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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2002

WYNN RESORTS, LIMITED
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
incorporation)		   000-50028
(Commission File Number)		   44-0484987
(IRS Employer Identification No.)

Wynn Las Vegas, LLC
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
incorporation)
 
333-98369
(Commission File Number)
 
88-0494878
(IRS Employer Identification No.)

Wynn Las Vegas Capital Corp.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction
incorporation)
 
333-98369
(Commission File Number)
 
46-0484992
(IRS Employer Identification No.)

and Other Registrants
(See Table of Other Registrants Listed Below)

 
 
 
 
 
3145 Las Vegas Boulevard South, Las Vegas, NV   89109
(Address of principal executive offices of each registrant)   (Zip Code)

 
 
 

(702) 733-4444
Registrants' telephone number, including area code

Not applicable
(Former name or former address, if changed since last report)

Other Registrants

Exact Name of Registrant as Specified in its Charter
   State or Other
Jurisdiction of
Incorporation
or Organization
   Commission File
Number
   I.R.S. Employer
Identification
Number
Desert Inn Water Company, LLC   Nevada   333-98369   88-0460932
Palo, LLC   Delaware   333-98369   88-0464820
Valvino Lamore, LLC   Nevada   333-98369   88-0459742
Wynn Design & Development, LLC   Nevada   333-98369   88-0462235
Wynn Resorts Holdings, LLC   Nevada   333-98369   88-0460933
World Travel, LLC   Nevada   333-98369   47-0846667
Las Vegas Jet, LLC   Nevada   333-98369   88-0460935
             

2


Item 5. Other Events.

        The Registrants are filing this joint Form 8-K to file an amendment to the loan agreement governing the furniture, fixtures and equipment loan facility and to refile the Master Disbursement Agreement entered into by Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp. and Wynn Design & Development, LLC to reflect certain corrections to Section 3.3.24 and Section 5.5 of such agreement.


Item 7. Exhibits.

3


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    WYNN RESORTS, LIMITED

 
 
 
 
 
    By: /s/  JOHN STRZEMP      
      Name: John Strzemp
      Title: Executive Vice President and Chief Financial Officer
Date: December 6, 2002        
         

4

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    VALVINO LAMORE, LLC

 
 
 
 
 
    By: WYNN RESORTS, LIMITED, its member

 
 
 
 
 
    By: /s/  JOHN STRZEMP      
      Name: John Strzemp
      Title: Executive Vice President and Chief Financial Officer
Date: December 6, 2002        
         

5

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    WORLD TRAVEL, LLC

 
 
 
 
 
    By: WYNN LAS VEGAS, LLC, its member

 
 
 
 
 
    By: WYNN RESORTS HOLDINGS, LLC, its member

 
 
 
 
 
    By: VALVINO LAMORE, LLC, its member

 
 
 
 
 
    By: WYNN RESORTS, LIMITED, its member

 
 
 
 
 
    By /s/  JOHN STRZEMP      
      Name: John Strzemp
      Title: Executive Vice President and Chief Financial Officer
Date: December 6, 2002        
         

6

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    LAS VEGAS JET, LLC

 
 
 
 
 
    By: WYNN LAS VEGAS, LLC, its member

 
 
 
 
 
    By: WYNN RESORTS HOLDINGS, LLC, its member

 
 
 
 
 
    By: VALVINO LAMORE, LLC, its member

 
 
 
 
 
    By: WYNN RESORTS, LIMITED, its member

 
 
 
 
 
    By: /s/  JOHN STRZEMP      
      Name: John Strzemp
      Title: Executive Vice President and Chief Financial Officer
Date: December 6, 2002        
         

7

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    WYNN DESIGN & DEVELOPMENT, LLC

 
 
 
 
 
    By: VALVINO LAMORE, LLC, its member

 
 
 
 
 
    By: WYNN RESORTS, LIMITED, its member

 
 
 
 
 
    By: /s/  JOHN STRZEMP      
      Name: John Strzemp
      Title: Executive Vice President and Chief Financial Officer
Date: December 6, 2002        
         

8

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    DESERT INN WATER COMPANY, LLC

 
 
 
 
 
    By: VALVINO LAMORE, LLC, its member

 
 
 
 
 
    By: WYNN RESORTS, LIMITED, its member

 
 
 
 
 
    By: /s/  JOHN STRZEMP      
      Name: John Strzemp
      Title: Executive Vice President and Chief Financial Officer
Date: December 6, 2002        
         

9

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    WYNN RESORTS HOLDINGS, LLC

 
 
 
 
 
    By: VALVINO LAMORE, LLC, its member

 
 
 
 
 
    By: WYNN RESORTS, LIMITED, its member

 
 
 
 
 
    By: /s/  JOHN STRZEMP      
      Name: John Strzemp
      Title: Executive Vice President and Chief Financial Officer
Date: December 6, 2002        
         

10

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    PALO, LLC

 
 
 
 
 
    By: WYNN RESORTS HOLDINGS, LLC, its member

 
 
 
 
 
    By: VALVINO LAMORE, LLC, its member

 
 
 
 
 
    By: WYNN RESORTS, LIMITED, its member

 
 
 
 
 
    By: /s/  JOHN STRZEMP      
      Name: John Strzemp
      Title: Executive Vice President and Chief Financial Officer
Date: December 6, 2002        
         

11

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    WYNN LAS VEGAS, LLC

 
 
 
 
 
    By: WYNN RESORTS HOLDINGS, LLC, its member

 
 
 
 
 
    By: VALVINO LAMORE, LLC, its member

 
 
 
 
 
    By: WYNN RESORTS, LIMITED, its member

 
 
 
 
 
    By: /s/  JOHN STRZEMP      
      Name: John Strzemp
      Title: Executive Vice President and Chief Financial Officer
Date: December 6, 2002        
         

12

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    WYNN LAS VEGAS CAPITAL CORP.

 
 
 
 
 
    By: /s/  JOHN STRZEMP      
      Name: John Stzremp
      Title: Executive Vice President and Chief Financial Officer
Date: December 6, 2002        
         

13



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Exhibit 10.1

MASTER DISBURSEMENT AGREEMENT

among

WYNN LAS VEGAS, LLC,

WYNN LAS VEGAS CAPITAL CORP.

and

WYNN DESIGN & DEVELOPMENT, LLC,

jointly and severally as the Company,

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Bank Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,

WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Disbursement Agent


TABLE OF CONTENTS

 
    
    
   Page

ARTICLE 1.—DEFINITIONS; RULES OF INTERPRETATION
 
2

 
 
1.1
 
Definitions
 
2
    1.2   Rules of Interpretation   2
    1.3   Conflict with a Facility Agreement   2

ARTICLE 2.—FUNDING
 
2

 
 
2.1
 
Representations Regarding Project Status
 
2
    2.2   Availability of Advances.   3
    2.3   Company Accounts.   3
    2.4   Mechanics for Obtaining Advances.   9
    2.5   Allocation of Advances.   16
    2.6   Disbursements.   17
    2.7   Payments of Interest and Fees   19
    2.8   FF&E Facility: Initial Advance and FF&E Reimbursement Amount Advance.   20
    2.9   Completion Date Procedures.   20
    2.10   Completion Guaranty Release Procedures   22
    2.11   Final Completion Procedures   22
    2.12   No Approval of Work   23
    2.13   Security   23

ARTICLE 3.—CONDITIONS PRECEDENT TO THE CLOSING DATE AND ADVANCES
 
23

 
 
3.1
 
Conditions Precedent to the Closing Date
 
23
    3.2   Conditions Precedent to Advances from Company's Funds Account Prior to Initial Disbursement from Second Mortgage Notes Proceeds Account   32
    3.3   Conditions Precedent to Advances   32
    3.4   No Waiver or Estoppel.   43
    3.5   Waiver of Conditions.   43

ARTICLE 4.—REPRESENTATIONS AND WARRANTIES
 
44

 
 
4.1
 
Organization
 
44
    4.2   Authorization; No Conflict   44
    4.3   Legality, Validity and Enforceability   44
    4.4   Compliance with Law, Permits and Operative Documents   44
    4.5   Permits   44
    4.6   Litigation   45
    4.7   Financial Statements.   45
    4.8   Security Interests.   45
    4.9   Existing Defaults   46

i

    4.10   Taxes.   47
    4.11   Business, Debt, Etc   47
    4.12   Representations and Warranties   47
    4.13   Environmental Laws   47
    4.14   Utilities   48
    4.15   In Balance Requirement   48
    4.16   Sufficiency of Interests and Project Documents.   48
    4.17   Intellectual Property   49
    4.18   Project Budget; Summary Anticipated Cost Report.   49
    4.19   Fees and Enforcement   50
    4.20   ERISA   50
    4.21   Subsidiaries and Beneficial Interest   50
    4.22   Labor Disputes and Acts of God   50
    4.23   Liens   51
    4.24   Title   51
    4.25   Investment Company Act   51
    4.26   Project Schedule   51
    4.27   Proper Subdivision   51
    4.28   Location of Accounts and Records   51
    4.29   Regulation U, Etc.   51
    4.30   Governmental Regulation   51
    4.31   Solvency   51
    4.32   Plans and Specifications   51

ARTICLE 5.—AFFIRMATIVE COVENANTS
 
52

 
 
5.1
 
Use of Proceeds; Repayment of Indebtedness.
 
52
    5.2   Existence, Conduct of Business, Properties, Etc.   52
    5.3   Diligent Construction of the Project   53
    5.4   Compliance with Legal Requirements   53
    5.5   Books, Records, Access   53
    5.6   Reports; Cooperation; Financial Statements.   53
    5.7   Notices   54
    5.8   Company Equity.   55
    5.9   Indemnification; Costs and Expenses   56
    5.10   Material Project Documents and Permits   56
    5.11   Storage Requirements for Off-Site Materials and Deposits   56
    5.12   Security Interest in Newly Acquired Property   56
    5.13   Plans and Specifications   56
    5.14   Payment and Performance Bonds   56
    5.15   Retainage Amounts   57
    5.16   Construction Consultant.   57
    5.17   Preserving the Project Security.   57
    5.18   Management Letters   58
    5.19   Governmental and Environmental Reports   58
    5.20   Insurance   58
    5.21   Application of Insurance and Condemnation Proceeds   58

ii

    5.22   Compliance with Material Project Documents   58
    5.23   Utility Easement Modifications   58
    5.24   Construction on Site   59
    5.25   FF&E Component   59

ARTICLE 6.—NEGATIVE COVENANTS
 
59

 
 
6.1
 
Waiver, Modification and Amendment.
 
59
    6.2   Scope Changes; Completion; Drawings.   60
    6.3   Amendment to Operative Documents   63
    6.4   Project Budget and Project Schedule Amendment   63
    6.5   No Other Powers of Attorney   64
    6.6   Opening   64
    6.7   Zoning and Contract Changes and Compliance   64
    6.8   No Joint Assessment; Separate Lots   64
    6.9   Additional Project Documents   64
    6.10   Unincorporated Materials   65

ARTICLE 7.—EVENTS OF DEFAULT
 
65

 
 
7.1
 
Events of Default
 
65
    7.2   Remedies   69

ARTICLE 8.—CONSULTANTS AND REPORTS
 
69

 
 
8.1
 
Removal and Fees
 
69
    8.2   Duties   69
    8.3   Acts of Disbursement Agent   69

ARTICLE 9.—THE DISBURSEMENT AGENT
 
70

 
 
9.1
 
Appointment and Acceptance
 
70
    9.2   Duties and Liabilities of the Disbursement Agent Generally.   70
    9.3   Particular Duties and Liabilities of the Disbursement Agent.   71
    9.4   Segregation of Funds and Property Interest   73
    9.5   Compensation and Reimbursement of the Disbursement Agent   73
    9.6   Qualification of the Disbursement Agent   73
    9.7   Resignation and Removal of the Disbursement Agent   74
    9.8   Merger or Consolidation of the Disbursement Agent   74
    9.9   Statements; Information.   74
    9.10   Limitation of Liability   75

ARTICLE 10.—SAFEKEEPING OF ACCOUNTS
 
76

 
 
10.1
 
Application of Funds in Company Accounts
 
76
    10.2   Event of Default   76
    10.3   Liens   76
    10.4   Perfection   76

iii

    10.5   Second Mortgage Notes Proceeds Account   76
    10.6   Bank Proceeds Account   77
    10.7   FF&E Proceeds Account   77

ARTICLE 11.—MISCELLANEOUS
 
77

 
 
11.1
 
Addresses
 
77
    11.2   Further Assurances   78
    11.3   Delay and Waiver   79
    11.4   Additional Security; Right to Set-Off   79
    11.5   Entire Agreement   79
    11.6   Governing Law   79
    11.7   Severability   79
    11.8   Headings   79
    11.9   Limitation on Liability   79
    11.10   Waiver of Jury Trial   80
    11.11   Consent to Jurisdiction   80
    11.12   Successors and Assigns   80
    11.13   Reinstatement   80
    11.14   No Partnership; Etc.   80
    11.15   Costs and Expenses.   81
    11.16   Agreements Among Funding Agents and Other Secured Parties.   83
    11.17   Counterparts   84
    11.18   Termination   84
    11.19   Amendments   84
    11.20   Suretyship Waivers   84

iv


EXHIBITS

Exhibit A   Definitions
Exhibit B-1   The Company's Closing Certificate
Exhibit B-2   Construction Consultant's Closing Certificate
Exhibit B-3   Insurance Advisor's Closing Certificate
Exhibit B-4   Company's Insurance Broker's Closing Certificate (Willis)
Exhibit B-5   Company's Insurance Broker's Closing Certificate (Near North)
Exhibit C-1   Advance Request and Certificate
Exhibit C-2   Construction Consultant's Advance Certificate
Exhibit C-3   Project Architect's Advance Certificate
Exhibit C-4   Prime Contractor's Advance Certificate
Exhibit C-5   Golf Course Designer's Advance Certificate
Exhibit C-6   Aqua Theater Designer's Advance Certificate
Exhibit C-7   Golf Course Contractor's Advance Certificate
Exhibit D   Notice of Advance Request
Exhibit E   Project Budget/Schedule Amendment Certificate
Exhibit F   Additional Contract Certificate
Exhibit G   Contract Amendment Certificate
Exhibit H-1   Project Budget
Exhibit H-2   Summary Anticipated Cost Report
Exhibit H-3   Line Item Category Detailed Anticipated Cost Report
Exhibit I   Project Schedule
Exhibit J   Schedule of Key Dates
Exhibit K   Required Consents and Approvals (Section 4.2)
Exhibit L   Realized Savings Certificate
Exhibit M   Schedule of Permits
Exhibit N-1   Company Permitted Encumbrances
Exhibit N-2   Valvino Permitted Encumbrances
Exhibit N-3   Wynn Resorts Holdings Permitted Encumbrances
Exhibit N-4   Palo Permitted Encumbrances
Exhibit N-5   DIIC Permitted Encumbrances
Exhibit O   Insurance Requirements
Exhibit P   Schedule of Security Filings
Exhibit Q   Opinion List
Exhibit R   Form of Payment and Performance Bond
Exhibit S   Form of Consent to Assignment
Exhibit T-1   Description of the Project
Exhibit T-2   Description of Eligible FF&E Equipment
Exhibit T-3   Description of FF&E Component
Exhibit T-4   Description of the Site
Exhibit T-5   [Intentionally Omitted]
Exhibit T-6   List of Plans and Specifications
Exhibit U   List of Contracts and all other Material Project Documents
Exhibit V-1   Form of Company's Twenty-Five Percent Completion Date Certificate
Exhibit V-2   Form of Construction Consultant's Twenty Five Percent Completion Date Certificate
Exhibit V-3   Form of Company's Fifty Percent Completion Date Certificate
Exhibit V-4   Form of Construction Consultant's Fifty Percent Completion Date Certificate
Exhibit V-5   Form of Company's Completion Guaranty Release Certificate

v

Exhibit V-6   Form of Construction Consultant's Completion Guaranty Release Certificate
Exhibit W-1   Form of Company's Completion Certificate
Exhibit W-2   Form of Construction Consultant's Completion Certificate
Exhibit W-3   Form of Project Architect's Completion Certificate
Exhibit W-4   Form of Prime Contractor's Completion Certificate
Exhibit W-5   Form of Golf Course Designer's Completion Certificate
Exhibit W-6   Form of Aqua Theater Designer's Completion Certificate
Exhibit W-7   Form of Golf Course Contractor's Completion Certificate
Exhibit W-8   Form of Parking Structure Contractor's Completion Certificate
Exhibit W-9   Form of Company's Opening Date Certificate
Exhibit W-10   Form of Prime Contractor's Opening Date Certificate
Exhibit W-11   Form of Construction Consultant's Opening Date Certificate
Exhibit W-12   Form of Project Architect's Opening Date Certificate
Exhibit W-13   Form of Company's Final Completion Certificate
Exhibit W-14   Form of Construction Consultant's Final Completion Certificate
Exhibit W-15   Form of Project Architect's Final Completion Certificate
Exhibit W-16   Form of Prime Contractor's Final Completion Certificate
Exhibit X-1   Safe Harbor Scope Changes
Exhibit X-2   Minimum Safe Harbor Scope Change Requirements
Exhibit Y-1   Form of Unconditional Release of Lien
Exhibit Y-2   Form of Conditional Release of Lien
Exhibit Z-1   Form of Bank Local Company Collateral Account Agreement
Exhibit Z-2   Form of Second Mortgage Notes Local Company Collateral Account Agreement
Exhibit Z-3   Form of FF&E Local Company Collateral Account Agreement
Exhibit AA   Ownership Structure

vi


Exhibit 10.1

        THIS MASTER DISBURSEMENT AGREEMENT (the "Agreement"), dated as of October 30, 2002, is entered into by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company ("Wynn Las Vegas"), WYNN LAS VEGAS CAPITAL CORP., a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST COMPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the initial Disbursement Agent.

RECITALS

        A.    The Project.    The Company proposes to develop, construct and operate the Le Rêve Casino Resort, a hotel and casino resort, with related parking structure and golf course facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.

        B.    Bank Credit Agreement.    Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc., as joint documentation agent, Dresdner Bank AG, New York and Grand Cayman Branches, as arranger and joint documentation agent, JP Morgan Chase Bank, as joint documentation agent and the Bank Lenders have entered into the Bank Credit Agreement pursuant to which the Bank Lenders have agreed, subject to the terms thereof and hereof, to provide certain revolving loans to Wynn Las Vegas in an aggregate principal amount not to exceed $750,000,000 and certain delay draw term loans to Wynn Las Vegas in an aggregate principal amount not to exceed $250,000,000, as more particularly described therein and herein. Of the Bank Revolving Facility amount, $747,000,000 is intended to finance Project Costs as more particularly described therein and herein. Valvino, Wynn Resorts Holdings and certain other guarantors have, pursuant to the Bank Guarantee and Collateral Agreement, guaranteed the obligations of Wynn Las Vegas under the Bank Credit Agreement.

        C.    Second Mortgage Notes Indenture.    Concurrently herewith, Wynn Las Vegas, Capital Corp., certain guarantors signatory thereto (including Valvino and Wynn Resorts Holdings) and the Indenture Trustee have entered into the Second Mortgage Notes Indenture pursuant to which Wynn Las Vegas and Capital Corp. will issue the Second Mortgage Notes due 2010 to finance Project Costs, as more particularly described therein and herein.

        D.    FF&E Facility Agreement.    Concurrently herewith, the Company, the FF&E Agent, and the FF&E Lenders have entered into the FF&E Facility Agreement pursuant to which the FF&E Lenders have agreed, subject to the terms thereof and hereof, to provide certain loans in an aggregate principal amount not to exceed $188,500,000 to finance acquisition and installation costs for the FF&E Component, as more particularly described therein and herein.

        E.    Intercreditor Agreements.    Concurrently herewith, (i) the Bank Agent (acting on behalf of itself and the Bank Lenders) and the Indenture Trustee (acting on behalf of itself and the Second Mortgage Note Holders) have entered into the Project Lenders Intercreditor Agreement and (ii) the Bank Agent (acting on behalf of itself and the Bank Lenders), the Indenture Trustee (acting on behalf of itself and the Mortgage Note Holders) and the FF&E Agent (acting on behalf of itself and the FF&E Lenders) have entered into the FF&E Intercreditor Agreement, pursuant to each of which the parties thereto have set forth certain intercreditor provisions, including the priority of the liens, the method of decision making among the Lenders party thereto, the arrangements applicable to actions in respect of approval

1


rights and waivers, the limitations on rights of enforcement upon default and the application of proceeds upon enforcement.

        F.    Completion Guaranty.    Concurrently herewith, the Completion Guarantor has executed in favor of the Bank Agent (acting on behalf of the Bank Lenders) and the Indenture Trustee (acting on behalf of the Second Mortgage Note Holders) the Completion Guaranty pursuant to which the Completion Guarantor has agreed, subject to the terms and limitations thereof, to guaranty completion of the Project and payment by the Company of certain Project Costs.

        G.    Purpose.    The parties are entering into this Agreement in order to set forth, among other things, (a) the mechanics for and allocation of the Company's requests for Advances under the various Facilities and from the Company's Funds Account, (b) the conditions precedent to the Closing Date, to the initial Advance and to subsequent Advances, (c) certain common representations, warranties and covenants of the Company in favor of the Funding Agents and the Lenders and (d) the common events of default and remedies.

AGREEMENT

        NOW, THEREFORE, in consideration of the Bank Agent, the Indenture Trustee, the Disbursement Agent, the FF&E Agent and the other Secured Parties entering into the respective Facility Agreements and Financing Agreements, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1.

—DEFINITIONS; RULES OF INTERPRETATION

        1.1.    Definitions.    Except as otherwise expressly provided herein, capitalized terms used in this Agreement and its exhibits shall have the meanings given in Exhibit A hereto. To the extent such terms are defined by reference to the Financing Agreements, such terms shall continue to have their original definitions notwithstanding any termination, expiration or amendment of such agreements unless each of the parties hereto is a signatory to any such amendment, in which case all references herein shall be to such terms or provisions as so amended.

        1.2.    Rules of Interpretation.    Except as otherwise expressly provided herein, the rules of interpretation set forth in Exhibit A hereto shall apply to this Agreement.

        1.3.    Conflict with a Facility Agreement.    This Agreement and each of the Facility Agreements is being drafted concurrently and are each intended to cover the respective matters specifically set forth therein. In the case of any express conflict between the terms of this Agreement and the terms of any Facility Agreement, the terms of this Agreement shall control.

ARTICLE 2.

—FUNDING

        2.1.    Representations Regarding Project Status.    The parties hereto acknowledge that prior to the date hereof, the Company has entered into certain Contracts in respect of the Project and has incurred and paid for certain Project Costs. In order to account for such costs for purposes of the funding procedures and mechanics set forth herein, the Company has certified and made certain representations in the Company's Closing Certificate as to various facts pertaining to the status of the Project, including, without limitation, the work performed, the Contracts entered into and the Project Costs incurred to date. The Company has further represented that the Project Budget attached hereto as Exhibit H-1, the Summary Anticipated Cost Report attached hereto as Exhibit H-2, the Monthly

2


Requisition Report attached as Appendix III to the Company's initial Advance Request submitted on the Closing Date and the Project Schedule attached hereto as Exhibit I are true and accurate in all material respects as of the Closing Date and incorporate and reflect the work performed and Project Costs incurred to date. Such certifications and representations of the Company have been confirmed by the Construction Consultant to the extent set forth in the Construction Consultant's Closing Certificate.

        2.2    Availability of Advances.    

        2.3    Company Accounts.    

3

4

5

6

7

8

        2.4    Mechanics for Obtaining Advances.    

9

10

        2.4.2    Final Notices From the Company.    

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        2.5    Allocation of Advances.    

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        2.6    Disbursements.    

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        2.7    Payments of Interest and Fees.    Until the Completion Date, the Company shall include in each Advance Request delivered pursuant to Sections 2.4.1(a) and 2.4.2(a) a request that an Advance be made to pay the interest and fees that will become due and payable under each of the Bank Credit Agreement, the Second Mortgage Notes and the FF&E Facility on or after the requested Advance Date under such Advance Request and prior to the immediately succeeding Advance Date. Each such Advance Request shall specify the Facility, the amount and the date on which such interest or fees will become due and payable. If the Company fails to set forth such information in any Advance Request or fails to deliver timely any Advance Request, then the Bank Agent, the Indenture Trustee and the FF&E Agent as to their respective Facilities may deliver such information and a request for payment to the Disbursement Agent upon which request the Disbursement Agent shall revise the Advance Request and related Notice of Advance Request to provide for such payment. The Company acknowledges that failure of any notice referenced in this Section 2.7 to be delivered to the Disbursement Agent shall not in any way exonerate or diminish the Company's obligation to make all payments under each of the Bank Credit Agreement, the Second Mortgage Notes and the FF&E Facility as and when due. Subject

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to the provisions of Section 10.2 and the Company Collateral Account Agreements, the Disbursement Agent shall apply amounts on deposit in the Interest Payment Account and, to the extent set forth in Section 2.5.6, the Second Mortgage Notes Proceeds Account, to the payment of interest and fees under the Bank Credit Agreement, the Second Mortgage Notes and/or the FF&E Facility, in each case, on the date that the Disbursement Agent is advised such amounts will become due and payable. The Company shall not be permitted to obtain Advances for the purpose of paying interest, fees or other Debt Service at any time after the Completion Date, except for amounts payable from the Second Mortgage Notes Proceeds Account in accordance with Section 2.5.6.

        2.8    FF&E Facility: Initial Advance, FF&E Reimbursement Amount Advance, and Cash Management Account Reimbursements.    

        On the Closing Date, the Company shall include in its initial Advance Request delivered pursuant to Sections 2.4.1(a) and 2.4.2 a request to Advance, and each FF&E Lender shall Advance, to the extent of its "Aircraft Commitment Percentage" (as defined in the FF&E Facility), $38,000,000 under the FF&E Facility of which $28,523,995.42 shall be delivered directly to the FF&E Agent who will then distribute such amount to the Original Aircraft Lender in order to refinance the purchase of the Aircraft and $9,476,004.58 shall be deposited into the Company's Funds Account. On the date the Company delivers a preliminary Advance Request pursuant to Sections 2.4.1(a) and 2.4.2 requesting an Advance from the Second Mortgage Notes Proceeds Account that leaves only the Second Mortgage Notes Interest Reserve Amount on deposit in such Account, the Company shall include in such preliminary Advance Request, the FF&E Reimbursement Advance which, subject to any revisions thereto pursuant to Section 2.4.1(e), the FF&E Lenders shall Advance and which shall be deposited in the Company's Funds Account to be applied to pay Project Costs in accordance with the terms hereof. Thereafter, as an additional reimbursement mechanism, on each date the Company delivers a preliminary Advance Request pursuant to Sections 2.4.1(a) and 2.4.2 requesting a replenishment of the Soft Costs Cash Management Account and/or the Hard Costs Cash Management Account, the FF&E Lenders shall, pursuant to Section 2.5.1(a)(iii) advance 75% of the Project Costs previously paid for by the Company from the Soft Costs Cash Management Account and the Hard Costs Cash Management Account, as the case may be, in respect of items that have been or are then being designated as FF&E Component in accordance with Section 2.4.1, which amounts shall be transferred pursuant to Section 2.6.1(b) from the FF&E Proceeds Account to replenish such accounts. If the Company fails to set forth such information in any Advance Request or fails to deliver timely any Advance Request, then the Bank Agent or the Indenture Trustee shall deliver such information and a request for Advance to the Disbursement Agent upon which request the Disbursement Agent shall revise the Advance Request and related Notice of Advance Request to provide for such Advance.

        2.9    Completion Date Procedures.    

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        2.10    Completion Guaranty Release Procedures.    

        2.11    Final Completion Procedures.    On the Final Completion Date, the Disbursement Agent shall (a) in the event that the Final Completion Date shall have occurred prior to the expiration of the six (6) month period commencing on the Completion Date, (i) withdraw all remaining funds from the Bank Proceeds Account and deliver such funds to the Bank Agent, and (ii) withdraw all remaining funds from the FF&E Proceeds Account and deliver such funds to the FF&E Agent, (b) release to the Completion Guarantor all other amounts on deposit in the Completion Guaranty Deposit Account and (c) release to the Company all other amounts on deposit in the Company Accounts, other than the Project Liquidity Reserve Account (unless at such time the Company has satisfied the release conditions set forth in Section 7.27 of the Bank Credit Agreement (as confirmed by the Bank Agent) and Section 10.03 of the Second Mortgage Notes Indenture, in which case the amounts on deposit in the Project Liquidity Reserve Account shall be applied as provided in the Bank Credit Agreement and the Second Mortgage Notes Indenture). The Disbursement Agent may rely on the certifications of the Company, the Construction Consultant, the Project Architect and the Prime Contractor set forth in their respective Final Completion Certificates in determining whether the Final Completion Date has occurred.

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        2.12    No Approval of Work.    The making of any Advance shall not be deemed an approval or acceptance by the Disbursement Agent, any Funding Agent, any Lender or the Construction Consultant (except to the extent set forth in the Construction Consultant Engagement Letter, and then only for the benefit of the Lenders) of any work, labor, supplies, materials or equipment furnished or supplied with respect to the Project.

        2.13    Security.    The Obligations shall be secured by the Project Security in accordance with the Security Documents. Further, all funds advanced by the Bank Lenders to complete the Project or to protect the rights and interests of the Secured Parties under the Financing Agreements are deemed to be obligatory advances and are to be added to the total indebtedness secured by each of the respective Facilities' Security Documents (including, with respect to the Bank Credit Facility and the Second Mortgage Notes, their respective Deeds of Trust). All sums so advanced shall be secured by each such Deed of Trust with the same priority of lien as the security for any other obligations secured thereunder.

ARTICLE 3.

—CONDITIONS PRECEDENT TO
THE CLOSING DATE AND ADVANCES

        3.1    Conditions Precedent to the Closing Date.    The occurrence of the Closing Date is subject to the prior satisfaction of each of the conditions precedent hereinafter set forth in this Section 3.1 in form and substance satisfactory to each of the Bank Agent, the Representatives of the Underwriters and the FF&E Agent in its sole discretion. Subject to Section 3.4, by executing this Agreement (or, in the case of (a) the Representatives of the Underwriters, by purchasing the Second Mortgage Notes, (b) the Bank Lenders, by becoming a party to the Bank Credit Agreement and (c) the FF&E Lenders, by becoming a party to the FF&E Facility Agreement) each of the Bank Agent, the Representatives of the Underwriters and the FF&E Agent shall be deemed to have confirmed that it has become satisfied that each of the following conditions precedent applicable to its Facility in this Section 3.1 has been satisfied.

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        3.2    Conditions Precedent to Advances from Company's Funds Account Prior to Initial Disbursement from Second Mortgage Notes Proceeds Account.    Prior to the initial disbursement of funds from the Second Mortgage Notes Proceeds Account pursuant to Section 2.5.2 and Section 3.3, the obligation of the Disbursement Agent to make Advances hereunder from the Company's Funds Account is subject to the prior satisfaction of each of the conditions precedent set forth in Sections 3.3.1, 3.3.2, 3.3.3, 3.3.5, 3.3.6, 3.3.7, 3.3.9, 3.3.10, 3.3.11, 3.3.12, 3.3.14, 3.3.16 and 3.3.18. The parties hereto, however, agree that the purpose of the foregoing conditions precedent is to enable the Secured Parties and the Construction Consultant to track the progress of the Project so as to be in a position to determine, at such time as the Company requests an Advance pursuant to Section 3.3, whether the conditions set forth therein have been satisfied. Accordingly, upon the request of the Company at any time prior to initial disbursement of funds from the Second Mortgage Notes Proceeds Account, the Disbursement Agent shall release funds from the Company's Funds Account notwithstanding the failure to satisfy any of the above-enumerated conditions precedent (other than Sections 3.3.5 and 3.3.16 (provided that notwithstanding any other items required to be set forth in an Advance Request, the Advance Request submitted by the Company needs only to include the date of the requested Advance from the Company's Funds Account, the amount of such Advance, the payees and/or Accounts to which such Advance shall be paid and/or transferred and a certification to the effect that the conditions set forth in Section 3.3.16 are satisfied (except for obtaining third party consents)). The Company acknowledges, however, that any inability on its part to satisfy the conditions set forth in this Section 3.2 may be an early indication that, at such time as the Company requests an Advance in accordance with Section 3.3, it may not be able to satisfy the conditions set forth therein. Further, in the event funds are disbursed to the Company from the Company's Funds Account without satisfying the conditions set forth in this Section 3.2, any funds so released and expended may not be taken into consideration for purposes of Sections 3.3.18 and/or 3.3.24. The Company acknowledges and agrees that, regardless of the amounts of funds expended by the Company in furtherance of the Project, no funds shall be advanced by the Bank Lenders or the FF&E Lenders (other than the initial Advance of $38,000,000) or disbursed from the Second Mortgage Notes Proceeds Account unless all of the conditions set forth in Section 3.3 hereof have been satisfied or waived.

