EXHIBIT 10.7

        CREDIT AGREEMENT

among

WYNN LAS VEGAS, LLC,
as the Borrower,

The Several Lenders
from Time to Time Parties Hereto,

DEUTSCHE BANK SECURITIES INC.,
as Lead Arranger and Joint Book Running Manager,

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent and Swing Line Lender,

BANC OF AMERICA SECURITIES LLC,
as Lead Arranger, Joint Book Running Manager and Syndication Agent,

BEAR, STEARNS & CO. INC.,
as Arranger and Joint Book Running Manager,

BEAR STEARNS CORPORATE LENDING INC.,
as Joint Documentation Agent,

DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES,
as Arranger and Joint Documentation Agent,

and

JPMORGAN CHASE BANK,
as Joint Documentation Agent

Dated as of October 30, 2002

TABLE OF CONTENTS

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        This CREDIT AGREEMENT is dated as of October 30, 2002 and entered into among WYNN LAS VEGAS, LLC, a Nevada limited liability company (the "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), DEUTSCHE BANK SECURITIES INC., as lead arranger and joint book running manager, DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the "Administrative Agent") and swing line lender, BANC OF AMERICA SECURITIES LLC, as lead arranger, joint book running manager and syndication agent, BEAR, STEARNS & CO. INC., as arranger and joint book running manager, BEAR STEARNS CORPORATE LENDING INC., as joint documentation agent, DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as arranger and joint documentation agent, and JPMORGAN CHASE BANK, as joint documentation agent.

RECITALS

        WHEREAS, the Borrower proposes to develop and own the Project (such defined term and other defined terms used in these Recitals shall have the meanings given in Section 1.1 of this Agreement);

        WHEREAS, the Borrower desires to finance the development and construction of the Project with (i) existing cash balances of the Borrower and common equity contributions to the Borrower from certain affiliates of the Borrower (consisting of property and cash) in an aggregate amount of approximately $937,000,000, (ii) approximately $344,000,000 of proceeds from the issuance of senior secured 12% Mortgage Notes due 2010, (iii) the proceeds of an equipment finance loan from the FF&E Lenders in an aggregate amount of approximately $188,500,000 to finance certain furniture, fixtures and equipment (including, without limitation, the Aircraft and certain gaming equipment), (iv) projected interest income of approximately $25,000,000 and (v) the senior secured credit facilities contemplated hereby;

        WHEREAS, the Borrower desires that the Lenders extend the senior secured credit facilities contemplated hereby to the Borrower to provide a portion of the funds necessary to develop and construct the Project and, in the case of the Revolving Credit Loans, to provide working capital for the operation of the Project following the Completion Date;

        WHEREAS, subject to the terms and conditions hereof, the Lenders are willing to extend such senior secured credit facilities to the Borrower;

        WHEREAS, the Borrower desires to secure all of its Obligations by granting to the Administrative Agent on behalf of the Lenders Liens on substantially all of its assets (including the Project and related Collateral), in each case as more fully described in this Agreement and the other Loan Documents; and

        WHEREAS, each of the Loan Parties (other than the Borrower and Desert Inn Improvement) shall guaranty the Obligations of the Borrower and shall secure all of its Obligations by granting to the Administrative Agent on behalf of the Lenders Liens on substantially all of its assets (including the Project and related Collateral), in each case as more fully described in this Agreement and the other Loan Documents.

        NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1.    DEFINITIONS

        1.1    Defined Terms.    As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

        "Account":    any "Commodity Account," "Deposit Account" or "Securities Account" (as such terms are defined in the UCC) with respect to which the Secured Parties have a perfected first priority Lien (subject only to Permitted Liens) securing the Obligations of the Loan Parties pursuant to a Control Agreement.

        "Additional Completion Period":    the period, if any, commencing on the Debt Service Availability Date and ending on the Completion Date.

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

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

        "Adjustment Date":    as defined in the Pricing Grid.

        "Administrative Agent":    as defined in the preamble hereto.

