Subsidiaries;” 
 (xxii) Section 4.23 entitled “Amendments to Certain Agreements;”

 (xxiii) Section 4.24 entitled “Amendments to Operating Agreements and Charter Documents;”

 (xxiv) Section 4.25 entitled “Insurance;” 

(xxv) Section 4.26 entitled “Additional Collateral; Formation or Acquisition of Restricted Subsidiaries,
Designation of Unrestricted Subsidiaries as Restricted Subsidiaries or Permitted C-Corp. Conversion;” 

(xxvi) Section 4.27 entitled “Additional Collateral; Acquisition of Assets or Property;” 

(xxvii) Section 4.28 entitled “Further Assurances;” 

(xxviii) Section 4.29 entitled “Payments for Consent;” 

(xxix) Section 4.30 entitled “Restrictions on Activities of Wynn Capital;” 

Any and all references to the foregoing sections and any and all obligations thereunder related solely to such sections are hereby deleted throughout the
Indenture and shall be of no further force or effect. 
 (b) The Indenture is hereby amended to delete paragraphs (4),
(5) and (6) of subsection (a) of Section 5.01 entitled “Merger, Consolidation, or Sale of Assets.” 
 (c) The Indenture is hereby amended to delete subsections (c) through (n), inclusive, of Section 6.01 entitled “Events of Default.” 

(d) Any and all references in the Indenture to any of the foregoing sections, subsections, paragraphs, clauses or other terms that are
deleted pursuant to any of the foregoing provisions, and any and all obligations thereunder related solely to such sections, subsections, paragraphs, clauses and terms are hereby deleted throughout the Indenture, and shall be of no further force or
effect. 

  
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 ARTICLE TWO 
 MISCELLANEOUS 
 Section 2.01 Reference to and Effect on the Indenture.
This Supplemental Indenture shall become operative (the “Operative Date”) on the Settlement Date (as defined in the Solicitation Statement) only if Wynn Las Vegas receives the Requisite Consents (as defined in the Solicitation
Statement) and accepts for payment Notes representing at least a majority in aggregate principal amount of the Outstanding Notes (as defined in the Solicitation Statement). On and after the Operative Date, each reference in the Indenture to
“this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented by this Supplemental Indenture unless the context otherwise requires. The Indenture, as
supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.

 Section 2.02 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, SUBJECT TO APPLICABLE GAMING LAWS. 
 Section 2.03 Trust Indenture Act Controls. No modification of any provisions of the Indenture effected by this Supplemental Indenture is intended to eliminate or limit any provision of the
Indenture that is required to be included therein by the Trust Indenture Act of 1939, as amended, as in force as of the effectiveness of this Supplemental Indenture (the “TIA”). Without limiting the generality of the foregoing,
notwithstanding anything to the contrary in Section 1.02(a)(2) and (3) hereof, nothing herein shall eliminate the Issuers obligations under Sections §314(a) of the TIA. 

Section 2.04 Trustee Disclaimer; Trust. The recitals contained in this Supplemental Indenture shall be taken as the
statements of the Issuers, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The Trustee accepts the trust created by the
Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented hereby. 
 Section 2.05 Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall constitute but one and the
same instrument. 
 Section 2.06 Effect of Headings. The Article and Section headings herein are for convenience
only and shall not affect the construction hereof. 

  
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 Section 2.07 Severability. In case any provision of this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby. 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be
duly executed all as of the date hereof. 
 ISSUERS: 

 

			
	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:	 	 Kim Sinatra

		 	Name: Kim Sinatra
		 	Title: Senior Vice President and Secretary
	
	 WYNN LAS VEGAS CAPITAL CORP.,
 a Nevada corporation

		
	By:	 	 Kim Sinatra

		 	Name: Kim Sinatra
		 	Title: Secretary



  
 [Signature
Page to Supplemental Indenture] 








 GUARANTORS: 

 

			
	KEVYN, LLC,
	a Nevada limited liability company
		
	By:	 	Wynn Las Vegas, LLC,
		 	 a Nevada limited liability company,
 its sole member

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

		
	By:	 	Wynn Resorts, Limited,
		 	a Nevada corporation,
		 	its sole member
		
	By:	 	 Kim Sinatra

		 	Name: Kim Sinatra
		 	Title: Senior Vice President and Secretary
	
	LAS VEGAS JET, LLC,
	a Nevada limited liability company,
		
	By:	 	Wynn Las Vegas, LLC,
		 	 a Nevada limited liability company,
 its sole member

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

		
	By:	 	Wynn Resorts, Limited,
		 	a Nevada corporation,
		 	its sole member
		
	By:	 	 Kim Sinatra

		 	Name: Kim Sinatra
		 	Title: Senior Vice President and Secretary



  
 [Signature
Page to Supplemental Indenture] 








 
			
	WORLD TRAVEL, LLC,
	a Nevada limited liability company,
		
	By:	 	Wynn Las Vegas, LLC,
		 	a Nevada limited liability company,
		 	its sole member
		
	By:	 	Wynn Resorts Holdings, LLC,
		 	 a Nevada limited liability company,
 its sole member

		
	By:	 	Wynn Resorts, Limited,
		 	a Nevada corporation, its sole member
		
	By:	 	 Kim Sinatra

		 	Name: Kim Sinatra
		 	Title: Senior Vice President and Secretary



  
 [Signature
Page to Supplemental Indenture] 








 
			
	 WYNN SHOW PERFORMERS, LLC, 
 a Nevada limited liability company,

		
	By:	 	 Wynn Las Vegas, LLC,
 a Nevada
limited liability company,
 its sole member

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

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

		
	By:	 	Kim Sinatra
		 	Name: Kim Sinatra
		 	Title: Senior Vice President and Secretary


  

			
	 WYNN SUNRISE, LLC,
 a Nevada limited liability company,

		
	By:	 	 Wynn Las Vegas, LLC,
 a Nevada
limited liability company,
 its sole member

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

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

		
	By:	 	Kim Sinatra
		 	Name: Kim Sinatra
		 	Title: Senior Vice President and Secretary



  
 [Signature
Page to Supplemental Indenture] 








 
			
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	Raymond Haverstock
		 	Name: Raymond S. Haverstock
		 	Title: Vice President



  
 [Signature
Page to Supplemental Indenture]