        3.3    Conditions Precedent to Advances.    The obligation (a) of the Bank Lenders to make Advances of Loans by depositing funds in the Disbursement Account, by transferring funds from the Bank Proceeds Account to the Disbursement Account or by issuing a Letter of Credit, (b) of the Indenture Trustee to make Advances by releasing funds from the Second Mortgage Notes Proceeds Account hereunder, (c) of the FF&E Lenders to make Advances of Loans (other than the initial Advance of $38,000,000 under the FF&E Facility pursuant to Section 2.5.1(b)) by depositing funds in the FF&E Proceeds Account, by transferring funds from the FF&E Proceeds Account to the Company's FF&E Payment Account or by advancing funds towards the acquisition of any replacement Aircraft pursuant to the terms and conditions contained in the FF&E Facility Agreement and (d) of the Disbursement

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Agent to make Advances hereunder from the Company's Funds Account after the initial disbursement of funds from the Second Mortgage Notes Proceeds Account are subject to the prior satisfaction of each of the following conditions precedent in form and substance reasonably satisfactory to the Disbursement Agent in its reasonable discretion:

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        3.4    No Waiver or Estoppel.    

        3.5    Waiver of Conditions.    

        From the initial funding of the Second Mortgage Notes through and until the amount remaining in the Second Mortgage Notes Proceeds Account equals but does not exceed the Second Mortgage Notes Interest Reserve Amount, the Indenture Trustee (acting under the Second Mortgage Notes Indenture) shall be entitled to waive the conditions precedent under Sections 3.2 and 3.3 of this Agreement with respect to Advances from the Second Mortgage Notes Proceeds Account and the Company's Funds Account without Bank Agent's or the FF&E Agent's consent. Thereafter, the Bank Agent (acting under the Bank Credit Agreement) shall be entitled to waive the conditions precedent under Section 3.3 with respect to Advances under the Bank Credit Facility and from the Company's Funds Account without the Indenture Trustee's or the FF&E Agent's consent. The FF&E Agent (acting under the FF&E Facility Agreement) shall at all times be entitled to waive the conditions precedent under

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Section 3.3 with respect to Advances under the FF&E Facility without the Bank Agent's or the Indenture Trustee's consent.

ARTICLE 4.

—REPRESENTATIONS AND WARRANTIES

        The Company makes all of the following representations and warranties to and in favor of the Funding Agents, the Lenders and the Disbursement Agent as of the Closing Date and the date of each Advance, except as such representations relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). All of these representations and warranties shall survive the Closing Date and the Advances until, with respect to each Funding Agent and the Lenders, the Obligations under such Funding Agent's and Lenders' respective Facilities have been repaid in full in immediately available funds and their respective Facility Agreements and the other respective Financing Agreements and the commitments thereunder have terminated.

        4.1    Organization.    Each of the Loan Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite corporate or limited liability company power and authority to carry on its business as now conducted and (i) to own or hold under lease and operate the properties it purports to own or hold under lease, (ii) to carry on its business as now being conducted and as now proposed to be conducted in respect of the Project, (iii) to incur Indebtedness and create a Lien on its property, and (iv) to execute, deliver and perform under each of the Operative Documents to which it is a party.

        4.2    Authorization; No Conflict.    Each of the Loan Parties has taken all necessary corporate or limited liability company action, as the case may be, to authorize the execution, delivery and performance of the Financing Agreements and the other Operative Documents to which it is a party, and neither the execution, delivery or performance thereof nor the consummation of the transactions contemplated thereby by each such Loan Party, (a) does or will contravene the formation documents or any other Legal Requirement then applicable to or binding on each such Loan Party, (b) does or will contravene or result in any breach or constitute any default under, or result in or require the creation of any Lien upon any of such Loan Party's properties or under any security or agreement or instrument to which such Loan Party is a party or by which it or any of its respective properties may be bound, except for Permitted Liens or (c) does or will require the consent or approval of any Person other than as set forth on Exhibit K or Exhibit M.

        4.3    Legality, Validity and Enforceability.    Each of the Operative Documents to which the Loan Parties are a party is a legal, valid and binding obligation of each such Loan Party, as the case may be, enforceable against the Loan Parties, as the case may be, in accordance with its terms, subject only to bankruptcy and similar laws and principles of equity. None of the Operative Documents to which the Loan Parties are a party has been amended or modified except in accordance with this Agreement.

        4.4    Compliance with Law, Permits and Operative Documents.    Each Loan Party is in compliance with all Legal Requirements (including all Environmental Laws) and Permits and Operative Documents to which it is a party, and no notices of violation of any Permit or Operative Document relating to the Project have been issued, entered or received by any Loan Party, in each case, except for non-compliance or violations that could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

        4.5    Permits.    There are no Permits that are required or will become required under existing Legal Requirements for the ownership, development, construction, financing or operation of the Project, other than the Permits described in Exhibit M. Exhibit M accurately states the stage in construction by which each such Permit is required to be obtained. Each Permit described in Exhibit M

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as required to be obtained by the date that this representation is deemed to be made is in full force and effect and is not at such time subject to any appeals or further proceedings or to any unsatisfied condition (that is required to be satisfied by the date that this representation is deemed to be made) that could reasonably be expected to materially and adversely modify any Permit, to revoke any Permit, to restrain or prevent the construction or operation of the Project or otherwise impose adverse conditions on the Project or the financing contemplated under the Financing Agreements. Each Permit described in Exhibit M as not required to have been obtained by the date that this representation is deemed to be made (other than the gaming license) is of a type that is routinely granted on application and compliance with the conditions for issuance. The Company has no reason to believe that any Permit so indicated will not be obtained before it becomes necessary for the ownership, development, construction, financing or operation of the Project or that obtaining such Permit will result in undue expense or delay. Neither the Company nor any of its Affiliates are in violation of any condition in any Permit the effect of which could reasonably be expected to have a Material Adverse Effect.

        4.6    Litigation.    There are no pending or, to the Company's knowledge, threatened actions, suits, proceedings or investigations of any kind, including actions or proceedings of or before any Governmental Authority, to which any Loan Party or Major Project Participant (other than any Loan Party) is a party or is subject, or by which any of them or any of their properties or the Project are bound that could reasonably be expected to have a Material Adverse Effect nor, is the Company aware of any reasonable basis for any such action, suit, proceeding or investigation.

        4.7    Financial Statements.    

        4.8    Security Interests.    

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        4.9    Existing Defaults.    There is no default or event of default under any of the Financing Agreements or Material Project Documents and no Potential Event of Default or Event of Default hereunder.

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        4.10    Taxes.    

        4.11    Business, Debt, Etc.    None of Wynn Las Vegas, Capital Corp. and Wynn Design has conducted any business other than a Permitted Business. The Company has no outstanding Indebtedness other than Indebtedness incurred under the Financing Agreements or permitted under the Financing Agreements.

        4.12    Representations and Warranties.    As of the Closing Date (in each case except to the extent related to a different date in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), all representations and warranties of each Loan Party and, to the Company's knowledge, each Major Project Participant (other than any Loan Party) contained in the Financing Agreements and/or Material Project Documents, as applicable, are true and correct in all material respects and the Company hereby confirms each such representation and warranty of the Company with the same effect as if set forth in full herein.

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

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        4.14    Utilities.    All utility services necessary for the construction and the operation of the Project for its intended purposes are or will be available at the Site as and when required on commercially reasonable terms.

        4.15    In Balance Requirement.    As of each Advance Date the Project is In Balance.

        4.16    Sufficiency of Interests and Project Documents.    

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        4.17    Intellectual Property.    The Company owns or has the right to use all patents, trademarks, permits, service marks, trade names, copyrights, franchises, formulas, licenses and other rights with respect thereto, that are necessary for the operation of its business as contemplated in the Operative Documents, except where failure to obtain such rights could not reasonably be expected to result in a Material Adverse Effect. Nothing has come to the attention of the Company to the effect that any product, process, method, substance, part or other material presently contemplated to be sold by or employed by the Company in connection with its business will infringe any license or other right owned by any other Person.

        4.18    Project Budget; Summary Anticipated Cost Report.    

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        4.19    Fees and Enforcement.    Other than amounts that have been paid in full or will have been paid in full by the Closing Date, no fees or taxes, including without limitation stamp, transaction, registration or similar taxes, are required to be paid by the Loan Parties for the legality, validity, or enforceability of this Agreement or any of the other Operative Documents.

        4.20    ERISA.    Either (a) there are no ERISA Plans or Multiemployer Plans for the Company or any member of the Controlled Group or (b) (i) the Company and each member of the Controlled Group have fulfilled their obligations (if any) under the minimum funding standards of ERISA and the Code for each ERISA Plan and for contributions to any Multiemployer Plan; (ii) each Plan is an compliance in all material respects with the currently applicable provisions of ERISA and the Code; (iii) neither the Company nor any member of the Controlled Group has incurred any liability to the PBGC or an ERISA Plan under Title IV of ERISA (other than liability or contributions for premiums due in the ordinary course). Assuming that the credit extended hereunder does not involve the assets of any Plans for the Company or any member of the Controlled Group, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will involve a "prohibited transaction" with respect to any Plans within the meaning of 406 of ERISA or Section 4975 of the Code which is not exempt under Section 408 of ERISA or under Section 4975(d) of the Code.

        4.21    Subsidiaries and Beneficial Interest.    As of the Closing Date, Wynn Resorts, Limited is the sole member of Valvino. As of the Closing Date, the direct Subsidiaries of Valvino and each other Loan Party are shown on Exhibit AA and neither Valvino nor any other Loan Party has any direct Subsidiaries or owns the whole or any part of the issued share capital or other direct ownership interest of any company or corporation or other Person except as shown on Exhibit AA. As of the Closing Date (i) Valvino is the sole member of Wynn Resorts Holdings, and as such, Valvino has the power and authority to execute documents on behalf of Wynn Resorts Holdings; and (ii) Wynn Resorts, Limited, a Nevada corporation, is the managing member of Valvino, and as such, Wynn Resorts, Limited has the power and authority to execute documents on behalf of both Valvino and Wynn Resorts Holdings.

        4.22    Labor Disputes and Acts of God.    Neither the business nor the properties of any Loan Party, nor, to the knowledge of the Company, any Major Project Participant is affected by any fire, explosion, accident, strike, lockout or other labor dispute (except as set forth in Exhibit R-2 as in effect on the Closing Date), drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casualty or event of force majeure, that could reasonably be expected to have a Material Adverse Effect.

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        4.23    Liens.    Except for Permitted Liens, the Loan Parties have not secured or agreed to secure any Indebtedness by any Lien upon any of their present or future revenues or assets or Capital Stock. The Loan Parties do not have outstanding any Lien or obligation to create Liens on or with respect to any of their properties or revenues, other than Permitted Liens and as provided in the Security Documents.

        4.24    Title.    Each of the Loan Parties owns and has good, legal and beneficial title to the property, assets and revenues of the Project which it purports to grant Liens pursuant to the Security Documents free and clear of all Liens, except Permitted Liens.

        4.25    Investment Company Act.    None of Wynn Las Vegas, Capital Corp., Wynn Design and any of their respective Affiliates is an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940.

        4.26    Project Schedule.    To the Company's knowledge, the Project Schedule accurately specifies in summary form the work that the Company proposes to complete in each calendar quarter from the Closing Date through the Final Completion of the Project, all of which is expected to be achieved.

        4.27    Proper Subdivision.    Each of the Phase II Land, the Golf Course Land, the Water Utility Land and the Casino Land has been properly subdivided or entitled to exception therefrom, and constitutes a separate legal lot or parcel.

        4.28    Location of Accounts and Records.    The Company's books of accounts and records are located at 3145 Las Vegas Boulevard South, Las Vegas, Nevada. Wynn Las Vegas' federal employer identification number is 88-0494875. Capital Corp.'s federal employer identification number is 46-0484992. Wynn Design's federal employer identification number is 88-0462235.

        4.29    Regulation U, Etc.    None of the Loan Parties are engaged principally, or as one of its principal activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (as defined in Regulations T, U or X of the Federal Reserve Board), and no part of the proceeds of the Advances or the revenues from the Project will be used by the Company or any other Loan Party to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or otherwise in violation of Regulations T, U or X.

        4.30    Governmental Regulation.    No Loan Party other than Desert Inn Improvement 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 or condition its ability to incur Indebtedness other than the Nevada Gaming Laws which may otherwise render all or any portion of the Obligations unenforceable. Desert Inn Improvement is a public utility subject to regulation by the Public Utilities Commission of Nevada. Incurrence of the Obligations under the Financing Agreements complies with all applicable provisions of the Nevada Gaming Laws subject to any informational filings or reports required by Nevada Gaming Commission Regulation Section 8.130, which filings and reports shall be made within the time period required under 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, which approvals shall be sought by the Company prior to the Opening Date, when the gaming license is applied for.

        4.31    Solvency.    Each Loan Party is, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection with the Operative Documents will be and will continue to be, Solvent.

        4.32    Plans and Specifications.    The Plans and Specifications (a) are, to the Company's knowledge as of the Closing Date, based on reasonable assumptions as to all legal and factual matters material thereto, (b) are, and except to the extent permitted under Sections 6.1 and 6.2 will be from time to

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time, consistent with the provisions of the Operative Documents in all material respects and with the "Premises and Assumptions" (as defined in the Prime Construction Contract), (c) have been prepared in good faith with due care, and (d) fairly represent the Company's expectation as to the matters covered thereby. The Final Plans and Specifications (i) have been prepared in good faith with due care, and (ii) are accurate in all material respects and fairly represent the Company's expectation as to the matters covered thereby.

ARTICLE 5.

—AFFIRMATIVE COVENANTS

        The Company covenants and agrees, with and for the benefit of the Funding Agents, the Lenders and the Disbursement Agent that until this Agreement is terminated pursuant to Section 11.20 hereof, it will:

        5.1    Use of Proceeds; Repayment of Indebtedness.    

        5.2    Existence, Conduct of Business, Properties, Etc.    Except as otherwise expressly permitted (a) under this Agreement or (b) under Section 6.4 of the Bank Credit Agreement, (i) maintain and

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preserve, and cause each other Loan Party to maintain and preserve, their existence and all rights, privileges and franchises necessary in the normal conduct of their business, and (ii) engage only in the businesses contemplated or permitted by the Financing Agreements and the Operative Documents.

        5.3    Diligent Construction of the Project.    Take or cause to be taken all action, make or cause to be made all contracts and do or cause to be done all things necessary to construct the Project diligently in accordance with the Prime Construction Contract, the Final Plans and Specifications and the other Operative Documents.

        5.4    Compliance with Legal Requirements.    Promptly and diligently (a) own (or, to the extent contemplated hereunder or under the other Financing Agreements, lease), construct, maintain and operate the Project in compliance in all material respects with all applicable Legal Requirements, including, but not limited to Environmental Laws and (b) procure, maintain and comply, or cause to be procured, maintained and complied with, in all material respects, all Permits required for any ownership, development, construction, financing, maintenance or operation of the Project or any part thereof at or before the time each such Permit becomes necessary for the ownership, development, construction, financing, maintenance or operation of the Project, as the case may be, as contemplated by the Operative Documents, except that the Company may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of any such Legal Requirements, provided that, (i) none of the Funding Agents, the Disbursement Agent, any of the Lenders or the Company would be subject to any criminal liability for failure to comply therewith and (ii) all proceedings to enforce such Legal Requirements against the Funding Agents, the Disbursement Agent, any of the Lenders, the Company, or the Project or any part of any of them, shall have been duly and effectively stayed during the entire pendency of such contest, except, unless any such proceedings are brought against any of the Lenders or the Disbursement Agent, where failure to procure such stay could not reasonably be expected to result in a Material Adverse Effect.

        5.5    Books, Records, Access.    Maintain adequate books, accounts and records with respect to the Company and each other Loan Party and the Project in compliance with the regulations of any Governmental Authority having jurisdiction thereof and, with respect to financial statements, in accordance with GAAP consistently applied. Subject to reasonable safety requirements and the rights of other Persons, the Company shall, at its cost and expense, permit employees or agents of the Funding Agents, the Lenders and the Construction Consultant at any reasonable times and upon reasonable prior notice to inspect the Project, to examine or audit all of the Company's books, accounts and records pertaining or related to the Project, to make copies and memoranda thereof. For all expenditures with respect to which Advances are made, the Company shall retain, until at least three (3) years after each Funding Agent has received the report specified in Section 5.6.1 with respect to the last Advance made by such Funding Agent, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures.

        5.6    Reports; Cooperation; Financial Statements.    

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        5.7    Notices.    Promptly, upon acquiring notice or giving notice, or obtaining knowledge thereof, as the case may be, provide to the Disbursement Agent, and the Construction Consultant and the Funding Agents written notice of:

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        5.8    Company Equity.    

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        5.9    Indemnification; Costs and Expenses.    Pay all amounts required to be paid by the Company pursuant to Section 11.15.

        5.10    Material Project Documents and Permits.    Deliver to the Disbursement Agent, the Funding Agents and the Construction Consultant promptly, but in no event later than twenty (20) days after the receipt thereof by the Company, copies of (a) all Material Project Documents and Permits described on Exhibit M that are obtained or entered into by the Company or any other Loan Party after the Closing Date, (b) any amendment, supplement or other modification to any Permit received by the Company or any other Loan Party after the Closing Date.

        5.11    Storage Requirements for Off-Site Materials and Deposits.    Cause all Unincorporated Materials to be stored and identified in accordance with the requirements of Section 3.3.26.

        5.12    Security Interest in Newly Acquired Property.    If the Company or any Loan Party shall at any time acquire any interest in property not covered by the Security Documents (other than property in which, pursuant to the Financing Agreements, the Company or such Loan Party is not required to grant a security interest in favor of any Secured Party) or enter into a Material Project Document, and if the same is not automatically perfected by virtue of the after-acquired property clause of the Security Document, promptly upon such acquisition or execution, execute, deliver and record or cause such Loan Party to execute, deliver and record a supplement to the Security Documents reasonably satisfactory in form and substance to each Funding Agent, if any, who, pursuant to the Financing Agreements, is entitled to have a security interest in such property, subjecting such interests to the Lien and security interests created by the applicable Security Documents (with the priority contemplated thereby in favor of each Secured Party).

        5.13    Plans and Specifications.    Provide to the Disbursement Agent and the Construction Consultant copies of, and maintain at the Site, a complete set of Final Plans and Specifications, as in effect from time to time.

        5.14    Payment and Performance Bonds.    Cause the Prime Contractor to cause each Subcontractor (working under a Subcontract with a value or contract price of more than $25,000,000), within fifteen (15) calendar days after execution of its Subcontract, to provide a Payment and Performance Bond to secure its obligations under its respective Subcontract. Cause the Prime Contractor to within five (5) days after the Closing Date, provide the Prime Contractor Payment and Performance Bond to secure its obligations under the Prime Construction Contract. Each such Payment and Performance Bond shall name the Bank Agent and the Indenture Trustee as additional obligees and shall otherwise be in substantially the form of Exhibit R hereto. Promptly after receipt thereof, deliver the originals of such Payment and Performance Bonds to the Disbursement Agent with a copy to the Construction Consultant.

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        5.15    Retainage Amounts.    Withhold from each Contractor providing labor at the Site (excluding the Parking Structure Contractor), and cause each such Contractor to withhold from its first tier Subcontractors performing labor at the Site, a retainage equal to ten (10%) of each payment made to such Contractor or Subcontractor pursuant to its respective Contract or Subcontract; provided, however, that at such time as (i) the applicable Contractor or Subcontractor shall have completed fifty percent (50%) of the work under its respective Contract or Subcontract and (ii) if a Payment and Performance Bond is required under Section 5.14 with respect to such Contract or Subcontract, the Company shall have obtained a "Consent of Surety to Reduction in or Partial Release of Retainage" (AIA form G707A) from the surety that issued such Payment and Performance Bond and delivered such consent to the Disbursement Agent with a copy to the Construction Consultant, then the retainage withheld may be reduced from ten (10%) percent to five (5%) percent of the contract value as adjusted by change orders, if any.

        5.16    Construction Consultant.    

        5.17    Preserving the Project Security.    

        Undertake and cause the other Loan Parties to undertake, all actions which are necessary or appropriate in the reasonable judgment of the Funding Agents to (i) maintain the Secured Parties' respective security interests under the Security Documents in the Project Security in full force and effect at all times (including the priority thereof), and (ii) preserve and protect the Project Security and protect and enforce the Company's rights and title and the respective rights of the Secured Parties to the Project Security, including, without limitation, the making or delivery of all filings and recordations, the payments of fees and other charges, the issuance of supplemental documentation, the discharge of all claims or other liens other than Permitted Liens adversely affecting the respective rights of the Secured Parties to and under the Project Security and the publication or other delivery of notice to third parties.

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        5.18    Management Letters.    Deliver to the Funding Agents and the Disbursement Agent a copy of any "management letter" or other similar communication received by the Company from the Reviewing Accountant in relation to the Company's financial, accounting and other systems, management or accounts.

        5.19    Governmental and Environmental Reports.    Deliver to the Funding Agents, the Disbursement Agent and the Construction Consultant copies of all material reports required to be filed by the Company with any Governmental Authority and any reports with respect to Environmental Matters.

        5.20    Insurance.    The Company shall, and shall cause each Loan Party, to at all times maintain in full force and effect the insurance policies and programs listed on Exhibit O.

        5.21    Application of Insurance and Condemnation Proceeds.    If any Event of Loss shall occur with respect to the Project or any other asset of any Loan Party, the Company shall and shall cause each other Loan Party (a) promptly upon discovery or receipt of notice thereof to provide written notice thereof to the Disbursement Agent, and (b) diligently to pursue all its rights to compensation against all relevant insurers, reinsurers and/or Governmental Authorities, as applicable, in respect of such event to the extent that the Company or such Loan Party has a reasonable basis for a claim for compensation or reimbursement, including, without limitation, under any insurance policy required to be maintained hereunder. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by the Company hereunder (collectively, "Loss Proceeds") shall be applied as provided in this Section. All Loss Proceeds (other than those in respect of the Aircraft Collateral which shall be governed by the FF&E Facility Agreement) shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly to the Disbursement Agent for deposit in the Company's Funds Account. If any Loss Proceeds are paid directly to the Company, any affiliate of the Company or any Funding Agent or Lender by any insurer, reinsurer, Governmental Authority, any landlord or grantor under the Affiliate Real Estate Agreements or such other payor, (i) such Loss Proceeds shall be received in trust for the Disbursement Agent, (ii) such Loss Proceeds shall be segregated from other funds of the Company or such other Person, and (iii) the Company or such other Person shall pay (or, if applicable, the Company shall cause such of its affiliates to pay) such Loss Proceeds over to the Disbursement Agent in the same form as received (with any necessary endorsement) for deposit in the Company's Funds Account. In the event that for a period of ninety (90) days after any Loss Proceeds are deposited in the Company's Funds Account, the Company is not permitted pursuant to the terms hereof to obtain Advances of such Loss Proceeds, then the Company shall use all other such proceeds and funds on deposit in the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account to prepay the Bank Loans, the Second Mortgage Notes and the FF&E Facility in accordance with the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement, respectively, in each case, subject to the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Agreement.

        5.22    Compliance with Material Project Documents.    The Company shall comply duly and promptly, in all material respects, with its obligations, and enforce all of its respective rights under all Material Project Documents, except where the failure to comply or enforce such rights, as the case may be, could not reasonably be expected to have a Material Adverse Effect.

        5.23    Utility Easement Modifications.    The Company shall diligently cause all utility or other easements that would interfere with the construction or maintenance of the improvements within the Project to be removed as expeditiously as possible. In any event, the Company shall remove such easements before they interfere in any material respect with the prosecution in accordance with the Project Schedule of the work involved with the Project, and in any event, prior to the Opening Date. In the event such easements are not removed prior to such time as is reasonably determined by the Construction Consultant and the Company fails to provide title insurance to the Project Secured Parties in a form reasonably satisfactory to them insuring over any loss the Project Secured Parties may suffer

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as a result of Company's failure to so remove such easements, then the Company (a) agrees that the Disbursement Agent shall have the right to authorize such advances as it deems appropriate in order to remove or insure over the utility easements as exceptions to the title insurance policies in favor of the Project Secured Parties, and (b) hereby grants to the Disbursement Agent an irrevocable power of attorney to take such further steps in the name of the Company as the Construction Consultant determines are appropriate in order to remove or insure over such easements.

        5.24    Construction on Site.    The Company shall construct (a) the Golf Course only on the Golf Course Land pursuant to the Golf Course Lease, (b) the golf driving range only on the Phase II Land pursuant to the Driving Range Lease and (c) the remainder of the Project (excluding the Golf Course and the golf driving range) only on the portions of the Site owned by Wynn Las Vegas (excluding the Golf Course Land and the Phase II Land) provided that a portion of the "Entertainment Facility" (as defined in the Bank Credit Agreement) may encroach upon the Phase II Land.

        5.25    FF&E Component.    The Company shall as contemplated in the definition of the term "FF&E Component" from time to time update Exhibit T-3 as necessary so that such Exhibit shall reflect an accurate description of the FF&E Component.

ARTICLE 6.

—NEGATIVE COVENANTS

        The Company covenants and agrees, with and for the benefit of the Funding Agents, the Lenders and the Disbursement Agent that until this Agreement is terminated pursuant to Section 11.18 hereof, it shall not:

        6.1    Waiver, Modification and Amendment.    

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        6.2    Scope Changes; Completion; Drawings.    

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        6.3    Amendment to Operative Documents.    Enter into any agreement (other than this Agreement and the other Financing Agreements) restricting its ability to amend any of the Financing Agreements or other Operative Documents.

        6.4    Project Budget and Project Schedule Amendment.    Directly or indirectly, amend, modify, allocate, re-allocate or supplement or permit or consent to the amendment, modification, allocation, re-allocation or supplementation of, any of the Line Item Categories or other provisions of the Project Budget or modify or extend the Scheduled Completion Date, except as follows:

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        6.5    No Other Powers of Attorney.    Execute or deliver any agreement creating any lien (other than Permitted Liens), powers of attorney (other than powers of attorney for signatories of documents permitted or contemplated by the Operative Documents), or similar documents, instruments or agreements, except to the extent such documents, instruments or agreements comprise part of the Security Documents.

        6.6    Opening.    Cause or permit the Opening Date to occur unless each of the Opening Conditions has been satisfied and the Company has delivered to the Disbursement Agent a certificate in the form of Exhibit W-9 and has caused the Prime Contractor to deliver to the Disbursement Agent a certificate in the form of Exhibit W-10, the Construction Consultant has delivered to the Disbursement Agent a certificate in the form of Exhibit W-11 to this Agreement and the Project Architect has delivered to the Disbursement Agent a certificate in the form of Exhibit W-12 to this Agreement.

        6.7    Zoning and Contract Changes and Compliance.    (a) Initiate or consent to or acquiesce to any zoning downgrade of the Mortgaged Property 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 Property 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) under any zoning ordinance or any other applicable land use law, rule or regulation or (c) initiate or consent to or acquiesce to any change in any laws, requirements of Governmental 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.

        6.8    No Joint Assessment; Separate Lots.    Suffer, permit or initiate the joint assessment of any Mortgaged Property (i) with any other real property constituting a separate tax lot and (ii) with any portion of such Mortgaged Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against any such personal property shall be assessed or levied or charged to such Mortgaged Property as a single lien.

        6.9    Additional Project Documents.    Enter into or become a party to any Additional Project Document that is a Contract except (a) with the prior written consent of the Bank Agent or as permitted under Section 6.1.2 and (b) if such Additional Project Document is a Material Project Document, upon delivery to the Bank Agent of (x) a Consent from each third party to such Additional Project Document and (y) each Delivery Requirement with respect to such Additional Project Document; provided that the consent of the Bank Agent shall not be required for a Loan Party to enter into Additional Project Documents (i) with Persons other than Affiliates of Loan Parties and (ii) pursuant to which the Loan Parties as a whole will incur obligations or liabilities with a value of not

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more than $5,000,000 with respect to any Additional Project Document, per year. Enter into or become a party to any Additional Project Document that does not constitute a Contract except in compliance with the requirements of Section 7.23 of the Bank Credit Agreement.

        6.10    Unincorporated Materials.    Cause or permit (a) the value of Unincorporated Materials located at the Site but not expected to be incorporated into the Project within the ensuing calendar month to exceed $10,000,000 at any time, (b) the amounts paid by the Company in respect of Unincorporated Materials not located at the Site to exceed a value of $20,000,000 at any time or (c) the amount of contract deposits paid by the Company in respect of Unincorporated Materials to exceed a value of $30,000,000 at any time. The foregoing limits on Unincorporated Materials may be increased from time to time to an amount mutually agreed upon among the Company, the Construction Consultant and the Disbursement Agent.

ARTICLE 7.

—EVENTS OF DEFAULT

        7.1    Events of Default.    The occurrence of any of the following events shall constitute an event of default ("Event of Default") hereunder:

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        7.2    Remedies.    Upon the occurrence and during the continuation of an Event of Default, the Funding Agents and the Disbursement Agent may, without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived (to the extent permitted by applicable law), exercise any or all rights and remedies at law or in equity (in any combination or order that the Funding Agents may elect, subject to the foregoing), including without limitation or prejudice to the Funding Agents' other rights and remedies, the following:

ARTICLE 8.

—CONSULTANTS AND REPORTS

        8.1    Removal and Fees.    Only the Bank Agent in its sole discretion may remove from time to time the Independent Consultants and upon such removal a replacement acceptable to the Bank Agent shall be appointed in consultation with the Company. Notice of any replacement Independent Consultant shall be given by the Bank Agent to the Indenture Trustee, the FF&E Agent, the Disbursement Agent, the Company and the Independent Consultant being replaced. All reasonable fees and expenses of the Independent Consultants (whether the original ones or replacements) shall be paid by the Company. The Bank Agent will reasonably consult with the Company on a regular basis with respect to on-going costs of the Independent Consultants and unless a Potential Event of Default or Event of Default shall have occurred and be continuing, if requested by the Company, the Bank Agent may agree with the Company that such costs be subject to a reasonable fee cap. Neither the FF&E Agent nor the Indenture Trustee shall have the right to remove an Independent Consultant or appoint a replacement. The Company has reviewed the Construction Consultant's Engagement Agreement and hereby agrees to reimburse the Disbursement Agent and the Funding Agents for the fees of the Construction Consultant set forth therein.

        8.2    Duties.    The Independent Consultants shall be contractually obligated to the Bank Agent, the Indenture Trustee and the FF&E Agent to carry out the activities required of them in this Agreement and in the Construction Consultant Engagement Agreement and as otherwise requested by such Funding Agents. The Company acknowledges that it will not have any cause of action or claim against any Independent Consultant resulting from any decision made or not made, any action taken or not taken or any advice given by such Independent Consultant in the due performance in good faith of its duties.

        8.3    Acts of Disbursement Agent.    The Disbursement Agent will take such actions as any Funding Agent or the Company may reasonably request to cause the Independent Consultants to act diligently

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in the issuance of all certificates required to be delivered by the Independent Consultants hereunder and to otherwise fulfill their obligations to the Bank Agent, the Indenture Trustee and the FF&E Agent as described in the first sentence of Section 8.2.

ARTICLE 9.

—THE DISBURSEMENT AGENT

        9.1    Appointment and Acceptance.    Subject to and on the terms and conditions of this Agreement, the Funding Agents hereby jointly and irrevocably appoint and authorize the Disbursement Agent to act on their behalf hereunder and under the Collateral Account Agreements and any other account agreements to which it is a party (collectively, the "Related Agreements"). The Disbursement Agent accepts such appointment and agrees to exercise commercially reasonable efforts and utilize commercially prudent practices in the performance of its duties hereunder consistent with those of similar institutions holding collateral, administering construction loans and disbursing disbursement control funds.

        9.2    Duties and Liabilities of the Disbursement Agent Generally.    

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        9.3    Particular Duties and Liabilities of the Disbursement Agent.    