        "Administrative Agent Fee Letter":    the Second Amended and Restated Administrative Agent Fee Letter, dated October 30, 2002, among Valvino, Wynn Resorts Holdings, the Borrower, the Administrative Agent and Deutsche Bank Securities Inc., as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

        "Advance Confirmation Notice":    as defined in the Disbursement Agreement.

        "Advance Requests":    as defined in 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.

        "Affiliated Fund":    means, with respect to any Lender that is a fund that invests (in whole or in part) in commercial loans, any other fund that invests (in whole or in part) in commercial loans and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

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

        "Agents":    the collective reference to the Syndication Agent, the Documentation Agents and the Administrative Agent.

        "Aggregate Exposure":    with respect to any Lender at any time, an amount equal to the sum of (i) the amount of such Lender's Term Loan Commitment then in effect or, if the Term Loan Commitments have been terminated, the amount of such Lender's Term Loan Extensions of Credit then outstanding and (ii) the amount of such Lender's Revolving Credit Commitment then in effect or, if the Revolving Credit Commitments have been terminated, the amount of such Lender's Revolving Extensions of Credit then outstanding.

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        "Aggregate Exposure Percentage":    with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender's Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

        "Agreement":    this Credit Agreement, as amended, supplemented, replaced or otherwise modified from time to time in accordance with this Credit Agreement.

        "Aircraft":    the Existing Aircraft and, after the Disposition of the Existing Aircraft in accordance with Section 7.5(o), the Replacement Aircraft in the event the Replacement Aircraft is acquired pursuant to Section 7.5(o)(ii)(B).

        "Aircraft Operating Agreement":    that certain Amended and Restated Aircraft Operating Agreement, dated October 30, 2002 between the Aircraft Trustee and World Travel.

        "Aircraft Note":    (i) that certain promissory note, dated October 30, 2002, in an aggregate principal amount of $38,000,000 issued by World Travel in favor of the Borrower or (ii) after the Disposition of the Existing Aircraft in accordance with Section 7.5(o), a replacement note in substantially the form of the note described in clause (i) of this definition issued by World Travel in favor of the Borrower in an amount not greater than the sum of (x) the amount of Indebtedness outstanding under the note described in clause (i) of this definition (immediately prior to the Disposition of the Existing Aircraft) at the time of the Disposition of the Existing Aircraft and (y) the amount of Indebtedness incurred pursuant to the proviso of Section 7.2(f)(ii).

        "Aircraft Trustee":    Wells Fargo Bank Northwest, National Association, as trustee under a trust agreement in favor of World Travel with respect to the Aircraft, and any successor or replacement trustee.

        "Allocable Overhead":    for any period, an amount equal to (x) the amount of Affiliated Overhead Expenses for such period divided by (y) the number of gaming and/or hotel projects of Wynn Resorts and its Subsidiaries which were operating during such period or for which debt and/or equity financing has been obtained to finance the development, construction and/or opening thereof; provided, that amounts allocated to any such project shall be prorated based on the period within such period that such project was in operation or financing therefor was obtained.

        "Amortization Date":    (i) with respect to the first Amortization Date, December 31, 2005 and (ii) with respect to each subsequent Amortization Date, the last day of each succeeding fiscal quarter of the Borrower.

        "Applicable Facility Lenders":    with respect to any Facility, Non-Defaulting Lenders holding more than 33¹/3% of the Total Term Loan Extensions of Credit of Non-Defaulting Lenders or the Total Revolving Extensions of Credit of Non-Defaulting Lenders, as the case may be, outstanding under such Facility (or, prior to any termination of the Term Loan Commitments or the Revolving Credit Commitments, as the case may be, Non-Defaulting Lenders holding more than 33¹/3% of the Total Term Loan Credit Commitments (less the aggregate Term Loan Commitments of Defaulting Lenders) or Total Revolving Credit Commitments (less the aggregate Revolving Credit Commitments of Defaulting Lenders), as the case may be).

        "Applicable Margin":    for each Type of Loan, the rate per annum set forth under the relevant column heading below:

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provided, that on and after the first Adjustment Date occurring after the Opening Date, the Applicable Margin with respect to Revolving Credit Loans and Swing Line Loans will be determined pursuant to the Pricing Grid.

