Wynn Resorts Annual Report 2014

Plain-text annual report

Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-KýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014OR¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period to Commission File No. 000-50028WYNN RESORTS, LIMITED(Exact name of registrant as specified in its charter)NEVADA 46-0484987(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification Number)3131 Las Vegas Boulevard South—Las Vegas, Nevada 89109(Address of principal executive offices) (Zip Code)(702) 770-7555(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of Each Class Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value Nasdaq Global Select MarketSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ýIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ý No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DataFile required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit and post such files). Yes ý No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not becontained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K. ýIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ýThe aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates based on the closing price asreported on the NASDAQ Global Select Market on June 30, 2014 was approximately $16.8 billion.As of February 13, 2015, 101,525,639 shares of the registrant’s Common Stock, $.01 par value, were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s Proxy Statement for its 2015 Annual Meeting of Stockholders to be filed not later than 120 days after the end of thefiscal year covered by this report are incorporated by reference into Part III of this Form 10-K.Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESFORM 10-KTABLE OF CONTENTSPART IItem 1.Business3Item 1A.Risk Factors17Item 1BUnresolved Staff Comments32Item 2.Properties32Item 3.Legal Proceedings32Item 4.Mine Safety Disclosures37PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities38Item 6.Selected Financial Data39Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations40Item 7A.Quantitative and Qualitative Disclosures About Market Risk63Item 8.Financial Statements and Supplementary Data66Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure117Item 9A.Controls and Procedures117Item 9B.Other Information117PART IIIItem 10.Directors, Executive Officers and Corporate Governance119Item 11.Executive Compensation119Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters119Item 13.Certain Relationships and Related Transactions, and Director Independence119Item 14.Principal Accountant Fees and Services119PART IVItem 15.Exhibits and Financial Statement Schedules120Signatures1332Table of ContentsPART IITEM 1. BUSINESSOverviewWynn Resorts, Limited, ("Wynn Resorts", or together with its subsidiaries "we" or the "Company"), led by Chairman and Chief Executive Officer,Stephen A. Wynn, is a leading developer, owner and operator of destination casino resorts (integrated resorts) which integrate accommodations andamenities, including fine dining, premium retail offerings, distinctive entertainment and convention facilities.Wynn Resorts currently owns 72% of Wynn Macau, Limited, which operates an integrated resort in the Macau Special Administrative Region of thePeople’s Republic of China (“Macau”). Wynn Resorts also owns 100% of and operates an integrated resort in Las Vegas, Nevada.We are currently constructing Wynn Palace, an integrated resort in the Cotai area of Macau, which we expect to open in the first half of 2016. InNovember 2014, we were awarded a gaming license in Massachusetts and expect to develop and construct an integrated resort in Everett, Massachusetts.We present the operating results of our two existing integrated resorts in the following two segments: Macau Operations and Las Vegas Operations. Formore information on our segments, see Item 8—“Financial Statements and Supplementary Data”, Note 18 “Segment Information.”Wynn Resorts, a Nevada corporation, was formed in 2002. Wynn Resorts files annual reports on Form 10-K, quarterly reports on Form 10-Q, currentreports on Form 8-K and amendments of such reports with the Securities and Exchange Commission (“SEC”). Any document Wynn Resorts files may beinspected, without charge, at the SEC’s public reference room at 100 F Street, N.E. Washington, D.C. 20549 or at the SEC’s internet site address athttp://www.sec.gov. Information related to the operation of the SEC’s public reference room may be obtained by calling the SEC at 1-800-SEC-0330. Inaddition, through our own internet address at www.wynnresorts.com, Wynn Resorts provides a hyperlink to a third-party SEC filing website which posts thesefilings as soon as reasonably practicable, where they can be reviewed without charge. The information found on our website is not a part of this AnnualReport on Form 10-K or any other report we file or furnish to the SEC.Our ResortsMacau OperationsWynn Macau opened on September 6, 2006. On April 21, 2010, we opened Encore at Wynn Macau, an expansion of Wynn Macau. We refer to theintegrated Wynn Macau and Encore at Wynn Macau resort as “Wynn Macau | Encore” or as our “Macau Operations.” We operate Wynn Macau | Encoreunder a 20-year casino concession agreement granted by the Macau government in June 2002. See "Regulation and Licensing—Macau" for details on thecasino concession agreement. We lease from the Macau government an approximately 16 acre parcel of land in downtown Macau's inner harbor where WynnMacau | Encore is located. See "Item 2—Properties" for details on the land concession agreement.Wynn Macau | Encore features the following as of February 13, 2015:•Approximately 284,000 square feet of casino space offering 24-hour gaming and a full range of games with 498 table games and 625 slotmachines, private gaming salons, sky casinos and a poker pit;•Two luxury hotel towers with a total of 1,008 spacious guest rooms and suites;•Casual and fine dining in eight restaurants;•Approximately 57,000 square feet of high-end, brand-name retail shopping, including stores and boutiques by Bvlgari, Cartier, Chanel,Dior, Dunhill, Ermenegildo Zegna, Ferrari, Giorgio Armani, Graff, Gucci, Hermes, Hugo Boss, Jaegar-LeCoultre, Loro Piana, Louis Vuitton,Miu Miu, Piaget, Prada, Richard Mille, Roger Dubuis, Rolex, Tiffany, Vacheron Constantin, Van Cleef & Arpels, Versace, Vertu, andothers;•Approximately 31,000 square feet of space for lounges and meeting facilities;•Recreation and leisure facilities, including two health clubs, spas, a salon and a pool; and•Rotunda show featuring a Chinese zodiac-inspired ceiling along with gold "prosperity tree" and "dragon of fortune" attractions.3Table of ContentsIn response to our evaluation of our Macau Operations and the reactions of our guests, we have made and expect to continue to make enhancementsand refinements to this resort. In February 2015, we completed the renovation of approximately 27,000 square feet of our casino space at Wynn Macau fornew VIP gaming rooms.Las Vegas OperationsWynn Las Vegas opened on April 28, 2005. On December 22, 2008, we opened Encore at Wynn Las Vegas, an expansion of Wynn Las Vegas. We referto the integrated Wynn Las Vegas and Encore at Wynn Las Vegas resort as “Wynn Las Vegas | Encore” or as our “Las Vegas Operations.” Wynn Las Vegas |Encore is located at the intersection of the Las Vegas Strip and Sands Avenue, and occupies approximately 215 acres of land fronting the Las Vegas Strip. Inaddition, we own approximately 18 acres across Sands Avenue, a portion of which is utilized for employee parking and an office building, and approximately5 acres adjacent to the golf course on which an office building is located.Wynn Las Vegas | Encore features the following as of February 13, 2015:•Approximately 186,000 square feet of casino space, offering 24-hour gaming and a full range of games with 232 table games and 1,849 slotmachines, private gaming salons, a sky casino, a poker room, and a race and sports book;•Two luxury hotel towers with a total of 4,748 spacious guest rooms, suites and villas;•34 food and beverage outlets featuring signature chefs;•Approximately 99,000 square feet of high-end, brand-name retail shopping, including stores and boutiques by Alexander McQueen, Brioni,Cartier, Chanel, Chloé, Chopard, Dior, Givenchy, Graff, Hermes, IWC Schaffhausen, Jaeger-LeCoultre, Loro Piana, Louis Vuitton, ManoloBlahnik, Nicholas Kirkwood, Oscar de la Renta, Piaget, Rolex, Vertu and others;•Approximately 290,000 square feet of meeting and convention space;•Three nightclubs and a beach club;•Specially designed theater presenting “Le Rêve-The Dream,” a water-based theatrical production and a theater presenting "Steve Wynn'sShowstoppers," a Broadway-style entertainment production;•Recreation and leisure facilities, including an 18-hole golf course, swimming pools, private cabanas and two full service spas and salons;•A Ferrari and Maserati automobile dealership; and•Wedding chapels.In response to our evaluation of our Las Vegas Operations and the reactions of our guests, we have and expect to continue to make enhancements andrefinements to this resort.Construction and Development OpportunitiesIn September 2011, Palo Real Estate Company Limited (“Palo”) and Wynn Resorts (Macau), S.A. (“Wynn Macau SA”), each an indirect subsidiary ofWynn Macau, Limited, formally accepted the terms and conditions of a land concession contract from the Macau government for approximately 51 acres ofland in the Cotai area of Macau. On May 2, 2012, the land concession contract was gazetted by the government of Macau evidencing the final step in thegranting of the land concession.The initial term of the Cotai land concession contract is 25 years from May 2, 2012, and it may be renewed with government approval for successiveperiods. The total land premium payable, including interest as required by the land concession contract, is $193.4 million. An initial payment of $62.5million was paid in December 2011, with eight additional semi-annual payments of approximately $16.4 million each (including interest at 5%) which beganin November 2012. As of December 31, 2014, the Company has recorded this obligation with $30.8 million included as a current liability and $16.0 millionincluded as a long-term liability. The Company will also be required to make annual lease payments of $0.8 million during the resort construction period andannual lease payments of approximately $1.1 million once the development is completed.On the land subject to the Cotai land concession, we are currently constructing Wynn Palace, an integrated resort containing a 1,700-room hotel,performance lake, meeting space, casino, spa, retail offerings and food and beverage outlets. The total project budget, including construction costs,capitalized interest, pre-opening expenses, land costs and financing fees,4Table of Contentsis $4.1 billion. As of December 31, 2014, we have invested $1.8 billion in the project. We expect to open Wynn Palace in the first half of 2016.On July 29, 2013, Wynn Macau SA and Palo executed a guaranteed maximum price construction (“GMP”) contract with Leighton Contractors (Asia)Limited, acting as the general contractor. Under the GMP contract, the general contractor is responsible for both the construction and design of the project.The general contractor is obligated to substantially complete the project in the first half of 2016 for a guaranteed maximum price of HK$20 billion(approximately $2.57 billion). An early completion bonus for achievement of substantial completion on or before January 25, 2016, will be paid to thegeneral contractor if certain conditions are satisfied under the GMP contract. While our general contractor has notified us that certain conditions will not besatisfied under the GMP contract by the early completion target, the contractor stated it was still on target to complete the project on time and we continue toexpect to open the property in the first half of 2016. Both the contract time and guaranteed maximum price are subject to further adjustment under certainspecified conditions. The performance of the general contractor is backed by a full completion guarantee given by Leighton Holdings Limited, the parentcompany of the general contractor, as well as a performance bond for 5% of the guaranteed maximum price.On September 17, 2014, the Massachusetts Gaming Commission ("MGC") designated Wynn MA, LLC ("Wynn MA"), an indirect wholly ownedsubsidiary of the Company, the award winner of the Greater Boston (Region A) gaming license. On November 4, 2014, a vote upheld the expanded gaminglaw in Massachusetts. On November 7, 2014, the gaming license awarded to us became effective and we paid the $85.0 million license fee.On January 2, 2015, we purchased 33 acres of land in Everett, Massachusetts, along the Mystic River. On this land, we intend to develop and operate anintegrated resort containing a hotel, restaurants, casino, spa, premium retail offerings, meeting and convention space and a waterfront boardwalk.Our StrategyWe believe that Stephen A. Wynn is the preeminent designer, developer and operator of destination casino resorts and has developed brand namestatus. Mr. Wynn’s involvement with our resorts provides a distinct advantage over other gaming enterprises. We integrate luxurious surroundings,distinctive entertainment and superior amenities, including convention facilities, entertainment, fine dining and premium retail offerings, to create resortsthat appeal to our international customer base.Our resorts are designed, built and operated to provide a premium experience for our guests. Our business is dependent upon repeat visitation from ourguests and we believe superior customer experience and service is the best marketing strategy to attract and retain our customers. Our company heavilyemphasizes human resources and staff training to ensure our employees are prepared to provide the luxury service that our guests expect. We market ourresorts directly to gaming customers using database marketing techniques, as well as traditional incentives, including reduced room rates and complimentarymeals and suites. Our rewards system offers discounted and complimentary meals, lodging and entertainment for our guests. We also create general marketawareness for our resorts through various media channels, including social media, television, radio, newspapers, magazines, the internet, direct mail andbillboards.Mr. Wynn and his team bring significant experience in designing, developing and operating casino resorts. The senior executive team has an average ofover 25 years of experience in the hotel and gaming industries. We also have an approximately 120-person design, development and construction subsidiary,the senior management of which has significant experience in all major construction disciplines.For the seventh consecutive year, Wynn Macau and The Spa at Wynn Macau received the Forbes five-star distinction, while Encore at Wynn Macauand the Spa at Encore at Wynn Macau received the Forbes five-star distinction for the third consecutive year. For the ninth consecutive year, The TowerSuites at Wynn Las Vegas has received the Forbes five-star distinction. The Spa at Wynn Las Vegas earned five-star recognition from Forbes for the seventhyear in a row. The Tower Suites at Encore at Wynn Las Vegas and the Spa at Encore at Wynn Las Vegas are also recipients of the Forbes five-star distinction.In addition, a number of restaurants in our resorts have earned star-distinction from Forbes, with 51 stars in total for the current year.We continually seek out new opportunities for additional gaming or related businesses, in the United States, and worldwide.5Table of ContentsMarket and CompetitionThe casino resort industry is highly competitive. Both our Macau Operations and our Las Vegas Operations compete with other high-quality casinoresorts. Resorts located on or near our properties compete on the basis of overall atmosphere, range of amenities, level of service, price, location,entertainment, themes and size, among other factors. We seek to differentiate our Macau and Las Vegas resorts from other major resorts by concentrating onour fundamental elements of superior design, atmosphere, personal service and luxury.MacauMacau is governed as a special administrative region of China and is located approximately 37 miles southwest of, and approximately one hour awayvia ferry from, Hong Kong. Macau, which has been a casino destination for more than 50 years, consists principally of a peninsula on mainland China, withtwo neighboring islands, Taipa and Coloane, between which the Cotai area is located. In 2002, the government of Macau ended a 40 year monopoly of theconduct of gaming operations by conducting a competitive process resulting in the issuance of concessions to conduct gaming operations to threeconcessionaires (including Wynn Macau), who in turn were permitted, subject to the approval of the government of Macau, to each grant one subconcession,resulting in a total of six gaming concessionaires. In addition to Wynn Macau, each of Sociedade de Jogos de Macau (“SJM”) and Galaxy EntertainmentGroup Limited are primary concessionaires and Sands China Ltd., Melco Crown and MGM China Holdings Limited operate under subconcessions. There isno limit to the number of casinos each concessionaire is permitted to operate, but each facility is subject to government approval. Currently, there are 35operating casinos in Macau.We believe that Macau is located in one of the world’s largest concentrations of potential gaming customers. According to Macau StatisticalInformation, casinos in Macau, the largest gaming market in the world, generated approximately $44.1 billion in gaming revenue in 2014, a 2.6% declinefrom the approximately $45.2 billion generated in 2013. The Macau market has experienced a significant increase in annual gaming revenue from the $2.9billion generated in 2002, with the 2014 year-over-year decline in annual gaming revenue being the first over this period.Macau’s gaming market is primarily dependent on tourists. Tourist arrivals in 2014 were 31.5 million, compared to 29.3 million in 2013. The Macaumarket has also experienced tremendous growth in capacity in the last several years. As of December 31, 2014, there were 27,904 hotel rooms, 5,711 tablegames and 13,018 slot machines in Macau, compared to 12,978 hotel rooms, 2,762 table games and 6,546 slot machines as of December 31, 2006.Gaming customers traveling to Macau have typically come from nearby destinations in Asia including Hong Kong, mainland China, Taiwan, SouthKorea and Malaysia. According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, approximately 90% of the tourists who visitedMacau in 2014 came from Hong Kong, mainland China and Taiwan. Travel to Macau by citizens of mainland China requires a visa. Chinese governmentofficials have, on occasion, exercised their authority to adjust the visa policy and may do so in the future.Wynn Macau faces competition from casinos located throughout the world, including Singapore, Australia, Philippines, Las Vegas and cruise ships inAsia that offer gaming.Las VegasLas Vegas is the largest gaming market in the United States. During 2014, the economic environment in the gaming and hotel markets in Las Vegascontinued to improve with increased visitation and hotel room demand. During 2014, the average daily room rate increased 5.2% and visitation increased3.7% to 41.1 million visitors compared to 2013. Las Vegas Strip gaming revenues decreased by 2.1% from $6.5 billion for the year ended December 31, 2013to $6.4 billion for the year ended December 31, 2014. During 2013, the average daily room rate increased 2.4%, visitation remained relatively flat at39.7 million visitors, and Las Vegas Strip gaming revenues increased 4.8%, all as compared to the year ended December 31, 2012. Las Vegas Strip resortsexperienced 2014 year-over-year increases of 2.2% and 7.8% in occupancy and revenue per available room, respectively.Our Las Vegas Operations are located on the Las Vegas Strip and compete with other high-quality resorts and hotel casinos in Las Vegas. Our Las VegasOperations also compete, to some extent, with other casino resorts throughout the United States, and elsewhere in the world. The legalization of casinogaming in or near metropolitan areas from which we attract customers could have a negative effect on our business. New or renovated casinos in Asia,including Singapore, the Philippines, South Korea and Macau, could draw gaming customers away from Las Vegas.6Table of ContentsGeographic DataGeographic data are reported in Item 8—“Financial Statements and Supplementary Data”, Note 18 “Segment Information.” Additional financial dataabout our geographic operations is provided in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”Regulation and LicensingMacauGeneral. As a casino concessionaire, Wynn Macau, an indirect 72% owned subsidiary of the Company, is subject to the regulatory control of theGovernment of Macau. The government has adopted Laws and Administrative Regulations governing the operation of casinos in Macau. Onlyconcessionaires or subconcessionaires are permitted to operate casinos. Subconcessions may be awarded subject to the approval of the Macau governmentand each concessionaire has issued one subconcession. Each concessionaire was required to enter into a concession agreement with the Macau governmentwhich, together with the Law and Administrative Regulations, form the framework for the regulation of the activities of the concessionaire.Under the Law and Administrative Regulations, concessionaires are subject to suitability requirements relating to background, associations andreputation, as are stockholders of 5% or more of a concessionaire’s equity securities, officers, directors and key employees. The same requirements apply toany entity engaged by a concessionaire to manage casino operations. Concessionaires are required to satisfy minimum capitalization requirements,demonstrate and maintain adequate financial capacity to operate the concession and submit to continuous monitoring of their casino operations by theMacau government. Concessionaires also are subject to periodic financial reporting requirements and reporting obligations with respect to, among otherthings, certain contracts, financing activities and transactions with directors, financiers and key employees. Transfers or the encumbering of interests inconcessionaires must be reported to the Macau government and are ineffective without government approval.Each concessionaire is required to engage an executive director who must be a permanent resident of Macau and the holder of at least 10% of thecapital stock of the concessionaire. The appointment of the executive director and of any successor is ineffective without the approval of the Macaugovernment. All contracts placing the management of a concessionaire’s casino operations with a third party also are ineffective without the approval of theMacau government.Concessionaires are subject to a special gaming tax of 35% of gross gaming revenue, and must also make an annual contribution of up to 4% of grossgaming revenue for the promotion of public interests, social security, infrastructure and tourism. Concessionaires are obligated to withhold applicable taxes,according to the rate in effect as set by the government, from any commissions paid to games promoters. The withholding rate may be adjusted from time totime.A games promoter, also known as a junket representative, is a person who, for the purpose of promoting casino gaming activity, arranges customertransportation and accommodations, and provides credit in their sole discretion, food and beverage services and entertainment in exchange for commissionsor other compensation from a concessionaire. Macau law provides that games promoters must be licensed by the Macau government in order to do businesswith and receive compensation from concessionaires. For a license to be obtained, direct and indirect owners of 5% or more of a games promoter (regardlessof its corporate form or sole proprietor status), its directors and its key employees must be found suitable. Applicants are required to pay the cost of licenseinvestigations, and are required to maintain suitability standards during the period of licensure. The term of a games promoters’ license is one calendar year,and licenses can be renewed for additional periods upon the submission of renewal applications. Natural person junket representative licensees are subject toa suitability verification process every three years and business entity licensees are subject to the same requirement every six years. The Gaming Inspectionand Coordination Bureau (“DICJ”) implemented certain instructions in 2009,which have the force of law, relating to commissions paid to, and by, gamespromoters. Such instructions also impose certain financial reporting and audit requirements on games promoters.Under Macau law, licensed games promoters must identify outside contractors who assist them in their promotion activities. These contractors aresubject to approval of the Macau government. Changes in the management structure of business entity games promoters licensees must be reported to theMacau government and any transfer or the encumbering of interests in such licensees is ineffective without prior government approval. To conduct gamingpromotion activities licensees must be registered with one or more concessionaires and must have written contracts with such concessionaires, copies ofwhich must be submitted to the Macau government.7Table of ContentsMacau law further provides that concessionaires are jointly responsible with their games promoters for the activities of such representatives and theirdirectors and contractors in the concessionaires’ casinos, and for their compliance with applicable laws and regulations. Concessionaires must submit annuallists of their games promoters, and must update such lists on a quarterly basis. The Macau government may designate a maximum number of games promotersand specify the number of games promoters a concessionaire is permitted to engage. Concessionaires are subject to periodic reporting requirements withrespect to commissions paid to their games promoters representatives and are required to oversee their activities and report instances of unlawful activity.The government of Macau may assume temporary custody and control over the operation of a concession in certain circumstances. During any suchperiod, the costs of operations must be borne by the concessionaire. The government of Macau also may redeem a concession starting at an established dateafter the entering into effect of a concession. The government of Macau may also terminate a concession for cause, including, without limitation, failure ofthe concessionaire to fulfill its obligations under law or the concession contract.Concession Agreement. The concession agreement between Wynn Macau SA and the Macau government required Wynn Macau SA to construct andoperate one or more casino gaming properties in Macau, including, at a minimum, one full-service casino resort by the end of December 2006, and to investnot less than a total of 4 billion Macau patacas (approximately $500 million) in Macau-related projects by June 2009. These obligations were satisfied uponthe opening of Wynn Macau in 2006.Wynn Macau SA was also obligated to obtain, and did obtain, a 700 million Macau pataca (approximately $87 million) bank guarantee from BancoNational Ultramarino, S.A. (“BNU”) that was effective until March 31, 2007. The amount of this guarantee was reduced to 300 million Macau patacas(approximately $37 million) for the period from April 1, 2007 until 180 days after the end of the term of the concession agreement. This guarantee, which isfor the benefit of the Macau government, assures Wynn Macau SA’s performance under the casino concession agreement, including the payment ofpremiums, fines and indemnity for any material failure to perform the concession agreement. Wynn Macau SA is obligated, upon demand by BNU, topromptly repay any claim made on the guarantee by the Macau government. BNU is currently paid an annual fee by Wynn Macau SA for the guarantee ofapproximately 2.3 million patacas (approximately $0.3 million).The government of Macau may redeem the concession beginning on June 24, 2017, and in such event Wynn Macau SA will be entitled to faircompensation or indemnity. The amount of such compensation or indemnity will be determined based on the amount of revenue generated during the taxyear prior to the redemption multiplied for the remaining years under the concession.The government of Macau may unilaterally rescind the concession if Wynn Macau SA fails to fulfill its fundamental obligations under the concessionagreement. The concession agreement expressly provides that the government of Macau may unilaterally rescind the concession agreement if Wynn MacauSA:•conducts unauthorized games or activities that are excluded from its corporate purpose;•abandons or suspends gaming operations in Macau for more than seven consecutive days (or more than 14 days in a civil year)without justification;•defaults in payment of taxes, premiums, contributions or other required amounts;•does not comply with government inspections or supervision;•systematically fails to observe its obligations under the concession system;•fails to maintain bank guarantees or bonds satisfactory to the government;•is the subject of bankruptcy proceedings or becomes insolvent;•engages in serious fraudulent activity, damaging to the public interest; or,•repeatedly and seriously violates applicable gaming laws.If the government of Macau unilaterally rescinds the concession agreement for one of the reasons stated above, Wynn Macau SA will be required tocompensate the government in accordance with applicable law, and the areas defined as casino under Macau law and all of the gaming equipment pertainingto the gaming operations of Wynn Macau SA will be transferred to the government without compensation. In addition, the government of Macau may, in thepublic interest, unilaterally terminate the concession at any time, in which case Wynn Macau SA would be entitled to reasonable compensation.8Table of ContentsNevadaIntroduction. The ownership and operation of casino gaming facilities in the State of Nevada are subject to the Nevada Gaming Control Act and theregulations made under the Act, as well as to various local ordinances. Our Las Vegas Operations are subject to the licensing and regulatory control of theNevada Gaming Commission, the Nevada State Gaming Control Board and the Clark County Liquor and Gaming Licensing Board, which we refer to hereincollectively as the “Nevada Gaming Authorities.”Policy Concerns of Gaming Laws. The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations ofpublic policy. Such public policy concerns include, among other things:•preventing unsavory or unsuitable persons from being directly or indirectly involved with gaming at any time or in any capacity;•establishing and maintaining responsible accounting practices and procedures;•maintaining effective controls over the financial practices of licensees, including establishing minimum procedures for internalfiscal affairs and safeguarding assets and revenue, providing reliable recordkeeping and requiring the filing of periodic reportswith the Nevada Gaming Authorities;•preventing cheating and fraudulent practices; and•providing a source of state and local revenue through taxation and licensing fees.Changes in applicable laws, regulations and procedures could have significant negative effects on our Las Vegas gaming operations and our financialcondition and results of operations.Owner and Operator Licensing Requirements. Our subsidiary, Wynn Las Vegas, LLC, the owner and operator of our Las Vegas Operations, has beenapproved by the Nevada Gaming Authorities as a limited liability company licensee, referred to as a company licensee, which includes approval to conductcasino gaming operations, including a race book and sports pool and pari-mutuel wagering. These gaming licenses are not transferable.Company Registration Requirements. Wynn Resorts was found suitable by the Nevada Gaming Commission to own the equity interests of WynnResorts Holdings, LLC (“Wynn Resorts Holdings”), a wholly owned subsidiary of Wynn Resorts, and to be registered by the Nevada Gaming Commission asa publicly traded corporation, referred to as a registered company, for the purposes of the Nevada Gaming Control Act. Wynn Resorts Holdings was foundsuitable by the Nevada Gaming Commission to own the equity interests of Wynn Las Vegas, LLC and to be registered by the Nevada Gaming Commission asan intermediary company. In addition to being licensed, Wynn Las Vegas, LLC, as an issuer of debt securities registered with the SEC, also qualified as aregistered company. Wynn Las Vegas Capital Corp., a co-issuer of the debt securities, was not required to be registered or licensed, but may be required to befound suitable as a lender or financing source.Periodically, we are required to submit detailed financial and operating reports to the Nevada Gaming Commission and provide any other informationthat the Nevada Gaming Commission may require. Substantially all of our material loans, leases, sales of securities and similar financing transactions must bereported to, and/or approved by, the Nevada Gaming Commission.Individual Licensing Requirements. No person may become a more than 5% stockholder or member of, or receive any percentage of the profits of, anintermediary company or company licensee without first obtaining licenses and approvals from the Nevada Gaming Authorities. The Nevada GamingAuthorities may investigate any individual who has a material relationship to or material involvement with us to determine whether the individual is suitableor should be licensed as a business associate of a gaming licensee. Certain of our officers, directors and key employees have been or may be required to fileapplications with the Nevada Gaming Authorities and are or may be required to be licensed or found suitable by the Nevada Gaming Authorities. Allapplications required as of the date of this report have been filed. However, the Nevada Gaming Authorities may require additional applications and may alsodeny an application for licensing for any reason which they deem appropriate. A finding of suitability is comparable to licensing, and both requiresubmission of detailed personal and financial information followed by a thorough investigation. An applicant for licensing or an applicant for a finding ofsuitability must pay or must cause to be paid all the costs of the investigation. Changes in licensed positions must be reported to the Nevada GamingAuthorities and, in addition to their authority to deny an application for a finding of suitability or licensing, the Nevada Gaming Authorities have thejurisdiction to disapprove a change in a corporate position.If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having arelationship with us, we would have to sever all relationships with that person. In addition, the Nevada9Table of ContentsGaming Commission may require us to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability orquestions pertaining to licensing are not subject to judicial review in Nevada.Redemption of Securities Owned By an Unsuitable Person. The Company’s articles of incorporation provide that, to the extent required by the gamingauthority making the determination of unsuitability or to the extent the Board of Directors determines, in its sole discretion, that a person is likely tojeopardize the Company’s or any affiliate’s application for, receipt of, approval for, right to the use of, or entitlement to, any gaming license, shares of WynnResorts’ capital stock that are owned or controlled by an unsuitable person or its affiliates are subject to redemption by Wynn Resorts. The redemption pricewill be the amount, if any, required by the gaming authority or, if the gaming authority does not determine the price, the sum deemed by the Board ofDirectors to be the fair value of the securities to be redeemed. If Wynn Resorts determines the redemption price, the redemption price will be capped at theclosing price of the shares on the principal national securities exchange on which the shares are listed on the trading day before the redemption notice isgiven. If the shares are not listed on a national securities exchange, the redemption price will be capped at the closing sale price of the shares as quoted onThe NASDAQ Global Select Market or if the closing price is not reported, the mean between the bid and ask prices, as quoted by any other generallyrecognized reporting system. Wynn Resorts’ right of redemption is not exclusive of any other rights that it may have or later acquire under any agreement, itsbylaws or otherwise. The redemption price may be paid in cash, by promissory note, or both, as required, and pursuant to the terms established by, theapplicable Gaming Authority and, if not, as the Board of Directors of Wynn Resorts elects, and as set forth in the Company’s articles of incorporation.On February 18, 2012, Wynn Resorts’ Gaming Compliance Committee concluded an investigation after receiving an independent report by Freeh,Sporkin & Sullivan, LLP (the “Freeh Report”) detailing a pattern of misconduct by Aruze USA, Inc. ("Aruze") (at the time a stockholder of Wynn Resorts),Universal Entertainment Corporation, Aruze’s parent company, and Kazuo Okada, (the majority shareholder of Universal Entertainment Corporation and aformer member of the Board of Directors of Wynn Resorts and Wynn Macau, Limited) (collectively, the “Okada Parties”).Based on the Freeh Report, the Board of Directors of Wynn Resorts determined that the Okada Parties are “unsuitable persons” under Article VII of theCompany’s articles of incorporation. The Board of Directors was unanimous (other than Mr. Okada) in its determination. After authorizing the redemption ofthe Aruze shares, as discussed below, the Board of Directors took certain actions to protect the Company and its operations from any influence of anunsuitable person, including placing limitations on the provision of certain operating information to unsuitable persons and formation of an ExecutiveCommittee of the Board to manage the business and affairs of the Company during the period between each annual meeting. The Charter of the ExecutiveCommittee provides that “Unsuitable Persons” are not permitted to serve on the Committee. All members of the Board, other than Mr. Okada, were appointedto the Executive Committee on February 18, 2012. The Board of Directors also requested that Mr. Okada resign as a director of Wynn Resorts (under Nevadacorporation law, a board of directors does not have the power to remove a director) and recommended that Mr. Okada be removed as a member of the Board ofDirectors of Wynn Macau, Limited. On February 18, 2012, Mr. Okada was removed from the Board of Directors of Wynn Las Vegas Capital Corp., an indirectwholly owned subsidiary of Wynn Resorts. On February 24, 2012, Mr. Okada was removed from the Board of Directors of Wynn Macau, Limited and onFebruary 22, 2013, he was removed from the Board of Directors of Wynn Resorts by a stockholder vote in which 99.6% of the over 86 million shares votedwere cast in favor of removal. Mr. Okada resigned from the Board of Directors of Wynn Resorts on February 21, 2013. Although the Company has retainedthe structure of the Executive Committee, the Board has resumed its past role in managing the business and affairs of the Company.Based on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, Wynn Resorts redeemed and canceled Aruze’s 24,549,222 shares ofWynn Resorts’ common stock. Following a finding of "unsuitability," Article VII of Wynn Resorts' articles of incorporation authorizes redemption at "fairvalue" of the shares held by the unsuitable persons. The Company engaged an independent financial advisor to assist in the fair value calculation andconcluded that a discount to the then current trading price was appropriate because of, among other things, restrictions on most of the shares held by Aruzeunder the terms of the Stockholders Agreement (as defined below). Pursuant to its articles of incorporation, Wynn Resorts issued the Redemption PricePromissory Note (the “Redemption Note”) to Aruze in redemption of the shares. The Redemption Note has a principal amount of $1.94 billion, matures onFebruary 18, 2022 and bears interest at the rate of 2% per annum, payable annually in arrears on each anniversary of the date of the Redemption Note. TheCompany may, in its sole and absolute discretion, at any time and from time to time, and without penalty or premium, prepay the whole or any portion of theprincipal or interest due under the Redemption Note. In no instance shall any payment obligation under the Redemption Note be accelerated except in thesole and absolute discretion of Wynn Resorts or as specifically mandated by law. The indebtedness evidenced by the Redemption Note is and shall besubordinated in right of payment, to the extent and in the manner provided in the Redemption Note, to the prior payment in full of all existing and futureobligations of Wynn Resorts or any of its affiliates in respect of indebtedness for borrowed money of any kind or nature.10Table of ContentsThe Okada Parties have challenged the redemption of Aruze’s shares and the Company is currently involved in litigation with those parties as well asrelated shareholder derivative litigation. See Item 1A—“Risk Factors”, Item 3—“Legal Proceedings” and Item 8—“Financial Statements and SupplementaryData”, Note 17 “Commitments and Contingencies”. The outcome of these various proceedings cannot be predicted. The Company’s claims and the OkadaParties’ counterclaims are in a preliminary stage and management has determined that based on proceedings to date, it is currently unable to determine theprobability of the outcome of this matter or the range of reasonably possible loss, if any. An adverse judgment or settlement involving payment of a materialamount could cause a material adverse effect on our financial condition.Consequences of Violating Gaming Laws. If the Nevada Gaming Commission determines that we have violated the Nevada Gaming Control Act or anyof its regulations, it could limit, condition, suspend or revoke our registrations and gaming license. In addition, we and the persons involved could be subjectto substantial fines for each separate violation of the Nevada Gaming Control Act, or of the regulations of the Nevada Gaming Commission, at the discretionof the Nevada Gaming Commission. Further, the Nevada Gaming Commission could appoint a supervisor to operate our Las Vegas Operations and, underspecified circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of the premises) could be forfeited tothe State of Nevada. Limitation, conditioning or suspension of any of our gaming licenses and the appointment of a supervisor could, and revocation of anygaming license would, have a significant negative effect on our gaming operations.Requirements for Voting or Nonvoting Securities Holders. Regardless of the number of shares held, any beneficial owner of Wynn Resorts’ voting ornonvoting securities may be required to file an application, be investigated and have that person’s suitability as a beneficial owner of voting securitiesdetermined if the Nevada Gaming Commission has reason to believe that the ownership would be inconsistent with the declared policies of the State ofNevada. If the beneficial owner of the voting or nonvoting securities of Wynn Resorts who must be found suitable is a corporation, partnership, limitedpartnership, limited liability company or trust, it must submit detailed business and financial information including a list of its beneficial owners. Theapplicant must pay all costs of the investigation incurred by the Nevada Gaming Authorities in conducting any investigation.The Nevada Gaming Control Act requires any person who acquires more than 5% of the voting securities of a registered company to report theacquisition to the Nevada Gaming Commission. The Nevada Gaming Control Act requires beneficial owners of more than 10% of a registered company’svoting securities to apply to the Nevada Gaming Commission for a finding of suitability within 30 days after the Chairman of the Nevada State GamingControl Board mails the written notice requiring such filing. However, an “institutional investor,” as defined in the Nevada Gaming Control Act, whichbeneficially owns more than 10% but not more than 11% of a registered company’s voting securities as a result of a stock repurchase by the registeredcompany may not be required to file such an application. Further, an institutional investor which acquires more than 10%, but not more than 25%, of aregistered company’s voting securities may apply to the Nevada Gaming Commission for a waiver of a finding of suitability if the institutional investor holdsthe voting securities for investment purposes only. An institutional investor that has obtained a waiver may hold more than 25% but not more than 29% of aregistered company’s voting securities and maintain its waiver where the additional ownership results from a stock repurchase by the registered company. Aninstitutional investor will not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in theordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members ofthe Board of Directors of the registered company, a change in the corporate charter, bylaws, management, policies or operations of the registered company, orany of its gaming affiliates, or any other action which the Nevada Gaming Commission finds to be inconsistent with holding the registered company’s votingsecurities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes onlyinclude:•voting on all matters voted on by stockholders or interest holders;•making financial and other inquiries of management of the type normally made by securities analysts for informational purposesand not to cause a change in management, policies or operations; and,•other activities that the Nevada Gaming Commission may determine to be consistent with such investment intent.The articles of incorporation of Wynn Resorts include provisions intended to assist its implementation of the above restrictions.Wynn Resorts is required to maintain a current stock ledger in Nevada which may be examined by the Nevada Gaming Authorities at any time. If anysecurities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the NevadaGaming Authorities. A failure to make the disclosure may be11Table of Contentsgrounds for finding the record holder unsuitable. We are required to provide maximum assistance in determining the identity of the beneficial owner of anyof Wynn Resorts’ voting securities. The Nevada Gaming Commission has the power to require the stock certificates of any registered company to bear alegend indicating that the securities are subject to the Nevada Gaming Control Act. The certificates representing shares of Wynn Resorts’ common stock notethat the shares are subject to a right of redemption and other restrictions set forth in Wynn Resorts’ articles of incorporation and bylaws and that the sharesare, or may become, subject to restrictions imposed by applicable gaming laws.Consequences of Being Found Unsuitable. Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after beingordered to do so by the Nevada Gaming Commission or by the Chairman of the Nevada State Gaming Control Board, or who refuses or fails to pay theinvestigative costs incurred by the Nevada Gaming Authorities in connection with the investigation of its application, may be found unsuitable. The samerestrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable and who holds,directly or indirectly, any beneficial ownership of any voting security or debt security of a registered company beyond the period of time as may beprescribed by the Nevada Gaming Commission may be guilty of a criminal offense. We will be subject to disciplinary action if, after we receive notice that aperson is unsuitable to hold an equity interest or to have any other relationship with us, we:•pay that person any dividend or interest upon any voting securities;•allow that person to exercise, directly or indirectly, any voting right held by that person relating to Wynn Resorts;•pay remuneration in any form to that person for services rendered or otherwise; or,•fail to pursue all lawful efforts to require the unsuitable person to relinquish such person’s voting securities including, if necessary,the immediate purchase of the voting securities for cash at fair market value.Gaming Laws Relating to Debt Securities Ownership. The Nevada Gaming Commission may, in its discretion, require the owner of any debt or similarsecurities of a registered company, to file applications, be investigated and be found suitable to own the debt or other security of the registered company ifthe Nevada Gaming Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada.If the Nevada Gaming Commission decides that a person is unsuitable to own the security, then under the Nevada Gaming Control Act, the registeredcompany can be sanctioned, including the loss of its approvals if, without the prior approval of the Nevada Gaming Commission, it:•pays to the unsuitable person any dividend, interest or any distribution whatsoever;•recognizes any voting right by the unsuitable person in connection with the securities;•pays the unsuitable person remuneration in any form; or,•makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similartransaction.Approval of Public Offerings. Wynn Resorts and Wynn Las Vegas, LLC may not make a public offering (debt or equity) without the prior approval ofthe Nevada Gaming Commission if the proceeds from the offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or toretire or extend obligations incurred for those purposes or for similar transactions. On March 21, 2013, the Nevada Gaming Commission granted us and WynnLas Vegas, LLC prior approval, subject to certain conditions, to make public offerings for a period of three years (the “Shelf Approval”). The Shelf Approvalalso applies to any affiliated company wholly owned by us which is a publicly traded corporation or would thereby become a publicly traded corporationpursuant to a public offering. The Shelf Approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order bythe Chairman of the Nevada State Gaming Control Board. The Shelf Approval does not constitute a finding, recommendation or approval by any of theNevada Gaming Authorities as to the accuracy or adequacy of the offering memorandum or the investment merits of the securities. Any representation to thecontrary is unlawful.Approval of Changes in Control. A registered company must obtain the prior approval of the Nevada Gaming Commission with respect to a change incontrol through merger; consolidation; stock or asset acquisitions; management or consulting agreements; or any act or conduct by a person by which theperson obtains control of the registered company.Entities seeking to acquire control of a registered company must satisfy the Nevada State Gaming Control Board and Nevada Gaming Commission withrespect to a variety of stringent standards before assuming control of the registered company. The Nevada Gaming Commission may also require controllingstockholders, officers, directors and other persons12Table of Contentshaving a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval processrelating to the transaction.Approval of Defensive Tactics. The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of votingsecurities and corporate defense tactics affecting Nevada corporate gaming licensees or affecting registered companies that are affiliated with the operationsof Nevada gaming licensees may be harmful to stable and productive corporate gaming. The Nevada Gaming Commission has established a regulatoryscheme to reduce the potential adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy in order to:•assure the financial stability of corporate gaming licensees and their affiliated companies;•preserve the beneficial aspects of conducting business in the corporate form; and,•promote a neutral environment for the orderly governance of corporate affairs.Approvals may be required from the Nevada Gaming Commission before a registered company can make exceptional repurchases of voting securitiesabove its current market price and before a corporate acquisition opposed by management can be consummated. The Nevada Gaming Control Act alsorequires prior approval of a plan of recapitalization proposed by a registered company’s Board of Directors in response to a tender offer made directly to itsstockholders for the purpose of acquiring control.Fees and Taxes. License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State ofNevada and to the counties and cities in which the licensed subsidiaries’ respective operations are conducted. Depending upon the particular fee or taxinvolved, these fees and taxes are payable monthly, quarterly or annually and are based upon:•a percentage of the gross revenue received;•the number of gaming devices operated; or,•the number of table games operated.A live entertainment tax also is imposed on admission charges and sales of food, beverages and merchandise where live entertainment is furnished.Foreign Gaming Investigations. Any person who is licensed, required to be licensed, registered, required to be registered in Nevada, or is undercommon control with such persons (collectively, “licensees”), and who proposes to become involved in a gaming venture outside of Nevada, is required todeposit with the Nevada State Gaming Control Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses ofinvestigation of the Nevada State Gaming Control Board of the licensee’s or registrant’s participation in such foreign gaming. The revolving fund is subjectto increase or decrease at the discretion of the Nevada Gaming Commission. Licensees and registrants are required to comply with the foreign gamingreporting requirements imposed by the Nevada Gaming Control Act. A licensee or registrant is also subject to disciplinary action by the Nevada GamingCommission if it:•knowingly violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation;•fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevadagaming operations;•engages in any activity or enters into any association that is unsuitable because it poses an unreasonable threat to the control ofgaming in Nevada, reflects or tends to reflect, discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contraryto the gaming policies of Nevada;•engages in activities or enters into associations that are harmful to the State of Nevada or its ability to collect gaming taxes andfees; or,•employs, contracts with or associates with a person in the foreign operation who has been denied a license or finding of suitabilityin Nevada on the ground of unsuitability.Licenses for Conduct of Gaming and Sale of Alcoholic Beverages. The conduct of gaming activities and the service and sale of alcoholic beverages atWynn Las Vegas are subject to licensing, control and regulation by the Clark County Liquor and Gaming Licensing Board, which has granted Wynn LasVegas, LLC licenses for such purposes. In addition to approving Wynn Las Vegas, LLC, the Clark County Liquor and Gaming Licensing Board has theauthority to approve all persons owning or controlling the stock of any corporation controlling a gaming license. Clark County gaming and liquor licensesare not transferable. The County has full power to limit, condition, suspend or revoke any license. Any disciplinary action could, and revocation would, havea substantial negative impact upon our operations.13Table of ContentsMassachusettsIntroduction. On November 22, 2011, Massachusetts Governor Deval Patrick signed Chapter 194 of the Acts of 2011 "An Act Establishing ExpandedGaming in the Commonwealth,” legislation (the “Gaming Act”) designed to provide significant benefits to the Commonwealth of Massachusetts byadvancing job creation and economic development. The Gaming Act allows for up to three destination resort casinos located in three geographically diverseregions across the Commonwealth and a single slots facility, not pegged in any particular region. The licensing fee for each resort casino is $85 million andrequires a capital investment, to include a hotel facility, of at least $500 million. The Commonwealth will receive 25% of gross gaming revenues.The Gaming Act also called for the creation of a five member independent body, the MGC, to oversee the implementation and licensing process. TheMGC is in the process of promulgating detailed regulations to govern the operations of the resort casinos and the slot parlor facility. These regulations andany changes in applicable laws, regulations and procedures could have significant negative effects on our future Massachusetts gaming operations andresults of operations.Owner and Operator Licensing Requirements. Our indirect wholly owned subsidiary, Wynn MA, LLC, the future owner and operator of the Wynnresort in Massachusetts, was the “applicant” under the MGC’s Phase 1 regulations and was determined to be suitable for the purpose of holding a Category 1Gaming License. On September 17, 2014, the MGC designated Wynn MA, LLC the award winner of the Greater Boston (Region A) gaming license. OnNovember 7, 2014, the gaming license awarded to us became effective.Company Registration Requirements. In addition, pursuant to the Phase 1 regulations, the following entities and person are deemed to be “qualifiers”subject to investigation: all members, transferees of a member’s interest, directors and managers of the licensee and, in the judgment of the MGC, each lender,each holder of indebtedness, each underwriter, each close associate, each executive and each agent. As a result, Wynn Resorts, its key employees and itsdirectors were therefore subject to a suitability investigation. Wynn Resorts and all individual qualifiers were found suitable by the MGC. As our progress inMassachusetts continues, additional entities and key employees may be required to file applications with the MGC and are or may be required to be licensedor found suitable by the MGC. Following Wynn America, LLC ("Wynn America"), an indirect wholly owned subsidiary of Wynn Resorts, Limited, enteringinto a senior secured credit facility in November 2014, the MGC has requested additional applications, which are pending. A finding of suitability iscomparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. An applicant forlicensing or an applicant for a finding of suitability must pay or must cause to be paid all the costs of the investigation. Changes in licensed positions mustbe reported to the MGC.If the MGC were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us, we wouldhave to sever all relationships with that person. In addition, the MGC may require us to terminate the employment of any person who refuses to fileappropriate applications. Determinations of suitability or questions pertaining to licensing are not subject to judicial review.Consequences of Violating Gaming Laws. If the MGC determines that we have violated the Gaming Act or any of its regulations, it could limit,condition, suspend or revoke our registrations and gaming license. In addition, the MGC set forth certain conditions in our gaming license. Any violation ofthe Gaming Act, its regulations or any of our license conditions resulting in a limitation, conditioning or suspension of our gaming license would have asignificant negative effect on our Massachusetts gaming operations.Licenses for Conduct of Gaming and Sale of Alcoholic Beverages. Pursuant to the Gaming Act, the MGC may grant a gaming beverage license for thesale and distribution of alcoholic beverages for a gaming establishment. The division of gaming liquor enforcement of the Alcoholic Beverage ControlCommission will have the authority to enforce, regulate and control the distribution of alcoholic beverages in a gaming establishment. The MGC mayrevoke, suspend, refuse to renew or refuse to transfer a gaming beverage license for violations of the Gaming Act that pertain to the sale and distribution ofalcohol consumed on the premises and the regulations adopted by the MGC. The MGC is in the process of adopting regulations for the issuance of gamingbeverage licenses. These regulations and any changes in applicable laws, regulations and procedures could have significant negative effects on our futureMassachusetts gaming operations and results of operations.14Table of ContentsOther RegulationsIn addition to gaming regulations, we are subject to extensive local, state, federal and foreign laws and regulations in the jurisdictions in which weoperate. These include, but are not limited to, laws and regulations relating to alcoholic beverages, environmental matters, employment and immigration,currency and other transactions, taxation, zoning and building codes, marketing and advertising, lending, debt collection, privacy, telemarketing, moneylaundering, laws and regulations administered by the Office of Foreign Assets Control, and anti-bribery laws, including the Foreign Corrupt Practices Act.Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Any material changes,new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our business and operatingresults.SeasonalityWe may experience fluctuations in revenues and cash flows from month to month, however, we do not believe that our business is materially impactedby seasonality.EmployeesAs of December 31, 2014, we had approximately 16,800 full-time equivalent employees (including approximately 7,200 in Macau and 9,600 in LasVegas).We entered into a ten year collective bargaining agreement with the Culinary and Bartenders Union local covering approximately 5,612 employees atour Las Vegas Operations that will expire in July 2015. We also entered into a ten year collective bargaining agreement with the Transportation WorkersUnion in November 2010, which covers 425 table games dealers at our Las Vegas Operations. Certain other unions may seek to organize the workers of ourLas Vegas Operations.Intellectual PropertyAmong our most important marks are our trademarks and service marks that use the name “WYNN.” Wynn Resorts has registered with the U.S. Patentand Trademark Office (“PTO”) a variety of the WYNN-related trademarks and service marks in connection with a variety of goods and services.We have also filed applications with various foreign patent and trademark registries, including in Macau, China, Singapore, Hong Kong, Taiwan,Japan, certain European countries and various other jurisdictions throughout the world, to register a variety of WYNN-related trademarks and service marks inconnection with a variety of goods and services.We recognize that our intellectual property assets, including the word and logo version of “WYNN,” are among our most valuable assets. As a result,and in connection with expansion of our resorts and gaming activities outside the United States, we have undertaken a program to register our trademarks andother intellectual property rights in relevant jurisdictions. We have retained counsel and intend to take all steps necessary to protect our intellectual propertyrights against unauthorized use throughout the world.On August 6, 2004, we entered into agreements with Mr. Wynn that confirm and clarify our rights to use the “Wynn” surname and Mr. Wynn’s personain connection with our casino resorts. Under a Surname Rights Agreement, Mr. Wynn has acknowledged our exclusive, fully paid-up, perpetual, worldwideright to use, and to own and register trademarks and service marks incorporating, the “Wynn” surname for casino resorts and related businesses, together withthe right to sublicense the name and marks to our affiliates. Under a Rights of Publicity License, Mr. Wynn has granted us the exclusive, royalty-free,worldwide right to use his full name, persona and related rights of publicity for casino resorts and related businesses, together with the ability to sublicensethe persona and publicity rights to our affiliates, until October 24, 2017.We have also registered various domain names with various domain registrars around the world. Our domain registrations extend to various foreigncountries such as “.com.cn” and “.com.hk.” We pursue domain related infringement on a case by case basis depending on the infringing domain in question.The information found on these websites is not a part of this Annual Report on Form 10-K or any other report we file or furnish to the SEC.For more information regarding the Company's intellectual property matters see Item 1A—"Risk Factors".15Table of ContentsForward-Looking StatementsWe make forward-looking statements in this Annual Report on Form 10-K based upon the beliefs and assumptions of our management and oninformation currently available to us. Forward-looking statements include, but are not limited to, information about our business strategy, developmentactivities, competition and possible or assumed future results of operations, throughout this report and are often preceded by, followed by or include thewords “may,” “will,” “should,” “would,” “could,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “continue” or the negative of these terms orsimilar expressions.Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we expressin these forward-looking statements, including the risks and uncertainties in Item 1A—“Risk Factors” and other factors we describe from time to time in ourperiodic filings with the SEC, such as:•our dependence on Stephen A. Wynn;•restrictions or conditions on visitation by citizens of mainland China to Macau;•general global political and economic conditions, which may impact levels of travel, leisure and consumer spending;•potential violations of law by Mr. Kazuo Okada, a former shareholder of ours;•changes in the valuation of the promissory note we issued in connection with the redemption of Mr. Okada’s shares;•pending or future legal proceedings, regulatory or enforcement actions or probity investigations;•any violations by us of the anti-money laundering laws or Foreign Corrupt Practices Act;•competition in the casino/hotel and resort industries and actions taken by our competitors, including new development andconstruction activities of competitors;•our dependence on a limited number of resorts and locations for all of our cash flow;•our relationships with Macau games promoters;•factors affecting the development and success of new gaming and resort properties (including limited labor resources in Macau andgovernment labor policies, unexpected cost increases, environmental regulation and our ability to secure federal, state and localpermits and approvals necessary for our construction projects);•our ability to maintain our customer relationships and collect and enforce gaming receivables;•extensive regulation of our business and the cost of compliance or failure to comply with applicable laws and regulations;•our ability to maintain our gaming licenses and concessions;•changes in gaming laws or regulations (including stricter smoking regulations in Macau);•changes in federal, foreign, or state tax laws or the administration of such laws;•cybersecurity risk including misappropriation of customer information or other breaches of information security;•our current and future insurance coverage levels;•conditions precedent to funding under our credit facilities;•continued compliance with all provisions in our debt agreements;•leverage and debt service (including sensitivity to fluctuations in interest rates);•the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, extreme weather patterns ornatural disasters, military conflicts and any future security alerts and/or terrorist attacks;•our subsidiaries’ ability to pay us dividends and distributions;•our ability to protect our intellectual property rights;•doing business in foreign locations such as Macau;•legalization of gaming in certain jurisdictions; and•changes in exchange rates.Further information on potential factors that could affect our financial condition, results of operations and business are included in this report and ourother filings with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information available to us atthe time this statement is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, futuredevelopments or otherwise.16Table of ContentsITEM 1A. RISK FACTORSYou should carefully consider the risk factors set forth below, as well as the other information contained in this Annual Report on Form 10-K, regardingmatters which could have an adverse effect, including a material one, on our business, financial condition, results of operations and cash flows. Additionalrisks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financialcondition, results of operations and cash flows.Risks Related to our BusinessThe loss of Stephen A. Wynn could significantly harm our business.Our ability to maintain our competitive position is dependent to a large degree on the efforts, skills and reputation of Stephen A. Wynn, the Chairmanof the Board, Chief Executive Officer and one of the principal stockholders of Wynn Resorts. Mr. Wynn’s employment agreement expires in October 2022.However, we cannot assure you that Mr. Wynn will remain with Wynn Resorts. If we lose the services of Mr. Wynn, or if he is unable to devote sufficientattention to our operations for any other reason, our business may be significantly impaired.Visitation to Macau may decline due to economic disruptions in mainland China, restrictions on visitations to Macau from citizens of mainland Chinaand the anti-corruption campaign.A significant number of our gaming customers at Wynn Macau come from mainland China. Any economic disruption or contraction in China coulddisrupt the number of patrons visiting our property or the amount they may be willing to spend. In addition, policies adopted from time to time by theChinese government, including any travel restrictions imposed by China on its citizens such as restrictions imposed on exit visas granted to residents ofmainland China for travel to Macau, could disrupt the number of visitors from mainland China to our property. It is not known when, or if, policies similar tothose implemented in 2009 restricting visitation by mainland Chinese citizens to Macau and Hong Kong, will be put in place and travel policies may beadjusted, without notice, in the future. Furthermore, the Chinese government’s ongoing anti-corruption campaign has had an overall chilling effect on thebehavior of Chinese consumers and their spending patterns both domestically and abroad. The campaign has specifically led to tighter monetary transferregulations, including real time monitoring of certain financial channels, which could disrupt the number of visitors and the amount of money they can bringfrom mainland China to Macau. The overall effect of the campaign and monetary transfer restrictions may result in decreased visitation and negatively affectour revenues and results of operations.Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the global economy.Consumer demand for casino/hotel resorts, trade shows and conventions and for the type of luxury amenities that we offer is particularly sensitive todownturns in the global economy which adversely impact discretionary spending on leisure activities. Changes in discretionary consumer spending orconsumer preferences brought about by factors such as perceived or actual general global economic conditions, high unemployment, the housing foreclosurecrisis, perceived or actual changes in disposable consumer income and wealth, an economic recession and changes in consumer confidence in the globaleconomy, or fears of war and future acts of terrorism could reduce customer demand for the luxury amenities and leisure activities we offer, and may have asignificant negative impact on our operating results.17Table of ContentsPotential violations of law by Mr. Okada (former director and formerly the largest beneficial owner of our shares) and his affiliates could have adverseconsequences to the Company.On February 18, 2012, the Board of Directors of Wynn Resorts received a report from Freeh, Sporkin & Sullivan, LLP detailing numerous instances ofconduct constituting prima facie violations of the Foreign Corrupt Practices Act (the “FCPA”) by Kazuo Okada (formerly the largest beneficial owner of ourshares) and certain of his affiliates. See Item 3—“Legal Proceedings” and Item 8—“Financial Statements and Supplementary Data”, Note 17 “Commitmentsand Contingencies.” The Company has provided the Freeh Report to applicable regulators and has been cooperating with related investigations of suchregulators. The conduct of Mr. Okada and his affiliates and the outcome of any resulting regulatory findings could have adverse consequences to theCompany. A finding by regulatory authorities that Mr. Okada violated the FCPA on Company property and/or otherwise involved the Company in criminalor civil violations could result in actions by regulatory authorities against the Company. Relatedly, regulators have and may pursue separate investigationsinto the Company’s compliance with applicable laws in connection with the Okada matter, as discussed in Item 3—“Legal Proceedings”. While the Companybelieves that it is in full compliance with all applicable laws, any such investigations could result in actions by regulators against the Company, which couldnegatively affect the Company’s financial condition or results of operations.Mr. Okada and his affiliates have challenged the redemption of Aruze’s Shares. An adverse judgment or settlement resulting from the related litigationcould reduce our profits or limit our ability to operate our business.On February 18, 2012, after receiving the Freeh Report, the Board of Directors of Wynn Resorts determined that each of the Okada Parties was“unsuitable” within the meaning of Article VII of Wynn Resorts’ articles of incorporation and redeemed all of Aruze’s shares of Wynn Resorts’ commonstock. See Item 3—“Legal Proceedings” and Item 8—“Financial Statements and Supplementary Data”, Note 17 “Commitments and Contingencies”. OnFebruary 19, 2012, Wynn Resorts filed a complaint in the Eighth Judicial District Court, Clark County, Nevada against the Okada Parties (as amended, the“Complaint”), alleging breaches of fiduciary duty and related claims (the “Redemption Action”) arising from the activities addressed in the Freeh Report.The Company is seeking compensatory and special damages as well as a declaration that it acted lawfully and in full compliance with its articles ofincorporation, bylaws and other governing documents in redeeming and canceling the shares of Aruze. On March 12, 2012, the Okada Parties filed an answerdenying the claims and a counterclaim (as amended, the “Counterclaim”) against the Company, each of the members of the Company’s Board of Directors(other than Mr. Okada) and Wynn Resorts’ General Counsel (collectively, the “Wynn Parties”), seeking, among other things a declaration that the redemptionof Aruze’s shares was void, an injunction restoring Aruze’s share ownership, damages in an unspecified amount and rescission of the Amended and RestatedStockholders Agreement, dated as of January 6, 2010, by and among Aruze, Stephen A. Wynn, and Elaine P. Wynn (the “Stockholders Agreement”). Inconnection with the Redemption Action and Counterclaim (1) various Okada Parties filed a complaint in the Tokyo District Court against the Company, allmembers of the Board of Directors (other than Mr. Okada) and the Company’s General Counsel alleging that the press release issued by the Company inconnection with the Redemption Action has damaged their social evaluation and credibility and seeking damages and legal fees, (2) four federal derivativeactions were commenced against the Company and all members of its Board of Directors, (3) two state derivative actions were commenced against theCompany and all members of its Board of Directors and (4) regulatory inquiries and investigations were initiated against the Company. See Item 3—“LegalProceedings”, for a full description of these matters and status as of the date of this report. The Company is vigorously pursuing its claims against the OkadaParties, and together with the other counter-defendants, vigorously defending against the Counterclaim and other actions asserted against them. However, aswith all litigation, the outcome of these proceedings cannot be predicted. Any adverse judgments or settlements involving payment of a material sum ofmoney could cause a material adverse effect on our financial condition and results of operations and could expose us to additional claims by third parties,including current or former investors or regulators. Any adverse judgments or settlements would reduce our profits and could limit our ability to operate ourbusiness.Change in valuation of our Redemption Price Promissory Note could have a negative impact on our results of operations.In connection with the redemption of the shares previously held by Aruze, we recorded the fair value of the Redemption Note of approximately $1.94billion in accordance with applicable accounting guidance. We utilized an independent third party valuation to assist in the determination of this fairvalue. In determining this fair value, we estimated the Redemption Note’s present value using discounted cash flows with a probability weighted expectedreturn for redemption assumptions and a discount rate which included time value and non-performance risk adjustments commensurate with risk of theRedemption Note.Considerations for the redemption assumptions included the stated maturity of the Redemption Note, uncertainty of the related cash flows as well aspotential effects of the following: uncertainties surrounding the potential outcome and timing of18Table of Contentspending litigation with the Okada Parties (see Item 8—“Financial Statements and Supplementary Data”, Note 17 “Commitments and Contingencies”); theoutcome of on-going investigations of Aruze by the United States Attorney’s Office, the U.S. Department of Justice and the Nevada Gaming Control Board;and other potential legal and regulatory actions. In addition, in the furtherance of various future business objectives, we considered our ability, at our soleoption, to prepay the Redemption Note at any time in accordance with its terms without penalty. Accordingly, we reasonably determined that the estimatedlife of the Redemption Note could be less than the contractual life of the Redemption Note.In determination of the appropriate discount rate to be used in the estimated present value, the Redemption Note’s subordinated position relative to allother debt in our capital structure and credit ratings associated with our traded debt were considered. Observable inputs for the risk free rate based on FederalReserve rates for U.S. Treasury securities and credit risk spread based on a yield curve index of similarly rated debt was used. As a result of this analysis, weconcluded the Redemption Notes’ stated rate of 2% approximated a market rate.A change in any of the assumptions discussed above could result in a change in the fair value of this Redemption Note and significantly impact ourresults of operations.Ongoing litigation and other disputes with Mr. Okada and certain of his affiliates could distract management and result in negative publicity andadditional scrutiny of regulators.There has been widespread publicity of the findings in the Freeh Report of prima facie violations of law by Mr. Okada and his affiliates, the Board ofDirector’s unsuitability finding, the redemption of shares and related litigation. The actions, litigation, and publicity could reduce demand for shares ofWynn Resorts and Wynn Macau, Limited and thereby have a negative impact on the trading prices of their respective shares. The disputes may also lead toadditional scrutiny from regulators, which could lead to investigations relating to, and possibly a negative impact on, the Company’s gaming licenses, andpossibly have a negative impact on the Company’s ability to bid successfully for new gaming market opportunities.Any violation of applicable Anti-Money Laundering laws or regulations or the Foreign Corrupt Practices Act could adversely affect our business,performance, prospects, value, financial condition, and results of operations.We deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering laws and regulations.Recently, U.S. governmental authorities have evidenced an increased focus on the gaming industry and compliance with anti-money laundering laws andregulations. The Company has been subject to governmental and regulatory inquiries about compliance with such laws and regulations and continues tocooperate with all such inquiries. Any violation of anti-money laundering laws or regulations could adversely affect our business, performance, prospects,value, financial condition, and results of operations.Further, we have operations, and a significant portion of our revenue is derived from customers, outside of the United States. We are therefore subject toregulations imposed by the FCPA and other anti-corruption laws that generally prohibit U.S. companies and their intermediaries from offering, promising,authorizing or making improper payments to foreign government officials for the purpose of obtaining or retaining business. Violations of the FCPA andother anti-corruption laws, may result in severe criminal and civil sanctions as well as other penalties and the SEC and U.S. Department of Justice haveincreased their enforcement activities with respect such laws and regulations.Internal control policies and procedures and employee training and compliance programs that we have implemented to deter prohibited practices maynot be effective in prohibiting our directors, employees, contractors or agents from violating or circumventing our policies and the law. If we or our directors,employees or agents fail to comply with applicable laws or Company policies governing our operations, the Company may face investigations, prosecutionsand other legal proceedings and actions which could result in civil penalties, administrative remedies and criminal sanctions. Any such governmentinvestigations, prosecutions or other legal proceedings or actions could adversely affect our business, performance, prospects, value, financial condition, andresults of operations.Mr. Okada failed to comply with internal training in these matters and failed to return to Wynn Resorts an executed Acknowledgment agreeing tocomply with the Wynn Resorts Code of Business Conduct and Ethics. On February 19, 2012, Wynn Resorts’ filed a complaint in Nevada state court againstMr. Okada and other entities alleging, among other things, breach of fiduciary duty in connection with alleged violations of the FCPA. For information onsuch complaint, the Freeh Report, which detailed numerous instances of conduct constituting prima facie violations of FCPA by Mr. Okada and certain of hisaffiliates, and the redemption Aruze's shares, see Item 8—“Financial Statements and Supplementary Data”, Note 17 “Commitments and Contingencies”.19Table of ContentsOur casino, hotel, convention and other facilities face intense competition, which may increase in the future.The casino/hotel industry is highly competitive. Our Macau operations face intense competition with approximately 35 casinos currently operating inMacau. We hold a concession under one of only three gaming concessions and three subconcessions authorized by the Macau government to operate casinosin Macau. The Macau government has had the ability to grant additional gaming concessions since April 2009. If the Macau government were to allowadditional competitors to operate in Macau through the grant of additional concessions or subconcessions, we would face additional competition, whichcould have a material adverse effect on our business, financial condition, results of operations and cash flows. Several of the current concessionaires andsubconcessionaires are expected to open additional facilities in the Cotai area of Macau over the next few years. The additional Cotai facilities currently withplanned opening dates in 2015 and 2016 are expected to increase total hotel room inventory by over 40% and significantly increase other gaming and non-gaming offerings in Macau.Our Macau resort complex also faces competition from casinos located in other areas of Asia, including the Marina Bay Sands and Resorts WorldSentosa resorts operating in Singapore, Genting Highlands Resort, a major gaming and resort destination located outside of Kuala Lumpur, Malaysia, andcasinos in the Philippines. We also encounter competition from other major gaming centers located around the world, including Australia and Las Vegas,cruise ships in Asia that offer gaming, and other casinos throughout Asia. Further, if current efforts to legalize gaming in other Asian countries are successful,our Wynn Macau resort will face additional regional competition.In Las Vegas, we compete with other Las Vegas Strip hotels and with other hotel casinos in Las Vegas on the basis of overall atmosphere, range ofamenities, level of service, price, location, entertainment, theme and size, among other factors.Wynn Las Vegas also competes with other casino/hotel facilities in other cities. The proliferation of gaming activities in other areas could significantlyharm our business as well. In particular, the legalization or expansion of casino gaming in or near metropolitan areas from which we attract customers couldhave a negative effect on our business. In addition, new or renovated casinos in Macau or elsewhere in Asia could draw Asian gaming customers away fromour Las Vegas Operations.We are entirely dependent on a limited number of resorts for all of our cash flow, which subjects us to greater risks than a gaming company with moreoperating properties.We are currently entirely dependent upon our Macau Operations and Las Vegas Operations for all of our operating cash flow. As a result, we are subjectto a greater degree of risk than a gaming company with more operating properties or greater geographic diversification. The risks to which we have a greaterdegree of exposure include the following:•local economic and competitive conditions;•changes in local and state governmental laws and regulations, including gaming laws and regulations;•natural and other disasters;•a decline in the number of visitors to Las Vegas or Macau;•a decrease in gaming and non-casino activities at our resorts; and•the outbreak of infectious diseases. Any of the factors outlined above could negatively affect our ability to generate sufficient cash flow to make payments or maintain our covenants withrespect to our debt.We could encounter substantial cost increases higher than expected in the development of our projects.We are currently constructing Wynn Palace, in the Cotai area of Macau, and in development of a Wynn resort in Massachusetts. The total projectbudget for Wynn Palace, including construction costs, capitalized interest, pre-opening expenses, land costs and financing fees, is $4.1 billion.The projected development costs for Wynn Palace reflect our best estimates and the actual development costs may be higher than expected.Contingencies that have been set aside by us to cover cost overruns may be insufficient to cover the full amount of such overruns. If these contingencies arenot sufficient to cover these costs, we may not have the funds required to pay the excess costs and these projects may not be completed. Failure to completethese projects may negatively affect our financial condition, our results of operations and our ability to pay our debt.20Table of ContentsAll our current and future construction projects will be subject to significant development and construction risks, which could have an adverse effect onour financial condition, results of operations or cash flows from this planned facility.Major construction projects of the scope and scale of Wynn Palace and the Wynn resort in Massachusetts entail significant risks, including:•shortages of, and price increases in, materials or skilled labor;•changes to plans and specifications;•delays in obtaining or inability to obtain requisite licenses, permits and authorizations from regulatory authorities;•changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, real estatedevelopment or construction projects;•unforeseen engineering, environmental and/or geological problems;•labor disputes or work stoppages;•disputes with and defaults by contractors and subcontractors;•personal injuries to workers and other persons;•environment, health and safety issues, including site accidents;•delays or interference from severe weather or natural disasters;•geological, construction, excavation, regulatory and equipment problems;•unanticipated cost increases; and•unavailability of construction equipment.Construction, equipment or staffing problems or difficulties in obtaining any of the requisite licenses, permits and authorizations from regulatoryauthorities could increase the total cost, delay or prevent the construction or opening or otherwise affect the design and features of Wynn Palace.We anticipate that only some of the subcontractors engaged for these projects will post bonds guaranteeing timely completion of the subcontractor’swork and payment for all of that subcontractor’s labor and materials. These bonds may not be adequate to ensure completion of the work.Our Wynn Palace facility or the Wynn resort in Massachusetts facility may not commence operations on schedule and construction costs for theseprojects may exceed budgeted amounts. Failure to complete these projects on schedule or within budget may have a significant negative effect on us and onour ability to make payments on our debt.Our new projects may not be successful.In addition to the construction and regulatory risks associated with our current and future construction projects, we cannot assure you that the level ofconsumer demand for our casino resorts or for the type of luxury amenities that we will offer will meet our expectations. The operating results of our newprojects may be materially different than the operating results of our current integrated resorts due to, among other reasons, differences in consumer andcorporate spending and preferences in new geographic areas, increased competition from other markets or other developments that may be beyond ourcontrol. In addition, our new projects may be more sensitive to certain risks, including risks associated with downturns in the economy, than the integratedresorts we currently operate. The demands caused by new developments on our managerial, operational and other resources may impact our operation of ourexisting results. If any of these issues were to occur, it could adversely affect our prospects, financial condition, or results of operations.Our business relies on high-end, international customers. We often extend credit, and we may not be able to collect gaming receivables from our creditplayers or credit play may decrease.General. A significant portion of our table games revenue at our resorts is attributable to the play of a limited number of international customers. Theloss or a reduction in the play of the most significant of these customers could have a material adverse effect on our business, financial condition, results ofoperations and cash flows. A downturn in economic conditions in the countries in which these customers reside could cause a further reduction in thefrequency of visits by and revenue generated from these customers.We conduct our gaming activities on a credit as well as a cash basis. This credit is unsecured. We will extend credit to those customers whose level ofplay and financial resources, in the opinion of management, warrant such an extension. The collectability of receivables from international customers couldbe negatively affected by future business or economic trends or by significant events in the countries in which these customers reside.21Table of ContentsIn addition, premium gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have apositive or negative impact on cash flow and earnings in a particular quarter.Wynn Las Vegas. While gaming debts evidenced by a credit instrument, including what is commonly referred to as a “marker,” are enforceable underthe current laws of Nevada, and judgments on gaming debts are enforceable in all states of the United States under the Full Faith and Credit Clause of theUnited States Constitution, other jurisdictions may determine that direct or indirect enforcement of gaming debts is against public policy. Although courts ofsome foreign nations will enforce gaming debts directly and the assets in the United States of foreign debtors may be used to satisfy a judgment, judgmentson gaming debts from U.S. courts are not binding on the courts of many foreign nations. We cannot assure that we will be able to collect the full amount ofgaming debts owed to us, even in jurisdictions that enforce them. Changes in economic conditions may make it more difficult to assess creditworthiness andmore difficult to collect the full amount of any gaming debt owed to us. Our inability to collect gaming debts could have a significant negative impact on ouroperating results.Wynn Macau. Although the law in Macau permits casino operators to extend credit to gaming customers, Wynn Macau may not be able to collect all ofits gaming receivables from its credit players. We expect that Wynn Macau will be able to enforce these obligations only in a limited number of jurisdictions,including Macau. To the extent our gaming customers are visitors from other jurisdictions, we may not have access to a forum in which we will be able tocollect all of our gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and we may encounter forumsthat will refuse to enforce such debts. Our inability to collect gaming debts could have a significant negative impact on our operating results.Currently, the gaming tax in Macau is calculated as a percentage of gross gaming revenue. However, unlike Nevada, the gross gaming revenuecalculation in Macau does not include deductions for uncollectible gaming debts. As a result, if we extend credit to our customers in Macau and are unable tocollect on the related receivables from them, we remain obligated to pay taxes on our winnings from these customers.We are subject to extensive state and local regulation and licensing and gaming authorities have significant control over our operations. The cost ofcompliance or failure to comply with such regulations and authorities could have a negative effect on our business.The operations of our resorts are contingent upon our obtaining and maintaining all necessary licenses, permits, approvals, registrations, findings ofsuitability, orders and authorizations in the jurisdictions in which our resorts are located. The laws, regulations and ordinances requiring these licenses,permits and other approvals generally relate to the responsibility, financial stability and character of the owners and managers of gaming operations, as wellas persons financially interested or involved in gaming operations. The Nevada Gaming Commission may require the holder of any debt or securities we orWynn Las Vegas, LLC issue to file applications, be investigated and be found suitable to own Wynn Resorts’ securities if it has reason to believe that thesecurity ownership would be inconsistent with the declared policies of the State of Nevada.The Company’s articles of incorporation also provide that, to the extent required by the gaming authority making the determination of unsuitability orto the extent the Board of Directors determines, in its sole discretion, that a person is likely to jeopardize the Company’s or any affiliate’s application for,receipt of, approval for, right to the use of, or entitlement to, any gaming license, shares of Wynn Resorts’ capital stock that are owned or controlled by anunsuitable person or its affiliates are subject to redemption by Wynn Resorts. The redemption price may be paid in cash, by promissory note, or both, asrequired, and pursuant to the terms established by, the applicable gaming authority and, if not, as Wynn Resorts elects.On February 18, 2012, after receiving the Freeh Report, the Board of Directors of Wynn Resorts determined that the Okada Parties were “unsuitable”within the meaning of Article VII of Wynn Resorts’ articles of incorporation and redeemed all of Aruze’s shares of Wynn Resorts’ common stock. See Item 3—“Legal Proceedings” and Item 8—“Financial Statements and Supplementary Data”, Note 17 “Commitments and Contingencies”.Nevada and Massachusetts regulatory authorities also have broad powers to request detailed financial and other information, to limit, condition,suspend or revoke a registration, gaming license or related approvals, approve changes in our operations and levy fines or require forfeiture of assets forviolations of gaming laws or regulations. Complying with gaming laws, regulations and license requirements is costly. Any change in the Nevada andMassachusetts laws, regulations or licenses applicable to our business or a violation of any current or future laws or regulations applicable to our business orgaming licenses could require us to make substantial expenditures and forfeit assets, and would negatively affect our gaming operations.22Table of ContentsWynn Macau’s operations are subject to unique risks. Failure to adhere to the regulatory and gaming environment in Macau could result in therevocation of Wynn Macau’s concession or otherwise negatively affect its operations in Macau. Moreover, we are subject to the risk that U.S. regulatorscould determine that Macau’s gaming regulatory framework has not developed in a way that would permit us to conduct operations in Macau in a mannerconsistent with the way in which we intend, or the Nevada gaming authorities require us, to conduct our operations in the United States.Compliance with changing laws and regulations may result in additional expenses and compliance risks.Changing laws and regulations are creating uncertainty for gaming companies. These changing laws and regulations are subject to varyinginterpretations in many cases due to their lack of specificity, recent issuance and/or lack of guidance. As a result, their application in practice may evolveover time as new guidance is provided by regulatory and governing bodies. In addition, further regulation of casinos, financial institutions and publiccompanies is possible. This could result in continuing uncertainty and higher costs regarding compliance matters. Due to our commitment to maintain highstandards of compliance with laws and public disclosure, our efforts to comply with evolving laws, regulations and standards have resulted in and are likelyto continue to result in increased general and administrative expense. In addition, we are subject to different parties' interpretation of our compliance withthese new and changing laws and regulations. Win rates for our gaming operations depend on a variety of factors, some of which are beyond our control.The gaming industry is characterized by an element of chance. In addition to the element of chance, win rates are also affected by other factors,including players’ skill and experience, the mix of games played, the financial resources of players, the spread of table limits, the volume of bets played andthe amount of time played. Our gaming profits are mainly derived from the difference between our casino winnings and the casino winnings of our gamingcustomers. Since there is an inherent element of chance in the gaming industry, we do not have full control over our winnings or the winnings of our gamingcustomers. Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breachesof information security.We rely on information technology and other systems (including those maintained by third-parties with whom we contract to provide data services) tomaintain and transmit large volumes of customer financial information, credit card settlements, credit card funds transmissions, mailing lists and reservationsinformation and other personally identifiable information. We also maintain important internal company data such as personally identifiable informationabout our employees and information relating to our operations. The systems and processes we have implemented to protect customers, employees andcompany information are subject to the ever-changing risk of compromised security. These risks include cyber and physical security breaches, system failure,computer viruses, and negligent or intentional misuse by customers, company employees, or employees of third party vendors. The steps we take to deter andmitigate these risks may not be successful and our insurance coverage for protecting against cybersecurity risks may not be sufficient. Our third-partyinformation system service providers face risks relating to cybersecurity similar to ours, and we do not directly control any of such parties’ informationsecurity operations. A significant theft, loss or fraudulent use of customer or company data maintained by us or by a third-party service provider could havean adverse effect on our reputation, cause a material disruption to our operations and management team, and result in remediation expenses, regulatorypenalties and litigation by customers and other parties whose information was subject to such attacks, all of which could have a material adverse effect on ourbusiness, results of operations and cash flows.Our collection and use of personal data are governed by privacy laws and regulations and privacy law is an area that changes often and variessignificantly by jurisdiction. Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our ability to marketour products, properties and services to our guests. In addition, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) or a breach of security on systems storing our data may result in damage of reputation and/or subject us to fines,payment of damages, lawsuits or restrictions on our use or transfer of data.Our insurance coverage may not be adequate to cover all possible losses that we could suffer, including losses resulting from terrorism, and ourinsurance costs may increase.We have comprehensive property and liability insurance policies for our properties with coverage features and insured limits that we believe arecustomary in their breadth and scope. However, in the event of a substantial loss, the insurance23Table of Contentscoverage we carry may not be sufficient to pay the full market value or replacement cost of our lost investment or could result in certain losses being totallyuninsured. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenue from the property, andwe could remain obligated for debt or other financial obligations related to the property.Market forces beyond our control may limit the scope of the insurance coverage we can obtain in the future or our ability to obtain coverage atreasonable rates. Certain catastrophic losses may be uninsurable or too expensive to justify obtaining insurance. As a result, if we suffer such a catastrophicloss, we may not be successful in obtaining future insurance without increases in cost or decreases in coverage levels. Furthermore, our debt instruments andother material agreements require us to maintain a certain minimum level of insurance. Failure to satisfy these requirements could result in an event of defaultunder these debt instruments or material agreements, which would negatively affect our business and financial condition.Our business is particularly sensitive to the willingness of our customers to travel. Acts of terrorism, regional political events and developments in theconflicts in certain countries could cause severe disruptions in air travel that reduce the number of visitors to our facilities, resulting in a material adverseeffect on our business and financial condition, results of operations or cash flows.We are dependent on the willingness of our customers to travel. Only a small amount of our business is and will be generated by local residents. Most ofour customers travel to reach our Las Vegas and Macau properties. Acts of terrorism may severely disrupt domestic and international travel, which wouldresult in a decrease in customer visits to Las Vegas and Macau, including our properties. Regional conflicts could have a similar effect on domestic andinternational travel. Disruptions in air or other forms of travel as a result of any further terrorist act, outbreak of hostilities or escalation of war or worldwideinfectious disease outbreak would have an adverse effect on our business and financial condition, results of operations or cash flows.We are a parent company and our primary source of cash is and will be distributions from our subsidiaries.We are a parent company with limited business operations of our own. Our main asset is the capital stock of our subsidiaries. We conduct most of ourbusiness operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are dividends and distributions with respect to ourownership interests in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties. Our subsidiaries might notgenerate sufficient earnings and cash flow to pay dividends or distributions in the future. Our subsidiaries’ payments to us will be contingent upon their earnings and upon other business considerations. In addition, our subsidiaries’ debtinstruments and other agreements limit or prohibit certain payments of dividends or other distributions to us. We expect that future debt instruments for thefinancing of our other developments will contain similar restrictions. An inability of our subsidiaries to pay us dividends and distributions would have asignificant negative effect on our liquidity.If a third party successfully challenges our ownership of, or right to use, the Wynn-related trademarks and/or service marks, our business or results ofoperations could be harmed.Our intellectual property assets, especially the logo version of “Wynn,” are among our most valuable assets. We have filed applications with the PTOand with various foreign patent and trademark registries including registries in Macau, China, Hong Kong, Singapore, Taiwan, Japan, certain Europeancountries and various other jurisdictions throughout the world, to register a variety of WYNN-related trademarks and service marks in connection with avariety of goods and services. These marks include “WYNN RESORTS,” “WYNN DESIGN AND DEVELOPMENT,” “WYNN LAS VEGAS,” “WYNNMACAU,” “WYNN PALACE” and “ENCORE.” Some of the applications are based upon ongoing use and others are based upon a bona fide intent to use themarks in the future.A common element of most of these marks is the use of the surname “WYNN.” As a general rule, a surname (or the portion of a mark primarilyconstituting a surname) is not eligible for registration unless the surname has acquired “secondary meaning.” To date, we have been successful indemonstrating to the PTO such secondary meaning for the Wynn name, in certain of the applications, based upon factors including Mr. Wynn’s prominenceas a resort developer, but we cannot assure you that we will be successful with the other pending applications.Federal registrations are not completely dispositive of the right to such marks. Third parties who claim prior rights with respect to similar marks maynonetheless challenge our right to obtain registrations or our use of the marks and seek to overcome the presumptions afforded by such registrations.24Table of ContentsFurthermore, due to the increased use of technology in computerized gaming machines and in business operations generally, other forms of intellectualproperty rights (such as patents and copyrights) are becoming of increased relevance. It is possible that, in the future, third parties might assert superiorintellectual property rights or allege that their intellectual property rights cover some aspect of our operations. The defense of such allegations may result insubstantial expenses, and, if such claims are successfully prosecuted, may have a material impact on our business. Efforts we take to acquire and protect ourintellectual property rights against unauthorized use throughout the world, which may include retaining counsel and commencing litigation in variousjurisdictions, may be costly and may not be successful in protecting and preserving the status and value of our intellectual property assets.We are subject to taxation by various governments and agencies. The rate of taxation could change.We are subject to tax by various governments and agencies, both in the U.S. and in Macau. Changes in the rates of taxation, the amount of taxes we oweand the time when income is subject to taxation, our ability to claim U.S. foreign tax credits, failure to renew our Macau dividend agreement and Macauincome tax exemption after 2015 and the imposition of foreign withholding taxes could increase our overall rate of taxation.Because we own real property, we are subject to extensive environmental regulation, which creates uncertainty regarding future environmentalexpenditures and liabilities.We have incurred costs to comply with environmental requirements, such as those relating to discharges into the air, water and land, the handling anddisposal of solid and hazardous waste and the cleanup of properties affected by hazardous substances. Under these and other environmental requirements wemay be required to investigate and clean up hazardous or toxic substances or chemical releases at our property. As an owner or operator, we could also beheld responsible to a governmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them inconnection with any contamination.These laws typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence of thecontaminants. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis forallocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of thosesubstances, or the failure to remediate a property properly, may impair our ability to use our property.Contamination has been identified at and in the vicinity of our site in Everett, Massachusetts. The ultimate cost of remediating contaminated sites isdifficult to accurately predict and we could exceed our current estimates. While we believe that we have adequate resources to cover the costs of the cleanup,we may be required to conduct additional investigations and remediation with respect to this site. As a result, we also could incur material costs in excess ofour estimates as a result of additional cleanup obligations imposed or contamination identified in the future. Our proposed expenditures related toenvironmental matters are not currently expected to have a material adverse effect on our business, financial condition or results of operations. However, theenvironmental laws under which we operate are complicated and often increasingly more stringent, and may be applied retroactively. Accordingly, we maybe required to make additional expenditures to remain in, or to achieve compliance with, environmental laws in the future.Risks Associated with our Macau OperationsWe depend upon games promoters for a significant portion of our gaming revenue. If we are unable to maintain, or develop additional, successfulrelationships with reputable games promoters, our ability to maintain or grow our gaming revenues could be adversely affected.We may lose the clientele of our games promoters, who generate a significant portion of our gaming revenue. There is intense competition amongcasino operators in Macau for services provided by games promoters, which we expect to intensify as additional casinos open in Macau. If we are unable tomaintain, or develop additional, successful relationships with reputable games promoters, or lose a significant number of our games promoters to ourcompetitors, our ability to maintain or grow our gaming revenues will be adversely affected and we will have to seek alternative ways of developingrelationships with VIP customers. In addition, if our games promoters are unable to develop or maintain relationships with our VIP customers, our ability tomaintain or grow our gaming revenues will be hampered.25Table of ContentsIncreased competition for the services of games promoters may require us to pay increased commission rates to games promoters.Certain games promoters have significant leverage and bargaining strength in negotiating operational agreements with casino operators. This leveragecould result in games promoters negotiating changes to our operational agreements, including higher commissions, or the loss of business to a competitor orthe loss of certain relationships with games promoters. If we need to increase our commission rates or otherwise change our practices with respect to gamespromoters due to competitive forces, our results of operations could be adversely affected.Failure by the games promoters with whom we work to comply with Macau gaming laws and high standards of probity and integrity might affect ourreputation and ability to comply with the requirements of our concession, Macau gaming laws and other gaming licenses.The reputations and probity of the games promoters with whom we work are important to our own reputation and to our ability to operate incompliance with our concession, Macau gaming laws and other gaming licenses. We conduct periodic reviews of the probity and compliance programs of ourgaming promoters. However, we are not able to control our games promoters’ compliance with these high standards of probity and integrity, and our gamespromoters may violate provisions in their contracts with us designed to ensure such compliance. In addition, if we enter into a new business relationship witha games promoter whose probity is in doubt, this may be considered by regulators or investors to reflect negatively on our own probity. If our gamespromoters are unable to maintain required standards of probity and integrity, we may face consequences from gaming regulators with authority over ouroperations. Furthermore, if any of our games promoters violate the Macau gaming laws while on our premises, the Macau government may, in its discretion,take enforcement action against us, the games promoter, or each concurrently, and we may be sanctioned and our reputation could be harmed.The financial resources of our games promoters may be insufficient to allow them to continue doing business in Macau which could adversely affectour business and financial condition. Our games promoters may experience difficulty in attracting patrons.Given present market conditions in Macau and certain economic and other factors occurring in the region, games promoters may encounter difficultiesin attracting patrons to come to Macau. Further, gaming promoters may experience decreased liquidity, limiting their ability to grant credit to their patrons,resulting in decreased gaming volume in Macau and at Wynn Macau. Credit already extended by our games promoters to their patrons may becomeincreasingly difficult for them to collect. This inability to attract sufficient patrons, grant credit and collect amounts due in a timely manner can negativelyaffect our games promoters’ operations, cause games promoters to wind up or liquidate their operations or result in our gaming promoters leaving Macau, andas a result, our results of operations could be adversely impacted.Revenues from our Macau gaming operations will end if we cannot secure an extension of our concession in 2022 or if the Macau governmentexercises its redemption right in 2017.Our concession agreement with the Macau government expires in June 2022. Unless our concession is extended, in June 2022, all of our gamingoperations and related equipment in Macau will be automatically transferred to the Macau government without compensation to us and we will cease togenerate any revenues from these operations. Beginning in June 2017, the Macau government may redeem the concession agreement by providing us at leastone year’s prior notice. In the event the Macau government exercises this redemption right, we are entitled to fair compensation or indemnity. The amount ofsuch compensation or indemnity will be determined based on the amount of revenue generated during the tax year prior to the redemption multiplied for theremaining years under the concession. We may not be able to renew or extend our concession agreement on terms favorable to us or at all and, if ourconcession is redeemed, the compensation paid to us may not be adequate to compensate us for the loss of future revenues. The redemption of or failure toextend our concession would have a material adverse effect on our results of operations.If Wynn Macau fails to comply with the concession agreement, the Macau government can terminate our concession without compensation to us, whichwould have a material adverse effect on our business and financial condition.The Macau government has the right to unilaterally terminate our concession in the event of our material non-compliance with the basic obligationsunder the concession and applicable Macau laws. The concession agreement expressly provides that the government of Macau may unilaterally rescind theconcession agreement if Wynn Macau: •conducts unauthorized games or activities that are excluded from its corporate purpose;26Table of Contents•suspends gaming operations in Macau for more than seven consecutive days (or more than 14 days in a civil year) without justification;•defaults in payment of taxes, premiums, contributions or other required amounts;•does not comply with government inspections or supervision;•systematically fails to observe its obligations under the concession system;•fails to maintain bank guarantees or bonds satisfactory to the government;•is the subject of bankruptcy proceedings or becomes insolvent;•engages in serious fraudulent activity, damaging to the public interest; or•repeatedly violates applicable gaming laws.If the government of Macau unilaterally rescinds the concession agreement, Wynn Macau will be required to compensate the government inaccordance with applicable law, and the areas defined as casino space under Macau law and all of the gaming equipment pertaining to our gaming operationswill be transferred to the government without compensation. The loss of our concession would prohibit us from conducting gaming operations in Macau,which would have a material adverse effect on our business and financial condition. Our Macau subsidiaries’ indebtedness is secured by a substantial portion of their assets.Subject to applicable laws, including gaming laws, and certain agreed upon exceptions, our Macau subsidiaries’ debt is secured by liens onsubstantially all of their assets. In the event of a default by such subsidiaries under their financing documents, or if such subsidiaries experience insolvency,liquidation, dissolution or reorganization, the holders of such secured debt would first be entitled to payment from their collateral security, and only thenwould holders of our Macau subsidiaries’ unsecured debt be entitled to payment from their remaining assets.We compete for limited labor resources in Macau and Macau government policies may also affect our ability to employ imported labor.The success of our operations in Macau will be affected by our success in hiring and retaining employees. We compete with a large number of casinoresorts in Macau for a limited number of qualified employees. In addition, the Macau government requires that we only hire Macau residents as dealers in ourcasinos. Competition for these individuals in Macau is likely to increase as we open Wynn Palace, and as other competitors expand their operations. We haveto seek employees from other countries to adequately staff our resort and certain Macau government policies affect our ability to import labor in certain jobclassifications. Despite our coordination with the Macau labor and immigration authorities to assure that our labor needs are satisfied, we may not be able torecruit and retain a sufficient number of qualified employees for our operations or obtain required work permits for those employees. If we are unable toobtain, attract, retain and train skilled employees, our ability to adequately manage and staff our existing and planned casino and resort properties in Macaucould be impaired, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.Wynn Macau may be affected by adverse political and economic conditions.Our Macau operations are subject to significant political, economic and social risks inherent in doing business in an emerging market. Macau’slegislative, regulatory, legal, economic and cultural institutions are in a period of transition. The continued success of Wynn Macau will depend on politicaland economic conditions in Macau and mainland China. For example, fiscal decline and civil, domestic or international unrest in Macau, China or thesurrounding region could significantly harm our business, not only by reducing customer demand for casino resorts, but also by increasing the risk ofimposition of taxes and exchange controls or other governmental restrictions, laws or regulations that might impede Wynn Macau’s operations or ability torepatriate funds.We are currently required to complete Wynn Palace by May 2017. If we are unable to meet this deadline, we may lose the respective land concession,which could prohibit us from operating any facilities developed under such land concession.The Company has capitalized approximately $1.8 billion, including the land premium (net of amortization) and $148.4 million in outstandingconstruction payables, as of December 31, 2014. Under the Company’s land concession for Wynn Palace, the Company is required to complete thedevelopment by May 2017. Should the Company determine that it is unable to complete Wynn Palace by this deadline, the Company would expect to applyfor an extension from the Macau government. If the Company is unable to meet the current deadline and the deadline for the development is not extended,the Company could lose its land concession for Wynn Palace, which would prohibit the Company from operating any facilities developed under the landconcession. As a result, the Company could record a charge for all or some portion of its capitalized construction costs and land premiums (net ofamortization).27Table of ContentsMacau may not have an adequate transportation infrastructure to accommodate the demand from future development.Because of additional casino projects which are under construction and to be developed in the future, the ferry and helicopter services which providetransportation between Macau and Hong Kong may need to be expanded to accommodate the increased visitation of Macau. If transportation facilities to andfrom Macau are inadequate to meet the demands of an increased volume of gaming customers visiting Macau, the desirability of Macau as a gamingdestination, as well as the results of operations of Wynn Macau, could be negatively impacted.The smoking control legislation in Macau could have an adverse effect on our business, financial condition, results of operations or cash flows.In 2014, the Macau government approved smoking control legislation, which prohibits smoking in casinos starting on October 6, 2014. The legislation,however, permits casinos to maintain certain limited smoking areas open to VIP patrons if such areas are within restricted access areas, comply with certainsquare footage ratios based on overall gaming area square footage and comply with the conditions set out in the Dispatch of the Chief Executive, datedNovember 1, 2012, as amended by the Dispatch of the Chief Executive, dated June 3, 2014. Recent public announcements by the Macau governmentindicate that the Macau government intends to pursue a full smoking ban within all Macau casinos. The existing smoking legislation, and any smokinglegislation intended to fully ban all smoking in casinos, may deter potential gaming customers who are smokers from frequenting casinos in Macau anddisrupt the number of patrons visiting or the amount of time visiting patrons spend at our property, which could have a material adverse effect on ourbusiness, financial condition, results of operations and cash flows.Extreme weather conditions may have an adverse impact on Wynn Macau.Macau’s subtropical climate and location on the South China Sea are subject to extreme weather conditions including typhoons and heavy rainstorms.Unfavorable weather conditions could negatively affect the profitability of our resort complex and prevent or discourage guests from traveling to Macau.Conflicts of interest may arise because certain of our directors and officers are also directors of Wynn Macau, Limited.In October 2009, Wynn Macau, Limited, an indirect wholly owned subsidiary of Wynn Resorts and the developer, owner and operator of Wynn Macau,listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited. Wynn Macau, Limited sold through an initial public offering,1,437,500,000 shares, 27.7% of this subsidiary’s common stock. As a result of Wynn Macau, Limited having stockholders who are not affiliated with us, weand certain of our officers and directors who also serve as officers and/or directors of Wynn Macau, Limited may have conflicting fiduciary obligations to ourstockholders and to the minority stockholders of Wynn Macau, Limited. Decisions that could have different implications for Wynn Resorts and WynnMacau, Limited, including contractual arrangements that we have entered into or may in the future enter into with Wynn Macau, Limited, may give rise tothe appearance of a potential conflict of interest.Certain Nevada gaming laws apply to Wynn Macau’s gaming activities and associations.Certain Nevada gaming laws also apply to gaming activities and associations in jurisdictions outside the State of Nevada. With respect to our WynnMacau operations, we and our subsidiaries that must be licensed to conduct gaming operations in Nevada are required to comply with certain reportingrequirements concerning gaming activities and associations in Macau conducted by our Macau-related subsidiaries. We and our licensed Nevada subsidiariesalso will be subject to disciplinary action by the Nevada Gaming Commission if our Macau-related subsidiaries:•knowingly violate any Macau laws relating to their Macau gaming operations;•fail to conduct Wynn Macau’s operations in accordance with the standards of honesty and integrity required of Nevada gaming operations;•engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming inNevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to Nevada gaming policies;•engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or•employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability inNevada on the ground of unsuitability, or who has been found guilty of cheating at gambling.28Table of ContentsSuch disciplinary action could include suspension, conditioning, limitation or revocation of the registration, licenses or approvals held by us and ourlicensed Nevada subsidiaries, including Wynn Las Vegas, LLC, and the imposition of substantial fines.In addition, if the Nevada State Gaming Control Board determines that any actual or intended activities or associations of our Macau-relatedsubsidiaries may be prohibited pursuant to one or more of the standards described above, the Nevada State Gaming Control Board can require us and ourlicensed Nevada subsidiaries to file an application with the Nevada Gaming Commission for a finding of suitability of the activity or association. If theNevada Gaming Commission finds that the activity or association in Macau is unsuitable or prohibited, our Macau-related subsidiaries will either be requiredto terminate the activity or association, or will be prohibited from undertaking the activity or association. Consequently, should the Nevada GamingCommission find that our Macau-related subsidiary’s gaming activities or associations in Macau are unsuitable, those subsidiaries may be prohibited fromundertaking their planned gaming activities or associations in Macau, or be required to divest their investment in Macau, possibly on unfavorable terms.Unfavorable changes in currency exchange rates may increase Wynn Macau’s obligations under the concession agreement and cause fluctuations inthe value of our investment in Macau.The currency delineated in Wynn Macau’s concession agreement with the government of Macau is the Macau pataca. The Macau pataca, which is not afreely convertible currency, is linked to the Hong Kong dollar, and the two are often used interchangeably in Macau. The Hong Kong dollar is linked to theU.S. dollar and the exchange rate between these two currencies has remained relatively stable over the past several years. However, the exchange linkages ofthe Hong Kong dollar and the Macau pataca, and the Hong Kong dollar and the U.S. dollar, are subject to potential changes due to changes in Chinesegovernmental policies and international economic and political developments.If the Hong Kong dollar and the Macau pataca are no longer linked to the U.S. dollar, the exchange rate for these currencies may severely fluctuate. Thecurrent rate of exchange fixed by the applicable monetary authorities for these currencies may also change.Because many of Wynn Macau’s payment and expenditure obligations are in Macau patacas, in the event of unfavorable Macau pataca or Hong Kongdollar rate changes, Wynn Macau’s obligations, as denominated in U.S. dollars, would increase. In addition, because we expect that most of the revenues forany casino that we operate in Macau will be in Hong Kong dollars, we are subject to foreign exchange risk with respect to the exchange rate between theHong Kong dollar and the U.S. dollar. Also, if any of our Macau-related entities incur U.S. dollar-denominated debt, fluctuations in the exchange rates of theMacau pataca or the Hong Kong dollar, in relation to the U.S. dollar, could have adverse effects on our results of operations, financial condition and ability toservice its debt.Currency exchange controls and currency export restrictions could negatively impact Wynn Macau.Currency exchange controls and restrictions on the export of currency by certain countries may negatively impact the success of Wynn Macau. Forexample, there are currently existing currency exchange controls and restrictions on the export of the renminbi, the currency of China. Restrictions on theexport of the renminbi may impede the flow of gaming customers from China to Macau, inhibit the growth of gaming in Macau and negatively impact WynnMacau’s gaming operations.Risks Related to Share Ownership and Stockholder MattersOur largest stockholders are able to exert significant influence over our operations and future direction.As of December 31, 2014, Mr. Wynn and Elaine P. Wynn own 10,026,708 shares and 9,608,334 shares, respectively, or in the aggregate approximately19.4%, of our outstanding common stock. As a result, Mr. Wynn and Elaine P. Wynn, to the extent they vote their shares in a similar manner, may be able toexert significant influence over all matters requiring our stockholders’ approval, including the approval of significant corporate transactions. In addition,until February 2012, Aruze owned 24,549,222 shares of our outstanding common stock. On February 18, 2012, the Company redeemed all of the shares of theCompany’s common stock held by Aruze For additional information on the redemption, see Item 8—“Financial Statements and Supplementary Data”, Note17 “Commitments and Contingencies”.Under the Stockholders Agreement, Mr. Wynn and Elaine P. Wynn have agreed to vote the shares of the Company’s common stock held by themsubject to the terms of the Stockholders Agreement in a manner so as to elect to our Board of29Table of ContentsDirectors each of the nominees contained on each and every slate of directors endorsed by Mr. Wynn, which slate will include, subject to certain exceptions,Elaine P. Wynn. As a result of this voting arrangement, Mr. Wynn, as a practical matter, exercises significant influence over the slate of directors to be electedto our Board of Directors. In addition, with stated exceptions, the Stockholders Agreement requires the written consent of the other party prior to any partyselling any shares of the Company’s common stock that it owns.In June 2012, in connection with the pending litigation between the Company and Aruze, Elaine P. Wynn submitted a cross claim against Mr. Wynnand Mr. Okada seeking to void the Stockholders Agreement. Certain Wynn Las Vegas, LLC indentures provide that if Mr. Wynn, together with certain relatedparties, in the aggregate beneficially owns a lesser percentage of the outstanding common stock of the Company than is beneficially owned by any otherperson, a change of control will have occurred. If Elaine P. Wynn prevails in her cross claim, Mr. Wynn would not beneficially own or control Elaine P.Wynn’s shares and a change in control may result under the Wynn Las Vegas, LLC debt documents. For additional information on the cross claim, see Item 8—“Financial Statements and Supplementary Data”, Note 8 “Long-Term Debt” and Note 17 “Commitments and Contingencies”.In November 2006, the Board of Directors of Wynn Resorts approved an amendment of its bylaws that exempts future acquisitions of shares of WynnResorts’ common stock by either Mr. Wynn or Aruze from Nevada’s acquisition of controlling interest statutes. In light of the determination by the Board ofDirectors on February 18, 2012 that each of the Okada Parties is an “Unsuitable Person” under the Company’s articles of incorporation and the redemptionand cancellation of Aruze’s shares of Company common stock, our Fifth Amended and Restated Bylaws amended these provisions to delete the reference toAruze and its affiliates. The Nevada acquisition of controlling interest statutes require stockholder approval in order to exercise voting rights in connectionwith any acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation in effect on the10th day following the acquisition of a controlling interest by certain acquiring persons provide that these statutes do not apply to the corporation or to theacquisition specifically by types of existing or future stockholders. These statutes define a “controlling interest” as (i) one-fifth or more but less than onethird, (ii) one-third or more but less than a majority, or (iii) a majority or more, of the voting power in the election of directors. As a result of these bylawsprovisions, Mr. Wynn or his affiliates may acquire ownership of outstanding voting shares of Wynn Resorts permitting him or them to exercise more thanone-third but less than a majority, or a majority or more, of all of the voting power of the Company in the election of directors, without requiring a resolutionof the Company’s stockholders granting voting rights in the control shares acquired.Our stock price may be volatile.The trading price of our common stock may be subject to wide fluctuations. Our stock price may fluctuate in response to a number of events and factors,such as general United States, China, and world economic and financial conditions, our own quarterly variations in operating results, increased competition,changes in financial estimates and recommendations by securities analysts, changes in applicable laws or regulations, and changes affecting the travelindustry. The stock market in general, and prices for companies in our industry in particular, has experienced extreme volatility that may be unrelated to theoperating performance of a particular company. These broad market and industry fluctuations may adversely affect the price of our common stock, regardlessof our operating performance.Risks Related to our Substantial IndebtednessWe are highly leveraged and future cash flow may not be sufficient for us to meet our obligations, and we might have difficulty obtaining morefinancing.We have a substantial amount of consolidated debt in relation to our equity. As of December 31, 2014, we had total outstanding debt of approximately$7.3 billion, which includes a portion of the funds we expect to need for the development and construction of our projects, Wynn Palace and the Wynn resortin Massachusetts. We may, however, incur additional indebtedness in connection with the construction of these projects. See Item 1—“Business”,“Construction and Development Opportunities”. In addition, we are permitted to incur additional indebtedness if certain conditions are met, includingconditions under our Wynn Macau credit facilities, our Wynn America credit facilities and our Wynn Las Vegas, LLC indentures in connection with otherfuture potential development plans. On February 18, 2012, we issued a Redemption Note with a principal amount of approximately $1.94 billion inredemption of all of the shares of Wynn Resorts common stock held by Aruze. For additional information on the redemption and the Redemption Note, seeItem 3—“Legal Proceedings” and Item 8—“Financial Statements and Supplementary Data”, Note 17 “Commitments and Contingencies”.Our substantial indebtedness could have important consequences. For example: 30Table of Contents•failure to meet our payment obligations or other obligations could result in acceleration of our indebtedness, foreclosure upon our assets that serveas collateral or bankruptcy and trigger cross defaults under other agreements;•servicing our indebtedness requires a substantial portion of our cash flow from the operations of Wynn Las Vegas and Wynn Macau and reduces theamount of available cash, if any, to fund working capital and other cash requirements;•The Okada Parties have challenged the redemption of Aruze’s shares and we are currently involved in litigation with those parties as well as relatedshareholder derivative litigation. The outcome of these various proceedings cannot be predicted. Any adverse judgments or settlements involvingpayment of a material sum of money could cause a material adverse effect on our financial condition and results of operations and could expose usto additional claims by third parties including current or former investors or regulators. Any adverse judgments or settlements would reduce ourprofits and could limit our ability to operate our business. See Item 3—“Legal Proceedings” and Item 8—“Financial Statements and SupplementaryData”, Note 17 “Commitments and Contingencies”;•we may experience decreased revenues from our operations due to decreased consumer spending levels and high unemployment, and could fail togenerate sufficient cash to fund our liquidity needs and/or fail to satisfy the financial and other restrictive covenants to which we are subject underour existing indebtedness. Our business may not generate sufficient cash flow from operations to pay our indebtedness or to fund our other liquidityneeds;•we may not be able to obtain additional financing, if needed, to satisfy working capital requirements or pay for other capital expenditures, debtservice or other obligations; and•rates with respect to a portion of the interest we pay will fluctuate with market rates and, accordingly, our interest expense will increase if marketinterest rates increase.Under the terms of the documents governing our debt facilities, subject to certain limitations, we are permitted to incur indebtedness. If we incuradditional indebtedness, the risks described above will be exacerbated.The agreements governing our debt facilities contain certain covenants that restrict our ability to engage in certain transactions and may impair ourability to respond to changing business and economic conditions.Some of our debt facilities require us to satisfy various financial covenants, which include requirements for minimum interest coverage ratios andleverage ratios pertaining to total debt to earnings before interest, tax, depreciation and amortization and a minimum earnings before interest, tax,depreciation and amortization. For more information on financial covenants we are subject to under our debt facilities, see Item 8—"Financial Statements andSupplementary Data”, Note 8 “Long-Term Debt." Future indebtedness or other contracts could contain covenants more restrictive than those contained in ourexisting debt facilities.The agreements governing our debt facilities also contain restrictions on our ability to engage in certain transactions and may limit our ability torespond to changing business and economic conditions. These restrictions include, among other things, limitations on our ability and the ability of ourrestricted subsidiaries to:•pay dividends or distributions or repurchase equity;•incur additional debt;•make investments;•create liens on assets to secure debt;•enter into transactions with affiliates;•issue stock of, or member’s interests in, subsidiaries;•enter into sale-leaseback transactions;•engage in other businesses;•merge or consolidate with another company;•transfer, sell or otherwise dispose of assets;•issue disqualified stock;•create dividend and other payment restrictions affecting subsidiaries; and•designate restricted and unrestricted subsidiaries.Our ability to comply with the terms of our outstanding facilities may be affected by general economic conditions, industry conditions and other eventsoutside of our control. As a result, we may not be able to maintain compliance with these covenants. If our or our properties’ operations fail to generateadequate cash flow, we may violate those covenants, causing a default under our agreements, which would materially and adversely affect our operatingresults and our financial condition or result in our lenders or holders of our debt taking action to enforce their security interests in our various assets or causeall outstanding amounts to be due and payable immediately.31Table of ContentsITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 2. PROPERTIESMacau Land ConcessionsThe government of Macau owns most of the land in Macau. In most cases, private interests in real property located in Macau are obtained through long-term leases known as concessions and other grants of rights to use land from the government. In July 2004, our subsidiary, Wynn Macau, entered into a landconcession contract under which Wynn Macau leases from the Macau government an approximately 16-acre parcel of land in downtown Macau’s innerharbor area where Wynn Macau is located. The term of the land concession contract is 25 years from August 2004, and it may be renewed with governmentapproval for successive periods. Wynn Macau paid a land concession premium of approximately 319.4 million Macau patacas (approximately US$40 million) for this land concession. In 2009, the Company and the Macau government agreed to modify this land concession as a result of the expansion ofWynn Macau with Encore at Wynn Macau and the additional square footage that was added as a result of such expansion. In November 2009, the Companymade an additional one-time land premium payment of approximately 113.4 million Macau patacas (approximately US $14.2 million). Annual rent ofapproximately 4.2 million Macau patacas (approximately US $525,000) is being paid in accordance with the land concession contract.In September 2011, Palo and Wynn Macau SA, each an indirect subsidiary of Wynn Macau Limited, formally accepted the terms and conditions of adraft land concession contract from the Macau government for approximately 51 acres of land in the Cotai area of Macau. On May 2, 2012, the landconcession contract was gazetted by the government of Macau evidencing the final step in the granting of the land concession. We are currently constructingWynn Palace in the Cotai area of Macau, an integrated resort containing a 1,700-room hotel, performance lake, meeting space, casino, spa, retail offerings andfood and beverage outlets. The total project budget, including construction costs, capitalized interest, pre-opening expenses, land costs and financing fees, is$4.1 billion. As of December 31, 2014, we have invested approximately $1.8 billion in the project. We continue to remain on schedule for an opening in thefirst half of 2016.Las Vegas LandWe own approximately 238 acres of land on or near the Las Vegas Strip consisting of approximately 75 acres at the northeast corner of the intersectionof Las Vegas Boulevard and Sands Avenue, on which Wynn Las Vegas is located, the approximately 140-acre golf course behind Wynn Las Vegas,approximately 5 acres adjacent to the golf course on which an office building is located, and approximately 18 acres located across from the Wynn Las Vegassite at Koval Lane and Sands Avenue, a portion of which is improved with an employee parking garage and an office building.Las Vegas Water RightsWe own approximately 834 acre-feet of permitted and certificated water rights, which we currently use to irrigate the golf course. We also ownapproximately 151.5 acre-feet of permitted and certificated water rights for commercial use. There are significant cost savings and conservation benefitsassociated with using water supplied pursuant to our water rights. We anticipate using our water rights to support future development of the golf course land.Massachusetts LandOn January 2, 2015, we purchased 33 acres of land in Everett, Massachusetts, along the Mystic River. On this land, we intend to develop and operate anintegrated resort containing a hotel, restaurants, casino, spa, premium retail offerings, meeting and convention space and a waterfront boardwalk.ITEM 3. LEGAL PROCEEDINGSWe are occasionally party to lawsuits. As with all litigation, no assurance can be provided as to the outcome of such matters and we note that litigationinherently involves significant costs. For more information regarding the Company’s legal matters see Item 1A—“Risk Factors” and Item 8—“FinancialStatements and Supplementary Data”, Note 17 “Commitments and Contingencies,” in this Annual Report on Form 10-K.32Table of ContentsDetermination of Unsuitability and Redemption of Aruze and AffiliatesOn February 18, 2012, Wynn Resorts’ Gaming Compliance Committee received the Freeh Report detailing a pattern of misconduct by the OkadaParties. The factual record presented in the Freeh Report included evidence that the Okada Parties had provided valuable items to certain foreign gamingofficials who were responsible for regulating gaming in a jurisdiction in which entities controlled by Mr. Okada were developing a gaming resort. Mr. Okadadenied the impropriety of such conduct to members of the Board of Directors of Wynn Resorts and, while serving as one of the Company’s directors, Mr.Okada refused to acknowledge or abide by Wynn Resorts’ anti-bribery policies and refused to participate in the training all other directors receivedconcerning these policies.Based on the Freeh Report, the Board of Directors of Wynn Resorts determined that the Okada Parties are “unsuitable persons” under Article VII of theCompany’s articles of incorporation. The Board of Directors was unanimous (other than Mr. Okada) in its determination. After authorizing the redemption ofthe Aruze shares, as discussed below, the Board of Directors took certain actions to protect the Company and its operations from any influence of anunsuitable person, including placing limitations on the provision of certain operating information to unsuitable persons and formation of an ExecutiveCommittee of the Board to manage the business and affairs of the Company during the period between each annual meeting. The Charter of the ExecutiveCommittee provides that “Unsuitable Persons” are not permitted to serve on the Committee. All members of the Board, other than Mr. Okada, were appointedto the Executive Committee on February 18, 2012. The Board of Directors also requested that Mr. Okada resign as a director of Wynn Resorts (under Nevadacorporation law, a board of directors does not have the power to remove a director) and recommended that Mr. Okada be removed as a member of the Board ofDirectors of Wynn Macau, Limited. On February 18, 2012, Mr. Okada was removed from the Board of Directors of Wynn Las Vegas Capital Corp., an indirectwholly owned subsidiary of Wynn Resorts. On February 24, 2012, Mr. Okada was removed from the Board of Directors of Wynn Macau, Limited and onFebruary 22, 2013, he was removed from the Board of Directors of Wynn Resorts by a stockholder vote in which 99.6% of the over 86 million shares votedwere cast in favor of removal. Mr. Okada resigned from the Board of Directors of Wynn Resorts on February 21, 2013. Although the Company has retainedthe structure of the Executive Committee, the Board has resumed its past role in managing the business and affairs of the Company.Based on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, Wynn Resorts redeemed and canceled Aruze's 24,549,222 shares ofWynn Resorts’ common stock. Following a finding of “unsuitability,” Article VII of Wynn Resorts’ articles of incorporation authorizes redemption at “fairvalue” of the shares held by unsuitable persons. The Company engaged an independent financial advisor to assist in the fair value calculation and concludedthat a discount to the then current trading price was appropriate because of, among other things, restrictions on most of the shares held by Aruze under theterms of the Stockholders Agreement (as defined below). Pursuant to its articles of incorporation, Wynn Resorts issued the Redemption Note to Aruze inredemption of the shares. The Redemption Note has a principal amount of $1.94 billion, matures on February 18, 2022, and bears interest at the rate of 2% perannum, payable annually in arrears on each anniversary of the date of the Redemption Note. The Company may, in its sole and absolute discretion, at anytime and from time to time, and without penalty or premium, prepay the whole or any portion of the principal or interest due under the Redemption Note. Inno instance shall any payment obligation under the Redemption Note be accelerated except in the sole and absolute discretion of Wynn Resorts or asspecifically mandated by law. The indebtedness evidenced by the Redemption Note is and shall be subordinated in right of payment, to the extent and in themanner provided in the Redemption Note, to the prior payment in full of all existing and future obligations of Wynn Resorts or any of its affiliates in respectof indebtedness for borrowed money of any kind or nature.The Company provided the Freeh Report to appropriate regulators and law enforcement agencies and has been cooperating with related investigationsthat such regulators and agencies have undertaken. The conduct of the Okada Parties and any resulting regulatory investigations could have adverseconsequences to the Company and its subsidiaries. A finding by regulatory authorities that Mr. Okada violated anti-corruption statutes and/or other laws orregulations applicable to persons affiliated with a gaming licensee on Company property and/or otherwise involved the Company in criminal or civilviolations could result in actions by regulatory authorities against the Company and its subsidiaries.Redemption Action and CounterclaimOn February 19, 2012, Wynn Resorts filed a complaint in the Eighth Judicial District Court, Clark County, Nevada against the Okada Parties (asamended, the “Complaint”), alleging breaches of fiduciary duty and related claims (the “Redemption Action”) arising from the activities addressed in theFreeh Report. The Company is seeking compensatory and special damages as well as a declaration that it acted lawfully and in full compliance with itsarticles of incorporation, bylaws and other governing documents in redeeming and canceling the shares of Aruze.33Table of ContentsOn March 12, 2012, the Okada Parties removed the action to the United States District Court for the District of Nevada (the action was subsequentlyremanded to Nevada state court). On that same date, the Okada Parties filed an answer denying the claims and a counterclaim (as amended, the“Counterclaim”) that purports to assert claims against the Company and the Wynn Parties. The Counterclaim alleges, among other things: (1) that the sharesof Wynn Resorts common stock owned by Aruze were exempt from the redemption-for-unsuitability provisions in the Wynn Resorts articles of incorporation(the “Articles”) pursuant to certain agreements executed in 2002; (2) that the Wynn Resorts directors who authorized the redemption of Aruze’s shares actedat the direction of Stephen A. Wynn and did not independently and objectively evaluate the Okada Parties’ suitability, and by so doing, breached theirfiduciary duties; (3) that the Wynn Resorts directors violated the terms of the Wynn Resorts Articles by failing to pay Aruze fair value for the redeemedshares; and (4) that the terms of the Redemption Note that Aruze received in exchange for the redeemed shares, including the Redemption Note’s principalamount, duration, interest rate, and subordinated status, were unconscionable. Among other relief, the Counterclaim seeks a declaration that the redemptionof Aruze’s shares was void, an injunction restoring Aruze’s share ownership, damages in an unspecified amount and rescission of the Amended and RestatedStockholders Agreement, dated as of January 6, 2010, by and among Aruze, Stephen A. Wynn, and Elaine Wynn (the “Stockholders Agreement”). On June 19, 2012, Elaine Wynn asserted a cross claim against Stephen A. Wynn and Aruze seeking a declaration that (1) any and all of Elaine Wynn’sduties under the Stockholders Agreement shall be discharged; (2) the Stockholders Agreement is