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        9.4    Segregation of Funds and Property Interest.    Except as otherwise expressly provided in the Financing Agreements, monies and other property received by the Disbursement Agent shall, until used or applied as herein provided, be held for the purposes for which they were received, and shall be segregated from other funds except to the extent required herein or by law. To the extent that the Disbursement Agent also acts as securities intermediary, (a) the Disbursement Agent shall note in its records that all funds and other assets in the Company Accounts (other than the FF&E Proceeds Account, the Company's FF&E Payment Account, the Bank Proceeds Account and the Second Mortgage Notes Proceeds Account), have been pledged to the Project Secured Parties and that the Disbursement Agent is holding such items for the Project Secured Parties, (b) the Disbursement Agent shall note in its records that all funds and other assets in the FF&E Proceeds Account and the Company's FF&E Payment Account have been pledged to the FF&E Agent for the benefit of the FF&E Secured Parties and that the Disbursement Agent is holding such items for such Persons, (c) the Disbursement Agent shall note in its records that all funds and other assets in the Bank Proceeds Account have been pledged to the Bank Agent for the benefit of the Bank Lenders and that the Disbursement Agent is holding such items for such Persons and (d) the Disbursement Agent shall note in its records that all funds and other assets in the Second Mortgage Notes Proceeds Account have been pledged to the Indenture Trustee for the benefit of the Second Mortgage Notes Holders and that the Disbursement Agent is holding such items for such Persons. Accordingly, all such funds and assets shall not be within the bankruptcy "estate" (as such term is used in 11 U.S.C. § 541) of the Disbursement Agent. The Disbursement Agent shall not be under any liability for interest on any monies received by it hereunder, except as otherwise specified in this Agreement. The Disbursement Agent hereby expressly waives any right of set-off or similar right it may have against or in relation to the Company Accounts and any monies, Permitted Investments or other amounts on deposit therein.

        9.5    Compensation and Reimbursement of the Disbursement Agent.    The Company covenants and agrees to pay to the Disbursement Agent from time to time, and the Disbursement Agent shall be entitled to, the fees set forth in that certain letter agreement between the Company and the Disbursement Agent, and the Company will further pay or reimburse the Disbursement Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Disbursement Agent in accordance with any of the provisions of the Financing Agreements or the documents constituting or executed in connection with the Project Security including any Related Agreements (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ). The obligations of the Company under this Section 9.5 to compensate the Disbursement Agent and to pay or reimburse the Disbursement Agent for reasonable expenses, disbursements and advances shall constitute additional indebtedness (and shall be deemed permitted indebtedness under each Financing Agreement) hereunder and shall survive the satisfaction and discharge of this Agreement.

        9.6    Qualification of the Disbursement Agent.    The Disbursement Agent hereunder shall at all times be a corporation with offices in New York City, New York which (a) is authorized to exercise corporation trust powers, (b) is subject to supervision or examination by the applicable Governmental Authority, (c) shall have a combined capital and surplus of at least Five Hundred Million Dollars

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($500,000,000), (d) shall have a long-term credit rating of not less than A- or A3, respectively, by S&P or Moody's; and provided, that any such bank with a long-term credit rating of A- or A3 shall not cease to be eligible to act as Disbursement Agent upon a downward change in either such rating of no more than one category or grade of such minimum rating, as the case may be; and (e) with respect to any replacement of the Person acting as Disbursement Agent as of the Closing Date, shall be acceptable to each of the Bank Agent and the Indenture Trustee acting pursuant to the Project Lender Intercreditor Agreement. In case at any time the Disbursement Agent shall cease to be eligible in accordance with the provisions of this Section 9.6, the Disbursement Agent shall resign immediately in the manner and with the effect specified in Section 9.7.

        9.7    Resignation and Removal of the Disbursement Agent.    The Bank Agent and the Indenture Trustee, acting pursuant to the Project Lenders Intercreditor Agreement, shall have the right should they reasonably determine that the Disbursement Agent has breached or failed to perform its obligations hereunder or has engaged in willful misconduct or gross negligence, upon the expiration of thirty (30) days following delivery of written notice of substitution to the Disbursement Agent and the Company, to cause the Disbursement Agent to be relieved of its duties hereunder and to select a substitute disbursement agent to serve hereunder. The Disbursement Agent may resign at any time upon forty-five (45) days' written notice to all parties hereto. Such resignation shall take effect upon the earlier of receipt by the Disbursement Agent of an instrument of acceptance executed by a successor disbursement agent meeting the qualifications set forth in Section 9.6 and consented to by the other parties hereto or forty-five (45) days after the giving of such notice. Upon selection of a substitute disbursement agent, the Funding Agents and the Company and the substitute disbursement agent shall enter into an agreement substantially identical to this Agreement and, the Disbursement Agent shall promptly transfer to the substitute disbursement agent upon request therefor originals of all books, records, and other documents in the Disbursement Agent's possession relating to this Agreement.

        9.8    Merger or Consolidation of the Disbursement Agent.    Any corporation into which the Disbursement Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Disbursement Agent shall be a party, or any corporation succeeding to the corporate trust business of the Disbursement Agent, shall, if eligible hereunder, be the successor of the Disbursement Agent hereunder; provided, that such corporation shall be eligible under the provisions of Section 9.6 without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

        9.9    Statements; Information.    

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        9.10    Limitation of Liability.    The Disbursement Agent's responsibility and liability under this Agreement shall be limited as follows: (a) the Disbursement Agent does not represent, warrant or guaranty to the Funding Agents or the Lenders the performance by the Company, the Prime Contractor, the Construction Guarantor, the Golf Course Contractor, the Construction Consultant, the Project Architect, the Golf Course Designer, the Aqua Theater Designer, or any other Contractor or Subcontractor of their respective obligations under the Operative Documents and shall have no duty to inquire of any Person whether a Potential Event of Default or an Event of Default has occurred and is continuing; (b) the Disbursement Agent shall have no responsibility to the Company, the Funding Agents or the Lenders as a consequence of performance by the Disbursement Agent hereunder except for any bad faith, fraud, gross negligence or willful misconduct of the Disbursement Agent as finally judicially determined by a court of competent jurisdiction; (c) the Company shall remain solely responsible for all aspects of its business and conduct in connection with the Project, including but not limited to the quality and suitability of the Plans and Specifications, the supervision of the work of construction, the qualifications, financial condition and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants and property managers, the accuracy of all applications for payment, and the proper application of all disbursements; and (d) the Disbursement Agent is not obligated to supervise, inspect or inform the Company of any aspect of the development, construction or operation of the Project or any other matter referred to above. Each Funding Agent and Lender has made its own independent investigation of the financial condition and affairs of the Loan Parties in connection with the making of the extensions of credit contemplated by the Financing Agreements and has made and shall continue to make its own appraisal of the creditworthiness of the Loan Parties. Except as specifically set forth herein, the Disbursement Agent shall not have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Funding Agents or Lenders or to provide any Funding Agent or Lender with any credit or other information with respect thereto. The Disbursement Agent shall not have, by reason of this Agreement, a fiduciary relationship in respect of any Funding Agent or Lender; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Disbursement Agent any obligations in respect of this Agreement except as expressly set forth herein or therein. The Disbursement Agent shall have no duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations and shall not be required to take any action otherwise than in accordance with the terms hereof. The provisions of this Article 9 are solely for the benefit of the Disbursement Agent and the Funding Agents and Lenders and the Company shall have no rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties under this Agreement, the Disbursement Agent does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of its Affiliates. Neither the Disbursement Agent nor any of its officers, directors, employees or agents shall be in any manner liable or responsible for any loss or damage arising by reason of any act or omission to act by it or them hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss that may occur by reason of forgery, false representations, the exercise of its discretion, or any other reason, except as a result of their bad faith, fraud, gross negligence or willful misconduct as finally judicially determined by a court of competent jurisdiction.

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ARTICLE 10.

—SAFEKEEPING OF ACCOUNTS

        10.1    Application of Funds in Company Accounts.    Amounts deposited in the Company Accounts shall be applied exclusively as provided in this Agreement and the Disbursement Agent shall at all times act and direct the securities intermediaries under the Collateral Account Agreements so as to implement the application of funds provisions and procedures herein set forth. The Disbursement Agent is hereby authorized to direct the Securities Intermediary to reduce to cash any Permitted Investment (without regard to maturity) in any account in order to make any application required hereunder. No amount held in any Account maintained hereunder shall be disbursed except in accordance with the provisions hereof or as required by law.

        10.2    Event of Default.    Notwithstanding anything to the contrary in this Agreement, (a) upon the occurrence and during the continuance of an Event of Default of which it has actual knowledge, the Disbursement Agent shall not in any such event deposit or cause to be deposited any amounts into the Disbursement Account, the Soft Costs Cash Management Account, the Hard Costs Cash Management Account, the Bank Proceeds Account, the Company's Payment Account, the Company's FF&E Payment Account or the Interest Payment Account or release or cause to be released any amounts to the Company unless instructed to the contrary by (i) in the case of the Second Mortgage Notes Proceeds Account, the Indenture Trustee, (ii) in the case of the FF&E Proceeds Account and the Company's FF&E Payment Account, the FF&E Agent and (iii) in the case of all other Company Accounts, the Bank Agent; and (b) upon the occurrence of (i) an Event of Default, (ii) the dissolution or liquidation or Bankruptcy of the Completion Guarantor, or (iii) a breach by the Completion Guarantor of any of its covenants and agreements under the Completion Guaranty, in each case, of which it has knowledge, the Disbursement Agent shall withdraw all funds then on deposit in the Completion Guaranty Deposit Account and deposit the same in the Company's Funds Account. The Disbursement Agent is hereby irrevocably authorized by the Company to apply, or cause to be applied, amounts in any Company Account and any other sums held by the Securities Intermediary under any Collateral Account Agreement to the payment of interest, principal, fees, costs, charges or other amounts or obligations due or payable to the Secured Parties when instructed to do so by the Controlling Person.

        10.3    Liens.    The Disbursement Agent shall take such actions within its control that it customarily takes in the conduct of its business to protect the Company Accounts, and all cash, funds, Permitted Investments from time to time deposited therein, as well as any proceeds or income therefrom (collectively, the "Company Accounts Collateral") free and clear of all liens, security interests, safekeeping or other charges, demands and claims of any nature whatsoever now or hereafter existing, in favor of anyone other than the Secured Parties (or the Disbursement Agent, as agent for the Secured Parties) (collectively, the "Third Party Claims"); it being understood, however, that the foregoing shall in no way be deemed to be a guaranty or other assurance by the Disbursement Agent that Third Party Claims will not arise.

        10.4    Perfection.    The Disbursement Agent shall take any steps from time to time requested by the Bank Agent or the Indenture Trustee to confirm or cause the securities intermediaries under the Collateral Account Agreements to confirm and maintain the priority of their respective security interests in the Company Accounts Collateral.

        10.5    Second Mortgage Notes Proceeds Account.    Notwithstanding any other provision hereof, the parties hereto acknowledge that the security interest granted by the Company to the Indenture Trustee in the Second Mortgage Notes Proceeds Account (including any Permitted Investments held therein) pursuant to the Second Mortgage Notes Collateral Account Agreement is for the sole and exclusive benefit of the Indenture Trustee and the Second Mortgage Note Holders and, subject to the terms of the Project Lenders Intercreditor Agreement, only the Indenture Trustee shall have the right to direct the Disbursement Agent with respect thereto.

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        10.6    Bank Proceeds Account.    Notwithstanding any other provision hereof, the parties hereto acknowledge that the security interest granted by the Company to the Bank Agent in the Bank Proceeds Account (including any Permitted Investments held therein) pursuant to the Company Collateral Account Agreement is for the sole and exclusive benefit of the Bank Agent and the Bank Lenders, and subject to the terms of the Project Lenders Intercreditor Agreement, only the Bank Agent shall have the right to direct the Disbursement Agent with respect thereto.

        10.7    FF&E Proceeds and Company's FF&E Payment Accounts.    Notwithstanding any other provision hereof, the parties hereto acknowledge that the security interest granted by the Company to the FF&E Agent in the FF&E Proceeds Account (including any Permitted Investments held therein) pursuant to the FF&E Collateral Account Agreement and in the Company's FF&E Payment Account (including any Permitted Investments held therein) pursuant to the FF&E Local Company Collateral Account Agreement is for the sole and exclusive benefit of the FF&E Agent and the FF&E Lenders and, subject to the terms of the FF&E Intercreditor Agreement, only the FF&E Agent shall have the right to direct the Disbursement Agent with respect thereto.

ARTICLE 11.

—MISCELLANEOUS

        11.1    Addresses.    Any communications between the parties hereto or notices provided herein to be given may be given to the following addresses:

If to the Company:   Wynn Las Vegas, LLC,
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Telephone No.: (702) 733-4123
Facsimile No.: (702) 791-0167

 
 
Wynn Las Vegas Capital Corp.
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Telephone No.: (702) 733-4123
Facsimile No.: (702) 791-0167

 
 
Wynn Design & Development, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715

If to the Bank Agent:
 
Deutsche Bank Trust Company Americas
c/o Deutsche Bank Securities Inc.
200 Crescent Court, Suite 550
Dallas, TX 75201
Attn: Gerard Dupont
Telephone No.: (214) 740-7913
Facsimile No.: (214) 740-7910

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If to the Indenture Trustee:
 
Wells Fargo Bank, National Association
Wells Fargo Corporate Trust Services
MAC N9303-110
Sixth & Marquette
Minneapolis, MN 55479
Attn: Michael Slade
Telephone No.: 612-667-0266
Facsimile No.: 612-667-2160 -2134

If to the FF&E Agent:
 
Wells Fargo Bank Nevada, National Association
c/o Wells Fargo Bank, National Association
Attn: Corporate Trust Services
MAC: U1228-120
299 South Main Street, 12th Floor
Salt Lake City, Utah 84111
Telephone No.: (801) 246-5630
Facsimile No.: (801) 246-5053

If to the Disbursement Agent:
 
Deutsche Bank Trust Company Americas
31 West 52nd Street
New York, New York 10019
Attn: Amy Sinensky
Telephone No.: (212) 469-4063
Facsimile No.: (212) 469-6091

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by reputable overnight delivery service, (c) in the event overnight delivery services are not readily available, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested or (d) if sent by prepaid telex, or by telecopy with correct answer back received. Notice so given shall be effective upon receipt by the addressee, except that communication or notice so transmitted by telecopy or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a Banking Day and, if not, on the next following Banking Day) on which it is validly transmitted if transmitted before 4 p.m., recipient's time, and if transmitted after that time, on the next following Banking Day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender. Any party shall have the right to change its address for notice hereunder to any other location by giving of no less than twenty (20) days' notice to the other parties in the manner set forth hereinabove.

        11.2    Further Assurances.    From time to time the Company shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Funding Agents or the Disbursement Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Operative Documents, or of more fully perfecting or renewing the rights of the Funding Agents and the Lenders with respect to the Project Security (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 Project Security) pursuant hereto or thereto. Upon the exercise by the Funding Agents, the Disbursement Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Operative Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Company shall, or shall cause another Loan Party to, execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Funding Agent, the Disbursement Agent or such Lender may be required to obtain from the Company or the applicable Loan Party for such governmental consent, approval, recording, qualification or authorization.

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        11.3    Delay and Waiver.    No delay or omission to exercise any right, power or remedy accruing upon the occurrence of any Potential Event of Default or Event of Default or any other breach or default of the Company under this Agreement shall impair any such right, power or remedy of the Funding Agents, the Lenders, the Disbursement Agent or any other Secured Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or in any similar breach or default thereafter occurring, nor shall any waiver of any single Potential Event of Default, Event of Default or other breach or default be deemed a waiver of any other Potential Event of Default, Event of Default or other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any of the Funding Agents, the Lenders, the Disbursement Agent or any other Secured Party, of any Potential Event of Default, Event of Default or other breach or default under this Agreement or any other Financing Agreement, or any waiver on the part of any of the Funding Agents, the Lenders, the Disbursement Agent or any other Secured Party, of any provision or condition of this Agreement or any other Operative Document, must be in writing and shall be effective only to the extent in such writing specifically set forth. All remedies, either under this Agreement or any other Financing Agreement or by law or otherwise afforded to any of the Funding Agents, the Lenders, the Disbursement Agent or any other Secured Party, shall be cumulative and not alternative.

        11.4    Additional Security; Right to Set-Off.    Any deposits or other sums at any time credited or due from any Secured Party and any securities or other property of the Company in the possession of any Secured Party or the Collateral Agent may at all times be treated as collateral security for the payment of the Obligations, and the Company hereby pledges to each such Secured Party for the benefit of the Project Secured Parties and grants such Secured Party a security interest in and to all such deposits, sums, securities or other property on deposit or in the possession of such Secured Party or the Collateral Agent, as the case may be. Regardless of the adequacy of any other collateral, any Secured Party may execute or realize on its security interest in any such deposits or other sums credited by or due from any such Person to the Company, may apply any such deposits or other sums to or set them off against the Company's obligations to the Project Secured Parties under this Agreement and the other Financing Agreements, subject to the Intercreditor Agreements, at any time after the occurrence and during the continuance of any Event of Default.

        11.5    Entire Agreement.    This Agreement and any agreement, document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect to the subject matter hereof, all of which negotiations and writings are deemed void and of no force and effect.

        11.6    Governing Law.    This Agreement shall be governed by the laws of the State of New York of the United States of America and shall for all purposes be governed by and construed in accordance with the laws of such state without regard to the conflict of law rules thereof other than Section 5-1401 of the New York General Obligations Law, provided, however, that to the extent any terms of this Agreement are incorporated in and made part of any other Financing Agreement, any such term so incorporated shall for all purposes be governed by and construed in accordance with the law governing the Financing Agreement into which such term is so incorporated.

        11.7    Severability.    In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall enter into good faith negotiations to replace the invalid, illegal or unenforceable provision.

        11.8    Headings.    Paragraph headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.

        11.9    Limitation on Liability.    NO CLAIM SHALL BE MADE BY THE COMPANY OR ANY OF ITS AFFILIATES AGAINST THE FUNDING AGENTS, THE LENDERS, THE

79


DISBURSEMENT AGENT, THE CONTROLLING PERSON OR ANY OTHER SECURED PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT OR DUTY IMPOSED BY LAW), IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND THE COMPANY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

        11.10    Waiver of Jury Trial.    ALL PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ANY PARTY TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE FUNDING AGENTS, DISBURSEMENT AGENT AND EACH OF THE OTHER LENDERS AND SECURED PARTIES TO ENTER INTO THIS AGREEMENT.

        11.11    Consent to Jurisdiction.    Any legal action or proceeding by or against the Company or with respect to or arising out of this Agreement may be brought in or removed to the courts of the State of New York, in and for the County of New York, or of the United States of America for the Southern District of New York. By execution and delivery of this Agreement, the Company, accepts, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts for legal proceedings arising out of or in connection with this Agreement and irrevocably consents to the appointment of the Corporation Service Company as its agent to receive service of process in New York, New York. Nothing herein shall affect the right to serve process in any other manner permitted by law or any right to bring legal action or proceedings in any other competent jurisdiction, including judicial or non-judicial foreclosure of real property interests which are part of the Project Security. The Company further agrees that the aforesaid courts of the State of New York and of the United States of America for the Southern District of New York shall have exclusive jurisdiction with respect to any claim or counterclaim of the Company based upon the assertion that the rate of interest charged by or under this Agreement, or under the other Financing Agreements is usurious. The Company hereby waives any right to stay or dismiss any action or proceeding under or in connection with any or all of the Project, this Agreement or any other Operative Document brought before the foregoing courts on the basis of forum non-conveniens.

        11.12    Successors and Assigns.    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, the Company may not assign or otherwise transfer any of its rights under this Agreement.

        11.13    Reinstatement.    This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Company's obligations hereunder or under the other Financing Agreements, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by the Secured Parties. In the event that any payment or any part thereof is so rescinded, reduced, restored or returned, such obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

        11.14    No Partnership; Etc.    The Secured Parties and the Company intend that the relationship between them shall be solely that of creditor and debtor. Nothing contained in this Agreement or in

80


any of the other Financing Agreements shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by or between the Secured Parties and the Company or any other Person. The Secured Parties shall not be in any way responsible or liable for the debts, losses, obligations or duties of the Company or any other Person with respect to the Project or otherwise. All obligations to pay real property or other taxes, assessments, insurance premiums, and all other fees and charges arising from the ownership, operation or occupancy of the Project and to perform all obligations under the agreements and contracts relating to the Project shall be the sole responsibility of the Company.

        11.15    Costs and Expenses.    

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        11.16    Agreements Among Funding Agents and Other Secured Parties.    

83

        11.17    Counterparts.    This Agreement may be executed in one or more duplicate counterparts (including by facsimile) and when signed by all of the parties listed below shall constitute a single binding agreement.

        11.18    Termination.    This Agreement shall, subject to Section 11.13 and to the next sentence, terminate and be of no further force or effect upon completion of the transfer and release of funds contemplated by Section 2.9. The provisions of Article 9 and Section 11.15 shall survive the termination of this Agreement.

        11.19    Amendments.    

        From and after the initial Advance under the Bank Credit Facility, the Bank Agent, acting at the direction of the Bank Lenders (and without the consent of the Indenture Trustee or the FF&E Agent), may from time to time agree with the Company to amend the requirements set forth on Exhibit X-1; provided, however, that no such amendment shall cause the standards set forth in Exhibit X-1 to be lower than the standards set forth in Exhibit X-2. From and after the initial Advance under the Bank Credit Facility, the Bank Agent and the FF&E Agent may, without the consent of the Indenture Trustee, amend the Disbursement Agreement or waive any Potential Event of Default or Event of Default by or with respect to the Company or any Loan Party; provided, however, that without the consent of the holders of a majority (in aggregate principal amount) of the Second Mortgage Notes, (i) such waiver of any Potential Event of Default or Event of Default must be made not later than one hundred eighty (180) days following the applicable date notice of such Potential Event of Default or Event of Default was delivered to the Disbursement Agent pursuant to Section 5.7.1, or, if no such notice was delivered, the date of occurrence of such Potential Event of Default or Event of Default, (ii) neither the Bank Agent nor the FF&E Agent shall waive any Potential Event of Default or Event of Default which otherwise independently (not by cross-default or cross-reference to another agreement) constitutes a default or event of default under the Second Mortgage Notes Indenture, (iii) neither the Bank Agent nor the FF&E Agent shall amend the definition of or the conditions or circumstances requiring a Required Scope Change Approval nor waive any Potential Event of Default or Event of Default resulting from, or any condition relating to, implementation of a Scope Change for which a Required Scope Change Approval is required pursuant to Section 6.2.1 or (iv) amend or waive any Potential Event of Default or Event of Default under Section 7.1.2 or Section 7.1.11 or amend or waive any provision so as to effect an amendment or waiver of such Sections.

        11.20    Suretyship Waivers.    Each of Wynn Las Vegas Capital Corp. and Wynn Design hereby waives any and all defenses available to a surety or guarantor, whether arising as a result of the joint and several liability hereunder or otherwise. Without limiting the generality of the foregoing, the waivers of the guarantors under Section 2.5 of the Bank Guarantee and Collateral Agreement and the "FF&E Guaranty" (as defined in the FF&E Facility Agreement) are hereby incorporated herein by this reference mutatis mutandis and such waivers shall be deemed to be made by Wynn Las Vegas Capital Corp. and Wynn Design hereunder as if such waivers had been expressly set forth herein.

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        IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their officers thereunto duly authorized as of the day and year first above written.

COMPANY:    

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/  STEPHEN A. WYNN      
 
 
      Name:     Stephen A. Wynn
    
      Title:     Chief Executive Officer
    

WYNN LAS VEGAS CAPITAL CORP.,
a Nevada corporation
 
 

By:
    /s/  STEPHEN A. WYNN      
 
 
 
Name:     Stephen A. Wynn
      
Title:     President
      

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

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

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

 
 
By:
    /s/  STEPHEN A. WYNN      
 
 
    Name:     Stephen A. Wynn
    
    Title:     Chief Executive Officer
    

S-1


BANK AGENT:
 
 

DEUTSCHE BANK TRUST COMPANY AMERICAS,
 
 

By:
    /s/  GEORGE REYNOLDS      
 
 
 
Name:     George Reynolds
      
Title:     Vice President
      

INDENTURE TRUSTEE:
 
 

WELLS FARGO BANK, NATIONAL ASSOCIATION
 
 

By:
    /s/  MICHAEL G. SLADE      
 
 
 
Name:     Michael G. Slade
      
Title:     Corporate Trust Officer
      

DISBURSEMENT AGENT:
 
 

DEUTSCHE BANK TRUST COMPANY AMERICAS,
 
 

By:
    /s/  GEORGE REYNOLDS      
 
 
 
Name:     George Reynolds
      
Title:     Vice President
      

FF&E AGENT:
 
 

WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
 
 

By:
    /s/  C. SCOTT NIELSEN      
 
 
 
Name:     C. Scott Nielsen
      
Title:     Trust Officer
      

S-2

EXHIBIT A to the
Disbursement Agreement

DEFINITIONS

        "Additional Contract Certificate" means an Additional Contract Certificate in the form of Exhibit F to the Disbursement Agreement.

        "Additional Land" shall have the meaning given in the Bank Credit Agreement.

        "Additional Project Document" means any other document or agreement entered into after the Closing Date, relating to the development, construction, maintenance or operation of the Project (other than the Financing Agreements but including, without limitation, any lease or license of any portion of the Project).

        "Advance" means (a) with respect to the Bank Credit Facility, an advance of Loans deposited in the Disbursement Account or a transfer of funds from the Bank Proceeds Account to the Disbursement Account or the issuance of a Letter of Credit, (b) with respect to the Second Mortgage Notes, a transfer of funds from the Second Mortgage Notes Proceeds Account to the Disbursement Account or for the payment of Debt Service on the Second Mortgage Notes as provided in Section 2.5.6, (c) with respect to the FF&E Facility, (i) an advance of Loans deposited in the FF&E Proceeds Account (or with respect to the FF&E Reimbursement Advance, deposited in the Company's Funds Account), (ii) the advance of Loans in the amount of $38,000,000 to refinance the purchase of the Aircraft and (iii) the advance of Loans in the amount of up to $10,000,000 to finance the cost of the replacement Aircraft pursuant to Section 7.5(p) of the FF&E Facility Agreement to the extent such cost exceeds the proceeds from the sale of the existing Aircraft, and (d) with respect to amounts on deposit in the Company's Funds Account, a release of funds from the Company's Funds Account and (e) a transfer of funds from the Completion Guaranty Deposit Account pursuant to Section 2.5.4(d), in each case, made pursuant to Article 2 of the Disbursement Agreement and (except with respect to funds on deposit in the Company's Funds Account) the applicable Facility Agreements under which all or any part of such Advance is requested.

        "Advance Confirmation Notice" has the meaning given in Section 2.4.3(a)(i) of the Disbursement Agreement.

        "Advance Date" means the date on which an Advance is required to be deposited in the Disbursement Account pursuant to Section 2.4.4(a)(ii) of the Disbursement Agreement.

        "Advance Request" means an advance request and certificate in the form of Exhibit C-1 to the Disbursement Agreement.

        "Affiliate" 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.

        "Affiliate Real Estate Agreements" means, collectively, the Golf Course Lease, the Driving Range Lease, the Parking Facility Lease, the Shuttle Easement, the Building Lease, the Art Gallery Lease and the Dealership Lease Agreement.

        "Aircraft" has the meaning given in the FF&E Facility Agreement.

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        "Anticipated Cost Report" means a cost report in the format of the Summary Anticipated Cost Report but which, instead of setting forth the indicated information for each Line Item Category, sets forth the indicated information for each Line Item.

        "Anticipated Earnings" means, at any time, with respect to the Second Mortgage Notes Proceeds Account, the Company's Funds Account, the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account, respectively, the amount of investment income which the Company reasonably determines with the concurrence of the Disbursement Agent (acting in its sole discretion exercised in good faith) will accrue on the funds in each such Company Account through the anticipated Completion Date, taking into account the current and future anticipated rates of return on Permitted Investments in such Company Accounts and the anticipated times and amounts of draws from each such Company Account for the payment of Project Costs.

        "Appraisal" means any appraisal of the FF&E Component received by the FF&E Agent pursuant to clause (d) of the definition of "Completion" from Tech EquipLease, Inc., or such other Person as the FF&E Agent may select.

        "Aqua Theater Design Services Agreement" means that certain Professional Design Services Agreement dated as of October 12, 2001 between the Aqua Theater Designer and Wynn Las Vegas.

        "Aqua Theater Designer" means Marnell Architecture, a Professional Corporation, a Nevada corporation (fka AA Marnell II, Chtd.).

        "Aqua Theater Designer's Advance Certificate" means a certificate in the form of Exhibit C-6 to the Disbursement Agreement.

        "Art Gallery Lease Agreement" means that certain Lease Agreement between Valvino and Wynn Resorts Holdings dated as of November 1, 2001.

        "Availability Period" shall mean the period commencing on the Closing Date and ending on the earlier to occur of (a) the Final Completion Date and (b) the Outside Completion Deadline.

        "Available Funds" means, from time to time, the sum of (i) (A) $968,490,525 million less the aggregate of Advances made under the Bank Credit Facility (specifically excluding Advances under the Bank Revolving Debt Service Commitment Portion), plus until the Completion Date, (B) the lesser of (1) the aggregate of the unutilized Bank Revolving Debt Service Commitment Portion and (2) the aggregate amount of Debt Service due and payable during the period commencing on April 30, 2005 and ending on the Scheduled Completion Date then in effect, plus (ii) the aggregate then undrawn and unexpired amount of the Letters of Credit then outstanding under the Bank Credit Facility, plus (iii) the aggregate of the amounts on deposit in the Company's Funds Account (excluding funds transferred from the Completion Guaranty Deposit Account to the Company's Funds Account pursuant to Section 5.8.1 of the Disbursement Agreement to the extent such funds would not count as Available Funds under clause (iv) hereof had such funds remained on deposit in the Completion Guaranty Deposit Account) and the Second Mortgage Notes Proceeds Account and all Anticipated Earnings thereon, plus (iv) the aggregate amount which the Company is entitled to withdraw from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account pursuant to Section 5.8.3(i) of the Disbursement Agreement but which it has not withdrawn from such Company Accounts, plus (v) all Anticipated Earnings on the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account, plus (vi) the aggregate of the amounts on deposit in the Bank Proceeds Account, the Soft Costs Cash Management Account, the Hard Costs Cash Management Account, the Operating Account and the Interest Payment Account (after giving effect to any transfers of earnings thereon to the Company's Funds Account as contemplated in the Disbursement Agreement), plus (vii) the lesser of (A) the aggregate of (x) the unutilized "Gaming Equipment Commitment" specified in the FF&E Facility permitted under the FF&E Facility Agreement to be applied towards acquisition of Eligible FF&E Equipment consisting of "Gaming Equipment" or

2


"Transaction Costs" associated with Gaming Equipment (each as defined in the FF&E Facility Agreement) plus (y) amounts on deposit in the FF&E Proceeds Account, and (B) the aggregate amount of Remaining Costs for Line Items allocated to Eligible FF&E Equipment consisting of "Gaming Equipment" or "Transaction Costs" associated with Gaming Equipment (each as defined in the FF&E Facility Agreement) which has not yet been purchased; plus (viii) the lesser of (A) the aggregate of (x) the unutilized "Non-Gaming Equipment Commitment" specified in the FF&E Facility permitted under the FF&E Facility Agreement to be applied towards acquisition of Eligible FF&E Equipment consisting of "Non-Gaming Equipment" or "Transaction Costs" associated with Non-Gaming Equipment (each as defined in the FF&E Facility Agreement) plus (y) amounts on deposit in the FF&E Proceeds Account (excluding amounts on deposit in the FF&E Proceeds Account counted in clause (vii)(y) above), and (B) the aggregate amount of Remaining Costs for Line Items allocated to Eligible FF&E Equipment consisting of "Non-Gaming Equipment" or "Transaction Costs" associated with Non-Gaming Equipment (each as defined in the FF&E Facility Agreement) which has not yet been purchased, plus (ix) the lesser of (A) the aggregate amount of Project Costs which the Construction Guarantor and/or the Prime Contractor has agreed or confirmed in writing, to the reasonable satisfaction of the Disbursement Agent, that it is responsible for paying (on a timely basis relative to the Project's cash needs) from its own funds but which it has not yet paid, but only to the extent that such funds have been deposited in an account which is subject to a perfected first priority security interest in favor of the Disbursement Agent on behalf of the Project Secured Parties and (B) the aggregate amount of Remaining Costs for the "Marnell Corrao GMP" Line Item Category.

        "Bank Agent" means Deutsche Bank Trust Company Americas in its capacity as Administrative Agent under the Bank Credit Agreement and its successors in such capacity.

        "Bank Agent Fee Letter" means that certain Second Amended and Restated Administrative Agent Fee Letter dated as of October 30, 2002 among Wynn Las Vegas, Deutsche Bank Securities, Inc. and the Bank Agent.

        "Bank Company Collateral Account Agreement" means that certain Bank Company Collateral Account Agreement dated as of October 30, 2002 among the Company, the Bank Agent, the Disbursement Agent and the Securities Intermediary.

        "Bank Completion Guaranty Collateral Account Agreement" means that certain Bank Completion Guaranty Collateral Account Agreement dated as of October 30, 2002 among the Completion Guarantor, the Bank Agent, the Disbursement Agent and the Securities Intermediary.