        "Arrangers":    collectively, Deutsche Bank Securities Inc., in its capacity as a lead arranger, Banc of America Securities LLC, in its capacity as a lead arranger, Bear, Stearns & Co. Inc., in its capacity as an arranger, and Dresdner Bank AG, New York and Grand Cayman Branches, in its capacity as an arranger.

        "Art Rental and Licensing Agreement":    that certain Second Amended and Restated Art Rental and Licensing Agreement, dated as of September 18, 2002, between Mr. Wynn and Wynn Resorts Holdings.

        "Aruze Corp.":    Aruze Corp., a Japanese public corporation.

        "Aruze USA":    Aruze USA, Inc., a Nevada corporation.

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

        "Assignee":    as defined in Section 10.6(c).

        "Assignment and Acceptance":    as defined in Section 10.6(c).

        "Assignor":    as defined in Section 10.6(c).

        "Available Funds":    as defined in the Disbursement Agreement.

        "Available Revolving Credit Commitment":    as to any Revolving Credit Lender at any time, an amount equal to the excess, if any, of (a) such Revolving Credit Lender's Revolving Credit Commitment then in effect over (b) such Revolving Credit Lender's Revolving Extensions of Credit then outstanding; provided, that in calculating any Lender's Revolving Extensions of Credit for the purpose of determining such Lender's (other than the Swing Line Lender) Available Revolving Credit Commitment pursuant to Section 2.9(a), the aggregate principal amount of Swing Line Loans then outstanding shall be deemed to be zero.

        "Available Term Loan Commitments":    as to any Term Loan Lender at any time, an amount equal to the excess, if any, of (a) such Term Loan Lender's Term Loan Commitment then in effect over (b) such Term Loan Lender's Term Loan Extensions of Credit then outstanding.

        "Bankruptcy Code":    Title 11 of the United States Code entitled "Bankruptcy", as now or hereafter in effect, or any successor statute.

        "Bank Company Collateral Account Agreement":    as defined in the Disbursement Agreement.

        "Bank Completion Guaranty Collateral Account Agreement":    as defined in the Disbursement Agreement.

        "Bank Debt Service":    for any period, (a) all fees payable during such period to the Administrative Agent, the Issuing Lender, the Swing Line Lender and the Lenders, (b) interest on Term Loans, Swing Line Loans, Revolving Credit Loans and, without duplication, interest on any outstanding Reimbursement Obligations, in each case payable during such period, (c) scheduled Term Loan principal payments (as reduced to reflect actual prepayments through the date of such calculation) and payments with respect to the principal amount of any outstanding Reimbursement

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Obligations, in each case payable during such period, and (d) net payments, if any, payable during such period pursuant to Specified Hedge Transactions.

        "Bank Local Company Collateral Account Agreement(s)":    as defined in the Disbursement Agreement.

        "Base Rate":    for any day, a rate per annum (rounded upwards, if necessary, to the next ¹/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

        "Base Rate Loans":    Loans for which the applicable rate of interest is based upon the Base Rate.

        "Beneficial Owner":    as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The term "Beneficially Owned" has a corresponding meaning.

        "Benefited Lender":    as defined in Section 10.7.

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

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

        "Borrower":    as defined in the preamble hereto.

        "Borrowing Date":    any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lender(s) to make Loans hereunder.

        "Borrower Indemnity Agreement":    the Indemnity Agreement, dated as of October 30, 2002, by the Borrower in favor of the Administrative Agent.

        "Borrower Mortgage":    the Amended and Restated Deed of Trust, Leasehold Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated as of October 30, 2002, made by the Borrower to the Title Insurance Company for the benefit of the Administrative Agent.

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

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

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and payments of principal and interest on Reimbursement Obligations, a day other than a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required by law to close.