subject to rescission and is rescinded; (3) the StockholdersAgreement is an unreasonable restraint on alienation in violation of public policy; and/or (4) the restrictions on sale of shares shall be construed asinapplicable to Elaine Wynn. The indenture for Wynn Las Vegas, LLC's 4 1/4% Senior Notes due 2023 (the "2023 Indenture") provides that if Stephen A.Wynn, together with certain related parties, in the aggregate beneficially owns a lesser percentage of the outstanding common stock of the Company than arebeneficially owned by any other person, a change of control will have occurred. The indenture for Wynn Las Vegas, LLC's 5 1/2% Senior Notes due 2025(the "2025 Indenture") provides that if any event constitutes a "change of control" under the 2023 Indenture, it will constitute a change of control under the2025 Indenture. If Elaine Wynn prevails in her cross claim, Stephen A. Wynn would not beneficially own or control Elaine Wynn’s shares, which couldincrease the likelihood that a change in control may occur under the Wynn Las Vegas debt documents. Under the 2023 Indenture and the 2025 Indenture, if achange of control occurs and within 60 days after that occurrence, the 4 1/4% Senior Notes due 2023 or the 5 1/2% Senior Notes due 2025, as applicable, arerated below investment grade by both rating agencies that rate such notes, the Company is required to make an offer to each applicable holder to repurchaseall or any part of such holder’s notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on thenotes purchased, if any, to the date of repurchase (unless the notes have been previously called for redemption). Mr. Wynn is opposing Ms. Wynn’s crossclaim.The Company’s Complaint and the Okada Parties’ Counterclaim have been, and continue to be, challenged through motion practice. At a hearing heldon November 13, 2012, the Nevada state court granted the Wynn Parties’ motion to dismiss the Counterclaim with respect to the Okada Parties’ claim underthe Nevada Racketeer Influenced and Corrupt Organizations Act with respect to certain Company executives but otherwise denied the motion. At a hearingheld on January 15, 2013, the court denied the Okada Parties’ motion to dismiss the Company’s Complaint. On April 22, 2013, the Company filed a secondamended complaint. On August 30, 2013, the Okada Parties filed their third amended Counterclaim. On September 18, 2013, the Company filed a PartialMotion to Dismiss related to a claim in the third amended Counterclaim alleging civil extortion by Mr. Wynn and the Company’s General Counsel. OnOctober 29, 2013, the court granted the motion and dismissed the claim. On November 26, 2013, the Okada Parties filed their fourth amended Counterclaim,and the Company filed an answer to that pleading on December 16, 2013.On each of February 14, 2013 and February 13, 2014, the Company issued a check to Aruze in the amount of $38.7 million, representing the interestpayments due on the Redemption Note at those times. However, those checks were not cashed. In February 2014, the Okada Parties advised of their intent todeposit any checks for interest and principal, past and future, due under the terms of the Redemption Note to the clerk of the court for deposit into the clerk’strust account. On March 17, 2014, the parties stipulated that the checks be returned to the Company for reissue in the same amounts, payable to the clerk ofthe court for deposit into the clerk's trust account. Pursuant to the stipulation, on March 20, 2014, the Company delivered to the clerk of the court thereissued checks that were deposited into the clerk's trust account and filed a notice with the court with respect to the same. On February 13, 2015, theCompany issued a check for the interest payment due at that time to the clerk of the court for deposit into the clerk's trust account.On April 8, 2013, the United States Attorney’s Office and the U.S. Department of Justice filed a Motion to Intervene and for Temporary and Partial Stayof Discovery in the Redemption Action. The parties had been engaged in discovery at the time of the filing. The motion stated that the federal governmenthas been conducting a criminal investigation of the Okada Parties involving the “same underlying allegations of misconduct-that is, potential violations ofthe Foreign Corrupt Practice Act and related fraudulent conduct-that form the basis of” the Company’s complaint, as amended, in the Redemption Action.The motion sought to stay all discovery in the Redemption Action related to the Okada Parties’ allegedly unlawful activities in34Table of Contentsconnection with their casino project in the Philippines until the conclusion of the criminal investigation and any resulting criminal prosecution, with aninterim status update to the court in six months. At a hearing on May 2, 2013, the court granted the motion and ordered that all discovery in the RedemptionAction be stayed for a period of six months (the “Stay”). On May 30, 2013, Elaine Wynn filed a motion for partial relief from the Stay, to allow her to conductlimited discovery related to her cross and counterclaims. The Wynn Parties opposed the motion so as to not interfere with the United States government’sinvestigation. At a hearing on August 1, 2013, the court denied the motion. On October 29, 2013, the United States Attorney’s Office and the U.S. Departmentof Justice filed a Motion to Extend the Stay for a further period of six months. At a hearing on October 31, 2013, the court granted the requested extensionbased upon an affidavit provided under seal that outlined, among other things, concerns for witness safety. The court did, however, order the parties toexchange written discovery propounded prior to May 2, 2013, including discovery related to the Elaine Wynn cross and counterclaims referred to above. Theextended Stay expired on May 5, 2014. On April 29, 2014, the United States Attorney's Office and the U.S. Department of Justice filed a Motion for a SecondExtension of Temporary Stay of Discovery for a further six months. At a hearing on May 1, 2014, the court denied the motion. On September 22, 2014, thecourt entered a new stipulation between the parties for discovery schedule with closing on August 1, 2016.On September 16, 2014, Aruze filed a motion for partial summary judgment related to its counterclaim alleging the Company's directors violated theterms of the Articles by failing to pay Aruze fair value for the redeemed shares. At a hearing held on October 21, 2014, the court denied Aruze's motion.On October 10, 2014, the Okada Parties filed a motion for partial judgment on the pleadings principally to seek dismissal of certain breach of fiduciaryclaims against Mr. Okada included in the Company's Complaint. On November 13, 2014, the court denied the motion and issued an order setting the trial andtrial-related dates. The trial is scheduled to begin on February 6, 2017.The Company will continue to vigorously pursue its claims against the Okada Parties, and the Company and the Wynn Parties will continue tovigorously defend against the counterclaims asserted against them. The Company’s claims and the Okada Parties’ counterclaims remain in an early stage andmanagement has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range ofreasonably possible loss, if any. An adverse judgment or settlement involving payment of a material amount could cause a material adverse effect on ourfinancial condition.Litigation Commenced by Kazuo OkadaJapan ActionOn August 28, 2012, Mr. Okada, Universal Entertainment Corporation and Okada Holdings (“Okada Japan Parties”) filed a complaint in Tokyo DistrictCourt against the Wynn Parties, alleging that the press release issued by the Company with respect to the redemption has damaged plaintiffs’ socialevaluation and credibility. The Okada Japan Parties seek damages and legal fees from the Wynn Parties. After asking the Okada Japan Parties to clarify theallegations in their complaint, the Wynn Parties objected to the jurisdiction of the Japanese court. On April 30, 2013, the Wynn Parties filed a memorandumin support of their jurisdictional position. On October 21, 2013, the court dismissed the action on jurisdictional grounds. On November 1, 2013, the OkadaJapan Parties filed an appeal moving the matter to the Tokyo High Court. On June 11, 2014, the Tokyo High Court ruled in favor of the Wynn Parties andupheld the motion for dismissal. On June 25, 2014, the Okada Japan Parties filed a notice of appeal to the Supreme Court of Japan. On October 28, 2014, theWynn Parties received a copy of the brief that the Okada Japan Parties had filed to explain why they believe the Supreme Court of Japan should hear the case.The Wynn Parties filed a reply brief on February 16, 2015.Indemnification ActionOn March 20, 2013, Mr. Okada filed a complaint against the Company in Nevada state court for indemnification under the Company’s Articles, bylawsand agreements with its directors. The complaint sought advancement of Mr. Okada’s costs and expenses (including attorney’s fees) incurred pursuant to thevarious legal proceedings and related regulatory investigations described above. The Company’s answer and counterclaim was filed on April 15, 2013. Thecounterclaim named each of the Okada Parties as defendants and sought indemnification under the Company’s Articles for costs and expenses (includingattorney’s fees) incurred pursuant to the various legal proceedings and related regulatory investigations described above. On April 30, 2013, Mr. Okada filedhis reply to the counterclaim. On February 4, 2014, the court entered an order on the parties’ stipulation that: (1) dismissed all claims Mr. Okada assertedagainst the Company; (2) reserved Mr. Okada’s right to assert, in the future, any claims for indemnity following the resolution of the Redemption Action; and(3) stayed the claims asserted by the Company against Mr. Okada pending the resolution of the Redemption Action.35Table of ContentsManagement has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this action or therange of reasonably possible loss, if any.Related Investigations and Derivative LitigationInvestigationsIn the U.S. Department of Justice’s Motion to Intervene and for Temporary and Partial Stay of Discovery in the Redemption Action, the Department ofJustice states in a footnote that the government also has been conducting a criminal investigation into the Company’s previously disclosed donation to theUniversity of Macau. The Company has not received any target letter or subpoena in connection with such an investigation. The Company intends tocooperate fully with the government in response to any inquiry related to the donation to the University of Macau.Other regulators may pursue separate investigations into the Company’s compliance with applicable laws arising from the allegations in the mattersdescribed above and in response to the Counterclaim and other litigation filed by Mr. Okada suggesting improprieties in connection with the Company’sdonation to the University of Macau. While the Company believes that it is in full compliance with all applicable laws, any such investigations could resultin actions by regulators against the Company. Prior investigations by the Nevada Gaming Control Board and SEC were closed with no actions taken.Derivative ClaimsSix derivative actions were commenced against the Company and all members of its Board of Directors: four in the United States District Court, Districtof Nevada, and two in the Eighth Judicial District Court of Clark County, Nevada.The four federal actions brought by the following plaintiffs have been consolidated: (1) The Louisiana Municipal Police Employees’ RetirementSystem, (2) Maryanne Solak, (3) Excavators Union Local 731 Welfare Fund, and (4) Boilermakers Lodge No. 154 Retirement Fund (collectively, the “FederalPlaintiffs”).The Federal Plaintiffs filed a consolidated complaint on August 6, 2012, asserting claims for: (1) breach of fiduciary duty; (2) waste of corporate assets;(3) injunctive relief; and (4) unjust enrichment. The claims were against the Company and all Company directors, including Mr. Okada, however, theplaintiffs voluntarily dismissed Mr. Okada as a defendant in this consolidated action on September 27, 2012. The Federal Plaintiffs claimed that theindividual defendants breached their fiduciary duties and wasted assets by: (a) failing to ensure the Company’s officers and directors complied with federaland state laws and the Company’s Code of Conduct; (b) voting to allow the Company’s subsidiary to make the donation to the University of Macau; and(c) redeeming Aruze’s stock such that the Company incurs the debt associated with the redemption. The Federal Plaintiffs seek unspecified compensatorydamages, restitution in the form of disgorgement, reformation of corporate governance procedures, an injunction against all future payments related to thedonation/pledge, and all fees (attorneys, accountants, and experts) and costs. The directors responded to the consolidated complaint by filing a motion todismiss on September 14, 2012. On February 1, 2013, the federal court dismissed the complaint for failure to plead adequately the futility of a pre-suitdemand on the Board. The dismissal was without prejudice to the Federal Plaintiffs’ ability to file a motion within 30 days seeking leave to file an amendedcomplaint. On April 9, 2013, the Federal Plaintiffs filed their amended complaint. The Company and the directors filed their motion to dismiss the amendedcomplaint on May 23, 2013. On March 13, 2014, the federal court granted the motion to dismiss and entered judgment in favor of the Company and directorsand against the Federal Plaintiffs without prejudice. On April 10, 2014, the Federal Plaintiffs filed a notice of appeal to the United States Court of Appeals forthe Ninth Circuit. The Federal Plaintiffs' opening brief was filed on September 19, 2014. The Company filed a response on December 18, 2014 and theFederal Plaintiffs’ filed a reply brief on January 30, 2015.The two state court actions brought by the following plaintiffs have also been consolidated: (1) IBEW Local 98 Pension Fund and (2) Danny Hinson(collectively, the “State Plaintiffs”). Through a coordination of efforts by all parties, the directors and the Company (a nominal defendant) have been servedin all of the actions. The State Plaintiffs filed a consolidated complaint on July 20, 2012 asserting claims for (1) breach of fiduciary duty; (2) abuse of control;(3) gross mismanagement; and (4) unjust enrichment. The claims are against the Company and all Company directors during the applicable period, includingMr. Okada, as well as the Company’s Chief Financial Officer who signed financial disclosures filed with the SEC during the applicable periods. The StatePlaintiffs claim that the individual defendants failed to disclose to the Company’s stockholders the investigation into, and the dispute with director Okada aswell as the alleged potential violations of the FCPA related to, the University of Macau Development Foundation donation. The State Plaintiffs seekunspecified monetary damages (compensatory and punitive), disgorgement, reformation of corporate governance procedures, an order directing the Companyto internally investigate the donation, as well as attorneys’ fees and costs. On October 13, 2012, the court entered the parties’36Table of Contentsstipulation providing for a stay of the state derivative action for 90 days, subject to the parties’ obligation to monitor the progress of the pending litigation,discussed above, between Wynn Resorts (among others) and Mr. Okada (among others). Per the stipulation, the Company and the individual defendants werenot required to respond to the consolidated complaint while the stay remained in effect. Following the expiration of the stay, the State Plaintiffs advised theCompany and the individual defendants that they intended to resume the action by filing an amended complaint, which they did, on April 26, 2013. TheCompany and directors filed their motion to dismiss on June 10, 2013. However, on July 31, 2013, the parties agreed to a stipulation that was submitted to,and approved by the court. The stipulation contemplates a stay of the consolidated state court derivative action of equal duration as the Stay entered by thecourt in the Redemption Action. On June 18, 2014, the court entered a new stipulation between the parties that provides for further stay of the state derivativeaction and directs the parties, within 45 days of the conclusion of the latter of the Redemption Action or the federal derivative action, to discuss how the statederivative action should proceed and to file a joint report with the court.The individual defendants are vigorously defending against the claims pleaded against them in the state derivative action. Management hasdetermined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this action or the range of reasonablypossible loss, if any.Massachusetts Gaming License Related ActionsOn September 17, 2014, the MGC designated Wynn MA, an indirect wholly owned subsidiary of the Company, the award winner of the Greater Boston(Region A) gaming license. On November 7, 2014, the gaming license awarded to us became effective.On October 16, 2014, the City of Revere, the host community to the unsuccessful bidder for the same license, and the International Brotherhood ofElectrical Workers, Local 103, filed a complaint against the MGC and each of the five gaming commissioners in Suffolk Superior Court. On December 4,2014, the City of Somerville, a surrounding community to the proposed site which Wynn MA will develop and construct an integrated resort, filed a similarcomplaint against the MGC and each of the five gaming commissioners in Suffolk Superior Court. The complaints challenge the MGC's decision and allegethat the MGC failed to follow statutory requirements outlined in the Gaming Act. The complaints (1) seek to appeal the administrative decision, (2) assertthat certiorari provides a remedy to correct errors in proceedings by an agency such as the MGC, (3) challenge the constitutionality of that section of thegaming law which bars judicial review of the Commission's decision to deny an applicant a gaming license, and (4) allege violations of the open meeting lawrequirements.On January 5, 2015, the City of Boston, filed a complaint against the MGC and each of the five gaming commissioners in Suffolk Superior Court forcertiorari and declaratory relief in connection with the MGC's award of the license to Wynn MA. The complaint seeks to contest the MGC's decision thatBoston is a surrounding community, rather than a host community to the Wynn resort in Massachusetts.Wynn MA is not named in the complaints. Wynn MA has been advised that the Attorney General for the Commonwealth of Massachusetts will beresponding to the complaints.CCAC Information RequestIn July 2014, Wynn Macau SA was contacted by the Macau Commission Against Corruption of Macau (“CCAC”) requesting certain informationrelated to its land in the Cotai area of Macau. Wynn Macau SA is cooperating with CCAC's request.ITEM 4. MINE SAFETY DISCLOSURESNot Applicable.37Table of ContentsPART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIESMarket InformationOur common stock trades on the NASDAQ Global Select Market under the symbol “WYNN.” The following table sets forth the high and low sale pricesfor the indicated periods, as reported by the NASDAQ Global Select Market. High LowYear Ended December 31, 2014 First Quarter$249.31 $189.03Second Quarter$231.00 $188.43Third Quarter$220.50 $172.53Fourth Quarter$192.45 $133.58Year Ended December 31, 2013 First Quarter$126.98 $113.39Second Quarter$144.99 $114.41Third Quarter$159.85 $124.57Fourth Quarter$194.53 $155.77HoldersThere were approximately 193 holders of record of our common stock as of February 13, 2015.DividendsWynn Resorts is a holding company and, as a result, our ability to pay dividends is dependent on our ability to obtain funds and our subsidiaries’ability to provide funds to us. Restrictions imposed by our subsidiaries’ debt instruments significantly restrict certain key subsidiaries, including Wynn LasVegas, LLC, Wynn America, LLC and Wynn Macau SA, from making dividends or distributions to Wynn Resorts. These restrictions are subject to certainexceptions for affiliated overhead expenses as defined in the agreements governing the debt instruments, unless certain financial and non-financial criteriahave been satisfied.In November 2014, we paid a cash dividend of $2.50 per share. In each of February 2014, May 2014, August 2014, we paid a cash dividend of $1.25per share. In December 2013, we paid a cash dividend of $3.00 per share. In each of March 2013, June 2013, August 2013 and November 2013, we paid acash dividend of $1.00 per share.On February 3, 2015, we announced a cash dividend of $1.50 per share, payable on February 23, 2015 to Stockholders of record as of February 13,2015.Our Board of Directors will continue to periodically assess the level and appropriateness of any cash dividends.Issuer Purchases of Equity SecuritiesDuring the fourth quarter of 2014, we had no repurchases of our common stock.38Table of ContentsStock Performance GraphThe graph below compares the five year cumulative total return on our common stock to the cumulative total return of the Standard & Poor’s 500 StockIndex (“S&P 500”) and the Dow Jones US Gambling Index. The performance graph assumes that $100 was invested on December 31, 2009 in each of theCompany’s common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested. The stock price performance shownin this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance.ITEM 6. SELECTED FINANCIAL DATAThe following financial information for each of the five years ended December 31, 2014, 2013, 2012, 2011 and 2010 has been derived from ourconsolidated financial statements. This selected consolidated financial data should be read together with Item 7—“Management’s Discussion and Analysis ofFinancial Condition and Results of Operations”, our consolidated financial statements and related notes and other information contained in this AnnualReport on Form 10-K. Operating results for the periods presented are not indicative of the results that may be expected for future years.39Table of Contents Years Ended December 31, 2014 2013 2012 (1) 2011 2010 (2) (in thousands, except per share amounts)Consolidated Statements of Income Data: Net revenues$5,433,661 $5,620,936 $5,154,284 $5,269,792 $4,184,698Pre-opening costs30,146 3,169 466 — 9,496Operating income1,266,278 1,290,091 1,029,276 1,008,240 625,252Net income962,644 1,004,157 728,699 825,113 316,596Less: net income attributable to noncontrollinginterest(231,090) (275,505) (226,663) (211,742) (156,469)Net income attributable to Wynn Resorts,Limited731,554 728,652 502,036 613,371 160,127Basic income per share$7.25 $7.25 $4.87 $4.94 $1.30Diluted income per share$7.18 $7.17 $4.82 $4.88 $1.29 As of December 31, 2014 2013 2012 (1) 2011 2010 (in thousands, except per share amounts)Consolidated Balance Sheets Data: Cash and cash equivalents$2,182,164 $2,435,041 $1,725,219 $1,262,587 $1,258,499Construction in progress1,666,326 558,624 110,490 28,477 22,901Total assets9,062,861 8,377,030 7,276,594 6,899,496 6,674,497Total long-term obligations (3)7,538,605 6,789,145 6,041,285 3,096,149 3,405,983Stockholders’ equity211,091 132,351 103,932 2,223,454 2,380,585Cash distributions declared per common share$6.25 $7.00 $9.50 $6.50 $8.50(1)On February 18, 2012, we redeemed and canceled Aruze's 24,549,222 shares of Wynn Resorts common stock. In connection with the redemptionand cancellation, stockholders’ equity was reduced by $1.94 billion, the face amount of the Redemption Note. Aruze has challenged theredemption and cancellation of the 24,549,222 shares and legal proceedings are ongoing. Please see Item 3—“Legal Proceedings”.(2)On April 21, 2010, we opened Encore at Wynn Macau, a further expansion of Wynn Macau.(3)Includes long-term debt, the required contract premium payments under our land concession contract at Wynn Macau, future charitablecontributions and deferred income taxes.ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following discussion should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and the notesthereto included elsewhere in this Annual Report on Form 10-K.OverviewWe are a developer, owner and operator of destination casino resorts (integrated resorts). In the Macau Special Administrative Region of the People’sRepublic of China (“Macau”), we own 72% of and operate Wynn Macau and Encore at Wynn Macau. We refer to the integrated Wynn Macau and Encore atWynn Macau resort as Wynn Macau | Encore or as our Macau Operations. In Las Vegas, Nevada, we own 100% of and operate Wynn Las Vegas and Encore atWynn Las Vegas, which we refer to as Wynn Las Vegas | Encore or our Las Vegas Operations. We are currently constructing Wynn Palace, an integratedcasino resort in the Cotai area of Macau. In addition, we are developing an integrated casino resort in Everett, Massachusetts.40Table of ContentsMacau OperationsOur Macau integrated resort of Wynn Macau and Encore at Wynn Macau features approximately 284,000 square feet of casino space with 498 tablegames and 625 slot machines and two luxury hotel towers with a total of 1,008 spacious guest rooms and suites. Wynn Macau | Encore includes casual andfine dining in eight restaurants, approximately 57,000 square feet of retail space, approximately 31,000 square feet of lounge and meeting facilities andrecreation and leisure facilities.In response to our evaluation of our Macau Operations and the reactions of our guests, we have made and expect to continue to make enhancementsand refinements to our resort. In February 2015, we completed a renovation of approximately 27,000 square feet of our casino space at Wynn Macau into newVIP gaming rooms.Las Vegas OperationsOur integrated Las Vegas resort of Wynn Las Vegas and Encore at Wynn Las Vegas features approximately 186,000 square feet of casino space with232 table games, 1,849 slot machines and two luxury hotel towers with a total of 4,748 spacious guest rooms, suites and villas. Wynn Las Vegas | Encoreincludes 34 food and beverage outlets, approximately 99,000 square feet of retail space, approximately 290,000 square feet of meeting and convention space,an on-site 18 hole golf course, a Ferrari and Maserati dealership, as well as two showrooms, three nightclubs and a beach club.In response to our evaluation of our Las Vegas Operations and the reactions of our guests, we have and expect to continue to make enhancements andrefinements to our resort.Future DevelopmentWe are currently constructing Wynn Palace, an integrated resort containing a 1,700-room hotel, performance lake, meeting space, casino, spa, retailofferings and food and beverage outlets in the Cotai area of Macau. In July 2013, we signed a $2.6 billion GMP contract for the project's construction. Thetotal project budget, including construction costs, capitalized interest, pre-opening expenses, land costs and financing fees, is approximately $4.1 billion. Asof December 31, 2014, we have invested approximately $1.8 billion in the project. We expect to open Wynn Palace in the first half of 2016.On September 17, 2014, the Massachusetts Gaming Commission designated Wynn MA, LLC, an indirect wholly owned subsidiary of the Company, theaward winner of the Greater Boston (Region A) gaming license. On November 4, 2014, a vote upheld the expanded gaming law in Massachusetts. OnNovember 7, 2014, the gaming license awarded to us became effective.On January 2, 2015, we purchased 33 acres of land in Everett, Massachusetts, along the Mystic River. On this land, we intend to develop and operate anintegrated resort containing a hotel, restaurants, casino, spa, premium retail offerings, meeting and convention space and a waterfront boardwalk.We continually seek out new opportunities for additional gaming or related businesses, in the United States, and worldwide.Key Operating MeasuresCertain key operating measures specific to the gaming industry are included in our discussion of our operational performance for the periods for whicha Consolidated Statement of Income is presented. Below are definitions of these key operating measures discussed:•Table games win is the amount of drop or turnover that is retained and recorded as casino revenue.•Drop is the amount of cash and net markers issued that are deposited in a gaming table’s drop box.•Turnover is the sum of all losing rolling chip wagers within our Macau Operations’ VIP program.•Rolling chips are identifiable chips that are used to track turnover for purposes of calculating incentives.•Slot win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenue.•Average daily rate (“ADR”) is calculated by dividing total rooms revenue including the retail value of promotional allowances (less servicecharges, if any) by total rooms occupied including complimentary rooms.•Revenue per available room (“REVPAR”) is calculated by dividing total rooms revenue including the retail value of promotional allowances(less service charges, if any) by total rooms available.•Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.41Table of ContentsBelow is a discussion of the methodologies used to calculate win percentage at our resorts.In our VIP casino in Macau, customers primarily purchase non-negotiable chips, commonly referred to as rolling chips, from the casino cage and thereis no deposit into a gaming table drop box from chips purchased from the cage. Non-negotiable chips can only be used to make wagers. Winning wagers arepaid in cash chips. The loss of the non-negotiable chips in the VIP casino is recorded as turnover and provides a base for calculating VIP casino winpercentage. It is customary in Macau to measure VIP casino play using this rolling chip method. We expect our win as a percentage of turnover in thissegment to be within the range of 2.7% to 3.0%.The measurement base used in the mass market casino in Macau is not the same as that used in the VIP casino. In our mass market casino in Macau,customers may purchase cash chips at either the gaming tables or at the casino cage. The cash used to purchase the cash chips at the gaming tables isdeposited into the gaming table’s drop box. This is the base of measurement that we use for calculating win percentage in our mass market casino. We do notreport an expected range for the win percentage in our mass market casino as chips purchased at the casino cage are excluded from table games drop anddistort our expected win percentage. Because of the large number of chip purchases occurring at the casino cage, we believe the relevant indicator of volumesin the mass market segment should be table games win.The measurements in our VIP casino and the mass market casino are not comparable as the mass market casino tracks the initial purchase of chips at thetable while the measurement method in our VIP casino tracks the sum of all losing wagers. Accordingly, the base measurement in the VIP casino is muchlarger than the base measurement in the mass market casino. As a result, the expected win percentage with the same amount of gaming win is smaller in theVIP casino when compared to the mass market casino.In Las Vegas, customers purchase chips at the gaming tables. The cash and net markers used to purchase chips are deposited in the gaming table’s dropbox. This is the base of measurement that we use for calculating win percentage in Las Vegas. Each type of table game has its own theoretical win percentage.Our expected table games win percentage in Las Vegas is 21% to 24%.Results of OperationsSummary annual resultsThe following table summarizes our financial results for the periods presented (in thousands, except per share data). Years Ended December 31, 2014 2013 2012Net revenues$5,433,661 $5,620,936 $5,154,284Net income attributable to Wynn Resorts, Limited$731,554 $728,652 $502,036Diluted net income per share$7.18 $7.17 $4.82Adjusted Property EBITDA$1,773,278 $1,810,801 $1,575,812During the year ended December 31, 2014, our net income attributable to Wynn Resorts, Limited was $731.6 million, an increase of 0.4% over the sameperiod of 2013, resulting in diluted earnings per share of $7.18. Adjusted Property EBITDA decreased year-over-year by 2.1%, from $1,810.8 million for theyear ended December 31, 2013 to $1,773.3 million for the same period of 2014. Our results for the year ended December 31, 2014 compared to the sameperiod of 2013 were primarily attributable to a 5.8% decline in casino revenues from our Macau Operations offset by non-casino revenue growth from our LasVegas Operations. Although we experienced stable overall visitation to our Macau Operations, a significant slowdown in activity from our premiumcustomers drove the decline in casino revenues.During the year ended December 31, 2013, our net income attributable to Wynn Resorts, Limited was $728.7 million, an increase of 45.1% over thesame period of 2012, resulting in diluted earnings per share of $7.17. Adjusted Property EBITDA increased year-over-year by 14.9%, from $1,575.8 millionfor the year ended December 31, 2012 to $1,810.8 million for the same period of 2013. Our results for the year ended December 31, 2013 compared to thesame period of 2012 were primarily driven by an increase of 10.6%, or $365.4 million in casino revenue from our Macau Operations and an increase of15.3%, or $90.5 million in casino revenues from our Las Vegas Operations.42Table of ContentsFinancial results for the year ended December 31, 2014 compared to the year ended December 31, 2013.Net revenuesThe following table presents net revenues from our Macau and Las Vegas Operations (in thousands): Years Ended December 31, 2014 2013 PercentChangeNet revenues Macau Operations$3,796,750 $4,040,526 (6.0)Las Vegas Operations1,636,911 1,580,410 3.6 $5,433,661 $5,620,936 (3.3) Net revenues decreased 3.3% to $5,433.7 million for the year ended December 31, 2014, from $5,620.9 million for the same period in 2013. Thedecline in net revenues was primarily driven by a decrease of 5.8%, or $221.1 million in casino revenue from our Macau Operations, partially offset by anincrease of 5.8%, or $51.8 million, in non-casino revenues from our Las Vegas Operations.Non-casino revenues consist of operating revenues from rooms, food and beverage, entertainment, retail and other, less promotional allowances. Thefollowing table presents net revenues from our casino revenues and non-casino revenues (in thousands). Years Ended December 31, 2014 2013 PercentChangeNet revenues Casino revenues$4,274,221 $4,490,637 (4.8)Non-casino revenues1,159,440 1,130,299 2.6 $5,433,661 $5,620,936 (3.3)Casino revenues were 78.7% of total net revenues for the year ended December 31, 2014 compared to 79.9% of total net revenues for the same period of2013, while non-casino revenues were 21.3% of total net revenues compared to 20.1% in the prior year.Casino revenuesCasino revenues decreased 4.8% to $4,274.2 million for the year ended December 31, 2014, from $4,490.6 million in the same period of 2013. OurMacau Operations experienced a year-over-year decrease in casino revenues of 5.8% from $3,807.9 million to $3,586.8 million. The decrease is primarily dueto a decrease from our VIP gaming operations, partially offset by an increase of 7.1% in table games win percentage from our mass market gaming operations.Our VIP gaming operations experienced a 12.1% reduction in turnover and a decline in win as a percentage of turnover from 3.01% to 2.82%. Las VegasOperations were relatively flat year-over-year with casino revenues of $687.4 million for the year ended December 31, 2014 compared to $682.8 million inthe same period of 2013.43Table of ContentsThe table below sets forth our casino revenues and associated key operating measures for our Macau and Las Vegas Operations (in thousands, exceptfor win per unit per day and average number of table games and slots). Years Ended December 31, 2014 2013 Increase/(Decrease) PercentChangeMacau Operations: Total casino revenues$3,586,781 $3,807,850 $(221,069) (5.8)Average number of table games461 491 (30) (6.1)VIP VIP turnover$108,077,342 $122,991,763 $(14,914,421) (12.1)VIP win as a % of turnover2.82% 3.01% (0.19) Mass market Drop (1)$2,650,359 $2,633,870 $16,489 0.6Table games win$1,187,997 $992,872 $195,125 19.7Table games win % (1)44.8% 37.7% 7.1 Table games win per unit per day$16,154 $13,098 $3,056 23.3 Average number of slot machines679 866 (187) (21.6)Slot machine handle$5,415,127 $4,846,938 $568,189 11.7Slot machine win$264,763 $245,578 $19,185 7.8Slot machine win per unit per day$1,068 $777 $291 37.5 Las Vegas Operations: Total casino revenues$687,440 $682,787 $4,653 0.7Average number of table games232 233 (1) (0.4)Drop$2,556,452 $2,617,634 $(61,182) (2.3)Table games win$623,968 $657,927 $(33,959) (5.2)Table games win %24.4% 25.1% (0.7) Table games win per unit per day$7,354 $7,729 $(375) (4.9) Average number of slot machines1,858 2,030 (172) (8.5)Slot machine handle$3,008,563 $2,874,646 $133,917 4.7Slot machine win$186,458 $177,452 $9,006 5.1Slot machine win per unit per day$275 $239 $36 15.1 (1)Customers purchase mass market casino gaming chips at either the gaming tables or the casino cage. Chips purchased at the casino cage areexcluded from table games drop and will increase the expected win percentage. Because of the large number of chip purchases occurring at thecasino cage in our Macau mass market casino, we believe the relevant indicator of volumes in the mass market casino should be actual tablegames win.Non-casino revenuesNon-casino revenues increased 2.6%, or $29.1 million, to $1,159.4 million for the year ended December 31, 2014, from $1,130.3 million for the sameperiod of 2013, driven by a 10.3% increase in rooms revenue.Rooms revenue increased 10.3%, or $50.5 million, to $542.8 million for the year ended December 31, 2014, from $492.2 million in the same period of2013. Our Las Vegas Operations accounted for $31.4 million of the increase, while Macau Operations accounted for $19.1 million, both experiencing anincrease in ADR and occupancy.44Table of ContentsThe table below sets forth our rooms revenue and associated key operating measures for our Macau and Las Vegas Operations. Years Ended December 31, 2014 2013 PercentChange (a)Macau Operations: Total rooms revenue (in thousands)$133,781 $114,638 16.7Occupancy98.4% 95.5% 2.9ADR$333 $313 6.4REVPAR$327 $299 9.4 Las Vegas Operations: Total rooms revenue (in thousands)$408,981 $377,592 8.3Occupancy86.9% 84.6% 2.3ADR$274 $258 6.2REVPAR$238 $218 9.2(a) Except occupancy, which is presented as a percentage point change.Food and beverage revenues increased 3.1%, or $18.0 million, to $604.7 million for the year ended December 31, 2014, from $586.7 million for thesame period of 2013. The increase is primarily a result of an increase in revenues at our Las Vegas Operations.Entertainment, retail and other decreased 4.2%, or $17.5 million, to $401.2 million for the year ended December 31, 2014, from $418.7 million for thesame period of 2013. The decrease is primarily due to a decline in revenue from retail shops at our Macau Operations.Promotional allowances increased 6.0%, or $21.9 million, to $389.2 million for the year ended December 31, 2014, from $367.3 million for the sameperiod of 2013. As a percentage of total casino revenues, promotional allowances were 9.1% for the year ended December 31, 2014 compared to 8.2% for thesame period of 2013.Operating costs and expensesOperating costs and expenses decreased 3.8%, or $163.5 million, to $4,167.4 million for the year ended December 31, 2014, from $4,330.8 million forthe same period of 2013. The reduction was primarily driven by decreases of casino expenses and depreciation and amortization, partially offset by increasesin general and administrative expenses and pre-opening costs.Casino expenses decreased 6.3%, or $179.5 million, to $2,667.0 million for the year ended December 31, 2014, from $2,846.5 million for the sameperiod of 2013, primarily due to lower gaming taxes from the 39.0% gross win tax incurred at our Macau Operations. The decline in gaming taxes wascommensurate with the 5.8% decrease in casino revenues at our Macau Operations.Rooms expense increased 11.1%, or $14.8 million, to $148.3 million for the year ended December 31, 2014, from $133.5 million for the same period of2013. The increase is due to certain rooms expense from our Las Vegas Operations to maintain a premium guest experience and expenses associated with theincrease in occupancy over the prior year at both our Macau and Las Vegas Operations.Food and beverage expenses increased 4.2%, or $13.6 million, to $337.2 million for the year ended December 31, 2014, from $323.6 million for thesame period of 2013. The increase in food and beverage expenses is primarily a result of higher costs in the current period for entertainment at Wynn LasVegas nightclubs.General and administrative expenses increased 9.7%, or $43.7 million, to $492.5 million for the year ended December 31, 2014, from $448.8 million inthe same period of 2013 primarily from our Macau Operations. Our Macau Operations experienced an increase compared to the prior year in labor costs,along with certain property maintenance and repair expenses45Table of Contentsand other miscellaneous items. Our Macau Operations incurred additional general and administrative labor costs associated with a new 2014 bonus programfor non-management employees.Pre-opening costs were $30.1 million for the year ended December 31, 2014, compared to $3.2 million for the same period of 2013 and were primarilyassociated with the design and planning for Wynn Palace. We expect our pre-opening costs to increase in the future as the construction and development ofWynn Palace progresses toward the expected completion in the first half of 2016 and with the beginning of development for the Wynn resort inMassachusetts.Depreciation and amortization decreased 15.3%, or $56.9 million, to $314.1 million for the year ended December 31, 2014, from $371.1 million for thesame period of 2013 due to certain Las Vegas Operations assets with a five year useful life becoming fully depreciated.Interest expense, net of capitalized interestInterest expense, net of capitalized interest, increased 5.4%, or $16.0 million, to $315.1 million for the year ended December 31, 2014, up from $299.0million for the same period of 2013, attributable to a $39.0 million increase in interest expense partially offset by a $23.0 million increase in capitalizedinterest. During 2013, we completed issuances of $500 million 4 1/4% senior notes, $600 million 5 1/4% senior notes and exercised our option to increaseour Macau senior term loan facility by $200 million. During the first quarter of 2014, we issued an additional $750 million of 5 1/4% senior notes. Theseissuances of long-term debt were partially offset by the principal repayment of $500 million 7 7/8% first mortgage notes through a cash tender offer in May2013 and redemption of untendered notes in November 2013. In addition, our interest expense associated with our first mortgage notes reduced year-over-year as a result of open market repurchases we made during 2014. Capitalized interest increased due to the construction costs of Wynn Palace. Capitalizedinterest will continue to increase with the ongoing borrowings and construction costs related to Wynn Palace.Other non-operating income and expensesWe incurred a loss of $9.6 million on the extinguishment of debt for the year ended December 31, 2014 compared to a loss of $40.4 million for thesame period of 2013. During the year ended December 31, 2014, the loss was due to the premium paid on the purchase of first mortgage notes due in 2020through open market transactions and the write-off of related unamortized deferred financing costs and original issue discount. During the year endedDecember 31, 2013, the loss was primarily from the premium paid in the cash tender offer of our first mortgage notes due in 2017 and the write-off of relatedunamortized deferred financing costs and original issue discount.We incurred a loss of $4.4 million for the year ended December 31, 2014 from the decrease in the fair value of our interest rate swaps compared to a gainof $14.2 million from the increase in fair value for the same period in 2013.Interest income was $20.4 million for the year ended December 31, 2014, compared to $15.7 million for the same period in 2013. During 2014 and2013, our short-term investment strategy has been to preserve capital while retaining sufficient liquidity. The majority of our short-term investments were intime deposits, fixed deposits and money market accounts with a maturity of three months or less.Income TaxesFor the years ended December 31, 2014 and 2013, we recorded a tax benefit of $3.8 million and $17.6 million, respectively. For the year endedDecember 31, 2014, our benefit for income taxes primarily relates to a release of valuation allowance on prior year foreign tax credits resulting from theimplementation of a tax planning strategy. For the year ended December 31, 2013, our income tax benefit is primarily related to a decrease in our deferred taxliabilities reduced by foreign taxes assessable on the dividends of Wynn Macau SA. Since June 30, 2010, we have no longer considered our portion of the taxearnings and profits of Wynn Macau, Limited to be permanently reinvested. No additional U.S. tax provision has been made with respect to amounts notconsidered permanently reinvested as we anticipate that U.S. foreign tax credits should be sufficient to eliminate any U.S. tax provision relating to suchrepatriation. We have not provided deferred U.S. income taxes or foreign withholding taxes on temporary differences which are considered indefinitelyreinvested.Wynn Macau SA received an exemption from Macau’s 12% Complementary Tax on casino gaming profits through December 31, 2015. Accordingly,we were exempt from the payment of $99.4 million and $107.3 million in such taxes during the year ended December 31, 2014 and 2013, respectively. Ournon-gaming profits remain subject to the Macau Complementary Tax and casino winnings remain subject to the Macau Special Gaming tax and other leviestogether totaling 39% in accordance with our concession agreement.46Table of ContentsIn December 2013, we received notification that for the 2014 tax year we had been accepted for the Compliance Maintenance phase of the InternalRevenue Service ("IRS") Compliance Assurance Program ("CAP"), which accelerates IRS examination of key transactions with the goal of resolving anyissues before the taxpayer files its return. In the Compliance Maintenance phase, the IRS, at its discretion, may reduce the level of review of the taxpayer's taxpositions based on the complexity and number of issues, and the taxpayer's history of compliance, cooperation and transparency in the CAP. In February 2014, we received notification that the IRS completed its examination of our 2012 U.S. income tax return and had no changes. In December2014, we received notification that we were accepted into the Compliance Maintenance phase of CAP for the 2015 tax year.In March 2013, the Financial Services Bureau commenced an examination of the 2009, 2010, and 2011 Macau income tax returns of Wynn Macau SAIn December 2014, Wynn Macau SA reached an agreement with the Macau Financial Services Bureau regarding issues raised during its examination. Whileno additional tax was due as a result of the examination, adjustments were made to Wynn Macau SA's foreign net operating loss carryforwards. On December31, 2014, the statute of limitations for the 2009 Macau Complementary tax return expired.Net income attributable to noncontrolling interestsNet income attributable to noncontrolling interests was $231.1 million for the year ended December 31, 2014, compared to $275.5 million for the yearended December 31, 2013. These amounts represent the noncontrolling interests’ share of net income from Wynn Macau, Limited for each year.Financial results for the year ended December 31, 2013 compared to the year ended December 31, 2012.Net RevenuesThe following table presents net revenues from our Macau and Las Vegas Operations (in thousands): Years Ended December 31, 2013 2012 PercentChangeNet revenues Macau Operations$4,040,526 $3,667,454 10.2Las Vegas Operations1,580,410 1,486,830 6.3 $5,620,936 $5,154,284 9.1 Net revenues increased 9.1% to $5,620.9 million for the year ended December 31, 2013, from $5,154.3 million for the same period in 2012. The netrevenue growth was primarily driven by an increase of 10.6%, or $365.4 million in casino revenue from our Macau Operations and an increase of 15.3%, or$90.5 million in casino revenues from our Las Vegas Operations.The following table presents net revenues from our casino revenues and non-casino revenues (in thousands). Years Ended December 31, 2013 2012 PercentChangeNet revenues Casino revenues$4,490,637 $4,034,759 11.3Non-casino revenues1,130,299 1,119,525 1.0 $5,620,936 $5,154,284 9.1Casino revenues were 79.9% of total net revenues for the year ended December 31, 2013 compared to 78.3% of total net revenues for the same period of2012, while non-casino revenues were 20.1% of total net revenues compared to 21.7% in the prior year.47Table of ContentsCasino RevenuesCasino revenues increased 11.3% to $4,490.6 million for the year ended December 31, 2013, from $4,034.8 million in the same period of 2012. OurMacau Operations experienced a year-over-year increase in casino revenues of 10.6% from $3,442.5 million to $3,807.9 million. The increase is primarilydue to stronger table game volumes in both mass market and VIP gaming operations. Our Las Vegas Operations experienced a 15.3% increase in casinorevenues from $592.3 million for the year ended December 31, 2012 to $682.8 million in the same period of 2013 due to a significant increase in our tablegames win percentage.The table below sets forth our casino revenues and associated key operating measures for our Macau and Las Vegas Operations (in thousands, exceptfor win per unit per day and average number of table games and slots). Years Ended December 31, 2013 2012 Increase/(Decrease) PercentChangeMacau Operations: Total casino revenues$3,807,850 $3,442,451 $365,399 10.6Average number of table games491 489 2 0.4VIP VIP turnover$122,991,763 $119,251,854 $3,739,909 3.1VIP win as a % of turnover3.01% 2.84% 0.17 Mass market Drop (1)$2,633,870 $2,764,664 $(130,794) (4.7)Table games win$992,872 $843,001 $149,871 17.8Table games win % (1)37.7% 30.5% 7.2 Table games win per unit per day$13,098 $11,549 $1,549 13.4 Average number of slot machines866 941 (75) (8.0)Slot machine handle$4,846,938 $4,697,463 $149,475 3.2Slot machine win$245,578 $247,020 $(1,442) (0.6)Slot machine win per unit per day$777 $718 $59 8.2 Las Vegas Operations: Total casino revenues$682,787 $592,308 $90,479 15.3Average number of table games233 220 13 5.9Drop$2,617,634 $2,591,833 $25,801 1.0Table games win$657,927 $567,014 $90,913 16.0Table games win %25.1% 21.9% 3.2 Table games win per unit per day$7,729 $7,031 $698 9.9 Average number of slot machines2,030 2,358 (328) (13.9)Slot machine handle$2,874,646 $2,908,678 $(34,032) (1.2)Slot machine win$177,452 $177,420 $32 —Slot machine win per unit per day$239 $206 $33 16.0(1)Customers purchase mass market casino gaming chips at either the gaming tables or the casino cage. Chips purchased at the casino cage areexcluded from table games drop and will increase the expected win percentage. Because of the large number of chip purchases occurring at thecasino cage in our Macau mass market casino, we believe the relevant indicator of volumes in the mass market casino should be table gameswin.Non-casino revenuesNon-casino revenues increased 1.0%, or $10.8 million, to $1,130.3 million for the year ended December 31, 2013, from $1,119.5 million for the sameperiod of 2012.48Table of ContentsRooms revenue increased 2.6%, or $12.2 million, to $492.2 million for the year ended December 31, 2013, from $480.0 million in the same period of2012. Rooms revenue at our Las Vegas Operations increased 4.2%, or $15.3 million, due to increased occupancy and an increase in room rates compared to2012. Rooms revenue at our Macau Operations decreased 2.6%, or $3.0 million, to $114.6 million compared to the prior year period of $117.7 million.During 2013, we renovated approximately 600 guest rooms in the original Wynn Macau tower, contributing to an approximate 4.8% reduction in the numberof available room-nights during the year.The table below sets forth our rooms revenue and associated key operating measures for our Macau and Las Vegas Operations. Years Ended December 31, 2013 2012 PercentChange (a)Macau Operations: Total rooms revenue (in thousands)$114,638 $117,666 (2.6)Occupancy95.5% 93.0% 2.5ADR$313 $315 (0.6)REVPAR$299 $293 2.0 Las Vegas Operations: Total rooms revenue (in thousands)$377,592 $362,317 4.2Occupancy84.6% 82.9% 1.7ADR$258 $252 2.4REVPAR$218 $209 4.3(a)Except occupancy, which is presented as a percentage point change.Entertainment, retail and other revenues were relatively flat at $418.7 million for the year ended December 31, 2013 compared $417.2 million for thesame period in 2012. An increase in retail revenues at our Macau Operations from stronger business in leased stores and Las Vegas Operations with thecompleted reconfiguration of certain stores in our retail area during 2012 was offset by a decrease in entertainment revenues. Decline in entertainmentrevenues was driven by a Las Vegas show which ended its run in November 2012.Operating costs and expensesOperating costs and expenses increased 5.0%, or $205.8 million, to $4,330.8 million for the year ended December 31, 2013, from $4,125.0 million forthe same period of 2012.Casino expenses increased 8.4%, or $219.7 million, to $2,846.5 million for the year ended December 31, 2013, from $2,626.8 million for the sameperiod of 2012. The increase was due primarily to higher gaming taxes commensurate with the increase in casino revenue at our Las Vegas Operations andMacau Operations (where we incur a gaming tax and other levies at a rate totaling 39% in accordance with the concession agreement).Food and beverage expenses increased 4.9%, or $15.2 million, to $323.6 million for the year ended December 31, 2013, from $308.4 million for thesame period of 2012. The increase in food and beverage expenses is primarily due to additional nightclub promotional costs at our Las Vegas Operations.Entertainment, retail and other expenses decreased 7.7%, or $14.6 million, to $175.3 million for the year ended December 31, 2013, from $189.8million for the same period of 2012 due primarily to a Las Vegas show that ended its run in November 2012.General and administrative expenses increased 1.6%, or $7.1 million, to $448.8 million for the year ended December 31, 2013 from $441.7 million inthe same period of 2012. The increase was primarily due to higher stock-based compensation expense related to the accelerated vesting of a restricted stockaward that was previously granted to our former chief operating officer and increased development costs. The increase was partially offset by higher expensesincurred during the prior year related to the share redemption and litigation with a former shareholder.49Table of ContentsProvision for doubtful accounts decreased 34.3%, or $6.2 million, to $11.9 million for the year ended December 31, 2013, from $18.1 million for thesame period of 2012. During years ended 2013 and 2012, we recorded adjustments of $14.9 million and $30.9 million, respectively, to our reserve estimatesfor casino accounts receivable based on the results of historical collection patterns and current collection trends.Pre-opening costs were $3.2 million for the year ended December 31, 2013, compared to $0.5 million for the same period of 2012 and were attributableto Wynn Palace. We began to incur pre-opening costs during October 2012 related to the design and planning for Wynn Palace.Depreciation and amortization for the year ended December 31, 2013, was $371.1 million compared to $373.2 million for the year ended December 31,2012. During the construction of our resorts, costs incurred in the construction of the buildings, improvements to land and the purchases of assets for use inoperations were capitalized. Once these resorts opened, their assets were placed into service and we began recognizing the associated depreciation expense.Depreciation expenses will continue throughout the estimated useful lives of these assets. In addition, we continually evaluate the useful life of our propertyand equipment, intangible assets and other assets and adjust them when warranted. The maximum useful life of assets at our Macau Operations is theremaining life of the gaming concession or land concession, which currently expire in June 2022 and August 2029, respectively. Consequently, depreciationrelated to our Macau Operations is charged on an accelerated basis when compared to our Las Vegas Operations.Property charges and otherProperty charges and other for the year ended December 31, 2013, was $17.1 million compared to $40.0 million for the year ended December 31, 2012.For the year ended December 31, 2013, property charges and other related primarily to miscellaneous renovations and abandonments at our resorts, a contracttermination fee and entertainment development costs. For the year ended December 31, 2012, property charges and other related primarily to a remodel of aLas Vegas restaurant, charges related to the cancellation of a Las Vegas show which ended its run in November 2012, and miscellaneous renovations andabandonments.Interest expense, net of capitalized interestInterest expense was $299.0 million, net of capitalized interest of $10.5 million, for the year ended December 31, 2013, compared to $288.8 million,net of capitalized interest of $2.0 million, for the year ended December 31, 2012. Our interest expense increased compared to the prior year period primarilydue to the issuance of $500 million 4 1/4% senior notes in May 2013 and a full period of expense for the $1.94 billion Redemption Note and $900 million 53/8% first mortgage notes, which were issued in 2012. Capitalized interest increased due to the construction costs of Wynn Palace.Other non-operating costs and expensesInterest income was $15.7 million and $12.5 million for the years ended December 31, 2013 and 2012, respectively. This increase is mainly due tohigher cash balances during 2013. During 2013 and 2012, our short-term investment strategy was to preserve capital while retaining sufficient liquidity. Themajority of our short-term investments were primarily in money market accounts, time deposits and fixed deposits with a maturity of three months or less.We recorded a gain of $14.2 million and $1.0 million for the years ended December 31, 2013 and December 31, 2012, respectively, resulting from thechanges in the fair value of our interest rate swaps during those years.During the year ended December 31, 2013, we recognized $40.4 million in loss from extinguishment of debt. On May 22, 2013, Wynn Las Vegascompleted the purchase of $274.7 million of the 7 7/8% First Mortgage Notes due 2017 (the “2017 Notes”) pursuant to a tender offer for any and all of the2017 Notes. In connection with this tender offer, Wynn Las Vegas, LLC paid $19.6 million in consideration to holders who tendered their notes.Additionally, Wynn Las Vegas, LLC expensed $6.7 million of unamortized financing costs and original issue discount related to the 2017 Notes andincurred other fees of approximately $0.3 million related to the tender offer. On November 1, 2013, Wynn Las Vegas, LLC redeemed the untendered 2017Notes plus accrued and unpaid interest. As a result of the redemption, we incurred redemption fees of $8.9 million and expensed $4.9 million of unamortizedfinancing costs and original issue discount.During the year ended December 31, 2012, we recognized $25.2 million in loss from extinguishment of debt primarily attributable to the amendment ofour credit agreements. In March 2012, Wynn Las Vegas, LLC entered into an eighth amendment to its Amended and Restated Credit Agreement (the “WynnLas Vegas Credit Agreement”). In connection with this50Table of Contentsamendment, Wynn Las Vegas, LLC prepaid all term loans under the Wynn Las Vegas Credit Agreement, terminated all of its revolving credit commitmentsthat were due to expire in 2013, and terminated all but $100 million of its revolving credit commitments expiring in 2015. In connection with thistransaction, we expensed deferred financing fees of $4.8 million. Additionally, as described in Item 8—“Financial Statements and Supplementary Data”, Note8 “Long-Term Debt” to our Consolidated Financial Statements, we amended our Wynn Macau credit facilities in July 2012. In connection with amending theWynn Macau credit facilities, we expensed $17.7 million of deferred financing costs and third party fees. Income TaxesFor the year ended December 31, 2013, we recorded a tax benefit of $17.6 million, and for the year ended December 31, 2012, we recorded a taxexpense of $4.3 million. Our income tax benefit was primarily related to a decrease in our deferred tax liabilities reduced by foreign taxes assessable on thedividends of Wynn Macau SA. Since June 30, 2010, we have no longer considered our portion of the tax earnings and profits of Wynn Macau, Limited to bepermanently reinvested. No additional U.S. tax provision has been made with respect to amounts not considered permanently reinvested as we anticipate thatU.S. foreign tax credits should be sufficient to eliminate any U.S. tax provision relating to such repatriation. We have not provided deferred U.S. income taxesor foreign withholding taxes on temporary differences which are considered indefinitely reinvested.On November 30, 2010, Wynn Macau SA received an exemption from Macau’s 12% Complementary Tax on casino gaming profits, thereby exemptingthe casino gaming profits of Wynn Macau SA through December 31, 2015. Accordingly, we were exempted from the payment of approximately $107.3million and $87.1 million in such taxes for the years ended December 31, 2013 and 2012, respectively. Our non-gaming profits remain subject to the MacauComplementary Tax and casino winnings remain subject to the Macau Special Gaming tax and other levies at a rate totaling 39% in accordance with ourconcession agreement.In April 2012, the Company reached an agreement with the Appellate division of the IRS regarding issues raised during the examination of the 2006through 2009 U.S. income tax returns. The settlement with the Appellate division did not impact the Company’s unrecognized tax benefits. The settlement ofthe 2006 through 2009 examination issues resulted in a cash tax payment of $1.3 million and the utilization of $3.1 million and $0.9 million in foreign taxcredit and general business credit carryforwards, respectively.During December 2012, the IRS completed an examination of the Company’s 2010 U.S. income tax return and had no changes. In May 2013, theCompany received notification that the IRS completed its examination of the Company’s 2011 U.S. income tax return and had no changes.In July 2012, the Macau Financial Services Bureau commenced an examination of the 2008 Macau income tax return of Wynn Macau SA. In November2012, the Company received the results of the examination. While no additional tax was due, adjustments were made to the Company’s foreign net operatingloss carryforwards.In January 2013, the Macau Financial Services Bureau examined the 2009 and 2010 Macau income tax returns of Palo, which is a co-holder of the landconcession for Wynn Palace. The exam resulted in no change to the tax returns.Net income attributable to noncontrolling interestsNet income attributable to noncontrolling interests of $275.5 million for the year ended December 31, 2013, compared to $226.7 million for the yearended December 31, 2012. These amounts represent the noncontrolling interests’ share of net income from Wynn Macau, Limited for each year.51Table of ContentsAdjusted Property EBITDAWe use Adjusted Property EBITDA to manage the operating results of our segments. Adjusted Property EBITDA is earnings before interest, taxes,depreciation, amortization, pre-opening costs, property charges and other, corporate expenses, intercompany golf course and water rights leases, stock-basedcompensation, and other non-operating income and expenses, and includes equity in income from unconsolidated affiliates. Adjusted Property EBITDA ispresented exclusively as a supplemental disclosure because we believe that it is widely used to measure the performance, and as a basis for valuation, ofgaming companies. We use Adjusted Property EBITDA as a measure of the operating performance of our segments and to compare the operating performanceof our properties with those of our competitors. We also present Adjusted Property EBITDA because it is used by some investors as a way to measure acompany’s ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reportedEBITDA as a supplement to financial measures in accordance with U.S. generally accepted accounting principles (“GAAP”). In order to view the operationsof their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDA calculations pre-openingexpenses, property charges, corporate expenses and stock-based compensation that do not relate to the management of specific casino properties. However,Adjusted Property EBITDA should not be considered as an alternative to operating income as an indicator of our performance, as an alternative to cash flowsfrom operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income,Adjusted Property EBITDA does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the costof capital. We have significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, taxes and other non-recurringcharges, which are not reflected in Adjusted Property EBITDA. Also, our calculation of Adjusted Property EBITDA may be different from the calculationmethods used by other companies and, therefore, comparability may be limited.The following table summarizes Adjusted Property EBITDA (in thousands) for our Macau and Las Vegas Operations as reviewed by management andsummarized in Item 8—“Financial Statements and Supplementary Data”, Note 18 “Segment Information.” That footnote also presents a reconciliation ofAdjusted Property EBITDA to net income. Years Ended December 31, 2014 2013 2012Macau Operations$1,258,082 $1,324,119 $1,167,340Las Vegas Operations515,196 486,682 408,472 $1,773,278 $1,810,801 $1,575,812Adjusted Property EBITDA at our Macau Operations decreased year-over-year by 5.0% for the year ended December 31, 2014 due to decline in VIPturnover, partially offset by an increase in table games win from our mass market gaming operations. Adjusted Property EBITDA at our Las Vegas Operationsincreased year-over-year by 5.9% for the year ended December 31, 2014 driven by our non-casino revenue performance.Adjusted Property EBITDA at our Macau and Las Vegas Operations increased year-over-year by 13.4% and 19.1% for the year ended December 31,2013, respectively. Both benefited from stronger operating results primarily in the casino department due to an increase in table games volume and winpercentage.Refer to the discussions above regarding the specific details of our results of operations.Liquidity and Capital ResourcesOperating ActivitiesOur operating cash flows primarily consist of our operating income generated by our Macau and Las Vegas Operations (excluding depreciation andother non-cash charges), interest paid and earned, and changes in working capital accounts such as receivables, inventories, prepaid expenses, and payables.Our table games play both in Macau and Las Vegas is a mix of cash play and credit play, while our slot machine play is conducted primarily on a cash basis.A significant portion of our table games revenue is attributable to the play of a limited number of premium international customers that gamble on credit. Theability to collect these gaming receivables may impact our operating cash flow for the period. Our rooms, food and beverage, and entertainment, retail, andother revenue is conducted primarily on a cash basis or as a trade receivable. Accordingly, operating cash flows will be impacted by changes in operatingincome and accounts receivables.52Table of ContentsNet cash provided by operations for the year ended December 31, 2014 was $1,098.3 million compared to $1,676.6 million provided by operations forthe year ended December 31, 2013. The decline in cash provided by operations was primarily due to a decrease in our accounts payable, accrued expensesand customer deposits and from a reduction in operating income driven by our casino revenue results. Net cash provided by operations for the year endedDecember 31, 2013 was $1,676.6 million compared to $1,185.7 million provided by operations for the year ended December 31, 2012. Cash flow fromoperations improved due to significant changes in ordinary working capital accounts such as accounts payable and accrued expenses. Also benefitingoperating cash flow for the year ended December 31, 2013 was increased operating income that was driven primarily by stronger operating results in thecasino department.Investing ActivitiesNet cash used in investing activities for the year ended December 31, 2014 was $1,114.4 million compared to net cash used in investing activities of$677.6 million for the same period in 2013. During the year ended December 31, 2014, we had $1,127.0 million in capital expenditures, net of constructionpayables and retention, primarily for Wynn Palace construction. In addition, we used $218.9 million in cash for deposits primarily associated with the WynnPalace construction and for payment of our Massachusetts gaming license. Net cash used in investing activities for the year ended December 31, 2014 waspartially offset by proceeds of $198.9 million provided by restricted cash that we applied to repayment of certain Wynn Palace related construction anddevelopment costs. The primary use of cash for the year ended December 31, 2013 was $506.8 million for capital expenditures related to site preparationcosts for Wynn Palace land and various renovations at our resorts including Wynn Macau guest room renovations.Net cash used in investing activities for the year ended December 31, 2012 was $344.9 million. During 2012, our primary uses were capitalexpenditures of $241.0 million and the restriction of $99.2 million in proceeds from our debt instruments for the payment of certain Wynn Palace relatedconstruction and development costs. Capital expenditures included site preparation costs for the Wynn Palace land, a one-time payment in consideration ofan unrelated third party’s relinquishment of certain rights in and future development on the Wynn Palace land, remodel of two Las Vegas restaurants and theconversion of certain storage and office areas in Macau to two new retail outlets.Financing ActivitiesNet cash flows used in financing activities was $235.6 million for the year ended December 31, 2014, mainly due to the payment of dividends of$942.9 million and payments on our long-term debt, primarily offset by proceeds of $755.6 million from the issuance of senior notes and $132.6 million fromborrowings, net of repayments, under our Wynn Macau revolving credit facility. During 2014, we used $98.4 million for open market purchases of principalon our first mortgage notes and $31.5 million for the repayment of remaining principal on our note payable secured by aircraft.Net cash flows used in financing activities of $291.1 million for the year ended December 31, 2013 was primarily for the payment of dividends of$1,035.0 million and the redemption of first mortgage notes of $500.0 million, offset by proceeds from the issuance of senior notes of $1,100.0 million andthe increase in our senior term loan facility of $200.0 million.Net cash flows used in financing activities were $382.5 million for the year ended December 31, 2012, which was primarily attributable to principalpayments of $1,022.8 million on term loan facilities and payment of dividends of $955.5 million, partially offset by proceeds of $1,648.6 million from theissuance of first mortgage notes of $900.0 million and proceeds of $748.6 million from the fully funded senior term loan facility.Capital ResourcesAt December 31, 2014, we had approximately $2,182.2 million of cash and cash equivalents and $250.3 million of available-for-sale investments indomestic debt securities. Cash and cash equivalents include cash in bank and fixed deposits, investments in money market funds, domestic and foreign banktime deposits and commercial paper, all with maturities of less than 90 days. Of these amounts, Wynn Macau, Limited and its subsidiaries held $1,391.0million in cash, of which we own 72%. If our portion of this cash was repatriated to the U.S. on December 31, 2014, approximately 72% of this amount wouldbe subject to U.S. tax in the year of repatriation. Wynn Resorts, Limited, which is not a guarantor of the debt of its subsidiaries, held $524.8 million(including cash of its subsidiaries other than those of Wynn Las Vegas, LLC and Wynn Macau, Limited) and $250.3 million of cash and available-for-saleinvestments, respectively. Wynn Las Vegas, LLC held cash balances of $266.4 million.53Table of ContentsWe expect that our future cash needs will relate primarily to the funding of our development projects, debt service and retirement, general corporatepurposes and enhancements to our operating resorts. We intend to primarily fund our development projects with the available borrowing capacity under ourbank credit facilities.The Wynn Macau credit facilities consist of a $950 million equivalent fully funded senior secured term loan facility and a $1.55 billion equivalentsenior secured revolving credit facility (together, the "Wynn Macau Credit Facilities"). Borrowings under the Wynn Macau Credit Facilities, which consist ofboth Hong Kong and United States dollar tranches, will be used to fund the design, development, construction and pre-opening expenses of Wynn Palace,and for general corporate purposes. As of December 31, 2014, the Company had $1.42 billion of available borrowing capacity under the senior securedrevolving credit facility.The Wynn America credit facilities consist of a $375 million senior secured revolving credit facility and an $875 million delay draw senior securedterm loan facility (together, the "Wynn America Credit Facilities"). Borrowings under the Wynn America Credit Facilities will be used to fund the design,development, construction and pre-opening expenses of the Wynn resort in Massachusetts and for other general corporate purposes. As of December 31,2014, there were no amounts drawn under the Wynn America Credit Facilities, however there were outstanding letters of credit totaling $8.9 million reducingthe available borrowing capacity to $1.24 billion.We believe that cash flow from operations, availability under our bank credit facilities and our existing cash balances will be sufficient to satisfy ourcurrently anticipated cash requirements through at least the next 12 months. If any additional financing becomes necessary, we cannot provide assurance thatfuture borrowings will be available.Macau Related DebtOur Macau related debt consists of senior notes and the Wynn Macau Credit Facilities.On March 20, 2014, Wynn Macau, Limited (“WML”), an indirect subsidiary of Wynn Resorts, Limited, issued $750 million aggregate principalamount of 5 1/4% Senior Notes due 2021 (the “Additional 2021 Notes”), which were consolidated and form a single series with the $600 million aggregateprincipal amount of 5 1/4% Senior Notes due 2021 issued by WML on October 16, 2013 (the “Original 2021 Notes” and together with the “Additional 2021Notes”, the “2021 Notes”). WML received net proceeds of approximately $748.8 million after adding the original issue premium and deducting commissionsand expenses of the offering. WML will use the net proceeds for working capital requirements and general corporate purposes.The Additional 2021 Notes have the same terms and conditions as those of the Original 2021 Notes. The 2021 Notes will bear interest at the rate of 51/4% per annum and will mature on October 15, 2021. Interest on the 2021 Notes is payable semi-annually in arrears on April 15 and October 15 of each year,beginning on April 15, 2014. At any time on or before October 14, 2016, WML may redeem the 2021 Notes, in whole or in part, at a redemption price equalto the greater of (a) 100% of the aggregate principal amount of the 2021 Notes or (b) a “make-whole” amount as determined by an independent investmentbanker in accordance with the terms of the indenture for the 2021 Notes, dated as of October 16, 2013 (the "WML Indenture"). In