        "Bank Credit Agreement" means that certain Credit Agreement dated as of October 30, 2002 among Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc., as joint documentation agent, Dresdner Bank AG, New York and Grand Cayman Branches, as arranger and joint documentation agent, JP Morgan Chase Bank, as joint documentation agent, and the Bank Lenders, or any permitted refinancings thereof.

        "Bank Credit Facility" means, collectively, the delay draw term loan credit facility and the revolving facility described in and made available from time to time to Wynn Las Vegas by the Bank Lenders under the Bank Credit Agreement.

        "Bank Deeds of Trust" means, collectively, the Bank Golf Course Deed of Trust, the Bank Hotel/Casino Deed of Trust, the Bank Phase II Deed of Trust, the Bank Palo Deed of Trust and the Bank DIIC Deed of Trust.

        "Bank DIIC Deed of Trust" means that certain Deed of Trust to be entered into pursuant to Section 3.3.22 of the Disbursement Agreement between Desert Inn Improvement as trustor, and

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Nevada Title Company as trustee, for the benefit of the Bank Agent as beneficiary, substantially in the form of Exhibit D to the Bank Credit Agreement.

        "Bank Fee Letter" the Amended and Restated Credit Facilities Fee Letter, dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A., Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.

        "Bank Golf Course Deed of Trust" means that certain Deed of Trust dated as of October 30, 2002 between Wynn Resorts Holdings as trustor, and Nevada Title Company as trustee, for the benefit of the Bank Agent as beneficiary.

        "Bank Guarantee and Collateral Agreement" means that certain Guarantee and Collateral Agreement dated as of October 30, 2002 executed by Wynn Las Vegas and each other Loan Party, in favor of the Bank Agent.

        "Bank Hotel/Casino Deed of Trust" means that certain Deed of Trust dated as of October 30, 2002 between Wynn Las Vegas as trustor, and Nevada Title Company as trustee, for the benefit of the Bank Agent as beneficiary.

        "Bank IP Security Agreement" means that certain Bank Intellectual Property Security Agreement dated as of October 30, 2002 made by the Wynn Las Vegas for the benefit of the Bank Agent.

        "Bank Lenders" means (a) the financial institutions which are now, or may in the future become, parties to the Bank Credit Agreement and (b) the counterparties to Interest Rate Agreements that are permitted to be secured by the Bank Security Documents, in each case, or their successors or assignees in such capacity as lenders or counterparties, as the case may be, under the Bank Credit Agreement.

        "Bank Local Company Collateral Account Agreement(s)" means one or more control agreements with respect to the Soft Costs Cash Management Account, the Hard Costs Cash Management Account, the Company's Payment Account and the Operating Account substantially in the form of Exhibit Z-1 and entered into by a bank that is reasonably acceptable to the Disbursement Agent pursuant to Sections 2.3.4, 2.3.8 and 2.3.9 of the Disbursement Agreement.

        "Bank Palo Deed of Trust" means that certain Deed of Trust dated as of October 30, 2002 between Palo as trustor, and Nevada Title Company as trustee, for the benefit of the Bank Agent as beneficiary.

        "Bank Parent Guarantee" means that certain Parent Guarantee dated as of October 30, 2002 entered into by Wynn Resorts Limited for the benefit of the Bank Agent and the Bank Lenders.

        "Bank Phase II Deed of Trust" means that certain Deed of Trust dated as of October 30, 2002 between Valvino as trustor, and Nevada Title Company as trustee, for the benefit of the Bank Agent as beneficiary.

        "Bank Proceeds Account" means the account referenced in Section 2.3.6 of the Disbursement Agreement and established pursuant to the Bank Company Collateral Account Agreement.

        "Bank Revolver Debt Service Commitment Portion" means the portion of the Bank Revolving Facility made available to Wynn Las Vegas by the Bank Lenders solely after the Scheduled Completion Date for the purpose of paying Debt Service under Section 6.11(a)(ii) of the Bank Credit Agreement.

        "Bank Revolving Facility" means the portion of the revolving loan credit facility described in and made available from time to time to Wynn Las Vegas by the Bank Lenders under the Bank Credit Agreement.

        "Bank Security Documents" means the Bank Deeds of Trust, the Bank Guarantee and Collateral Agreement, the Bank Parent Guarantee, the Collateral Agency Agreement, the Bank IP Security

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Agreement, the Bank Company Collateral Account Agreement, the Bank Completion Guaranty Collateral Account Agreement, the Bank Local Company Collateral Account Agreements, the Completion Guaranty and any other guaranties, deeds of trust, security agreements or collateral account agreements executed from time to time by any Loan Party and/or any of their direct or indirect Affiliates in favor of the Bank Agent or the Bank Lenders to guaranty or secure the obligations under the Bank Credit Facility.

        "Banking Day" means (a) for all purposes other than as covered by clause (b) below, any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York, Nevada or Utah or is a day on which banking institutions located in either such state are authorized or required by law or other governmental action to close, and (b) with respect to all notices, determinations, fundings and payments in connection with the "Eurodollar Rate" (as defined in the Bank Credit Agreement) or any "Eurodollar Loans" (as defined in the Bank Credit Agreement"), any day that is a Banking Day described in clause (a) above and that is also a day for trading by and between banks in Dollar deposits in the London, England interbank market.

        "Bankruptcy" means, with respect to any Person, that (i) a court having jurisdiction over any Project Security shall have entered a decree or order for relief in respect of such Person in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order has not been stayed; or any other similar relief shall have been granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against such Person, under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction over any Project Security for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over such Person, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of such Person, for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of such Person, and any such event described in this clause (ii) shall continue for 60 days unless dismissed, bonded or discharged; or (iii) such Person shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or such Person shall make any assignment for the benefit of creditors, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due and payable or if the fair market value of its assets does not exceed its aggregate liabilities; or (iv) such Person shall, or the board of directors, manager or managing member of such Person (or any committee thereof) shall, adopt any resolution or otherwise authorize any action to approve any of the actions referred to in clause (iii) above.

        "Bankruptcy Code" means Title 11 of the United Sates Code entitled "Bankruptcy," as now and hereafter in effect, or any successor statute thereto.

        "Base Rate Loans" means (a) with respect to Loans under the Bank Credit Facility, "Base Rate Loans" as defined in the Bank Credit Agreement and (b) with respect to Loans under the FF&E Facility, Loans in respect of which interest is payable at the "Base Rate" as defined in the FF&E Facility Agreement.

        "Building Department" means the Clark County Building Department.

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

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        "Business Plan" shall have the meaning given in Section 3.1.9 in the Disbursement Agreement.

        "Buy-Sell Agreement" means that certain Buy-Sell Agreement dated as of June 13, 2002 among Stephen A. Wynn, an individual, Kazuo Okada, an individual, Aruze USA, Inc., a Nevada corporation, and Aruze Corp., a Japanese public corporation.

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

        "Capital Stock" means 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.

        "Casino Land" means the approximately 55-acre tract of land owned by Wynn Las Vegas as more particularly described in Exhibit T-4 to the Disbursement Agreement.

        "Claims" has the meaning given in Section 11.15.2 of the Disbursement Agreement.

        "Closing Date" means the first date on which each of the conditions precedent listed in Section 3.1 of the Disbursement Agreement have been satisfied or waived.

        "Closing Financing Agreements" has the meaning given in Section 3.1.1(a) of the Disbursement Agreement.

        "Closing Payments" has the meaning given in Section 3.1.25 of the Disbursement Agreement.

        "Collateral Account Agreements" means, collectively, the Company Collateral Account Agreements, the FF&E Collateral Account Agreement, the Completion Guaranty Collateral Account Agreements and any other collateral account agreement entered into on or after the Closing Date granting any one or more of the Lenders a security interest in any account.

        "Collateral Agent" means Bank of America, N.A. in its capacity as collateral agent under the Collateral Agency Agreement and its successors in such capacity.

        "Collateral Agency Agreement" means that certain Collateral Agency Agreement dated as of October 30, 2002 among the Bank Agent, the Indenture Trustee and the Collateral Agent.

        "Commitment" means, (a) with respect to the Bank Credit Facility, the aggregate principal amount of all Loans to the Company which may be made under such Facility for the purpose of financing Project Costs and (b) with respect to each other Facility, the aggregate principal amount of all Loans or other advances to the Company which may be made under such Facility, as specified in the applicable Facility Agreement.

        "Commitment Letter" means that certain Amended and Restated Commitment Letter dated June 14, 2002, among Valvino, Wynn Resorts Holdings, Wynn Las Vegas, Deutsche Bank Trust Company Americas, Bank of America, N.A., Bear, Sterns & Co., Inc., and those certain initial agents, arrangers and managers party thereto.

        "Company" means Wynn Las Vegas, Capital Corp. and Wynn Design, jointly and severally.

        "Company Accounts Collateral" has the meaning given in Section 10.3 of the Disbursement Agreement.

        "Company Accounts" means the Company's Funds Account, the Second Mortgage Notes Proceeds Account, the Disbursement Account, the Soft Costs Cash Management Account, the Hard Costs Cash Management Account, the Company's Payment Account, the Interest Payment Account, the Bank Proceeds Account, the FF&E Proceeds Account, the Operating Account, the Completion Guaranty

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Deposit Account, the Project Liquidity Reserve Account and any other accounts or sub-accounts established pursuant to the Collateral Account Agreements.

        "Company Collateral Account Agreements" means, collectively, the Bank Company Collateral Account Agreement and the Second Mortgage Notes Company Collateral Account Agreement, the Bank Local Company Collateral Account Agreements, the Second Mortgage Notes Local Company Collateral Account Agreements.

        "Company's Closing Certificate" means a Closing Certificate in the form of Exhibit B-1 to the Disbursement Agreement.

        "Company's Funds Account" means the account referenced in Section 2.3.1 of the Disbursement Agreement and established pursuant to the Company Collateral Account Agreements.

        "Company's Payment Account" means the account referenced in Section 2.3.9 of the Disbursement Agreement and established pursuant to the Local Account Company Collateral Account Agreements.

        "Company's FF&E Payment Account" means the account referenced in Section 2.3.10 of the Disbursement Agreement and established pursuant to the FF&E Local Company Collateral Account Agreement.

        "Completion" means that each of the following has occurred:

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        "Completion Certificates" means, collectively, the Completion Certificates in the form of Exhibits W-1, W-2, W-3, W-4, W-5, W-6, W-7, and W-8 to the Disbursement Agreement to be delivered by the Company, the Construction Consultant, the Project Architect, the Prime Contractor, the Golf Course Designer, the Aqua Theater Designer, the Golf Course Contractor and the Parking Structure Contractor, respectively.

        "Completion Date" means the date on which the Disbursement Agent countersigns the Company's Completion Certificate acknowledging that Completion has occurred.

        "Completion Guarantor" means Wynn Completion Guarantor, L.L.C., a Nevada limited liability company.

        "Completion Guaranty" means that certain Completion Guaranty dated as of October 30, 2002 executed by the Completion Guarantor in favor of the Bank Agent (acting on behalf of the Bank Lenders) and the Indenture Trustee (acting on behalf of the Second Mortgage Note Holders).

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        "Completion Guaranty Collateral Account Agreements" means, collectively, the Bank Completion Guaranty Collateral Account Agreement and the Second Mortgage Notes Completion Guaranty Collateral Account Agreement.

        "Completion Guaranty Deposit Account" means the account referenced in Section 2.3.11 of the Disbursement Agreement and established pursuant to the Completion Guaranty Collateral Account Agreement.

        "Completion Guaranty Release Certificates" means, collectively, the Completion Guaranty Release Certificates in the form of Exhibits V-5 and V-6 to the Disbursement Agreement to be delivered by the Company and the Construction Consultant, respectively.

        "Completion Guaranty Release Conditions" means that (a) Completion shall have occurred, (b) a Notice of Completion has been posted with respect to the Project and recorded in the Office of the County Recorder of Clark County, Nevada and the statutory period for filing mechanics liens under Nevada law with respect to work performed before filing such Notice of Completion has expired, (c) the Funding Agents have received final 101.6 endorsements from the Title Insurer insuring the priority of their respective Liens on the Project Security, (d) the Company shall have delivered to the Disbursement Agent, the Bank Agent, the Indenture Trustee and the FF&E Agent its Completion Guaranty Release Certificate certifying that (i) all Project Punchlist Items have been completed other than Punchlist Items with an aggregate value (as reasonably determined by the Construction Consultant) of not more than $17.5 million so long as 150% of the Project Punchlist Completion Amount for such uncompleted Punchlist Items shall have been reserved in the Company's Funds Account, the Bank Proceeds Account, the FF&E Proceeds Account and/or the Completion Guaranty Deposit Account and (ii) the Company has settled with the Contractors all claims for payments and amounts due under the Contracts and the Company has received a final lien release from each Contractor and Subcontractor as required under the Disbursement Agreement, each in the form of Exhibit N to the Prime Construction Contract other than with respect to disputed claims (including claims subject to audit before payment) not exceeding $15.0 million in the aggregate so long as an amount equal to such disputed amounts shall have been reserved in the Company's Funds Account, the Bank Proceeds Account, the FF&E Proceeds Account and/or the Completion Guaranty Deposit Account, (e) the Construction Consultant shall have delivered its Completion Guaranty Release Certificate, and (f) the Company shall have delivered from the surety under each Payment and Performance Bond required pursuant to Section 5.14 of the Disbursement Agreement a "Consent of Surety to Final Payment" (AIA form G707) other than with respect to Contracts and Subcontracts which the Company is disputing amounts in accordance with clause (d)(ii) above.

        "Completion Guaranty Release Date" means the date on which the Disbursement Agent countersigns the Company's Completion Guaranty Release Certificate acknowledging that Completion Guaranty Release Conditions have been satisfied.

        "Consents" means consents to the collateral assignment by the Company of Material Project Documents in the form of Exhibit S to the Disbursement Agreement.

        "Construction Agreements" means, collectively, the Prime Construction Contract, the Golf Course Construction Contract and the Parking Structure Construction Contract.

        "Construction Consultant" means Inspection & Valuation International, Inc. or any other Person designated from time to time by the Bank Agent, in its sole discretion acting pursuant to the Disbursement Agreement, to serve as the Construction Consultant under the Disbursement Agreement.

        "Construction Consultant Engagement Agreement" means that certain engagement letter dated as of July 17, 2002 by and among the Construction Consultant and Deutsche Bank Trust Company Americas, as amended by that certain letter dated as of October 30, 2002 by and among the

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Construction Consultant, the Representatives of the Underwriters, the Disbursement Agent, the Bank Agent, the Indenture Trustee and the FF&E Agent.

        "Construction Consultant's Advance Certificate" means an advance certificate in the form of Exhibit C-2 to the Distribution Agreement.

        "Construction Consultant's Closing Certificate" means a closing certificate in the form of Exhibit B-2 to the Disbursement Agreement.

        "Construction Consultant's Report" means a report or an updated report of the Construction Consultant delivered to the Disbursement Agent, the Bank Agent, the Representatives of the Underwriters and the FF&E Agent pursuant to Section 3.1.11 and Section 3.3.25 of the Disbursement Agreement and stating, among other things, that (a) the Construction Consultant has reviewed the Material Project Documents, the Plans and Specifications, and other material information deemed necessary by the Construction Consultant for the purpose of evaluating whether the Project can be constructed and completed in the manner contemplated by the Operative Documents, and (b) based on its review of such information, the Construction Consultant is of the opinion that the Project can be constructed in the manner contemplated by the Operative Documents and, in particular, that the Project can be constructed and completed in accordance with the Material Project Documents and the Plans and Specifications within the parameters set by the Project Schedule and the Project Budget.

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

        "Construction Guaranty" means that certain Amended and Restated Continuing Guaranty dated as of October 22, 2002 executed by the Construction Guarantor in favor of Wynn Las Vegas.

        "Contract Amendment Certificate" means a Contract Amendment Certificate in the form of Exhibit G to the Disbursement Agreement.

        "Contractors" means 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 (including the Prime Contractor, the Golf Course Contractor, the Parking Structure Contractor, the Golf Course Designer and the Aqua Theater Designer).

        "Contracts" means, 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 (including Construction Agreements, each Payment and Performance Bond and the Professional Design Services Agreements).

        "Controlled Group" means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Company, are treated as a single employer under Section 414(b) or 414(c) of the Internal Revenue Code of 1986, as amended.

        "Controlling Person" means (a) until the initial Advance under the Bank Credit Facility, the Indenture Trustee and (b) from and after the initial Advance under the Bank Credit Facility, (i) in connection with the exercise of remedies with respect to, or disbursement of funds from, the FF&E Proceeds Account or the Company's FF&E Payment Account during a Potential Event of Default or Event of Default, the FF&E Agent; (ii) from and after the funding of the FF&E Reimbursement Advance by the FF&E Lenders, in connection with the exercise of remedies with respect to the FF&E Component during a Potential Event of Default or Event of Default or any other matter relating exclusively to the FF&E Component, the FF&E Agent; and (iii) in connection with any matter not specifically addressed in clauses (b)(i) and (ii) above, the Bank Agent.

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        "Dealership Lease Agreement" means that certain Lease Agreement to be entered into by Wynn Las Vegas, as lessor, and an Affiliate of Wynn Las Vegas, 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.

        "Debt Service" means all principal repayments, interest or premium, if any, and other amounts payable or accrued from time to time under any of the Bank Credit Agreement, the Second Mortgage Notes, or the FF&E Facility.

        "Deeds of Trust" means, collectively, the Bank Deeds of Trust and the Second Mortgage Notes Deeds of Trust.

        "De Minimis Scope Change(s)" means any Scope Change which does not increase or decrease the amount of Project Costs by more than $250,000; provided that, the aggregate absolute value of all such De Minimis Scope Changes may not exceed $10,000,000, in the aggregate.

        "Delivery Requirement" has the meaning given to such term in the Bank Credit Agreement.

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

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

        "Development Agreements" means collectively, that certain Restrictive Covenant Running with the Land by and between Clark County, Nevada and Sheraton Desert Inn Corporation, dated as of December 9, 1999, that certain Dedication Agreement by and between Clark County, Nevada and Hotel A LLC, a Nevada limited liability company, dated as of May 21, 2002 and any other agreements relating to the construction of the Project entered into between the Company and a Governmental Authority.

        "DIIC Permitted Encumbrances" means the exceptions set forth on Exhibit N-5 to the Disbursement Agreement and a standard A.L.T.A. exception for mechanics liens; provided that any mechanic's or materialmen's lien that has been actually filed or recorded shall not constitute a DIIC Permitted Encumbrance.

        "Disbursement Account" means the account referenced in Section 2.3.3 of the Disbursement Agreement and established pursuant to the Company Collateral Account Agreements.

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

        "Disbursement Agent Fee Letter" means that certain Disbursement Agent Fee Letter dated October 30, 2002 among the Company, Deutsche Bank Securities, Inc. and the Disbursement Agent.

        "Disbursement Agreement" means that certain Master Disbursement Agreement dated as of October 30, 2002 among the Company, the Bank Agent, the Indenture Trustee, the FF&E Agent and the Disbursement Agent.

        "Disposition" has the meaning given in the Bank Credit Agreement.

        "Dollar" and "$" means dollars in lawful currency of the United States of America.

        "Driving Range Lease" means that certain Driving Range Lease dated as of October 21, 2002 between Valvino, as landlord, and Wynn Las Vegas, as tenant.

        "Eligible FF&E Equipment" means the fixtures, furniture and equipment eligible to be financed under the FF&E Facility and described on Exhibit T-2.

        "Environmental Claim" means any and all obligations, liabilities, losses, administrative, regulatory or judicial actions, suits, demands, decrees, claims, liens, judgments, warning notices, notices of

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noncompliance or violation, investigations, proceedings, removal or remedial actions or orders, or damages (foreseeable and unforeseeable, including consequential and punitive damages), penalties, fees, out-of-pocket costs, expenses, disbursements, attorneys' or consultants' fees, relating in any way to any Environmental Law or any Permit issued under any such Environmental Law (hereafter "Claims") including (a) any and all Claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Substances or arising from alleged injury or threat of injury to health, safety or the environment.

        "Environmental Law" means any of:

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        "Environmental Matter" means any:

        "Environmental Permits" has the meaning given in the Bank Credit Agreement.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and ruling issued thereunder.

        "ERISA Plan" means any employee benefit plan (other than a Multiemployer Plan) (a) maintained by the Company or any member of the Controlled Group, or to which the Company or any member of the Controlled Group contributes or is obligated to contribute, for its employees and (b) covered by Title IV of ERISA or to which Section 412 of the Code applies.

        "Event of Default" has the meaning given in Section 7.1 of the Disbursement Agreement.

        "Eurodollar Loans" means (a) with respect to Loans under the Bank Credit Facility, "Eurodollar Loans" as defined in the Bank Credit Agreement and (b) with respect to Loans under the FF&E Facility, Loans as to which the "Eurodollar Rate," as defined in the FF&E Facility Agreement, applies.

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        "Event of Force Majeure" means any event that causes a delay in the construction of the Project and is outside any Loan Party's reasonable control but only to the extent (a) such event does not arise out of the negligence or willful misconduct of any Loan Party and (b) such event consists of an Act of God (such as tornado, flood, hurricane, etc.); fires and other casualties; strikes, lockouts or other labor disturbances (except to the extent taking place at the Site only); riots, insurrections or civil commotions; embargoes, shortages or unavailability of materials, supplies, labor, equipment and systems that first arise after the Closing Date, but only to the extent caused by another act, event or condition covered by this clause (b); the requirements of law, statutes, regulations and other Legal Requirements enacted after the Closing Date (unless such Loan Party should, in the exercise of due diligence and prudent judgment, have anticipated such enactment); orders or judgments; or any similar types of events, provided that the Company has sought to mitigate the impact of the delay.

        "Event of Loss" means, with respect to any property or asset (tangible or intangible, real or personal), any of the following: (A) any loss, destruction or damage of such property or asset; (B) any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or (C) any settlement in lieu of clause (B) above.

        "Exhaustion" means, (a) with respect to the Bank Credit Facility and the FF&E Facility, the time at which the "Commitment" under such Facility has been utilized, the Bank Proceeds Account or the FF&E Proceeds Account, as the case may be, has no funds remaining on deposit therein and no further Advances are available thereunder, (b) with respect to the Second Mortgage Notes, the time at which no funds remain in the Second Mortgage Notes Proceeds Account and (c) with respect to the Company's Funds Account, the time at which no funds remain on deposit therein.

        "Facility" or "Facilities" means, as the context may require, any or all of the Bank Credit Facility, the Second Mortgage Notes Proceeds and the FF&E Facility.

        "Facility Agreements" means, collectively, the Bank Credit Agreement, the Second Mortgage Notes Indenture and the FF&E Facility Agreement.

        "Fair Market Value" means, with respect to the FF&E Collateral or a portion thereof as of any date, the price which a purchaser would pay to purchase such FF&E 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, the appraiser shall assume such FF&E Collateral is in the same condition as it was when it was purchased by the Company (without giving effect to depreciation caused by the fact that such items may have been delivered and/or installed prior to the date of such Appraisal). Each appraiser shall use such reasonable methods of appraisal as are reasonably satisfactory to the FF&E Agent.

        "FF&E Agent" means Wells Fargo Bank Nevada, National Association, in its capacity as Collateral Agent under the FF&E Facility Agreement and its successors in such capacity.

        "FF&E Agent Fee Letter" means the "Collateral Agent Fee Letter" as defined in the FF&E Facility Agreement.

        "FF&E Arrangement Fee Letter" means the "Arrangement Fee Letter" as defined in the FF&E Facility Agreement.

        "FF&E Collateral Account Agreement" means that certain FF&E Collateral Account Agreement dated as of October 30, 2002 among the Company, the FF&E Agent, the Disbursement Agent and the Securities Intermediary.

        "FF&E Component" means, from time to time, any and all items constituting Eligible FF&E Equipment that have been approved (or deemed approved) by the FF&E Lenders pursuant to Section 2.4.1(e) or Section 2.8 of the Disbursement Agreement and in respect of which the FF&E

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Lenders have advanced funds pursuant to the FF&E Reimbursement Advance or Section 2.5.1(a)(iii) of the Disbursement Agreement, and, in each case, any "Transaction Costs" (as defined in the FF&E Facility Agreement) related thereto; provided, however, that the term "FF&E Component" shall (a) include any items of Eligible FF&E Collateral which are added to the FF&E Component in accordance with the procedures contemplated in paragraph (d) of the definition of "Completion" and (b) shall exclude any items of Eligible FF&E Collateral which are deleted from the FF&E Component in accordance with the procedures set forth in paragraph (d) of the definition of "Completion." The FF&E Component, as it exists from time to time, shall be described in Exhibit T-3 to the Disbursement Agreement. The FF&E Component shall not include the Aircraft.

        "FF&E Facility" means the loan credit facility made available to Wynn Las Vegas by the FF&E Lenders pursuant to the FF&E Facility Agreement.

        "FF&E Facility Agreement" means that certain loan agreement among Wynn Las Vegas, the FF&E Agent and the FF&E Lenders dated as of October 30, 2002 or any permitted refinancings thereof.

        "FF&E Intercreditor Agreement" means that certain Intercreditor Agreement (FF&E) dated as of October 30, 2002 among the Bank Agent, the Indenture Trustee and the FF&E Agent.

        "FF&E Lenders" means the financial institution(s) which are now, or may in the future become, parties to the FF&E Facility Agreement.

        "FF&E Local Company Collateral Account Agreement(s)" means one or more control agreements with respect to the Company's FF&E Payment Account substantially in the form of Exhibit Z-3 and entered into by a bank that is reasonably acceptable to the Disbursement Agent pursuant to Sections 2.3.10 of the Disbursement Agreement.

        "FF&E Proceeds Account" means the account referenced in Section 2.3.7 of the Disbursement Agreement and established pursuant to the FF&E Collateral Account Agreement.

        "FF&E Reimbursement Advance" means the Advance made by the FF&E Lenders under the FF&E Facility in an amount equal to 75% of the aggregate amount of Project Costs previously Advanced from the Company's Funds Account and the Second Mortgage Notes Proceeds Account in respect of Eligible FF&E Component Equipment that will become FF&E Component pursuant to Section 2.4.1(e) of the Disbursement Agreement.

        "FF&E Secured Parties" means the FF&E Agent, the FF&E Lenders, the Bank Agent, the Bank Lenders, the Indenture Trustee and the Second Mortgage Notes Holders and the Disbursement Agent acting on behalf of any of the foregoing.

        "FF&E Security Documents" means collectively, (a) that certain Borrower Security Agreement dated as of October 30, 2002 between Wynn Las Vegas and the FF&E Agent, (b) that certain Aircraft Security Agreement dated as of October 30, 2002 to be executed by Wells Fargo Bank, National Association, not in its individual capacity but solely as trustee of that certain trust credit under the Trust Agreement dated May 10, 2002, (c) that certain Borrower Aircraft Assignment dated as of October 30, 2002 between Wynn Las Vegas and the FF&E Agent, (d) the FF&E Collateral Account Agreement and (e) any guaranties, security agreements or collateral account agreements executed from time to time by any of the Loan Parties or one or more of their direct or indirect Affiliates in favor of the FF&E Agent or the FF&E Lenders to guaranty or secure the obligations under the FF&E Facility and the FF&E Collateral Account Agreements.

        "Fifty Percent Completion Date" means the date the following conditions have been satisfied as set forth in a certificate in the form of Exhibit V-3 to the Disbursement Agreement delivered by the Company, and (other than with respect to clause (b)(B) below) a certificate in the form of Exhibit V-4 to the Disbursement Agreement delivered by the Construction Consultant: (a) 50% of the work

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required to achieve completion of the Project has been completed (determined by (i) the amount of Hard Costs incurred to such date and allocated to the "Marnell Corrao GMP Contract," "Interior Furnishings/Signage/Electronic Systems," "Miscellaneous Capital Projects," "Golf Course" and "Parking Garage" Line Item Categories under the Project Budget, as compared to (ii) the total amount of Hard Costs set forth in the Project Budget (as then in effect) under the following Line Item Categories:"Marnell Corrao GMP Contract," "Interior Furnishings/Signage/Electronic Systems," "Miscellaneous Capital Projects," "Golf Course" and "Parking Garage") and (b) all Contractors and Subcontractors have been paid in full or will be paid in full with the pending Advance Request for work performed through such date (other than (A) Retainage Amounts, and other amounts, that, as of the Fifty Percent Completion Date, are being withheld from the Contractors and Subcontractors in accordance with the provisions of the Project Documents, and (B) amounts being contested in accordance with the Financing Agreements so long as adequate reserves have been established through an allocation in the Anticipated Cost Report and in accordance with any requirements of such Financing Agreements) and have provided lien waivers to the extent required under Section 3.3.7 of the Disbursement Agreement for all work performed prior to the Fifty Percent Completion Date.

        "Fifty Percent Completion Date Certificate" means a certificate issued by the Company and confirmed by Construction Consultant in the form of Exhibit V-3 to the Disbursement Agreement.

        "Final Completion" means that (a) Completion shall have occurred, (b) the Project shall have received a permanent certificate of occupancy from the Building Department (and copies of such certificate shall have been delivered to the Disbursement Agent, the Bank Agent, the Indenture Trustee and the Construction Consultant), (c) a Notice of Completion has been posted with respect to the Project and recorded in the Office of the County Recorder of Clark County, Nevada and the statutory period for filing mechanics liens under Nevada law with respect to work performed before filing such Notice of Completion has expired, (d) the Funding Agents have received final 101.6 endorsements from the Title Insurer insuring the priority of their respective Liens on the Project Security, (e) the Company shall have delivered to the Disbursement Agent, the Bank Agent, the Indenture Trustee and the FF&E Agent its Final Completion Certificate certifying that (i) all Project Punchlist Items have been completed and (ii) the Company has settled with the Contractors all claims for payments and amounts due under the Contracts and the Company has received a final lien release from each Contractor and Subcontractor as required under the Disbursement Agreement, (f) the Construction Consultant, the Project Architect and the Prime Contractor each shall have delivered its Final Completion Certificate and the Company and the Construction Consultant shall have accepted the Prime Contractor's Final Completion Certificate in accordance with Section 6.2.2 of the Disbursement Agreement, (g) the Company shall have delivered to the Funding Agents and the Construction Consultant an "as built survey" of the Project, and (h) the Company shall have delivered from the surety under each Payment and Performance Bond required pursuant to Section 5.14 of the Disbursement Agreement a "Consent of Surety to Final Payment" (AIA form G707).

        "Final Completion Certificates" means, collectively, the Final Completion Certificates in the forms of Exhibits W-13, W-14, W-15, and W-16, to the Disbursement Agreement to be delivered by the Company, the Construction Consultant, the Project Architect and the Prime Contractor, respectively.

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

        "Final Plans and Specifications" means, with respect to any particular work or improvement, Plans and Specifications which (i) have received final approval from all Governmental Authorities required to approve such Plans and Specifications prior to completion of the work or improvements; (ii) contain sufficient specificity to permit the completion of the work or improvement and (iii) are consistent with the standards set forth in Exhibit X-1 of the Disbursement Agreement.

        "Financing Agreements" means, collectively, the Disbursement Agreement, the Bank Credit Agreement, the Second Mortgage Notes Indenture, the FF&E Facility Agreement, the Security

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Documents, the Second Mortgage Notes, the Collateral Agency Agreement, the Disbursement Agent Fee Letter, the Bank Agent Fee Letter, the FF&E Agent Fee Letter, the Bank Fee Letter and any other loan or security agreements entered into on, prior to or after the Closing Date with the Bank Agent, the Disbursement Agent, the Indenture Trustee or the FF&E Agent in connection with the financing of the Project.

        "Fiscal Year" shall have the meaning given in the Bank Credit Agreement.

        "Funding Agents" means, collectively, the Bank Agent, the Indenture Trustee and the FF&E Agent.

        "GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time.

        "Gaming Facility" means any building or other structure used or expected to be used to enclose space in which a gaming operation is conducted and (i) is wholly or partially owned, directly or indirectly, by Wynn Las Vegas or an Affiliate of Wynn Las Vegas or (ii) any portion or aspect of which is managed or used, or expected to be managed or used, by Wynn Las Vegas or an Affiliate of Wynn Las Vegas.

        "Golf Course" means Le Rêve's Tom Fazio/Stephen A. Wynn designed 18-hole golf course to be situated on the Golf Course Land.

        "Golf Course Construction Contract" means that one or more construction contracts to be entered into between Wynn Resorts Holdings and/or Wynn Las Vegas and a Contractor for the construction of the Golf Course.

        "Golf Course Contractor" means one or more entities that will construct the Golf Course on the Golf Course Land pursuant to the Golf Course Construction Contract.

        "Golf Course Contractor's Advance Certificate" means a certificate in the form of Exhibit C-7 to the Disbursement Agreement.

        "Golf Course Design Services Agreement" means that certain Agreement dated as of October 21, 2002 between the Golf Course Designer and Wynn Design.