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

        "Capital Expenditures":    for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets (including, without limitation, real property) or additions to equipment (including replacements, capitalized repairs and improvements during such period) which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries; provided, that the amount of Capital Expenditures in respect of fixed or capital assets or additions to equipment in any Fiscal Year shall not include (a) to the extent applied during such Fiscal Year to the replacement of Property pursuant to Section 7.5(a)(ii), the Net Disposition Proceeds received by any such Person from the Disposition of Property pursuant to Section 7.5(a) and (b) the Insurance Proceeds and/or Eminent Domain Proceeds received by any such Person for any casualties to, or Taking of, fixed or capital assets and applied during such Fiscal Year to the repair or replacement of fixed or capital assets in accordance with Section 2.24. Notwithstanding the foregoing, any Project Costs, any expenditures in furtherance of the construction of the Entertainment Facility and any expenditures with respect to the purchase of the Replacement Aircraft in accordance with Section 7.5(o), in each case that otherwise would have constituted Capital Expenditures by virtue of the foregoing, shall be excluded from this definition.

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

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

        "Cash Equivalents":    (a) United States dollars; (b) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (as long as the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition; (c) interest-bearing demand or time deposits (which may be represented by certificates of deposit) issued by banks having general obligations rated (on the date of acquisition thereof) at least "A" or the equivalent by S&P or Moody's or, if not so rated, secured at all times, in the manner and to the extent provided by law, by collateral security consisting of property of the type specified in clause (a) or (b) of this definition, with a market value of no less than the amount of monies so invested; (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above; (e) commercial paper having the highest rating obtainable from Moody's or S&P and in each case maturing within six months after the date of acquisition; (f) money market funds or mutual funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (d) of this definition; and (g) to the extent not permitted in clauses (a) through (f) of this definition, Permitted Securities.

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

        "Change of Control":    the occurrence of any of the following: (i) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Loan Parties, taken as a whole, or of the Borrower and its Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act), other than to Mr. Wynn or a Related Party of Mr. Wynn, (ii) the adoption of a plan relating to the liquidation or dissolution of the Borrower or any successor thereto, (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that (a) any "person" (as defined in clause (i) above), other than Mr. Wynn and any of his Related Parties becomes the Beneficial Owner, directly or indirectly, of more than 50% of the outstanding Voting Stock of Wynn Resorts, measured by voting power rather than number of equity interests, (b) any "person" (as defined in clause (i) above)(other than Kazuo Okada, Aruze USA and Aruze Corp., so long as (1) the Stockholders Agreement, as in effect on the Closing Date, remains in full force and effect, (2) a majority of the Board of Directors of Wynn Resorts is constituted of Persons named on any slate of directors chosen by Mr. Wynn and Aruze USA pursuant to the Stockholders Agreement, as in effect on the Closing Date, and (3) Kazuo Okada and his Related Parties either (A) "control" (as that term is used in Rule 405 under the Securities Act) Aruze Corp. and Aruze USA or (B) otherwise remain the direct or indirect Beneficial Owners of the Voting Stock of Wynn Resorts held by Aruze Corp.) becomes the Beneficial Owner, directly or indirectly, of a greater percentage of the outstanding Voting Stock of Wynn Resorts, measured by voting power rather than number of equity interests, than is at that time Beneficially Owned by Mr. Wynn and his Related Parties as a group, (c) Mr. Wynn and his Related Parties as a group own less than 20% of the outstanding Voting Stock of Wynn Resorts, measured by voting power rather than number of equity interests (excluding, for purposes of calculating the outstanding voting stock of Wynn Resorts pursuant to this clause (iii)(c), shares of voting stock issued in a primary issuance by Wynn Resorts in one or more bona fide public offerings of additional Voting Stock of Wynn Resorts (other than the IPO)), or (d) Mr. Wynn and his Related Parties as a group own less than 10% of the outstanding Voting Stock of Wynn Resorts, measured by voting power rather than number of equity interests, (iv) the first day on which Mr. Wynn does not act as either the Chairman of the Board of Directors of Wynn Resorts or the Chief Executive Officer of Wynn Resorts, other than (1) as a result of death or disability or (2) if the Board of Directors of Wynn Resorts, exercising their fiduciary duties in good faith, removes or fails to re-appoint Mr. Wynn as Chairman of the Board of Directors of Wynn Resorts or Chief Executive Officer of Wynn Resorts, (v) the first day on which a majority of the members of the Board of Directors of Wynn Resorts or the Borrower are not Continuing Directors, (vi) the first day on which Wynn Resorts ceases to own, directly or indirectly, 100% of the outstanding Capital Stock of the Borrower or (vii) Wynn Resorts consolidates with, or merges with or into, any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person consolidates with, or merges with or into, Wynn Resorts, in any such event pursuant to a transaction in which any of the outstanding voting stock of Wynn Resorts is converted into or exchanged for cash, securities or other property, other than any such transaction where the voting stock of Wynn Resorts outstanding immediately prior to such transaction is converted into or exchanged for voting stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such voting stock of such surviving or transferee Person (immediately after giving effect to such issuance).