either case, the redemptionprice would include accrued and unpaid interest. In addition, on or after October 15, 2016, WML may redeem the 2021 Notes, in whole or in part, at apremium decreasing annually from 103.94% of the principal amount to zero, plus accrued and unpaid interest. If WML undergoes a Change of Control (asdefined in the WML Indenture), it must offer to repurchase the 2021 Notes at a price equal to 101% of the aggregate principal amount thereof, plus accruedand unpaid interest. In addition, the Company may redeem the 2021 Notes, in whole but not in part, at a redemption price equal to 100% of the principalamount, plus accrued and unpaid interest, in response to any change in or amendment to certain tax laws or tax positions. Further, if a holder or beneficialowner of the 2021 Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the WML Indenture), WML may require theholder or beneficial owner to dispose of or redeem its 2021 Notes.The 2021 Notes are WML’s general unsecured obligations and rank pari passu in right of payment with all of WML’s existing and future seniorunsecured indebtedness; will rank senior to all of WML’s future subordinated indebtedness, if any; will be effectively subordinated to all of WML’s futuresecured indebtedness to the extent of the value of the assets securing such debt; and will be structurally subordinated to all existing and future obligations ofWML’s subsidiaries, including Wynn Macau Credit Facilities’ existing credit facilities. The 2021 Notes are not registered under the Securities Act of 1933, asamended (the “Securities Act”), and the 2021 Notes are subject to restrictions on transferability and resale.The WML Indenture contains covenants limiting WML’s (and certain of its subsidiaries’) ability to, among other things: merge or consolidate withanother company; transfer or sell all or substantially all of its properties or assets; and lease all or substantially all of its properties or assets. The terms of theWML Indenture contain customary events of default, including, but54Table of Contentsnot limited to: default for 30 days in the payment when due of interest on the 2021 Notes; default in the payment when due of the principal of, or premium, ifany, on the 2021 Notes; failure to comply with any payment obligations relating to the repurchase by WML of the 2021 Notes upon a change of control;failure to comply with certain covenants in the WML Indenture; certain defaults on certain other indebtedness; failure to pay judgments against WML orcertain subsidiaries that, in the aggregate, exceed $50 million; and certain events of bankruptcy or insolvency. In the case of an event of default arising fromcertain events of bankruptcy or insolvency, all 2021 Notes then outstanding will become due and payable immediately without further action or notice.Under the Wynn Macau Credit Facilities, the revolving credit facility matures in July 2017 and the term loan facility matures in July 2018. Theprincipal amount of the term loan is required to be repaid in two equal installments in July 2017 and July 2018. The Wynn Macau Credit Facilities bearinterest for the first six months after closing at LIBOR or HIBOR plus a margin of 2.50% and thereafter is subject to LIBOR or HIBOR plus a margin ofbetween 1.75% to 2.50% based on Wynn Macau SA’s leverage ratio. The annual fee required to pay for unborrowed amounts, if any, is 0.61% per annum,payable quarterly in arrears, calculated based on the daily average of the unborrowed amounts under such credit facilities.Borrowings under the Wynn Macau Credit Facilities are guaranteed by Palo, a subsidiary of Wynn Macau SA, and by certain subsidiaries of theCompany that own equity interests in Wynn Macau SA, and are secured by substantially all of the assets of Wynn Macau SA, the equity interests in WynnMacau SA and substantially all of the assets of Palo.The Wynn Macau Credit Facilities contain a requirement that Wynn Macau SA must make mandatory repayments of indebtedness from specifiedpercentages of excess cash flow. If Wynn Macau SA meets a Consolidated Leverage Ratio, as defined in the Wynn Macau Credit Facilities, of greater than 4.0to 1, such repayment is defined as 50% of Excess Cash Flow, as defined in the Wynn Macau Credit Facilities. If the Consolidated Leverage Ratio is equal orless than 4.0 to 1, then no repayment is required.The Wynn Macau Credit Facilities contain customary covenants restricting certain activities including, but not limited to: the incurrence of additionalindebtedness, the incurrence or creation of liens on any of its property, sale and leaseback transactions, the ability to dispose of assets, and making loans orother investments. In addition, Wynn Macau SA was required by the financial covenants to maintain a Leverage Ratio, as defined in the Wynn Macau CreditFacilities, of not greater than 4.5 to 1 as of December 31, 2014, and an Interest Coverage Ratio, as defined in the Wynn Macau Credit Facilities, of not lessthan 2.00 to 1.In connection with the initial financing of Wynn Macau SA, Wynn Macau SA entered into a Bank Guarantee Reimbursement Agreement with BancoNacional Ultramarino, S.A. (“BNU”) for the benefit of the Macau government. This guarantee assures Wynn Macau SA’s performance under the casinoconcession agreement, including the payment of premiums, fines and indemnity for any material failure to perform under the terms of the concessionagreement. As of December 31, 2014, the guarantee was in the amount of 300 million Macau patacas (approximately $37 million) and will remain at suchamount until 180 days after the end of the term of the concession agreement (2022). BNU, as issuer of the guarantee, is currently secured by a second prioritysecurity interest in the senior lender collateral package. From and after repayment of all indebtedness under the Wynn Macau Credit Facilities, Wynn MacauSA is obligated to promptly, upon demand by BNU, repay any claim made on the guarantee by the Macau government. BNU is paid an annual fee for theguarantee of approximately 2.3 million Macau patacas (approximately $0.3 million).U.S. and Corporate Related DebtOur U.S. related debt consists of first mortgage notes, senior notes and the Wynn America Credit Facilities. The Corporate related debt consists of theRedemption Price Promissory Note ("Redemption Note").The first mortgage notes are issued by Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp., an indirect wholly owned subsidiary of WynnResorts, Limited (together, the "Issuers"). Our first mortgage notes are senior obligations of the Issuers and are unsecured (except by the first priority pledgeby Wynn Resorts Holdings, LLC of its equity interests in Wynn Las Vegas, LLC (the "Holdings pledge"). These issuances rank pari passu in right of paymentwith each issuance and are not guaranteed by any of our subsidiaries. If the Issuers undergo a change of control, they must offer to repurchase the firstmortgage notes at 101% of the principal amount, plus accrued and unpaid interest. The indentures governing the first mortgage notes contain customarynegative covenants and financial covenants, including, but not limited to, covenants that restrict Wynn Las Vegas, LLC's ability to: pay dividends ordistributions or repurchase equity; incur additional debt; make investments; create liens on assets to secure debt; enter into transactions with affiliates; enterinto sale-leaseback transactions; merge or consolidate with another company; transfer and sell assets or create dividend and other payment restrictionsaffecting subsidiaries.55Table of ContentsIn February 2015, the Issuers commenced a cash tender offer for any and all of the outstanding aggregate principal amounts of the 7 3/4% first mortgagenotes and the 7 7/8% first mortgage notes (together the "2020 Notes"). Separately, the Issuers completed the issuance of $1.8 billion aggregate principalamount of 5 1/2% senior notes due 2025 (the "2025 Notes"). We used the net proceeds from the 2025 Notes to cover the cost of purchasing the 2020 Notestendered in the tender offer. We also satisfied and discharged the indentures under which the 2020 Notes were issued and will use the remaining net proceedsto redeem the 2020 Notes not tendered and for general corporate purposes. For more information on the cash tender offer of the 2020 Notes and the issuanceof the 2025 Notes, see Item 8—“Financial Statements and Supplementary Data”, Note 20 “Subsequent Events”.In May 2013, the Issuers completed the issuance of $500 million aggregate principal amount of 4 1/4% Senior Notes due 2023 (the “2023 Notes”)pursuant to an indenture, dated as of May 22, 2013 (the “2023 Indenture”), among the Issuers, the Guarantors (as defined below) and U.S. Bank NationalAssociation, as trustee. The 2023 Notes were issued at par. The Issuers used the net proceeds from the 2023 Notes to cover the cost of purchasing the 2017Notes tendered in a tender offer. In addition, the Issuers satisfied and discharged the 2017 Indenture and, in November 2013, used the remaining net proceedsto redeem all of the 2017 Notes not previously tendered. In connection with the issuance of the 2023 Notes, the Company capitalized approximately $4.1million of financing costs.The 2023 Notes will mature on May 30, 2023 and bear interest at the rate of 4 1/4% per annum. The Issuers may, at their option, redeem the 2023 Notes,in whole or in part, at any time or from time to time prior to their stated maturity. The redemption price for 2023 Notes that are redeemed before February 28,2023 will include a make-whole premium. The 2023 Notes are also subject to mandatory redemption requirements imposed by gaming laws and regulationsof gaming authorities in Nevada.The 2023 Notes are the Issuers’ senior unsecured obligations and rank pari passu in right of payment with the Issuers’ first mortgage notes. The 2023Notes are secured by a first priority pledge of the Company’s equity interests. The equity interests of the Company also secure the first mortgage notes. IfWynn Resorts, Limited receives an investment grade rating from one or more ratings agencies, the first priority pledge securing the 2023 Notes will bereleased.The 2023 Notes are jointly and severally guaranteed by all of the Issuers’ subsidiaries, other than Wynn Las Vegas Capital Corp. which was a co-issuer(the “Guarantors”). The guarantees are senior unsecured obligations of the Guarantors and rank senior in right of payment to all of their existing and futuresubordinated debt. The guarantees rank equally in right of payment with all existing and future liabilities of the Guarantors that are not so subordinated andwill be effectively subordinated in right of payment to all of such Guarantors’ existing and future secured debt (to the extent of the collateral securing suchdebt).The 2023 Indenture contains covenants limiting the Issuers’ and the Guarantors' ability to create liens on assets to secure debt; enter into sale-leasebacktransactions; and merge or consolidate with another company. These covenants are subject to a number of important and significant limitations,qualifications and exceptions.On November 20, 2014, Wynn America, an indirect wholly owned subsidiary, and certain subsidiaries of Wynn America entered into a $1.25 billionsenior secured credit facility. Borrowings under the Wynn America Credit Facilities will be used by us primarily to fund the design, development,construction and pre-opening expenses of the Wynn resort in Massachusetts and for other general corporate purposes.The revolving credit facility matures in November 2019. The term loan facility matures in November 2020 and will require quarterly principalpayments, scheduled to begin in June 2018. Subject to certain exceptions, the Wynn America Credit Facilities bear interest at either base rate plus 0.75% perannum or the reserve adjusted eurodollar rate plus 1.75% per annum. The annual fee required to pay for unborrowed amounts, if any, is 0.30% per annum,payable quarterly in arrears, calculated based on the daily average of the unborrowed amounts under such credit facilities.Certain subsidiaries of Wynn America will guarantee the obligation of Wynn America under the credit facilities. Wynn America has agreed to usecommercially reasonable efforts to cause a series of corporate restructurings and related transactions, including receipt of gaming approvals from relevantgaming authorities, pursuant to which Wynn Las Vegas, LLC and its subsidiaries will become subsidiaries of Wynn Las Vegas Holdings, LLC, a directsubsidiary of Wynn America (the "Wynn Las Vegas Reorganization"). Upon the consummation of the Wynn Las Vegas Reorganization (including receipt ofall approvals required under applicable gaming laws and regulations), Wynn Las Vegas, LLC and its subsidiaries shall be restricted subsidiaries under thecredit facilities but shall not guarantee the obligations of Wynn America until such time, and then only to such extent, as may be permitted by any thenexisting Wynn Las Vegas, LLC's senior secured notes.56Table of ContentsThe Wynn America Credit Facilities contain customary representation and warranties, events of default and negative and affirmative covenants,including, among other things, limitations on: indebtedness; investments; restricted payments; mergers and acquisitions; payments of indebtedness; negativepledges; liens; transactions with affiliates and sales of assets. In addition, Wynn America is subject to financial covenants including maintaining a MaximumConsolidated Senior Secured Net Leverage Ratio and a Minimum Consolidated EBITDA, each as defined in the Wynn America Credit Facilities.Commencing with the second full fiscal quarter ending after the fiscal quarter in which the opening of the Wynn resort in Massachusetts occurs, theMaximum Consolidated Senior Secured Net Leverage Ratio is not to exceed 2.75 to 1. Commencing with the first full fiscal quarter ending with the fiscalquarter in which the Wynn Las Vegas Reorganization occurs, the Minimum Consolidated EBITDA is not to be less than $200.0 million.The Company has provided a completion guaranty in favor of the lenders under the Wynn America Credit Facilities to support the development andopening of the Wynn resort in Massachusetts.Wynn America and the guarantors have entered into a security agreement in favor of the lenders under the Wynn America Credit Facilities pursuant towhich, subject to certain exceptions, Wynn America and the guarantors have pledged all equity interests in the guarantors to the extent permitted byapplicable law and granted a first priority security interest in substantially all of the other existing and future assets of the guarantors.Based on the Board of Director's finding of "unsuitability," on February 18, 2012, we redeemed and canceled Aruze's 24,549,222 shares of WynnResorts' common stock. Following a finding of "unsuitability," our articles of incorporation authorize redemption at "fair value" of the shares held byunsuitable persons. Pursuant to the articles of incorporation, we issued the Redemption Note to Aruze, a former stockholder and related party, in redemptionof the shares. The Redemption Note has a principal amount of approximately $1.94 billion, matures on February 18, 2022 and bears interest at the rate of 2%per annum, payable annually in arrears on each anniversary of the date of the Redemption Note. We may, in our sole and absolute discretion, at any time andfrom time to time, and without penalty or premium, prepay the whole or any portion of the principal or interest due under the Redemption Note. In noinstance shall any payment obligation under the Redemption Note be accelerated except in the sole and absolute discretion of Wynn Resorts or asspecifically mandated by law. The indebtedness evidenced by the Redemption Note, to the prior payment in full of all existing and future obligations ofWynn Resorts and any of its affiliates in respect of indebtedness for borrowed money of any kind or nature. Aruze, Universal Entertainment Corporation andKazuo Okada have challenged the redemption of Aruze's shares and we are currently involved in litigation with those parties as well as related shareholderderivative litigation. The outcome of these various proceedings cannot be predicted. Any adverse judgments or settlements involving payment of a materialsum of money could cause a material adverse effect on our financial condition and results of operations and could expose us to additional claims by thirdparties, including current or former investors or regulators. Any adverse judgments or settlements would reduce our profits and could limit our ability tooperate our business. See Item 1A—"Risk Factors", Item 3—"Legal Proceedings" and Item 8—"Financial Statements and Supplementary Data", Note 17"Commitments and Contingencies".Other Factors Affecting LiquidityWynn Resorts is a holding company and, as a result, our ability to pay dividends is highly dependent on our ability to obtain funds and oursubsidiaries’ ability to provide funds to us. Restrictions imposed by our Wynn Las Vegas, LLC, Wynn America and Wynn Macau SA debt instruments restrictour ability to pay dividends. Specifically, Wynn Las Vegas, LLC and certain of its subsidiaries are restricted under the indentures governing its first mortgagenotes from making certain “restricted payments” as defined in the indentures. These restricted payments include the payment of dividends or distributions toany direct or indirect holders of equity interests of Wynn Las Vegas, LLC. These restricted payments may not be made unless certain financial and non-financial criteria have been satisfied. The Wynn Macau Credit Facilities contain similar restrictions, including a specified leverage ratio, which must be metin order to pay dividends and Wynn Macau is presently able to pay dividends in accordance with the Wynn Macau Credit Facilities.Wynn Las Vegas, LLC intends to fund its operations and capital requirements from cash on hand and operating cash flow. We cannot assure youhowever, that our Las Vegas Operations will generate sufficient cash flow from operations or the availability of additional indebtedness will be sufficient toenable us to service and repay Wynn Las Vegas, LLC’s indebtedness and to fund its other liquidity needs. Similarly, we expect that our Macau Operationswill fund Wynn Macau, Limited's debt service obligations with existing cash, operating cash flow and availability under the Wynn Macau Credit Facilities.However, we cannot assure you that operating cash flows will be sufficient to do so. We may refinance all or a portion of our indebtedness on or beforematurity. We cannot assure you that we will be able to refinance any of the indebtedness on acceptable terms or at all.57Table of ContentsLegal proceedings in which we are involved also may impact our liquidity. No assurance can be provided as to the outcome of such proceedings. Inaddition, litigation inherently involves significant costs. For information regarding legal proceedings, see Item 8—"Financial Statements and SupplementaryData", Note 17 "Commitments and Contingencies".We have in the past repurchased, and in the future, we may periodically consider repurchasing our outstanding notes for cash. The amount of any notesto be repurchased, as well as the timing of any repurchases, will be based on business, market and other conditions and factors, including price, contractualrequirements or consents, and capital availability. Any repurchases might be made using a variety of methods, which may include open market purchases,privately negotiated transactions, or by any combination of those methods, in compliance with applicable securities laws and regulations.Our Board of Directors has authorized an equity repurchase program of up to $1.7 billion. The repurchase program may include repurchases from timeto time through open market purchases, in privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the ExchangeAct. As of December 31, 2014, we had purchased a cumulative total of 12,804,954 shares of our common stock for a net cost of $1.1 billion under theprogram, with no purchases made under this program during the years ended December 31, 2014, 2013 and 2012.New business developments or other unforeseen events may occur, resulting in the need to raise additional funds. We continue to explore opportunitiesto develop additional gaming or related businesses in domestic and international markets. There can be no assurances regarding the business prospects withrespect to any other opportunity. Any new development would require us to obtain additional financing. We may decide to conduct any such developmentthrough Wynn Resorts or through subsidiaries separate from the Las Vegas or Macau-related entities.The Company’s articles of incorporation provide that, to the extent required by the gaming authority making the determination of unsuitability or tothe extent the Board of Directors determines, in its sole discretion, that a person is likely to jeopardize the Company’s or any affiliate’s application for,receipt of, approval for, right to the use of, or entitlement to, any gaming license, shares of Wynn Resorts’ capital stock that are owned or controlled by anunsuitable person or its affiliates are subject to redemption by the Company. The redemption price may be paid in cash, by promissory note or both, asrequired by the applicable gaming authority and, if not, as we elect. Any promissory note that we issue to an unsuitable person or its affiliate in exchange forits shares could increase our debt to equity ratio and would increase our leverage ratio.Off Balance Sheet ArrangementsWe have not entered into any transactions with special purpose entities nor do we engage in any derivatives except for previously discussed interestrate swaps. We do not have any retained or contingent interest in assets transferred to an unconsolidated entity. At December 31, 2014, we had outstandingletters of credit totaling $8.9 million.Contractual Obligations and CommitmentsThe following table summarizes our scheduled contractual commitments at December 31, 2014 (in millions): Payments Due By Period LessThan1 Year 1 to 3Years 4 to 5Years After5 Years TotalLong-term debt obligations$— $508.9 $576.3 $6,260.0 $7,345.2Fixed interest payments301.6 603.2 603.2 457.5 1,965.5Estimated variable interest payments (1)25.1 44.4 6.5 — 76.0Operating leases12.6 21.2 16.8 31.1 81.7Construction contracts and commitments1,269.4 252.3 — — 1,521.7Leasehold interest in land30.8 16.0 — — 46.8Employment agreements61.4 63.7 14.0 3.5 142.6Other (2)239.8 112.2 65.1 78.3 495.4Total commitments$1,940.7 $1,621.9 $1,281.9 $6,830.4 $11,674.9(1)Amounts for all periods represent our estimated future interest payments on our debt facilities based upon amounts outstanding and LIBOR orHIBOR rates at December 31, 2014. Such rates continue at historical lows as of December 31, 2014. Actual rates will vary.58Table of Contents(2)Other includes open purchase orders, future charitable contributions, fixed gaming tax payments in Macau, aircraft purchase obligations and othercontracts. As further discussed in Item 8—“Financial Statements and Supplementary Data”, Note 16 “Income Taxes”, of this report, we had $88.9million of unrecognized tax benefits as of December 31, 2014. Due to the inherent uncertainty of the underlying tax positions, it is not practicableto assign this liability to any particular year and therefore it is not included in the table above as of December 31, 2014.Critical Accounting Policies and EstimatesManagement’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financialstatements. Our consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America.A summary of our significant accounting policies are presented in Item 8—"Financial Statements and Supplementary Data", Note 2 "Summary of SignificantAccounting Policies". Certain of our accounting policies require management to apply significant judgment in defining the appropriate assumptions integralto financial estimates. On an ongoing basis, management evaluates those estimates, including those relating to the estimated lives of depreciable assets, assetimpairment, allowances for doubtful accounts, accruals for customer loyalty programs, contingencies, litigation and other items. Judgments are based onhistorical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature,judgments are subject to an inherent degree of uncertainty, and therefore actual results could differ from our estimates.Development, Construction and Property and Equipment EstimatesDuring the construction and development of a resort, pre-opening or start-up costs are expensed when incurred. In connection with the construction anddevelopment of our resorts, significant start-up costs are incurred and charged to pre-opening costs through their respective openings. Once our resorts open,expenses associated with the opening of the resorts are no longer charged as pre-opening costs.During the construction and development stage, direct costs such as those incurred for the design and construction of our resorts, including applicableportions of interest, are capitalized. Accordingly, the recorded amounts of property and equipment increase significantly during construction periods.Depreciation expense related to capitalized construction costs is recognized when the related assets are placed in service. Upon the opening of our resorts, webegan recognizing depreciation expense on the resort’s fixed assets. The remaining estimated useful lives of assets are periodically reviewed.Our leasehold interest in land in Macau under the land concession contracts entered into in August 2004 and May 2012 are being amortized over 25years, to the initial term of the concession contract, which currently terminate in August 2029 and May 2037. Depreciation on a majority of the assetscomprising Wynn Macau commenced in September of 2006, when Wynn Macau opened. The maximum useful life of assets at Wynn Macau is deemed to bethe remaining life of the land concession which currently expires in August 2029, or the gaming concession which currently expires in June 2022.Consequently, depreciation related to Wynn Macau will generally be charged over shorter periods when compared to Wynn Las Vegas.Costs of repairs and maintenance are charged to expense when incurred. The cost and accumulated depreciation of property and equipment retired orotherwise disposed of are eliminated from the respective accounts and any resulting gain or loss is included in property charges and other.We also evaluate our property and equipment and other long-lived assets for impairment in accordance with applicable accounting standards. For assetsto be disposed of, we recognize the asset at the lower of carrying value or fair market value less costs of disposal, as estimated based on comparable assetsales, solicited offers, or a discounted cash flow model. For assets to be held and used, we review for impairment whenever indicators of impairment exist. Inreviewing for impairment, we compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If theundiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, animpairment is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. If an asset is still under development,future cash flows include remaining construction costs. All recognized impairment losses, whether for assets to be disposed of or assets to be held and used,are recorded as operating expenses.Redemption Price Promissory NoteIn connection with the redemption of the shares previously held by Aruze, we recorded the fair value of the Redemption Note of approximately $1.94billion in accordance with applicable accounting guidance. We utilized an independent third party valuation to assist in the determination of this fairvalue. In determining this fair value, we estimated the Redemption Note’s59Table of Contentspresent value using discounted cash flows with a probability weighted expected return for redemption assumptions and a discount rate which included timevalue and non-performance risk adjustments commensurate with risk of the Redemption Note.Considerations for the redemption assumptions included the stated maturity of the Redemption Note, uncertainty of the related cash flows as well aspotential effects of the following: uncertainties surrounding the potential outcome and timing of pending litigation with the Okada Parties (see Item 8—"Financial Statements and Supplementary Data", Note 17 “Commitments and Contingencies”); the outcome of on-going investigations of Aruze by theUnited States Attorney’s Office, the U.S. Department of Justice and the Nevada Gaming Control Board; and other potential legal and regulatory actions. Inaddition, in the furtherance of various future business objectives, we considered our ability, at our sole option, to prepay the Redemption Note at any time inaccordance with its terms without penalty. Accordingly, we reasonably determined that the estimated life of the Redemption Note could be less than thecontractual life of the Redemption Note.In determination of the appropriate discount rate to be used in the estimated present value, the Redemption Note’s subordinated position relative to allother debt in our capital structure and credit ratings associated with our traded debt were considered. Observable inputs for the risk free rate based on FederalReserve rates for U.S. Treasury securities and credit risk spread based on a yield curve index of similarly rated debt were used. As a result of this analysis, weconcluded the Redemption Notes’ stated rate of 2% approximated a market rate.Investments and Fair ValueWe have made investments in domestic and foreign corporate debt securities and commercial paper. Our investment policy requires investments to beinvestment grade and limits the amount of exposure to any one issuer with the objective of minimizing the potential risk of principal loss. We determine theappropriate classification (held-to-maturity/available-for-sale) of our investments at the time of purchase and reevaluate such designation as of each balancesheet date. Our investments are reported at fair value, with unrealized gains and losses, net of tax, reported in other comprehensive income (loss). Adjustmentsare made for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. Such amortization is included ininterest income together with realized gains and losses and the stated interest on such securities.We measure certain of our financial assets and liabilities, such as cash equivalents, available-for-sale securities and interest rate swaps, at fair value on arecurring basis pursuant to accounting standards for fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer aliability in an orderly transaction between market participants at the measurement date. These accounting standards establish a three-tier fair value hierarchy,which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets;Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservableinputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.We obtain pricing information in determining the fair value of our available-for-sale securities from independent pricing vendors. Based on ourinquiries, the pricing vendors use various pricing models consistent with what other market participants would use. The assumptions and inputs used by thepricing vendors are derived from market observable sources including: reported trades, broker/dealer quotes, issuer spreads, benchmark curves, bids, offersand other market-related data. We have not made adjustments to such prices. Each quarter, we validate the fair value pricing methodology to determine thefair value consistent with applicable accounting guidance and to confirm that the securities are classified properly in the fair value hierarchy. We alsocompare the pricing received from our vendors to independent sources for the same or similar securities.Allowance for Estimated Doubtful Accounts ReceivableA substantial portion of our outstanding receivables relates to casino credit play. Credit play, through the issuance of markers, represents a significantportion of the table games volume at our Las Vegas Operations. While offered, the issuance of credit at our Macau Operations is less significant whencompared to Las Vegas. Our goal is to maintain strict controls over the issuance of credit and aggressively pursue collection from those customers who fail topay their balances in a timely fashion. These collection efforts may include the mailing of statements and delinquency notices, personal contacts, the use ofoutside collection agencies, and litigation. Markers issued at our Las Vegas Operations are generally legally enforceable instruments in the United States, andUnited States assets of foreign customers may be used to satisfy judgments entered in the United States.The enforceability of markers and other forms of credit related to gaming debt outside of the United States varies from country to country. Some foreigncountries do not recognize the enforceability of gaming related debt, or make enforcement60Table of Contentsburdensome. We closely consider the likelihood and difficulty of enforceability, among other factors, when issuing credit to customers who are not residentsof the United States. In addition to our internal credit and collection departments, located in both Las Vegas and Macau, we have a network of legal,accounting and collection professionals to assist us in our determinations regarding enforceability and our overall collection efforts.As of December 31, 2014 and 2013, approximately 85% and 86% of our casino accounts receivable were owed by customers from foreign countries,primarily in Asia. In addition to enforceability issues, the collectability of markers given by foreign customers is affected by a number of factors includingchanges in currency exchange rates and economic conditions in the customers’ home countries.We regularly evaluate our reserve for bad debts based on a specific review of customer accounts as well as management’s prior experience withcollection trends in the casino industry and current economic and business conditions. In determining our allowance for estimated doubtful accountsreceivable, we apply loss factors based on historical marker collection history to aged account balances and we specifically analyze the collectability of eachaccount with a balance over a specified dollar amount, based upon the age, the customer’s financial condition, collection history and any other knowninformation.The following table presents key statistics related to our casino accounts receivable (in thousands): December 31, 2014 2013Casino accounts receivable$257,930 $252,998Allowance for doubtful casino accounts receivable$74,149 $73,561Allowance as a percentage of casino accounts receivable28.7% 29.1%Percentage of casino accounts receivable outstanding over 180 days32.5% 30.3%Our reserve for doubtful casino accounts receivable is based on our estimates of amounts collectible and depends on the risk assessments andjudgments by management regarding realizability, the state of the economy and our credit policy. In June 2014, the Company recorded an adjustment to itsreserve estimates for casino accounts receivable based on the results of historical collection patterns and current collection trends. For the year endedDecember 31, 2014, this adjustment benefited operating income by $8.7 million and net income attributable to Wynn Resorts, Limited by $6.8 million (or$0.07 per share on a fully diluted basis). For the year ended December 31, 2013, this adjustment benefited operating income by $30.9 million and net incomeattributable to Wynn Resorts, Limited by $23.3 million (or $0.22 per share on a fully diluted basis). Our reserve methodology is applied similarly to creditextended at each of our resorts. As of December 31, 2014 and 2013, approximately 28.2% and 24.8%, respectively, of our outstanding casino accountreceivable balance originated at our Macau Operations. At December 31, 2014, a 100 basis-point change in the allowance for doubtful accounts as a percentage of casino accounts receivable would changethe provision for doubtful accounts by approximately $2.6 million.As our customer payment experience evolves, we will continue to refine our estimated reserve for bad debts. Accordingly, the associated provision fordoubtful accounts expense may fluctuate. Because individual customer account balances can be significant, the reserve and the provision can changesignificantly between periods, as we become aware of additional information about a customer or changes occur in a region’s economy or legal system.Derivative Financial InstrumentsWe seek to manage our market risk, including interest rate risk associated with variable rate borrowings, through balancing fixed-rate and variable-rateborrowings and the use of derivative financial instruments. We account for derivative financial instruments in accordance with applicable accountingstandards. Derivative financial instruments are recognized as assets or liabilities, with changes in fair value affecting net income. As of December 31, 2014,changes in our interest rate swap fair values are being recorded in our Consolidated Statements of Income, as the swaps do not qualify for hedge accounting.We measure the fair value of our interest rate swaps on a recurring basis. We categorize our interest rate swap contracts as Level 2 in the hierarchy asdescribed above. The fair value approximates the amount we would receive (pay) if these contracts were settled at the respective valuation dates. Fair value isestimated based upon current, and predictions of future, interest rate levels along a yield curve, the remaining duration of the instruments and other marketconditions, and therefore is subject to significant estimation and a high degree of variability of fluctuation between periods. We adjust this amount byapplying a non-performance valuation, considering our creditworthiness or the creditworthiness of our counterparties at each settlement date, as applicable.61Table of ContentsStock-Based CompensationAccounting standards for stock-based payments establish standards for the accounting for transactions in which an entity exchanges its equityinstruments for goods and services or incurs a liability in exchange for goods and services that are based on the fair value of the entity’s equity instruments orthat may be settled by the issuance of those equity instruments. It requires an entity to measure the costs of employee services received in exchange for anaward of equity instruments based on the grant-date fair value of the award and recognize that cost over the service period. We use the Black-Scholes optionpricing model to determine grant-date fair value of our stock options. The Black-Scholes model uses assumptions of expected volatility, risk-free interestrates, the expected term of options granted, and expected rates of dividends. Management determines these assumptions by reviewing current market rates,making industry comparisons and reviewing conditions relevant to our Company.The expected volatility and expected term assumptions can significantly impact the fair value of stock options. We believe that the valuationtechniques and the approach utilized to develop our assumptions are reasonable in calculating the fair value of the options we grant. We estimate theexpected stock price volatility using a combination of implied and historical factors related to our stock price in accordance with applicable accountingstandards. As our stock price fluctuates, this estimate will change. A hypothetical 10% change in the volatility assumption for the 25,800 options granted in2014 would not have a material effect on the change in fair value. Expected term represents the estimated average time between the option’s grant date andits exercise date. A hypothetical 10% change in the expected term assumption for the 25,800 options granted in 2014 would not have a material effect on thechange in fair value. These assumed changes in fair value would have been recognized over the vesting schedule of such awards.Accounting standards also require the classification of stock compensation expense in the same financial statement line items as cash compensation,and therefore impacts our departmental expenses (and related operating margins), pre-opening costs and construction in progress for our developmentprojects, and our general and administrative expenses (including corporate expenses).Income TaxesWe are subject to income taxes in the United States and other foreign jurisdictions where we operate. Accounting standards require the recognition ofdeferred tax assets, net of applicable reserves, and liabilities for the estimated future tax consequences attributable to differences between financial statementcarrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets andliabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect ofa change in tax rates on the income tax provision and deferred tax assets and liabilities is recognized in the results of operations in the period that includesthe enactment date. Accounting standards require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not.Otherwise, a valuation allowance is applied.As of December 31, 2014, we have a foreign tax credit carryover of $3,284 million and we have recorded a valuation allowance of $3,242 millionagainst this asset based on our estimate of future realization. The foreign tax credits are attributable to the Macau special gaming tax which is 35% of grossgaming revenue in Macau. The U.S. taxing regime only allows a credit for 35% of “net” foreign source income. Due to our recent operating history of U.S.losses, we currently do not rely on forecasted taxable income in order to support the utilization of the foreign tax credits. We assess the recoverability of ourdeferred tax asset for foreign tax credits ("FTCs") and the appropriateness for a valuation allowance on a quarterly basis. We consider factors such as: our threeyear cumulative pre-tax book income, the reversal of taxable timing differences, expectations regarding the occurrence of U.S. source income versus foreignsource income within the FTCs carryforward period and tax planning strategies. Historically, we have recorded a partial valuation allowance on FTCs. Basedon the expectations for these factors in the next year, we may determine that the deferred tax asset is not recoverable and an additional valuation allowance isnecessary. This determination would have a significant impact on the effective tax rate.Our income tax returns are subject to examination by the IRS and other tax authorities in the locations where we operate. We assess potentiallyunfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standards prescribe a minimumrecognition threshold a tax position is required to meet before being recognized in the financial statements.Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approachfor evaluating tax positions. The tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.62Table of ContentsAs applicable, we recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes.Recently Issued Accounting StandardsSee related disclosure at Item 8—“Financial Statements and Supplementary Data”, Note 2 "Summary of Significant Accounting Policies."ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKMarket risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates andcommodity prices.Interest Rate RisksOne of our primary exposures to market risk is interest rate risk associated with our debt facilities that bear interest based on floating rates. We attemptto manage interest rate risk by managing the mix of long-term fixed rate borrowings and variable rate borrowings, supplemented by hedging activities asbelieved by us to be appropriate. We cannot assure you that these risk management strategies have had the desired effect, and interest rate fluctuations couldhave a negative impact on our results of operations.The following table provides estimated future cash flow information derived from our best estimates of repayments at December 31, 2014 of ourexpected long-term indebtedness and related weighted average interest rates by expected maturity dates. However, we cannot predict the LIBOR or HIBORrates that will be in effect in the future. As of December 31, 2014, such rates remain at historic lows. Actual rates will vary. The one-month LIBOR and HIBORrates at December 31, 2014 of 0.17% and 0.24%, respectively were used for all variable rate calculations in the table below.The information is presented in U.S. dollar equivalents as applicable.Years Ending December 31,Expected Maturity Date 2015 2016 2017 2018 2019 Thereafter Total(in millions)Long-term debt: Fixed rate $— $— $— $— $— $6,260 $6,260Average interest rate —% —% —% —% —% 4.8% 4.8%Variable rate $— $— $509 $576 $— $— $1,085Average interest rate —% —% 2.0% 2.0% —% — 2.0%Interest Rate Swap InformationWe have entered into floating-for-fixed interest rate swap arrangements relating to certain of our floating-rate debt facilities. We measure the fair valueof our interest rate swaps on a recurring basis. Changes in the fair values of our interest rate swaps for each reporting period recorded are, and will continue tobe, recognized as an increase (decrease) in swap fair value in our Consolidated Statements of Income, as the swaps do not qualify for hedge accounting.Macau OperationsWe currently have three interest rate swap agreements intended to hedge a portion of the underlying interest rate risk on borrowings under our WynnMacau Credit Facilities. Under two of the swap agreements, we pay a fixed interest rate (excluding the applicable interest margin) of 0.73% on notionalamounts corresponding to borrowings of HK$3.95 billion (approximately $509.4 million) incurred under the Wynn Macau Credit Facilities in exchange forreceipts on the same amount at a variable interest rate based on the applicable HIBOR at the time of payment. These interest rate swaps fix the all-in interestrate on such amounts at 2.48% to 3.23%. These interest rate swap agreements mature in July 2017.Under the third swap agreement, we pay a fixed interest rate (excluding the applicable interest margin) of 0.68% on notional amounts corresponding toborrowings of $243.8 million incurred under the Wynn Macau Credit Facilities in exchange63Table of Contentsfor receipts on the same amount at a variable rate based on the applicable LIBOR at the time of payment. This interest rate swap fixes the all-in interest rate onsuch amounts at 2.43% to 3.18%. This interest rate swap agreement matures in July 2017.As of December 31, 2014 and 2013, the interest rate swaps were recorded as an asset of $5.9 million and $10.3 million, respectively, and included indeposits and other assets.The fair value approximates the amount we would pay or receive if these contracts were settled at the respective valuation dates. Fair value is estimatedbased upon current, and predictions of future, interest rate levels along a yield curve, the remaining duration of the instruments and other market conditions,and therefore, is subject to significant estimation and a high degree of variability of fluctuation between periods. We adjust this amount by applying a non-performance valuation, considering our creditworthiness or the creditworthiness of our counterparties at each settlement date, as applicable.Las Vegas OperationsIn June 2012, we terminated our only Wynn Las Vegas, LLC swap for a payment of $2.4 million.Other Interest Rate Swap InformationThe following table provides information about our interest rate swaps, by contractual maturity dates, as of December 31, 2014 and using estimatedfuture LIBOR and HIBOR rates based upon implied forward rates in the yield curve. The information is presented in U.S. dollar equivalents, which is ourreporting currency: Years Ending December 31, Expected Maturity Date 2015 2016 2017 2018 2019 Thereafter Total (in millions)Average notional amount $— $— $753 $— $— $— $753Average pay rate —% —% 0.71% —% —% —% 0.71%Average receive rate —% —% 0.60% —% —% —% 0.60%We do not use derivative financial instruments, other financial instruments or derivative commodity instruments for trading or speculative purposes.Interest Rate SensitivityAs of December 31, 2014, approximately 96% all of our debt was based on fixed rates, including the notional amounts related to interest rate swaps.Based on our borrowings as of December 31, 2014, an assumed 1% change in the variable rates would cause our annual interest cost to change by $3.3million.Foreign Currency RisksThe currency delineated in Wynn Macau’s concession agreement with the government of Macau is the Macau pataca. The Macau pataca, which is not afreely convertible currency, is linked to the Hong Kong dollar, and in many cases the two are used interchangeably in Macau. The Hong Kong dollar islinked to the U.S. dollar and the exchange rate between these two currencies has remained relatively stable over the past several years. However, the exchangelinkages of the Hong Kong dollar and the Macau pataca, and the Hong Kong dollar and the U.S. dollar, are subject to potential changes due to, among otherthings, changes in Chinese governmental policies and international economic and political developments.If the Hong Kong dollar and the Macau pataca are not linked to the U.S. dollar in the future, severe fluctuations in the exchange rate for these currenciesmay result. We also cannot assure you that the current rate of exchange fixed by the applicable monetary authorities for these currencies will remain at thesame level.Because many of Wynn Macau’s payment and expenditure obligations are in Macau patacas, in the event of unfavorable Macau pataca or Hong Kongdollar rate changes, Wynn Macau’s obligations, as denominated in U.S. dollars, would increase. In addition, because we expect that most of the revenues forany casino that Wynn Macau operates in Macau will be in Hong Kong dollars, we are subject to foreign exchange risk with respect to the exchange ratebetween the Hong Kong dollar and the U.S. dollar. Also, if any of our Macau-related entities incur U.S. dollar-denominated debt, fluctuations in the exchangerates of the Macau pataca or the Hong Kong dollar, in relation to the U.S. dollar, could have adverse effects on Wynn Macau’s results of64Table of Contentsoperations, financial condition, and ability to service its debt. To date, we have not engaged in hedging activities intended to protect against foreigncurrency risk. Approximately 18.7% of our cash balances are denominated in foreign currencies, primarily the Hong Kong Dollar. Based on our balances atDecember 31, 2014, an assumed 1% change in the US dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss ofapproximately $6.1 million.65Table of ContentsITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAINDEX TO CONSOLIDATED FINANCIAL STATEMENTS PageReport of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting67Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements68Consolidated Balance Sheets69Consolidated Statements of Income70Consolidated Statements of Comprehensive Income71Consolidated Statements of Stockholders’ Equity72Consolidated Statements of Cash Flows73Notes to Consolidated Financial Statements7466Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and Stockholders of Wynn Resorts, Limited and subsidiaries:We have audited Wynn Resorts, Limited and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2014, based oncriteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013framework) (the “COSO criteria”). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for itsassessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control OverFinancial Reporting, included in Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on ouraudit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in allmaterial respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weaknessexists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures aswe considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based onthe COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2014 consolidatedfinancial statements of Wynn Resorts, Limited and subsidiaries and our report dated February 27, 2015 expressed an unqualified opinion thereon./s/ Ernst & Young LLPLas Vegas, NevadaFebruary 27, 201567Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and Stockholders of Wynn Resorts, Limited and subsidiaries:We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the “Company”) as of December 31, 2014and 2013, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in theperiod ended December 31, 2014. Our audits also included the financial statement schedules listed in the Index at item 15(a)2. These financial statements andschedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules basedon our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Wynn Resorts,Limited and subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years inthe period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statementschedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects theinformation set forth therein.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internalcontrol over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2015 expressed an unqualified opinionthereon./s/ Ernst & Young LLPLas Vegas, NevadaFebruary 27, 201568Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(in thousands, except share data) December 31, 2014 2013ASSETSCurrent assets: Cash and cash equivalents$2,182,164 $2,435,041Investment securities240,140 174,399Receivables, net237,957 241,932Inventories72,223 74,739Prepaid expenses and other49,847 42,703Total current assets2,782,331 2,968,814Property and equipment, net5,855,842 4,934,449Restricted cash977 199,936Investment securities10,173 79,989Intangible assets, net112,367 30,767Deferred financing costs, net84,413 67,926Deposits and other assets212,515 91,001Investment in unconsolidated affiliates4,243 4,148Total assets$9,062,861 $8,377,030LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities: Accounts and construction payables$303,284 $272,861Current portion of long-term debt— 1,050Current portion of land concession obligation30,814 29,341Customer deposits548,818 704,401Gaming taxes payable137,269 205,260Accrued compensation and benefits113,228 83,769Accrued interest107,318 101,442Other accrued liabilities67,587 53,375Deferred income taxes, net4,847 4,035Total current liabilities1,313,165 1,455,534Long-term debt7,345,262 6,586,518Land concession obligation15,987 46,819Other long-term liabilities152,131 141,465Deferred income taxes, net25,225 14,343Total liabilities8,851,770 8,244,679Commitments and contingencies (Note 17) Stockholders’ equity: Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding— —Common stock, par value $0.01; 400,000,000 shares authorized; 114,426,960 and 114,170,493 shares issued; 101,439,297 and101,192,408 shares outstanding1,144 1,142Treasury stock, at cost; 12,987,663 and 12,978,085 shares(1,145,481) (1,143,419)Additional paid-in capital948,566 888,727Accumulated other comprehensive income2,505 2,913Retained earnings164,487 66,130Total Wynn Resorts, Limited stockholders’ deficit(28,779) (184,507)Noncontrolling interest239,870 316,858Total equity211,091 132,351Total liabilities and stockholders' equity$9,062,861 $8,377,030The accompanying notes are an integral part of these consolidated financial statements.69Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME(in thousands, except per share data) Years Ended December 31, 2014 2013 2012Operating revenues: Casino$4,274,221 $4,490,637 $4,034,759Rooms542,762 492,230 479,983Food and beverage604,701 586,672 588,437Entertainment, retail and other401,181 418,705 417,209Gross revenues5,822,865 5,988,244 5,520,388Less: promotional allowances(389,204) (367,308) (366,104)Net revenues5,433,661 5,620,936 5,154,284Operating costs and expenses: Casino2,667,013 2,846,489 2,626,822Rooms148,338 133,503 126,527Food and beverage337,206 323,573 308,394Entertainment, retail and other163,754 175,257 189,832General and administrative492,464 448,788 441,699Provision for doubtful accounts3,906 11,877 18,091Pre-opening costs30,146 3,169 466Depreciation and amortization314,119 371,051 373,199Property charges and other10,437 17,138 39,978Total operating costs and expenses4,167,383 4,330,845 4,125,008Operating income1,266,278 1,290,091 1,029,276Other income (expense): Interest income20,441 15,713 12,543Interest expense, net of amounts capitalized(315,062) (299,022) (288,759)(Decrease) increase in swap fair value(4,393) 14,235 991Loss on extinguishment of debt(9,569) (40,435) (25,151)Equity in income from unconsolidated affiliates1,349 1,085 1,086Other(182) 4,856 3,012Other income (expense), net(307,416) (303,568) (296,278)Income before income taxes958,862 986,523 732,998Benefit (provision) for income taxes3,782 17,634 (4,299)Net income962,644 1,004,157 728,699Less: net income attributable to noncontrolling interest(231,090) (275,505) (226,663)Net income attributable to Wynn Resorts, Limited$731,554 $728,652 $502,036Basic and diluted income per common share: Net income attributable to Wynn Resorts, Limited: Basic$7.25 $7.25 $4.87Diluted$7.18 $7.17 $4.82Weighted average common shares outstanding: Basic100,927 100,540 103,092Diluted101,931 101,641 104,249The accompanying notes are an integral part of these consolidated financial statements.70Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(in thousands) Years Ended December 31, 2014 2013 2012Net income$962,644 $1,004,157 $728,699Other comprehensive income: Foreign currency translation adjustments, net of tax(282) (2,106) 2,749Unrealized (loss) gain on available-for-sale securities, net of tax(195) 319 1,780Total comprehensive income962,167 1,002,370 733,228Less: comprehensive income attributable to noncontrolling interest(231,021) (274,982) (227,855)Comprehensive income attributable to Wynn Resorts, Limited$731,146 $727,388 $505,373The accompanying notes are an integral part of these consolidated financial statements.71Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(in thousands, except share data) Common stock Sharesoutstanding Parvalue Treasurystock Additionalpaid-incapital Accumulatedothercomprehensiveincome Retainedearnings TotalWynn Resorts, Ltdstockholders’equity (deficit) Noncontrollinginterest Totalstockholders'equityBalances, January 1, 2012125,080,998 $1,379 $(1,127,036) $3,177,471 $840 $36,368 $2,089,022 $134,432 $2,223,454Stock redemption(24,549,222) (245) — (1,936,198) — — (1,936,443) — (1,936,443)Net income— — — — — 502,036 502,036 226,663 728,699Currency translation adjustment— — — — 1,987 — 1,987 762 2,749Net unrealized gain on investments— — — — 1,350 — 1,350 430 1,780Exercise of stock options332,576 3 — 15,580 — — 15,583 — 15,583Cancellation of restricted stock(31,500) — — — — — — — —Shares repurchased by the company and heldas treasury shares(7,640) — (911) — — — (911) — (911)Issuance of restricted stock41,500 — — — — — — — —Cash dividends declared— — — (462,730) — (493,629) (956,359) — (956,359)Excess tax benefits from stock-basedcompensation— — — 5,537 — — 5,537 — 5,537Stock-based compensation— — — 19,161 — — 19,161 682 19,843Balances, December 31, 2012100,866,712 1,137 (1,127,947) 818,821 4,177 44,775 (259,037) 362,969 103,932Net income— — — — — 728,652 728,652 275,505 1,004,157Currency translation adjustment— — — — (1,522) — (1,522) (584) (2,106)Net unrealized gain on investments— — — — 258 — 258 61 319Exercise of stock options383,151 5 — 20,431 — — 20,436 — 20,436Cancellation of restricted stock(78,500) (1) — 1 — — — — —Shares repurchased by the company and heldas treasury shares(114,355) — (15,472) — — — (15,472) — (15,472)Issuance of restricted stock135,400 1 — (1) — — — — —Cash dividends declared— — — 480 — (707,297) (706,817) (322,305) (1,029,122)Excess tax benefits from stock-basedcompensation— — — 10,474 — — 10,474 — 10,474Stock-based compensation— — — 38,521 — — 38,521 1,212 39,733Balances, December 31, 2013101,192,408 1,142 (1,143,419) 888,727 2,913 66,130 (184,507) 316,858 132,351Net income— — — — — 731,554 731,554 231,090 962,644Currency translation adjustment— — — — (203) — (203) (79) (282)Net unrealized (loss) gain on investments— — — — (205) — (205) 10 (195)Exercise of stock options211,133 2 — 11,643 — — 11,645 214 11,859Cancellation of restricted stock(9,166) — — — — — — — —Shares repurchased by the Company and heldas treasury shares(9,578) — (2,062) — — — (2,062) — (2,062)Issuance of restricted stock54,500 — — — — — — — —Shares of subsidiary repurchased for shareaward plan— — — — — — — (2,081) (2,081)Cash dividends declared— — — 59 — (633,197) (633,138) (312,287) (945,425)Excess tax benefits from stock-basedcompensation— — — 9,376 — — 9,376 — 9,376Stock-based compensation— — — 38,761 — — 38,761 6,145 44,906Balances, December 31, 2014101,439,297 $1,144 $(1,145,481) $948,566 $2,505 $164,487 $(28,779) $239,870 $211,091The accompanying notes are an integral part of these consolidated financial statements.72Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands) Years Ended December 31, 2014 2013 2012Cash flows from operating activities: Net income$962,644 $1,004,157 $728,699Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization314,119 371,051 373,199Deferred income taxes(8,086) (19,826) (3,655)Stock-based compensation39,196 39,537 19,648Excess tax benefits from stock-based compensation(9,339) (12,332) (5,253)Amortization and write-offs of deferred financing costs and other36,649 21,453 23,965Loss on extinguishment of debt9,569 40,435 25,151Provision for doubtful accounts3,906 11,877 18,091Property charges and other10,466 6,950 36,714Equity in income of unconsolidated affiliates, net of distributions(95) 122 106Decrease (increase) in swap fair value4,393 (14,235) (991)Increase (decrease) in cash from changes in: Receivables, net38 (14,875) (21,019)Inventories and prepaid expenses and other(6,917) (17,749) 3,644Customer deposits(155,399) 159,850 (31,362)Accounts payable and accrued expenses(102,827) 100,227 18,781Net cash provided by operating activities1,098,317 1,676,642 1,185,718Cash flows used in investing activities: Capital expenditures, net of construction payables and retention(1,127,015) (506,786) (240,985)Purchase of corporate debt securities(200,258) (222,856) (183,445)Proceeds from sale or maturity of corporate debt securities200,090 146,112 216,051Restricted cash198,943 (100,709) (99,163)Deposits and purchase of intangibles and other assets(218,925) (13,961) (38,042)Proceeds from sale of assets32,813 20,620 730Net cash used in investing activities(1,114,352) (677,580) (344,854)Cash flows from financing activities: Proceeds from exercise of stock options11,859 20,436 15,583Excess tax benefits from stock-based compensation9,339 12,332 5,253Dividends paid(942,928) (1,034,986) (955,493)Proceeds from issuance of long-term debt958,008 1,297,870 1,648,643Principal payments on long-term debt(101,339) (501,400) (1,022,847)Repurchase of first mortgage notes(98,400) — —Repurchase of common stock(2,062) (15,472) (911)Shares of subsidiary repurchased for share award plan(2,081) — —Interest rate swap settlement— — (2,368)Payments on long-term land concession obligation(29,338) (27,917) (13,449)Payment of financing costs(38,683) (42,006) (56,890)Net cash used in financing activities(235,625) (291,143) (382,479)Effect of exchange rate on cash(1,217) 1,903 4,247Cash and cash equivalents: (Decrease) increase in cash and cash equivalents(252,877) 709,822 462,632Balance, beginning of year2,435,041 1,725,219 1,262,587Balance, end of year$2,182,164 $2,435,041 $1,725,219 Supplemental cash flow disclosures Cash transactions: Cash paid for interest, net of amounts capitalized$295,041 $284,849 $225,499Cash paid for income taxes$3,041 $2,518 $4,547Non-cash transactions: Increase in debt related to the redemption of stock$— $— $1,936,443Stock-based compensation capitalized into construction$5,710 $195 $195Change in property and equipment included in accounts and construction payables$132,079 $67,650 $6,557Increase in liability for dividends declared on nonvested stock$1,668 $2,708 $866The accompanying notes are an integral part of these consolidated financial statements.73Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 1 - OrganizationWynn Resorts, Limited, a Nevada corporation (together with its subsidiaries, “Wynn Resorts” or the “Company”) is a developer, owner and operator ofdestination casino resorts (integrated resorts). In the Macau Special Administrative Region of the People's Republic of China ("Macau"), the Company owns72% of Wynn Macau, Limited, which operates the integrated Wynn Macau and Encore at Wynn Macau resort. In Las Vegas, Nevada, the Company owns100% of and operates the integrated Wynn Las Vegas and Encore at Wynn Las Vegas resort. The Company's integrated Macau resort of Wynn Macau and Encore at Wynn Macau features two luxury hotel towers with a total of 1,008 spaciousguest rooms and suites, approximately 284,000 square feet of casino space, casual and fine dining in eight restaurants, approximately 31,000 square feet oflounge and meeting space, approximately 57,000 square feet of retail space, recreation and leisure facilities, including two health clubs, spas and one pool.The Company refers to this integrated resort as its Macau Operations.The Company's integrated Las Vegas resort of Wynn Las Vegas and Encore at Wynn Las Vegas features two luxury hotel towers with a total of 4,748spacious guest rooms, suites and villas, approximately 186,000 square feet of casino space, 34 food and beverage outlets, an on-site 18-hole golf course,approximately 290,000 square feet of meeting and convention space, a Ferrari and Maserati dealership, approximately 99,000 square feet of retail space, aswell as two showrooms, three nightclubs and a beach club. The Company refers to this integrated resort as its Las Vegas Operations.The Company is currently constructing Wynn Palace, an integrated resort in the Cotai area of Macau, containing a 1,700-room hotel, performance lake,meeting space, casino, spa, retail offerings, and food and beverage outlets. The Company expects to open Wynn Palace in the first half of 2016.On September 17, 2014, the Massachusetts Gaming Commission ("MGC") designated Wynn MA, LLC ("Wynn MA"), an indirect wholly ownedsubsidiary of the Company, the award winner of the Greater Boston (Region A) gaming license. On November 4, 2014, a vote upheld the expanded gaminglaw in Massachusetts. On November 7, 2014, the gaming license awarded to the Company became effective. The Company will develop and operate anintegrated resort in Everett, Massachusetts containing a hotel, restaurants, casino, spa, premium retail offerings, meeting and convention space and awaterfront boardwalk.Note 2 - Summary of Significant Accounting PoliciesPrinciples of ConsolidationThe accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Investments in the50%-owned joint ventures operating the Ferrari and Maserati automobile dealership and the Brioni mens’ retail clothing store inside Wynn Las Vegas areaccounted for under the equity method. All significant intercompany accounts and transactions have been eliminated. Certain amounts in the consolidatedfinancial statements for the previous years have been reclassified to be consistent with the current year presentation. These reclassifications had no effect onthe previously reported net income.Use of EstimatesThe preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementsand the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Cash and Cash EquivalentsCash and cash equivalents are comprised of highly liquid investments with original maturities of three months or less and include both U.S. dollar-denominated and foreign currency-denominated securities. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents of $1,156.3million and $1,349.6 million at December 31, 2014 and 2013, respectively, were invested in bank time deposits, money market funds and commercial paper.In addition, the Company held bank deposits and cash on hand of approximately $1,025.9 million and $1,085.4 million as of December 31, 2014 and 2013,respectively.74Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)Restricted CashThe Company had restricted cash of $1.0 million and $199.9 million at December 31, 2014 and 2013, respectively. Restricted cash at December 31,2014 consists of cash held in trust in accordance with the Company's majority owned subsidiary's share award plan. Restricted cash at December 31, 2013consisted of certain proceeds of the Company’s financing activities that were restricted by the agreements governing the Company’s debt instruments for thepayment of certain Wynn Palace related construction and development costs. During the first quarter of 2014, the Company applied the restricted cashbalances to payment of certain Wynn Palace related construction and development costs.Investment SecuritiesInvestment securities consist of domestic and foreign short-term and long-term investments in corporate bonds and commercial paper reported at fairvalue, with unrealized gains and losses, net of tax, reported in other comprehensive income. Short-term investments have maturities of greater than threemonths but equal to or less than one year and long-term investments are those with a maturity date greater than one year. The Company’s investment policylimits the amount of exposure to any one issuer with the objective of minimizing the potential risk of principal loss. Management determines the appropriateclassification (held-to-maturity/available-for-sale) of its securities at the time of purchase and reevaluates such designation as of each balance sheet date.Adjustments are made for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. Such amortizationis included in interest income together with realized gains and losses and the stated interest on such securities.Accounts Receivable and Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable. TheCompany issues credit in the form of “markers” to approved casino customers following investigations of creditworthiness. At December 31, 2014 and 2013,approximately 85% and 86%, respectively, of the Company’s markers were due from customers residing outside the United States, primarily in Asia. Businessor economic conditions or other significant events in these countries could affect the collectability of such receivables.Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are initially recorded at cost. Accounts are writtenoff when management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance fordoubtful accounts is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value. The allowance is estimatedbased on historical collection patterns and current collection trends. In addition, the estimate reflects specific review of customer accounts as well asmanagement's experience with collection trends in the casino industry and current economic and business conditions.During 2014, 2013 and 2012 , the Company recorded adjustments to its reserve estimates for casino accounts receivable based on results of historicalcollection patterns and current collection trends. The adjustment benefited operating income by $8.7 million and net income attributable to Wynn Resorts,Limited by $6.8 million (or $0.07 per share on a fully diluted basis) for the year ended December 31, 2014. For the year ended December 31, 2013, thisadjustment benefited operating income by $14.9 million and net income attributable to Wynn Resorts, Limited by $12.0 million (or $0.12 per share on afully diluted basis for the year ended December 31, 2013). For the year ended December 31, 2012, this adjustment benefited operating income by $30.9million and net income attributable to Wynn Resorts, Limited by $23.3 million (or $0.22 per share on a fully diluted basis for the year ended December 31,2012).InventoriesInventories consist of retail merchandise, food and beverage items which are stated at the lower of cost or market value and certain operating supplies.Cost is determined by the first-in, first-out, average and specific identification methods.75Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)Property and EquipmentPurchases of property and equipment are stated at cost. Depreciation is provided over the estimated useful lives of the assets using the straight-linemethod as follows:Buildings and improvements10 to 45 yearsLand improvements10 to 45 yearsLeasehold interest in land25 yearsAirplanes18 to 20 yearsFurniture, fixtures and equipment3 to 20 yearsCosts related to improvements are capitalized, while costs of repairs and maintenance are charged to expense as incurred. The cost and accumulateddepreciation of property and equipment retired or otherwise disposed of are eliminated from the respective accounts and any resulting gain or loss is includedin property charges and other.Capitalized InterestThe interest cost associated with major development and construction projects is capitalized and included in the cost of the project. Interestcapitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. When no debtis specifically identified as being incurred in connection with a construction project, the Company capitalizes interest on amounts expended on the project atthe Company’s weighted average cost of borrowed money. Interest of $33.5 million, $10.5 million and $2.0 million, was capitalized for the years endedDecember 31, 2014, 2013 and 2012, respectively.Intangible AssetsThe Company’s indefinite-lived intangible assets consist primarily of water rights acquired as part of the original purchase price of the property onwhich Wynn Las Vegas is located, and trademarks. Indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually. TheCompany’s finite-lived intangible assets consist primarily of our Massachusetts gaming license and Macau gaming concession. Finite-lived intangible assetsare amortized over the shorter of their contractual terms or estimated useful lives.Long-Lived AssetsLong-lived assets, which are to be held and used, including intangible assets and property and equipment, are periodically reviewed by managementfor impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If an indicator ofimpairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If theundiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, thenimpairment is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. If an asset isstill under development, future cash flows include remaining construction costs.Deferred Financing CostsDirect and incremental costs incurred in obtaining loans or in connection with the issuance of long-term debt are capitalized and amortized to interestexpense over the terms of the related debt agreements. Approximately $12.6 million, $11.2 million and $11.0 million were amortized to interest expenseduring the years ended December 31, 2014, 2013 and 2012, respectively. Debt discounts incurred in connection with the issuance of debt have beencapitalized and are being amortized to interest expense using the effective interest method.Derivative Financial InstrumentsThe Company seeks to manage its market risk, including interest rate risk associated with variable rate borrowings, through balancing fixed-rate andvariable-rate borrowings with the use of derivative financial instruments. The fair value of derivative financial instruments are recognized as assets orliabilities at each balance sheet date, with changes in fair value affecting net income as the Company’s current interest rate swaps do not qualify for hedgeaccounting. Accordingly, changes in76Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)the fair value of the interest rate swaps are presented as an increase (decrease) in swap fair value in the accompanying Consolidated Statements of Income.The differentials paid or received on interest rate swap agreements are recognized as adjustments to interest expense.Redemption Price Promissory NoteThe Company recorded the fair value of the Redemption Price Promissory Note (the “Redemption Note”) of approximately $1.94 billion in accordancewith applicable accounting guidance. In determining this fair value, the Company estimated the Redemption Note’s present value using discounted cashflows with a probability weighted expected return for redemption assumptions and a discount rate which included time value and non-performance riskadjustments commensurate with risk of the Redemption Note.Considerations for the redemption assumptions included the stated maturity of the Redemption Note, uncertainty of the related cash flows as well aspotential effects of the following: uncertainties surrounding the potential outcome and timing of pending litigation with Aruze USA, Inc. ("Aruze"), UniversalEntertainment Corporation and Mr. Kazuo Okada (collectively, the “Okada Parties”) (see Note 17 “Commitments and Contingencies”); the outcome of on-going investigations of Aruze USA, Inc. by the United States Attorney’s Office, the U.S. Department of Justice and the Nevada Gaming Control Board; andother potential legal and regulatory actions. In addition, in the furtherance of various future business objectives, the Company considered its ability, at itssole option, to prepay the Redemption Note at any time in accordance with its terms without penalty. Accordingly, the Company reasonably determined thatthe estimated life of the Redemption Note could be less than the contractual life of the Redemption Note.In determination of the appropriate discount rate to be used in the estimated present value, the Redemption Note’s subordinated position relative to allother debt in the Company’s capital structure and credit ratings associated with the Company’s traded debt were considered. Observable inputs for the riskfree rate based on Federal Reserve rates for U.S. Treasury securities and credit risk spread based on a yield curve index of similarly rated debt were used. As aresult of this analysis, the Company concluded the Redemption Note's stated rate of 2% approximated a market rate.Revenue Recognition and Promotional AllowancesThe Company recognizes revenues at the time persuasive evidence of an arrangement exists, the service is provided or the retail goods are sold, pricesare fixed or determinable and collection is reasonably assured.Casino revenues are measured by the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited bycustomers before gaming play occurs and for chips in the customers’ possession. Cash discounts, other cash incentives related to casino play andcommissions rebated through junkets to customers are recorded as a reduction to casino revenue. Hotel, food and beverage, entertainment and other operatingrevenues are recognized when services are performed. Entertainment, retail and other revenue includes rental income which is recognized on a timeproportion basis over the lease term. Contingent rental income is recognized when the right to receive such rental income is established according to thelease agreements. Advance deposits on rooms and advance ticket sales are recorded as customer deposits until services are provided to the customer.Revenues are recognized net of certain sales incentives which are required to be recorded as a reduction of revenue; consequently, the Company’scasino revenues are reduced by discounts, commissions and points earned by customers from the Company's loyalty programs.The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues. Suchamounts are then deducted as promotional allowances. The estimated cost of providing such promotional allowances is primarily included in casinoexpenses as follows (in thousands): Years Ended December 31, 2014 2013 2012Rooms$54,981 $52,585 $53,487Food and beverage120,070 112,897 107,882Entertainment, retail and other14,977 14,659 17,522 $190,028 $180,141 $178,89177Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)Customer Loyalty ProgramsThe Company offers loyalty programs at both its Macau Operations and its Las Vegas Operations. Under the program at its Las Vegas Operations,customers earn points based on their level of slots play which can be redeemed for free play. Under the program at its Macau Operations, customers earnpoints based on their level of table games and slots play which can be redeemed for free play, gifts and complimentary dining and retail shopping. The pointsare recognized as a liability and as a separate element of the gaming transaction with allocation of the consideration received between the points and gamingtransaction. The initial recognition of the point liability is fair value based on points earned multiplied by redemption value, less an estimate for points notexpected to be redeemed. The revenue from the points is recognized when redeemed.Slot Machine JackpotsThe Company does not accrue a liability for base jackpots because it has the ability to avoid such payment as slot machines can legally be removedfrom the gaming floor without payment of the base amount. When the Company is unable to avoid payment of the jackpot (i.e., the incremental amount on aprogressive slot machine) due to legal requirements, the jackpot is accrued as the obligation becomes unavoidable. This liability is accrued over the timeperiod in which the incremental progressive jackpot amount is generated with a related reduction in casino revenue.Gaming TaxesThe Company is subject to taxes based on gross gaming revenue in the jurisdictions in which it operates, subject to applicable jurisdictionaladjustments. These gaming taxes are an assessment on the Company’s gross gaming revenues and are recorded as casino expenses in the accompanyingConsolidated Statements of Income. These taxes totaled $1.8 billion, $2.0 billion and $1.8 billion for the years ended December 31, 2014, 2013 and 2012,respectively.Advertising CostsThe Company expenses advertising costs the first time the advertising takes place. Advertising costs incurred in development periods are included inpre-opening costs. Once a project is completed, advertising costs are primarily included in general and administrative expenses. Total advertising costs were$23.3 million, $21.5 million and $23.0 million for the years ended December 31, 2014, 2013 and 2012, respectively.Pre-Opening CostsPre-opening costs consist primarily of direct salaries and wages, legal and consulting fees, insurance, utilities and advertising, and are expensed asincurred. During the years ended December 31, 2014, 2013 and 2012, the Company incurred pre-opening costs primarily in connection with the design andconstruction of Wynn Palace in the Cotai area of Macau.Income TaxesThe Company is subject to income taxes in the U.S. and other foreign jurisdictions where it operates. Accounting standards require the recognition ofdeferred tax assets, net of applicable reserves, and liabilities for the estimated future tax consequences attributable to differences between financial statementcarrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets andliabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect ofa change in tax rates on the income tax provision and deferred tax assets and liabilities is recognized in the results of operations in the period that includesthe enactment date. Accounting standards also require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not.Otherwise, a valuation allowance is applied.The Company’s income tax returns are subject to examination by the IRS and other tax authorities in the locations where it operates. The Companyassesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standardsprescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approachfor evaluating tax positions. If a tax position, based on its technical merits, is deemed more likely78Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)than not to be sustained, then the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes.Foreign CurrencyGains or losses from foreign currency remeasurements are included in other income (expense) in the accompanying Consolidated Statements of Income.The results of operations and the balance sheet of Wynn Macau, Limited and its subsidiaries are translated from Macau patacas to U.S. dollars. Balance sheetaccounts are translated at the exchange rate in effect at each year-end. Income statement accounts are translated at the average rate of exchange prevailingduring the year. Translation adjustments resulting from this process are charged or credited to other comprehensive income.Comprehensive IncomeComprehensive income includes net income and all other non-stockholder changes in equity, or other comprehensive income. Components of theCompany’s comprehensive income are reported in the accompanying Consolidated Statements of Stockholders’ Equity and Consolidated Statements ofComprehensive Income. The cumulative balance of other comprehensive income consists solely of currency translation adjustments and unrealized gain(loss) on available-for-sale securities.Fair Value MeasurementsThe Company measures certain of its financial assets and liabilities, such as cash equivalents, available-for-sale securities and interest rate swaps, at fairvalue on a recurring basis pursuant to accounting standards for fair value measurements. Fair value is the price that would be received to sell an asset or paidto transfer a liability in an orderly transaction between market participants at the measurement date. These accounting standards establish a three-tier fairvalue hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices inactive markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined asunobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.79Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)The following table presents assets and liabilities carried at fair value (in thousands): Fair Value Measurements Using: December 31, 2014 QuotedMarketPrices inActiveMarkets(Level 1) OtherObservableInputs(Level 2) UnobservableInputs(Level 3)Assets: Cash equivalents$1,156,285 $828 $1,155,457 —Interest rate swaps$5,915 — $5,915 —Restricted cash$977 $977 — —Available-for-sale securities$250,313 — $250,313 — Liabilities: Redemption note$1,936,443 — $1,936,443 — Fair Value Measurements Using: December 31, 2013 QuotedMarketPrices inActiveMarkets(Level 1) OtherObservableInputs(Level 2) UnobservableInputs(Level 3)Assets: Cash equivalents$1,349,647 $220,923 $1,128,724 —Interest rate swaps$10,308 — $10,308 —Restricted cash$199,936 — $199,936 —Available-for-sale securities$254,388 — $254,388 — Liabilities: Redemption note$1,936,443 — $1,936,443 —As of December 31, 2014 and 2013, approximately 19% and 91% of the Company’s cash equivalents categorized as Level 2 were deposits held inforeign currencies, respectively.Earnings Per ShareBasic earnings per share (“EPS’) is computed by dividing net income attributable to Wynn Resorts, Limited by the weighted average number of sharesoutstanding during the year. Diluted EPS is computed by dividing net income attributable to Wynn Resorts, Limited by the weighted average number ofcommon shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if thepotential dilutive securities had been issued. Potentially dilutive securities include outstanding stock options and unvested restricted stock.80Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)The weighted average number of common and common equivalent shares used in the calculation of basic and diluted EPS consisted of the following(in thousands, except per share amount): Years Ended December 31, 2014 2013 2012Numerator: Net income attributable to Wynn Resorts, Ltd.$731,554 $728,652 $502,036 Denominator: Weighted average common shares outstanding100,927 100,540 103,092Potential dilutive effect of stock options and restricted stock1,004 1,101 1,157Weighted average common and common equivalent shares outstanding101,931 101,641 104,249 Net income attributable to Wynn Resorts, Ltd. per common share, basic$7.25 $7.25 $4.87Net income attributable to Wynn Resorts, Ltd. per common share, diluted$7.18 $7.17 $4.82 Anti-dilutive stock options excluded from the calculation of diluted earnings per share26 92 680Stock-Based CompensationThe Company accounts for stock-based compensation in accordance with accounting standards which require the compensation cost relating to share-based payment transactions be recognized in the Company's Consolidated Statements of Income. The cost is measured at the grant date, based on theestimated fair value of the award using the Black-Scholes option pricing model for stock options, and based on the closing share price of the Company'sstock on the grant date for nonvested share awards. The cost is recognized as an expense on a straight-line basis over the employee's requisite service period(the vesting period of the award) net of estimated forfeitures. The Company's stock-based employee compensation arrangements are more fully discussed inNote 15 “Stock-Based Compensation”.Recently Issued Accounting StandardsIn August 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standards update that requires management to assess anentity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Substantial doubt about an entity's abilityto continue as a going concern exists when relevant conditions and events, consolidated in the aggregate, indicate that it is probable that an entity will beunable to meet its obligations as they become due within one year after the date that the financial statements are issued. Currently, there is no guidance inU.S. GAAP for management's responsibility to perform an evaluation. Under the update, management's evaluation is to be performed when preparing financialstatements for each annual and interim reporting period and based on relevant conditions and events that are known and reasonably knowable at the date thatthe financial statements are issued. The Company will adopt this standard effective January 1, 2017. The Company is currently assessing the impact theadoption of this standard will have on its consolidated financial statements.In June 2014, the FASB issued an accounting standards update that requires that a performance target that affects vesting, and that could be achievedafter the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant datefair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that theperformance target will be achieved and should represent the compensation cost attributable to the period or periods for which the requisite service hasalready been rendered. The effective date for this update is for the annual and interim periods beginning after December 15, 2015. Early application ispermitted. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements.In May 2014, the FASB issued an accounting standards update that amends the FASB Accounting Standards Codification and creates a new topic forRevenue from Contracts with Customers. The new guidance is expected to clarify the principles for revenue recognition and to develop a common revenuestandard for U.S. GAAP applicable to revenue transactions. This guidance provides that an entity should recognize revenue to depict the transfer of promisedgoods or services to customers in81Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance also providessubstantial revision of interim and annual disclosures. The update allows for either full retrospective adoption, meaning the guidance is applied for allperiods presented, or modified retrospective adoption, meaning the guidance is applied only to the most current period presented in the financial statementswith the cumulative effect of initially applying the guidance recognized at the date of initial application. The effective date for this update is for the annualand interim periods beginning after December 15, 2016. Early application is not permitted. The Company will adopt this standard effective January 1, 2017.The Company is currently assessing the impact the adoption of this standard will have on its consolidated financial statements.In July 2013, the FASB issued an accounting standards update that amends the presentation requirements of an unrecognized tax benefit when a loss orother carryforward exists. The update would require the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward thatwould apply in settlement of the uncertain tax positions. The effective date for this update is for the annual and interim periods beginning after December 15,2013. The Company adopted this standard during the first quarter of 2014. The adoption of this update prospectively resulted in the presentation ofunrecognized tax benefits of $29.2 million previously reflected in other long-term liabilities to be classified in long-term deferred income taxes, net, in theaccompanying Consolidated Balance Sheets, at December 31, 2014.Note 3 - Accumulated Other Comprehensive IncomeThe following table presents the changes by component, net of tax and noncontrolling interest, in accumulated other comprehensive income of theCompany (in thousands): Foreigncurrencytranslation Unrealizedgain (loss) onsecurities AccumulatedothercomprehensiveincomeDecember 31, 2013$2,874 $39 $2,913Current period other comprehensive gain (loss)129 (208) (79)Amounts reclassified from accumulated other comprehensive income(333) 4 (329)Net current-period other comprehensive loss(204) (204) (408)December 31, 2014$2,670 $(165) $2,505Note 4 - Investment SecuritiesInvestment securities consisted of the following (in thousands): December 31, 2014 December 31, 2013 Amortizedcost Grossunrealizedgains Grossunrealizedlosses Fair value(netcarryingamount) Amortizedcost Grossunrealizedgains Grossunrealizedlosses Fair value(netcarryingamount)Domestic and foreign corporatebonds$204,045 $28 $(174) $203,899 $221,418 $140 $(124) $221,434Commercial paper46,434 1 (21) 46,414 32,941 16 (3) 32,954 $250,479 $29 $(195) $250,313 $254,359 $156 $(127) $254,388For investments with unrealized losses as of December 31, 2014, the Company has determined that (i) it does not have the intent to sell any of theseinvestments, and (ii) it is not likely that the Company will be required to sell these investments prior to the recovery of the amortized cost. Accordingly, theCompany has determined that no other-than-temporary impairments exist at the reporting date.The Company obtains pricing information in determining the fair value of its available-for-sale securities from independent pricing vendors. Based onmanagement’s inquiries, the pricing vendors use various pricing models consistent with what other market participants would use. The assumptions andinputs used by the pricing vendors are derived from market observable sources including: reported trades, broker/dealer quotes, issuer spreads, benchmarkcurves, bids, offers and other market-related data. The Company has not made adjustments to such prices. Each quarter, the Company validates the fair valuepricing methodology to determine the fair value is consistent with applicable accounting guidance and to confirm that the82Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)securities are classified properly in the fair value hierarchy. The Company compares the pricing received from its vendors to independent sources for the sameor similar securities.The fair value of these investment securities at December 31, 2014, by contractual maturity, are as follows (in thousands): Fair valueAvailable-for-sale securities Due in one year or less$240,140Due after one year through two years10,173 $250,313Note 5 - Receivables, netReceivables, net consisted of the following (in thousands): As of December 31, 2014 2013Casino$257,930 $252,998Hotel15,474 15,386Retail leases and other39,231 47,539 312,635 315,923Less: allowance for doubtful accounts(74,678) (73,991) $237,957 $241,932Note 6 - Property and Equipment, netProperty and equipment, net consisted of the following (in thousands): As of December 31, 2014 2013Land and improvements$734,625 $733,233Buildings and improvements3,883,626 3,883,442Airplanes126,491 135,040Furniture, fixtures and equipment1,749,288 1,686,522Leasehold interest in land316,431 316,550Construction in progress1,666,326 558,624 8,476,787 7,313,411Less: accumulated depreciation(2,620,945) (2,378,962) $5,855,842 $4,934,449Construction in progress consists primarily of costs capitalized, including interest, for the construction of Wynn Palace.83Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)Note 7 - Intangible Assets, netIntangible assets, net consisted of the following (in thousands): As of December 31, 2014 2013Indefinite-lived intangible assets: Trademarks$1,399 $1,399Water rights6,400 6,400Total indefinite-lived intangible assets7,799 7,799 Finite-lived intangible assets: Macau Gaming Concession42,300 42,300Less: accumulated amortization(24,432) (22,048) 17,868 20,252Show Production rights— 863Less: accumulated amortization— (863) — —Massachusetts Gaming License86,700 —Less: accumulated amortization— — 86,700 —Other2,716 2,716Less: write-offs(2,716) — — 2,716Total finite-lived intangible assets104,568 22,968Total intangible assets, net$112,367 $30,767Water rights and trademarks are indefinite-lived assets and, accordingly, not amortized. Water rights reflect the fair value allocation determined in thepurchase of the property on which Wynn Las Vegas is located in April 2000. The value of the trademarks primarily represents the costs to acquire the “LeRêve” name.The Macau gaming concession is a finite-lived intangible asset and being amortized over the 20-year life of the concession. The Company expects thatamortization of the Macau gaming concession will be $2.4 million each year from 2015 through 2021, and $1.2 million in 2022.In November 2014, the Company was awarded a license to operate a casino in Massachusetts. The consideration paid to the State of Massachusetts forthe license fee and certain costs incurred in connection with and contractually related to obtaining the license will be considered a finite-lived intangibleasset. These amounts will be amortized beginning upon the opening of the resort.84Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)Note 8 - Long-Term DebtLong-term debt consisted of the following (in thousands): December 31, 2014 2013Macau Related: Wynn Macau Credit Facilities: Senior Term Loan, due July 31, 2017 and July 31, 2018; interest at LIBOR or HIBOR plus 1.75%—2.50%, netof original issue discount of $3,830 at December 31, 2014 and $4,900 at December 31, 2013$948,823 $948,028Senior Revolving Credit Facility, due July 31, 2017, interest at LIBOR or HIBOR plus 1.75%—2.50%132,524 —5 1/4% Senior Notes, due October 15, 2021, including original issue premium of $5,141 at December 31, 2014and none at December 31, 20131,355,141 600,000U.S. and Corporate Related: 7 7/8% First Mortgage Notes, due May 1, 2020, net of original issue discount of $1,279 at December 31, 2014 and$1,463 at December 31, 2013345,731 350,5477 3/4% First Mortgage Notes, due August 15, 20201,226,600 1,320,0005 3/8% First Mortgage Notes, due March 15, 2022900,000 900,0004 1/4% Senior Notes, due May 30, 2023500,000 500,000Redemption Price Promissory Note with former stockholder and related party, due February 18, 2022; interest at2%1,936,443 1,936,443Note Payable, due April 1, 2017; interest at LIBOR plus 1.25%— 32,550 7,345,262 6,587,568Current portion of long-term debt— (1,050) $7,345,262 $6,586,518Macau Related DebtWynn Macau Credit FacilitiesOn July 31, 2012, Wynn Resorts (Macau) S.A. (“Wynn Macau SA”), an indirect subsidiary of Wynn Resorts, Limited, amended and restated its creditfacilities from September 2004 (as amended and restated, the “Wynn Macau Credit Facilities”). The Wynn Macau Credit Facilities and related agreementsexpanded availability under Wynn Macau SA’s senior secured bank facility to $2.5 billion (or equivalent in Hong Kong dollars), consisting of a $1.55billion equivalent senior secured revolving credit facility and a $950 million equivalent fully funded senior secured term loan facility. The $950 millionequivalent senior term loan facility includes an increase of $200 million equivalent from the exercise of an option by Wynn Macau SA on July 30, 2013. Theexercise of Wynn Macau SA's option to increase the senior term loan facility was pursuant to the terms and provisions of the Wynn Macau Credit Facilities.Borrowings under the Wynn Macau Credit Facilities, which consist of both Hong Kong Dollar and United States Dollar tranches, were used to refinanceWynn Macau SA’s existing indebtedness, and will be used to fund the design, development, construction and pre-opening expenses of Wynn Palace and forgeneral corporate purposes.The revolving credit facility matures in July 2017 and the term loan facility matures in July 2018. The principal amount of the term loan is required tobe repaid in two equal installments in July 2017 and July 2018. The Wynn Macau Credit Facilities bear interest for the first six months after closing atLIBOR or HIBOR plus a margin of 2.50% and thereafter will be subject to LIBOR or HIBOR plus a margin of between 1.75% to 2.50% based on WynnMacau SA’s leverage ratio. The annual fee required to pay for unborrowed amounts, if any, is 0.61% per annum, payable quarterly in arrears, calculated basedon the daily average of the unborrowed amounts under such credit facilities.Borrowings under the Wynn Macau Credit Facilities are guaranteed by Palo Real Estate Company Limited (“Palo”), a subsidiary of Wynn Macau SA,and by certain subsidiaries of the Company that own equity interests in Wynn Macau SA, and85Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)are secured by substantially all of the assets of Wynn Macau SA, the equity interests in Wynn Macau SA and substantially all of the assets of Palo.The Wynn Macau Credit Facilities contain a requirement that Wynn Macau SA must make mandatory repayments of indebtedness from specifiedpercentages of excess cash flow. If Wynn Macau SA meets a Consolidated Leverage Ratio, as defined in the Wynn Macau Credit Facilities, of greater than 4.0to 1, such repayment is defined as 50% of Excess Cash Flow, as defined in the Wynn Macau Credit Facilities. If the Consolidated Leverage Ratio is equal orless than 4.0 to 1, then no repayment is required.The Wynn Macau Credit Facilities contain customary covenants restricting certain activities including, but not limited to: the incurrence of additionalindebtedness, the incurrence or creation of liens on any of its property, sale and leaseback transactions, the ability to dispose of assets, and making loans orother investments. In addition, Wynn Macau SA was required by the financial covenants to maintain a Leverage Ratio, as defined in the Wynn Macau CreditFacilities, of not greater than 4.50 to 1 as of December 31, 2014, and an Interest Coverage Ratio, as defined in the Wynn Macau Credit Facilities, of not lessthan 2.00 to 1.In connection with the initial financing of Wynn Macau SA, Wynn Macau SA entered into a Bank Guarantee Reimbursement Agreement with BancoNacional Ultramarino, S.A. (“BNU”) for the benefit of the Macau government. This guarantee assures Wynn Macau SA’s performance under the casinoconcession agreement, including the payment of premiums, fines and indemnity for any material failure to perform under the terms of the concessionagreement. As of December 31, 2014, the guarantee was in the amount of 300 million Macau patacas (approximately $37 million) and will remain at suchamount until 180 days after the end of the term of the concession agreement (2022). BNU, as issuer of the guarantee, is currently secured by a second prioritysecurity interest in the senior lender collateral package. From and after repayment of all indebtedness under the Wynn Macau Credit Facilities, Wynn MacauSA is obligated to promptly, upon demand by BNU, repay any claim made on the guarantee by the Macau government. BNU is paid an annual fee for theguarantee of approximately 2.3 million Macau patacas (approximately $0.3 million).In connection with amending the Wynn Macau Credit Facilities, the Company expensed $17.7 million and capitalized $33.2 million of financing costsin the year ended December 31, 2012.As of December 31, 2014, the Company had $1.42 billion of available borrowing capacity under the senior secured revolving credit facility.5 1/4% Senior Notes due 2021On March 20, 2014, Wynn Macau, Limited (“WML”), an indirect subsidiary of Wynn Resorts, Limited, issued $750 million aggregate principalamount of 5 1/4% Senior Notes due 2021 (the “Additional 2021 Notes”), which were consolidated and form a single series with the $600 million aggregateprincipal amount of 5 1/4% Senior Notes due 2021 issued by WML on October 16, 2013 (the “Original 2021 Notes” and together with the “Additional 2021Notes”, the “2021 Notes”). WML received net proceeds of approximately $748.8 million after adding the original issue premium and deducting commissionsand expenses of the offering. WML will use the net proceeds for working capital requirements and general corporate purposes.The Additional 2021 Notes have the same terms and conditions as those of the Original 2021 Notes. The 2021 Notes will bear interest at the rate of 51/4% per annum and will mature on October 15, 2021. Interest on the 2021 Notes is payable semi-annually in arrears on April 15 and October 15 of each year,beginning on April 15, 2014. At any time on or before October 14, 2016, WML may redeem the 2021 Notes, in whole or in part, at a redemption price equalto the greater of (a) 100% of the aggregate principal amount of the 2021 Notes or (b) a “make-whole” amount as determined by an independent investmentbanker in accordance with the terms of the indenture for the 2021 Notes, dated as of October 16, 2013 (the "WML Indenture"). In either case, the redemptionprice would include accrued and unpaid interest. In addition, on or after October 15, 2016, WML may redeem the 2021 Notes, in whole or in part, at apremium decreasing annually from 103.94% of the principal amount to zero, plus accrued and unpaid interest. If WML undergoes a Change of Control (asdefined in the WML Indenture), it must offer to repurchase the 2021 Notes at a price equal to 101% of the aggregate principal amount thereof, plus accruedand unpaid interest. In addition, the Company may redeem the 2021 Notes, in whole but not in part, at a redemption price equal to 100% of the principalamount, plus accrued and unpaid interest, in response to any change in or amendment to certain tax laws or tax positions. Further, if a holder or beneficialowner of the 2021 Notes fails to meet certain requirements imposed by any Gaming Authority (as defined in the WML Indenture), WML may require theholder or beneficial owner to dispose of or redeem its 2021 Notes.86Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)The 2021 Notes are WML’s general unsecured obligations and rank pari passu in right of payment with all of WML’s existing and future seniorunsecured indebtedness; will rank senior to all of WML’s future subordinated indebtedness, if any; will be effectively subordinated to all of WML’s futuresecured indebtedness to the extent of the value of the assets securing such debt; and will be structurally subordinated to all existing and future obligations ofWML’s subsidiaries, including Wynn Macau SA’s existing credit facilities. The 2021 Notes are not registered under the Securities Act of 1933, as amended(the “Securities Act”), and the 2021 Notes are subject to restrictions on transferability and resale.The WML Indenture contains covenants limiting WML’s (and certain of its subsidiaries’) ability to, among other things: merge or consolidate withanother company; transfer or sell all or substantially all of its properties or assets; and lease all or substantially all of its properties or assets. The terms of theWML Indenture contain customary events of default, including, but not limited to: default for 30 days in the payment when due of interest on the 2021Notes; default in the payment when due of the principal of, or premium, if any, on the 2021 Notes; failure to comply with any payment obligations relating tothe repurchase by WML of the 2021 Notes upon a change of control; failure to comply with certain covenants in the WML Indenture; certain defaults oncertain other indebtedness; failure to pay judgments against WML or certain subsidiaries that, in the aggregate, exceed $50 million; and certain events ofbankruptcy or insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency, all 2021 Notes then outstanding willbecome due and payable immediately without further action or notice.U.S. and Corporate Related DebtWynn America Credit FacilitiesOn November 20, 2014, Wynn America, LLC ("Wynn America"), an indirect wholly owned subsidiary of Wynn Resorts, Limted, and certain subsidiariesof Wynn America, entered into a $1.25 billion senior secured credit facility. The senior secured credit facility consists of a $375 million senior securedrevolving credit facility and an $875 million delay draw senior secured term loan facility (together, the "Wynn America Credit Facilities"). Borrowings underthe Wynn America Credit Facilities will be used by the Company primarily to fund the design, development, construction and pre-opening expenses of theWynn resort in Massachusetts and for other general corporate purposes.The revolving credit facility matures in November 2019. The term loan facility matures in November 2020 and will require quarterly principalpayments, scheduled to begin in June 2018. Subject to certain exceptions, the Wynn America Credit Facilities bear interest at either base rate plus 0.75% perannum or the reserve adjusted eurodollar rate plus 1.75% per annum. The annual fee required to pay for unborrowed amounts, if any, is 0.30% per annum,payable quarterly in arrears, calculated based on the daily average of the unborrowed amounts under such credit facilities.Certain subsidiaries of Wynn America will guarantee the obligation of Wynn America under the credit facilities. Wynn America has agreed to usecommercially reasonable efforts to cause a series of corporate restructurings and related transactions, including receipt of gaming approvals from relevantgaming authorities, pursuant to which Wynn Las Vegas, LLC and its subsidiaries will become subsidiaries of Wynn Las Vegas Holdings, LLC, a directsubsidiary of Wynn America (the "Wynn Las Vegas Reorganization"). Upon the consummation of the Wynn Las Vegas Reorganization (including receipt ofall approvals required under applicable gaming laws and regulations), Wynn Las Vegas, LLC and its subsidiaries shall be restricted subsidiaries under thecredit facilities but shall not guarantee the obligations of Wynn America until such time, and then only to such extent, as may be permitted by any thenexisting Wynn Las Vegas, LLC' senior secured notes.The Wynn America Credit Facilities contain customary representation and warranties, events of default and negative and affirmative covenants,including, among other things, limitations on: indebtedness; investments; restricted payments; mergers and acquisitions; payments of indebtedness; negativepledges; liens; transactions with affiliates and sales of assets. In addition, Wynn America is subject to financial covenants including maintaining a MaximumConsolidated Senior Secured Net Leverage Ratio and a Minimum Consolidated EBITDA, each as defined in the Wynn America Credit Facilities.Commencing with the second full fiscal quarter ending after the fiscal quarter in which the opening of the Wynn Resort in Massachusetts occurs, theMaximum Consolidated Senior Secured Net Leverage Ratio is not to exceed 2.75 to 1. Commencing with the first full fiscal quarter ending with the fiscalquarter in which the Wynn Las Vegas Reorganization occurs, the Minimum Consolidated EBITDA is not to be less than $200.0 million.The Company has provided a completion guaranty in favor of the lenders under the Wynn America Credit Facilities to support the development andopening of the Wynn resort in Massachusetts.87Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)Wynn America and the guarantors have entered into a security agreement in favor of the lenders under the Wynn America Credit Facilities pursuant towhich, subject to certain exceptions, Wynn America and the guarantors have pledged all equity interests in the guarantors to the extent permitted byapplicable law and granted a first priority security interest in substantially all of the other existing and future assets of the guarantors.In connection with entering into the Wynn America Credit Facilities, the Company capitalized $23.4 million of financing costs in the year endedDecember 31, 2014.As of December 31, 2014, there were no amounts drawn under the Wynn America Credit Facilities, however, there were outstanding letters of credittotaling $8.9 million reducing the available borrowing capacity to $1.24 billion.7 7/8% First Mortgage Notes due 2020In April 2010, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. ("Wynn Capital"), an indirect wholly owned subsidiary of Wynn Resorts,Limited (together, the "Issuers") issued, in a private offering, $352 million aggregate principal amount of 7 7/8% first mortgage notes due May 1, 2020 (the“7 7/8% 2020 Notes”). The 7 7/8% 2020 Notes were issued pursuant to an exchange offer for previously issued notes that were to mature in December 2014.Interest is due on the 7 7/8% 2020 Notes on May 1st and November 1st of each year. Commencing May 1, 2015, the 7 7/8% 2020 Notes are redeemable at theIssuers’ option at a price equal to 103.938% of the principal amount redeemed and the premium over the principal amount declines ratably on May 1st ofeach year thereafter to zero on or after May 1, 2018. The 7 7/8% 2020 Notes are senior obligations of the Issuers and are unsecured (except by the first prioritypledge by Wynn Resorts Holdings, LLC of its equity interests in Wynn Las Vegas, LLC (the "Holdings pledge")). The Issuers’ obligations under the 7 7/8%2020 Notes rank pari passu in right of payment with the 7 3/4% 2020 Notes (as defined below), the 2022 Notes (as defined below) and the 2023 Notes (asdefined below). The 7 7/8% 2020 Notes are not guaranteed by any of the Company’s subsidiaries. If the Issuers undergo a change of control, they must offerto repurchase the 7 7/8% 2020 Notes at 101% of the principal amount, plus accrued and unpaid interest. The indenture governing the 7 7/8% 2020 Notescontains customary negative covenants and financial covenants, including, but not limited to, covenants that restrict Wynn Las Vegas, LLC's ability to: paydividends or distributions or repurchase equity; incur additional debt; make investments; create liens on assets to secure debt; enter into transactions withaffiliates; enter into sale-leaseback transactions; merge or consolidate with another company; transfer and sell assets or create dividend and other paymentrestrictions affecting subsidiaries.During the year ended December 31, 2014, Wynn Las Vegas, LLC repurchased and canceled $5.0 million in principal, plus interest, of its 7 7/8% firstmortgage notes due May 1, 2020 through the open market. The Company incurred $0.5 million in expenses associated primarily with the premium paid forthe repurchases and unamortized deferred financing costs and original issue discount, which is included in loss on extinguishment of debt in theaccompanying Consolidated Statements of Income.On February 10, 2015, the Issuers commenced a cash tender offer for any and all of the outstanding aggregate principal amount of the 7 7/8% 2020Notes. Wynn Las Vegas, LLC accepted for purchase valid tenders with respect to approximately $305.8 million of the $377.0 million aggregate principalamount. For more information on the cash tender offer of the 7 7/8% 2020 Notes, see Note 20 "Subsequent Events".88Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)7 3/4% First Mortgage Notes due 2020In August 2010, the Issuers issued $1.32 billion aggregate principal amount of 7 3/4% first mortgage notes due August 15, 2020 (the “7 3/4% 2020Notes”). The 7 3/4% 2020 Notes were issued at par. The 7 3/4% 2020 Notes refinanced a previous notes issue that was to mature in December 2014. Interest isdue on the 7 3/4% 2020 Notes on February 15th and August 15th of each year. Commencing August 15, 2015, the 7 3/4% 2020 Notes are redeemable at theIssuers’ option at a price equal to 103.875% of the principal amount redeemed and the premium over the principal amount declines ratably on August 15th ofeach year thereafter to zero on or after August 15, 2018. The 7 3/4% 2020 Notes are senior obligations of the Issuers and are unsecured (except by theHoldings pledge). The Issuers’ obligations under the 7 3/4% 2020 Notes rank pari passu in right of payment with the 7 7/8% 2020 Notes, the 2022 Notes (asdefined below) and the 2023 Notes (as defined below). The 7 3/4% 2020 Notes are not guaranteed by any of the Company’s subsidiaries. If the Issuersundergo a change of control, they must offer to repurchase the 7 3/4% 2020 Notes at 101% of the principal amount, plus accrued and unpaid interest. Theindenture governing the 7 3/4% 2020 Notes contains customary negative covenants and financial covenants, including, but not limited to, covenants thatrestrict Wynn Las Vegas, LLC’s ability to: pay dividends or distributions or repurchase equity; incur additional debt; make investments; create liens onassets to secure debt; enter into transactions with affiliates; enter into sale-leaseback transactions; merge or consolidate with another company; transfer andsell assets or create dividend and other payment restrictions affecting subsidiaries.During the year ended December 31, 2014, Wynn Las Vegas, LLC repurchased and canceled $93.4 million in principal, plus interest, of its 7 3/4% firstmortgage notes due August 15, 2020 through the open market. The Company incurred $9.1 million in expenses associated primarily with the premium paidfor the repurchases and unamortized deferred financing costs included in loss on extinguishment of debt in the accompanying Consolidated Statements ofIncome.On February 10, 2015, the Issuers commenced a cash tender offer for any and all of the outstanding aggregate principal amount of the 7 3/4% 2020Notes. Wynn Las Vegas, LLC accepted for purchase valid tenders with respect to approximately $1,146.5 million of the $1,226.6 million aggregate principalamount. For more information on the cash tender offer of the 7 3/4% 2020 Notes, see Note 20 "Subsequent Events".5 3/8% First Mortgage Notes due 2022In March 2012, the Issuers issued, in a private offering, $900 million aggregate principal amount of 5 3/8% First Mortgage Notes due 2022 (the “2022Notes”). A portion of the proceeds were used to repay all amounts outstanding under the Wynn Las Vegas, LLC term loan facilities. In October 2012, theIssuers commenced an offer to exchange all of the 2022 Notes for notes registered under the Securities Act of 1933, as amended. The exchange offer closed onNovember 6, 2012. Interest is due on the 2022 Notes on March 15th and September 15th of each year. Commencing March 15, 2017, the 2022 Notes areredeemable at the Issuers’ option at a price equal to 102.688% of the principal amount redeemed and the premium over the principal amount declines ratablyon March 15th of each year thereafter to zero on or after March 15, 2020. The 2022 Notes are senior obligations of the Issuers and are unsecured (except bythe Holdings pledge). The Issuers’ obligations under the 2022 Notes rank pari passu in right of payment with the 7 7/8% 2020 Notes, the 7 3/4% 2020 Notesand the 2023 Notes (as defined below). The 2022 Notes are not guaranteed by any of the Company’s subsidiaries. If the Issuers undergo a change of control,they must offer to repurchase the 2022 Notes at 101% of the principal amount, plus accrued and unpaid interest. The indenture governing the 2022 Notescontains customary negative covenants and financial covenants, including, but not limited to, covenants that restrict Wynn Las Vegas, LLC’s ability to: paydividends or distributions or repurchase equity; incur additional debt; make investments; create liens on assets to secure debt; enter into transactions withaffiliates; enter into sale-leaseback transactions; merge or consolidate with another company; transfer and sell assets or create dividend and other paymentrestrictions affecting subsidiaries.4 1/4% Senior Notes due 2023In May 2013, the Issuers completed the issuance of $500 million aggregate principal amount of 4 1/4% Senior Notes due 2023 (the “2023 Notes”)pursuant to an indenture, dated as of May 22, 2013 (the “2023 Indenture”), among the Issuers, the Guarantors (as defined below) and U.S. Bank NationalAssociation, as trustee. The 2023 Notes were issued at par. The Issuers used the net proceeds from the 2023 Notes to cover the cost of purchasing the 2017Notes tendered in the tender offer. In addition, the Issuers satisfied and discharged the 2017 Indenture and, in November 2013, used the remaining netproceeds to redeem all of the 2017 Notes not previously tendered. In connection with the issuance of the 2023 Notes, the Company capitalizedapproximately $4.1 million of financing costs.89Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)The 2023 Notes will mature on May 30, 2023 and bear interest at the rate of 4 1/4% per annum. The Issuers may, at their option, redeem the 2023 Notes,in whole or in part, at any time or from time to time prior to their stated maturity. The redemption price for 2023 Notes that are redeemed before February 28,2023 will be equal to the greater of (a) 100% of the principal amount of the 2023 Notes to be redeemed or (b) a “make-whole” amount described in the 2023Indenture, plus in either case accrued and unpaid interest to, but not including, the redemption date. The redemption price for the 2023 Notes that areredeemed on or after February 28, 2023 will be equal to 100% of the principal amount of the 2023 Notes to be redeemed, plus accrued and unpaid interest to,but not including, the redemption date. In the event of a change of control triggering event, the Issuers will be required to offer to repurchase the 2023 Notesat 101% of the principal amount, plus accrued and unpaid interest to but not including the repurchase date. The 2023 Notes are also subject to mandatoryredemption requirements imposed by gaming laws and regulations of gaming authorities in Nevada.The 2023 Notes are the Issuers’ senior unsecured obligations and rank pari passu in right of payment with the Issuers’ outstanding 7 7/8% 2020 Notes,7 3/4% 2020 Notes and the 2022 Notes. The 2023 Notes are secured by a first priority pledge of the Company’s equity interests. The equity interests of theCompany also secure the Issuers' outstanding 7 7/8% 2020 Notes, 7 3/4% 2020 Notes and the 2022 Notes. If Wynn Resorts, Limited receives an investmentgrade rating from one or more ratings agencies, the first priority pledge securing the 2023 Notes will be released.The 2023 Notes are jointly and severally guaranteed by all of the Issuers’ subsidiaries, other than Wynn Las Vegas Capital Corp., which was a co-issuer(the “Guarantors”). The guarantees are senior unsecured obligations of the Guarantors and rank senior in right of payment to all of their existing and futuresubordinated debt. The guarantees rank equally in right of payment with all existing and future liabilities of the Guarantors that are not so subordinated andwill be effectively subordinated in right of payment to all of such Guarantors’ existing and future secured debt (to the extent of the collateral securing suchdebt).The 2023 Indenture contains covenants limiting the Issuers’ and the Guarantors' ability to create liens on assets to secure debt; enter into sale-leasebacktransactions; and merge or consolidate with another company. These covenants are subject to a number of important and significant limitations,qualifications and exceptions.Events of default under the 2023 Indenture include, among others, the following: default for 30 days in the payment when due of interest on the 2023Notes; default in payment when due of the principal of, or premium, if any, on the 2023 Notes; failure to comply with certain covenants in the 2023Indenture; and certain events of bankruptcy or insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency withrespect to the Issuers or any Guarantor, all 2023 Notes then outstanding will become due and payable immediately without further action or notice.The 2023 Notes were offered pursuant to an exemption under the Securities Act of 1933, as amended (the “Securities Act”). The 2023 Notes wereoffered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to certain persons in reliance onRegulation S under the Securities Act. The 2023 Notes have not been and will not be registered under the Securities Act of 1933 or under any state securitieslaws. Therefore, the 2023 Notes may not be offered or sold within the United States to, or for the account or benefit of, any United States person unless theoffer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws.Redemption Price Promissory NoteBased on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, the Company redeemed and canceled Aruze’s 24,549,222 shares ofWynn Resorts’ common stock. Following a finding of “unsuitability,” Wynn Resorts’ articles of incorporation authorize redemption of the shares held byunsuitable persons at a “fair value” redemption price. The Company engaged an independent financial advisor to assist in the fair value calculation andconcluded that a discount to the then current trading price was appropriate because of, among other things, restrictions on most of the shares held by Aruzeunder the terms of the Stockholders Agreement (as defined below). Pursuant to its articles of incorporation, the Company issued the Redemption Note toAruze, a former stockholder and related party, in redemption of the shares. The Redemption Note has a principal amount of $1.94 billion, matures onFebruary 18, 2022 and bears interest at the rate of 2% per annum payable annually in arrears on each anniversary of the date of the Redemption Note. TheCompany may, in its sole and absolute discretion, at any time and from time to time, and without penalty or premium, prepay the whole or any portion of theprincipal or interest due under the Redemption Note. In no instance shall any payment obligation under the Redemption Note be accelerated except in thesole and absolute discretion of the Company or as specifically mandated by law. The indebtedness evidenced by the Redemption Note is and shall besubordinated in right of payment, to the extent and in the manner provided in the Redemption Note, to the prior payment in full of all existing and futureobligations of Wynn Resorts and any of its affiliates in respect of indebtedness for borrowed money of any kind or nature.90Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)The Company recorded the fair value of the Redemption Note of approximately $1.94 billion in accordance with applicable accounting guidance. TheCompany utilized an independent third party valuation to assist in the determination of this fair value. In determining this fair value, the Company estimatedthe Redemption Note’s present value using discounted cash flows with a probability weighted expected return for redemption assumptions and a discountrate which included time value and non-performance risk adjustments commensurate with risk of the Redemption Note.Considerations for the redemption assumptions included the stated maturity of the Redemption Note, uncertainty of the related cash flows as well aspotential effects of the following: uncertainties surrounding the potential outcome and timing of pending litigation with the Okada Parties (see Note 17“Commitments and Contingencies”); the outcome of on-going investigations of Aruze by the United States Attorney’s Office, the U.S. Department of Justiceand the Nevada Gaming Control Board; and other potential legal and regulatory actions. In addition, in the furtherance of various future business objectives,the Company considered its ability, at its sole option, to prepay the Redemption Note at any time in accordance with its terms without penalty. Accordingly,the Company reasonably determined that the estimated life of the Redemption Note could be less than the contractual life of the Redemption Note.In determination of the appropriate discount rate to be used in the estimated present value, the Redemption Note’s subordinated position relative to allother debt in the Company’s capital structure and credit ratings associated with the Company’s traded debt were considered. Observable inputs for the riskfree rate based on Federal Reserve rates for U.S. Treasury securities and credit risk spread based on a yield curve index of similarly rated debt was used. As aresult of this analysis, the Company concluded the Redemption Notes’s stated rate of 2% approximated a market rate.The Okada Parties have challenged the redemption of Aruze’s shares and the Company is currently involved in litigation with those parties as well asrelated shareholder derivative litigation. See further discussion in Note 17 “Commitments and Contingencies”.On each of February 14, 2013 and February 13, 2014, the Company issued checks to Aruze in the amount of $38.7 million, representing the interestpayments due on the Redemption Note at those times. However, those checks were not cashed. In February 2014, the Okada Parties advised of their intent todeposit any checks for interest and principal, past and future, due under the terms of the Redemption Note to the clerk of the court for deposit into the clerk’strust account. On March 17, 2014, the parties stipulated that the checks be returned to the Company for reissue in the same amounts, payable to the clerk ofthe court for deposit into the clerk's trust account. Pursuant to the stipulation, on March 20, 2014, the Company delivered to the clerk of the court thereissued checks that were deposited into the clerk's trust account and filed a notice with the court with respect to the same. On February 13, 2015, theCompany issued a check for interest payment due at that time to the clerk of the court for deposit into the clerk’s trust account.As further discussed in Note 17 “Commitments and Contingencies”, on June 19, 2012, Elaine Wynn asserted a cross claim against Stephen A. Wynnand Aruze seeking a declaration that (1) any and all of Elaine Wynn’s duties under the Stockholders Agreement shall be discharged; (2) the StockholdersAgreement is subject to rescission and is rescinded; (3) the Stockholders Agreement is an unreasonable restraint on alienation in violation of public policy;and/or (4) the restrictions on sale of shares shall be construed as inapplicable to Elaine Wynn. The indenture for Wynn Las Vegas, LLC's 4 1/4% Senior Notesdue 2023 (the "2023 Indenture") provides that if Stephen A. Wynn, together with certain related parties, in the aggregate beneficially owns a lesserpercentage of the outstanding common stock of the Company than are beneficially owned by any other person, a change of control will have occurred. Theindenture for Wynn Las Vegas, LLC's 5 1/2% Senior Notes due 2025 (the "2025 Indenture") provides that if any event constitutes a "change of control" underthe 2023 Indenture, it will constitute a change of control under the 2025 Indenture. If Elaine Wynn prevails in her cross claim, Stephen A. Wynn would notbeneficially own or control Elaine Wynn’s shares, which could increase the likelihood that a change in control may occur under the Wynn Las Vegas debtdocuments. Under the 2023 Indenture and the 2025 Indenture, if a change of control occurs and within 60 days after that occurrence, the 4 1/4% Senior Notesdue 2023 or the 5 1/2% Senior Notes due 2025, as applicable, are rated below investment grade by both rating agencies that rate such notes, the Company isrequired to make an offer to each applicable holder to repurchase all or any part of such holder’s notes at a purchase price equal to 101% of the aggregateprincipal amount thereof plus accrued and unpaid interest on the notes purchased, if any, to the date of repurchase (unless the notes have been previouslycalled for redemption). Mr. Wynn is opposing Ms. Wynn’s cross claim.The Company will continue to vigorously pursue its claims against the Okada Parties, and the Company, each of the members of the Company’s Boardof Directors (other than Mr. Okada) and Wynn Resorts’ General Counsel (collectively, the “Wynn Parties”) will continue to vigorously defend against thecounterclaims asserted against them. The Company’s claims and91Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)the Okada Parties’ counterclaims remain in an early stage and management has determined that based on proceedings to date, it is currently unable todetermine the probability of the outcome of this matter or the range of reasonably possible loss, if any. An adverse judgment or settlement involving paymentof a material amount could cause a material adverse effect on our financial condition.Note Payable for AircraftIn March 2007, World Travel, LLC, a subsidiary of Wynn Las Vegas, LLC, entered into a loan agreement with a principal balance of $42 million. Theloan was guaranteed by Wynn Las Vegas, LLC and secured by a first priority security interest in one of the Company’s aircraft. Principal payments of$350,000 plus interest were made quarterly with a balloon payment of $28 million due at maturity, April 1, 2017. Interest was calculated at 90-day LIBORplus 125 basis points.In November 2014, the Company sold the aircraft and fully repaid the remaining principal amount of $31.5 million and all accrued interest on the notepayable.Debt Covenant ComplianceAs of December 31, 2014, management believes the Company was in compliance with all debt covenants.Fair Value of Long-Term DebtThe estimated fair value of the Company’s long-term debt, excluding the Redemption Note, as of December 31, 2014 and 2013, was approximately$5.4 billion and $4.8 billion, respectively compared to its carrying value of $5.4 billion and $4.7 billion, respectively. The estimated fair value of theCompany’s long-term debt, excluding the Redemption Note, is based on recent trades, if available, and indicative pricing from market information (Level 2inputs). See Note 2 “Summary of Significant Accounting Policies” for discussion on the estimated fair value of the Redemption Note.Scheduled Maturities of Long-Term DebtScheduled maturities of long-term debt, including the accretion of debt discounts of $5.1 million and amortization of debt premiums of $5.1 million,are as follows (in thousands):Years Ending December 31, 2017$508,9222018576,2562019—Thereafter6,260,052 $7,345,230Note 9 - Interest Rate SwapsThe Company has entered into floating-for-fixed interest rate swap arrangements in order to manage interest rate risk relating to certain of its debtfacilities. These interest rate swap agreements modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-ratedebt to a fixed rate. These interest rate swaps essentially fix the interest rate at the percentages noted below; however, changes in the fair value of the interestrate swaps for each reporting period have been recorded as an increase (decrease) in swap fair value in the accompanying Consolidated Statements of Income,as the interest rate swaps do not qualify for hedge accounting.The Company utilized Level 2 inputs as described in Note 2 "Summary of Significant Accounting Policies” to determine fair value. The fair valueapproximates the amount the Company would pay if these contracts were settled at the respective valuation dates. Fair value is estimated based upon current,and predictions of future, interest rate levels along a yield curve, the remaining duration of the instruments and other market conditions, and therefore, issubject to significant estimation and a high degree of variability and fluctuation between periods. The fair value is adjusted, to reflect the impact of creditratings of the counterparties or the Company, as applicable. These adjustments resulted in a reduction in the fair values as compared to their settlementvalues. As of December 31, 2014 and 2013, the interest rate swaps were recorded as an asset of $5.9 million and $10.3 million, respectively, and included indeposits and other assets.92Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)The Company currently has three interest rate swap agreements intended to hedge a portion of the underlying interest rate risk on borrowings under theAmended Wynn Macau Credit Facilities. Under two of the swap agreements, the Company pays a fixed interest rate (excluding the applicable interestmargin) of 0.73% on notional amounts corresponding to borrowings of HK$3.95 billion (approximately $509.4 million) incurred under the Amended WynnMacau Credit Facilities in exchange for receipts on the same amount at a variable interest rate based on the applicable HIBOR at the time of payment. Theseinterest rate swaps fix the all-in interest rate on such amounts at 2.48% to 3.23%. These interest rate swap agreements mature in July 2017.Under the third swap agreement, the Company pays a fixed interest rate (excluding the applicable interest margin) of 0.68% on notional amountscorresponding to borrowings of $243.8 million incurred under the Amended Wynn Macau Credit Facilities in exchange for receipts on the same amount at avariable rate based on the applicable LIBOR at the time of payment. This interest rate swap fixes the all-in interest rate on such amounts at 2.43% to 3.18%.This interest rate swap agreement matures in July 2017.Note 10 - Related Party TransactionsRelated Party Share RedemptionBased on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, the Company redeemed and canceled Aruze’s 24,549,222 shares ofWynn Resorts’ common stock. Following a finding of “unsuitability,” Wynn Resorts’ articles of incorporation authorize redemption of the shares held byunsuitable persons at a “fair value” redemption price. The Company engaged an independent financial advisor to assist in the fair value calculation andconcluded that a discount to the then current trading price was appropriate because of, among other things, restrictions on most of the shares which weresubject to the terms of an existing stockholder agreement. Pursuant to its articles of incorporation, the Company issued the Redemption Note to Aruze, aformer stockholder and related party, in redemption of the shares. Aruze, Universal Entertainment Corporation and Kazuo Okada have challenged theredemption of Aruze’s shares and we are currently involved in litigation with those parties as well as related shareholder derivative litigation. The outcome ofthese various proceedings cannot be predicted. The Company’s claims and the Okada Parties’ counterclaims are in a preliminary stage and management hasdetermined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range of reasonablypossible loss, if any. An adverse judgment or settlement involving payment of a material amount could cause a material adverse effect on our financialcondition.Amounts Due to OfficersThe Company periodically provides services to Stephen A. Wynn, Chairman of the Board of Directors and Chief Executive Officer (“Mr. Wynn”), andcertain other officers and directors of the Company, including the personal use of employees, construction work and other personal services. Mr. Wynn andother officers and directors have deposits with the Company to prepay any such items, which are replenished on an ongoing basis as needed. As ofDecember 31, 2014 and 2013, Mr. Wynn and the other officers and directors had a net deposit balance with the Company of $0.6 million and $0.8 million,respectively.Villa LeaseOn March 18, 2010, Mr. Wynn and Wynn Las Vegas, LLC entered into an Amended and Restated Agreement of Lease (the “Prior SW Lease”) for a villato serve as Mr. Wynn’s personal residence. The Prior SW Lease amended and restated a previous lease. The Prior SW Lease was approved by the AuditCommittee of the Board of Directors of the Company. The term of the Prior SW Lease commenced as of March 1, 2010 and ran concurrent with Mr. Wynn’semployment agreement with the Company; provided that either party could terminate on 90 days notice. Pursuant to the Prior SW Lease, the rental value ofthe villa was treated as imputed income to Mr. Wynn, and was equal to the fair market value of the accommodations provided. Effective March 1, 2010, andfor the first two years of the term of the Prior SW Lease, the rental value was $503,831 per year. Effective March 1, 2012, the rental value was $440,000 peryear.On May 7, 2013, Wynn Las Vegas, LLC entered into a 2013 Amended and Restated Agreement of Lease (the “Existing SW Lease”), effectiveDecember 29, 2012, to include an expansion of the villa and to adjust the rental value accordingly to $525,000 per year based on the current fair marketvalue as established by the Audit Committee of the Company with the assistance of an independent third-party expert opinion of value.93Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)On November 7, 2013, Mr. Wynn and Wynn Las Vegas, LLC entered into a 2013 Second Amended and Restated Agreement of Lease (the “New SWLease”) amending and restating the Existing SW Lease, effective as of November 5, 2013. The New SW Lease was approved by the Audit Committee of theBoard of Directors of Wynn Resorts. Pursuant to the New SW Lease, effective as of November 5, 2013, Mr. Wynn will pay Wynn Las Vegas, LLC annual rentfor the villa of $525,000, which amount was determined to be the fair market value of the accommodations based on a third-party expert opinion of value andwhich is consistent with the rental value under the Existing SW Lease. In addition, pursuant to the New SW Lease, the Company pays for all capitalimprovements to the villa and will reimburse Mr. Wynn for all amounts he previously paid the Company for capital improvements to the villa in 2012 and2013. The rental value for the villa will be re-determined every two years during the term of the New SW Lease by the Audit Committee. Certain services for,and maintenance of, the villa are included in the rental.On February 25, 2015, Mr. Wynn and Wynn Las Vegas, LLC entered into the First Amendment to 2013 Second Amended and Restated Agreement ofLease, which increased the annual rent to $559,295 per year, effective as of March 1, 2015 through February 28, 2017.Home PurchaseIn May 2010, the Company entered into an employment agreement with Linda Chen, who is the Chief Operating Officer of Wynn Macau. The term ofthe employment agreement is through February 24, 2020. Under the terms of the employment agreement, the Company purchased a home in Macau for useby Ms. Chen and has made renovations to the home with total costs of $9.4 million through December 31, 2014. Upon the occurrence of certain events setforth below, Ms. Chen has the option to purchase the home at the then fair market value of the home (as determined by an independent appraiser) less adiscount equal to ten percentage points multiplied by each anniversary of the term of the agreement that has occurred (the “Discount Percentage”). Theoption is exercisable for (a) no consideration at the end of the term, (b) $1.00 in the event of termination of Ms. Chen’s employment without “cause” ortermination of Ms. Chen’s employment for “good reason” following a “change of control” and (c) at a price based on the applicable Discount Percentage inthe event Ms. Chen terminates the agreement due to material breach by the Company. Upon Ms. Chen’s termination for “cause,” Ms. Chen will be deemed tohave elected to purchase the Macau home based on the applicable Discount Percentage unless the Company determines to not require Ms. Chen to purchasethe home. If Ms. Chen’s employment terminates for any other reason before the expiration of the term (e.g., because of her death or disability or due torevocation of gaming license), the option will terminate.Plane Option AgreementOn January 3, 2013, the Company and Mr. Wynn entered into an agreement pursuant to which Mr. Wynn agreed to terminate a previously grantedoption to purchase an approximately two acre tract of land located on the Wynn Las Vegas golf course and, in return, the Company granted Mr. Wynn theright to purchase any or all of the aircraft owned by the Company or its direct wholly owned subsidiaries. The aircraft purchase option is exercisable upon 30days written notice and at a price equal to the book value of such aircraft, and will terminate on the date of termination of the employment agreementbetween the Company and Mr. Wynn, which expires in October 2022.The “Wynn” Surname Rights AgreementOn August 6, 2004, the Company entered into agreements with Mr. Wynn that confirm and clarify the Company’s rights to use the “Wynn” surnameand Mr. Wynn’s persona in connection with its casino resorts. Under the parties’ Surname Rights Agreement, Mr. Wynn granted the Company an exclusive,fully paid-up, perpetual, worldwide license to use, and to own and register trademarks and service marks incorporating the “Wynn” surname for casino resortsand related businesses, together with the right to sublicense the name and marks to its affiliates. Under the parties’ Rights of Publicity License, Mr. Wynngranted the Company the exclusive, royalty-free, worldwide right to use his full name, persona and related rights of publicity for casino resorts and relatedbusinesses, together with the ability to sublicense the persona and publicity rights to its affiliates, until October 24, 2017.Note 11 - Property Charges and OtherProperty charges and other consisted of the following (in thousands):94Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Years Ended December 31, 2014 2013 2012Net loss on assets abandoned/retired for remodel or sold$6,975 $7,358 $29,524Donation to University of Macau Foundation3,462 3,780 4,083Loss on contract termination— 6,000 315Loss on show cancellation— — 6,056 $10,437 $17,138 $39,978Property charges and other generally include costs related to the retirement of assets for remodels and asset abandonments. Property charges and otherfor the year ended December 31, 2014 include costs associated with the renovation of approximately 27,000 square feet of casino space at Wynn Macau fornew VIP gaming rooms, partially offset for gain on sale of an aircraft. These new VIP gaming rooms opened in February 2015.Property charges and other for the year ended December 31, 2013 include fees paid in connection with the termination of a contract, miscellaneousrenovations and abandonments at our resorts and entertainment development costs.Property charges and other for the year ended December 31, 2012 include the remodel of a Las Vegas restaurant, charges associated with thetermination of a Las Vegas show that ended its run in November 2012, and miscellaneous renovations and abandonments at our resorts.Note 12 - Stockholders’ EquityCommon StockThe Company is authorized to issue up to 400,000,000 shares of its common stock, $0.01 par value per share (the “Common Stock”). As ofDecember 31, 2014 and 2013, 101,439,297 shares and 101,192,408 shares, respectively, of the Company’s Common Stock were outstanding. Except asotherwise provided by the Company’s articles of incorporation or Nevada law, each holder of the Common Stock is entitled to one vote for each share held ofrecord on each matter submitted to a vote of stockholders. Holders of the Common Stock have no cumulative voting, conversion, redemption or preemptiverights or other rights to subscribe for additional shares. Subject to any preferences that may be granted to the holders of the Company’s preferred stock, eachholder of Common Stock is entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefore, aswell as any distributions to the stockholders and, in the event of liquidation, dissolution or winding up of the Company, is entitled to share ratably in allassets of the Company remaining after payment of liabilities.The Board of Directors of Wynn Resorts has authorized an equity repurchase program of up to $1.7 billion. The repurchase program may includerepurchases from time to time through open market purchases or negotiated transactions, depending upon market conditions. As of December 31, 2014, theCompany had repurchased a cumulative total of 12,804,954 shares of the Company’s Common Stock for a net cost of $1.1 billion under the program. Underthe repurchase program, there were no repurchases made during the years ended December 31, 2014, 2013 and 2012.During 2014, 2013 and 2012, the Company repurchased a total of 9,578 shares, 114,355 shares and 7,640 shares, respectively, in satisfaction of taxwithholding obligations on vested restricted stock.In February 2014, May 2014 and August 2014, the Company paid a dividend of $1.25 per common share as part of a cash dividend program. InNovember 2014, the Company paid a dividend of $1.50 per common share as part of a cash dividend program and an additional cash dividend of $1.00 pershare.Preferred StockThe Company is authorized to issue up to 40,000,000 shares of undesignated preferred stock, $0.01 par value per share (the “Preferred Stock”). As ofDecember 31, 2014, the Company had not issued any Preferred Stock. The Board of Directors, without further action by the holders of Common Stock, maydesignate and issue shares of Preferred Stock in one or more series and may fix or alter the rights, preferences, privileges and restrictions, including the votingrights, redemption provisions (including sinking fund provisions), dividend rights, dividend rates, liquidation rates, liquidation preferences, conversionrights95Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)and the description and number of shares constituting any wholly unissued series of Preferred Stock. The issuance of such shares of Preferred Stock couldadversely affect the rights of the holders of Common Stock. The issuance of shares of Preferred Stock under certain circumstances could also have the effect ofdelaying or preventing a change of control of the Company or other corporate action.Redemption of SecuritiesWynn Resorts’ articles of incorporation provide that, to the extent a gaming authority makes a determination of unsuitability or to the extent the Boardof Directors determines, in its sole discretion, that a person is likely to jeopardize the Company or any affiliates application for, receipt of, approval for, rightto the use of, or entitlement to, any gaming license, Wynn Resorts may redeem shares of its capital stock that are owned or controlled by an unsuitable personor its affiliates. The redemption price will be the amount, if any, required by the gaming authority or, if the gaming authority does not determine the price, thesum deemed by the Board of Directors to be the fair value of the securities to be redeemed. If Wynn Resorts determines the redemption price, the redemptionprice will be capped at the closing price of the shares on the principal national securities exchange on which the shares are listed on the trading day beforethe redemption notice is given. If the shares are not listed on a national securities exchange, the redemption price will be capped at the closing sale price ofthe shares as quoted on The NASDAQ Global Select Market or if the closing price is not reported, the mean between the bid and ask prices, as quoted by anyother generally recognized reporting system. Wynn Resorts’ right of redemption is not exclusive of any other rights that it may have or later acquire underany agreement, its bylaws or otherwise. The redemption price may be paid in cash, by promissory note, or both, as required, and pursuant to the termsestablished by, the applicable Gaming Authority and, if not, as the Board of Directors of Wynn Resorts elects.Based on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, Wynn Resorts redeemed and canceled Aruze’s 24,549,222 shares ofWynn Resorts’ common stock. For more information, refer to Note 17 “Commitments and Contingencies”.Note 13 - Noncontrolling InterestIn October 2009, Wynn Macau, Limited, an indirect wholly owned subsidiary of the Company and the developer, owner and operator of Wynn Macau,listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited. Through an initial public offering, including the over allotment,Wynn Macau, Limited sold 1,437,500,000 shares, 27.7% of this subsidiary’s common stock (the “Wynn Macau Limited IPO”). The shares of Wynn Macau,Limited were not and will not be registered under the Securities Act and may not be offered or sold in the United States absent a registration under theSecurities Act, or an applicable exception from such registration requirements. Net income attributable to noncontrolling interest was $231.1 million, $275.5million and $226.7 million for the years ended December 31, 2014, 2013 and 2012, respectively.On September 23, 2014, Wynn Macau, Limited paid a dividend of HK$0.70 per share for a total of $469.2 million. The Company’s share of thisdividend was $338.7 million with a reduction of $130.6 million to noncontrolling interest in the accompanying Consolidated Balance Sheets. On June 6, 2014, Wynn Macau, Limited paid a dividend of HK$0.98 per share for a total of $655.8 million. The Company’s share of this dividend was$474.0 million with a reduction of $181.8 million to noncontrolling interest in the accompanying Consolidated Balance Sheets.On September 23, 2013, Wynn Macau, Limited paid a dividend of HK$0.50 per share for a total of $334.5 million. The Company’s share of thisdividend was $241.8 million with a reduction of $92.7 million to noncontrolling interest in the accompanying Consolidated Balance Sheets.On June 6, 2013, Wynn Macau, Limited paid a dividend of HK$1.24 per share for a total of $828.6 million. The Company's share of this dividend was$599.1 million with a reduction of $229.6 million to noncontrolling interest in the accompanying Consolidated Balance Sheets. 96Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)Note 14 - Benefit PlansDefined contribution plansThe Company established a retirement savings plan under Section 401(k) of the Internal Revenue Code covering its U.S. non-union employees inJuly 2000. The plan allows employees to defer, within prescribed limits, a percentage of their income on a pre-tax basis through contributions to this plan.For the 2014 plan year, the Company matched 50% of employee contributions, up to 6% of employees’ eligible compensation, with a one-time annualmatching cap of $750 per employee. The company expensed $2.0 million related to this match for the year ended December 31, 2014. For the 2013 plan year,the Company matched 50% of employee contributions, up to 6% of employees’ eligible compensation, with a one-time annual matching cap of $500 peremployee. The company expensed $1.2 million related to this match for the year ended December 31, 2013. The Company suspended matchingcontributions to this plan effective March 2009 and did not record any expense for matching contributions for the year ended December 31, 2012.Wynn Macau also operates a defined contribution retirement benefits plan (the “Wynn Macau Plan”). Eligible employees are allowed to contribute 5%of their salary to the Wynn Macau Plan and the Company matches any contributions. The assets of the Wynn Macau Plan are held separately from those ofthe Company in an independently administered fund. The Company’s matching contributions vest to the employee at 10% per year with full vesting in tenyears. Forfeitures of unvested contributions are used to reduce the Company’s liability for its contributions payable. During the years ended December 31,2014, 2013 and 2012, the Company recorded an expense for matching contributions of $8.7 million, $7.5 million and $7.1 million, respectively.Multi-employer pension planWynn Las Vegas contributes to a multi-employer defined benefit pension plan for certain of its union employees under the terms of the SouthernNevada Culinary and Bartenders Union collective-bargaining agreement. The collective-bargaining agreement that covers these union-representedemployees expires in 2016. The legal name of the multi-employer pension plan is the Southern Nevada Culinary and Bartenders Pension Plan (the “Plan”)(EIN: 88-6016617 Plan Number: 1). The Company recorded an expense of $9.2 million, $9.0 million and $8.6 million for contributions to the Plan for theyears ended December 31, 2014, 2013 and 2012, respectively. For the 2013 plan year, the most recent for which plan data is available, the Company’scontributions were identified by the Plan to exceed 5% of total contributions for that year. Based on information the Company received from the Plan, it wascertified to be in neither endangered nor critical status for the 2013 plan year. Risks of participating in a multi-employer plan differs from single-employerplans for the following reasons: (1) assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of otherparticipating employers; (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remainingparticipating employers; and (3) if a participating employer stops participating, it may be required to pay those plans an amount based on the underfundedstatus of the plan, referred to as a withdrawal liability.Note 15 - Stock-Based CompensationWynn Resorts, LimitedThe Company's 2002 Stock Incentive Plan, as amended and restated (the "WRL 2002 Plan"), allowed it to grant stock options and nonvested shares ofWynn Resorts, Limited's common stock to eligible directors, officers, employees, and consultants of the Company. Under the WRL 2002 Plan, a maximum of12,750,000 shares of the Company's common stock was reserved for issuance.On May 16, 2014, the Company adopted the Wynn Resorts, Limited 2014 Omnibus Incentive Plan (the "Omnibus Plan") after approval from itsstockholders. The Omnibus Plan allows for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance awardsand other share-based awards to the same eligible participants as the WRL 2002 Plan. Under the approval of the Omnibus Plan, no new awards may be madeunder the WRL 2002 Plan. The outstanding awards under the WRL 2002 Plan were transferred to the Omnibus Plan and will remain pursuant to their existingterms and related award agreements. The Company reserved 4,409,390 shares of its common stock for issuance under the Omnibus Plan. These shares weretransferred from the remaining available amount under the WRL 2002 Plan.The Omnibus Plan is administered by the Compensation Committee (the "Committee") of the Wynn Resorts, Limited Board of Directors. TheCommittee has discretion under the Omnibus Plan regarding which type of awards to grant, the vesting and service requirements, exercise price and otherconditions, in all cases subject to certain limits. For stock options,97Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)the exercise price of stock options must be at least equal to the fair market value of the stock on the date of grant and the maximum term of such an award is10 years.As of December 31, 2014, the Company had an aggregate of 4,407,390 shares of its common stock available for grant as share-based awards under theOmnibus Plan.Stock OptionsThe summary of stock option activity under the plans for the year ended December 31, 2014 is presented below: Options WeightedAverageExercisePrice WeightedAverageRemainingContractualTerm AggregateIntrinsicValueOutstanding at January 1, 20141,606,309 $75.89 Granted25,800 $201.22 Exercised(211,133) $52.51 Forfeited or expired(40,000) $140.36 Outstanding at December 31, 20141,380,976 $79.93 4.34 $96,400,313Fully vested and expected to vest at December 31, 20141,260,693 $78.98 4.39 $89,241,158Exercisable at December 31, 2014355,610 $65.10 4.78 $29,751,409The following is provided for stock option exercises from the plans (in thousands, except weighted average grant date fair value): Years Ended December 31, 2014 2013 2012Weighted average grant date fair value$29.29 $39.93 $33.03Intrinsic value$30,485 $33,830 $22,416Cash received$11,086 $20,436 $15,583Tax benefits realized$8,506 $6,362 $4,903As of December 31, 2014, there was a total of $24.4 million of unamortized compensation related to stock options, which is expected to be recognizedover a weighted-average period of 3.1 years.Nonvested sharesThe summary of nonvested share activity under the plans for the year ended December 31, 2014 is presented below: Shares WeightedAverageGrant DateFair ValueNonvested at January 1, 2014397,500 $113.13Granted54,500 209.92Vested(52,834) 178.48Forfeited(9,166) 104.79Nonvested at December 31, 2014390,000 $118.0098Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)The following is provided for the share award vesting from the plans (in thousands, except weighted average grant date fair value): Years Ended December 31, 2014 2013 2012Weighted average grant date fair value$178.48 $125.56 $110.04Fair value of shares vested$9,430 $36,328 $15,653Tax benefits realized$870 $4,112 $634As of December 31, 2014, there was a total of $22.7 million of unamortized compensation related to nonvested shares, which is expected to berecognized over a weighted-average period of 3.0 years.Wynn Macau, LimitedThe Company’s majority owned subsidiary Wynn Macau, Limited has two stock-based compensation plans which provide awards based on shares ofWynn Macau, Limited's common stock. The shares available for issuance under these plans are separate and distinct from the common stock of Wynn Resorts,Limited's share plan and are not available for issuance for any awards under the Wynn Resorts, Limited share plan.Share Option PlanWynn Macau, Limited adopted a stock incentive plan effective September 16, 2009 for the grant of stock options to purchase shares of Wynn Macau,Limited to eligible directors and employees of its subsidiaries (the "Share Option Plan"). The Share Option Plan is administered by Wynn Macau, Limited'sBoard of Directors, which have the discretion on the vesting and service requirements, exercise price, performance targets to exercise if applicable and otherconditions, subject to certain limits. A maximum of 518,750,000 shares have been reserved for issuance under the Share Option Plan.The summary of stock option activity under the plan for the year ended December 31, 2014 is presented below: Options WeightedAverageExercisePrice WeightedAverageRemainingContractualTerm AggregateIntrinsicValueOutstanding at January 1, 20142,910,000 $2.44 Granted644,000 $4.00 Exercised(464,000) $1.66 Outstanding at December 31, 20143,090,000 $2.88 7.5 $—Fully vested and expected to vest at December 31, 20143,090,000 $2.88 7.5 $—Exercisable at December 31, 2014990,000 $2.37 6.5 $505,273The following is provided for stock option exercises from the Share Option Plan (in thousands, except weighted average grant date fair value): Years Ended December 31, 2014 2013 2012Weighted average grant date fair value$1.66 $0.78 $0.78Intrinsic value$1,134 $— $—Cash received$773 $— $—As of December 31, 2014, there was a total of $1.3 million of unamortized compensation related to stock options, which is expected to be recognizedover a weighted-average period of 3.4 years.99Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)Share Award PlanOn June 30, 2014, the Company's majority-owned subsidiary Wynn Macau, Limited approved and adopted the Wynn Macau, Limited EmployeeOwnership Scheme (the "Share Award Plan"). The Share Award Plan allows for the grant of nonvested shares of Wynn Macau, Limited's common stock toeligible employees. The Share Award Plan is administered by Wynn Macau, Limited's Board of Directors and has been mandated under the plan to allot, issueand procedure the transfer of a maximum of 50,000,000 shares. The Board of Directors have discretion on the vesting and service requirements, exercise priceand other conditions, subject to certain limits.The summary of nonvested share activity under the Share Award Plan for the year ended December 31, 2014 is presented below: Shares WeightedAverageGrant DateFair ValueNonvested at January 1, 2014— —Granted8,019,000 $3.81Vested— —Forfeited(276,000) $3.81Nonvested at December 31, 20147,743,000 $3.81As of December 31, 2014, no shares have vested under the Share Award Plan.Compensation CostThe total compensation cost for stock-based compensation plans are allocated as follows (in thousands): Years Ended December 31, 2014 2013 2012Casino$8,360 $4,791 $4,794Rooms216 853 313Food and beverage753 1,202 178Entertainment, retail and other55 477 43General and administrative29,770 32,214 14,320Pre-opening costs42 — —Total stock-based compensation expense39,196 39,537 19,648Total stock-based compensation capitalized5,710 195 195Total stock-based compensation costs$44,906 $39,732 $19,843During 2014, the Company recognized an incremental $17.9 million of stock-based compensation expense associated with the equity portion of 2014annual performance awards for our executive management. These equity awards consist of immediately vested restricted stock granted in January 2015.During the first quarter of 2014, the Company capitalized $5.5 million of stock-based compensation into construction for a restricted stock awardgranted which immediately vested. The restricted stock award was granted to an employee of the Company's design, development and constructionsubsidiary and will be amortized over the useful life of the related asset.During the second quarter of 2013, the Company recognized $23.0 million of stock-based compensation expense due to the retirement of theCompany's former chief operating officer and the related accelerated vesting of shares previously granted to him.The Company uses the Black-Scholes valuation model to determine the estimated fair value for stock options with highly subjective assumptions,changes in which could materially affect the estimated fair value. Dividend yield is based on the estimate of annual dividends expected to be paid at the timeof the grant. Expected volatility is based on implied and historical100Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)factors related to the Company’s common stock. The risk-free interest rate used for each period presented is based on the U.S. Treasury yield curve for stockoptions issued under the Wynn Resorts, Limited's plans and the Hong Kong Exchange Fund rates for stock options issued under the Share Option Plan, bothat the time of grant for the period equal to the expected term. Expected term represents the weighted average time between the option’s grant date and itsexercise date. The Company used historical award exercise activity and termination activity in estimating the expected term for the Wynn Resorts, Limitedplans. The Company uses the simplified method for estimating the expected term for Wynn Macau, Limited's Share Option Plan.The fair value of stock options granted under Wynn Resorts, Limited's stock-based compensation plans were estimated on the date of grant using thefollowing weighted-average assumptions: Years Ended December 31, 2014 2013 2012Expected dividend yield4.0% 3.0% 4.0%Expected volatility43.3% 39.4% 48.8%Risk-free interest rate1.6% 1.1% 1.2%Expected term (years)6.5 6.7 7.0The fair value of stock options granted under Wynn Macau, Limited's Share Option Plan was estimated on the date of grant using the followingweighted-average assumptions: Years Ended December 31, 2014 2013 2012Expected dividend yield5.0% 5.0% 4.0%Expected stock price volatility40.9% 43.3% 49.0%Risk-free interest rate1.1% 0.6% 0.7%Expected term (years)6.5 6.5 6.5Note 16 - Income TaxesConsolidated income (loss) before taxes for domestic and foreign operations consisted of the following (in thousands): Years Ended December 31, 2014 2013 2012Domestic$122,974 $(9,935) $(87,122)Foreign835,888 996,458 820,120Total$958,862 $986,523 $732,998The income tax (benefit) provision attributable to income before income taxes is as follows (in thousands): Years Ended December 31, 2014 2013 2012Current Federal$2,260 $135 $5,912Foreign2,043 2,057 2,042 $4,303 $2,192 $7,954Deferred Federal$(13,286) $(19,826) $(3,655)State4,094 — —Foreign1,107 — — (8,085) (19,826) (3,655)Total$(3,782) $(17,634) $4,299101Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)The income tax (benefit) provision differs from that computed at the federal statutory corporate tax rate as follows: Years Ended December 31, 2014 2013 2012Federal statutory rate35.0 % 35.0 % 35.0 %Foreign tax rate differential(19.1)% (23.1)% (25.6)%Non-taxable foreign income(13.1)% (13.4)% (15.4)%Foreign tax credits, net of valuation allowance(95.2)% (89.3)% 1.7 %Repatriation of foreign earnings88.0 % 87.2 % 0.0 %Other, net2.9 % 1.9 % 3.6 %Valuation allowance, other1.1 % (0.1)% 1.3 %Effective tax rate(0.4)% (1.8)% 0.6 %On November 30, 2010, Wynn Macau SA received an exemption from Macau’s 12% Complementary Tax on casino gaming profits, thereby exemptingthe casino gaming profits of Wynn Macau SA through December 31, 2015. Accordingly for the years ended December 31, 2014, 2013, and 2012, theCompany was exempted from the payment of $99.4 million, $107.3 million and $87.1 million in such taxes or $0.98, $1.06 and $0.84 per share, respectively.The Company’s non-gaming profits remain subject to the Macau Complementary Tax and its casino winnings remain subject to the Macau Special Gamingtax and other levies in accordance with its concession agreement.In July of 2011, Wynn Macau SA received an extension of its agreement with the Macau Special Administrative Region that provides for an annualpayment of MOP $15.5 million (approximately $1.9 million U.S. dollars) as complementary tax otherwise due by shareholders of Wynn Macau SA ondividend distributions through 2015. As a result of the shareholder dividend tax agreements, income tax expense includes $1.9 million for each of the yearsended December 31, 2014, 2013 and 2012, respectively.The Macau special gaming tax is 35% of gross gaming revenue. U.S. tax laws only allow a foreign tax credit up to 35% of “net” foreign source income.In February 2010, the Company and the IRS entered into a Pre-Filing Agreement (“PFA”) providing that the Macau Special Gaming Tax qualifies as a taxpaid in lieu of an income tax and could be claimed as a U.S. foreign tax credit.During 2014 and 2013, the Company recognized tax benefits of $895.0 million and $879.7 million, respectively (net of valuation allowance anduncertain tax positions), for foreign tax credits generated applicable to the earnings of Wynn Macau SA. During 2012, the Company did not repatriate anyearnings of Wynn Macau SA and consequently did not generate foreign tax credits in that year.Accounting standards require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not. Otherwise, avaluation allowance is applied. During 2014 and 2013, the aggregate valuation allowance for deferred tax assets increased by $709.8 million and $755.5million, respectively. The 2014 and 2013 increases are primarily related to foreign tax credit carryforwards and other foreign deferred tax assets that are notconsidered more likely than not realizable.The Company recorded tax benefits resulting from the exercise of nonqualified stock options and the value of vested restricted stock and accrueddividends of $9.4 million, $10.5 million and $5.5 million as of December 31, 2014, 2013 and 2012, respectively, in excess of the amounts reported for suchitems as compensation costs under accounting standards related to stock-based compensation. The Company uses a with-and-without approach to determineif the excess tax deductions associated with compensation costs have reduced income taxes payable.102Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)The tax effects of significant temporary differences representing net deferred tax assets and liabilities consisted of the following (in thousands): As of December 31, 2014 2013Deferred tax assets—U.S.: Current: Receivables, inventories, accrued liabilities and other$48,093 $36,556Less: valuation allowance(45,992) (34,347) 2,101 2,209Long-term: Foreign tax credit carryforwards3,283,669 2,614,665Intangibles and related other27,201 26,324Stock based compensation16,972 10,736Pre-opening costs10,876 12,884Other10,540 11,341 3,349,258 2,675,950Less: valuation allowance(3,202,971) (2,514,258) 146,287 161,692Deferred tax liabilities—U.S.: Current: Prepaid insurance, maintenance and taxes(6,948) (6,243)Long-term: Property and equipment(170,405) (176,036)Deferred tax assets—Foreign: Current: Accrued liabilities173 164Less: valuation allowance(173) (164) — —Long-term: Net operating loss carryforwards16,797 13,701Property and equipment22,740 17,441Pre-opening costs7,396 3,040Other1,930 4,074Less: valuation allowance(47,653) (38,256) 1,210 —Deferred tax liabilities—Foreign: Long-term: Property and equipment(2,317) —Net deferred tax liability$(30,072) $(18,378)As of December 31, 2014, the Company had foreign tax credit carryforwards (net of uncertain tax positions) of $3,283.7 million. Of this amount, $619.6million will expire in 2018, $110.9 million will expire in 2019, $530.4 million in 2020, $540.3 million in 2021, $757.0 million in 2023 and $725.5 millionin 2024. The Company has no U.S. tax loss carryforwards. The Company incurred foreign tax losses of $59.6 million, $75.0 million and $79.1 million duringthe tax years ended December 31, 2014, 2013 and 2012, respectively. These foreign tax loss carryforwards expire in 2017, 2016 and 2015, respectively. TheCompany incurred a U.S. capital loss of $3.6 million during the year ended December 31, 2011. The U.S. capital loss carryforward will expire in 2016.In assessing the need for a valuation allowance, the Company does not currently consider forecasted future operating results when scheduling therealization of deferred tax assets and the required valuation allowance but instead relies on the103Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)reversal of net taxable temporary differences. The valuation allowance for foreign tax credits was determined by scheduling the existing U.S. taxabletemporary differences that are expected to reverse and result in “net” foreign source income during the 10-year foreign tax credit carryover period.As of December 31, 2014 and 2013, the Company had valuation allowances of $3,242.1 million and $2,542.8 million, respectively, provided onforeign tax credits expected to expire unutilized and valuation allowances of $6.9 million and $5.8 million provided on other U.S. deferred tax assets. As ofDecember 31, 2014 and 2013, the Company had a valuation allowance of $47.8 million and $38.4 million, respectively, provided on its foreign deferred taxassets.Except for $198.6 million of accumulated earnings which the Company plans on repatriating, the Company has not provided deferred U.S. incometaxes or foreign withholding taxes on temporary differences of $412.1 million and $388.1 million as of December 31, 2014 and 2013, respectively, which areindefinitely reinvested and will be used to fund future operations or expansion. The amount of the unrecognized deferred tax liability associated with thesetemporary differences is approximately $144.2 million and $135.8 million for the years ended December 31, 2014 and 2013. Deferred income taxes, net offoreign tax credits, are provided for foreign earnings planned for repatriation. For the years ended December 31, 2014 and 2013, the Company repatriated$1,125.3 million and $840.9 million from Wynn Macau, Limited. The amounts repatriated were used to fund domestic operations, to provide additional U.S.liquidity, and to fund dividends to the Company’s shareholders.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): As of December 31, 2014 2013 2012Balance—beginning of year$89,544 $84,289 $85,498Increases based on tax positions of the current year3,297 8,360 8,140Increases based on tax positions of prior years322 — —Decreases for tax positions of prior years(867) — —Settlements with taxing authorities(997) — —Lapses in statutes of limitations(2,415) (3,105) (9,349)Balance—end of year$88,884 $89,544 $84,289As of December 31, 2014, 2013, and 2012, unrecognized tax benefits of $88.9 million, $60.3 million and $55.2 million, respectively, were recorded asreductions in deferred income taxes, net. As of December 31, 2013 and 2012, unrecognized tax benefits of $29.2 million and $29.1 million, respectively,were recorded in other long-term liabilities. The Company had no unrecognized tax benefits recorded in other long-term liabilities as of December 31, 2014.As a result of the adoption of accounting guidance in 2014, the Company reclassified unrecognized tax benefits in other long-term liabilities to deferredincome taxes, net. See Note 2 "Summary of Significant Accounting Policies" for further discussion on adoption of accounting guidance.As of December 31, 2014, 2013 and 2012, $20.7 million, $20.7 million and $18.8 million, respectively, of unrecognized tax benefits would, ifrecognized, impact the effective tax rate.The Company recognizes penalties and interest related to unrecognized tax benefits in the provision for income taxes. During the years endedDecember 31, 2014, 2013 and 2012, the Company recognized interest and penalties of $0.0 million, $0.0 million and $0.3 million, respectively.The Company anticipates that the 2010 statute of limitations will expire in the next 12 months for certain foreign tax jurisdictions. Also, theCompany’s unrecognized tax benefits include certain income tax accounting methods. These accounting methods govern the timing and deductibility ofincome tax deductions. As a result, the Company’s unrecognized tax benefits could decrease by a range of $0.0 million to $0.6 million over the next12 months.The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company’s income tax returns aresubject to examination by the IRS and other tax authorities in the locations where it operates. The Company’s 2002 to 2010 domestic income tax returnsremain subject to examination by the IRS to the extent of tax attributes carryforwards to future years. The Company’s 2011 to 2013 domestic income taxreturns also remain subject to examination by the IRS. The Company’s 2010 to 2013 Macau income tax returns remain subject to examination by the MacauFinancial Services Bureau.104Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)In April 2012, the Company reached an agreement with the Appellate division of the IRS regarding issues raised during the examination of the 2006through 2009 U.S. income tax returns. The settlement with the Appellate division did not impact the Company’s unrecognized tax benefits. The settlement ofthe 2006 through 2009 examination issues resulted in a cash tax payment of $1.3 million and the utilization of $3.1 million and $0.9 million in foreign taxcredit and general business credit carryforwards, respectively.During December 2012, the IRS completed an examination of the Company’s 2010 U.S. income tax return and had no changes. In May 2013, theCompany received notification that the IRS completed its examination of the Company’s 2011 U.S. income tax return and had no changes.For tax year 2012, the Company participated in the IRS Compliance Assurance Program (“CAP”) which accelerates IRS examination of keytransactions with the goal of resolving any issues before the taxpayer files its return. In February 2014, the Company received notification that the IRScompleted its examination of the Company's 2012 U.S. income tax return and had no changes.In March 2013 and in December 2013, the Company received notification that it had been selected for the Compliance Maintenance phase of CAP forthe 2013 and 2014 tax years, respectively. In the Compliance Maintenance phase, the IRS, at its discretion, may reduce the level of review of the taxpayer’stax positions based on the complexity and number of issues, and the taxpayer’s history of compliance, cooperation and transparency in the CAP. TheCompany does not expect a change in its unrecognized tax benefits as a result of the completion of these examinations.In December 2014, the Company received notification that it was accepted into the Compliance Maintenance phase of CAP for the 2015 tax year.In July 2012, the Macau Financial Services Bureau commenced an examination of the 2008 Macau income tax return of Wynn Macau SA. In November2012, the Company received the results of the examination. While no additional tax was due, adjustments were made to the Company’s foreign net operatingloss carryforwards.In January 2013, the Macau Financial Services Bureau examined the 2009 and 2010 Macau income tax returns of Palo, which is a co-holder of the landconcession for Wynn Palace. The exam resulted in no change to the tax returns.In March 2013, the Macau Financial Services Bureau commenced an examination of the 2009, 2010, and 2011 Macau income tax returns of WynnMacau SA. In December 2014, Wynn Macau SA reached an agreement with the Macau Financial Services Bureau regarding issues raised during itsexamination. While no additional tax was due as a result of the examination, adjustments were made to the Company's foreign net operating losscarryforwards.On December 31, 2014, the statute of limitations for the 2009 Macau Complementary tax return expired. As a result of the exam settlement and theexpiration of the statute of limitations for the Macau Complementary Tax return, the total amount of unrecognized tax benefits decreased by $3.4 million.Note 17 - Commitments and ContingenciesCotai Development and Land Concession ContractThe Company is currently constructing Wynn Palace, an integrated resort containing a 1,700-room hotel, performance lake, meeting space, casino, spa,retail offerings, and food and beverage outlets in the Cotai area of Macau.In September 2011, Wynn Macau SA and Palo, formally accepted the terms and conditions of a land concession contract from the Macau governmentfor approximately 51 acres of land in the Cotai area of Macau. On May 2, 2012, the land concession contract was gazetted by the government of Macauevidencing the final step in the granting of the land concession. The initial term of the land concession contract is 25 years from May 2, 2012, and it may berenewed with government approval for successive periods. The total land premium payable, including interest as required by the land concession contract, is$193.4 million. An initial payment of $62.5 million was paid in December 2011, with eight additional semi-annual payments of approximately $16.4 millioneach (which includes interest at 5%) due beginning November 2012. As of December 31, 2014 and 2013, the Company has recorded this obligation with$30.8 million and $29.3 million included as a current liability, respectively, and $16.0 million and $46.8 million, respectively, included as a long-termliability. The Company is also required105Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)to make annual lease payments of $0.8 million during the resort construction period and annual payments of approximately $1.1 million once thedevelopment is completed.On July 29, 2013, Wynn Macau SA and Palo finalized and executed a guaranteed maximum price construction (“GMP”) contract with LeightonContractors (Asia) Limited, acting as the general contractor. Under the GMP contract, the general contractor is responsible for both the construction anddesign of the Wynn Palace project. The general contractor is obligated to substantially complete the project in the first half of 2016 for a guaranteedmaximum price of HK $20.0 billion (approximately $2.6 billion). An early completion bonus for achievement of substantial completion on or beforeJanuary 25, 2016 will be paid to the general contractor if certain conditions are satisfied under the GMP contract. While the Company's general contractor hasnotified it that certain conditions will not be satisfied under the GMP contract by the early completion target, the contractor stated it was still on target tocomplete the project on time and the Company continues to expect to open the property in the first half of 2016. Both the contract time and guaranteedmaximum price are subject to further adjustment under certain specified conditions. The performance of the general contractor is backed by a full completionguarantee given by Leighton Holdings Limited, the parent company of the general contractor, as well as a performance bond for 5% of the guaranteedmaximum price.As of December 31, 2014, the Company incurred approximately $1.8 billion of the approximately $4.1 billion in total project budget costs. The totalproject budget includes all construction costs, capitalized interest, pre-opening expenses, land costs and financing fees. The Company expects to open WynnPalace in the first half of 2016.Leases and other arrangementsThe Company is the lessor under several retail leases and has entered into license and distribution agreements for several additional retail outlets. TheCompany also is a party to joint venture agreements for the operation of one retail outlet and the Ferrari and Maserati automobile dealership at Wynn LasVegas. The lease agreements include minimum base rents with contingent rental clauses.The following table presents the future minimum rentals to be received under the operating leases (in thousands):Years Ending December 31, 2015$46,837201663,065201755,603201834,546201930,122Thereafter44,542 $274,715The total future minimum rentals do not include contingent rental. Contingent rentals were $87.8 million, $101.0 million and $94.0 million for theyears ended December 31, 2014, 2013, and 2012, respectively.In addition, the Company is the lessee under leases for office space in Las Vegas, Macau and certain other locations, warehouse facilities, the landunderlying the Company’s aircraft hangar and certain office equipment.At December 31, 2014, the Company was obligated under non-cancelable operating leases to make future minimum lease payments as follows (inthousands):Years Ending December 31, 2015$12,618201612,68420178,48220188,35920198,436Thereafter31,088 $81,667106Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)Rent expense for the years ended December 31, 2014, 2013 and 2012, was $26.1 million, $21.9 million and $21.5 million, respectively.Employment AgreementsThe Company has entered into employment agreements with several executive officers, other members of management and certain key employees.These agreements generally have three- to five-year terms and typically indicate a base salary and often contain provisions for discretionary bonuses. Certainof the executives are also entitled to a separation payment if terminated without “cause” or upon voluntary termination of employment for “good reason”following a “change of control” (as these terms are defined in the employment contracts).Letters of CreditAs of December 31, 2014, the Company had outstanding letters of credit of $8.9 million.LitigationIn addition to the actions noted below, the Company’s affiliates are involved in litigation arising in the normal course of business. In the opinion ofmanagement, such litigation is not expected to have a material effect on the Company’s financial condition, results of operations or cash flows.Determination of Unsuitability and Redemption of Aruze and AffiliatesOn February 18, 2012, Wynn Resorts’ Gaming Compliance Committee received an independent report by Freeh, Sporkin & Sullivan, LLP (the “FreehReport”) detailing a pattern of misconduct by the Okada Parties. The factual record presented in the Freeh Report included evidence that the Okada Partieshad provided valuable items to certain foreign gaming officials who were responsible for regulating gaming in a jurisdiction in which entities controlled byMr. Okada were developing a gaming resort. Mr. Okada denied the impropriety of such conduct to members of the Board of Directors of Wynn Resorts and,while serving as one of the Company’s directors, Mr. Okada refused to acknowledge or abide by Wynn Resorts’ anti-bribery policies and refused toparticipate in the training all other directors received concerning these policies.Based on the Freeh Report, the Board of Directors of Wynn Resorts determined that the Okada Parties are “unsuitable persons” under Article VII of theCompany’s articles of incorporation. The Board of Directors was unanimous (other than Mr. Okada) in its determination. After authorizing the redemption ofthe Aruze shares, as discussed below, the Board of Directors took certain actions to protect the Company and its operations from any influence of anunsuitable person, including placing limitations on the provision of certain operating information to unsuitable persons and formation of an ExecutiveCommittee of the Board to manage the business and affairs of the Company during the period between each annual meeting. The Charter of the ExecutiveCommittee provides that “Unsuitable Persons” are not permitted to serve on the Committee. All members of the Board, other than Mr. Okada, were appointedto the Executive Committee on February 18, 2012. The Board of Directors also requested that Mr. Okada resign as a director of Wynn Resorts (under Nevadacorporation law, a board of directors does not have the power to remove a director) and recommended that Mr. Okada be removed as a member of the Board ofDirectors of Wynn Macau, Limited. On February 18, 2012, Mr. Okada was removed from the Board of Directors of Wynn Las Vegas Capital Corp., an indirectwholly owned subsidiary of Wynn Resorts. On February 24, 2012, Mr. Okada was removed from the Board of Directors of Wynn Macau, Limited and onFebruary 22, 2013, he was removed from the Board of Directors of Wynn Resorts by a stockholder vote in which 99.6% of the over 86 million shares votedwere cast in favor of removal. Mr. Okada resigned from the Board of Directors of Wynn Resorts on February 21, 2013. Although the Company has retainedthe structure of the Executive Committee, the Board has resumed its past role in managing the business and affairs of the Company.Based on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, Wynn Resorts redeemed and canceled Aruze’s 24,549,222 shares ofWynn Resorts’ common stock. Following a finding of “unsuitability,” Article VII of Wynn Resorts’ articles of incorporation authorizes redemption at “fairvalue” of the shares held by unsuitable persons. The Company engaged an independent financial advisor to assist in the fair value calculation and concludedthat a discount to the then current trading price was appropriate because of, among other things, restrictions on most of the shares held by Aruze under theterms of the Stockholders Agreement (as defined below). Pursuant to its articles of incorporation, Wynn Resorts issued the Redemption Note to Aruze inredemption of the shares. The Redemption Note has a principal amount of $1.94 billion, matures on February 18, 2022, and bears interest at the rate of 2% perannum, payable annually in arrears on each anniversary of the date of the Redemption Note. The Company may, in its sole and absolute discretion, at anytime and from time to time, and107Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)without penalty or premium, prepay the whole or any portion of the principal or interest due under the Redemption Note. In no instance shall any paymentobligation under the Redemption Note be accelerated except in the sole and absolute discretion of Wynn Resorts or as specifically mandated by law. Theindebtedness evidenced by the Redemption Note is and shall be subordinated in right of payment, to the extent and in the manner provided in theRedemption Note, to the prior payment in full of all existing and future obligations of Wynn Resorts or any of its affiliates in respect of indebtedness forborrowed money of any kind or nature.The Company provided the Freeh Report to appropriate regulators and law enforcement agencies and has been cooperating with related investigationsthat such regulators and agencies have undertaken. The conduct of the Okada Parties and any resulting regulatory investigations could have adverseconsequences to the Company and its subsidiaries. A finding by regulatory authorities that Mr. Okada violated anti-corruption statutes and/or other laws orregulations applicable to persons affiliated with a gaming licensee on Company property and/or otherwise involved the Company in criminal or civilviolations could result in actions by regulatory authorities against the Company and its subsidiaries.Redemption Action and CounterclaimOn February 19, 2012, Wynn Resorts filed a complaint in the Eighth Judicial District Court, Clark County, Nevada against the Okada Parties (asamended, the “Complaint”), alleging breaches of fiduciary duty and related claims (the “Redemption Action”) arising from the activities addressed in theFreeh Report. The Company is seeking compensatory and special damages as well as a declaration that it acted lawfully and in full compliance with itsarticles of incorporation, bylaws and other governing documents in redeeming and canceling the shares of Aruze.On March 12, 2012, the Okada Parties removed the action to the United States District Court for the District of Nevada (the action was subsequentlyremanded to Nevada state court). On that same date, the Okada Parties filed an answer denying the claims and a counterclaim (as amended, the“Counterclaim”) that purports to assert claims against the Company, each of the members of the Company’s Board of Directors (other than Mr. Okada) andWynn Resorts’ General Counsel (the “Wynn Parties”). The Counterclaim alleges, among other things: (1) that the shares of Wynn Resorts common stockowned by Aruze were exempt from the redemption-for-unsuitability provisions in the Wynn Resorts articles of incorporation (the “Articles”) pursuant tocertain agreements executed in 2002; (2) that the Wynn Resorts directors who authorized the redemption of Aruze’s shares acted at the direction ofStephen A. Wynn and did not independently and objectively evaluate the Okada Parties’ suitability, and by so doing, breached their fiduciary duties; (3) thatthe Wynn Resorts directors violated the terms of the Wynn Resorts Articles by failing to pay Aruze fair value for the redeemed shares; and (4) that the terms ofthe Redemption Note that Aruze received in exchange for the redeemed shares, including the Redemption Note’s principal amount, duration, interest rate,and subordinated status, were unconscionable. Among other relief, the Counterclaim seeks a declaration that the redemption of Aruze’s shares was void, aninjunction restoring Aruze’s share ownership, damages in an unspecified amount and rescission of the Amended and Restated Stockholders Agreement, datedas of January 6, 2010, by and among Aruze, Stephen A. Wynn, and Elaine Wynn (the “Stockholders Agreement”). On June 19, 2012, Elaine Wynn asserted a cross claim against Stephen A. Wynn and Aruze seeking a declaration that (1) any and all of Elaine Wynn’sduties under the Stockholders Agreement shall be discharged; (2) the Stockholders Agreement is subject to rescission and is rescinded; (3) the StockholdersAgreement is an unreasonable restraint on alienation in violation of public policy; and/or (4) the restrictions on sale of shares shall be construed asinapplicable to Elaine Wynn. The indenture for Wynn Las Vegas, LLC's 4 1/4% Senior Notes due 2023 (the "2023 Indenture") provides that if Stephen A.Wynn, together with certain related parties, in the aggregate beneficially owns a lesser percentage of the outstanding common stock of the Company than arebeneficially owned by any other person, a change of control will have occurred. The indenture for Wynn Las Vegas, LLC's 5 1/2% Senior Notes due 2025(the "2025 Indenture") provides that if any event constitutes a "change of control" under the 2023 Indenture, it will constitute a change of control under the2025 Indenture. If Elaine Wynn prevails in her cross claim, Stephen A. Wynn would not beneficially own or control Elaine Wynn’s shares, which couldincrease the likelihood that a change in control may occur under the Wynn Las Vegas debt documents. Under the 2023 Indenture and the 2025 Indenture, if achange of control occurs and within 60 days after that occurrence, the 4 1/4% Senior Notes due 2023 or the 5 1/2% Senior Notes due 2025, as applicable, arerated below investment grade by both rating agencies that rate such notes, the Company is required to make an offer to each applicable holder to repurchaseall or any part of such holder’s notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on thenotes purchased, if any, to the date of repurchase (unless the notes have been previously called for redemption). Mr. Wynn is opposing Ms. Wynn’s crossclaim.The Company’s Complaint and the Okada Parties’ Counterclaim have been, and continue to be, challenged through motion practice. At a hearing heldon November 13, 2012, the Nevada state court granted the Wynn Parties’ motion to dismiss108Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)the Counterclaim with respect to the Okada Parties’ claim under the Nevada Racketeer Influenced and Corrupt Organizations Act with respect to certainCompany executives but otherwise denied the motion. At a hearing held on January 15, 2013, the court denied the Okada Parties’ motion to dismiss theCompany’s Complaint. On April 22, 2013, the Company filed a second amended complaint. On August 30, 2013, the Okada Parties filed their third amendedCounterclaim. On September 18, 2013, the Company filed a Partial Motion to Dismiss related to a claim in the third amended Counterclaim alleging civilextortion by Mr. Wynn and the Company’s General Counsel. On October 29, 2013, the court granted the motion and dismissed the claim. On November 26,2013, the Okada Parties filed their fourth amended Counterclaim, and the Company filed an answer to that pleading on December 16, 2013.On each of February 14, 2013 and February 13, 2014, the Company issued a check to Aruze in the amount of $38.7 million, representing the interestpayments due on the Redemption Note at those times. However, those checks were not cashed. In February 2014, the Okada Parties advised of their intent todeposit any checks for interest and principal, past and future, due under the terms of the Redemption Note to the clerk of the court for deposit into the clerk’strust account. On March 17, 2014, the parties stipulated that the checks be returned to the Company for reissue in the same amounts, payable to the clerk ofthe court for deposit into the clerk's trust account. Pursuant to the stipulation, on March 20, 2014, the Company delivered to the clerk of the court thereissued checks that were deposited into the clerk's trust account and filed a notice with the court with respect to the same. On February 13, 2015, theCompany issued a check for the interest payment due at that time to the clerk of the court for deposit into the clerk’s trust account.On April 8, 2013, the United States Attorney’s Office and the U.S. Department of Justice filed a Motion to Intervene and for Temporary and Partial Stayof Discovery in the Redemption Action. The parties had been engaged in discovery at the time of the filing. The motion stated that the federal governmenthas been conducting a criminal investigation of the Okada Parties involving the “same underlying allegations of misconduct-that is, potential violations ofthe Foreign Corrupt Practice Act and related fraudulent conduct-that form the basis of” the Company’s complaint, as amended, in the Redemption Action.The motion sought to stay all discovery in the Redemption Action related to the Okada Parties’ allegedly unlawful activities in connection with their casinoproject in the Philippines until the conclusion of the criminal investigation and any resulting criminal prosecution, with an interim status update to the courtin six months. At a hearing on May 2, 2013, the court granted the motion and ordered that all discovery in the Redemption Action be stayed for a period ofsix months (the “Stay”). On May 30, 2013, Elaine Wynn filed a motion for partial relief from the Stay, to allow her to conduct limited discovery related to hercross and counterclaims. The Wynn Parties opposed the motion so as to not interfere with the United States government’s investigation. At a hearing onAugust 1, 2013, the court denied the motion. On October 29, 2013, the United States Attorney’s Office and the U.S. Department of Justice filed a Motion toExtend the Stay for a further period of six months. At a hearing on October 31, 2013, the court granted the requested extension based upon an affidavitprovided under seal that outlined, among other things, concerns for witness safety. The court did, however, order the parties to exchange written discoverypropounded prior to May 2, 2013, including discovery related to the Elaine Wynn cross and counterclaims referred to above. The extended Stay expired onMay 5, 2014. On April 29, 2014, the United States Attorney's Office and the U.S. Department of Justice filed a Motion for a Second Extension of TemporaryStay of Discovery for a further six months. At a hearing on May 1, 2014, the court denied the motion. On September 22, 2014, the court entered a newstipulation between the parties for discovery schedule with closing on August 1, 2016.On September 16, 2014, Aruze filed a motion for partial summary judgment related to its counterclaim alleging the Company's directors violated theterms of the Articles by failing to pay Aruze fair value for the redeemed shares. At a hearing held on October 21, 2014, the court denied Aruze's motion.On October 10, 2014, the Okada Parties filed a motion for partial judgment on the pleadings principally to seek dismissal of certain breach of fiduciaryclaims against Mr. Okada included in the Company's Complaint. On November 13, 2014, the court denied the motion and issued an order setting the trial andtrial-related dates. The trial is scheduled to begin on February 6, 2017.The Company will continue to vigorously pursue its claims against the Okada Parties, and the Company and the Wynn Parties will continue tovigorously defend against the counterclaims asserted against them. The Company’s claims and the Okada Parties’ counterclaims remain in an early stage andmanagement has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range ofreasonably possible loss, if any. An adverse judgment or settlement involving payment of a material amount could cause a material adverse effect on ourfinancial condition.109Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)Litigation Commenced by Kazuo OkadaJapan Action:On August 28, 2012, Mr. Okada, Universal Entertainment Corporation and Okada Holdings (“Okada Japan Parties”) filed a complaint in Tokyo DistrictCourt against the Wynn Parties, alleging that the press release issued by the Company with respect to the redemption has damaged plaintiffs’ socialevaluation and credibility. The Okada Japan Parties seek damages and legal fees from the Wynn Parties. After asking the Okada Japan Parties to clarify theallegations in their complaint, the Wynn Parties objected to the jurisdiction of the Japanese court. On April 30, 2013, the Wynn Parties filed a memorandumin support of their jurisdictional position. On October 21, 2013, the court dismissed the action on jurisdictional grounds. On November 1, 2013, the OkadaJapan Parties filed an appeal moving the matter to the Tokyo High Court. On June 11, 2014, the Tokyo High Court ruled in favor of the Wynn Parties andupheld the motion for dismissal. On June 25, 2014, the Okada Japan Parties filed a notice of appeal to the Supreme Court of Japan. On October 28, 2014, theWynn Parties received a copy of the brief that the Okada Japan Parties had filed to explain why they believe the Supreme Court of Japan should hear the case.The Wynn Parties filed a reply brief on February 16, 2015.Indemnification Action:On March 20, 2013, Mr. Okada filed a complaint against the Company in Nevada state court for indemnification under the Company’s Articles, bylawsand agreements with its directors. The complaint sought advancement of Mr. Okada’s costs and expenses (including attorney’s fees) incurred pursuant to thevarious legal proceedings and related regulatory investigations described above. The Company’s answer and counterclaim was filed on April 15, 2013. Thecounterclaim named each of the Okada Parties as defendants and sought indemnification under the Company’s Articles for costs and expenses (includingattorney’s fees) incurred pursuant to the various legal proceedings and related regulatory investigations described above. On April 30, 2013, Mr. Okada filedhis reply to the counterclaim. On February 4, 2014, the court entered an order on the parties’ stipulation that: (1) dismissed all claims Mr. Okada assertedagainst the Company; (2) reserved Mr. Okada’s right to assert, in the future, any claims for indemnity following the resolution of the Redemption Action; and(3) stayed the claims asserted by the Company against Mr. Okada pending the resolution of the Redemption Action.Management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this action or therange of reasonably possible loss, if any.Related Investigations and Derivative LitigationInvestigations:In the U.S. Department of Justice’s Motion to Intervene and for Temporary and Partial Stay of Discovery in the Redemption Action, the Department ofJustice states in a footnote that the government also has been conducting a criminal investigation into the Company’s previously disclosed donation to theUniversity of Macau. The Company has not received any target letter or subpoena in connection with such an investigation. The Company intends tocooperate fully with the government in response to any inquiry related to the donation to the University of Macau.Other regulators may pursue separate investigations into the Company’s compliance with applicable laws arising from the allegations in the mattersdescribed above and in response to the Counterclaim and other litigation filed by Mr. Okada suggesting improprieties in connection with the Company’sdonation to the University of Macau. While the Company believes that it is in full compliance with all applicable laws, any such investigations could resultin actions by regulators against the Company. Prior investigations by the Nevada Gaming Control Board and SEC were closed with no actions taken.Derivative Claims:Six derivative actions were commenced against the Company and all members of its Board of Directors: four in the United States District Court, Districtof Nevada, and two in the Eighth Judicial District Court of Clark County, Nevada.The four federal actions brought by the following plaintiffs have been consolidated: (1) The Louisiana Municipal Police Employees’ RetirementSystem, (2) Maryanne Solak, (3) Excavators Union Local 731 Welfare Fund, and (4) Boilermakers Lodge No. 154 Retirement Fund (collectively, the “FederalPlaintiffs”).110Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)The Federal Plaintiffs filed a consolidated complaint on August 6, 2012, asserting claims for: (1) breach of fiduciary duty; (2) waste of corporate assets;(3) injunctive relief; and (4) unjust enrichment. The claims were against the Company and all Company directors, including Mr. Okada, however, theplaintiffs voluntarily dismissed Mr. Okada as a defendant in this consolidated action on September 27, 2012. The Federal Plaintiffs claimed that theindividual defendants breached their fiduciary duties and wasted assets by: (a) failing to ensure the Company’s officers and directors complied with federaland state laws and the Company’s Code of Conduct; (b) voting to allow the Company’s subsidiary to make the donation to the University of Macau; and(c) redeeming Aruze’s stock such that the Company incurs the debt associated with the redemption. The Federal Plaintiffs seek unspecified compensatorydamages, restitution in the form of disgorgement, reformation of corporate governance procedures, an injunction against all future payments related to thedonation/pledge, and all fees (attorneys, accountants, and experts) and costs. The directors responded to the consolidated complaint by filing a motion todismiss on September 14, 2012. On February 1, 2013, the federal court dismissed the complaint for failure to plead adequately the futility of a pre-suitdemand on the Board. The dismissal was without prejudice to the Federal Plaintiffs’ ability to file a motion within 30 days seeking leave to file an amendedcomplaint. On April 9, 2013, the Federal Plaintiffs filed their amended complaint. The Company and the directors filed their motion to dismiss the amendedcomplaint on May 23, 2013. On March 13, 2014, the federal court granted the motion to dismiss and entered judgment in favor of the Company and directorsand against the Federal Plaintiffs without prejudice. On April 10, 2014, the Federal Plaintiffs filed a notice of appeal to the United States Court of Appeals forthe Ninth Circuit. The Federal Plaintiffs' opening brief was filed on September 19, 2014. The Company filed a response on December 18, 2014 and theFederal Plaintiffs’ filed a reply brief on January 30, 2015.The two state court actions brought by the following plaintiffs have also been consolidated: (1) IBEW Local 98 Pension Fund and (2) Danny Hinson(collectively, the “State Plaintiffs”). Through a coordination of efforts by all parties, the directors and the Company (a nominal defendant) have been servedin all of the actions. The State Plaintiffs filed a consolidated complaint on July 20, 2012 asserting claims for (1) breach of fiduciary duty; (2) abuse of control;(3) gross mismanagement; and (4) unjust enrichment. The claims are against the Company and all Company directors during the applicable period, includingMr. Okada, as well as the Company’s Chief Financial Officer who signed financial disclosures filed with the SEC during the applicable periods. The StatePlaintiffs claim that the individual defendants failed to disclose to the Company’s stockholders the investigation into, and the dispute with director Okada aswell as the alleged potential violations of the FCPA related to, the University of Macau Development Foundation donation. The State Plaintiffs seekunspecified monetary damages (compensatory and punitive), disgorgement, reformation of corporate governance procedures, an order directing the Companyto internally investigate the donation, as well as attorneys’ fees and costs. On October 13, 2012, the court entered the parties’ stipulation providing for a stayof the state derivative action for 90 days, subject to the parties’ obligation to monitor the progress of the pending litigation, discussed above, between WynnResorts (among others) and Mr. Okada (among others). Per the stipulation, the Company and the individual defendants were not required to respond to theconsolidated complaint while the stay remained in effect. Following the expiration of the stay, the State Plaintiffs advised the Company and the individualdefendants that they intended to resume the action by filing an amended complaint, which they did, on April 26, 2013. The Company and directors filed theirmotion to dismiss on June 10, 2013. However, on July 31, 2013, the parties agreed to a stipulation that was submitted to, and approved by the court. Thestipulation contemplates a stay of the consolidated state court derivative action of equal duration as the Stay entered by the court in the Redemption Action.On June 18, 2014, the court entered a new stipulation between the parties that provides for further stay of the state derivative action and directs the parties,within 45 days of the conclusion of the latter of the Redemption Action or the federal derivative action, to discuss how the state derivative action shouldproceed and to file a joint report with the court.The individual defendants are vigorously defending against the claims pleaded against them in the state derivative action. Management hasdetermined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this action or the range of reasonablypossible loss, if any.Massachusetts Gaming License Related ActionsOn September 17, 2014, the MGC designated Wynn MA, an indirect wholly owned subsidiary of the Company, the award winner of the Greater Boston(Region A) gaming license. On November 7, 2014, the gaming license awarded to us became effective.On October 16, 2014, the City of Revere, the host community to the unsuccessful bidder for the same license, and the International Brotherhood ofElectrical Workers, Local 103, filed a complaint against the MGC and each of the five gaming commissioners in Suffolk Superior Court. On December 4,2014, the City of Somerville, a surrounding community to the proposed site which Wynn MA will develop and construct an integrated resort, filed a similarcomplaint against the MGC and each of the five gaming commissioners in Suffolk Superior Court. The complaints challenge the MGC's decision and allege111Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)that the MGC failed to follow statutory requirements outlined in the Gaming Act. The complaints (1) seek to appeal the administrative decision, (2) assertthat certiorari provides a remedy to correct errors in proceedings by an agency such as the MGC, (3) challenge the constitutionality of that section of thegaming law which bars judicial review of the Commission's decision to deny an applicant a gaming license, and (4) allege violations of the open meeting lawrequirements.On January 5, 2015, the City of Boston, filed a complaint against the MGC and each of the five gaming commissioners in Suffolk Superior Court forcertiorari and declaratory relief in connection with the MGC's award of the license to Wynn MA. The complaint seeks to contest the MGC's decision thatBoston is a surrounding community, rather than a host community to the Wynn resort in Massachusetts.Wynn MA is not named in the complaints. Wynn MA has been advised that the Attorney General for the Commonwealth of Massachusetts will beresponding to the complaints.Note 18 - Segment InformationThe Company reviews the results of operations for each of its operating segments. Wynn Macau and Encore at Wynn Macau are managed as a singleintegrated resort and aggregated as one reportable segment ("Macau Operations"). Wynn Las Vegas and Encore at Wynn Las Vegas are managed as a singleintegrated resort and have been aggregated as one reportable segment ("Las Vegas Operations"). The Company identifies each integrated resort as a reportablesegment considering operations within each integrated resort have similar economic characteristics, type of customers, types of services and products, theregulatory environment of the operations and the Company's organizational and management reporting structure. The Company also reviews constructionand development activities for each of its projects under development, in addition to its reportable segments. The Company's projects under development areWynn Palace and the Wynn resort in Massachusetts. In the following tables the assets and capital expenditures of the Wynn resort in Massachusetts areincluded in Corporate and Other. Other Macau primarily represents cash and investment securities held at the Company's Macau holding company.112Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)The following tables present the Company's segment information (in thousands): Years Ended December 31, 2014 2013 2012Net revenues Macau Operations$3,796,750 $4,040,526 $3,667,454Las Vegas Operations1,636,911 1,580,410 1,486,830Total$5,433,661 $5,620,936 $5,154,284Adjusted Property EBITDA(1) Macau Operations$1,258,082 $1,324,119 $1,167,340Las Vegas Operations515,196 486,682 408,472Total1,773,278 1,810,801 1,575,812Other operating costs and expenses Pre-opening costs30,146 3,169 466Depreciation and amortization314,119 371,051 373,199Property charges and other10,437 17,138 39,978Corporate expenses and other111,795 88,729 112,159Stock-based compensation39,154 39,538 19,648Equity in income from unconsolidated affiliates1,349 1,085 1,086Total other operating costs and expenses507,000 520,710 546,536Operating income1,266,278 1,290,091 1,029,276Non-operating costs and expenses Interest income20,441 15,713 12,543Interest expense, net of amounts capitalized(315,062) (299,022) (288,759)(Decrease) increase in swap fair value(4,393) 14,235 991Loss from extinguishment of debt(9,569) (40,435) (25,151)Equity in income from unconsolidated affiliates1,349 1,085 1,086Other(182) 4,856 3,012Total other non-operating costs and expenses(307,416) (303,568) (296,278)Income before income taxes958,862 986,523 732,998Benefit (provision) for income taxes3,782 17,634 (4,299)Net income$962,644 $1,004,157 $728,699113Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)(1)“Adjusted Property EBITDA” is earnings before interest, taxes, depreciation, amortization, pre-opening costs, property charges and other,corporate expenses, intercompany golf course and water rights leases, stock-based compensation, and other non-operating income and expensesand includes equity in income from unconsolidated affiliates. Adjusted Property EBITDA is presented exclusively as a supplemental disclosurebecause management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies.Management uses Adjusted Property EBITDA as a measure of the operating performance of its segments and to compare the operatingperformance of its properties with those of its competitors. The Company also presents Adjusted Property EBITDA because it is used by someinvestors as a way to measure a company’s ability to incur and service debt, make capital expenditures and meet working capital requirements.Gaming companies have historically reported EBITDA as a supplement to financial measures in accordance with U.S. generally acceptedaccounting principles (“GAAP”). In order to view the operations of their casinos on a more stand-alone basis, gaming companies, includingWynn Resorts, Limited, have historically excluded from their EBITDA calculations pre-opening expenses, property charges, corporate expensesand stock-based compensation, which do not relate to the management of specific casino properties. However, Adjusted Property EBITDAshould not be considered as an alternative to operating income as an indicator of the Company’s performance, as an alternative to cash flowsfrom operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike netincome, Adjusted Property EBITDA does not include depreciation or interest expense and therefore does not reflect current or future capitalexpenditures or the cost of capital. The Company has significant uses of cash flows, including capital expenditures, interest payments, debtprincipal repayments, taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDA. Also, Wynn Resorts’calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore, comparabilitymay be limited.The Company has reclassified the prior periods to conform with the current presentation of segment information. Years ended December 31, 2014 2013Capital expenditures Macau Macau Operations$89,039 $60,488Wynn Palace937,501 381,786Total Macau1,026,540 442,274Las Vegas Operations58,813 63,872Corporate and other41,662 640 $1,127,015 $506,786 As of December 31, 2014 2013 2012Assets Macau Macau Operations$1,520,098 $2,510,444 $2,439,886Wynn Palace1,854,521 755,452 320,158Other Macau974,170 652,267 244,614Total Macau4,348,789 3,918,163 3,004,658Las Vegas Operations3,472,931 3,576,649 3,669,881Corporate and other1,241,141 882,218 602,055 $9,062,861 $8,377,030 $7,276,594114Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) As of December 31, 2014 2013 2012Long-lived assets Macau$2,799,781 $1,732,485 $1,343,381United States3,268,576 3,292,965 3,483,745 $6,068,357 $5,025,450 $4,827,126Note 19 - Quarterly Financial Information (Unaudited)The following tables (in thousands, except per share data) present selected quarterly financial information for 2014 and 2013, as previously reported.Because income per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding duringeach quarter, the sum of the per share amounts for the four quarters may not equal the total income per share amounts for the year. Year Ended December 31, 2014 First Second Third Fourth YearNet revenues$1,513,613 $1,412,063 $1,370,010 $1,137,975 $5,433,661Operating income$376,831 $341,342 $332,575 $215,530 $1,266,278Net income$303,043 $258,402 $253,006 $148,193 $962,644Net income attributable to Wynn Resorts,Limited$226,896 $203,906 $191,406 $109,346 $731,554Basic income per share$2.25 $2.02 $1.90 $1.08 $7.25Diluted income per share$2.22 $2.00 $1.88 $1.07 $7.18 Year Ended December 31, 2013 First Second Third Fourth YearNet revenues$1,378,654 $1,332,273 $1,390,112 $1,519,897 $5,620,936Operating income$333,648 $274,024 $313,978 $368,441 $1,290,091Net income$272,144 $192,716 $248,811 $290,486 $1,004,157Net income attributable to Wynn Resorts,Limited$202,963 $129,785 $182,020 $213,884 $728,652Basic income per share$2.02 $1.29 $1.81 $2.12 $7.25Diluted income per share$2.00 $1.28 $1.79 $2.10 $7.17Note 20 - Subsequent EventsDividendOn February 3, 2015, the Company announced a cash dividend of $1.50 per share, payable on February 23, 2015 to stockholders of record as ofFebruary 13, 2015.Cash Tender Offer and Senior Notes IssuanceOn February 10, 2015, the Issuers commenced a cash tender offer for any and all of the outstanding aggregate principal amounts of the 7 3/4% 2020Notes and 7 7/8% 2020 Notes (together the "2020 Notes"). Wynn Las Vegas, LLC accepted for purchase valid tenders with respect to approximately $305.8million of the $377.0 million aggregate principal amount of the 7 3/4% 2020 Notes and approximately $1,146.5 million of the $1,226.6 million aggregateprincipal amount of the 7 7/8% 2020 Notes. The note holders who validly tendered their 2020 Notes received the total consideration of $1,073.82 for each$1,000 principal amount of 7 3/4% 2020 Notes and $1,054.21 for each $1,000 principal amount of 7 7/8% 2020 Notes. The premium portion of theaggregate total consideration was approximately $101.2 million and recorded as a loss on extinguishment of debt in the first quarter of 2015.Separately, on February 18, 2015, the Issuers completed the issuance of $1.8 billion aggregate principal amount of 5 1/2% senior notes due 2025 (the"2025 Notes") pursuant to an Indenture, dated as of February 18, 2015 (the "2025 Indenture"),115Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)among the Issuers, all the Issuers' subsidiaries (other than Wynn Las Vegas Capital Corp., which was a co-issuer) and U.S. Bank National Association, astrustee. The 2025 Notes were issued at par. The Company used the net proceeds from the 2025 Notes to cover the cost of purchasing the 2020 Notes tenderedin the tender offer. The Company also satisfied and discharged the indentures under which the 2020 Notes were issued and will use the remaining netproceeds to redeem the 2020 Notes not tendered and for general corporate purposes.The 2025 Notes will mature on March 1, 2025 and bear interest at the rate of 5 1/2% per annum. The Issuers may, at their option, redeem the 2025Notes, in whole or in part, at any time or from time to time prior to their stated maturity. The redemption price for 2025 Notes that are redeemed beforeDecember 1, 2024 will be equal to the greater of (a) 100% of the principal amount of the 2025 Notes to be redeemed and (b) a “make-whole” amountdescribed in the 2025 Indenture, plus in either case accrued and unpaid interest, if any, to, but not including, the redemption date. The redemption price forthe 2025 Notes that are redeemed on or after December 1, 2024 will be equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus accruedand unpaid interest, if any, to, but not including, the redemption date. In the event of a change of control triggering event, the Issuers will be required to offerto repurchase the 2025 Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but not including. the repurchase date. The 2025Notes are also subject to mandatory redemption requirements imposed by gaming laws and regulations of gaming authorities in Nevada.The 2025 Notes are the Issuers’ senior unsecured obligations and rank pari passu in right of payment with the Issuers’ outstanding 7 7/8% 2020 Notes, 73/4% 2020 Notes, the 2022 Notes and the 2023 Notes (together, the "Existing Notes"). The 2025 Notes are secured by a first priority pledge of the Company’sequity interests, the effectiveness of which is subject to the prior approval of the Nevada gaming authorities. The equity interests of the Company also securethe Existing Notes. If Wynn Resorts, Limited receives an investment grade rating from one or more ratings agencies, the first priority pledge securing the2025 Notes will be released.The 2025 Notes are jointly and severally guaranteed by all of the Issuers’ subsidiaries. The guarantees are senior unsecured obligations and rank seniorin right of payment to all of their existing and future subordinated debt. The guarantees rank equally in right of payment with all existing and futureliabilities of the Issuers' subsidiaries that are not so subordinated and will be effectively subordinated in right of payment to all of such existing and futuresecured debt (to the extent of the collateral securing such debt).The 2025 Indenture contains covenants limiting the Issuers’ and all of the Issuers' subsidiaries' (as guarantors), other than Wynn Capital, ability tocreate liens on assets to secure debt, enter into sale-leaseback transactions and merge or consolidate with another company. These covenants are subject to anumber of important and significant limitations, qualifications and exceptions.Events of default under the 2025 Indenture include, among others, the following: default for 30 days in the payment when due of interest on the 2025Notes; default in payment when due of the principal of, or premium, if any, on the 2025 Notes; failure to comply with certain covenants in the 2025Indenture; and certain events of bankruptcy or insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency withrespect to the Issuers or Issuers' subsidiaries (as guarantors), other than Wynn Capital, all 2025 Notes then outstanding will become due and payableimmediately without further action or notice. 116Table of ContentsITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENone.ITEM 9A. CONTROLS AND PROCEDURES(a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and ChiefFinancial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. In designing andevaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, canonly provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer haveconcluded that, as of December 31, 2014, the Company’s disclosure controls and procedures are effective, at the reasonable assurance level, in recording,processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under theExchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act isaccumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allowtimely discussions regarding required disclosure.(b) Management Report on Internal Control Over Financial Reporting. Management of the Company is responsible for establishing and maintainingadequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation ofeffectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. In making this assessment,management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“COSO”) in InternalControl-Integrated Framework.Based on our assessment, management believes that, as of December 31, 2014, the Company’s internal control over financial reporting was effective.The Company’s independent registered public accounting firm has issued an audit report on our internal control over financial reporting. This reportappears under “Report of Independent Registered Public Accounting Firm on Internal Controls Over Financial Reporting” on page 67.(c) Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financialreporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter to which this report relates thathave materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.ITEM 9B. OTHER INFORMATIONOn February 24, 2015, the Company entered into a second amendment (the “Amendment”) to the Employment Agreement, dated as of November 7,2013, as amended, by and between the Company and Stephen Cootey, Chief Financial Officer, Senior Vice President and Treasurer. The Amendment,effective as of February 24, 2015, among other things, provides that the amount of any separation payment payable under his employment agreement shallequal the sum of his base salary through the end of the term of the agreement (but not less than 12 months), plus the amount of any bonus paid for thepreceding bonus period, plus any accrued but unpaid vacation time.The description of the Amendment is qualified by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1.6.2.On February 26, 2015, the Company entered into (i) a Management Fee and Corporate Allocation Agreement, dated as of February 26, 2015, by andbetween the Company and Wynn Las Vegas (“Management Agreement”) and (ii) a 2015 Intellectual117Table of ContentsProperty License Agreement, dated as of February 26, 2015, by and among the Company, Wynn Resorts Holdings, LLC and Wynn Las Vegas (“2015 IPAgreement”). The Management Agreement provides that, among other things, Wynn Las Vegas will pay the Company a yearly management fee equal to1.5% of net revenues and monthly corporate allocation charges for corporate support services provided by the Company in support of Wynn Las Vegas’business. Pursuant to the 2015 IP Agreement, Wynn Las Vegas is granted a non-exclusive license to certain intellectual property at a monthly licensing fee of3% of Wynn Las Vegas’ gross revenue, subject to a 1.5% reduction while the 2004 IP Agreement (defined below) is in place.In connection with the foregoing, the Company terminated that certain Management Agreement, dated as of December 14, 2004, by and among theCompany, Wynn Las Vegas, and certain Wynn Las Vegas-related entities. That certain Intellectual Property License Agreement, dated as of December 14,2004 (“2004 IP Agreement”), by and among the Company, Wynn Resorts Holdings, LLC and Wynn Las Vegas remains in effect until otherwise terminatedby the parties in accordance with the terms therein.These descriptions of the Management Agreement and 2015 IP Agreement are qualified by reference to such agreements, copies of which are filedherewith as Exhibits 10.11.2 and 10.11.5, respectively.118Table of ContentsPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEThe information required by this item will be contained in the Registrant’s definitive Proxy Statement for its 2015 Annual Stockholder Meeting to befiled with the Securities and Exchange Commission within 120 days after December 31, 2014 (the “2015 Proxy Statement”) under the captions “Election ofDirectors”, “Executive Officers”, “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and is incorporated herein byreference.As part of the Company’s commitment to integrity, the Board of Directors has adopted a Code of Business Conduct and Ethics applicable to alldirectors, officers and employees of the Company and its subsidiaries. This Code is periodically reviewed by the Board of Directors. In the event wedetermine to amend or waive certain provisions of this code of ethics, we intend to disclose such amendments or waivers on our website athttp://www.wynnresorts.com under the heading “Corporate Governance” within four business days following such amendment or waiver or as otherwiserequired by the NASDAQ listing standards.ITEM 11. EXECUTIVE COMPENSATIONThe information required by this item will be contained in the 2015 Proxy Statement under the captions “Director Compensation”, “CompensationDiscussion and Analysis” and “Executive Compensation Tables,” and is incorporated herein by reference.