        "Golf Course Designer" means T.J.F. Golf, Inc., a Florida corporation.

        "Golf Course Designer's Advance Certificate" means a certificate in the form of Exhibit C-5 to the Disbursement Agreement.

        "Golf Course Driving Range Lease" means that certain Lease Agreement dated as of October 21, 2002 between Valvino, as lessor, and Wynn Las Vegas, as lessee.

        "Golf Course Land" means the land 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 Water Utility Land (b) the Wynn Home Site until such time (if ever) as the Wynn Home Site Release Conditions shall have been satisfied and (c) the Home Site Land and Palo Home Site Land until such time (if ever) as the release conditions set forth in Section 7.5(l) of the Bank Credit Agreement and Section 10.03 of the Second Mortgage Notes Indenture shall have been satisfied.

        "Golf Course Land Easements" means the easements appurtenant, easements in gross, license agreements and other rights running for the benefit of the Company, Wynn Resorts Holdings, Palo or Desert Inn Improvement and/or appurtenant to the Golf Course Land, including, without limitation, those certain easements and licenses described in the Title Policy.

        "Golf Course Lease" means that certain Golf Course Lease dated as of October 21, 2002 between Wynn Resorts, as landlord, and Wynn Las Vegas, as tenant.

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        "Governmental Authority" means 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, the Nevada Public Utilities Commission, any zoning authority, the FDIC, the Comptroller of the Currency or the Federal Reserve Board, any central bank or any comparable authority), any 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.

        "Hard Costs" means the Project Costs set forth in the Project Budget under (a) the "Hard Cost Construction Contingency" Line Item under the "Construction Contingency" Line Item Category, together with (b) the following other Line Item Categories:

        "Hard Costs Cash Management Account" means the account referenced in Section 2.3.4 of the Disbursement Agreement and established pursuant to the Local Account Company Collateral Account Agreements.

        "Hazardous Substances" means (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 Sections 6 or 7 of the TSCA; those substances defined as "contaminants" by Section 1401of 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.

        "Hazardous Materials Activities" means 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.

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

        "Improvements" means the buildings, fixtures and other improvements to be situated on the Mortgaged Property.

        "In Balance" means that, at the time of calculation and after giving effect to any requested Advance (or, if no Advance is then being requested, after deducting from Available Funds the amount of costs incurred but not paid since the date of the immediately preceding Advance), (a) the Unallocated Contingency Balance equals or exceeds the Required Minimum Contingency, (b) the Available Funds equal or exceed the sum of the aggregate Remaining Costs for each Line Item Category plus the Required Minimum Contingency and (c) there shall be no negative number identified for any Line Item Category in column L ("Variance Over/Under") of the Summary Anticipated Cost Report.

        "Indebtedness," as applied to any Person, means (a) all indebtedness for borrowed money, (b) that portion of obligations with respect to leases which are or should be, in accordance with generally accepted accounting principles, classified as a capital lease and a liability on a balance sheet, (c) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (d) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (i) due more than six months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument, and (e) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person. Obligations under Interest Rate Agreements do not constitute Indebtedness hereunder. All obligations under the Financing Agreements shall constitute Indebtedness hereunder.

        "Indemnitees" has the meaning given in Section 11.15.2 of the Disbursement Agreement.

        "Indenture Trustee" means Wells Fargo Bank, National Association, in its capacity as the initial trustee under the Second Mortgage Notes Indenture and its successors in such capacity.

        "Independent Consultants" means collectively the Construction Consultant, the Insurance Advisor or their successors appointed pursuant to the Disbursement Agreement.

        "Insurance Advisor" means Marsh USA Inc., or its successor, appointed pursuant to the Disbursement Agreement.

        "Insurance Advisor's Closing Certificate" means a closing certificate in the form of Exhibit B-3 to the Disbursement Agreement.

        "Intercreditor Agreements" means, collectively, the Project Lenders Intercreditor Agreement and the FF&E Intercreditor Agreement.

        "Interest Payment Account" means the account referenced in Section 2.3.5 of the Disbursement Agreement and established pursuant to the Company Collateral Account Agreements.

        "Interest Rate Agreement" means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement (including, without limitation, the "Specified Hedge Agreements" as such term is defined in the Bank Credit Agreement).

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

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        "Legal Requirements" means all laws, statutes, orders, decrees, injunctions, licenses, permits, approvals, agreements and regulations of any Governmental Authority having jurisdiction over the matter in question, including, without limitation, Nevada Gaming Laws.

        "Lender" means any of the Bank Lenders, the Second Mortgage Note Holders and the FF&E Lenders.

        "Letter of Credit" has the meaning given in the Bank Credit Agreement.

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

        "Line Item" means each of the individual line items set forth in the Line Item Category Detailed Anticipated Cost Report and the Monthly Requisition Report (as in effect from time to time), which individual line items shall be reasonably acceptable to the Disbursement Agent and the Construction Consultant.

        "Line Item Category" means each of the following line item categories of the Project Budget:

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        "Line Item Category Detailed Anticipated Cost Report" means any of the anticipated cost reports in the forms of Schedules 1 through 19 to Exhibit H-3 to the Disbursement Agreement and which provides, for each Line Item Category, the detailed supporting information broken down by Line Item.

        "Loan Parties" shall mean Valvino, Wynn Las Vegas, Wynn Design & Development, Wynn Resorts Holdings, Capital Corp., Palo, Desert Inn Improvement, Desert Inn Water, World Travel, Las Vegas Jet, and each other Subsidiary of Valvino (other than the Completion Guarantor) which is a party to a Material Project Document or a Security Document.

        "Loans" means, as the context may require (a) the Term Loans made under the Bank Credit Facility and the Revolving Credit Loans made under the Bank Revolving Facility or (b) the loans made under the FF&E Facility.

        "Local Account Company Collateral Account Agreement(s)" means the Bank Local Company Collateral Account Agreements and the Second Mortgage Notes Local Company Collateral Account Agreements.

        "Loss Proceeds" has the meaning given in Section 5.21 of the Disbursement Agreement.

        "Major Project Participant" shall mean each Person who is party to a Material Project Document.

        "Material Adverse Effect" means a material adverse condition or material adverse change in or affecting (a) the business, assets, liabilities, property, condition (financial or otherwise), results of operations, prospects, value or management of the Company and the other Loan Parties, taken as a whole, or of any Project Credit Support Provider, or that calls into question in any material respect the Projections or any of the material assumptions on which the Projections were prepared, (b) the Project, (c) the ability of the Company to achieve Completion on or prior to the Scheduled Completion Date; (d) the validity or enforceability of any Financing Agreement; (e) the validity, enforceability or priority of the Liens purported to be created under the Security Documents; or (f) the rights and remedies of any Secured Party under any Financing Agreement.

        "Material Project Document" means any of the Prime Construction Contract, the Golf Course Construction Contract, the Parking Structure Construction Contract, the Professional Design Services Agreements, the Construction Guaranty, the Water Supply Contract, the Affiliate Real Estate Agreements, and, without duplication, any Project Document with a total contract amount in excess of $5,000,000 and each Payment and Performance Bond issued to support any of the foregoing.

        "Monthly Requisition Report" means a Monthly Requisition Report in the form of Appendix III to Exhibit C-1 to the Disbursement Agreement and which provides the information therein segregated by Line Item Categories and by Line Item.

        "Moody's" means Moody's Investors Service, Inc., a Delaware corporation, or any successor thereof.

        "Mortgaged Property" means, collectively, all real and personal property which is subject or is intended to become subject to the security interests or liens granted by any of the Bank Deeds of Trust and the Second Mortgage Note Deeds of Trust.

        "Multiemployer Plan" means a multi-employer plan as defined in Section 3(37) of ERISA to which the Company or any member of the Controlled Group contributes or has an obligation to contribute on behalf of its employees.

        "Nevada Gaming Authorities" means, collectively, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and the Clark County Liquor and Gaming Licensing Board.

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        "Nevada Gaming Laws" means the Nevada Gaming Control Act, as modified in Chapter 463 of the Nevada Revised Statutes, as amended from time to time, and the regulations of the Nevada Gaming Commission promulgated thereunder, as amended from time to time.

        "Notice of Advance Request" means a Notice of Advance Request in the form of Exhibit D to the Disbursement Agreement.

        "On-Site Cash" shall have the meaning given to such term in the Bank Credit Agreement.

        "Obligations" means (a) all loans, advances, debts, liabilities, and obligations, howsoever arising, owed by the Company or any other Loan Party under the Bank Credit Agreement, the Second Mortgage Notes Indenture, the FF&E Facility or otherwise to any Lender of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of the Disbursement Agreement, any of the other Financing Agreements or any of the other Operative Documents, including all interest (including interest accruing after the maturity of the Loans and the Second Mortgage Notes 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 proceeding), fees, premiums, if any, charges, expenses, attorneys' fees and accountants fees chargeable to any Loan Party in connection with its dealings with the such Loan Party and payable by any Loan Party hereunder or thereunder; (b) any and all sums advanced by the Disbursement Agent or any Lender in order to preserve the Project Security or preserve any Secured Party's security interest in the Project Security, including all Protective Advances; and (c) in the event of any proceeding for the collection or enforcement of the Obligations after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Project Security, or of any exercise by any Secured Party of its rights under the Security Documents, together with reasonable attorneys' fees and court costs.

        "Opening Conditions" means, collectively, the following:

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        "Opening Date" means the date on which all or any portion of the Project is open for business, and the Opening Conditions shall have been satisfied.

        "Opening Date Certificates" means, collectively, the certificates in the form of Exhibits W-9, W-10, W-11, and W-12 to the Disbursement Agreement to be delivered by the Company, the Construction Consultant, the Prime Contractor and the Project Architect, respectively.

        "Operating Account" means the account referenced in Section 2.3.8 of the Disbursement Agreement and established pursuant to the Local Account Company Collateral Account Agreements.

        "Operating Costs" means all actual cash costs incurred by the Company and related to the operation of the Project or any portion thereof in the ordinary course of business, including, without limitation, costs incurred for labor, consumables, utility services, and all other operation related costs; provided that (a) Operating Costs shall not include non-cash charges (including depreciation and amortization), (b) Debt Service shall constitute Operating Costs from and after the Completion Date but not prior to such date and (c) operating costs of the "preview center" at the Site shall constitute Operating Costs at all times.

        "Operative Documents" means the Financing Agreements and the Project Documents.

        "Original Aircraft Lender" means Bank of America, N.A.

        "Outside Completion Deadline" means September 30, 2005.

        "Outstanding Releases" has the meaning given in Section 3.3.7 of the Disbursement Agreement.

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        "Palo" means Palo, LLC, a Delaware limited liability company.

        "Palo Home Site Land" means the approximately 1.24-acre tract of land adjacent to the Golf Course owned by Palo, as more particularly described in Exhibit T-4 to the Disbursement Agreement.

        "Palo Permitted Encumbrances" has the meaning given in Section 3.1.28 of the Disbursement Agreement.

        "Parking Facility Lease" means that certain Parking Facility Lease dated as of October 21, 2002 between Valvino, as landlord, and Wynn Las Vegas, as tenant.

        "Parking Structure Construction Contract" means that certain Design/Build Agreement dated as of June 6, 2002 between the Company and the Parking Structure Contractor.

        "Parking Structure Contractor" means Bomel Construction Co., Inc., a California corporation.

        "Payment and Performance Bond" means any payment and performance bond delivered under any Contract or Subcontract (including the Prime Contractor Payment and Performance Bond) in favor of the Company or the Prime Contractor, the Bank Agent acting on behalf of the Bank Lenders) and the Indenture Trustee (acting on behalf of the Second Mortgage Note Holders) supporting the Contractor's or Subcontractor's obligations under any such Contract.

        "Permits" means all authorizations, consents, decrees, permits, waivers, privileges, approvals from and filings with all Governmental Authorities necessary for the construction, development, ownership, lease or operation of the Project in accordance with the Operative Documents.

        "Permitted Businesses" shall have the meaning given in the Bank Credit Agreement.

        "Permitted Encumbrances" means with respect to the Deed of Trust executed by Wynn Las Vegas, the Wynn Las Vegas Permitted Encumbrances; with respect to the Deeds of Trust executed by Valvino, the Valvino Permitted Encumbrances; with respect to the Deeds of Trust executed by Palo, the Palo Permitted Encumbrances; with respect to the Deeds of Trust executed by Wynn Resorts Holdings, the Wynn Resorts Holdings Permitted Encumbrances; and with respect to the Deeds of Trust executed by the Desert Inn Improvement, the DIIC Permitted Encumbrances.

        "Permitted Investments": means, prior to the Completion Date, the following:

From and after the Completion Date, "Permitted Investments" means the following:

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        "Permitted Liens" means the following types of Liens (excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA, any such Lien relating to or imposed in connection with any Environmental Claim, and any such Lien expressly prohibited by any applicable terms of any of the Security Documents):

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        "Person" means any natural person, corporation, partnership, firm, association, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity.

        "Phase I Report" shall have the meaning given in Section 3.1.33 of the Disbursement Agreement.

        "Phase II Land" means the approximately 20-acre tract of land upon which the Phase II Project may be built, as more particularly described in Exhibit T-4 to the Disbursement Agreement.

        "Phase II Land Building" means the building existing, as of the Closing Date that is subject to the Building Lease.

        "Phase II Easements" means the easements appurtenant, easements in gross, license agreements and other rights running for the benefit of the Company or Valvino and/or appurtenant to the Phase II Land, including, without limitation, those certain easements and licenses described in the Title Policy.

        "Phase II Project" means a hotel, casino and mall complex proposed to be developed on the Phase II Land, which may be integrated with the Project.

        "Phase II Report" means shall have the meaning given in Section 3.1.33 of the Disbursement Agreement.

        "Plan" means any employee benefit plan as defined in Section 3(3) of ERISA to which the Company or any member of the Controlled Group contributes or has an obligation to contribute on behalf of its employees other than a Multiemployer Plan.

        "Plans and Specifications" means all plans, specifications, design documents, schematic drawings and related items for the design, architecture and construction of the Project that are listed on Exhibit T-6 to the Disbursement Agreement including, from time to time, any further such plans, specifications, design documents, schematic drawings and related items which are consistent with the standards of Exhibit X-1 and delivered pursuant to Section 3.3.11 of the Disbursement Agreement, in each case, as amended in accordance with Section 6.2 of the Disbursement Agreement.

        "Potential Event of Default" means (i) any of the events specified in Article 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied and (ii) the occurrence of any "Default" under any Facility Agreement.

        "Pre-Opening Deposits" means deposits received by the Company prior to the Opening Date from patrons to reserve rooms or event space at the Project.

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

        "Prime Contractor's Advance Certificate" means a certificate in the form of Exhibit C-4 to the Disbursement Agreement.

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        "Prime Construction Contract" means that certain Agreement for Guaranteed Maximum Price Construction Services for Le Rêve dated as of June 4, 2002 between Wynn Las Vegas and the Prime Contractor.

        "Prime Contractor Line Items" means, collectively, the Line Items of the Project Budget which relate to work covered by the Prime Construction Contract under the "Marnell Corrao GMP" Line Item Category.

        "Prime Contractor Payment and Performance Bond" means that certain payment and performance bond issued by American International Companies (AIG) and Kemper Insurance, jointly and severally, in favor of the Company, the Bank Agent (acting on behalf of the Bank Lenders) and the Indenture Trustee (acting on behalf of the Second Mortgage Note Holders) supporting the Prime Contractor's obligations under the Prime Construction Contract.

        "Professional Design Services Agreements" means, collectively, the Golf Course Design Services Agreement, the Aqua Theater Design Services Agreement and the Project Architect's Agreement.

        "Project" means the Le Rêve Casino Resort, a hotel and casino resort, with related parking structure and golf course facilities to be developed at the Site, all as more particularly described in Exhibit T-1 to the Disbursement Agreement.

        "Project Architect" means Butler/Ashworth Architects Ltd., LLC, a Nevada limited liability company.

        "Project Architect's Advance Certificate" means an advance certificate in the form of Exhibit C-3 to the Disbursement Agreement.

        "Project Architect's Agreement" means that certain Agreement between Owner and Project Architect dated as of October 30, 2002 between the Company and Project Architect.

        "Project Budget" shall have the meaning given in Section 3.1.14 of the Disbursement Agreement.

        "Project Budget/Schedule Amendment Certificate" means a Project Budget/Schedule Amendment Certificate in the form of Exhibit E to the Disbursement Agreement.

        "Project Certificate of Occupancy" means a permanent certificate of occupancy or a temporary certificate of occupancy, in either case, for the Project issued by the Building Department pursuant to applicable Legal Requirements which permanent or temporary certificate of occupancy shall permit the Project to be used for the Project Intended Uses, shall be in full force and effect and, in the case of a temporary certificate of occupancy, if such temporary certificate of occupancy shall provide for an expiration date, the number of days in the period from the Opening Date to such expiration date shall be not less than 133% of the number of days that the Construction Consultant, pursuant to the Opening Date Certificate, estimate it will take to complete the Project Punchlist Items (assuming reasonable diligence in performing the same).

        "Project Costs" means all costs (other than any such costs for interest and other Debt Service accruing under the Bank Credit Agreement, the Second Mortgage Notes and the FF&E Facility from and after the Completion Date) incurred, or to be incurred in accordance with the Project Budget, which costs shall include, but not be limited to: (a) all costs incurred under the Contracts, (b) interest accruing under the Bank Credit Agreement, the Second Mortgage Notes and the FF&E Facility prior to the Completion Date, (c) reasonable financing, closing and administration costs related to the Project until the Completion Date including, but not limited to, insurance costs (including, with respect to directors and officers insurance costs, costs relating to such insurance extending beyond the Completion Date), guarantee fees, legal fees and expenses, financial advisory fees and expenses, technical fees and expenses (including, without limitation, fees and expenses of the Construction Consultant and the Insurance Advisor), commitment fees, management fees, and corporate overhead

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agency fees (including, without limitation, fees and expenses of the Disbursement Agent), interest (other than amounts listed in clause (b) above), taxes (including value added tax), and other out-of-pocket expenses payable by the Company under all documents related to the financing and administration of the Project until the Opening Date, (d) the costs of acquiring Permits for the Project prior to the Completion Date, (e) costs incurred in settling insurance claims in connection with Events of Loss and collecting Loss Proceeds at any time prior to the Final Completion Date, (f) working capital costs incurred in accordance with the Project Budget prior to the Completion Date, (g) cash to collateralize commercial letters of credit to the extent that payment of any such cash amount to the vendor or materialman who is the beneficiary of such letter of credit would have constituted a "Project Cost"; provided that the aggregate amount of all such letters of credit outstanding at any one time shall not exceed $10,000,000.

        "Project Credit Support Provider" means the Construction Guarantor, the Completion Guarantor and the issuers of any Prime Contractor Payment and Performance Bond.

        "Project Documents" means the Construction Agreements, the Construction Guaranty, each other Contract, the Prime Contractor Payment and Performance Bond and each other Payment and Performance Bond issued to the Company, the Affiliate Real Estate Agreements, the Water Supply Contract, the Professional Design Services Agreements, each other agreement entered into on or prior to the Closing Date relating to the development, construction, maintenance or operation of the Project (other than the Financing Agreements) and each Additional Project Document, as the same may be amended from time to time in accordance with the terms and conditions of the Disbursement Agreement and thereof, in each case, other than Plans and Specifications.

        "Project Intended Uses" means the intended uses of the Project, as more particularly set forth in Exhibit X-1 to the Disbursement Agreement.

        "Project Lenders Intercreditor Agreement" means that certain Intercreditor Agreement dated as of October 30, 2002 among the Bank Agent and the Indenture Trustee.

        "Project Liquidity Reserve Account" means the account referenced in Section 2.3.12 of the Disbursement Agreement and established pursuant to the Company Collateral Account Agreements.

        "Project Punchlist Completion Amount" means, from time to time from and after the Completion Date, the estimated cost to complete all remaining Project Punchlist Items if the owner of the Project were to engage independent, reputable and appropriately experienced and licensed contractor(s) to complete such work and no other work (certified by the Company and the Construction Consultant with respect to each Advance from and after the Completion Date in their respective certificates in the form of Exhibits C-1 and C-2 to the Disbursement Agreement).

        "Project Punchlist Items" means minor or insubstantial details of construction or mechanical adjustment, the non-completion of which, when all such items are taken together, will not interfere in any material respect with the use or occupancy of the Project for the Project Intended Uses or the ability of the owner or master lessee, as applicable, of any portion of the Project (or any tenant thereof) to perform work that is necessary or desirable to prepare such portion of the Project for such use or occupancy; provided that, in all events, "Project Punchlist Items" shall include (to the extent not already completed), without limitation, the items set forth in the punchlist to be delivered by the Company in connection with "Substantial Completion" under the Prime Construction Contract and all items that are listed on the "punchlists" furnished by the Building Department, the Nevada Department of Transportation or the Clark County Department of Public Works in connection with, or after, the issuance of the Project temporary certificate of occupancy as those that must be completed in order for the Building Department to issue a Project permanent certificate of occupancy.

        "Project Schedule" has the meaning given in Section 3.1.15 of the Disbursement Agreement.

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        "Project Secured Parties" means the Bank Agent, the Indenture Trustee, the Bank Lenders, the Second Mortgage Note Holders, the counterparties to any Interest Rate Agreements entered into by the Company under the Bank Credit Agreement (to the extent that the Credit Agreement permits such Interest Rate Agreements to be secured) and the Disbursement Agent acting on behalf of any one or more of the foregoing (but not on behalf of the FF&E Agent or the FF&E Lenders).

        "Project Security" means all real and personal property which is subject or is intended to become subject to the security interests or liens granted by any of the Security Documents.

        "Protective Advances" means any Advances with respect to (i) the payment of any delinquent taxes or insurance premiums owed by any of the Company or its Affiliates with respect to the Project or other Mortgaged Property, (ii) the removal of any lien or encumbrance on the Project or the Mortgaged Property or the defense of Company's or any of its Affiliates' title thereto or of the validity, enforceability, perfection or priority of the liens and security interests granted or purported to be granted pursuant to the Security Documents, (iii) the payment of Project Costs after delivery of a Stop Funding Notice by the Disbursement Agent, or (iv) the repair, maintenance, protection or preservation of the value of the Project or any portion thereof, including, without limitation, for payment of (A) heating, gas, electric and other utility bills or (B) in the case of amounts paid by the Bank Agent or the Indenture Trustee, amounts reasonably necessary to prevent the provider of any financing pursuant to an FF&E Facility (i) from terminating its agreement to advance funds thereunder, or (ii) from exercising rights under the FF&E Security Documents so as to deprive the Project of the FF&E Component procured in whole or in part with Advances made pursuant to the FF&E Facility.

        "Projections" means the financial information and projections set forth in the Business Plan.

        "Rating Agencies" means, collectively, Moody's and S&P (or, if either or both of them is no longer in the business of rating debt securities, any other nationally recognized rating agency or agencies).

        "Rating Downgrade" means a lowering by either Rating Agency of the then current credit rating of the Second Mortgage Notes.

        "Realized Savings" means:

30

in each case, which is documented by the Company in a Realized Savings Certificate in the form of Exhibit L attached to the Disbursement Agreement, duly executed and completed with all exhibits and attachments thereto. No Realized Savings shall be obtainable with respect to the "Land and Buildings," "Global Express Airplane Purchase," "Working Capital Requirements at Opening" and "Construction Contingency" Line Item Categories. The Disbursement Agent shall be entitled to rely on certifications from the Company (and, where contemplated above, the Construction Consultant) set forth in the Company's Realized Savings Certificate in determining whether "Realized Savings" has been achieved.

        "Related Agreements" has the meaning given in Section 9.1 of the Disbursement Agreement.

        "Release" means, 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.

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        "Remaining Costs" means, at any given time for any Line Item Category or Line Item (other than the "Construction Contingency" Line Item Category), the "Balance to Complete (Net Amount)" set forth in column N of the Monthly Requisition Report (as in effect from time to time); provided, however, that from and after the Completion Date, any Remaining Costs which do not constitute Project Costs shall be disregarded for purposes of calculating whether the Project is In Balance.

        "Representatives of the Underwriters" means Deutsche Bank Securities, Inc., Bear Stearns & Co. Inc., Banc of America Securities LLC and Dresdner Kleinwort Wasserstein—Grantchester, Inc.

        "Required Completion Amount" has the meaning given in Section 2.9(a) of the Disbursement Agreement.

        "Required Contractor Certificates" means, with respect to each Advance Request, the Contractor certificates required to be attached thereto pursuant to Section 2.4.1(b) of the Disbursement Agreement.

        "Required Minimum Contingency" means:

  (a)   initially, $21,707,526;

 
(b)
 
from time to time after the Twenty Five Percent Completion Date and prior to the Completion Date, the amount determined pursuant to the following formula:

 
 
 
RMC
 
=
 
$2,500,000 + ($19,207,526 * (1.00 - (PC - 25/75))

 
Where:
 
 

 
(1)
 
RMC
 
=
 
Required Minimum Contingency;

 
(2)
 
PC
 
=
 
Percentage of the Project completed as of the calculation date based upon the Hard Costs incurred as of such date in accordance with the Project Budget and allocated to the following Line Item Categories: the "Marnell Corrao GMP Contract," "Interior Furnishings/ Signage/ Electronic Systems," Miscellaneous Capital Projects," "Golf Course" and "Parking Garage" compared to the total amount set forth such Line Item Categories in the Project Budget;

 
For example, if, as of the calculation date, the Twenty Five Percent Completion Date has occurred (but the initial advance of funds from the Second Mortgage Notes Proceeds Account has not occurred) and thirty percent (30%) of the Hard Costs allocated to the foregoing Line Item Categories have been incurred in accordance with the Project Budget (PC=30), then RMC = $2,500,000 + $19,207,526 * (1.00 - ((30-25)/75)) = $2,500,000 + $17,927,024 = $20,427,024.

 
provided, however, that, if at the time of the initial advance of funds from the Second Mortgage Notes Proceeds Account (the "Second Mortgage Notes Initial Advance Date") the conditions precedent set forth in Section 3.3.22(b) of the Disbursement Agreement have not been satisfied, then from and after such initial advance date until such time (if ever) as the conditions precedent set forth in Section 3.3.22(b) of the Disbursement Agreement have been satisfied, the amount determined pursuant to the following formula:

 
 
 
RMC
 
=
 
$7,500,000 + (AA* (1.00 (PC - SMN) / (1 - SMN)))

 
Where:
 
 

 
(i)
 
RMC
 
=
 
Required Minimum Contingency;

 
 
 
 
 
 
 
 

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(ii)
 
PC
 
=
 
Percentage of the Project completed as of the calculation date based upon the Hard Costs incurred as of such date in accordance with the Project Budget and allocated to the following Line Item Categories: the "Marnell Corrao GMP Contract," "Interior Furnishings/ Signage/ Electronic Systems," Miscellaneous Capital Projects," "Golf Course" and "Parking Garage" compared to the total amount set forth such Line Item Categories in the Project Budget;

 
(iii)
 
SMN
 
=
 
Percentage of the Project completed as of the Second Mortgage Notes Initial Advance Date based upon the Hard Costs incurred as of such date in accordance with the Project Budget and allocated to the following Line Item Categories: the "Marnell Corrao GMP Contract," "Interior Furnishings/ Signage/ Electronic Systems," Miscellaneous Capital Projects," "Golf Course" and "Parking Garage" compared to the total amount set forth such Line Item Categories in the Project Budget;

 
(iv)
 
AA
 
=
 
The adjusted amortized amount calculated as of the Second Mortgage Notes Initial Advance Date calculated pursuant to the following formula (for definition of "SMN" as used in this clause (iv), see clause (iii) above):

 
 
 
($19,207,526 * (1.00 - (SMN - 25)/75)) - $5,000,000

 
For example, if, as of the calculation date, the Twenty Five Percent Completion Date has occurred, the initial advance of funds from the Second Mortgage Notes Proceeds Account occurred on the date when fifty percent (50%) of the Hard Costs allocated to the foregoing Line Items had been incurred in accordance with the Project Budget but the conditions precedent set forth in Section 3.3.22(b) of the Disbursement Agreement have not yet been satisfied as of the calculation date (SMN=50) and seventy percent (70%) of the Hard Costs allocated to the foregoing Line Item Categories have been incurred to date (PC=70), then AA = ($19,207,526 * (1.00 - (50-25)/75)) - $5,000,000 = $7,805,071 and RMC = $7,500,000 + ($7,805,071*(1.00 - ((70-50)/50)) = $7,500,000 + $7,805,071*(0.60)=$12,183,010

 
(c)
 
from time to time after the Completion Date, 150% of the Project Punchlist Completion Amount;

        "Required Scope Change Approval" means, with respect to each proposed Scope Change, each of the following: (a) the consent of the Construction Consultant, (b) the consent of the Bank Agent, (c) the consent of the FF&E Agent, and, (d) the consent of a majority in principal amount of the holders of the Second Mortgage Notes.

        "Reserved Amounts" has the meaning given in Section 2.10 of the Disbursement Agreement.

        "Resort Component" means all portions of the Project other than the FF&E Component.

        "Resort Component Funding Sources" means the Bank Credit Facility, the Second Mortgage Notes Proceeds and amounts on deposit in the Company's Funds Account.

        "Responsible Officer" means 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.

        "Retainage Amounts" means at any given time amounts which have accrued and are owing under the terms of a Contract for work or services already provided but which at such time (and in accordance with the terms of the Contract) are being withheld from payment to the Contractor, until certain subsequent events (e.g., completion benchmarks) have been achieved under the Contract.

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        "Reviewing Accountant" means Deloitte & Touche or any subsequent nationally recognized firm of independent public accountants selected by the Company, with the consent of the Bank Agent from time to time (which shall not be unreasonably withheld or delayed), as auditors of the Company.

        "Revolving Credit Loans" has the meaning given in the Bank Credit Agreement.

        "S&P" means Standard & Poor's Ratings Group, a New York corporation, or any successor thereof.

        "Safe Harbor Scope Change" means any Scope Change if, after giving effect thereto the Project will be within or shall exceed the "standards" set forth on Exhibit X-1 to the Disbursement Agreement.

        "Scheduled Completion Date" means April 30, 2005, as the same may from time to time be extended pursuant to Section 6.4 of the Disbursement Agreement.

        "Scope Change" means any change in the Plans and Specifications or any other change to the design, layout, architecture or quality of the Project from that which is contemplated on the Closing Date, (unless such change is required by Legal Requirements), including, without limitation, (a) changes to the "Premises and Assumptions" (as defined in the Prime Construction Contract), (b) approval or submission to the Prime Contractor of "Drawings" or "Specifications" (each as defined in the Prime Construction Contract) that are inconsistent with the Premises and Assumptions, (c) additions, deletions or modifications in the "Work" (as defined in the Prime Construction Contract) (including, without limitation, the acceptance of any non-conforming "Work" (as defined in the Prime Construction Contract) pursuant to Section 10.9 of the Prime Construction Contract), (d) the issuance of a "Construction Change Directive" (as defined in the Prime Construction Contract) directing a "Change" (as defined in the Prime Construction Contract) in the work and a proposed basis for adjustments, if any, in the "Guaranteed Maximum Price" (as defined in the Prime Construction Contract) or "Contract Time" (as defined in the Prime Construction Contract), or any combination of them, and (e) modifications to the "Drawings" (as defined in the Architect's Agreement) to the extent the same constitute an Additional Service under the Architect's Agreement.

        "Second Mortgage Notes" means the 12% Mortgage Notes Due 2010 in the aggregate principal amount of $370 million, priced to yield 13.5% at maturity, issued by the Company and Capital Corp., as co-issuers, pursuant to the Second Mortgage Notes Indenture.

        "Second Mortgage Notes Company Collateral Account Agreement" means that certain Second Mortgage Notes Company Collateral Account Agreement dated as of October 30, 2002 among the Company, the Indenture Trustee, the Disbursement Agent and the Securities Intermediary.

        "Second Mortgage Notes Completion Guaranty Collateral Account Agreement" means that certain Second Mortgage Notes Completion Guaranty Collateral Account Agreement dated as of October 30, 2002 among the Completion Guarantor, the Indenture Trustee, the Disbursement Agent and the Securities Intermediary.

        "Second Mortgage Notes Deeds of Trust" means, collectively, the Second Mortgage Notes Golf Course Deed of Trust, the Second Mortgage Notes Hotel/Casino Deed of Trust, the Second Mortgage Notes Phase II Deed of Trust, the Second Mortgage Notes Palo Deed of Trust, and the Second Mortgage Notes DIIC Deed of Trust.

        "Second Mortgage Notes DIIC Deed of Trust" means that certain Deed of Trust to be entered into pursuant to Section 3.3.22 of the Disbursement Agreement, between Desert Inn Improvement as trustor, and Nevada Title Company as trustee, for the benefit of the Indenture Trustee as beneficiary, substantially in the form of Exhibit D to the Bank Credit Agreement.