        "Closing Date":    the date on which this Agreement and the other Loan Documents are executed and delivered and the conditions precedent set forth in Section 3.1 of the Disbursement Agreement and Section 5.1 of this Agreement have been satisfied or waived.

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

        "Collateral":    all Property of the Loan Parties, Wynn Resorts or any other Person, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

        "Collateral Agency Agreement":    the Collateral Agency Agreement, dated as of October 30, 2002, among the Administrative Agent for the benefit of the Lenders, the Mortgage Notes Trustee for the benefit of the Mortgage Notes Holders, and the Collateral Agent.

        "Collateral Agent":    Bank of America, N.A., as collateral agent under the Collateral Agency Agreement.

        "Collection Account":    as defined in the Disbursement Agreement.

        "Commitment":    as to any Lender, the sum of the Term Loan Commitment and the Revolving Credit Commitment of such Lender.

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

        "Company's Fund Account":    as defined in the Disbursement Agreement.

        "Completion Date":    as defined in the Disbursement Agreement.

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

        "Completion Guaranty":    that certain Completion Guaranty, dated as of October 30, 2002, by the Completion Guarantor in favor of the Administrative Agent on behalf of the Secured Parties, the Disbursement Agent and the Mortgage Notes Indenture Trustee.

        "Completion Guaranty Release Date":    as defined in the Disbursement Agreement.

        "Compliance Certificate":    a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B hereto.

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

        "Consents":    as defined in the Disbursement Agreement.

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

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

        "Consolidated EBITDA":    of any Person for any period, Consolidated Net Income of such Person and its Subsidiaries for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense or the Tax Amount (whether or not paid during such period), (b) Consolidated

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Interest Expense of such Person and its Subsidiaries, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including, in the case of the Borrower, the Loans and Letters of Credit), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and (e) any extraordinary expenses or losses (and, whether or not otherwise includable as separate items in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business and pre-opening expenses related to the initial opening of the Project (such pre-opening expenses to be no greater than that set forth in the Project Budget) and the opening of the Entertainment Facility (such pre-opening expenses in the aggregate to be no greater than $5,000,000)) and minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining Consolidated Interest Expense) and (b) any extraordinary income or gains (and, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business), all as determined on a consolidated basis in accordance with GAAP.

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

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

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

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

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

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

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        "Consolidated Member":    a corporation, other than the common parent, that is a member of an affiliated group (as defined in Section 1504 of the Code) of which Wynn Resorts or any of the Loan Parties is the common parent.

        "Consolidated Net Income":    of any Person for any period, the consolidated net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and before any reduction in respect of preferred equity dividends, but giving effect to, without duplication, any amounts paid or distributed by such Person or its Subsidiaries as a Tax Amount or Allocable Overhead if and to the same extent that such amounts would have been included in the calculation of net income if incurred by such Person or its Subsidiaries directly; provided, that in calculating Consolidated Net Income of a Person (for purposes of this definition only, the "Parent") and its consolidated Subsidiaries for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Parent or is merged into or consolidated with the Parent or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Parent) in which the Parent or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Parent or such Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of any Subsidiary of the Parent to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Financing Agreement) or Requirement of Law applicable to such Subsidiary, (d) to the extent not reflected as a charge in the statement of such Consolidated Net Income, any Management Fees paid during such Period and (e) the cumulative effect of a change in accounting principles.