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurities Authorized for Issuance Under Equity Compensation PlansThe following table summarizes compensation plans under which our equity securities are authorized for issuance, aggregated as to: (i) allcompensation plans previously approved by stockholders, and (ii) all compensation plans not previously approved by stockholders. These plans aredescribed in Item 8—“Financial Statements and Supplementary Data” of Part II (see Notes to Consolidated Financial Statements).Plan CategoryNumber ofSecurities tobe IssuedUponExercise ofOutstandingOptions,Warrantsand Rights(a) Weighted-AverageExercisePrice ofOutstandingOptions,Warrantsand Rights(b) Number ofSecuritiesRemainingAvailable forFutureIssuanceUnder EquityCompensationPlans(excludingsecuritiesreflected incolumn (a))(c)Equity compensation plans approved by security holders1,380,976 $79.93 4,407,390Equity compensation plans not approved by security holders— — —Total1,380,976 $79.93 4,407,390Certain information required by this item will be contained in the 2015 Proxy Statement under the caption “Certain Beneficial Ownership andManagement," and is incorporated herein by reference.ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEThe information required by this item will be contained in the 2015 Proxy Statement under the caption “Certain Relationships and RelatedTransactions", and “Corporate Governance,” and is incorporated herein by reference.ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESThe information required by this item will be contained in the 2015 Proxy Statement under the caption “Ratification of Appointment of IndependentAuditors,” and is incorporated herein by reference.119Table of ContentsPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES(a)1. The following consolidated financial statements of the Company are filed as part of this report under Item 8—“Financial Statements andSupplementary Data.”•Reports of Independent Registered Public Accounting Firm•Consolidated Balance Sheets as of December 31, 2014 and 2013•Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012•Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012•Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014, 2013 and 2012•Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012•Notes to Consolidated Financial Statements(a)2. Financial Statement Schedules filed in Part IV of this report are listed below:•Schedule I—Condensed financial information of the registrant•Schedule II—Valuation and Qualifying AccountsWe have omitted all other financial statement schedules because they are not required or are not applicable, or the required information is shown in thefinancial statements or notes to the financial statements.120Table of ContentsSCHEDULE 1—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANTWYNN RESORTS, LIMITED(Parent Company Only)CONDENSED BALANCE SHEETS(in thousands, except share data) December 31, 2014 2013ASSETSCurrent assets: Cash and cash equivalents$335,111 $299,716Investment securities240,140 169,496Receivables1,740 1,804Prepaid expenses1,980 3,165Total current assets578,971 474,181Property and equipment, net11,296 11,314Investment securities10,173 79,989Other assets62,043 33,787Due from subsidiaries369,917 298,410Investment in subsidiaries1,217,442 1,269,696Total assets$2,249,842 $2,167,377LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities: Accounts payable$1,695 $334Accrued compensation and benefits17,428 1,326Interest payable33,636 33,636Other accrued liabilities8,163 4,865Deferred income taxes, net4,847 4,034Total current liabilities65,769 44,195Long-term debt1,936,443 1,936,443Other long-term liabilities12,421 40,045Deferred income taxes, net24,118 14,343Total liabilities2,038,751 2,035,026Commitments and contingencies (Note 2) Stockholders’ equity: Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding— —Common stock, par value $0.01; 400,000,000 shares authorized; 114,426,960 and 114,170,493 sharesissued; and, 101,439,297 and 101,192,408 shares outstanding1,144 1,142Treasury stock, at cost; 12,987,663 and 12,978,085 shares(1,145,481) (1,143,419)Additional paid-in capital948,566 888,727Accumulated other comprehensive income2,505 2,913Retained earnings164,487 66,130Total Wynn Resorts, Limited stockholders’ deficit(28,779) (184,507)Noncontrolling interest239,870 316,858Total equity211,091 132,351Total liabilities and stockholders' equity$2,249,842 $2,167,377The accompanying notes are an integral part of these condensed financial statements.121Table of ContentsWYNN RESORTS, LIMITED(Parent Company Only)CONDENSED STATEMENTS OF INCOME(in thousands, except per share data) Years Ended December 31, 2014 2013 2012Operating revenues: Wynn Macau royalty fees$148,039 $160,923 $147,101Wynn Las Vegas management fees24,580 23,721 22,318Other revenues2,050 — —Net revenues174,669 184,644 169,419Operating costs and expenses: General and administrative45,934 45,285 70,602Depreciation and amortization447 423 421Property charges and other— — 33Total operating costs and expenses46,381 45,708 71,056Operating income128,288 138,936 98,363Other income (expense): Interest and other income1,997 1,486 1,116Interest expense(38,729) (38,715) (33,650)Equity in income of subsidiaries864,156 882,760 665,127Other income (expense), net827,424 845,531 632,593Income before income taxes955,712 984,467 730,956Benefit (provision) for income taxes6,932 19,690 (2,257)Net income962,644 1,004,157 728,699Less: net income attributable to noncontrolling interests(231,090) (275,505) (226,663)Net income attributable to Wynn Resorts, Limited$731,554 $728,652 $502,036Basic and diluted earnings per common share: Net income attributable to Wynn Resorts, Limited: Basic$7.25 $7.25 $4.87Diluted$7.18 $7.17 $4.82Weighted average common shares outstanding: Basic100,927 100,540 103,092Diluted101,931 101,641 104,249The accompanying notes are an integral part of these condensed financial statements.122Table of ContentsWYNN RESORTS, LIMITED(Parent Company Only)CONDENSED STATEMENTS OF CASH FLOWS(in thousands) Years Ended December 31, 2014 2013 2012Cash flows from operating activities: Net income$962,644 $1,004,157 $728,699Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization447 423 421Deferred income taxes(9,192) (19,826) (3,655)Stock-based compensation21,888 26,964 11,894Amortization of discount on investment securities and other4,059 3,338 3,762Dividends received from subsidiary887,613 840,914 700,025Equity in income of subsidiaries(864,156) (882,760) (665,127)Increase (decrease) in cash from changes in: Receivables68 (476) 823Prepaid expenses1,185 (467) (1,695)Accounts payable, accrued expenses and other21,540 1,515 38,337Due from affiliates(26,900) (23,721) (22,318)Net cash provided by operating activities999,196 950,061 791,166Cash flows from investing activities: Purchase of investment securities(200,258) (222,856) (183,484)Proceeds from sales or maturities of investment securities195,164 95,771 202,406Purchase of other assets(28,476) (105) (33,682)Due (from) to subsidiaries(307,525) 4,623 (34,132)Net cash used in investing activities(341,095) (122,567) (48,892)Cash flows from financing activities: Cash distributions(632,503) (712,681) (955,493)Exercise of stock options11,859 20,436 15,583Repurchase of common stock(2,062) (15,472) (911)Net cash used in financing activities(622,706) (707,717) (940,821)Cash and cash equivalents: Increase (decrease) in cash and cash equivalents35,395 119,777 (198,547)Balance, beginning of year299,716 179,939 378,486Balance, end of year$335,111 $299,716 $179,939The accompanying notes are an integral part of these condensed financial statements.123Table of ContentsWYNN RESORTS, LIMITED(Parent Company Only)NOTES TO CONDENSED FINANCIAL STATEMENTSNote 1 - Basis of PresentationThe accompanying condensed financial statements include only the accounts of Wynn Resorts, Limited (the “Company”). Investments in theCompany’s subsidiaries are accounted for under the equity method.In October 2009, Wynn Macau, Limited, an indirect wholly owned subsidiary of the Company and the developer, owner and operator of Wynn Macau,listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited. Wynn Macau, Limited sold through an initial public offering,including the over allotment, 1,437,500,000 shares, 27.7% of this subsidiary’s common stock.Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generallyaccepted in the United States of America have been condensed or omitted since this information is included in the Company’s consolidated financialstatements included elsewhere in this Form 10-K.Note 2 - Commitments and ContingenciesThe Company is a holding company and, as a result, its ability to pay dividends is dependent on its subsidiaries’ ability to obtain funds and itssubsidiaries' ability to provide funds to it. Restrictions are imposed by its subsidiaries' debt instruments significantly restrict certain key subsidiaries holdinga majority of its assets, including Wynn Las Vegas, LLC, Wynn America, LLC, and Wynn Resorts (Macau), S.A., from making dividends or distributions tothe Company. These restrictions are subject to certain exceptions for affiliated overhead expenses as defined in the agreements governing the debtinstruments, unless certain financial and non-financial criteria have been satisfied. The Company received cash dividends of $887.6 million, $840.9 millionand $700.0 million from its subsidiaries during the years ended December 31, 2014, 2013 and 2012, respectively.124Table of ContentsSCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS(in thousands)DescriptionBalance atBeginning ofYear ProvisionsforDoubtfulAccounts Write-offs,Net ofRecoveries Balance atEnd of YearAllowance for doubtful accounts: 2014$73,991 3,906 (3,219) $74,6782013$102,213 11,877 (40,099) $73,9912012$91,854 18,091 (7,732) $102,213 DescriptionBalance atBeginning ofYear Additions Deductions Balance atEnd of YearDeferred income tax asset valuation allowance: 2014$2,587,025 745,112 (35,348) $3,296,7892013$1,831,545 773,509 (18,029) $2,587,0252012$1,812,482 29,132 (10,069) $1,831,545125Table of Contents(a)3. ExhibitsExhibits that are not filed herewith have been previously filed with the SEC and are incorporated herein by reference.ExhibitNo. Description3.1 Second Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference from Amendment No. 4 to theForm S-1 filed by the Registrant on October 7, 2002 (File No. 333-90600).)3.2 Seventh Amended and Restated Bylaws of the Registrant, as amended. (Incorporated by reference from the Quarterly Report on Form10-Q filed by the Registrant on August 8, 2014.)4.1 Specimen certificate for shares of Common Stock, $0.01 par value per share of the Registrant. (Incorporated by reference fromAmendment No. 4 to the Form S-1 filed by the Registrant on October 7, 2002 (File No. 333-90600).)4.2 Indenture, dated as of April 28, 2010, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors set forththerein and U.S. Bank National Association, as trustee. (Incorporated by reference from the Current Report on Form 8-K filed by theRegistrant on April 28, 2010.)4.3 Indenture, dated as of August 4, 2010, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named thereinand U.S. Bank National Association, as trustee. (Incorporated by reference from the Current Report on Form 8-K filed by theRegistrant on August 5, 2010.)4.4 Indenture, dated as of March 12, 2012, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors namedtherein and U.S. Bank National Association, as trustee. (Incorporated by reference from the Current Report on Form 8-K filed by theRegistrant on March 13, 2012.)4.5 Indenture, dated May 22, 2013, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein andthe U.S. Bank National Association, as trustee. (Incorporated by reference from the Current Report on Form 8-K filed by theRegistrant on May 22, 2013.)4.6 Indenture, dated February 18, 2015, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named thereinand U.S. Bank National Association, as trustee. (Incorporated by reference from the Current Report on Form 8-K filed by theRegistrant on February 18, 2015.)*4.7 Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of April 28, 2010, among Wynn Las Vegas, LLC,Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.*4.8 Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of August 4, 2010, among Wynn Las Vegas, LLC,Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.*4.9 Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of March 12, 2012, among Wynn Las Vegas, LLC,Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.*4.10 Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of May 22, 2013, among Wynn Las Vegas, LLC,Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.+10.1.1.0 Employment Agreement, dated as of October 4, 2002, by and between Wynn Resorts, Limited and Stephen A. Wynn. (Incorporatedby reference from Amendment No. 4 to the Form S-1 filed by the Registrant on October 7, 2002 (File No. 333-90600).)+10.1.1.1 First Amendment to Employment Agreement, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts,Limited. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)+10.1.1.2 Second Amendment to employment agreement between Wynn Resorts, Limited and Stephen A. Wynn dated January 31, 2007.(Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2007.)+10.1.1.3 Third Amendment to Employment Agreement, dated as of September 11, 2008, between Wynn Resorts, Limited and Stephen A.Wynn. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on September 15, 2008. )+10.1.1.4 Fourth Amendment to Employment Agreement dated as of December 31, 2008, between Wynn Resorts, Limited and Stephen A.Wynn. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2009.)+10.1.1.5 Amendment to Employment Agreement, dated as of February 16, 2009, by and between Wynn Resorts, Limited and Stephen A.Wynn. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 11, 2009.)126Table of Contents+10.1.1.6 Sixth Amendment to Employment Agreement, dated as of February 24, 2011, between Wynn Resorts, Limited and Stephen A.Wynn. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on February 28, 2011.)*+10.1.1.7 Seventh Amendment to Employment Agreement, dated as of January 15, 2015, between Wynn Resorts, Limited and Stephen A.Wynn.+10.1.2 Employment Agreement, dated November 18, 2013, by and between Wynn Resorts Limited and Matt Maddox (Incorporated byreference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.)+10.1.3.0 Employment Agreement, dated May 12, 2010, by and between Worldwide Wynn, LLC and Linda C. Chen. (Incorporated byreference from the Current Report on Form 8-K filed by the Registrant on May 18, 2010.)+10.1.3.1 Retention Agreement, dated July 27, 2011, by and between Worldwide Wynn, LLC and Linda Chen. (Incorporated by referencefrom the Current Report on Form 8-K filed by the Registrant on August 18, 2011.)+10.1.3.2 First Amendment to Employment Agreement, dated as of November 2, 2012, by and between Worldwide Wynn, LLC and LindaChen. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2013.)+10.1.3.3 Second Amendment to Employment Agreement, dated as of January 2, 2014, by and between Worldwide Wynn, LLC and LindaChen. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 9, 2014.)+10.1.4.0 Employment Agreement, dated as of April 24, 2007, by and between Wynn Resorts, Limited and Kim Sinatra. (Incorporated byreference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.)+10.1.4.1 First Amendment to Employment Agreement, dated as of December 31, 2008 by and between Wynn Resorts, Limited and KimSinatra. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.)+10.1.4.2 Amendment to Employment Agreement, dated as of February 12, 2009, by and between Wynn Resorts, Limited and Kim Sinatra.(Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.)+10.1.4.3 Second Amendment to Employment Agreement, dated as of November 30, 2009, by and between Wynn Resorts, Limited and KimSinatra. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.)+10.1.4.4 Third Amendment to Employment Agreement, dated as of May 5, 2014, by and between Wynn Resorts, Limited and Kim Sinatra.(Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 8, 2014.)+10.1.5.0 Employment Agreement, dated August 31, 2005, by and between Wynn Resorts, Limited and John Strzemp. (Incorporated byreference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.)+10.1.5.1 First Amendment to Employment Agreement, dated as of March 26, 2008, by and between Wynn Resorts, Limited and JohnStrzemp. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.)+10.1.5.2 Second Amendment to Employment Agreement, dated as of December 31, 2008, by and between Wynn Resorts, Limited and JohnStrzemp. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.)+10.1.5.3 Amendment to Employment Agreement, dated as of February 12, 2009, by and between Wynn Resorts, Limited and John Strzemp.(Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.)+10.1.5.4 Fourth Amendment to Employment Agreement, dated as of March 23, 2009, by and between Wynn Resorts, Limited and JohnStrzemp. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.)+10.1.5.5 Fifth Amendment to Employment Agreement, dated as of February 25, 2013, by and between Wynn Resorts, Limited and JohnStrzemp. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.)+10.1.5.6 Sixth Amendment to Employment Agreement, dated as of September 10, 2013, by and between Wynn Resorts, Limited and JohnStrzemp. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.)+10.1.6.0 Employment Agreement, dated as of November 7, 2013, by and between Wynn Resorts, Limited and Stephen Cootey (Incorporatedby reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 8, 2014.)127Table of Contents+10.1.6.1 First Amendment to Employment Agreement, dated as of January 6, 2014, by and between Wynn Resorts, Limited and StephenCootey. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 8, 2014.)*+10.1.6.2 Second Amendment to Employment Agreement, dated as of February 24, 2015, by and between Wynn Resorts, Limited and StephenCootey.+10.2.0 2002 Stock Incentive Plan as Amended and Restated effective May 12, 2010. (Incorporated by reference from the Form S-8Registration Statement filed by the Registrant on July 27, 2010 (File No. 333-168323).)+10.2.1 2002 Stock Incentive Plan as Amended and Restated effective May 17, 2011. (Incorporated by reference from the Annual Report onForm 10-K filed by the Registrant on February 29, 2012.)+10.2.2 Form of Stock Option Agreement pursuant to 2002 Stock Incentive Plan. (Incorporated by reference from the Annual Report onForm 10-K filed by the Registrant on February 29, 2012.)+10.2.3 Form of Stock Option Grant Notice. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant onFebruary 29, 2012.)+10.2.4 Form of Restricted Stock Agreement pursuant to 2002 Stock Incentive Plan. (Incorporated by reference from the Annual Report onForm 10-K filed by the Registrant on February 29, 2012.)+10.2.5 2014 Omnibus Incentive Plan effective May 16, 2014. (Incorporated by reference from the Form S-8 Registration Statement filed bythe Registrant on May 20, 2014 (File No. 333-196113).)10.3.1.0 Amended and Restated Stockholder Agreement, dated January 6, 2010, by and among Stephen A. Wynn, Elaine P. Wynn and AruzeUSA, Inc. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on January 6, 2010.)10.3.1.1 Waiver and Consent, dated November 24, 2010, by and among Aruze USA, Inc., Stephen A. Wynn and Elaine P. Wynn.(Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 26, 2010.)10.3.1.2 Waiver and Consent, dated December 15, 2010, by and among Aruze USA, Inc., Stephen A. Wynn and Elaine P. Wynn.(Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on December 15, 2010.)10.3.2 Amended and Restated Shareholders Agreement, dated as of September 16, 2004 by and among Wynn Resorts (Macau), Ltd., WongChi Seng and Wynn Resorts (Macau), S.A. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by theRegistrant on November 4, 2004.)10.4.1.0 Concession Contract for the Operation of Games of Chance or Other Games in Casinos in the Macau Special Administrative Region,dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation ofPortuguese version of Concession Agreement). (Incorporated by reference from Amendment No. 1 to the Form S-1 filed by theRegistrant on August 20, 2002 (File No. 333-90600).)10.4.1.1 Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Macao Special Administrative Region, datedJune 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau) S.A. (English translation of Chineseversion of Concession Agreement). (Incorporated by reference from Amendment No. 3 to the Form S-1 filed by the Registrant onSeptember 18, 2002 (File No. 333-90600).)10.4.1.2 Unofficial English translation of Land Concession Contract between the Macau Special Administrative Region and Wynn Resorts(Macau) S.A. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 3, 2004.)10.4.1.3 Land Concession Contract, published on May 2, 2012, by and among Palo Real Estate Company Limited, Wynn Resorts (Macau)S.A. and the Macau Special Administration of the People’s Republic of China (translated to English from traditional Chinese andPortuguese. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on May 2, 2012.)10.5.1.0 Surname Rights Agreement, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC.(Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)10.5.1.1 Rights of Publicity License, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC.(Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)10.5.1.2 Trademark Assignment, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC.(Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)10.5.2 Intellectual Property License Agreement dated as of December 14, 2004, by and among Wynn Resorts Holdings, Wynn Resorts,Limited and Wynn Las Vegas, LLC. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant onMarch 15, 2005.)128Table of Contents10.6.1.0 Common Terms Agreement, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A., certain financial institutions asHotel Facility Lenders, Project Facility Lenders and Revolving Credit Facility Lenders, Deutsche Bank AG, Hong Kong Branch andSociete Generale Asia Limited as Global Coordinating Lead Arrangers and Societe Generale Asia Limited as Hotel Facility Agent,Project Facility Agent, Intercreditor Agent and Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Qfiled by the Registrant on November 4, 2004.)10.6.1.1 Common Terms Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. as theCompany, Certain Financial Institutions as Hotel Facility Lenders, Project Facility Lenders, Revolving Credit Facility Lenders andHedging Counterparties, Bank of America Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch and Societe GeneraleAsia Limited as Global Coordinating Lead Arrangers, Societe Generale Asia Limited as Hotel Facility Agent and Project FacilityAgent, Societe Generale Asia Limited as Intercreditor Agent, and Societe Generale, Hong Kong Branch as Security Agent.(Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 8, 2005.)10.6.1.2 Second Amendment Agreement to the Common Terms Agreement dated June 27, 2007 among Wynn Resorts (Macau), S.A., certainfinancial institutions as Hotel Facility Lenders, Project Facility Lenders, and Revolving Credit Facility Lenders, Banc of AmericaSecurities Asia Limited, Deutsche Bank A.G. Hong Kong Branch, and Societe Generale Asia Limited as Global Lead Arrangers andSociete Generale Asia Limited as Hotel Facility Agent and Project Facility Agent and Societe Generale Hong Kong Branch asIntercreditor Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 9, 2007.)10.6.1.3 Common Terms Agreement Third Amendment Agreement dated September 8, 2009 between, among others, Wynn Resorts (Macau)S.A. as the company and Société Générale, Hong King Branch as security agent. (Incorporated by reference from the Annual Reporton Form 10-K filed by the Registrant on March 1, 2010.)10.6.1.4 Common Terms Agreement Fourth Amendment Agreement, dated as of July 31, 2012 between, among others, Wynn Resorts(Macau) S.A. as the company and Bank of China Limited Macau Branch as security agent. (Incorporated by reference from theQuarterly Report on Form 10-Q filed by the Registrant on November 9, 2012.)10.6.2.0 Hotel Facility Agreement, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A., Societe Generale Asia Limited asHotel Facility Agent and the several Hotel Facility Lenders named therein. (Incorporated by reference from the Quarterly Report onForm 10-Q filed by the Registrant on November 4, 2004.)10.6.2.1 Hotel Facility Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. asCompany, Societe Generale Asia Limited, as Hotel Facility Agent and Certain Financial Institutions as Hotel Facility Lenders.(Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 8, 2005.)10.6.2.2 Second Amendment Agreement to the Hotel Facility Agreement dated June 27, 2007 among Wynn Resorts (Macau), S.A., SocieteGenerale Asia Limited as Hotel Facility Agent, and certain financial institutions as Hotel Facility Lenders. (Incorporated byreference from the Quarterly Report on Form 10-Q filed by the Registrant on August 9, 2007.)10.6.2.3 Third Amendment Agreement to the Hotel Facility Agreement dated July 31, 2012 among Wynn Resorts, (Macau), S.A., Bank ofChina Limited Macau Branch, and certain financial institutions as Hotel Facility Lenders. (Incorporated by reference from theQuarterly Report on Form 10-Q filed by the Registrant on November 9, 2012.)10.6.3.0 Project Facility Agreement, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A., Societe Generale Asia Limited asProject Facility Agent and the several Project Facility Lenders named therein. (Incorporated by reference from the Quarterly Reporton Form 10-Q filed by the Registrant on November 4, 2004.)10.6.3.1 Project Facility Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. asCompany, Societe Generale Asia Limited, as Project Facility Agent and Certain Financial Institutions as Project Facility Lenders.(Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 8, 2005.)10.6.3.2 Second Amendment Agreement to the Project Facility Agreement dated June 27, 2007 among Wynn Resorts (Macau), S.A., SocieteGenerale Asia Limited as Project Facility Agent, and certain financial institutions as Project Facility Lenders. (Incorporated byreference from the Quarterly Report on Form 10-Q filed by the Registrant on August 9, 2007.)10.6.4.0 Revolving Credit Facility Agreement, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A. and the severalRevolving Credit Facility Lenders named therein. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by theRegistrant on November 4, 2004.)129Table of Contents10.6.4.1 Revolving Credit Facility Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A.as Company and Certain Financial Institutions as Revolving Credit Facility Lenders. (Incorporated by reference from the QuarterlyReport on Form 10-Q filed by the Registrant on November 8, 2005.)10.6.4.2 Revolving Credit Facility Second Amendment Agreement dated June 27, 2007, among Wynn Resorts (Macau), S.A. and SocieteGenerale, Hong Kong Branch, as Revolving Credit Facility Agent and certain financial institutions as revolving credit facilitylenders. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 9, 2007.)10.6.4.3 Revolving Credit Facility Agreement, dated July 31, 2012, among Wynn Resorts (Macau), S.A., Bank of China, Limited MacauBranch, and certain financial institutions as Project Facility Lenders. (Incorporated by reference from the Quarterly Report on Form10-Q filed by the Registrant on November 9, 2012.)10.6.5.0 Deed of Appointment and Priority, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A., certain financialinstitutions as Original First Ranking Lenders, Banco Nacional Ultramarino, S.A. as Second Ranking Finance Party, Wynn GroupAsia, Inc. as Third Ranking Finance Party, Societe Generale -Hong Kong Branch as Security Agent, Societe Generale Asia Limited asIntercreditor Agent and Hotel Facility Agent and Project Facility Agent and others. (Incorporated by reference from the QuarterlyReport on Form 10-Q filed by the Registrant on November 4, 2004.)10.6.5.1 Deed of Appointment and Priority Deed of Amendment, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. asCompany, Certain Financial Institutions as Original First Ranking Lenders, Certain Financial Institutions as Original HedgingCounterparties, Banco Nacional Ultramarino, S.A. as Second Ranking Finance Party, Wynn Group Asia, Inc. as Third RankingFinance Party, Societe Generale Asia Limited as Security Agent, Societe Generale Asia Limited as Intercreditor Agent , SocieteGenerale Asia Limited as Hotel Facility Agent and Project Facility Agent, and Others. (Incorporated by reference from the QuarterlyReport on Form 10-Q filed by the Registrant on November 8, 2005.)10.6.6 Floating Charge (unofficial English Translation), dated September 14, 2004, between Wynn Resorts (Macau), S.A. and SocieteGenerale, Hong Kong Branch as the Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by theRegistrant on November 4, 2004.)10.6.7 Debenture, dated September 14, 2004, between Wynn Resorts (Macau), S.A. and Societe Generale, Hong Kong Branch as theSecurity Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)10.6.8.0 Wynn Resorts Support Agreement, dated September 14, 2004, between Wynn Resorts, Limited, Wynn Resorts (Macau), S.A. andSociete Generale, Hong Kong Branch as the Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Qfiled by the Registrant on November 4, 2004.)10.6.8.1 Wynn Resorts Support Agreement Deed of Amendment, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. andSociete Generale, Hong Kong Branch as Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed bythe Registrant on November 8, 2005.)10.6.9 Wynn Pledgors’ Guarantee, dated September 14, 2004, between Wynn Group Asia, Inc., Wynn Resorts International, Ltd., WynnResorts (Macau) Holdings, Ltd. and Wynn Resorts (Macau), Ltd. as Guarantors; and Societe Generale, Hong Kong Branch as theSecurity Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)10.6.10 Bank Guarantee Reimbursement Agreement, dated September 14, 2004, between Wynn Resorts (Macau), S.A. and Banco NacionalUltramarino. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)10.6.11 Sponsors’ Subordination Deed, dated September 14, 2004, between Wynn Resorts (Macau), S.A., Wynn Group Asia, Inc., WynnResorts International, Ltd., Wynn Resorts (Macau) Holdings, Ltd. and Wynn Resorts (Macau), Ltd. as the Wynn Companies andSociete Generale, Hong Kong Branch as the Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Qfiled by the Registrant on November 4, 2004.)10.7.0 Amended and Restated Master Disbursement Agreement, dated as of October 25, 2007, by and among Wynn Las Vegas, LLC,Deutsche Bank Trust Company Americas, as the initial Bank Agent, and Deutsche Bank Trust Company America, as the initialDisbursement Agent. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on October 31, 2007.)10.7.1 First Amendment to Amended and Restated Master Disbursement Agreement, dated as of October 31, 2007, by and among WynnLas Vegas, LLC, Deutsche Bank Trust Company Americas, as the initial Bank Agent, and Deutsche Bank Trust Company America,as the initial Disbursement Agent. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant onNovember 1, 2007.)10.7.2 Second Amendment to Amended and Restated Master Disbursement Agreement, dated as of November 6, 2007, by and amongWynn Las Vegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas,as the Disbursement Agent. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 13,2007.)130Table of Contents10.7.3 Third Amendment to Amended and Restated Master Disbursement Agreement, dated October 19, 2009, by and among Wynn LasVegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as theDisbursement Agent. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on October 20, 2009.)10.7.4 Fourth Amendment to Amended and Restated Master Disbursement Agreement, dated April 28, 2010, by and among Wynn LasVegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as theDisbursement Agent. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on April 28, 2010.)10.7.5 Fifth Amendment to the Amended and Restated Master Disbursement Agreement, dated August 4, 2012, by and among Wynn LasVegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as theDisbursement Agent. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2013.)10.7.6 Sixth Amendment to Amended and Restated Master Disbursement Agreement, dated March 12, 2012, by and among Wynn LasVegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as theDisbursement Agent. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 13, 2012.)10.8.1 2013 Second Amended and Restated Agreement of Lease, dated as of November 7, 2013, by and between Wynn Las Vegas, LLC andStephen A. Wynn. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 14, 2013.)*10.8.2 First Amendment to 2013 Second Amended and Restated Agreement of Lease, dated as of February 25, 2015, by and between WynnLas Vegas, LLC and Stephen A. Wynn.10.8.3 Sixth Amended and Restated Art Rental and Licensing Agreement, dated as of July 1, 2012, between Stephen A. Wynn, as lessor,Wynn Las Vegas, LLC, as lessee. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant onNovember 9, 2012.)10.9.1.0 Aircraft Time Sharing Agreement, dated as of November 25, 2002, by and between Las Vegas Jet, LLC and Stephen A. Wynn.(Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.)10.9.1.1 Amendment No. 1 to Aircraft Time Sharing Agreement, entered into as of January 1, 2004, by and between Las Vegas Jet, LLC andStephen A. Wynn. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.)10.9.1.2 Amendment No. 2 to Aircraft Time Sharing Agreement, entered into as of October 31, 2009, by and between Las Vegas Jet, LLC andStephen A. Wynn. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.)*10.9.1.3 Termination Agreement to the Aircraft Time Sharing Agreement, dated as of January 15, 2015, by and between Las Vegas Jet, LLCand Stephen A. Wynn.*10.9.1.4 Aircraft Time Sharing Agreement, dated January 15, 2015, by and between Wynn Resorts, Limited and Stephen A. Wynn.10.9.2.0 Aircraft Purchase Option Agreement, dated January 3, 2013, between Wynn Resorts, Limited and Stephen A. Wynn. (Incorporatedby reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2013.)10.10.0 Form of Indemnity Agreement. (Incorporated by reference from Amendment No. 3 to the Form S-1 filed by the Registrant onSeptember 18, 2002 (File No. 333-90600).)10.10.1 Management Agreement, made as of December 14, 2004, by and among Wynn Las Vegas, LLC, Wynn Show Performers, LLC, WynnLas Vegas Capital Corp., Wynn Golf, LLC, World Travel, LLC, Las Vegas Jet, LLC, Wynn Sunrise, LLC, and Wynn Resorts,Limited. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 15, 2005.)10.10.2 First Amendment to Management Agreement, dated as of December 12, 2014, by and among Wynn Las Vegas, LLC, Wynn ShowPerformers, LLC, Wynn Las Vegas Capital Corp., Wynn Golf, LLC, World Travel, LLC, Las Vegas Jet, LLC, Wynn Sunrise, LLC,and Wynn Resorts, Limited. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on December12, 2012.)10.10.3 Management Fees Subordination Agreement, dated as of December 14, 2004, by Wynn Resorts, Limited, Wynn Las Vegas, LLC,Wynn Las Vegas Capital Corp., and those subsidiaries of Wynn Las Vegas, LLC listed on Exhibit A hereto in favor of DeutscheBank Trust Company Americas, as administrative agent, and U.S. Bank National Association, as trustee. (Incorporated by referencefrom the Annual Report on Form 10-K filed by the Registrant on March 15, 2005.)*10.10.4 Termination Agreement, dated February 26, 2015, to Management Agreement, dated as of December 14, 2004, by and among WynnLas Vegas, LLC, certain Wynn Las Vegas-related entities named therein, and Wynn Resorts, Limited.131Table of Contents10.10.5 Redemption Price Promissory Note, dated February 18, 2012, made by Wynn Resorts, Limited to Aruze USA, Inc. (Incorporated byreference from the Current Report on Form 8-K filed by the Registrant on February 21, 2012.)10.10.6 Registration Rights Agreement, dated as of March 12, 2012, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp,Wynn Show Performers, LLC, Wynn Golf, LLC, Las Vegas Jet, LLC, World Travel, LLC, Wynn Sunrise, LLC, Kevyn, LLC, DeutscheBank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC. (Incorporated by referencefrom the Current Report on Form 8-K filed by the Registrant on March 13, 2012.)*10.11.0 Corporate Allocation Agreement, dated as of September 19, 2009, by Wynn Macau, Limited and Wynn Resorts, Limited.*10.11.1 Amended and Restated Corporate Allocation Agreement, dated as of September 19, 2009, by Wynn Resorts (Macau) S.A., and WynnResorts, Limited.*10.11.2 Management Fee and Corporate Allocation Agreement, dated as of February 26, 2015, by and between Wynn Las Vegas, LLC andWynn Resorts, Limited.*10.11.3 Intellectual Property License Agreement, dated as of September 19, 2009, by and among Wynn Resorts Holdings, LLC, WynnResorts, Limited and Wynn Macau, Limited.*10.11.4 Amended and Restated Intellectual Property License Agreement, dated as of September 19, 2009, by and among Wynn ResortsHoldings, LLC, Wynn Resorts, Limited and Wynn Resorts (Macau) S.A.*10.11.5 2015 Intellectual Property License Agreement, dated as of February 26, 2015, by and between Wynn Resorts Holdings, LLC, WynnResorts, Limited and Wynn Las Vegas, LLC.*10.12.0 Credit Agreement, dated as of November 20, 2014, by and among Wynn America, LLC, as borrower, Wynn Las Vegas Holdings,LLC, Everett Property, LLC and Wynn MA, LLC, as guarantors, Deutsche Bank AG New York Branch, as administrative agent andcollateral agent, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Agricole Corporate andInvestment Bank, Fifth Third Bank, SunTrust Robinson Humphrey, Inc., The Bank of Nova Scotia, BNP Paribas Securities Corp.,Sumitomo Mitsui Banking Corporation and UBS Securities LLC, as joint lead arrangers and joint bookrunners, Morgan StanleySenior Funding, Inc. and Bank of China, Los Angeles Branch, as arrangers, and Merrill Lynch, Pierce, Fenner & Smith Incorporated,as documentation agent, and the other lenders party thereto.*10.12.1 Completion Guaranty, dated as of November 20, 2014, by and between Wynn Resorts, Limited, and Deutsche Bank AG New YorkBranch, as administrative agent.*10.12.2 Security Agreement, dated as of November 20, 2014, by and among Wynn America, LLC, Wynn Las Vegas Holdings, LLC, EverettProperty, LLC and Wynn MA, LLC, as pledgors, and Deutsche Bank AG New York Branch, as collateral agent.*21.1 Subsidiaries of the Registrant.*23.1 Consent of Ernst & Young LLP.*31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1 Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350.*101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filedwith the SEC on February 27, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statementsof Income for the years ended December 31, 2014, 2013 and 2012, (ii) the Consolidated Balance Sheets at December 31, 2014 andDecember 31 2013, (iii) the Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012, (iv) theConsolidated Statements of Stockholders’ Equity at December 31, 2014, 2013 and 2012, (v) the Consolidated Statements ofComprehensive Income and (vi) Notes to Consolidated Financial Statements.*Filed herein+Denotes management contract or compensatory plan or arrangement.132Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to besigned on its behalf by the undersigned, thereunto duly authorized. WYNN RESORTS, LIMITED Dated: February 27, 2015 By:/s/ Stephen A. Wynn Stephen A. Wynn Chairman of the Board and Chief Executive Officer (Principal Executive Officer)Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf ofthe Registrant and in the capacities and on the dates indicated.Signature Title Date /s/ Stephen A. Wynn Chairman of the Board and Chief ExecutiveOfficer (Principal Executive Officer) February 27, 2015Stephen A. Wynn /s/ John Hagenbuch Director February 27, 2015John Hagenbuch /s/ Dr. Ray R. Irani Director February 27, 2015Dr. Ray R. Irani /s/ Robert J. Miller Director February 27, 2015Robert J. Miller /s/ Alvin V. Shoemaker Director February 27, 2015Alvin V. Shoemaker /s/ Edward J Virtue Director February 27, 2015Edward J Virtue /s/ D. Boone Wayson Director February 27, 2015D. Boone Wayson /s/ Elaine P. Wynn Director February 27, 2015Elaine P. Wynn /s/ Stephen Cootey Chief Financial Officer and Treasurer(Principal Financial and Accounting Officer) February 27, 2015Stephen Cootey 133Exhibit 4.7WYNN LAS VEGAS, LLCandWYNN LAS VEGAS CAPITAL CORP.,as joint and several obligorsANDKEVYN, LLCWORLD TRAVEL, LLCWYNN SHOW PERFORMERS, LLCWYNN SUNRISE, LLCandWLV EVENTS, LLC,as guarantorsSERIES A AND SERIES B7⅞% FIRST MORTGAGE NOTES DUE 2020________________________________INDENTUREDated as of April 28, 2010________________________________SUPPLEMENTAL INDENTUREDated as of February 18, 2015________________________________U.S. BANK NATIONAL ASSOCIATIONTrustee________________________________LA\4013632.3Supplemental Indenture (this “Supplemental Indenture”), dated as of February 18, 2015, among WLV Events, LLC, a Nevadalimited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Wynn Las Vegas, LLC, a Nevada limited liability company(“Wynn Las Vegas”), Wynn Las Vegas, Wynn Las Vegas Capital Corp., a Nevada corporation (“Wynn Capital,” and together withWynn Las Vegas, the “Issuers”) and the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank NationalAssociation, as trustee under the Indenture referred to below (the “Trustee”).W I T N E S S E T HWHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April28, 2010 providing for the issuance of an aggregate principal amount of (a) $382,010,000 of 7⅞% First Mortgage Notes due 2020 (the“Notes”);WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to theTrustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); andWHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this SupplementalIndenture.NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which ishereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit ofthe Holders of the Notes as follows:1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in theIndenture.2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with all Guarantors named in the Indenture, to jointly, severally and unconditionally Guarantee to eachHolder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes, theCollateral Documents or the obligations of the Issuers hereunder or thereunder, that: (i) the principal of, premium and Liquidated Damages, if any, and interest on the Notes shall be promptlypaid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principalof and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunderor thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, thatsame shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal,whether at stated maturity, by acceleration or otherwise.LA\4013632.3Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantorsshall be jointly and severally obligated to pay the same immediately. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of theNotes, the Indenture or the Collateral Documents, the absence of any action to enforce the same, any waiver or consent by anyHolder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any actionto enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of aGuarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in theevent of insolvency or bankruptcy of either Issuer, any right to require a proceeding first against the Issuers, protest, notice and alldemands whatsoever, any right or claims of right to cause a marshalling of the Issuers’ or any Guarantor’s assets or to proceedagainst any Guarantor, any Issuer or any other guarantor of any Obligations which are Guaranteed in any particular order,including, but not limited to, any right arising out of Nevada Revised Statutes 40.430, to the fullest extent permitted by NevadaRevised Statutes 40.495(2). (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in theNotes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or anycustodian, trustee, liquidator or other similar official acting in relation to either of the Issuers or any Guarantor, any amount paidby either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full forceand effect. (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respectof any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. (g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) thematurity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of thisNote Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of theobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantorsfor the purpose of this Note Guarantee. (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exerciseof such right does not impair the rights of the Holders under the Note Guarantee. (i) Pursuant to Section 11.02 of the Indenture, after giving effect to any maximum amount and all other contingentand fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect toany collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect ofthe obligations of such other Guarantor under Article 11 of the Indenture, this new Note Guarantee shall be limited to themaximum amountLA\4013632.3permissible such that the obligations of such Guarantor under this Note Guarantee shall not constitute a fraudulent transfer orconveyance.3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force andeffect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.4. Guaranteeing Subsidiary may Consolidate, etc. on Certain Terms. (a) A Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially all of its assets to, orconsolidate with or merge with or into (whether or not such Guaranteeing Subsidiary is the surviving Person) another Person,other than either of the Issuers or another Guarantor, except as set forth in the Indenture. (b) Notwithstanding the foregoing provisions of this Section 4 or the provisions of Section 11.04 of the Indenture,each Guarantor is permitted to reorganize as a corporation pursuant to a Permitted C-Corp. Conversion.5. Releases.Subject to compliance with the provisions described in Section 4 above and under Article 11 of the Indenture, the Note Guaranteeof a Guaranteeing Subsidiary and the security interests granted by that Guaranteeing Subsidiary to secure its Note Guarantee will bereleased on the terms set forth in the Indenture.6. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, organizer, equity holderor member of any Guarantor, as such, shall have any liability for any obligations of either Issuer, any Restricted Subsidiary or anyGuarantor under the Notes, the Note Guarantees, the Indenture, the Collateral Documents or for any claim based on, in respect of, orby reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiverand release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under thefederal securities laws.7. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUTLIMITATION, SECTION 4-1401 OF THE NEW YORK OBLIGATIONS LAW.8. Conflicts with Indenture. This Supplemental Indenture is subject to all terms of the Indenture. To the extent any provisionof this Supplemental Indenture conflicts with express provisions of the Indenture, the provisions of the Indenture shall govern and becontrolling.9. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be anoriginal, but all of them together represent the same agreement.10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.11. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiencyof this Supplemental Indenture or for or in respect ofLA\4013632.3the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.[Signature Pages Follows]LA\4013632.3IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the datefirst above hereof.ISSUERS:WYNN LAS VEGAS, LLC,a Nevada limited liability company By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior VicePresident and Treasurer WYNN LAS VEGAS CAPITAL CORP.,a Nevada corporation By: /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer and TreasurerLA\4013632.3GUARANTORS:WYNN SHOW PERFORMERS, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4013632.3WORLD TRAVEL, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and Treasurer WYNN SUNRISE, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,. a Nevada limited liability company, its solemember By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4013632.3KEVYN, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerWLV EVENTS, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4013632.3U.S. BANK NATIONAL ASSOCIATION By: /s/ Raymond S. HaverstockName: Raymond S. HaverstockTitle: Vice PresidentLA\4013632.3Exhibit 4.8WYNN LAS VEGAS, LLCandWYNN LAS VEGAS CAPITAL CORP.,as joint and several obligorsANDKEVYN, LLCWORLD TRAVEL, LLCWYNN SHOW PERFORMERS, LLCWYNN SUNRISE, LLCandWLV EVENTS, LLC,as guarantorsSERIES A AND SERIES B7¾% FIRST MORTGAGE NOTES DUE 2020________________________________INDENTUREDated as of August 4, 2010________________________________SUPPLEMENTAL INDENTUREDated as of February 18, 2015________________________________U.S. BANK NATIONAL ASSOCIATIONTrustee________________________________LA\4013629.3Supplemental Indenture (this “Supplemental Indenture”), dated as of February 18, 2015, among WLV Events, LLC, a Nevadalimited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Wynn Las Vegas, LLC, a Nevada limited liability company(“Wynn Las Vegas”), Wynn Las Vegas, Wynn Las Vegas Capital Corp., a Nevada corporation (“Wynn Capital,” and together withWynn Las Vegas, the “Issuers”) and the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank NationalAssociation, as trustee under the Indenture referred to below (the “Trustee”).W I T N E S S E T HWHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August4, 2010 providing for the issuance of an aggregate principal amount of (a) $1,320,000,000 of 7¾% First Mortgage Notes due 2020(the “Notes”);WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to theTrustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); andWHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this SupplementalIndenture.NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which ishereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit ofthe Holders of the Notes as follows:1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in theIndenture.2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with all Guarantors named in the Indenture, to jointly, severally and unconditionally Guarantee to eachHolder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes, theCollateral Documents or the obligations of the Issuers hereunder or thereunder, that: (i) the principal of, premium and Liquidated Damages, if any, and interest on the Notes shall be promptlypaid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principalof and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunderor thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, thatsame shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal,whether at stated maturity, by acceleration or otherwise.LA\4013629.3Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantorsshall be jointly and severally obligated to pay the same immediately. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of theNotes, the Indenture or the Collateral Documents, the absence of any action to enforce the same, any waiver or consent by anyHolder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any actionto enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of aGuarantor. (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in theevent of insolvency or bankruptcy of either Issuer, any right to require a proceeding first against the Issuers, protest, notice and alldemands whatsoever, any right or claims of right to cause a marshalling of the Issuers’ or any Guarantor’s assets or to proceedagainst any Guarantor, any Issuer or any other guarantor of any Obligations which are Guaranteed in any particular order,including, but not limited to, any right arising out of Nevada Revised Statutes 40.430, to the fullest extent permitted by NevadaRevised Statutes 40.495(2). (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in theNotes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or anycustodian, trustee, liquidator or other similar official acting in relation to either of the Issuers or any Guarantor, any amount paidby either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full forceand effect. (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respectof any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. (g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) thematurity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of thisNote Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of theobligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantorsfor the purpose of this Note Guarantee. (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exerciseof such right does not impair the rights of the Holders under the Note Guarantee. (i) Pursuant to Section 11.02 of the Indenture, after giving effect to any maximum amount and all other contingentand fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect toany collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect ofthe obligations of such other Guarantor under Article 11 of the Indenture, this new Note Guarantee shall be limited to themaximum amountLA\4013629.3permissible such that the obligations of such Guarantor under this Note Guarantee shall not constitute a fraudulent transfer orconveyance.3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force andeffect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.4. Guaranteeing Subsidiary may Consolidate, etc. on Certain Terms. (a) A Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially all of its assets to, orconsolidate with or merge with or into (whether or not such Guaranteeing Subsidiary is the surviving Person) another Person,other than either of the Issuers or another Guarantor, except as set forth in the Indenture. (b) Notwithstanding the foregoing provisions of this Section 4 or the provisions of Section 11.04 of the Indenture,each Guarantor is permitted to reorganize as a corporation pursuant to a Permitted C-Corp. Conversion.5. Releases.Subject to compliance with the provisions described in Section 4 above and under Article 11 of the Indenture, the Note Guaranteeof a Guaranteeing Subsidiary and the security interests granted by that Guaranteeing Subsidiary to secure its Note Guarantee will bereleased on the terms set forth in the Indenture.6. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, organizer, equity holderor member of any Guarantor, as such, shall have any liability for any obligations of either Issuer, any Restricted Subsidiary or anyGuarantor under the Notes, the Note Guarantees, the Indenture, the Collateral Documents or for any claim based on, in respect of, orby reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiverand release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under thefederal securities laws.7. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUTLIMITATION, SECTION 4-1401 OF THE NEW YORK OBLIGATIONS LAW.8. Conflicts with Indenture. This Supplemental Indenture is subject to all terms of the Indenture. To the extent any provisionof this Supplemental Indenture conflicts with express provisions of the Indenture, the provisions of the Indenture shall govern and becontrolling.9. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be anoriginal, but all of them together represent the same agreement.10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.11. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiencyof this Supplemental Indenture or for or in respect ofLA\4013629.3the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.[Signature Pages Follows]LA\4013629.3IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the datefirst above hereof.ISSUERS:WYNN LAS VEGAS, LLC,a Nevada limited liability company By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior VicePresident and Treasurer WYNN LAS VEGAS CAPITAL CORP.,a Nevada corporation By: /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer and TreasurerLA\4013629.3GUARANTORS:WYNN SHOW PERFORMERS, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4013629.3WORLD TRAVEL, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and Treasurer WYNN SUNRISE, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,. a Nevada limited liability company, its solemember By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4013629.3KEVYN, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerWLV EVENTS, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4013629.3U.S. BANK NATIONAL ASSOCIATION By: /s/ Raymond S. HaverstockName: Raymond S. HaverstockTitle: Vice PresidentLA\4013629.3Exhibit 4.9WYNN LAS VEGAS, LLCandWYNN LAS VEGAS CAPITAL CORP.,as joint and several obligorsANDKEVYN, LLCWORLD TRAVEL, LLCWYNN SHOW PERFORMERS, LLCWYNN SUNRISE, LLCandWLV EVENTS, LLC,as guarantors5.375% SENIOR NOTES DUE 2022INDENTUREDated as of March 12, 2012SUPPLEMENTAL INDENTUREDated as of February 18, 2015U.S. BANK NATIONAL ASSOCIATIONTrusteeLA\4014637.2Supplemental Indenture (this “Supplemental Indenture”), dated as of February 18, 2015, among WLV Events, LLC, a Nevadalimited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Wynn Las Vegas, LLC, a Nevada limited liability company(“Wynn Las Vegas”), Wynn Las Vegas, Wynn Las Vegas Capital Corp., a Nevada corporation (“Wynn Capital,” and together withWynn Las Vegas, the “Issuers”) and the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank NationalAssociation, as trustee under the Indenture referred to below (the “Trustee”).W I T N E S S E T HWHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March12, 2012 providing for the issuance of an aggregate principal amount of $900,000,000 of 5.375% First Mortgage Notes due 2022(the“Notes”);WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to theTrustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); andWHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this SupplementalIndenture.NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which ishereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit ofthe Holders of the Notes as follows:1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:(a) Along with all Guarantors named in the Indenture, to jointly, severally and unconditionally Guarantee to each Holder ofa Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes, the CollateralDocuments or the obligations of the Issuers hereunder or thereunder, that:(i) the principal of, premium and Liquidated Damages, if any, and interest on the Notes shall be promptly paid in fullwhen due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of andinterest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder orthereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; andLA\4014637.2(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that sameshall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether atstated maturity, by acceleration or otherwise.Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantorsshall be jointly and severally obligated to pay the same immediately.(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes,the Indenture or the Collateral Documents, the absence of any action to enforce the same, any waiver or consent by any Holderof the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action toenforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of aGuarantor.(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event ofinsolvency or bankruptcy of either Issuer, any right to require a proceeding first against the Issuers, protest, notice and alldemands whatsoever, any right or claims of right to cause a marshalling of the Issuers’ or any Guarantor’s assets or to proceedagainst any Guarantor, any Issuer or any other guarantor of any Obligations which are Guaranteed in any particular order,including, but not limited to, any right arising out of Nevada Revised Statutes 40.430, to the fullest extent permitted by NevadaRevised Statutes 40.495(2).(d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notesand the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or anycustodian, trustee, liquidator or other similar official acting in relation to either of the Issuers or any Guarantor, any amount paidby either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full forceand effect.(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of anyobligations guaranteed hereby until payment in full of all obligations guaranteed hereby.(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of theobligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this NoteGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligationsguaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of theIndenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for thepurpose of this Note Guarantee.LA\4014637.2(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of suchright does not impair the rights of the Holders under the Note Guarantee.(i) Pursuant to Section 11.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixedliabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to anycollections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of theobligations of such other Guarantor under Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximumamount permissible such that the obligations of such Guarantor under this Note Guarantee shall not constitute a fraudulenttransfer or conveyance.3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effectnotwithstanding any failure to endorse on each Note a notation of such Note Guarantee.4. Guaranteeing Subsidiary may Consolidate, etc. on Certain Terms.(a) A Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate withor merge with or into (whether or not such Guaranteeing Subsidiary is the surviving Person) another Person, other than either ofthe Issuers or another Guarantor, except as set forth in the Indenture.(b) Notwithstanding the foregoing provisions of this Section 4 or the provisions of Section 11.04 of the Indenture, eachGuarantor is permitted to reorganize as a corporation pursuant to a Permitted C-Corp. Conversion.5. Releases.Subject to compliance with the provisions described in Section 4 above and under Article 11 of the Indenture, the Note Guaranteeof a Guaranteeing Subsidiary and the security interests granted by that Guaranteeing Subsidiary to secure its Note Guarantee will bereleased on the terms set forth in the Indenture.6. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, organizer, equity holder ormember of any Guarantor, as such, shall have any liability for any obligations of either Issuer, any Restricted Subsidiary or anyGuarantor under the Notes, the Note Guarantees, the Indenture, the Collateral Documents or for any claim based on, in respect of, orby reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver andrelease are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federalsecurities laws.7. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUTLIMITATION, SECTION 4-1401 OF THE NEW YORK OBLIGATIONS LAW.LA\4014637.28. Conflicts with Indenture. This Supplemental Indenture is subject to all terms of the Indenture. To the extent any provision ofthis Supplemental Indenture conflicts with express provisions of the Indenture, the provisions of the Indenture shall govern and becontrolling.9. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be anoriginal, but all of them together represent the same agreement.10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.11. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency ofthis Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by theGuaranteeing Subsidiary and the Issuers.[Signature Pages Follows]LA\4014637.2IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the datehereof.ISSUERS:WYNN LAS VEGAS, LLC,a Nevada limited liability company By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior VicePresident and Treasurer WYNN LAS VEGAS CAPITAL CORP.,a Nevada corporation By: /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer and TreasurerLA\4014637.2GUARANTORS:WYNN SHOW PERFORMERS, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4014637.2WORLD TRAVEL, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and Treasurer WYNN SUNRISE, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,. a Nevada limited liability company, its solemember By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4014637.2KEVYN, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and Treasurer WLV EVENTS, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4014637.2U.S. BANK NATIONAL ASSOCIATION By: /s/ Raymond S. HaverstockName: Raymond S. HaverstockTitle: Vice President LA\4014637.2Exhibit 4.10WYNN LAS VEGAS, LLCandWYNN LAS VEGAS CAPITAL CORP.,as joint and several obligorsANDKEVYN, LLCWORLD TRAVEL, LLCWYNN SHOW PERFORMERS, LLCWYNN SUNRISE, LLCandWLV EVENTS, LLC,as guarantors4.25% SENIOR NOTES DUE 2023INDENTUREDated as of May 22, 2013SUPPLEMENTAL INDENTUREDated as of February 18, 2015U.S. BANK NATIONAL ASSOCIATIONTrusteeLA\4012469.2Supplemental Indenture (this “Supplemental Indenture”), dated as of February 18, 2015, among WLV Events, LLC, a Nevadalimited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Wynn Las Vegas, LLC, a Nevada limited liability company(“Wynn Las Vegas”), Wynn Las Vegas, Wynn Las Vegas Capital Corp., a Nevada corporation (“Wynn Capital,” and together withWynn Las Vegas, the “Issuers”) and the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank NationalAssociation, as trustee under the Indenture referred to below (the “Trustee”).W I T N E S S E T HWHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May22, 2013 providing for the issuance of an aggregate principal amount of $500,000,000 of 4.25% Senior Notes due 2023 (the “Notes”);WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to theTrustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); andWHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this SupplementalIndenture.NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which ishereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit ofthe Holders of the Notes as follows:1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:(a) Along with all Guarantors named in the Indenture, to jointly, severally and unconditionally Guarantee to each Holder ofa Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligationsof the Issuers hereunder or thereunder, that:(i) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether atmaturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any,if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptlypaid in full or performed, all in accordance with the terms hereof and thereof; and(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that sameshall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether atstated maturity, by acceleration or otherwise.LA\4012469.2Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantorsshall be jointly and severally obligated to pay the same immediately.(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes orthe Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect toany provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any othercircumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event ofinsolvency or bankruptcy of either Issuer, any right to require a proceeding first against the Issuers, protest, notice and alldemands whatsoever, any right or claims of right to cause a marshalling of the Issuers’ or any Guarantor’s assets or to proceedagainst any Guarantor, any Issuer or any other guarantor of any Obligations which are Guaranteed in any particular order,including, but not limited to, any right arising out of Nevada Revised Statutes 40.430, to the fullest extent permitted by NevadaRevised Statutes 40.495(2).(d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notesand the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or anycustodian, trustee, liquidator or other similar official acting in relation to either of the Issuers or any Guarantor, any amount paidby either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full forceand effect.(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of anyobligations guaranteed hereby until payment in full of all obligations guaranteed hereby.(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of theobligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this NoteGuarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligationsguaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of theIndenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for thepurpose of this Note Guarantee.(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of suchright does not impair the rights of the Holders under the Note Guarantee.(i) Pursuant to Section 11.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixedliabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to anycollections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of theobligations of such other Guarantor under Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximumamount permissibleLA\4012469.2such that the obligations of such Guarantor under this Note Guarantee shall not constitute a fraudulent transfer or conveyance.3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effectnotwithstanding any failure to endorse on each Note a notation of such Note Guarantee.4. Guaranteeing Subsidiary may Consolidate, etc. on Certain Terms.(a) A Guaranteeing Subsidiary may not consolidate with or merge with or into (whether or not such GuaranteeingSubsidiary is the surviving Person) another Person, other than either of the Issuers or another Guarantor, except as set forth in theIndenture.(b) Notwithstanding the foregoing provisions of this Section 4 or the provisions of Section 11.04 of the Indenture, eachGuarantor is permitted to reorganize as a corporation pursuant to a Permitted C-Corp. Conversion.5. Releases.Subject to compliance with the provisions described in Section 4 above and under Article 11 of the Indenture, the Note Guaranteeof a Guaranteeing Subsidiary will be released on the terms set forth in the Indenture.6. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, organizer, equity holder ormember of any Guarantor, as such, shall have any liability for any obligations of either Issuer or any Guarantor under the Notes, theNote Guarantees, the Indenture, the Pledge Agreement or for any claim based on, in respect of, or by reason of, such obligations ortheir creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of theconsideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.7. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUTLIMITATION, SECTION 4-1401 OF THE NEW YORK OBLIGATIONS LAW.8. Conflicts with Indenture. This Supplemental Indenture is subject to all terms of the Indenture. To the extent any provision ofthis Supplemental Indenture conflicts with express provisions of the Indenture, the provisions of the Indenture shall govern and becontrolling.9. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be anoriginal, but all of them together represent the same agreement.10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.11. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency ofthis Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by theGuaranteeing Subsidiary and the Issuers.[Signature Pages Follows]LA\4012469.2IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the datehereof.ISSUERS:WYNN LAS VEGAS, LLC,a Nevada limited liability company By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and Treasurer WYNN LAS VEGAS CAPITAL CORP.,a Nevada corporation By: /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer and TreasurerLA\4012469.2GUARANTORS:WYNN SHOW PERFORMERS, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4012469.2WORLD TRAVEL, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and Treasurer WYNN SUNRISE, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,. a Nevada limited liability company, itssole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4012469.2KEVYN, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and Treasurer WLV EVENTS, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4012469.2LAS VEGAS JET, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and Treasurer WYNN GOLF, LLC,a Nevada limited liability company By: Wynn Las Vegas, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company,its sole member By: Wynn Resorts, Limited,a Nevada corporation,its sole member /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, Senior Vice President and TreasurerLA\4012469.2U.S. BANK NATIONAL ASSOCIATION By: /s/ Raymond S. HaverstockName: Raymond S. HaverstockTitle: Vice President LA\4012469.2Exhibit 10.8.2FIRST AMENDMENT TO2013 SECOND AMENDED AND RESTATED AGREEMENT OF LEASEThis First Amendment to the 2013 Second Amended and Restated Agreement of Lease (this “Amendment”) is entered intoon the 25th day of February, 2015 by and between Wynn Las Vegas, LLC (“Lessor”), and Stephen A. Wynn (“Lessee”).WHEREAS, Lessor and Lessee have entered into that certain 2013 Second Amended and Restated Agreement of Lease,dated November 5, 2013 (the “Lease”); andWHEREAS, Lessor and Lessee desire to amend certain terms of the Lease as more fully set forth herein.NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,the parties hereto agree as follows:1. Amendment to Rental Value. Effective as of March 1, 2015 and ending on February 28, 2017, the Rental Value shall be FiveHundred Fifty-Nine Thousand Two Hundred Ninety-Five Dollars ($559,295) per year.2. Other Provisions of Lease. The parties hereto acknowledge that the Lease is being modified only as stated herein, and agreethat nothing else in the Lease shall be affected by this Amendment.IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first writtenabove.WYNN LAS VEGAS, LLC /s/ Maurice Wooden /s/ Stephen A. WynnMaurice Wooden Stephen A. WynnPresident Exhibit 10.11.0CORPORATE ALLOCATION AGREEMENTTHIS CORPORATE ALLOCATION AGREEMENT (this “Agreement”) is made as of September 19, 2009, by and among Wynn Macau, Limited, anexempt company with limited liability under the laws of the Cayman Islands (the “Company”), and Wynn Resorts, Limited, a Nevada corporation(“Resorts”), with reference to the following:WHEREAS, the Company has, through its subsidiary, Wynn Resorts (Macau), S.A., developed, operates and continues to construct portions of theWynn Macau Casino Resort (“Wynn Macau”), a hotel and casino resort with associated facilities in Macau Special Administration Region, People’sRepublic of China (“Macau”); and the Company has directly or indirectly through affiliates and subsidiaries, is considering the potential development,operation and construction of other hotel and casino resort with associated facilities in other Macau locations and possibly in jurisdictions outside of Macau,in the future (collectively, the “Business”). For the avoidance of doubt, “Business” does not include the development, operation or continued construction ofWynn Macau;WHEREAS, the Company desires to engage Resorts to provide the corporate support services for the Business and Resorts desires to accept suchengagement and provide such services, all upon the terms and conditions hereinafter set forth.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:1.Retention of Resorts. The Company hereby appoints Resorts to provide the corporate support services described herein for the Businessand Resorts hereby agrees to provide the corporate support services described herein for the Business, all in accordance with the terms and subject to theconditions hereinafter set forth.2. Services to be Provided by Resorts.