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        "Second Mortgage Notes Golf Course Deed of Trust" means that certain Deed of Trust dated as of October 30, 2002 between Wynn Resorts Holdings as trustor, and Nevada Title Company as trustee, for the benefit of Indenture Trustee as beneficiary.

        "Second Mortgage Notes Guarantee and Collateral Agreement" means that certain Guarantee and Collateral Agreement dated as of October 30, 2002 and made by Wynn Las Vegas and each other Loan Party for the benefit of the Indenture Trustee.

        "Second Mortgage Note Holders" means the holders of the Second Mortgage Notes.

        "Second Mortgage Notes Hotel/Casino Deed of Trust" means that certain Deed of Trust dated as of October 30, 2002 between Wynn Las Vegas as trustor, and Nevada Title Company as trustee, for the benefit of the Indenture Trustee as beneficiary.

        "Second Mortgage Notes Indenture" means that certain Second Mortgage Notes Indenture dated as of October 30, 2002 among the Wynn Las Vegas, Capital Corp., the guarantors signatory thereto and the Indenture Trustee.

        "Second Mortgage Notes Interest Reserve Amount" means Forty Four Million Four Hundred Thousand Dollars ($44,400,000).

        "Second Mortgage Notes Local Company Collateral Account Agreement(s)" means one or more control agreements with respect to the Soft Costs Cash Management Account, the Hard Costs Cash Management Account, the Company's Payment Account and the Operating Account substantially in the form of Exhibit Z-2 and entered into by a bank that is reasonably acceptable to the Disbursement Agent pursuant to Sections 2.3.4, 2.3.8 and 2.3.9.

        "Second Mortgage Notes IP Security Agreement" means that certain Intellectual Property Security Agreement dated as of October 30, 2002 and made by Wynn Las Vegas and Capital Corp. for the benefit of the Indenture Trustee.

        "Second Mortgage Notes Palo Deed of Trust" means that certain Deed of Trust dated as of October 30, 2002 between Palo as trustor, and Nevada Title Company as trustee, for the benefit of the Indenture Trustee as beneficiary.

        "Second Mortgage Notes Parent Guarantee" means that certain Parent Guarantee dated as of October 30, 2002 entered into by Wynn Resorts, Limited for the benefit of the Indenture Trustee and the Second Mortgage Notes Holders.

        "Second Mortgage Notes Phase II Deed of Trust" means that certain Deed of Trust dated as of October 30, 2002 between Valvino as trustor, and Nevada Title Company as trustee, for the benefit of Indenture Trustee as beneficiary.

        "Second Mortgage Notes Proceeds" means the amounts deposited in the Second Mortgage Notes Proceeds Account on the Closing Date.

        "Second Mortgage Notes Proceeds Account" has the meaning given in the Second Mortgage Notes Collateral Account Agreement.

        "Second Mortgage Notes Security Documents" means, collectively, the Second Mortgage Notes Deeds of Trust, the Second Mortgages Notes Guaranty and Collateral Agreement, the Second Mortgage Notes Parent Guarantee, the Collateral Agency Agreement, the Second Mortgage Notes IP Security Agreement, the Second Mortgage Notes Company Collateral Account Agreement, the Second Mortgage Notes Completion Guaranty Collateral Account Agreement, the Second Mortgage Notes Local Company Collateral Account Agreements, the Completion Guaranty and any guaranties, deeds of trust, security agreements or collateral account agreements executed from time to time by any of the Loan Parties or one or more of their direct or indirect Subsidiaries in favor of the Indenture Trustee or

35


the Second Mortgage Notes Holders to guaranty the obligations under the Second Mortgage Notes and the Second Mortgage Notes Indenture.

        "Secured Parties" means, collectively, the Project Secured Parties and the FF&E Secured Parties.

        "Securities Intermediary" means Deutsche Bank Trust Company Americas in its capacity as securities intermediary under the Company Collateral Account Agreements and the Completion Guaranty Collateral Account Agreements and Bank of America, N.A. in its capacity as securities intermediary under the Local Account Company Collateral Account Agreements and the FF&E Local Company Collateral Account Agreement, in each case, and its successors in such capacity.

        "Security Documents" means, collectively and without duplication, the Bank Security Documents, the Second Mortgage Notes Security Documents, the FF&E Security Documents, the Completion Guaranty, the Construction Guaranty, each Payment and Performance Bond, the Collateral Account Agreements, the Consents, and any other deeds of trust, security agreements or collateral account agreements entered into by any of the Loan Parties and/or one or more of their direct or indirect Subsidiaries for the benefit of any Secured Party in accordance with the terms of the Financing Agreements or the Intercreditor Agreements.

        "Shuttle Easement" means that certain Easement Agreement dated as of October 30, 2002 by and among Wynn Resorts and Valvino, as grantors, and Wynn Las Vegas, as grantee.

        "Site" means all or any portion of the Project, as described in Exhibit T-4 to the Disbursement Agreement. The Site includes the Casino Land, the Golf Course Land (including (a) the Water Utility Land, (b) the Wynn Home Site until such time (if ever) as the Wynn Home Site Release Conditions shall have been satisfied and (c) the Home Site Land and Palo Home Site Land until such time (if ever) as the release conditions set forth in Section 7.5(l) of the Bank Credit Agreement and Section 10.03 of the Second Mortgage Notes Indenture shall have been satisfied), the Phase II Land (until such time (if ever) as the release conditions set forth in Sections 7.5(j), (k), (l) and (m) of the Bank Credit Agreement and Section 10.03 of the Indenture shall have been satisfied) and any other real property which is subject to a lien under any Bank Deed of Trust or any Second Mortgage Notes Deed of Trust.

        "Site Easements" means the easements appurtenant, easements in gross, license agreements and other rights running for the benefit of the Company and/or appurtenant to the Site, including, without limitation, those certain easements and licenses described in the Title Policy. The Site Easements include (a) the Golf Course Land Easements and (b) the Phase II Land Easements (until such time (if ever) as the release conditions set forth in Sections 7.5(j), (k), (l) and (m) of the Bank Credit Agreement and Section 10.03 of the Second Mortgage Notes Indenture shall have been satisfied).

        "Soft Costs" means the Project Costs set forth in the Project Budget under (a) the "Soft Cost Construction Contingency" Line Item under the "Construction Contingency" Line Item Category, together with (b) following other Line Item Categories:

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        "Soft Costs Cash Management Account" means the account referenced in Section 2.3.4 of the Disbursement Agreement and established pursuant to the Local Account Company Collateral Account Agreements.

        "Solvent" means, 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.

        "Stop Funding Notice" has the meaning given in Section 2.4.3(b) of the Disbursement Agreement.

        "Stop Funding Request" has the meaning given in Section 2.4.4(b) of the Disbursement Agreement.

        "Subcontract" means any subcontract or purchase order entered into with any Subcontractor.

        "Subcontractor" means any direct or indirect subcontractor of any tier under any Contract.

        "Subsidiary" 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 board of directors or other managers of such corporation, partnership 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 Disbursement Agreement shall refer to a Subsidiary or Subsidiaries of Wynn Las Vegas.

        "Summary Anticipated Cost Report" means an Anticipated Cost Report in the form of Exhibit H-2 to the Disbursement Agreement and which provides the information indicated therein segregated by each Line Item Category.

        "Tax" shall mean shall mean any federal, state, local, foreign or other tax, levy, impost, fee, assessment or other government charge, including without limitation income, estimated income, business, occupation, franchise, property, payroll, personal property, sales, transfer, use, employment, commercial rent, occupancy, franchise or withholding taxes, and any premium, including without limitation interest, penalties and additions in connection therewith.

        "Term Loans" has the meaning given in the Bank Credit Agreement.

        "Third Party Claims" has the meaning given in Section 10.3 of the Disbursement Agreement.

37


        "Third Party Financing Agreement" means any loan or security document entered into on, prior to, or after the Closing Date with parties other than any one or more of the Bank Agent, the Indenture Trustee or the FF&E Lender.

        "Title Insurer" means Nevada Title Company.

        "Title Policies" means, collectively, the policies of title insurance issued by Title Insurer as of the Closing Date, as provided in Section 3.1.28(i), (ii) and (iii) of the Disbursement Agreement, including all amendments thereto, endorsements thereof and substitutions or replacements therefor.

        "Trust Estate" shall have, with respect to each Deed of Trust, the meaning set forth in such Deed of Trust.

        "Twenty Five Percent Completion Date" means the date the following conditions have been satisfied as set forth in a certificate in the form of Exhibit V-1 to the Disbursement Agreement delivered by the Company and (other than with respect to clause (b)(B) below) a certificate in the form of Exhibit V-2 to the Disbursement Agreement delivered by the Construction Consultant: (a) 25% of the work required to achieve completion of the Project has been completed (determined by (i) the amount of Hard Costs incurred to such date and allocated to the "Marnell Corrao GMP Contract," "Interior Furnishings/Signage/Electronic Systems," "Miscellaneous Capital Projects," "Golf Course" and "Parking Garage" Line Item Categories under the Project Budget, as compared to (ii) the total amount of Hard Costs set forth in the Project Budget (as then in effect) under the following Line Item Categories:"Marnell Corrao GMP Contract," "Interior Furnishings/Signage/Electronic Systems," "Miscellaneous Capital Projects," "Golf Course" and "Parking Garage"), and (b) all Contractors and Subcontractors have been paid in full for work performed through such date or will be paid in full with the pending Advance Request (other than (A) Retainage Amounts, and other amounts, that, as of the Twenty Five Percent Completion Date, are being withheld from the Contractors and Subcontractors in accordance with the provisions of the Project Documents, and (B) amounts being contested in accordance with the Financing Agreements so long as adequate reserves have been established through an allocation in the Anticipated Cost Report and in accordance with any requirements of such Financing Agreements) and have provided lien waivers to the extent required under Section 3.3.7 of the Disbursement Agreement for all work performed prior to the Twenty Five Percent Completion Date.

        "UCC" means the Uniform Commercial Code of the jurisdiction the law of which governs the document with respect to the term is used.

        "Unallocated Contingency Balance" means, from time to time, the amount of the "Construction Contingency" Line Item Category as set forth in the Project Budget then in effect.

        "Unincorporated Materials" has the meaning given in Section 3.3.26 of the Disbursement Agreement.

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

        "Valvino Permitted Encumbrances" has the meaning given in Section 3.1.28 of the Disbursement Agreement.

        "Water Supply Contract" means that certain [water supply contract] between Desert Inn Improvement, as supplier, and Wynn Las Vegas, as purchaser, dated as of October 30, 2002.

        "Water Utility Land" means the approximately 0.17-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.

        "World Travel" means World Travel, LLC, a Nevada limited liability company.

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

38


        "Wynn Home Site" means the approximately two-acre tract of land located on the Golf Course where Stephen A. Wynn's personal residence may be built.

        "Wynn Home Site Release Conditions" means:

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

        "Wynn Las Vegas Permitted Encumbrances" has the meaning given in Section 3.1.28 of the Disbursement Agreement.

        "Wynn Resorts Holdings" means Wynn Resorts Holdings, LLC, a Nevada limited liability company.

        "Wynn Resorts Holdings Permitted Encumbrances" has the meaning given in Section 3.1.28 of the Disbursement Agreement.

RULES OF INTERPRETATION

          1.  The singular includes the plural and the plural includes the singular.

          2.  The word "or" is not exclusive.

          3.  A reference to a Legal Requirement includes any amendment or modification of such Legal Requirement, and all regulations, rulings and other Legal Requirements promulgated under such Legal Requirement.

          4.  A reference to a Person includes its permitted successors and permitted assigns.

          5.  Accounting terms have the meanings assigned to them by U.S. GAAP, as applied by the accounting entity to which they refer.

          6.  The words "include," "includes" and "including" are not limiting.

          7.  A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document.

          8.  References to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (c) shall mean, unless specifically indicated, such document, instrument or agreement as in effect on the date hereof, notwithstanding any termination, such expiration or amendment of such agreement unless all of the parties to the Disbursement Agreement are signatories to such amendment, in which case any references shall be to such agreement as so amended.

          9.  The words "hereof," "herein" and "hereunder" and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.

        10.  References to "days" shall mean calendar days, unless the term "Banking Days" shall be used.

        11.  The Financing Agreements are the result of negotiations among, and have been reviewed by, the Company, Valvino, Valvino's subsidiaries, the Funding Agents, the Lenders and the Disbursement Agent. Accordingly, the Financing Agreements shall be deemed to be the product of all parties thereto, and no ambiguity shall be construed in favor of or against any such Person.

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Exhibit J
to Disbursement Agreement

Le Reve
Project Timeline with Key Dates

GRAPHIC

EXHIBIT T-2
to the Disbursement Agreement

Description of Eligible FF&E Equipment

Aircraft

Communication Equipment

Elevators and Escalators

Electrical Generators and Power Supplies

Furniture

Fixtures

Gaming Equipment

House keeping Equipment

HVAC Equipment

Laundry Equipment

Maintenance Equipment

Restaurant Equipment

Security and surveillance Equipment

Signage

Theater Equipment

Vaults

Water systems


EXHIBIT Z-1
to the Disbursement Agreement

FORM OF LOCAL BANK COLLATERAL ACCOUNT AGREEMENT

        This LOCAL BANK COLLATERAL ACCOUNT AGREEMENT (this "Agreement") is dated as of October 30, 2002 and entered into by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company ("Wynn Las Vegas"), WYNN LAS VEGAS CAPITAL CORP., a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., "Pledgor"), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Bank Agent under the Bank Credit Agreement (in such capacity herein called "Secured Party"), and BANK OF AMERICA, N.A., as custodian and securities intermediary for the Pledgor and Secured Party (in such capacity, "Securities Intermediary").

PRELIMINARY STATEMENTS

        A.    The Project.    Pledgor proposes to develop, construct and operate the Le Rêve Casino Resort with related parking structure and golf course facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.

        B.    Bank Credit Agreement.    Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc., as joint documentation agent, Dresdner Bank AG, New York and Grand Cayman Branches, as arranger and joint documentation agent, and the Bank Lenders have entered into the Bank Credit Agreement pursuant to which the Bank Lenders have agreed, subject to the terms thereof, to provide certain revolving loans to Wynn Las Vegas in an aggregate principal amount not to exceed $750,000,000 and certain delay draw term loans to Wynn Las Vegas in an aggregate principal amount not to exceed $250,000,000, as more particularly described therein. Valvino, Wynn Resorts Holdings and certain other guarantors have, pursuant to the Bank Guarantee and Collateral Agreement, guaranteed the obligations of Wynn Las Vegas under the Bank Credit Agreement.

        C.    Second Mortgage Notes Indenture.    Concurrently herewith, Wynn Las Vegas, Capital Corp., certain guarantors signatory thereto (including Valvino and Wynn Resorts Holdings) and the Indenture Trustee have entered into the Second Mortgage Notes Indenture pursuant to which Wynn Las Vegas and Capital Corp. will issue the Second Mortgage Notes due 2010 to finance Project Costs, as more particularly described therein.

        D.    FF&E Facility Agreement.    Concurrently herewith, Wynn Las Vegas and Wells Fargo Bank, National Association, as the FF&E Agent, and the FF&E Lenders have entered into the FF&E Facility Agreement pursuant to which the FF&E Lenders have agreed, subject to the terms thereof, to provide certain loans in an aggregate principal amount not to exceed $188,500,000 to finance acquisition and installation costs for the FF&E Component, as more particularly described therein.

        E.    Intercreditor Agreements.    Concurrently herewith, (i) the Bank Agent (acting on behalf of itself and the Bank Lenders) and the Indenture Trustee (acting on behalf of itself and the Second Mortgage Note Holders) have entered into the Project Lenders Intercreditor Agreement and (ii) the Bank Agent (acting on behalf of itself and the Bank Lenders), the Indenture Trustee (acting on behalf of itself and the Second Mortgage Note Holders) and the FF&E Agent (acting on behalf of itself and the FF&E Lenders) have entered into the FF&E Intercreditor Agreement, pursuant to each of which the parties thereto have set forth certain intercreditor provisions, including the priority of the liens, the method of decision making among the Lenders party thereto, the arrangements applicable to actions in respect of

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approval rights and waivers, the limitations on rights of enforcement upon default and the application of proceeds upon enforcement.

        F.    Completion Guaranty.    Concurrently herewith, the Completion Guarantor has executed in favor of the Bank Agent (acting on behalf of the Bank Lenders) and the Indenture Trustee (acting on behalf of the Second Mortgage Note Holders) the Completion Guaranty pursuant to which the Completion Guarantor has agreed, subject to the terms and limitations thereof, to guaranty completion of the Project and payment by the Company of certain Project Costs.

        G.    Master Disbursement Agreement.    Concurrently herewith, the Pledgor, the Bank Agent (acting on behalf of itself and the Bank Lenders), the Indenture Trustee (acting on behalf of itself and the Second Mortgage Note Holders), the FF&E Agent (acting on behalf of itself and the FF&E Lenders) and Deutsche Bank Trust Company Americas as "Disbursement Agent" have entered into that certain Master Disbursement Agreement ("Disbursement Agreement") for the purpose of setting forth, among other things, (a) the mechanics for and allocation of the Company's requests for Advances under the various Facilities and from the Company's Funds Account, (b) the conditions precedent to the Closing Date, to the initial Advance and to subsequent Advances, (c) certain common representations, warranties and covenants of the Company in favor of the Funding Agents and the Lenders and (d) the common events of default and remedies.

        H.    Condition.    It is a condition precedent to the extensions of the Bank Credit Facility by the Bank Lenders that Pledgor shall have established the Collateral Accounts, granted control to the Bank Agent (as Secured Party) of such accounts, and undertaken the obligations contemplated by this Agreement.

        NOW, THEREFORE, in consideration of the premises and in order to induce the Bank Lenders to extend the Bank Credit Facility under the Bank Credit Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Pledgor hereby agrees with Secured Party as follows:

        SECTION 1.    Certain Definitions.    

        (a)    Specific Definitions.    The following terms used in this Agreement shall have the following meanings:

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        (b)    General Provisions.    Capitalized terms used but not defined herein shall have the meaning given to such terms in Exhibit A. Unless otherwise defined herein or in Exhibit A, terms used in Articles 8 and 9 of the Code are used herein as therein defined. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. When a reference is made in this Agreement to an Appendix, Exhibit, Introduction, Recital, Section or Schedule, such reference shall be to an Appendix, an Exhibit, the Introduction, a Recital or a Section of, or a Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

        SECTION 2.    Establishment and Operation of the Collateral Accounts.    

        (a)    Establishment of Operating Account.    Pledgor and Secured Party hereby authorize and direct Securities Intermediary to establish and maintain at its office at 300 South Fourth Street, 2nd Floor, NV1-119-02-01, Las Vegas, Nevada, 89101-6014, a non-interest bearing deposit account in the name of Pledgor and under the control of Secured Party, designated as "Wynn Las Vegas, Operating Account". Securities Intermediary hereby undertakes to treat Pledgor as the person entitled to exercise the rights that comprise any Financial Asset credited to the Operating Account. Secured Party and the Pledgor agree that this account shall be the "Operating Account."

        (b)    Establishment of Soft Costs Cash Management Account.    Pledgor and Secured Party hereby authorize and direct Securities Intermediary to establish and maintain at its office at 300 South Fourth Street, 2nd Floor, NV1-119-02-01, Las Vegas, Nevada, 89101-6014, a non-interest bearing deposit account in the name of Pledgor and under the control of Secured Party, designated as "Wynn Las Vegas, Soft Costs Cash Management Account". Securities Intermediary hereby undertakes to treat Pledgor as the person entitled to exercise the rights that comprise any Financial Asset credited to the Soft Costs Cash Management Account. The Secured Party and the Pledgor agree that this account shall be the "Soft Costs Cash Management Account."

        (c)    Establishment of Hard Cost Cash Management Account.    Pledgor and Secured Party hereby authorize and direct Securities Intermediary to establish and maintain at its office at 300 South Fourth Street, 2nd Floor, NV1-119-02-01, Las Vegas, Nevada, 89101-6014, a non-interest bearing deposit account in the name of Pledgor and under the control of Secured Party, designated as "Wynn Las Vegas, Hard Costs Cash Management Account". Securities Intermediary hereby undertakes to treat Pledgor as the person entitled to exercise the rights that comprise any Financial Asset credited to the Hard Costs Cash Management Account. The Secured Party and the Pledgor agree that this account shall be the "Hard Costs Cash Management Account."

        (d)    Establishment of Company's Payment Account.    Pledgor and Secured Party hereby authorize and direct Securities Intermediary to establish and maintain at its office at 300 South Fourth Street, 2nd Floor, NV1-119-02-01, Las Vegas, Nevada, 89101-6014, a non-interest bearing deposit account in the name of Pledgor and under the control of Secured Party, designated as "Wynn Las Vegas, Company's Payment Account". Securities Intermediary hereby undertakes to treat Pledgor as the person entitled to exercise the rights that comprise any Financial Asset credited to the Company's Payment Account. The Secured Party and the Pledgor agree that this account shall be the "Company's Payment Account."

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        (e)    Operations of the Collateral Accounts.    The Collateral Accounts shall be operated, and all Investments shall be acquired and registered or held (as applicable), in accordance with the terms of this Agreement and the directions of Secured Party.

        (f)    Account Statements.    Securities Intermediary shall send Secured Party and Pledgor written account statements with respect to the Collateral Accounts not less frequently than monthly. Absent mathematical or similar errors, reports or confirmations of the execution of orders and statements of account shall be conclusive if not objected to in writing within 30 days after delivery pursuant to Section 21.

        SECTION 3.    Mechanics of Deposits of Funds in and between Collateral Accounts.    

        (a)    Transfers to Operating Account.    All transfers of funds to the Operating Account shall be made by wire transfer (or, if applicable, intra-bank transfer from another account with Securities Intermediary) of immediately available funds, in each case addressed as follows:

Account No.:   #004964891348
ABA No.:   #122400724
Reference:   Le Rêve Project—Operating Account

        (b)    Transfers to Soft Costs Cash Management Account.    All transfers of funds to the Soft Costs Cash Management Account shall be made by wire transfer (or, if applicable, intra-bank transfer from another account with Securities Intermediary) of immediately available funds, in each case addressed as follows:

Account No.:   #004964891351
ABA No.:   #122400724
Reference:   Le Rêve Project—Soft-Costs Cash Management Account

        (c)    Transfers to Hard Costs Cash Management Account.    All transfers of funds to the Hard Costs Cash Management Account shall be made by wire transfer (or, if applicable, intra-bank transfer from another account with Securities Intermediary) of immediately available funds, in each case addressed as follows:

Account No.:   #004964891364
ABA No.:   #122400724
Reference:   Le Rêve Project—Hard Costs Cash Management Account

        (d)    Transfers to Company's Payment Account.    Transfers of funds to the Company's Payment Account shall be made by wire transfer (or, if applicable, intra-bank transfer from another account with Securities Intermediary) of immediately available funds, in each case addressed as follows:

Account No.:   #004964891377
ABA No.:   #122400724
Reference:   Le Rêve Project—Company's Payment Account

        (e)    Notice of Transfers.    In the event of any transfer of funds to or from the Collateral Accounts pursuant to any provision of Section 3, Pledgor, Secured Party or Securities Intermediary, as the case may be, shall promptly after initiating or sending out written instructions with respect to such transfer, give notice to each other such party by facsimile of the date and amount of such transfer.

        SECTION 4.    Permitted Investments and Transfers of Amounts in the Collateral Accounts.    

        (a)    Strict Compliance.    Cash and Investments held by Securities Intermediary in the Collateral Accounts shall not be (i) invested or reinvested, (ii) sold or redeemed, or (iii) transferred from or among the Collateral Accounts, except as provided in this Section 4.

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        (b)    Pledgor's Right to Direct Investment.    Except during any Suspension Period, Securities Intermediary shall, in accordance with Pledgor's written Entitlement Orders given to Securities Intermediary from time to time, sell or redeem Investments, and apply amounts transferred to or held for the credit of the respective Securities Account to make investments for credit to the Securities Account, in Securities Intermediary's name and as custodian under this Agreement, in Permitted Investments denominated and payable in United States Dollars. During any Suspension Period, (i) Pledgor's right to direct such investments under this Section 4(b) shall be suspended, and Securities Intermediary shall not accept Entitlement Orders with respect to the Securities Account from any person other than Secured Party; and (ii) any credit balances shall be invested and reinvested only as provided in Section 4(c).

        (c)    Overnight Investments.    To the extent that (i) with respect to the Deposit Accounts, there are credit balances expected in the Deposit Accounts as of the end of a day, or (ii) with respect to the Securities Account (A) a Suspension Period is then in effect or (B) based on the maturities of Investments then held in a Securities Account a credit balance is expected in such Securities Account as of 2:00 p.m., New York time on any Business Day after settlement of all pending transactions, unless otherwise instructed by Secured Party, Securities Intermediary shall apply such expected credit balances to acquire Overnight Investments. Any Overnight Investments shall be held for the credit of the Collateral Account from which the proceeds for acquisition was derived. Pledgor shall have no right to invest funds in a Securities Account to the extent that free balances have been invested in Overnight Investments pursuant to this Section. Except as specifically set forth above, any amount received after 1:00 p.m., New York time will remain uninvested and shall not bear interest.

        (d)    Actions of Securities Intermediary on Purchase of Investments.    Promptly upon the purchase, acquisition or transfer for credit of any Collateral Account of any Investment, Securities Intermediary shall take all steps that it customarily takes in the ordinary course of its business to ensure that such Investment is credited on its books to the Collateral Account for which the Investment was acquired. Without limiting the generality of the foregoing, Securities Intermediary shall promptly (i) send to Pledgor and Secured Party a written confirmation of the acquisition of such Investment, and (ii) indicate by book entry in its records that such Investment has been credited to, and is held for the credit of, the specified Collateral Account. Securities Intermediary agrees with Pledgor and Secured Party that any credit balances or property credited to, or held for the credit of, the Collateral Accounts shall be treated as "Financial Assets" as that term is defined in Section 8-102(a)(9) of the Code.

        (e)    Interest on Collateral Accounts.    Amounts held on deposit or as credit balances, whether in a Deposit Account or a Securities Account shall not bear interest, although to the extent invested in Investments (including Overnight Investments), deposit or credit balances may realize interest income.

        (f)    Control Agreement.    Anything contained herein to the contrary notwithstanding, including the actual or alleged absence of a Potential Event of Default or Event of Default, Securities Intermediary shall, if and as directed in writing by Secured Party, without the consent of Pledgor, (i) comply with Entitlement Orders originated by Secured Party with respect to the Collateral Accounts and any Security Entitlements therein, (ii) comply with instructions, including, without limitation, instructions within the meaning of Section 9-104 of the Code originated by Secured Party directing the disposition of funds in the Collateral Accounts, (iii) transfer, sell or redeem any of the Collateral, (iv) transfer any or all of the Collateral to any account or accounts designated by Secured Party, including any Collateral Account or an account established in Secured Party's name (whether at Secured Party or Securities Intermediary or otherwise), (v) register title to any Collateral in any name specified by Secured Party, including the name of Secured Party or any of its nominees or agents, without reference to any interest of Pledgor, or (vi) otherwise deal with the Collateral as directed by Secured Party. Securities Intermediary shall act on any Entitlement Order or instruction of Secured Party notwithstanding assertions or proof that (1) Secured Party has no right under Sections 14 or 15 to originate the Entitlement Order or instruction or take the underlying action; (2) such Entitlement Order or

6


instruction or action constitutes a breach of this Agreement or any other agreement; or (3) this Agreement has terminated, unless notified in writing by Secured Party that this Agreement has terminated and such notice has not been withdrawn. Nothing contained in this paragraph shall constitute a waiver by Pledgor of any rights or remedies it may have against Secured Party under this Agreement or any other agreement.

        (g)    Deposit of Proceeds,    Any interest earned on the Deposit Accounts in accordance with Section 4(e), any interest, cash dividends or other cash distributions received in respect of any Investments and the net proceeds of any sale or payment of any Investments shall be promptly credited to, and held for the credit of, the Collateral Account to which such Investment was credited. Any distribution of property in respect of any Investment shall be credited to and held for the credit of the Collateral Account to which the related Investment was credited; provided that, unless otherwise instructed in writing by Secured Party, Securities Intermediary shall, for credit to the Collateral Accounts, promptly sell, redeem or otherwise liquidate any such property that, as of the date of receipt, is not a Permitted Investment.

        (h)    Segregation of Accounts.    Except to the extent otherwise instructed by Secured Party or as provided in Section 2(a), 2(b), 2(c), 2(d) or 4(g), Securities Intermediary shall separately maintain each of the Collateral Accounts and shall not transfer property or proceeds among the Collateral Accounts.

        SECTION 5.    Pledge of Security for Secured Obligations.    Pledgor hereby pledges and assigns to Secured Party, and hereby grants to Secured Party for the benefit of the Bank Lenders a security interest in, all of Pledgor's right, title and interest in and to the Collateral as collateral security for the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. 362(a)), of all Secured Obligations.

        SECTION 6.    Acknowledgement of Security Interest in Favor of Secured Party; Covenant Against Creation of other Interests.    

        (a)    Acknowledgement of Security Interest.    Securities Intermediary acknowledges the security interest granted by Pledgor in favor of Secured Party in the Collateral.

        (b)    Acknowledgement of Securities Intermediary's Role.    Securities Intermediary hereby further acknowledges that it holds the Collateral Accounts, and all Security Entitlements therein, as securities intermediary (as defined in Section 8-102(a)(14) of the Code) and custodian for, for the benefit of, and subject to the control of, Secured Party. Securities Intermediary shall, by book entry or otherwise, indicate that the Collateral Accounts, and all Security Entitlements registered to or held therein, are subject to the control of Secured Party as provided in Section 4(f).

        (c)    Securities Intermediary Has No Notice of Adverse Claims.    Securities Intermediary represents and warrants that (i) it has no notice of any adverse claim against any of the Collateral other than the claim of Secured Party under this Agreement; and (ii) it is not, in its capacity as securities intermediary, party to any agreement other than this Agreement that governs its rights or duties, or limits or conflicts with the rights of Secured Party, including the exclusive right of Secured Party to control as provided in Section 4(f), with respect to the Collateral Accounts; provided, however, that the parties hereto recognize and acknowledge that immediately after the execution and delivery of this Agreement, the Pledgor, Securities Intermediary and the Indenture Trustee will enter into a Local Second Mortgage Notes Collateral Account Agreement (the "Local Second Mortgage Notes Collateral Account Agreement") pursuant to which Pledgor shall grant a security interest in, and control over, certain of the Collateral Accounts to the Indenture Trustee. Pursuant to the Project Lenders Intercreditor Agreement, the security interest so granted to the Indenture Trustee shall be subject to and subordinate to the security interest over the same collateral granted to Secured Party hereunder.

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Securities Intermediary agrees that until such time as it has been notified in writing by Secured Party that this Agreement has terminated, Securities Intermediary shall not comply with any Entitlement Orders originated by the Indenture Trustee or take any of the actions specified in clauses (i) through (vi) of Section 4(f) above, except with the consent of Secured Party.

        (d)    Securities Intermediary Shall Not Acknowledge Other Claims.    Securities Intermediary agrees that, except as expressly provided in Section 6(c) above or elsewhere in this Agreement or with the written consent of Secured Party, it shall not agree to or acknowledge (i) any right by any Person other than Secured Party to originate Entitlement Orders or control with respect to the Collateral Accounts; or (ii) any limitation on the right of Secured Party to originate Entitlement Orders with respect to or direct the transfer of any Investments or cash credited to the Collateral Accounts.

        SECTION 7.    Securities Intermediary Maintenance of the Collateral Accounts.    

        (a)    Transactions Shall Comply With Rules.    The parties acknowledge that all transactions in Financial Assets under this Agreement shall be in accordance with the rules and customs of the exchange, market or clearing organization, if any, in which the transactions are executed or settled and in conformity with applicable law and regulations of governmental authorities and future amendments or supplements thereto.

        (b)    Fees and Charges of Securities Intermediary.    Pledgor shall pay to Securities Intermediary, in accordance with Securities Intermediary's usual schedule of charges or any written agreement between Securities Intermediary and Pledgor, any fees or charges reasonably imposed by Securities Intermediary with respect to, the establishment, maintenance and transactions in or affecting the Collateral Accounts.