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

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

        "Consolidated Working Capital":    at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

        "Construction Consultant":    Inspection & Valuation International, Inc. or such other construction consultant of recognized national standing appointed by the Administrative Agent.

        "Construction Contract":    a "Contract" as defined in the Disbursement Agreement.

        "Continuing Directors":    as of any date of determination, with respect to any Person, any member of the Board of Directors of such Person who (i) was a member of such board of directors on the Closing Date, (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such board at the time of such nomination or election or (iii) in the case of a limited liability company, was nominated by the direct or indirect Board of Directors of its managing member or sole member.

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

        "Control Agreements":    collectively, (i) the Bank Completion Guaranty Collateral Account Agreement, (ii) the Bank Company Collateral Account Agreement, (iii) the Bank Local Company Collateral Account Agreement(s), (iv) each Control Agreement to be executed and delivered by

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each Loan Party pursuant to the Guarantee and Collateral Agreement, substantially in the form of Exhibit B, Exhibit C or Exhibit D, as the case may be, thereto, as the same may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement.

        "Converted Revolving Loan Amount":    as defined in Section 2.4(a).

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

        "Debt Service":    collectively, the Bank Debt Service, the Note Debt Service and the FF&E Debt Service.

        "Debt Service Availability Date":    April 30, 2005.

        "Default":    any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

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

        "Delivery Requirement":    with respect to each Additional Material Contract:

        (a)  with respect to each Person party to such Additional Material Contract (other than any Loan Party), copies of the Governing Documents of each such Person (with respect to Persons other than Affiliates of the Borrower, to the extent the same are publicly available from the secretary of state of the state of formation of such Person), certified, if applicable, by the secretary of state of the state of formation of such Person;

        (b)  with respect to each Person party to such Additional Material Contract (other than any Loan Party), certificates issued by the secretary of state of the state where the Project is located and, if other than such state, the state of formation of such Person certifying that such Person is in good standing and is qualified to do business in, and has paid all franchise taxes or similar taxes due to, such states; and

        (c)  to the extent reasonably obtainable, the most recent annual financial statements (audited if available) or Form 10-K and most recent quarterly financial statements or Form 10-Q from each Person party to such Additional Material Contract (other than any Loan Party), together (in the case of any Affiliates of Loan Parties) with certificates from the appropriate Responsible Officer thereof, stating that no material adverse change in the consolidated assets, liabilities, operations or financial condition of such Person has occurred from those set forth in the most recent financial statements or the balance sheet, as the case may be, provided to the Administrative Agent pursuant to this clause (c).

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        "Derivatives Counterparty":    as defined in Section 7.6.

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

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

        "DIIC Casino Water Permit":    the Permit identified as of the Closing Date as Permit No. 13393 (Cert. 4731) as shown in the records of the State of Nevada, Division of Water Resources, in Carson City Nevada (and any successor or replacement Permit thereto).

        "DIIC Land Use Agreement":    that certain Agreement Re Use of Real Property, dated October 30, 2002, among Desert Inn Improvement, the Borrower and Wynn Resorts Holdings.

        "DIIC Water Permits":    collectively, the DIIC Casino Water Permit and the permits identified as of the Closing Date as Permit No. 16938 (Cert. 4765), Permit No. 16939 (Cert. 4766), Permit No. 24558 (Cert. 7828), Permit No. 24560 (Cert. 7827), Permit No. 24561 (Cert. 7829), and Permit No. 25223 (Cert. 7830), in each case as shown in the records of the State of Nevada, Division of Water Resources, in Carson City Nevada (and any successor or replacement Permits thereto).

        "DIIC Water Transfer":    a transfer by Desert Inn Improvement at no cost and in accordance with all Requirements of Law and pursuant to all necessary consents of Governmental Authorities (including, if applicable, the Nevada Public