        (c)    Securities Intermediary Shall Not Permit Leverage of Investments.    Securities Intermediary shall not execute any transaction to acquire a Financial Asset under Section 4(b) unless (A) there are sufficient funds in a specific Collateral Account to settle such transactions or (B) it is reasonably anticipated that such funds will be generated through the liquidation of Financial Assets in such Collateral Account. Notwithstanding the foregoing sentence, in the event that Securities Intermediary executes a transaction without adequate funds to settle the transaction, then unless the Securities Intermediary acted willfully or in a grossly negligent manner, Pledgor shall be liable to Securities Intermediary for any deficiency and shall promptly reimburse Securities Intermediary for any loss or expense incurred thereby, including losses sustained by reason of Securities Intermediary's inability to borrow any securities or other property sold for the Collateral Account. Pledgor agrees to pay interest charges which may be imposed by Securities Intermediary in accordance with its usual custom, with respect to late payments for Financial Assets purchased for any Collateral Account and prepayments to any Collateral Account (i.e., the crediting of the proceeds of sale before the settlement date or receipt by Securities Intermediary of the items sold in good deliverable form). Pledgor agrees to pay promptly any amount which may become due in order to satisfy demands for additional margin or marks to market with respect to any security purchased or sold on instruction from Pledgor.

        (d)    Risk of Investments and Transactions.    It is not the intention of the parties that Securities Intermediary should bear any investment risk associated with Permitted Investments or Overnight Investments acquired for the credit of the Collateral Accounts in accordance with Section 4. Any losses or gains realized on such Investments shall be charged or credited to the Collateral Accounts, as appropriate. On committing to a transaction for the credit of the Collateral Accounts pursuant to an instruction permitted in accordance with Section 4, Securities Intermediary may, (i) pending settlement, block (A) the Investments to be sold or (B) credit balances sufficient to settle any acquisition and, (ii) at the time of settlement, deliver such Investments or funds in accordance with the rules, custom or practice of the particular market.

        (e)    Use of Intermediaries and Nominees.    Securities Intermediary is authorized, subject to Secured Party's written instructions, to register any Financial Assets acquired by Securities Intermediary

8


pursuant to this Agreement in the name of Securities Intermediary or in the name of its nominee, or to cause such securities to be registered in the name of a Federal reserve bank, a recognized securities intermediary or clearing corporation, or a nominee of any of them. Securities Intermediary may at any time and from time to time appoint, and may at any time remove, any bank, trust company, clearing corporation, or Broker-Dealer as its agent to carry out such of the provisions of this Agreement. The appointment or use of any intermediary, or the appointment of any such agent, shall not relieve Securities Intermediary of any responsibility or liability under this Agreement.

        (f)    Corporate Actions.    Except as otherwise set forth herein, the parties agree that neither Secured Party nor Securities Intermediary shall have any responsibility for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rate changes or similar matters relating to any Financial Assets credited to or held for the credit of the Securities Account (except based on written instructions originated by Pledgor or Secured Party), or for informing Pledgor or Secured Party with respect thereto, whether or not Securities Intermediary or Secured Party has, or is deemed to have, knowledge of any of the aforesaid. Securities Intermediary is authorized to withdraw securities sold or otherwise disposed of, and to credit the appropriate Collateral Account with the proceeds thereof or make such other disposition thereof as may be directed in accordance with this Agreement. Securities Intermediary is further authorized to collect all income and other payments which may become due on Financial Assets credited to the Collateral Accounts, to surrender for payment maturing obligations and those called for redemption and to exchange certificates in temporary form for like certificates in definitive form, or, if the par value of any shares is changed, to effect the exchange for new certificates. It is understood and agreed by Pledgor and Secured Party that, although Securities Intermediary will use reasonable efforts to effect the transactions set forth in the preceding sentence, Securities Intermediary shall incur no liability for its failure to effect the same unless its failure is the result of wilful misconduct.

        (g)    Disclosure of Account Relationships.    Pledgor and Secured Party acknowledge that Securities Intermediary may be required to disclose to securities issuers the name, address and securities positions with respect to Financial Assets credited to the Collateral Accounts, and hereby consent to such disclosures.

        (h)    Forwarding of Documents.    Securities Intermediary shall forward to Pledgor and Secured Party, or notify Pledgor and Secured Party by telephone of, all communications received by Securities Intermediary as owner of any Financial Assets credited to the Collateral Accounts and which are intended to be transmitted to the beneficial owner thereof.

        (i)    Direction of Secured Party Controls in Disputes.    Pledgor, Securities Intermediary and Secured Party hereby agree that in the event any dispute arises with respect to the payment, ownership or right to possession of the Collateral Accounts or any other Collateral credited to or held therein, Securities Intermediary shall take such actions and shall refrain from taking such actions with respect thereto as may be directed by Secured Party.

        (j)    No Setoff, etc.    Securities Intermediary shall not exercise on its own behalf any claim, right of set-off, banker's lien, clearing lien, counterclaim or similar right against any of the Collateral; provided that Securities Intermediary may deduct, from any credit balances, any usual and ordinary transaction and administration fees payable in connection with the administration and operation of the Collateral Accounts. Except for claims for deductions permitted in the preceding sentence, Securities Intermediary agrees that any security interest it may have in the Collateral Accounts or any security entitlement carried therein shall be subordinate and junior to the interest of Secured Party.

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        (k)    Only Agreement.    This Agreement shall govern the actions, rights and obligations of Securities Intermediary, and shall determine the governing law, with respect to the Collateral Accounts and the Collateral notwithstanding any term or condition in any agreement other than this Agreement as it may be amended, supplemented or otherwise modified in writing.

        (l)    Care of Financial Assets.    Securities Intermediary shall maintain possession or control of all Financial Assets credited to the Collateral Accounts by segregating such Financial Assets from its proprietary assets and keeping them free of any lien, charge or claim of any third party granted or created by Securities Intermediary. Securities Intermediary shall take such other steps to ensure that Financial Assets credited to the Collateral Accounts are identified as being held for customers of Securities Intermediary as may required under applicable law, including 17 CFR Part 450, or in accordance with custom and practice in the industry.

        SECTION 8.    Transactions in Collateral Accounts.    

        (a)    Power of Secured Party to Sell or Transfer.    Pledgor agrees that Secured Party may sell or cause the sale or redemption of any Investment and instruct Securities Intermediary to transfer the proceeds of such sale or any other credit or balance in any of Collateral Accounts to any of the Collateral Accounts or any third party or account, in either case (i) if such sale or redemption is necessary to permit Secured Party or the Disbursement Agent to perform its duties under this Agreement, the Disbursement Agreement or the Intercreditor Agreement, or (ii) as provided in Section 14.

        (b)    Drawings Permitted from Certain Accounts.    By Pledgor. Except during any Suspension Period, Pledgor may by Check (as defined in Section 3-104(2)(b) of the Code) or other means draw funds from the Operating Account, the Soft Costs Cash Management Account, the Hard Costs Cash Management Account and the Company's Payment Account for the purposes set forth in the Disbursement Agreement. During any Suspension Period, the Operating Account, the Soft Costs Cash Management Account, the Hard Costs Cash Management Account and the Company's Payment Account shall be blocked, and Pledgor shall have no right to draw any amounts therefrom or cause any Financial Assets to be transferred out of any Collateral Account.

        SECTION 9.    Representations and Warranties By Securities Intermediary.    Securities Intermediary hereby represents and warrants to Pledgor and Secured Party as follows:

        (a)    Corporate Power.    Securities Intermediary has all necessary corporate power and authority to enter into and perform this Agreement.

        (b)    Execution Authorized.    The execution, delivery and performance of this Agreement by Securities Intermediary have been duly authorized by all necessary corporate action on the part of Securities Intermediary.

        (c)    Securities Intermediary.    Securities Intermediary is a "securities intermediary" (as that term is defined in Section 8-102(a)(14) of the Code) and is acting in such capacity with respect to the Collateral Accounts. Securities Intermediary is not a "clearing corporation" (as that term is defined in Section 8-102(a)(5) of the Code).

        SECTION 10.    Representations and Warranties.    Pledgor represents and warrants as follows:

        (a)    Ownership of Collateral; Security Interest; Perfection and Priority.    Except as specifically set forth in Section 2.3.3 of the Disbursement Agreement, Pledgor is (or at the time of transfer thereof to Securities Intermediary will be) the legal and beneficial owner of the Collateral from time to time transferred by Pledgor to Securities Intermediary, as agent for Secured Party, free and clear of any Lien except for the security interest created by this Agreement and the security interest created by the Local Second Mortgage Notes Collateral Account Agreement. The pledge and assignment of the Collateral pursuant to this Agreement creates a valid security interest in the Collateral securing the

10


Payment of the Secured Obligations. Assuming compliance by Securities Intermediary with this Agreement, Secured Party will have a perfected security interest in the Collateral senior in priority to any other security interest created by Pledgor.

        (b)    Governmental Authorizations.    Subject to any Nevada Gaming Commission Approvals, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the grant by Pledgor of the security interest granted hereby, (ii) the execution, delivery or performance of this Agreement by Pledgor, or (iii) the perfection of or, subject to any Nevada Gaming Commission approvals, the exercise by Secured Party or Securities Intermediary of its rights and remedies hereunder (except as may have been taken by or at the direction of Pledgor).

        (c)    Other Information.    All information heretofore, herein or hereafter supplied to Secured Party or Securities Intermediary by or on behalf of Pledgor with respect to the Collateral, the establishment of the Collateral Accounts or otherwise is accurate and complete in all material respects.

        SECTION 11.    Further Assurances.    

        (a)    Pledgor.    Pledgor agrees that from time to time, at the expense of Pledgor, Pledgor shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or reasonably desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party or Securities Intermediary to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Pledgor shall: (a) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as Secured Party may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby, and (b) at Secured Party's request, appear in and defend any action or proceeding that may affect Pledgor's title to or Secured Party's security interest in all or any part of the Collateral.

        (b)    Securities Intermediary.    Securities Intermediary shall take such further actions as Secured Party shall reasonably request as being necessary or desirable to maintain or achieve perfection or priority of Secured Party's security interest with respect to the Collateral and to permit Secured Party to exercise its rights with respect to the Collateral.

        SECTION 12.    Transfers and other Liens.    Pledgor agrees that, except as permitted in Section 4(b) and for the security interest created by this Agreement and the Local Second Mortgage Notes Collateral Account Agreement, it shall not (a) sell, assign (by operation of law or otherwise), redeem or otherwise dispose of any of the Collateral or (b) create or suffer to exist any Lien upon or with respect to any of the Collateral.

        SECTION 13.    Secured Party Appointed Attorney-in-Fact; Secured Party Performance.    

        (a)    Secured Party Appointed Attorney-in-Fact.    Pledgor hereby irrevocably appoints Secured Party as Pledgor's attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including (a) to file one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Collateral without the signature of Pledgor and (b) to receive, endorse and collect any instruments or other Investments made payable to Pledgor representing any dividend, principal or interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.

11


        (b)    Performance by Secured Party.    If Pledgor fails to perform any agreement contained herein, Secured Party may itself perform, or cause performance of, such agreement, and the expenses of Secured Party incurred in connection therewith shall be payable by Pledgor under Section 16.

        SECTION 14.    Remedies.    

        (a)    Transfer or Sequestration of Collateral after Potential Event of Default or Event of Default.    If any Potential Event of Default or Event of Default shall have occurred and be continuing, subject to any Nevada Gaming Laws and the receipt of any required Nevada Gaming Approvals, Secured Party may instruct Securities Intermediary to (i) sell or redeem any Investments, (ii) transfer any or all of the Collateral constituting cash to the Deposit Accounts or transfer any or all of the Collateral to any account designated by Secured Party, including account or accounts established in Secured Party's name (whether at Secured Party or Securities Intermediary or otherwise), (iii) register title to any Collateral in any name specified by Secured Party, including the name of Secured Party or any of its nominees or agents, without reference to any interest of Pledgor, or (iv) otherwise deal with the Collateral as directed by Secured Party.

        (b)    Rights of Secured Party after Event of Default.    If any Event of Default shall have occurred and be continuing, Secured Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of a secured party on default under the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") (whether or not the UCC applies to the affected Collateral), and Secured Party may also in its sole discretion sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or at any of Secured Party's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective, of the impact of any such sales on the market price of the Collateral. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

        (c)    Agreement as to Manner of Sale.    Pledgor hereby agrees that the Collateral is of a type customarily sold on recognized markets and, accordingly, that no notice to any Person is required before any sale of any of the Collateral pursuant to the terms of this Agreement; provided that, without prejudice to the foregoing, Pledgor agrees that, to the extent notice of any such sale shall be required by law, at least ten days' notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.

        (d)    Deficiency.    If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Pledgor shall be liable for the deficiency and the fees of any attorneys employed by Secured Party to collect such deficiency.

        (e)    Set-off.    Anything contained herein to the contrary notwithstanding, all sums in the Collateral Accounts shall be subject to Secured Party's or any Bank Lender's rights of set-off.

        SECTION 15.    Application of Proceeds.    If any Event of Default shall have occurred and be continuing, all cash included as Collateral and all proceeds received by Secured Party in respect of any sale or redemption of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of Secured Party, be held by or for Secured Party as Collateral for, or then, or at any

12


other time thereafter, applied in full or in part by Secured Party against, the Secured Obligations in any order or priority as may be determined by the Secured Party.

        SECTION 16.    Limitations on Duties; Exculpation; Indemnity, Expenses.    

        (a)    Securities Intermediary.    

        (b)    Secured Party.    

13

        SECTION 17.    Resignation and Removal of Securities Intermediary.    

        (a)    Removal.    Securities Intermediary may be removed at any time by written notice given by Secured Party to Securities Intermediary and Pledgor, but such removal shall not become effective until a successor Securities Intermediary shall have been appointed by Secured Party and shall have accepted such appointment in writing.

        (b)    Resignation.    Securities Intermediary may resign at any time by giving not less than thirty days' written notice to Secured Party and Pledgor, but such removal shall not become effective until a successor Securities Intermediary shall have been appointed by Secured Party and shall have accepted such appointment in writing. If an instrument of acceptance by a successor Securities Intermediary shall not have been delivered to the resigning Securities Intermediary within thirty days after the giving of any such notice of resignation, the resigning Securities Intermediary may, at the expense of Pledgor, petition any court of competent jurisdiction for the appointment of a successor Securities Intermediary.

        (c)    Successor Securities Intermediary.    Any successor Securities Intermediary shall be a corporation qualified to, and located in, New York, which (A) is subject to supervision or examination by the applicable Governmental Authority, (B) has a combined capital and surplus of at least Five Hundred Million Dollars (US$500,000,000), (C) has a long-term credit rating of not less than "A-"or "A3", respectively, by any Rating Agency; and provided, that any such bank with a long-term credit rating of "A-"or "A3 "shall not cease to be eligible to act as Securities Intermediary upon a downward change in either such rating of no more than one category or grade of such minimum rating, as the case may be.

        (d)    Process of Succession.    Upon the appointment of a successor Securities Intermediary and its acceptance of such appointment, the resigning or removed Securities Intermediary shall transfer all items of Collateral held by it to such successor (which items of Collateral shall be transferred to appropriate new Collateral Accounts established and maintained by such successor). Following such appointment all references herein to Securities Intermediary shall be deemed a reference to such

14


successor; provided that the provisions of Section 16(a) hereof shall continue to inure to the benefit of the resigning or removed Securities Intermediary with respect to any actions taken or omitted to be taken by it under this Agreement while it was Securities Intermediary hereunder.

        SECTION 18.    Continuing Security Interest; Termination of Obligations of Securities Intermediary.    This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the indefeasible payment in full of the Secured Obligations, the cancellation or termination of the commitments under the Bank Credit Agreement and the cancellation or expiration of all letters of credit outstanding thereunder, (b) be binding upon Pledgor, its successors and assigns, and (c) inure, together with the rights and remedies of Secured Party hereunder, to the benefit of Secured Party and the Bank Lenders and their respective successors, transferees and assigns. Upon the indefeasible payment in full of all Secured Obligations and the cancellation or termination of the commitments under the Bank Credit Agreement and the cancellation or expiration of all letters of credit outstanding thereunder, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to Pledgor. Upon any such termination Secured Party shall, at Pledgor's expense, execute and deliver to Pledgor such documents, instruments of transfer, certificates, termination statements and the like as Pledgor shall reasonably request to evidence such termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Secured Party, of such of the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof. Securities Intermediary shall not be released from its obligations hereunder, and shall continue to maintain any Collateral in accordance with this Agreement, until notified in writing by Secured Party that this Agreement has terminated and so long as Secured Party has not withdrawn such notification.

        SECTION 19.    Secured Party as Bank Agent.    

        (a)    Agency.    Secured Party has been appointed to act as Secured Party hereunder by the Bank Lenders pursuant to the Bank Credit Agreement. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement, the Disbursement Agreement and the Bank Credit Agreement.

        (b)    Identity of Agent.    Secured Party shall at all times be the same Person that is the Bank Agent under the Bank Credit Agreement. Written notice of resignations by the Bank Agent pursuant to subsection 9.9 of the Bank Credit Agreement shall also constitute notice of resignation as Secured Party under this Agreement and substitution of a successor bank agent pursuant to subsection 9.9 of the Bank Credit Agreement shall also constitute substitution of a successor Secured Party under this Agreement. Upon the acceptance of any appointment as Bank Agent under subsection 9.9 of the Bank Credit Agreement by a successor Bank Agent, that successor Bank Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Secured Party under this Agreement, and the retiring or removed Secured Party under this Agreement shall promptly (i) transfer to such successor Secured Party all items of Collateral held by Secured Party (which as appropriate shall be credited to, and held for the credit of, any new Collateral Accounts established and maintained by such successor Secured Party), together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Secured Party under this Agreement, and (ii) execute and deliver to such successor Secured Party such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Secured Party of the security interests created hereunder, whereupon such retiring or removed Secured Party shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Bank Agent's resignation or removal hereunder as Secured Party, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Secured Party hereunder.

15


        SECTION 20.    Amendments, Etc.    No amendment or waiver of any provision of this Agreement, or consent to any departure by any party herefrom, shall in any event be effective unless the same shall be in writing and signed by the other parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

        SECTION 21.    Notices.    Any communications between the parties hereto or notices provided herein to be given may be given to the address of the party as set forth under such party's name on the signature pages hereof. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by a reputable overnight delivery service, (c) in the event overnight delivery services are not readily available, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested or (d) if sent by prepaid telex, or by telecopy with correct answer back received. Notice so given shall be effective upon receipt by the addressee, except that communication or notice so transmitted by telecopy or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a Banking Day and, if not, on the next following Banking Day) on which it is validly transmitted if transmitted before 4 p.m., recipient's time, and if transmitted after that time, on the next following Banking Day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender. Any party shall have the right to change its address for notice hereunder to any other location by giving of no less than twenty (20) days' notice to the other parties in the manner set forth hereinabove.

        SECTION 22.    Failure or Indulgence Not Waiver, Remedies Cumulative.    No failure or delay on the part of Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

        SECTION 23.    Severability.    In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

        SECTION 24.    Headings.    Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

        SECTION 25.    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Securities Intermediary's/banks jurisdiction (within the meaning of Section 9-304 of the Code) shall be the State of New York and to the extent that notwithstanding the intention of the parties, any of the Collateral Accounts are Securities Accounts, the bank's jurisdiction (within the meaning of Section 8-110 of the Code) shall be the State of New York.

        SECTION 26.    Consent to Jurisdiction and Service of Process.    ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS

16


AGREEMENT. Pledgor hereby agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to Pledgor at its address provided in Section 21, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any action against Pledgor in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of Secured Party to bring proceedings against Pledgor in the courts of any other jurisdiction.

        SECTION 27.    Waiver of Jury Trial.    PLEDGOR, SECURITIES INTERMEDIARY AND SECURED PARTY HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Pledgor and Secured Party each acknowledge that this waiver is a material inducement for Pledgor and Secured Party to enter into a business relationship, that Pledgor and Secured Party have already relied on this waiver in entering into this Agreement and that each will continue to rely on this waiver in their related future dealings. Pledgor and Secured Party further warrant and represent that each has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

        SECTION 28.    Counterparts.    This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

        SECTION 29.    Secured Party's Representative.    The Secured Party hereby authorizes the entity from time to time acting as the Disbursement Agent under the Disbursement Agreement to, from time to time, act on its behalf hereunder. Until the Secured Party notifies Securities Intermediary and Pledgor to the contrary, any such Disbursement Agent shall be a "representative" (as defined in Section 1-201(35) of the Code) of the Secured Party and, as such, any Entitlement Orders or other instructions or actions issued or taken by such Disbursement Agent hereunder shall be as effective as if issued or taken directly by the Secured Party.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

17

        IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

    PLEDGOR:          

 
 
 
 
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 managing member

 
 
 
 
 
 
 
 
 
 
By:
 
 
 
                       
                    Name:      
                       
                    Title:      
                       

 
 
 
 
 
 
 
 
 
 
Notice Address:
Wynn Las Vegas, LLC
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Telephone No.: (702) 733-4123
Facsimile No.: (702) 791-0167

 
 
 
 
WYNN LAS VEGAS CAPITAL CORP.,
a Nevada corporation
 
 
 

 
 
 
 
By:
 
 
 
 
 
 
 
 
 
           
 
        Name:                  
           
 
        Title:                  
           
 

 
 
 
 
Notice Address:
 
 
 
Wynn Las Vegas Capital Corp.
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Telephone No.: (702) 733-4123
Facsimile No.: (702) 791-0167

18


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

 
 
 
 
By:
 
 
 
 
 
 
 
 
 
           
 
        Name:                  
           
 
        Title:                  
           
 

 
 
 
 
Notice Address:
 
Wynn Design & Development
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715

 
 
SECURED PARTY:
 
 
 
 
 
 
 

 
 
 
 
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Bank Agent under the Bank Credit Agreement
 
 
 

 
 
 
 
By:
 
 
 
 
 
 
 
 
 
           
 
        Name:                  
           
 
        Title:                  
           
 

 
 
 
 
Notice Address:
 
Deutsche Bank Trust Company Americas
31 West 52nd Street
New York, New York 10019
Attn: George Reynolds
Telephone No.: (646) 324-2112
Facsimile No.: (646) 324-7450

19


 
 
SECURITIES INTERMEDIARY:
 
 
 
 
 

 
 
 
 
BANK OF AMERICA, N.A.,
as Securities Intermediary
 
 
 

 
 
 
 
By:
 
 
 
 
 
 
 
 
 
           
 
        Name:                  
           
 
        Title:                  
           
 

 
 
 
 
Notice Address:
 
Bank of America, N.A.
300 South Fourth Street, 2nd Floor
NV1-119-02-01
Las Vegas, Nevada 89101-6014
Attn: Alan Gordon
Attn: Carmen Bungert
                    Telephone No.: (702) 654-7144
                                              (702) 654-8531
                    Facsimile No.: (702) 654-7158

20

ATTACHMENT 1

[FORM OF PROHIBITION NOTICE]

[Letterhead of Secured Party]

[date of notice]

TO:   Bank of America, N.A.
300 South Fourth Street, 2nd Floor
NV1-119-02-01
Las Vegas, Nevada 89101-6014
Attn: Alan Gordon
Attn: Carmen Bungert
Facsimile No.: (702) 654-7158

CC:
 
Wynn Las Vegas, LLC
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Facsimile No.: (702) 791-0167

 
 
Wynn Las Vegas Capital Corp.
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Facsimile No.: (702) 791-0167

 
 
Wynn Design & Development
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Facsimile No.: (702) 733-4715

Re:
 
Prohibition Notice under that Certain Local Bank
Collateral Account Agreement/[                        ] [            ]
Account Number [            ]                        

Ladies and Gentlemen:

Pursuant to the Local Bank Collateral Account Agreement dated [                        ], 2002 ("Local Bank Collateral Account Agreement") among [                        ], as Secured Party, certain Pledgors and Securities Intermediary, we hereby give you this Prohibition Notice and notify you of the commencement of a Suspension Period. Until further notice from the undersigned substantially in the form of Attachment 2 to the Local Bank Collateral Account Agreement, Securities Intermediary shall not accept or follow instructions from Pledgor pursuant to Section 4(b) of the Local Bank Collateral Account Agreement.

Capitalized terms used and not otherwise defined in this notice are used with their respective meanings in the Local Bank Collateral Account Agreement.

    Yours truly,
    [Secured Party]

 
 
By:
 
     
    Its:  
     

ATTACHMENT 2

[FORM OF RESCISSION OF PROHIBITION NOTICE]

[Letterhead of Secured Party]

[date of notice]

TO:   Bank of America, N.A.
300 South Fourth Street, 2nd Floor
NV1-119-02-01
Las Vegas, Nevada 89101-6014
Attn: Alan Gordon
Attn: Carmen Bungert
Facsimile No.: (702) 654-7158

CC:
 
Wynn Las Vegas, LLC
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Facsimile No.: (702) 791-0167

 
 
Wynn Las Vegas Capital Corp.
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Facsimile No.: (702) 791-0167

 
 
Wynn Design & Development
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Facsimile No.: (702) 733-4715

Re:
 
Rescission of Prohibition Notice under that Certain Local Bank Collateral Account Agreement/[            ] [                        ] Account Number [            ]                        

Ladies and Gentlemen:

Pursuant to the Local Bank Collateral Account Agreement dated [                        ], 2002 ("Local Bank Collateral Account Agreement") among [                        ], as Secured Party, certain Pledgors and Securities Intermediary, we hereby notify you of the rescission by Secured Party of the Prohibition Notice dated [date of Prohibition Notice] and the end of the related Suspension Period. You are hereby instructed that, until receipt of a new Prohibition Notice, you shall accept and follow written instructions from Pledgor pursuant to Section 4(b) of the Local Bank Collateral Account Agreement.

Capitalized terms used and not otherwise defined in this notice are used with their respective meanings in the Local Bank Collateral Account Agreement.

    Yours truly,

 
 
[Secured Party]

 
 
By:
 
     
    Its:  
     

EXHIBIT A
To Local Bank Collateral Account Agreement

DEFINITIONS

[Attached]

EXHIBIT A-1

Exhibit Z-3
to Disbursement Agreement

FORM OF LOCAL FF&E COLLATERAL ACCOUNT AGREEMENT

        This LOCAL FF&E COLLATERAL ACCOUNT AGREEMENT (this "Agreement") is dated as of October 30, 2002 and entered into by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company ("Wynn Las Vegas"), WYNN LAS VEGAS CAPITAL CORP., a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., "Pledgor"), WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Collateral Agent under the Loan Agreement ("Collateral Agent") (in such capacity herein called "Secured Party"), and Bank of America, N.A., as custodian and securities intermediary for the Pledgor and Secured Party (in such capacity, "Securities Intermediary").

PRELIMINARY STATEMENTS

        A.    The Project.    Pledgor proposes to develop, construct and operate the Le Rêve Casino Resort with related parking structure and golf course facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.

        B.    Bank Credit Agreement.    Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc., as joint documentation agent, Dresdner Bank AG, New York and Grand Cayman Branches, as arranger and joint documentation agent, and the Bank Lenders have entered into the Bank Credit Agreement pursuant to which the Bank Lenders have agreed, subject to the terms thereof, to provide certain revolving loans to Wynn Las Vegas in an aggregate principal amount not to exceed $750,000,000 and certain delay draw term loans to Wynn Las Vegas in an aggregate principal amount not to exceed $250,000,000, as more particularly described therein. Valvino, Wynn Resorts Holdings and certain other guarantors have, pursuant to the Bank Guarantee and Collateral Agreement, guaranteed the obligations of Wynn Las Vegas under the Bank Credit Agreement.

        C.    Second Mortgage Notes Indenture.    Concurrently herewith, Wynn Las Vegas, Capital Corp., certain guarantors signatory thereto (including Valvino and Wynn Resorts Holdings) and the Indenture Trustee have entered into the Second Mortgage Notes Indenture pursuant to which Wynn Las Vegas and Capital Corp. will issue the Second Mortgage Notes in an aggregate principal amount of $340,000,000 to finance Project Costs, as more particularly described therein.

        D.    FF&E Facility Agreement.    Concurrently herewith, Wynn Las Vegas, Collateral Agent and the FF&E Lenders have entered into the FF&E Facility Agreement pursuant to which the FF&E Lenders have agreed, subject to the terms thereof, to provide certain loans in an aggregate principal amount not to exceed $188,500,000 to finance acquisition and installation costs for the FF&E Component, as more particularly described therein.

        E.    Intercreditor Agreements.    Concurrently herewith, (i) the Bank Agent (acting on behalf of itself and the Bank Lenders) and the Indenture Trustee (acting on behalf of itself and the Second Mortgage Note Holders) have entered into the Project Lenders Intercreditor Agreement and (ii) the Bank Agent (acting on behalf of itself and the Bank Lenders), the Indenture Trustee (acting on behalf of itself and the Second Mortgage Note Holders) and the Collateral Agent (acting on behalf of itself and the FF&E Lenders) have entered into the FF&E Intercreditor Agreement, pursuant to each of which the parties thereto have set forth certain intercreditor provisions, including the priority of the liens, the method of decision making among the Lenders party thereto, the arrangements applicable to actions in respect of approval rights and waivers, the limitations on rights of enforcement upon default and the application of proceeds upon enforcement.


        F.    Completion Guaranty.    Concurrently herewith, the Completion Guarantor has executed in favor of the Bank Agent (acting on behalf of the Bank Lenders) and the Indenture Trustee (acting on behalf of the Second Mortgage Note Holders) the Completion Guaranty pursuant to which the Completion Guarantor has agreed, subject to the terms and limitations thereof, to guaranty completion of the Project and payment by the Company of certain Project Costs.

        G.    Master Disbursement Agreement.    Concurrently herewith, the Pledgor, the Bank Agent (acting on behalf of itself and the Bank Lenders), the Indenture Trustee (acting on behalf of itself and the Second Mortgage Note Holders), the Collateral Agent (acting on behalf of itself and the FF&E Lenders) and Deutsche Bank Trust Company Americas as "Disbursement Agent" have entered into that certain Master Disbursement Agreement ("Disbursement Agreement") for the purpose of setting forth, among other things, (a) the mechanics for and allocation of Wynn Las Vegas' requests for Advances under the various Facilities and from the Company's Funds Account, (b) the conditions precedent to the Closing Date, to the initial Advance and to subsequent Advances, (c) certain common representations, warranties and covenants of Wynn Las Vegas in favor of the Funding Agents and the Lenders and (d) the common events of default and remedies.

        H.    Condition.    It is a condition precedent to the making of the Loans by the FF&E Lenders that Pledgor shall have established the FF&E Proceeds Account, granted control to the Collateral Agent (as Secured Party) of such accounts, and undertaken the obligations contemplated by this Agreement.

        NOW, THEREFORE, in consideration of the premises and in order to induce the FF&E Lenders to make their respective loans under the Loan Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Pledgor hereby agrees with Secured Party as follows:

SECTION 1.

        (a)    Specific Definitions.    The following terms used in this Agreement shall have the following meanings:

        (b)  From and after the Completion Date, "Permitted Investments" means the following:

        (b)    General Provisions.    Capitalized terms used but not defined herein shall have the meaning given to such terms in Exhibit A. Unless otherwise defined herein or in Exhibit A, terms used in Articles 8 and 9 of the Code are used herein as therein defined. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number,

singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. When a reference is made in this Agreement to an Appendix, Exhibit, Introduction, Recital, Section or Schedule, such reference shall be to an Appendix, an Exhibit, the Introduction, a Recital or a Section of, or a Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

SECTION 2.

        (a)    Establishment of Company's FF&E Payment Account.    Pledgor and Secured Party hereby authorize and direct Securities Intermediary to establish and maintain at its office at 300 South 4th Street, 2nd Floor, Las Vegas, Nevada 89101-6014, a non-interest bearing deposit account in the name of Pledgor and under the control of Secured Party, designated as "Wynn Las Vegas, FF&E Payment Account fbo the FF&E Lenders". Securities Intermediary hereby undertakes to treat Pledgor as the person entitled to exercise the rights that comprise any Financial Asset credited to the Company's FF&E Payment Account. Secured Party and the Pledgor agree that this account shall be the "Company's FF&E Payment Account."

        (b)    Operations of the Collateral Account.    The Collateral Account shall be operated, and all Investments shall be acquired and registered or held (as applicable), in accordance with the terms of this Agreement and the directions of Secured Party.

        (c)    Account Statements.    Securities Intermediary shall send Secured Party and Pledgor written account statements with respect to the Collateral Account not less frequently than monthly. Absent mathematical or similar errors, reports or confirmations of the execution of orders and statements of account shall be conclusive if not objected to in writing within 30 days after delivery pursuant to Section 21.

SECTION 3.

        (a)    Transfers to Company's FF&E Payment Account.    All transfers of funds to the Company's FF&E Payment Account shall be made by wire transfer (or, if applicable, intra-bank transfer from another account with Securities Intermediary) of immediately available funds, in each case addressed as follows:

Account No.:   #01419647 for further credit to account #004964891380
ABA No.:   122400724
Reference:   Le Rêve Project—Company's FF&E Payment Account

        (b)    Notice of Transfers.    In the event of any transfer of funds to or from the Collateral Account pursuant to any provision of this Section 3, Pledgor, Secured Party or Securities Intermediary, as the case may be, shall promptly after initiating or sending out written instructions with respect to such transfer, give notice to each other such party by facsimile of the date and amount of such transfer.

SECTION 4.

        (a)    Strict Compliance.    Cash and Investments held by Securities Intermediary in the Collateral Account shall not be (i) invested or reinvested, (ii) sold or redeemed, or (iii) transferred from or among the Collateral Account, except as provided in this Section 4.

        (b)    Pledgor's Right to Direct Investment.    Except during any Suspension Period, Securities Intermediary shall, in accordance with Pledgor's written Entitlement Orders given to Securities


Intermediary from time to time, sell or redeem Investments, and apply amounts transferred to or held for the credit of the Deposit Account to make investments for credit to the Deposit Account, in Securities Intermediary's name and as custodian under this Agreement, in Permitted Investments denominated and payable in United States Dollars. During any Suspension Period, (i) Pledgor's right to direct such investments under this Section 4(b) shall be suspended, and Securities Intermediary shall not accept Entitlement Orders with respect to the Deposit Account from any person other than Secured Party; and (ii) any credit balances shall be invested and reinvested only as provided in Section 4(c).

        (c)    Overnight Investments.    To the extent that with respect to the Deposit Account, there is a credit balance expected as of the end of a day, unless otherwise instructed by Secured Party, Securities Intermediary shall apply such credit balances to acquire Overnight Investments. Any Overnight Investments shall be held for the credit of the Collateral Account. Pledgor shall have no right to invest funds in a Deposit Account to the extent that free balances have been invested in Overnight Investments pursuant to this Section. Except as specifically set forth above, any amount received after 2:00 p.m., New York time will remain uninvested and shall not bear interest.

        (d)    Actions of Securities Intermediary on Purchase of Investments.    Promptly upon the purchase, acquisition or transfer for credit of the Collateral Account of any Investment, Securities Intermediary shall take all steps that it customarily takes in the ordinary course of its business to ensure that such Investment is credited on its books to the Collateral Account. Without limiting the generality of the foregoing, Securities Intermediary shall promptly (i) send to Pledgor and Secured Party a written confirmation of the acquisition of such Investment, and (ii) indicate by book entry in its records that such Investment has been credited to, and is held for the credit of, the Collateral Account. Securities Intermediary agrees with Pledgor and Secured Party that any credit balances or property credited to, or held for the credit of, the Collateral Account shall be treated as "Financial Assets" as that term is defined in Section 8-102(a)(9) of the Code.

        (e)    Interest on Collateral Account.    Amounts held on deposit or as credit balances shall not bear interest, although to the extent invested in Investments (including Overnight Investments), deposit or credit balances may realize interest income.

        (f)    Control Agreement.    Anything contained herein to the contrary notwithstanding, including the actual or alleged absence of a Potential Event of Default or Event of Default, Securities Intermediary shall, if and as directed in writing by Secured Party, without the consent of Pledgor, (i) comply with Entitlement Orders originated by Secured Party with respect to the Collateral Account and any Security Entitlements therein, (ii) comply with instructions, including, without limitation, instructions within the meaning of Section 9-104 of the Code, originated by Secured Party directing the disposition of funds in the Collateral Account, (iii) transfer, sell or redeem any of the Collateral, (iv) transfer any or all of the Collateral to any account or accounts designated by Secured Party, including the Collateral Account or an account established in Secured Party's name (whether at Secured Party or Securities Intermediary or otherwise), (v) register title to any Collateral in any name specified by Secured Party, including the name of Secured Party or any of its nominees or agents, without reference to any interest of Pledgor, or (vi) otherwise deal with the Collateral as directed by Secured Party. Securities Intermediary shall act on any Entitlement Order or instruction of Secured Party notwithstanding assertions or proof that (1) Secured Party has no right under Sections 14 or 15 to originate the Entitlement Order or instruction or take the underlying action; (2) such Entitlement Order or instruction or action constitutes a breach of this Agreement or any other agreement; or (3) this Agreement has terminated, unless notified in writing by Secured Party that this Agreement has terminated and such notice has not been withdrawn. Nothing contained in this paragraph shall constitute a waiver by Pledgor of any rights or remedies it may have against Secured Party under this Agreement or any other agreement.

        (g)    Deposit of Proceeds.    Any interest earned on the Deposit Account in accordance with Section 4(e) and any interest, cash dividends or other cash distributions received in respect of any Investments and the net proceeds of any sale or payment of any Investments shall be promptly credited to, and held for the credit of, the Collateral Account. Any distribution of property in respect of any


Investment shall be credited to and held for the credit of the Collateral Account; provided that, unless otherwise instructed in writing by Secured Party, Securities Intermediary shall, for credit to the Collateral Account, promptly sell, redeem or otherwise liquidate any such property that, as of the date of receipt, is not a Permitted Investment.

        (h)    Segregation of Accounts.    Except to the extent otherwise instructed by Secured Party, Securities Intermediary shall separately maintain the Collateral Account.

SECTION 5.

        Pledge of Security for Secured Obligations.    Pledgor hereby pledges and assigns to Secured Party, and hereby grants to Secured Party for the benefit of the FF&E Lenders a security interest in, all of Pledgor's right, title and interest in and to the Collateral as collateral security for the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. 362(a)), of all Secured Obligations.

SECTION 6.

        Acknowledgement of Security Interest in Favor of Secured Party; Covenant Against Creation of other Interests.

        (a)    Acknowledgement of Security Interest.    Securities Intermediary acknowledges the security interest granted by Pledgor in favor of Secured Party in the Collateral.

        (b)    Acknowledgement of Securities Intermediary's Role.    Securities Intermediary hereby further acknowledges that it holds the Collateral Account, and all Security Entitlements therein, as securities intermediary (as defined in Section 8-102(a) of the Code) and custodian for, for the benefit of, and subject to the control of, Secured Party. Securities Intermediary shall, by book entry or otherwise, indicate that the Collateral Account, and all Security Entitlements registered to or held therein, are subject to the control of Secured Party as provided in Section 4(f).

        (c)    Securities Intermediary Has No Notice of Adverse Claims.    Securities Intermediary represents and warrants that (i) it has no notice of any adverse claim against any of the Collateral other than the claim of Secured Party under this Agreement; and (ii) it is not, in its capacity as securities intermediary, party to any agreement other than this Agreement that governs its rights or duties, or limits or conflicts with the rights of Secured Party, including the exclusive right of Secured Party to control as provided in Section 4(f), with respect to the Collateral Account.

        (d)    Securities Intermediary Shall Not Acknowledge Other Claims.    Securities Intermediary agrees that, except as expressly provided in Section 6(c) above or elsewhere in this Agreement or with the written consent of Secured Party, it shall not agree to or acknowledge (i) any right by any Person other than Secured Party to originate Entitlement Orders or control with respect to the Collateral Account; or (ii) any limitation on the right of Secured Party to originate Entitlement Orders with respect to or direct the transfer of any Investments or cash credited to the Collateral Account.

SECTION 7.

        (a)    Transactions Shall Comply With Rules. The parties acknowledge that all transactions in Financial Assets under this Agreement shall be in accordance with the rules and customs of the exchange, market or clearing organization, if any, in which the transactions are executed or settled and in conformity with applicable law and regulations of governmental authorities and future amendments or supplements thereto.

        (b)    Fees and Charges of Securities Intermediary.    Pledgor shall pay to Securities Intermediary, in accordance with Securities Intermediary's usual schedule of charges or any written agreement between


Securities Intermediary and Pledgor, any fees or charges reasonably imposed by Securities Intermediary with respect to, the establishment, maintenance and transactions in or affecting the Collateral Account.

        (c)    Securities Intermediary Shall Not Permit Leverage of Investments.    Securities Intermediary shall not execute any transaction to acquire a Financial Asset under Section 4(b) unless (A) there are sufficient funds in the Collateral Account to settle such transactions or (B) it is reasonably anticipated that such funds will be generated through the liquidation of Financial Assets in the Collateral Account. Notwithstanding the foregoing sentence, in the event that Securities Intermediary executes a transaction without adequate funds to settle the transaction, then unless the Securities Intermediary acted willfully or in a grossly negligent manner, Pledgor shall be liable to Securities Intermediary for any deficiency and shall promptly reimburse Securities Intermediary for any loss or expense incurred thereby, including losses sustained by reason of Securities Intermediary's inability to borrow any securities or other property sold for the Collateral Account. Pledgor agrees to pay interest charges which may be imposed by Securities Intermediary in accordance with its usual custom, with respect to late payments for Financial Assets purchased for the Collateral Account and prepayments to the Collateral Account (i.e., the crediting of the proceeds of sale before the settlement date or receipt by Securities Intermediary of the items sold in good deliverable form). Pledgor agrees to pay promptly any amount which may become due in order to satisfy demands for additional margin or marks to market with respect to any security purchased or sold on instruction from Pledgor.

        (d)    Risk of Investments and Transactions.    It is not the intention of the parties that Securities Intermediary should bear any investment risk associated with Permitted Investments or Overnight Investments acquired for the credit of the Collateral Account in accordance with Section 4. Any losses or gains realized on such Investments shall be charged or credited to the Collateral Account, as appropriate. On committing to a transaction for the credit of the Collateral Account pursuant to an instruction permitted in accordance with Section 4, Securities Intermediary may, (i) pending settlement, block (A) the Investments to be sold or (B) credit balances sufficient to settle any acquisition and, (ii) at the time of settlement, deliver such Investments or funds in accordance with the rules, custom or practice of the particular market.

        (e)    Use of Intermediaries and Nominees.    Securities Intermediary is authorized, subject to Secured Party's written instructions, to register any Financial Assets acquired by Securities Intermediary pursuant to this Agreement in the name of Securities Intermediary or in the name of its nominee, or to cause such securities to be registered in the name of a Federal reserve bank, a recognized securities intermediary or clearing corporation, or a nominee of any of them. Securities Intermediary may at any time and from time to time appoint, and may at any time remove, any bank, trust company, clearing corporation, or Broker-Dealer as its agent to carry out such of the provisions of this Agreement. The appointment or use of any intermediary, or the appointment of any such agent, shall not relieve Securities Intermediary of any responsibility or liability under this Agreement.

        (f)    Corporate Actions.    Except as otherwise set forth herein, the parties agree that neither Secured Party nor Securities Intermediary shall have any responsibility for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rate changes or similar matters relating to any Financial Assets credited to or held for the credit of the Deposit Account (except based on written instructions originated by Pledgor or Secured Party), or for informing Pledgor or Secured Party with respect thereto, whether or not Securities Intermediary or Secured Party has, or is deemed to have, knowledge of any of the aforesaid. Securities Intermediary is authorized to withdraw securities sold or otherwise disposed of, and to credit the Collateral Account with the proceeds thereof or make such other disposition thereof as may be directed in accordance with this Agreement. Securities Intermediary is further authorized to collect all income and other payments which may become due on Financial Assets credited to the Collateral Account, to surrender for payment maturing obligations and those called for redemption and to exchange certificates in temporary form for like certificates in definitive form, or, if the par value of any shares is changed, to effect the exchange for new certificates. It is understood and agreed by Pledgor and Secured Party that, although Securities Intermediary will use reasonable efforts to effect the transactions set forth in the preceding sentence, Securities Intermediary


shall incur no liability for its failure to effect the same unless its failure is the result of wilful misconduct.

        (g)    Disclosure of Account Relationships.    Pledgor and Secured Party acknowledge that Securities Intermediary may be required to disclose to securities issuers the name, address and securities positions with respect to Financial Assets credited to the Collateral Account, and hereby consent to such disclosures.

        (h)    Forwarding of Documents.    Securities Intermediary shall forward to Pledgor and Secured Party, or notify Pledgor and Secured Party by telephone of, all communications received by Securities Intermediary as owner of any Financial Assets credited to the Collateral Account and which are intended to be transmitted to the beneficial owner thereof.

        (i)    Direction of Secured Party Controls in Disputes.    Pledgor, Securities Intermediary and Secured Party hereby agree that in the event any dispute arises with respect to the payment, ownership or right to possession of the Collateral Account or any other Collateral credited to or held therein, Securities Intermediary shall take such actions and shall refrain from taking such actions with respect thereto as may be directed by Secured Party.

        (j)    No Setoff, etc.    Securities Intermediary shall not exercise on its own behalf any claim, right of set-off, banker's lien, clearing lien, counterclaim or similar right against any of the Collateral; provided that Securities Intermediary may deduct, from any credit balances, any usual and ordinary transaction and administration fees payable in connection with the administration and operation of the Collateral Account. Except for claims for deductions permitted in the preceding sentence, Securities Intermediary agrees that any security interest it may have in the Collateral Account or any security entitlement carried therein shall be subordinate and junior to the interest of Secured Party.

        (k)    Only Agreement.    This Agreement shall govern the actions, rights and obligations of Securities Intermediary, and shall determine the governing law, with respect to the Collateral Account and the Collateral notwithstanding any term or condition in any agreement other than this Agreement as it may be amended, supplemented or otherwise modified in writing.

        (l)    Care of Financial Assets.    Securities Intermediary shall maintain possession or control of all Financial Assets credited to the Collateral Account by segregating such Financial Assets from its proprietary assets and keeping them free of any lien, charge or claim of any third party granted or created by Securities Intermediary. Securities Intermediary shall take such other steps to ensure that Financial Assets credited to the Collateral Account are identified as being held for customers of Securities Intermediary as may required under applicable law, including 17 CFR Part 450, or in accordance with custom and practice in the industry.

SECTION 8.

        (a)    Power of Secured Party to Sell or Transfer.    Pledgor agrees that Secured Party may sell or cause the sale or redemption of any Investment and instruct Securities Intermediary to transfer the proceeds of such sale or any other credit or balance in the Collateral Account to any third party or account, in either case (i) if such sale or redemption is necessary to permit Secured Party or the Disbursement Agent to perform its duties under this Agreement, the Disbursement Agreement or the Intercreditor Agreement, or (ii) as provided in Section 14.

        (b)    Drawings Permitted from Certain Accounts By Pledgor.    Except during any Suspension Period, Pledgor may by Check (as defined in Section 3-104(2)(b) of the Code) or other means draw funds from the Company's FF&E Payment Account for the purposes set forth in the Disbursement Agreement. During any Suspension Period, the Company's FF&E Payment Account shall be blocked, and Pledgor shall have no right to draw any amounts therefrom or cause any Financial Assets to be transferred out of the Collateral Account.


SECTION 9.

        Representations and Warranties By Securities Intermediary.    Securities Intermediary hereby represents and warrants to Pledgor and Secured Party as follows:

        (a)    Corporate Power.    Securities Intermediary has all necessary corporate power and authority to enter into and perform this Agreement.

        (b)    Execution Authorized.    The execution, delivery and performance of this Agreement by Securities Intermediary have been duly authorized by all necessary corporate action on the part of Securities Intermediary.

        (c)    Securities Intermediary.    Securities Intermediary is a "securities intermediary" (as that term is defined in Section 8-102(a)(14) of the Code) and is acting in such capacity with respect to the Collateral Account. Securities Intermediary is not a "clearing corporation" (as that term is defined in Section 8-102(a)(5) of the Code).

SECTION 10.

        Representations and Warranties.    Pledgor represents and warrants as follows:

        (a)    Ownership of Collateral; Security Interest; Perfection and Priority.    Except as specifically set forth in Section 2.3.10 of the Disbursement Agreement, Pledgor is (or at the time of transfer thereof to Securities Intermediary will be) the legal and beneficial owner of the Collateral from time to time transferred by Pledgor to Securities Intermediary, as agent for Secured Party, free and clear of any Lien except for the security interest created by this Agreement. The pledge and assignment of the Collateral pursuant to this Agreement creates a valid security interest in the Collateral securing the Payment of the Secured Obligations. Assuming compliance by Securities Intermediary with this Agreement, Secured Party will have a perfected security interest in the Collateral senior in priority to any other security interest created by Pledgor.

        (b)    Governmental Authorizations.    Subject to any Nevada Gaming Commission Approval, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for either (i) the grant by Pledgor of the security interest granted hereby, (ii) the execution, delivery or performance of this Agreement by Pledgor, or (iii) the perfection of or, subject to any Nevada Gaming Commission approvals, the exercise by Secured Party or Securities Intermediary of its rights and remedies hereunder (except as may have been taken by or at the direction of Pledgor).

        (c)    Other Information.    All information heretofore, herein or hereafter supplied to Secured Party or Securities Intermediary by or on behalf of Pledgor with respect to the Collateral, the establishment of the Collateral Account or otherwise is accurate and complete in all material respects.


SECTION 11.

        (a)    Pledgor.    Pledgor agrees that from time to time, at the expense of Pledgor, Pledgor shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or reasonably desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party or Securities Intermediary to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Pledgor shall: (a) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as Secured Party may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby, and (b) at Secured Party's request, appear in and defend any action or proceeding that may affect Pledgor's title to or Secured Party's security interest in all or any part of the Collateral.

        (b)    Securities Intermediary.    Securities Intermediary shall take such further actions as Secured Party shall reasonably request as being necessary or desirable to maintain or achieve perfection or priority of Secured Party's security interest with respect to the Collateral and to permit Secured Party to exercise its rights with respect to the Collateral.

SECTION 12.

        Transfers and other Liens.    Pledgor agrees that, except as permitted in Section 4(b), and for the security interest created by this Agreement, it shall not (a) sell, assign (by operation of law or otherwise), redeem or otherwise dispose of any of the Collateral or (b) create or suffer to exist any Lien upon or with respect to any of the Collateral.

SECTION 13.

        (a)    Secured Party Appointed Attorney-in-Fact.    Pledgor hereby irrevocably appoints Secured Party as Pledgor's attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor, Secured Party or otherwise, from time to time in Secured Party's discretion to take any action and to execute any instrument that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including (a) to file one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Collateral without the signature of Pledgor and (b) to receive, endorse and collect any instruments or other Investments made payable to Pledgor representing any dividend, principal or interest payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.

        (b)    Performance by Secured Party.    If Pledgor fails to perform any agreement contained herein, Secured Party may itself perform, or cause performance of, such agreement, and the expenses of Secured Party incurred in connection therewith shall be payable by Pledgor under Section 16.

SECTION 14.

        (a)    Transfer or Sequestration of Collateral after Potential Event of Default or Event of Default.    If any Potential Event of Default or Event of Default shall have occurred and be continuing, Secured Party may instruct Securities Intermediary to (i) sell or redeem any Investments, (ii) transfer any or all of the Collateral constituting cash to the Deposit Account or transfer any or all of the Collateral to any account designated by Secured Party, including account or accounts established in Secured Party's name (whether at Secured Party or Securities Intermediary or otherwise), (iii) register title to any Collateral in any name specified by Secured Party, including the name of Secured Party or any of its nominees or

agents, without reference to any interest of Pledgor, or (iv) otherwise deal with the Collateral as directed by Secured Party.

        (b)    Rights of Secured Party after Event of Default.    If any Event of Default shall have occurred and be continuing, subject to any Nevada Gaming Laws and the receipt of any required Nevada Gaming Commission Approval, Secured Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of a secured party on default under the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") (whether or not the UCC applies to the affected Collateral), and Secured Party may also in its sole discretion sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or at any of Secured Party's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective, of the impact of any such sales on the market price of the Collateral. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

        (c)    Agreement as to Manner of Sale.    Pledgor hereby agrees that the Collateral is of a type customarily sold on recognized markets and, accordingly, that no notice to any Person is required before any sale of any of the Collateral pursuant to the terms of this Agreement; provided that, without prejudice to the foregoing, Pledgor agrees that, to the extent notice of any such sale shall be required by law, at least ten days' notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.

        (d)    Deficiency.    If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Pledgor shall be liable for the deficiency and the fees of any attorneys employed by Secured Party to collect such deficiency.

        (e)    Set-off.    Anything contained herein to the contrary notwithstanding, all sums in the Collateral Account shall be subject to Secured Party's or any FF&E Lender's rights of set-off.

SECTION 15.

        Application of Proceeds.    If any Event of Default shall have occurred and be continuing, all cash included as Collateral and all proceeds received by Secured Party in respect of any sale or redemption of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of Secured Party, be held by or for Secured Party as Collateral for, or then, or at any other time thereafter, applied in full or in part by Secured Party against, the Secured Obligations in any order or priority as may be determined by the Secured Party.

SECTION 16.

        (a)    Securities Intermediary.    

        (b)    Secured Party.    

SECTION 17.

        (a)    Removal.    Securities Intermediary may be removed at any time by written notice given by Secured Party to Securities Intermediary and Pledgor, but such removal shall not become effective until a successor Securities Intermediary shall have been appointed by Secured Party and shall have accepted such appointment in writing.

        (b)    Resignation.    Securities Intermediary may resign at any time by giving not less than thirty days' written notice to Secured Party and Pledgor, but such removal shall not become effective until a successor Securities Intermediary shall have been appointed by Secured Party and shall have accepted such appointment in writing. If an instrument of acceptance by a successor Securities Intermediary shall not have been delivered to the resigning Securities Intermediary within thirty days after the giving of any such notice of resignation, the resigning Securities Intermediary may, at the expense of Pledgor, petition any court of competent jurisdiction for the appointment of a successor Securities Intermediary.

        (c)    Successor Securities Intermediary.    Any successor Securities Intermediary shall be a corporation qualified to do business in, and located in, New York, which (A) is subject to supervision or examination by the applicable Governmental Authority, (B) has a combined capital and surplus of at least Five Hundred Million Dollars (US$500,000,000), (C) has a long-term credit rating of not less than "A-"or "A3", respectively, by any Rating Agency; and provided, that any such bank with a long-term credit rating of "A-"or "A3 "shall not cease to be eligible to act as Securities Intermediary upon a downward change in either such rating of no more than one category or grade of such minimum rating, as the case may be.

        (d)    Process of Succession.    Upon the appointment of a successor Securities Intermediary and its acceptance of such appointment, the resigning or removed Securities Intermediary shall transfer all items of Collateral held by it to such successor (which items of Collateral shall be transferred to an appropriate new Collateral Account established and maintained by such successor). Following such appointment all references herein to Securities Intermediary shall be deemed a reference to such successor; provided that the provisions of Section 16(a) hereof shall continue to inure to the benefit of the resigning or removed Securities Intermediary with respect to any actions taken or omitted to be taken by it under this Agreement while it was Securities Intermediary hereunder.

SECTION 18.

        Continuing Security Interest; Termination of Obligations of Securities Intermediary.    This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the indefeasible payment in full of the Secured Obligations and (b) be binding upon Pledgor, its successors and assigns, and (c) inure, together with the rights and remedies of Secured Party hereunder, to the benefit of Secured Party and the FF&E Lenders and their respective successors, transferees and assigns. Upon the indefeasible payment in full of all Secured Obligations and the cancellation or termination of the commitments under the Loan Agreement, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to Pledgor. Upon any such termination Secured Party shall, at Pledgor's expense, execute and deliver to Pledgor such documents,

instruments of transfer, certificates, termination statements and the like as Pledgor shall reasonably request to evidence such termination and Pledgor shall be entitled to the return, upon its request and at its expense, against receipt and without recourse to Secured Party, of such of the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof. Securities Intermediary shall not be released from its obligations hereunder, and shall continue to maintain any Collateral in accordance with this Agreement, until notified in writing by Secured Party that this Agreement has terminated and so long as Secured Party has not withdrawn such notification.

SECTION 19.

        (a)    Agency.    Secured Party has been appointed to act as Secured Party hereunder by the FF&E Lenders pursuant to the Loan Agreement. Secured Party shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement, the Disbursement Agreement and the Loan Agreement.

        (b)    Identity of Agent.    Secured Party shall at all times be the same Person that is the Collateral Agent under the Loan Agreement. Written notice of resignations by the Collateral Agent pursuant to Section 11.9 of the Loan Agreement shall also constitute notice of resignation as Secured Party under this Agreement and substitution of a successor collateral agent pursuant to Section 11.9 of the Loan Agreement shall also constitute substitution of a successor Secured Party under this Agreement. Upon the acceptance of any appointment as Collateral Agent under Section 11.9 of the Loan Agreement by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Secured Party under this Agreement, and the retiring or removed Secured Party under this Agreement shall promptly (i) transfer to such successor Secured Party all items of Collateral held by Secured Party (which as appropriate shall be credited to, and held for the credit of, the new Collateral Account established and maintained by such successor Secured Party), together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Secured Party under this Agreement, and (ii) execute and deliver to such successor Secured Party such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Secured Party of the security interests created hereunder, whereupon such retiring or removed Secured Party shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Collateral Agent's resignation or removal hereunder as Secured Party, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Secured Party hereunder.

SECTION 20.

        Amendments, Etc.    No amendment or waiver of any provision of this Agreement, or consent to any departure by any party herefrom, shall in any event be effective unless the same shall be in writing and signed by the other parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

SECTION 21.

        Notices.    Any communications between the parties hereto or notices provided herein to be given may be given to the address of the party as set forth under such party's name on the signature pages hereof. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be considered as properly given (a) if delivered in person, (b) if sent by a reputable overnight delivery service, (c) in the event overnight delivery services are not readily available, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested or (d) if sent by prepaid telex, or by telecopy with correct answer back received. Notice so given shall be effective upon

receipt by the addressee, except that communication or notice so transmitted by telecopy or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a Business Day and, if not, on the next following Business Day) on which it is validly transmitted if transmitted before 4 p.m., recipient's time, and if transmitted after that time, on the next following Business Day; provided, however, that if any notice is tendered to an addressee and the delivery thereof is refused by such addressee, such notice shall be effective upon such tender. Any party shall have the right to change its address for notice hereunder to any other location by giving of no less than twenty (20) days' notice to the other parties in the manner set forth hereinabove.

SECTION 22.

        Failure or Indulgence Not Waiver, Remedies Cumulative.    No failure or delay on the part of Secured Party in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

SECTION 23.

        Severability.    In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

SECTION 24.

        Headings.    Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

SECTION 25.

        Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. Securities Intermediary's jurisdiction (within the meaning of Section 9-304 of the Code) shall be the State of New York and to the extent that notwithstanding the intention of the parties, the Collateral Account is a deposit account, the bank's jurisdiction (within the meaning of Section 8-110 of the Code) shall be the State of New York.

SECTION 26.

        Consent to Jurisdiction and Service of Process.    ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. Pledgor hereby agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to Pledgor at its address provided in Section 21, such service being hereby acknowledged by Pledgor to be sufficient for personal jurisdiction in any action against Pledgor in any such court and to be otherwise effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner

permitted by law or shall limit the right of Secured Party to bring proceedings against Pledgor in the courts of any other jurisdiction.

SECTION 27.

        Waiver of Jury Trial.    PLEDGOR, SECURITIES INTERMEDIARY AND SECURED PARTY HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Pledgor and Secured Party each acknowledge that this waiver is a material inducement for Pledgor and Secured Party to enter into a business relationship, that Pledgor and Secured Party have already relied on this waiver in entering into this Agreement and that each will continue to rely on this waiver in their related future dealings. Pledgor and Secured Party further warrant and represent that each has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

SECTION 28.

        Counterparts.    This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

SECTION 29.

        Secured Party's Representative.    The Secured Party hereby authorizes the entity from time to time acting as the Disbursement Agent under the Disbursement Agreement to, from time to time, act on its behalf hereunder. Until the Secured Party notifies Securities Intermediary and Pledgor to the contrary, any such Disbursement Agent shall be a "representative" (as defined in Section 1-201(35) of the Code) of the Secured Party and, as such, any Entitlement Orders or other instructions or actions issued or taken by such Disbursement Agent hereunder shall be as effective as if issued or taken directly by the Secured Party.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

        IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

    PLEDGOR:                  

 
 
 
 
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 managing member

 
 
 
 
 
 
 
 
 
 
By:
 
 
 
                       
                    Name:      
                       
                    Title:      
                       

 
 
 
 
 
 
 
 
 
 
Notice Address
Wynn Las Vegas, LLC
3145 Las Vegas Boulevard South

 
 
 
 
 
 
 
 
 
 
 
 
 
Las Vegas, Nevada 89109
Attn: Ron Kramer
Telephone No.: (702) 733-4123
Facsimile No.: (702) 791-0167

 
 
 
 
WYNN LAS VEGAS CAPITAL CORP.,
a Nevada limited liability company
 
 
 

 
 
 
 
By:
 
 
 
 
 
 
 
 
 
           
 
        Name:                  
           
 
        Title:                  
           
 

 
 
 
 
Notice Address:
 
Wynn Las Vegas Capital Corp.
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Telephone No.: (702) 733-4123
Facsimile No.: (702) 791-0167

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

 
 
 
 
By:
 
 
 
 
 
 
 
 
 
           
 
        Name:                  
           
 
        Title:                  
           
 

 
 
 
 
Notice Address:
 
Wynn Design & Development
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Telephone No.: (702) 733-4497
Facsimile No.: (702) 733-4715

 
 
SECURED PARTY:
 
 
 
 
 
 
 

 
 
 
 
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Collateral Agent under
the Loan Agreement

 
 
 
 
By:
 
 
 
 
 
 
 
 
 
           
 
        Name:                  
           
 
        Title:                  
           
 

 
 
 
 
Notice Address:

 
 
SECURITIES INTERMEDIARY:
 
 
 
 
 
 
 

 
 
 
 
Bank of America. N.A.
as Securities Intermediary
 
 
 
 
 

 
 
 
 
By:
 
 
 
 
 
 
 
 
 
           
 
        Name:                  
           
 
        Title:                  
           
 

 
 
 
 
Notice Address:
 
 
 
 
 
                   
                        
                        
                        
                        
                        

ATTACHMENT 1

[FORM OF PROHIBITION NOTICE]

[Letterhead of Secured Party]

[date of notice]

TO:   [Securities Intermediary]    
        
    
        
    
        
    
        
    

CC:
 
Wynn Las Vegas, LLC
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Facsimile No.: (702) 791-0167
 
 

 
 
Wynn Las Vegas Capital Corp.
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Facsimile No.: (702) 791-0167
 
 

 
 
Wynn Design & Development
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Facsimile No.: (702) 733-4715
 
 

Re:
 
Prohibition Notice under that Certain Local FF&E
Collateral Account Agreement/[                        ]
Account Number [            ]                        

Ladies and Gentlemen:

Pursuant to the Local FF&E Collateral Account Agreement dated as of October    , 2002 ("Local FF&E Collateral Account Agreement") among Wells Fargo Bank Nevada, National Association, not in its individual capacity, but solely as Collateral Agent under the Loan Agreement, as Secured Party, certain Pledgors and Securities Intermediary, we hereby give you this Prohibition Notice and notify you of the commencement of a Suspension Period. Until further notice from the undersigned substantially in the form of Attachment 2 to the Local FF&E Collateral Account Agreement, Securities Intermediary shall not accept or follow instructions from Pledgor pursuant to Section 4(b) of the Local FF&E Collateral Account Agreement.

Capitalized terms used and not otherwise defined in this notice are used with their respective meanings in the Local FF&E Collateral Account Agreement.

    Yours truly,
    [Secured Party]

 
 
By:
 
     
    Its:  
     

ATTACHMENT 2

[FORM OF RESCISSION OF PROHIBITION NOTICE]

[Letterhead of Secured Party]

[date of notice]

TO:   [Securities Intermediary]    
        
    
        
    
        
    
        
    

CC:
 
Wynn Las Vegas, LLC
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Facsimile No.: (702) 791-0167
 
 

 
 
Wynn Las Vegas Capital Corp.
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Ron Kramer
Facsimile No.: (702) 791-0167
 
 

 
 
Wynn Design & Development
c/o Wynn Resorts Holdings, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: Kenneth Wynn
Attn: Todd Nisbet
Facsimile No.: (702) 733-4715
 
 

Re:
 
Rescission of Prohibition Notice under that Certain Local FF&E Collateral Account Agreement/[            ] Account Number [            ]                        

Ladies and Gentlemen:

Pursuant to the Local FF&E Collateral Account Agreement dated as of October    , 2002 ("Local FF&E Collateral Account Agreement") among Wells Fargo Bank Nevada, National Association, not in its individual capacity, but solely as Collateral Agent under the Loan Agreement, as Secured Party, certain Pledgors and Securities Intermediary, we hereby notify you of the rescission by Secured Party of the Prohibition Notice dated [date of Prohibition Notice] and the end of the related Suspension Period. You are hereby instructed that, until receipt of a new Prohibition Notice, you shall accept and follow written instructions from Pledgor pursuant to Section 4(b) of the Local FF&E Collateral Account Agreement.

Capitalized terms used and not otherwise defined in this notice are used with their respective meanings in the Local FF&E Collateral Account Agreement.

    Yours truly,
    [Secured Party]

 
 
By:
 
     
    Its:  
     

EXHIBIT A
To Local FF&E Collateral Account Agreement

DEFINITIONS

[Attached]
end



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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:

        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:

        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:

        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:

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:

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