(a) Resorts shall make the personnel from its Corporate Executives, Corporate Treasury, Corporate Legal, Public Relations, InformationSystems, Corporate Security & Governmental Affairs, Risk Management, Internal Audit, Financial Accounting and Analysis, Corporate Taxand any departments that may be established in the future (hereinafter collectively referred to as, the “Corporate Departments”) available tothe Company to provide customary corporate support services with respect to the operation of the Business. Further, in accordance with theterms and subject to the conditions hereof, Resorts agrees to provide the following corporate support services (referred to herein aftercollectively, together with any services necessary or incidental thereto, “Services”) to the Company on an ongoing basis in connection withthe ownership and operation of the Business by the Company during the term of this Agreement:i.advice concerning the hiring, termination, performance and training of personnel;ii.review, consultation and advice concerning personnel, operations, and other management and operating policies and procedures;iii.recommendations on all necessary action to keep the operation of the Business in compliance, in all material respects, with theconditions of all licenses (including gaming licenses) and all applicable rules, regulations and orders of any governmentalauthority having jurisdiction over the Business;iv.development of recommendations for, and negotiate the acquisition and maintenance of, insurance coverage with respect to theBusiness;v.guidance on all marketing, sales promotions and advertising for the Business;1 vi.assistance in the financial budgeting process and the implementation of appropriate accounting, financial, administrative and managerialcontrols for the Business;vii.assistance with refinancing and borrowing (and any other forms of capital raising) and compliance with any covenants associatedtherewith;viii.assistance with income tax compliance and planning;ix.assistance with the preparation of the Company’s financial reports and maintenance of books of accounts and other records reflecting theresults of operation of the Business (which at all times shall be maintained in a manner prescribed by Resort in order to complywith the regulatory requirements imposed on both Resorts and the Company);x.consultation with the Company with respect to the selection of attorneys, consultants and accountants;xi.advice and consultation with the Company in connection with any and all aspects of the Business and the day to day operation thereof;andxii.any other service performed by Resorts and requested by Company.3. Corporate Overhead Expense Allocation.(a) On or before the last business day of each month, Resorts will provide an invoice to the Company representing one-twelfth of theestimated annual cost of the Corporate Departments’ overhead expense allocation related to the provision of the Services, plus any othercosts associated therewith and the Company will reimburse Resorts for such overhead expense and associated cost with the provision of theServices within thirty (30) days after receipt of such invoice (such costs as hereinafter referred to as, the “Corporate Support Services Fee”).(b) The estimated annual overhead expense and costs associated with the provision of the Services allocated to the Company will be thesum of each Corporate Department’s annual budgeted executive personnel costs (such costs, the “Departmental Executive Costs”) allocatedto the Company plus the sum of each Corporate Department’s annual budgeted other costs (such costs, the “Departmental Residual Costs”)allocated to the Company. The Departmental Executive Costs shall include all Corporate Department executive compensation, including,without limitation, salaries, bonuses, any forms of deferred compensation, vacation pay, fringe benefits and Statement of FinancialAccounting Standards 123-R costs for nonqualified stock options and restricted stock. The annual allocation of the DepartmentalExecutive’s Costs and the Departmental Residual Costs allocated to the Company will be based on each Corporate Department head’sannual estimate, made using commercially reasonable judgment, of the time to be spent by the Corporate Department’s executivesproviding the Services for the Company during the year (such allocation, the “Executive’s Percentage”). In the event no estimate isprovided, the Executive’s Percentage for the immediately preceding year will be used. The Departmental Executive Costs allocated to theCompany will be the sum of the products resulting from the multiplication of each Corporate Department’s Executive’s Percentage and theapplicable Departmental Executive Cost. The Departmental Residual Costs allocated to the Company will be the sum of the productsobtained by multiplying each Corporate Department’s Departmental Residual Costs by the ratio of its total Departmental Executive Costsallocated to the Company to its total Departmental Executive Costs. Annually, the actual costs of the Corporate Departments will becompared with the estimated costs of the Corporate Departments used in determining the preliminary allocation for the year and any underor over allocation shall be charged or returned to the Company by the last day of February of the succeeding year, any variance between theestimated and actual Executive’s Percentage will also be taken into account as part of this annual reconciliation. To the extent that Resortspays or incurs any obligation for any expenses, costs, losses, liabilities or damages in connection with the provision of Services, theCompany, subject to the limitations set forth in Sections 3(c), will pay or reimburse Resorts therefor, as well as for any2 reasonable out-of-pocket expenses incurred by Resorts in the performance of its obligations under this Agreement.(c) The parties agree that (i) the Corporate Support Services Fee due and payable as provided in this Section 3 shall not be paid at anytime that such payment is not then permitted under any credit agreement of the Company and (ii) the Corporate Support Services Fee forany fiscal year cannot exceed fifty percent (50%) of the aggregate corporate overhead administrative costs incurred by Resorts during suchfiscal year with respect to its management of all of its direct and indirect subsidiaries. In the event any Corporate Support Services Fee isunpaid, whether in whole or in part, as a consequence of the provisions of this Section 3, Resorts nonetheless shall continue to performhereunder and any such unpaid amounts shall be accrued as a liability of the Company and shall be payable as soon as such payment ispermitted. The deferred portion of the Corporate Support Services Fees will bear interest at the rate of ten percent (10%) per annum,compounded annually, from the date otherwise due and payable until the payment thereof.(d) Notwithstanding any termination of this Agreement, Resorts shall, subject to the limitations set forth in this Section 3, remain entitled:(i) to receive the Corporate Support Services Fee for the remaining portion of the semi-monthly period in which such termination occurred(payable in the same manner and at the same time as if Resorts were entitled to receive such fee with respect to the entire monthly period);and (ii) to receive payment of any deferred Corporate Support Services Fee at the time of such termination, and to the extent that paymentthereof is not then permitted under this Section 3, as soon as such payment is permitted.4. Use of Aircraft and Related Assets. From time to time, Resorts may make available to the Company and its employees use of the aircraft andrelated assets owned by Resorts and its subsidiaries (other than the Company) (the “Resorts’ Aircraft Assets”), and the Company may make available toResorts and its subsidiaries (other than the Company) and its employees use of the aircraft and related assets owned or to be owned by the Company (the“Company’s Aircraft Assets”) and, together with the Resorts Aircraft Assets, the (“Aircraft Assets”). Resorts shall cause to be paid to the owner of anyCompany Aircraft Assets used by Resorts, its subsidiaries (other than the Company) or any of their employees, and the Company shall pay to the owner ofany Resort Aircraft Assets used by any of the Company or any of their employees, reasonable amounts for the use thereof, as determined from time to time byResorts and the Company at the rate per hour for such aircraft then in effect and used by Las Vegas Jet, LLC.5. Use of Company Employees. From time to time, the Company and its subsidiaries may make available to Resorts, in connection with Resorts’development of one or more projects other than the Business, the services of certain employees of the Company or its subsidiaries, provided that (i) suchservices do not materially interfere with such employee’s obligations to and responsibilities with the Company or its subsidiaries, and (ii) Resorts pays, orcauses to be paid, to the Company and its subsidiaries compensation reasonably satisfactory to the Company and its subsidiaries. Such compensation shallnot be less than the amount necessary to reimburse the Company’s costs of payroll and benefits for such employees during the period when such services arebeing rendered and shall include, without limitation, any out of pocket expenses reasonably incurred by the Company or its subsidiaries or any of theiremployees in connection with the provision of such services.6. Term of Agreement.(a) The term of this Agreement shall continue until December 31, 2017 unless earlier terminated pursuant to the terms of this Agreement.(b) Unless earlier terminated pursuant to the terms of this Agreement, upon the expiry of the term provided in Section 6(a), or anyextension of the term pursuant to this Section 6(b) (subject to compliance by the Company, Resorts and their respective affiliates with anyrequirements under applicable rules and regulations of relevant regulatory bodies, including but not limited to stock exchanges andsecurities commissions), this Agreement shall be automatically renewed for a term of three years (or for such other period as may bepermitted under the applicable rules and regulations of relevant regulatory bodies, including but not limited to stock exchanges andsecurities commissions).3 (c) Notwithstanding Sections 6(a) and 6(b), this Agreement may be terminated as follows: (a) by the mutual written consent of theCompany and Resorts, (b) by the Company upon 60 days prior written notice to Resorts, or by Resorts upon 60 days prior written notice tothe Company, in either case for any reason or no reason at all, or (c) by Resorts immediately upon written notice to the Company followingthe occurrence of any default by the Company under any promissory note, indenture, loan agreement or other instrument or evidence ofindebtedness. Notwithstanding any other provision of this Agreement, the provisions of Section 7 shall survive any termination of thisAgreement.7. Liability. The Company shall bear any and all expenses, liabilities, losses or damages resulting from the operation of the Business, and Resortsand its officers, directors, shareholders and employees shall not, under any circumstances, be held liable therefor, except that Resorts shall be liable for anyloss or damage which results from its own gross negligence or willful misconduct. Neither Resorts nor any of its officers, directors, shareholders or employeesshall be held to have incurred any liability to the Company, the Business or any third party by virtue of any action not constituting gross negligence orwillful misconduct taken in good faith by it in the discharge of its duties hereunder, and the Company agrees to indemnify Resorts and its shareholders,directors, officers and employees, and hold each of them harmless from and against any and all claims that may be made against any of them in respect of theforegoing (excluding claims arising out of gross negligence or willful misconduct), including, but not limited to, attorneys’ fees and expenses.8. Miscellaneous(a) Nonassignability of Agreement. This Agreement shall not be assignable, in whole or in part, directly or indirectly, whether byoperation of law or otherwise, by either party hereto without the prior written consent of the other party hereto (which consent may be withheld in the solediscretion of the party whose consent is required), and any attempt to assign any rights or obligations arising under this Agreement without such consentshall be void; provided, however, that (i) the provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Companyand Resorts and their respective successors and permitted assigns and (ii) the rights of the Company under this Agreement may be collaterally assigned tosecure the obligations of the Company any of its credit facilities, whether in existence now or in the future.(b) Further Assurances. Subject to the provisions hereof, each of the parties hereto shall execute, acknowledge and deliver such otherdocuments, and take such further actions, as may be reasonably required in order to effectuate the purposes of this Agreement, to comply with all applicablelaws, regulations, orders and decrees, to obtain all required consents and approvals and to make all required filings with any governmental agency, otherregulatory or administrative agency, commission or similar authority.(c) Waivers. No failure or delay on the part of Resorts or the Company in exercising any right hereunder shall operate as a waiver thereof,nor shall any single or partial exercise of any such right, or any abandonment or discontinuance of steps to enforce such a right, preclude any other or furtherexercise thereof or the exercise of any other right. No waiver of any provision of this Agreement nor any consent to any departure by Resorts or the Companytherefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instanceand for the specific purpose for which it has been given.(d) Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof,and supersedes all previous agreements, negotiations, memoranda and understandings, whether written or oral, respecting the subject matter hereof.(e) Amendments. This Agreement may be amended only by an agreement in writing executed by each of the parties hereto, but no suchamendment shall become effective if the same is prohibited by any credit agreement to which Resorts or the Company is a party.(f) Notices. Any and all notices and demands required or desired to be given hereunder shall be in writing and shall be validly given ormade if served personally, delivered by facsimile, by a nationally recognized overnight courier service, or delivered by certified or registered, postageprepaid, return receipt requested mail, to the following addresses:4 If to the Company:Wynn Macau, LimitedRua Cidade de Sintra, NAPE,Macau SAR Fax Number: (853) 8986 5500 Attention: Mr. Jason M. SchallIf to Resorts:Wynn Resorts, Limited3131 Las Vegas Boulevard SouthLas Vegas, Nevada 89109United StatesFax No.: (702) 770 8867Attention: Ms. Kim Sinatrain each case, with a copy to:Wynn Resorts, Limited3131 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Fax No.: (702) 770 8867Attention: General Counseland shall become effective upon receipt. Any party hereto may change its address for the purpose of receiving notices by providing written notice to the otherparty hereto.(g) Governing Law. The laws of the State of Nevada applicable to contracts made in that state, without giving effect to its conflict of lawsrules, shall govern the validity, construction, performance and effect of this Agreement.(h) Invalidity. If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a court ofcompetent jurisdiction or an arbitrator to be invalid, void or unenforceable, then that provision shall be deemed severable and all provisions, covenants, andconditions of this Agreement, and all applications thereof, not held invalid, void or unenforceable shall continue in full force and effect and shall in no waybe affected, impaired or invalidated thereby.(i) Headings. The headings in this Agreement are included for purposes of reference only, do not constitute a part of this Agreement, andshall not be deemed to limit, characterize or in any way affect any term or provision of this Agreement.(j) Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to bean original and all of which together shall constitute one and the same instrument.(k) Negotiated Agreement. This is a negotiated agreement. All parties have participated in its preparation. In the event of any disputeregarding its interpretation, it shall not be construed for or against any party based upon the grounds that this Agreement was prepared by any one of theparties hereto.5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.For and on behalf of )WYNN RESORTS, LIMITED )in the presence of: ) /s/ Matthew MaddoxMatthew MaddoxGeneral Authorized Signatory /s/ Edwina Wing Lam IpName of Witness: Edwina Wing Lam Ip /s/ Jason M. SchallJason M. SchallGeneral Authorized Signatory IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.For and on behalf of )WYNN MACAU, LIMITED )in the presence of: ) /s/ Jason M. SchallJason M. SchallAuthorized SignatorySenior Vice President - Legal /s/ Edwina Wing Lam IpName of Witness: Edwina Wing Lam Ip Exhibit 10.11.1AMENDED AND RESTATEDCORPORATE ALLOCATION AGREEMENTTHIS AMENDED AND RESTATED CORPORATE ALLOCATION AGREEMENT (this “Agreement”) is made as of September 19, 2009, by andamong Wynn Resorts (Macau) S.A., a corporation organized under the laws of the Macau Special Administrative Region of the People’s Republic of China(the “Company”), and Wynn Resorts, Limited, a Nevada corporation (“Resorts”), with reference to the following:WHEREAS, the Company, has developed, operates and continues to construct portions of the Wynn Macau Casino Resort, a hotel and casino resortwith associated facilities in Macau Special Administration Region, People’s Republic of China (“Macau”) and, directly or indirectly through affiliates andsubsidiaries, is considering the development of other Macau locations (collectively, the “Business”);WHEREAS, Resorts provides certain services to the Company in connection with the Business, and the Company and Resorts entered into anagreement dated January 1, 2007 for the provision of certain corporate support services by Resorts to the Company in connection with the Business (the“Original Agreement”); andWHEREAS, the Company desires to continue engaging Resorts to provide the corporate support services for the Business and Resorts desires tocontinue providing such services, all upon the terms and conditions hereinafter set forth.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:1.The Company and Resorts have agreed to amend and restate the Original Agreement. The Company and Resorts agree that thisAgreement supersedes and replaces the Original Agreement in its entirety.2. Retention of Resorts. The Company hereby appoints Resorts to provide the corporate support services described herein for the Business andResorts hereby agrees to provide the corporate support services described herein for the Business, all in accordance with the terms and subject to theconditions hereinafter set forth.3. Services to be Provided by Resorts.(a) Resorts shall make the personnel from its Corporate Executives, Corporate Treasury, Corporate Legal, Public Relations, InformationSystems, Corporate Security & Governmental Affairs, Risk Management, Internal Audit, Financial Accounting and Analysis, Corporate Taxand any departments that may be established in the future (hereinafter collectively referred to as, the “Corporate Departments”) available tothe Company to provide customary corporate support services with respect to the operation of the Business. Further, in accordance with theterms and subject to the conditions hereof, Resorts agrees to provide the following corporate support services (referred to herein aftercollectively, together with any services necessary or incidental thereto, “Services”) to the Company on an ongoing basis in connection withthe ownership and operation of the Business by the Company during the term of this Agreement:i.advice concerning the hiring, termination, performance and training of personnel;ii.review, consultation and advice concerning personnel, operations, and other management and operating policies and procedures;iii.recommendations on all necessary action to keep the operation of the Business in compliance, in all material respects, with theconditions of all licenses (including gaming licenses) and all applicable rules, regulations and orders of any governmentalauthority having jurisdiction over the Business;1 iv.development of recommendations for, and negotiate the acquisition and maintenance of, insurance coverage with respect to theBusiness;v.guidance on all marketing, sales promotions and advertising for the Business;vi.assistance in the financial budgeting process and the implementation of appropriate accounting, financial, administrative and managerialcontrols for the Business;vii.assistance with refinancing and borrowing (and any other forms of capital raising) and compliance with any covenants associatedtherewith;viii.assistance with income tax compliance and planning;ix.assistance with the preparation of the Company’s financial reports and maintenance of books of accounts and other records reflecting theresults of operation of the Business (which at all times shall be maintained in a manner prescribed by Resort in order to complywith the regulatory requirements imposed on both Resorts and the Company);x.consultation with the Company with respect to the selection of attorneys, consultants and accountants;xi.advice and consultation with the Company in connection with any and all aspects of the Business and the day to day operation thereof;andxii.any other service performed by Resorts and requested by Company.4. Corporate Overhead Expense Allocation.(a) On or before the last business day of each month, Resorts will provide an invoice to the Company representing one-twelfth of theestimated annual cost of the Corporate Departments’ overhead expense allocation related to the provision of the Services, plus any othercosts associated therewith and the Company will reimburse Resorts for such overhead expense and associated cost with the provision of theServices within thirty (30) days after receipt of such invoice (such costs as hereinafter referred to as, the “Corporate Support Services Fee”).(b) The estimated annual overhead expense and costs associated with the provision of the Services allocated to the Company will be thesum of each Corporate Department’s annual budgeted executive personnel costs (such costs, the “Departmental Executive Costs”) allocatedto the Company plus the sum of each Corporate Department’s annual budgeted other costs (such costs, the “Departmental Residual Costs”)allocated to the Company. The Departmental Executive Costs shall include all Corporate Department executive compensation, including,without limitation, salaries, bonuses, any forms of deferred compensation, vacation pay, fringe benefits and Statement of FinancialAccounting Standards 123-R costs for nonqualified stock options and restricted stock. The annual allocation of the DepartmentalExecutive’s Costs and the Departmental Residual Costs allocated to the Company will be based on each Corporate Department head’sannual estimate, made using commercially reasonable judgment, of the time to be spent by the Corporate Department’s executivesproviding the Services for the Company during the year (such allocation, the “Executive’s Percentage”). In the event no estimate isprovided, the Executive’s Percentage for the immediately preceding year will be used. The Departmental Executive Costs allocated to theCompany will be the sum of the products resulting from the multiplication of each Corporate Department’s Executive’s Percentage and theapplicable Departmental Executive Cost. The Departmental Residual Costs allocated to the Company will be the sum of the productsobtained by multiplying each Corporate Department’s Departmental Residual Costs by the ratio of its total Departmental Executive Costsallocated to the Company to its total Departmental Executive Costs. Annually, the actual costs of the Corporate Departments will becompared with the estimated costs of the Corporate Departments used in determining the preliminary allocation for the year and any underor over allocation shall be charged or returned to2 the Company by the last day of February of the succeeding year, any variance between the estimated and actual Executive’s Percentage willalso be taken into account as part of this annual reconciliation. To the extent that Resorts pays or incurs any obligation for any expenses,costs, losses, liabilities or damages in connection with the provision of Services, the Company, subject to the limitations set forth inSections 4(c), will pay or reimburse Resorts therefor, as well as for any reasonable out-of-pocket expenses incurred by Resorts in theperformance of its obligations under this Agreement.(c) The parties agree that (i) the Corporate Support Services Fee due and payable as provided in this Section 4 shall not be paid at anytime that such payment is not then permitted under any credit agreement of the Company and (ii) the Corporate Support Services Fee forany fiscal year cannot exceed fifty percent (50%) of the aggregate corporate overhead administrative costs incurred by Resorts during suchfiscal year with respect to its management of all of its direct and indirect subsidiaries. In the event any Corporate Support Services Fee isunpaid, whether in whole or in part, as a consequence of the provisions of this Section 4, Resorts nonetheless shall continue to performhereunder and any such unpaid amounts shall be accrued as a liability of the Company and shall be payable as soon as such payment ispermitted. The deferred portion of the Corporate Support Services Fees will bear interest at the rate of ten percent (10%) per annum,compounded annually, from the date otherwise due and payable until the payment thereof.(d) Notwithstanding any termination of this Agreement, Resorts shall, subject to the limitations set forth in this Section 4, remain entitled:(i) to receive the Corporate Support Services Fee for the remaining portion of the semi-monthly period in which such termination occurred(payable in the same manner and at the same time as if Resorts were entitled to receive such fee with respect to the entire monthly period);and (ii) to receive payment of any deferred Corporate Support Services Fee at the time of such termination, and to the extent that paymentthereof is not then permitted under this Section 4, as soon as such payment is permitted.5. Use of Aircraft and Related Assets. From time to time, Resorts may make available to the Company and its employees use of the aircraft andrelated assets owned by Resorts and its subsidiaries (other than the Company) (the “Resorts’ Aircraft Assets”), and the Company may make available toResorts and its subsidiaries (other than the Company) and its employees use of the aircraft and related assets owned or to be owned by the Company (the“Company’s Aircraft Assets”) and, together with the Resorts Aircraft Assets, the (“Aircraft Assets”). Resorts shall cause to be paid to the owner of anyCompany Aircraft Assets used by Resorts, its subsidiaries (other than the Company) or any of their employees, and the Company shall pay to the owner ofany Resort Aircraft Assets used by any of the Company or any of their employees, reasonable amounts for the use thereof, as determined from time to time byResorts and the Company at the rate per hour for such aircraft then in effect and used by Las Vegas Jet, LLC.6. Use of Company Employees. From time to time, the Company and its subsidiaries may make available to Resorts, in connection with Resorts’development of one or more projects other than the Business, the services of certain employees of the Company or its subsidiaries, provided that (i) suchservices do not materially interfere with such employee’s obligations to and responsibilities with the Company or its subsidiaries, and (ii) Resorts pays, orcauses to be paid, to the Company and its subsidiaries compensation reasonably satisfactory to the Company and its subsidiaries. Such compensation shallnot be less than the amount necessary to reimburse the Company’s costs of payroll and benefits for such employees during the period when such services arebeing rendered and shall include, without limitation, any out of pocket expenses reasonably incurred by the Company or its subsidiaries or any of theiremployees in connection with the provision of such services.7. Term of Agreement.(a) The term of this Agreement shall continue until December 31, 2017 unless earlier terminated pursuant to the terms of this Agreement.(b) Unless earlier terminated pursuant to the terms of this Agreement, upon the expiry of the term provided in Section 7(a), or anyextension of the term pursuant to this Section 7(b) (subject to compliance by the Company, Resorts and their respective affiliates with anyrequirements under3 applicable rules and regulations of relevant regulatory bodies, including but not limited to stock exchanges and securities commissions),this Agreement shall be automatically renewed for a term of three years (or for such other period as may be permitted under the applicablerules and regulations of relevant regulatory bodies, including but not limited to stock exchanges and securities commissions).(c) Notwithstanding Sections 7(a) and 7(b), this Agreement may be terminated as follows: (a) by the mutual written consent of theCompany and Resorts, (b) by the Company upon 60 days prior written notice to Resorts, or by Resorts upon 60 days prior written notice tothe Company, in either case for any reason or no reason at all, or (c) by Resorts immediately upon written notice to the Company followingthe occurrence of any default by the Company under any promissory note, indenture, loan agreement or other instrument or evidence ofindebtedness. Notwithstanding any other provision of this Agreement, the provisions of Section 8 shall survive any termination of thisAgreement.8. Liability. The Company shall bear any and all expenses, liabilities, losses or damages resulting from the operation of the Business, and Resortsand its officers, directors, shareholders and employees shall not, under any circumstances, be held liable therefor, except that Resorts shall be liable for anyloss or damage which results from its own gross negligence or willful misconduct. Neither Resorts nor any of its officers, directors, shareholders or employeesshall be held to have incurred any liability to the Company, the Business or any third party by virtue of any action not constituting gross negligence orwillful misconduct taken in good faith by it in the discharge of its duties hereunder, and the Company agrees to indemnify Resorts and its shareholders,directors, officers and employees, and hold each of them harmless from and against any and all claims that may be made against any of them in respect of theforegoing (excluding claims arising out of gross negligence or willful misconduct), including, but not limited to, attorneys’ fees and expenses.9. Miscellaneous(a) Nonassignability of Agreement. This Agreement shall not be assignable, in whole or in part, directly or indirectly, whether byoperation of law or otherwise, by either party hereto without the prior written consent of the other party hereto (which consent may be withheld in the solediscretion of the party whose consent is required), and any attempt to assign any rights or obligations arising under this Agreement without such consentshall be void; provided, however, that (i) the provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Companyand Resorts and their respective successors and permitted assigns and (ii) the rights of the Company under this Agreement may be collaterally assigned tosecure the obligations of the Company any of its credit facilities, whether in existence now or in the future.(b) Further Assurances. Subject to the provisions hereof, each of the parties hereto shall execute, acknowledge and deliver such otherdocuments, and take such further actions, as may be reasonably required in order to effectuate the purposes of this Agreement, to comply with all applicablelaws, regulations, orders and decrees, to obtain all required consents and approvals and to make all required filings with any governmental agency, otherregulatory or administrative agency, commission or similar authority.(c) Waivers. No failure or delay on the part of Resorts or the Company in exercising any right hereunder shall operate as a waiver thereof,nor shall any single or partial exercise of any such right, or any abandonment or discontinuance of steps to enforce such a right, preclude any other or furtherexercise thereof or the exercise of any other right. No waiver of any provision of this Agreement nor any consent to any departure by Resorts or the Companytherefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instanceand for the specific purpose for which it has been given.(d) Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof,and supersedes all previous agreements, negotiations, memoranda and understandings, whether written or oral, respecting the subject matter hereof.4 (e) Amendments. This Agreement may be amended only by an agreement in writing executed by each of the parties hereto, but no suchamendment shall become effective if the same is prohibited by any credit agreement to which Resorts or the Company is a party.(f) Notices. Any and all notices and demands required or desired to be given hereunder shall be in writing and shall be validly given ormade if served personally, delivered by facsimile, by a nationally recognized overnight courier service, or delivered by certified or registered, postageprepaid, return receipt requested mail, to the following addresses:If to the Company:Wynn Resorts (Macau) S.A.Rua Cidade de Sintra, NAPE,Macau SAR Fax Number: (853) 8986 5500 Attention: Mr. Jason M. SchallIf to Resorts:Wynn Resorts, Limited3131 Las Vegas Boulevard SouthLas Vegas, Nevada 89109United StatesFax No.: (702) 770 8867Attention: Ms. Kim Sinatrain each case, with a copy to:Wynn Resorts, Limited3131 Las Vegas Boulevard SouthLas Vegas, Nevada 89109United StatesFax No.: (702) 770 8867Attention: General Counseland shall become effective upon receipt. Any party hereto may change its address for the purpose of receiving notices by providing written notice to the otherparty hereto.(g) Governing Law. The laws of the State of Nevada applicable to contracts made in that state, without giving effect to its conflict of lawsrules, shall govern the validity, construction, performance and effect of this Agreement.(h) Invalidity. If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a court ofcompetent jurisdiction or an arbitrator to be invalid, void or unenforceable, then that provision shall be deemed severable and all provisions, covenants, andconditions of this Agreement, and all applications thereof, not held invalid, void or unenforceable shall continue in full force and effect and shall in no waybe affected, impaired or invalidated thereby.(i) Headings. The headings in this Agreement are included for purposes of reference only, do not constitute a part of this Agreement, andshall not be deemed to limit, characterize or in any way affect any term or provision of this Agreement.(j) Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to bean original and all of which together shall constitute one and the same instrument.(k) Negotiated Agreement. This is a negotiated agreement. All parties have participated in its preparation. In the event of any disputeregarding its interpretation, it shall not be construed for or against any party based upon the grounds that this Agreement was prepared by any one of theparties hereto.5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.For and on behalf of )WYNN RESORTS, LIMITED ) in the presence of: ) /s/ Matthew MaddoxMatthew MaddoxGeneral Authorized Signatory /s/ Edwina Wing Lam IpName of Witness: Edwina Wing Lam Ip /s/ Jason M. SchallJason M. SchallGeneral Authorized Signatory IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.For and on behalf of )WYNN RESORTS (MACAU) S.A. )in the presence of: ) /s/ Ian Michael CoughlanIan Michael CoughlanPresident of Wynn Resorts (Macau) S.A./s/ Edwina Wing Lam IpName of Witness: Edwina Wing Lam Ip Exhibit 10.11.2MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENTTHIS MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENT (this “Agreement”) is dated as ofFebruary 26, 2015, (the “Execution Date”) by and among Wynn Las Vegas, LLC, a Nevada limited liability company (the“Company”) and Wynn Resorts, Limited, a Nevada corporation (the “Resorts), with reference to the following:WHEREAS, the Company has developed, constructed and is operating the Wynn Las Vegas and Encore Casino Resort, ahotel and casino resort, with related parking structure and golf course facilities, in Las Vegas, Nevada (collectively, the “Business”);WHEREAS, the Company desires to engage Resorts to provide the management and advisory services for the Business andResorts desires to accept such engagement to provide such services, all upon the terms and conditions hereinafter set forth.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:1.Retention of Resorts. The Company hereby appoints Resorts as manager for the Business, and Resorts hereby agreesto provide the management and advisory services described herein for the Business, in accordance with the terms and subject to theconditions hereinafter set forth.1. Services to be Provided by Resorts. Resorts shall make the personnel from its Corporate Executives, Corporate Treasury,Corporate Legal, Public Relations, Information Systems, Corporate Security & Governmental Affairs, Community Relations, InvestorRelations, Development, Risk Management, Internal Audit, Financial Accounting and Analysis, Corporate Tax and any departmentsthat may be established in the future (hereinafter collectively referred to as, the “Corporate Departments”) available to the Company toprovide customary management and advisory services with respect to the operation of the Business. Further, in accordance with theterms and subject to the conditions hereof, Resorts agrees to provide the following management and advisory services (referred toherein after collectively, together with any services necessary or incidental thereto, “Services”) to the Company on an ongoing basis inconnection with the ownership and operation of the Business by the Company during the term of this Agreement:(a) advice concerning the hiring, termination, performance and training of personnel;(b) review, consultation and advice concerning personnel, operations, and other management and operating policiesand procedures;(c) recommendations on all necessary action to keep the operation of the Business in compliance, in all materialrespects, with the conditions of all licenses (including gaming licenses) and all applicable rules, regulations and orders of anygovernmental authority having jurisdiction over the Business;(d) development of recommendations for, and negotiate the acquisition and maintenance of, insurance coverage withrespect to the Business;(e) guidance on all marketing, sales promotions and advertising for the Business;(f) assistance in the financial budgeting process and the implementation of appropriate accounting, financial,administrative and managerial controls for the Business;(g) assistance with refinancing and borrowing (and any other forms of capital raising) and compliance with anycovenants associated therewith;(h) assistance with income tax compliance and planning;(i) assistance with the preparation of the Company’s financial reports and maintenance of books of accounts and otherrecords reflecting the results of operation of the Business (which at all times shall be maintained in a manner prescribed by Resorts inorder to comply with the regulatory requirements imposed on both Resorts and the Company);(j) assistance with investor relations, community relations and development projects;(k) consultation with the Company with respect to the selection of attorneys, consultants and accountants;(l) advice and consultation with the Company in connection with any and all aspects of the Business and the day today operation thereof; and(m) any other service performed by Resorts and requested by Company.2. Corporate Allocation; Expenses: Management Fee.(a) Commencing on the Effective Date (defined herein), the Company agrees to pay Resorts a corporate allocationsfee (the “Corporate Allocations Fee”) to be determined as follows:(i) On or before the last business day of each month, Resorts will provide an invoice to the Companyrepresenting one-twelfth of the estimated Corporate Allocations Fee.(ii) The estimated annual costs associated with the provision of the Services allocated to the Company will bethe sum of each Corporate Department’s budgeted executive personnel costs (such costs, the “Departmental Executive Costs”)allocated to the Company plus the sum of each Corporate Department’s other operating costs (such costs, the “Departmental ResidualCosts”) allocated to the Company. The Departmental Executive Costs shall include all Corporate Department executive compensation,including, without limitation, salaries, bonuses, any forms of deferred compensation, vacation pay, fringe benefits and ASC 718 costsfor equity based compensation. The annual allocation of the Departmental Executive’s Costs and the Departmental Residual Costsallocated to the Company will be based on each Corporate Department head’s annual estimate, made using commercially reasonablejudgment, of the time to be spent by the Corporate Department’s executives providing the Services for the Company during the year(such allocation, the “Executive’s Percentage”). In the event no estimate is provided, the Executive’s Percentage for the immediatelypreceding year will be used. The Departmental Executive Costs allocated to the Company will be the sum of the products resultingfrom the multiplication of each Corporate Department’s Executive’s Percentage and the applicable Departmental Executive Cost. TheDepartmental Residual Costs allocated to the Company will be the sum of the products obtained by multiplying each CorporateDepartment’s Departmental Residual Costs by the ratio of its total Departmental Executive Costs allocated to the Company to its totalDepartmental Executive Costs. Annually, the actual costs of the Corporate Departments will be compared with the estimated costsof the Corporate Departments used in determining the preliminary allocation for the year and any under or over allocation shall becharged or returned to the Company by the last day of February of the succeeding year; any variance between the estimated and actualExecutive’s Percentage will also be taken into account as part of this annual reconciliation.(b) As and when incurred, all expenses, costs, losses, liabilities or damages incurred with respect to the ownership oroperation of the Company, including, without limitation, wages, salaries and other labor costs incurred in the construction,maintenance, expansion or operation of the Company, or personnel working on special projects or services for the Company, will bepaid by the Company. To the extent that the Resorts pays or incurs any obligation for any such expenses, costs, losses, liabilities ordamages, the Company, subject to the limitations set forth in Section 3(d), will pay or reimburse the Resorts therefor, as well as for anyreasonable out-of-pocket expenses incurred by the Resorts in the performance of its obligations under this Agreement.(c) In addition, the Company agrees to pay Resorts, as Resorts’ compensation for the Services to be renderedhereunder, a yearly management fee (the “Management Fee”) equal to one and one-half percent (1.5%) of the net revenues of theCompany (as determined in accordance with generally accepted accounting principles as applicable to companies in the gamingbusiness), payable monthly in arrears. Payment of the Management Fee shall commence upon the Effective Date.(d) The parties agree that the Corporate Allocations Fee and the Management Fee (collectively, the “Resorts’ Fees”)due and payable as provided in this Section 3 shall not be paid at any time that such payment is not then permitted under any financingor regulatory agreement to which the Company is a party. In the event any Resorts’ Fees is unpaid, whether in whole or in part, as aconsequence of the provisions of this Section 3, Resorts nonetheless shall continue to perform hereunder and any such unpaid amountsshall be accrued as a liability of the Company and shall be payable as soon as such payment is permitted. The deferred portion of theResorts’ Fee will bear interest at the rate of ten percent (10 %) per annum, compounded annually, from the date otherwise due andpayable until the payment thereof.(e) Notwithstanding any termination of this Agreement, Resorts shall, subject to the limitations set forth in this Section3, remain entitled: (i) to receive the Resorts’ Fees for the remaining portion of the semi-monthly period in which such terminationoccurred (payable in the same manner and at the same time as if Resorts were entitled to receive such fee with respect to the entiremonthly period); and (ii) to receive payment of any deferred Resorts’ Fee at the time of such termination, and to the extent thatpayment thereof is not then permitted under this Section 3, as soon as such payment is permitted.(f) The parties acknowledge that Resorts is subject to the requirements of Nevada Revised Statutes Section 463.162 asa result of its receipt of the Resorts’ Fee.3. Use of Aircraft and Related Assets. From time to time, Resorts may make available to the Company and its affiliates andtheir employees use of the aircraft and related assets owned by Resorts and its subsidiaries (other than the Company) (the “ResortsAircraft Assets”), and the Company may make available to Resorts and its subsidiaries (other than the Company) and their employeesuse of the aircraft and related assets owned by the Company (the “WLV Aircraft Assets” and, together with Resorts Aircraft Assets,the “Aircraft Assets”). The Resorts shall cause to be paid to the owner of any WLV Aircraft Assets used by Resorts, its subsidiaries(other than the Company) or any of their employees, and the Company shall pay to the owner of any Resorts Aircraft Assets used byany of the Companies or any of their employees, reasonable amounts for the use thereof, as determined from time to time by Resortsand the Company.4. Use of Company Employees. From time to time, the Company and its subsidiaries may make available to Resorts, inconnection with Resorts’ development of one or more projects other than the Business, the services of certain employees of theCompany or its subsidiaries, provided that (i) such services do not materially interfere with such employee's obligations to andresponsibilities with the Company or its subsidiaries, and (ii) Resorts pays, or causes to be paid, to the Company and its subsidiariescompensation reasonably satisfactory to the Company and its subsidiaries. Such compensation shall not be less than the amountnecessary to reimburse the Company’s costs of payroll and benefits for such employees during the period when such services are beingrendered.5. Term of Agreement. The Effective Date of this Agreement shall be February 26, 2015 (the “Effective Date”). The initialterm of this Agreement shall be ten (10) years from the Effective Date and at the expiration of the initial term, this Agreement willautomatically renew for successive one month periods as long as the Company is in compliance with the indenture agreements towhich the Company is party to, unless earlier terminated pursuant to the terms of this Agreement. This Agreement may be terminatedas follows: (a) by the mutual written consent of the Company and Resorts, (b) by the Company upon 60 days prior written notice toResorts, or by Resorts upon 60 days prior written notice to the Company, in either case for any reason or no reason at all, or (c) byResorts immediately upon written notice to the Company following the occurrence of any default by Company under any promissorynote, indenture, loan agreement or other instrument or evidence of indebtedness. Notwithstanding any other provision of thisAgreement, the provisions of Section 7 shall survive any termination of this Agreement.6. Liability. The Company shall bear any and all expenses, liabilities, losses or damages resulting from the operation of theBusiness, and Resorts and its officers, directors, shareholders and employees shall not, under any circumstances, be held liable therefor,except that Resorts shall be liable for any loss or damage which results from its own gross negligence or willful misconduct. NeitherResorts nor any of its officers, directors, shareholders or employees shall be held to have incurred any liability to the Company, theBusiness or any third party by virtue of any action not constituting gross negligence or willful misconduct taken in good faith by it inthe discharge of its duties hereunder, and the Company agrees to indemnify Resorts and its shareholders, directors, officers andemployees, and hold each of them harmless from and against any and all claims that may be made against any of them in respect of theforegoing (excluding claims arising out of gross negligence or willful misconduct), including, but not limited to, attorneys’ fees andexpenses.7. Miscellaneous(a) Nonassignability of Agreement. This Agreement shall not be assignable, in whole or in part, directly or indirectly,whether by operation of law or otherwise, by either party hereto without the prior written consent of the other party hereto (whichconsent may be withheld in the sole discretion of the party whose consent is required), and any attempt to assign any rights orobligations arising under this Agreement without such consent shall be void.(b) Further Assurances. Subject to the provisions hereof, each of the parties hereto shall execute, acknowledge anddeliver such other documents, and take such further actions, as may be reasonably required in order to effectuate the purposes of thisAgreement, to comply with all applicable laws, regulations, orders and decrees, to obtain all required consents and approvals and tomake all required filings with any governmental agency, other regulatory or administrative agency, commission or similar authority.(c) Waivers. No failure or delay on the part of Resorts or the Company in exercising any right hereunder shall operateas a waiver thereof, nor shall any single or partial exercise of any suchright, or any abandonment or discontinuance of steps to enforce such a right, preclude any other or further exercise thereof or theexercise of any other right. No waiver of any provision of this Agreement nor any consent to any departure by Resorts or the Companytherefrom shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only inthe specific instance and for the specific purpose for which it has been given.(d) Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto with respect to thesubject matter hereof, and supersede all previous agreements, negotiations, memoranda and understandings, whether written or oralrespecting the subject matter hereof.(e) Amendments. This Agreement may be amended only by an agreement in writing executed by each of the partieshereto.(f) Notices. Any and all notices and demands required or desired to be given hereunder shall be in writing and shall bevalidly given or made if served personally, delivered by a nationally recognized overnight courier service, or deposited in the UnitedStates mail, certified or registered, postage prepaid, return receipt requested, to the following addresses:If to the Company:Wynn Las Vegas, LLC 3131 Las Vegas Boulevard South Las Vegas, Nevada 89109 Attention: General Counsel Telephone: (702) 770-7000 Facsimile: (702) 770-1349 If to Resorts:Wynn Resorts, Limited 3131 Las Vegas Boulevard South Las Vegas, Nevada 89109 Attention: General Counsel Telephone: (702) 770-7000 Facsimile: (702) 770-1349 in each case, with a copy to:Wynn Resorts, Limited 3131 Las Vegas Boulevard South Las Vegas, Nevada 89109 Attention: General Counsel Telephone: (702) 770-7000 Facsimile: (702) 770-1349and shall become effective upon receipt. Any party hereto may change its address for the purpose of receiving notices by providingwritten notice to the other party hereto.(g) Governing Law. The laws of the State of Nevada applicable to contracts made in that state, without giving effect toits conflict of laws rules, shall govern the validity, construction, performance and effect of this Agreement.(h) Invalidity. If any term, provision, covenant or condition of this Agreement, or any application thereof, should beheld by a court of competent jurisdiction or an arbitrator to be invalid, void or unenforceable, then that provision shall be deemedseverable and all provisions, covenants, and conditions of this Agreement, and all applications thereof, not held invalid, void orunenforceable shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby.(i) Headings. The headings in this Agreement are included for purposes of reference only, do not constitute a part ofthis Agreement, and shall not be deemed to limit, characterize or in any way affect any term or provision of this Agreement.(j) Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed,shall be deemed to be an original and all of which together shall constitute one and the same instrument.(k) Negotiated Agreement. This is a negotiated agreement. All parties have participated in its preparation. In the eventof any dispute regarding its interpretation, it shall not be construed for or against any party based upon the grounds that this Agreementwas prepared by any one of the parties hereto.[signature pages to follow]IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Wynn Las Vegas, LLC,a Nevada limited liability company By: Wynn Resorts Holdings, LLC, a Nevada limited liability company, its sole member By: Wynn Resorts, Limited, a Nevada corporation, its sole member By: /s/ Stephen CooteyStephen CooteyIts: Chief Financial Officer, SVP and Treasurer WYNN RESORTS, LIMITED,a Nevada corporation By: /s/ Stephen CooteyStephen CooteyIts: Chief Financial Officer, SVP and Treasurer Exhibit 10.11.3INTELLECTUAL PROPERTY LICENSE AGREEMENTThis Intellectual Property License Agreement (“Agreement”), consisting of 46 pages, is dated as of the 19th day of September, 2009, by andamong WYNN RESORTS HOLDINGS, LLC, a Nevada Limited Liability Company (hereinafter “Holdings”), WYNN RESORTS, LIMITED, a Nevadacorporation (hereinafter “Limited”) and WYNN MACAU, LIMITED, an exempt company with limited liability under the laws of the Cayman Islands(hereinafter “Licensee”). Holdings and Limited are collectively referred to herein as “Licensor”.RECITALSA.Holdings is the owner or exclusive licensee with the right to license and/or sublicense certain marks and works as defined herein includingbut not limited to the marks and works that are listed and described in attached Schedule A, and is the licensee of other third party rightsand works as defined herein that are listed and described in attached Schedule B, and certain trade secrets, data and know-how that arelisted and described in attached Schedule C (hereinafter, collectively, the “Holdings Intellectual Property”).B.Limited is the parent entity of Holdings and is the owner of certain trade secrets, data, know-how and other intangible property that arelisted and described in attached Schedule C (hereinafter, collectively the “Limited Intellectual Property”). The Holdings IntellectualProperty and the Limited Intellectual Property are collectively referred to herein as the “Licensed Property”.C.Wynn Resorts (Macau) S.A. (“WRM”) is a subsidiary of Limited and currently owns and operates the Wynn Macau Casino Resort and theEncore at Wynn Macau (collectively, the “Wynn Macau”), a hotel and casino resort with associated facilities in Macau SpecialAdministration Region, People’s Republic of China (“Macau”).D.The Licensee is a subsidiary of Limited and is established as a holding company of WRM and its subsidiaries. The Licensee has applied forthe listing of its shares on the Main Board of the Hong Kong Stock Exchange (the “Listing”). On September ______, 2009, the Licensorand WRM entered into an amended and restated intellectual property license agreement under which the Licensor continued to license theLicensed Property to WRM (the amended and restated intellectual property agreement, together with this Agreement, hereinafter known asthe “IP License Arrangement”).E.The Licensor and Licensee acknowledge that if the Licensee is listed on the Hong Kong Stock Exchange, after June 26, 2022, theAgreement will be subject to the listing rules of the Hong Kong Stock Exchange applicable at such time and may require approval by theindependent shareholders of such holding company (the “Approval”).F.In addition to Wynn Macau, the Licensee may consider designing, developing, constructing, financing, owning, operating or engaging inany other activities relevant to the development, construction, ownership and operation of other resorts, hotels and/or casinos, and relatedfacilities, in Macau or in other jurisdictions outside Macau (the “Operations”). For the avoidance of doubt, the “Operations” do not includethe Wynn Macau.G.In order to successfully design, build, market, advertise, promote and/or operate any of the Operations, the Licensee desires to have thelicense to use the Licensed Property from the Licensor pursuant to the terms and conditions set forth in this Agreement.Now, therefore, in consideration of the foregoing and the mutual promises contained herein, the parties have agreed as follows:1.License. The Licensor grants the following licenses to the Licensee at the location specified herein.11.01Licensor provides to Licensee a non-exclusive license and/or non-exclusive sublicense to use the marks and works owned, orwhich will be owned, by the Licensor including but not limited to the marks and works listed in Schedule A, attached hereto, inconnection with the operation, advertising, promotion, distribution and services of the Operations. The foregoing licenses grantedin this Paragraph 1.01 shall hereinafter be known as the “Trademark License”.1.02Licensor provides Licensee a non-exclusive sublicense to the works listed in Schedule B, attached hereto, in connection with theoperation, advertising, promotion, distribution and services of the Operations. The foregoing licenses granted in this Paragraph1.02 shall hereinafter be known as the “Copyright and Persona License”.1.03Licensor provides to Licensee a non-exclusive license to use the data, trade secrets and know-how listed in Schedule C, attachedhereto, developed by the Licensor and its employees, officers, directors and representatives, and such future items as may beprovided from time to time for use in connection with the operation, advertising, promotion, distribution and services of theOperations. Licensor shall pay all costs associated with the development of such data, trade secrets and know-how and shall alsobe responsible for providing Licensee updates or upgrades to such materials. Licensee shall reimburse all installation and/ortraining costs incurred by Licensor in connection with providing Licensee such information. The foregoing license shallhereinafter be known as the “Trade Secret and Know-How License.”1.04Notwithstanding any other provision of this Agreement, including, without limitation, Sections 2.01 and 2.02 hereof, Licenseeshall have the right to sublicense any or all of its rights under the Trademark License and the Copyright and Persona License toany sublessee permitted under the leases with respect to the hotel locations of the Licensee (other than the Wynn Macau)(“Approved Sublessee”) located in Macau or jurisdictions outside Macau. The Trade Secret and Know-How License may not besublicensed by the Licensee.1.05Licensee shall have the right to sublicense all of its rights and licenses granted pursuant to the Trademark License and theCopyright and Persona License in order to have persons other than Licensee produce and manufacture promotional products or thepackaging thereof. Licensee will identify its products and manufacturers for the products to Licensor upon request. Licensee agreesthat any person or entity licensed to manufacture such products shall be prohibited from manufacturing, producing, selling,distributing, or shipping products other than to the Licensee, the Licensor, or Approved Sublessees. Licensee further agrees toenforce such prohibition at its own expense and upon reasonable demand by Licensor.2.License Term.2.01This Agreement shall be effective as of ____________________, 2009 and shall continue as to all non-expired and non-terminated locations, or until otherwise terminated under the provisions of this Agreement.3.Royalties.3.01Licensee shall pay to Licensor an aggregate monthly licensing fee (the “Licensing Fee”) for each of the licenses granted herein inthe amount and in accordance with the payment schedule set forth in Schedule D. Any withholding taxes associated with suchpayments shall be made by Licensee and shall not be withheld from the payments described on Schedule D.4.Quality Control.4.01Licensee agrees that the facilities, amenities, services and goods covered by this Agreement will be of high quality and that suchamenities, services and products will be designed, manufactured, sold and distributed in full and complete compliance with2all applicable laws of the relevant jurisdictions of the Operations. To this end, Licensee shall, before opening to the public andbefore advertising or promoting its hotel casino resort services to the public, first request that the Licensor inspect and approve (i)the facilities, and such approval shall not be unreasonably withheld; and (ii) any and all advertising, promotion, public relationsmaterial, merchandise, or promotional products (“Product Sample”) before manufacture or production. Any Product Sample thatcontains any of the Licensed Property submitted to Licensor shall be deemed approved unless Licensor disapproves the same inwriting within thirty (30) days after receipt by Licensor.4.02All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance withprevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules and regulations. To the extent that theLicensor’s obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees toaccept and comply, upon reasonable written notice, with such quality control provisions as may be required under the Licensor’slicense agreements with third parties from whom Licensor has obtained the rights to the Licensed Property.4.03Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation ofLicensor and any third party from whom Licensor has obtained such rights, including but not limited to the parties to theagreements listed on Schedule B. Accordingly, Licensee agrees to offer amenities or facilities of high quality standards and not tosell defective products (seconds) which bear the marks of the Licensed Property.4.04Licensee agrees to operate the Operations in a manner which meets or exceeds the following minimum quality standards: (a) thebusiness shall be operated in compliance with all applicable laws and regulations of the relevant jurisdictions of the Operations,including, but not limited to, health, safety, fire and business codes, tax laws, gaming laws and labor codes; (b) the business shallmaintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall beconducted in a professional and reputable manner, reasonably free from consumer complaints; (d) the premises shall be maintainedin a pristine manner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food andbeverage services shall maintain the highest possible rating for cleanliness established by the governing entity for the site; (e) thebusiness shall be operated in a manner that does not tarnish or diminish the value of the goodwill represented by the LicensedProperty; and (f) the business shall be operated in a manner that does not adversely affect the goodwill or reputation of theLicensor and its affiliates or the Licensor’s and its affiliates’ ability to obtain or maintain licenses from any regulatory authority,including the Nevada Gaming Commission.4.05Licensor (directly or through its authorized agents) shall have the right to inspect the premises upon reasonable notice, at any time.If, at any time, the Licensee fails to operate the Operations in conformity with the quality standards set forth herein, Licensor shallnotify Licensee in writing of any such deficiency. Licensee shall have thirty (30) days within which to cure such deficiency. If theLicensee fails to cure any such failure, then Licensor may, at its option, cure the failure and charge the Licensee for the expense ofdoing so. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faith effortto effect the cure, Licensor may extend the period to cure for a reasonable time, at Licensor’s sole and absolute discretion.5.Goodwill. All goodwill arising from the use of the Licensed Property shall inure to the benefit of the Licensor, or the party from whom the Licensorobtained its rights.6.Use of Licensed Property and Persona6.01Licensee shall comply, within a period not to exceed thirty (30) days, with the commercially reasonable conditions set forth by theLicensor, in writing, from time3to time, with respect to the style, appearance and manner of use of the Licensed Property and any trade secrets, data and know-howprovided to the Licensee pursuant to this Agreement. The Licensee may not make any use of the Licensed Property that is not incompliance with this Agreement, unless Licensee obtains the prior written permission of Licensor. Licensor may, at its option,require that the Licensee, at Licensee’s cost, place a notice or notices acceptable to the Licensor of the Licensor’s respectiveregistration of the marks, works or persona rights.6.02Licensee shall provide Licensor for prior approval copies of all print advertisements and marketing materials containing any of theLicensed Property prior to printing, publishing or distribution. Licensor shall not unreasonably withhold approval of suchadvertisements or marketing materials, and any disapproval shall specify the basis for such disapproval. In the event that theLicensor does not approve or disapprove of such use within thirty (30) days of receipt, the use shall be deemed to be approved.6.03Licensee agrees not to use any of the Licensed Property in connection with any other trademark or service mark not owned byLicensor without the express written permission of Licensor. Licensor shall not unreasonably withhold approval of such use, andany disapproval shall be in writing specifying the basis for the disapproval. In the event that the Licensor does not approve ordisapprove such request within thirty (30) days of receipt, such request shall be deemed approved.6.04Licensee will not permit any person or entity that leases, subleases or rents any portion of the Operations, to use any of theLicensed Property without a written agreement.7.Termination.7.01Upon any breach of this Agreement by the Licensor, the Licensee shall provide written notice to the Licensor, describing thenature of the breach. Except as provided in Paragraph 7.04 herein, the Licensor shall have ten (10) days within which to cure thebreach. If the breach is not cured within that period of time, the Licensee may elect to terminate this Agreement. In the event thatthe cure cannot be accomplished within ten (10) days, but the Licensor has made a good faith effort to effect the cure, Licenseemay extend the period to cure for a reasonable time, at Licensee’s sole and absolute discretion. Termination of the Agreement iseffective upon receipt by the Licensor of the written notice of termination.7.02Upon any material breach of this Agreement by the Licensee, the Licensor shall provide written notice to the Licensee, describingthe nature of the material breach. Except as provided in Paragraph 7.04 herein, the Licensee shall have thirty (30) days withinwhich to cure the material breach. If the material breach is not cured within that period of time, the Licensor may elect to terminatethis Agreement. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faitheffort to effect the cure, Licensor may extend the period to cure for ninety (90) days, at Licensor’s sole and absolute discretion.Termination of the Agreement is effective upon receipt by the Licensee of the written notice of termination.7.03The Licensor may require the Licensee to terminate any license granted hereunder to any approved third party licensee, or othersublicensee, if any such approved third party licensee, or other sublicensee (a) materially breaches this license and fails to cure thebreach upon thirty (30) days notice from Licensor; or (b) becomes insolvent or bankrupt. Licensor may, in its sole and absolutediscretion, first seek to cure any such breach or failure prior to termination, but any such attempt to cure shall not restrict theLicensor’s right at any time to require termination as to the third party licensee or other sublicensee as otherwise provided in thisSection.7.04Licensee acknowledges that Licensor and its affiliated companies conduct businesses that are subject to and exist because ofprivileged gaming licenses issued by governmental authorities. Licensee agrees that the Licensor shall have the right to4terminate this Agreement in the event (1)(i) any such privileged license is suspended or revoked, or (ii) the Licensor in good faithdeems that the acts of the Licensee jeopardizes any such privileged license, or the gaming business activities of the Licensor, or itsaffiliated companies (in each case, the “Relevant Event”); and (2) the Relevant Event continues for thirty (30) consecutive daysafter written notice has been provided to the Licensee describing the nature of the event or activity creating the problem for theprivileged license.7.05Upon the termination of any agreement between Licensor and any third party for the license of any of the Licensed Property,including but not limited to termination of any of the agreements listed on Schedule B, the portions of this Agreement relating to(or granting a license pursuant to) such terminated agreement shall concurrently terminate, without affecting any other provisionsof this Agreement (including the Licensing Fee) provided that the Licensor shall not exercise its right to terminate any of theirrights to the Licensed Property, including but not limited to the termination of the agreements listed in Schedule B without theprior written consent of the Licensee and any of its third party licensees.7.06This Agreement shall automatically terminate three months after the occurrence of any of the events where: (1) Limited ceases tohold or have the right to exercise more than 50% voting rights to the ordinary shares in the Licensee; or (2) after June 26, 2022, theApproval is required and the requisite level of the Licensee’s independent shareholders’ votes to continue the IP LicenseArrangement is not obtained at the shareholders’ meeting of the Licensee.8.Indemnification.8.01Licensee agrees to obtain, or cause to be obtained, once prior to the opening of its first casino resort hotel insurance whichprovides personal injury and property damage and product liability coverage for any and all claims, suits, losses and damagesarising out of the operation of the Licensee’s premises and sale of promotional merchandise, including coverage for any claims,suits, losses or damage arising out of negligence concerning the design, manufacture, distribution and sale of such promotionalmerchandise, from an insurance company, acceptable to Limited, providing coverage and defense. The coverage for eachoccurrence shall be at least US$5,000,000 with the deductible or self-insurance retention not greater than US$100,000 or such insuch other amounts as Limited may advise Licensee. Licensee shall maintain or cause to be maintained public liability insurancecoverage during the term of this Agreement. Licensor shall be named as an additional insured and shall receive notice of anycancellation of insurance from the insurance carrier not less than 30 days prior to effective date of such cancellation.8.02Licensor shall defend, indemnify and hold Licensee and all of Licensee’s directors, officers, employees, agents, affiliates,sublicensees, sublessors and assigns (collectively, the “Licensed Protected Parties”) harmless from and against any demand, claimsand losses arising from any third party claim alleging infringement of Licensed Property.8.03Licensee shall defend, indemnify and hold Licensor and its directors, officers, employees, agents and affiliates (collectively,“Licensor’s Protected Parties”) harmless from and against any and all demands, claims, losses or damages by reason of premiseliability or product defect or negligent design or manufacture by or for the Licensee, or arising from the Licensee’s operation of theOperations.9.Notices. Except as otherwise set forth herein, any notices, statements or payments required to be made or given under this Agreement shall handdelivered or sent via registered mail, postage prepaid or by facsimile, to the following persons and addresses which may change or bemodified at any time in writing by the receiving parties.5To Holdings: Wynn Resorts Holdings, LLC3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, United States Fax No.: (702) 770 8867 Attention: Ms. Kim SinatraTo Limited:Wynn Resorts, Limited3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, United States Fax No.: (702) 770 8867 Attn: Ms. Kim SinatraTo Licensee:Wynn Macau, LimitedRua Cidade de Sintra, NAPE, Macau Fax No.: (853) 8986 5500 Attention: Mr. Jason M. Schall(Copy To)Wynn Resorts (Macau), S.A3131 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Fax No: (702) 770 8867Attn: Ms. Kim Sinatra10.Miscellaneous.10.01The parties each represent and warrant to the other that their own officer, or other duly authorized representative executing thisAgreement, has the full power and authority to do so on their behalf.10.02This Agreement shall be construed without regard to the rule of presumption requiring construction against the party who draftedthe agreement, or caused it to be drafted. Neither party shall be deemed to be the drafting party. The parties hereto shall, and theyhereby do, waive trial by jury with respect to any action brought by a party hereto against any other party or to any other matterarising out of or in any way connected with the Licensed Property.10.03The parties agree that they have each read and understand this Agreement; they understand its content and meaning; and theyhave executed it of their own free will in accordance with their own judgment, after having the opportunity to obtain the advice ofcounsel and having actually received the advice of counsel. The parties acknowledge that they have not been coerced, influencedor induced to execute this Agreement by any improper action.10.04To facilitate the execution of this Agreement by the parties, the parties may execute it in subparts, and the signature transmitted byfacsimile shall have the same force and effect as the original signature.10.05This Agreement shall be subject to, governed by and construed according to the laws of Nevada or, where applicable, federalstatutory and common law. Any dispute regarding or relating to this Agreement shall be non-exclusively adjudicated in a court ofcompetent jurisdiction in the State of Nevada.10.06No term or provision hereof shall be construed to be waived by any party, and no breach shall be excused by a party, unless suchwaiver or consent in writing, signed on behalf of the party against whom the waiver is asserted. No consent by either party to, orwaiver of, a breach by either party, whether express or implied, will6constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by any party.10.07The schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of thisAgreement, and any reference to this Agreement shall include the schedules.10.08This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes allprior negotiations and agreements unless otherwise provided. Each party acknowledges and agrees by executing this Agreementthat it is not relying upon any representation or promise whatsoever that is not contained herein and that any such representationor promise is acknowledged to be immaterial. Accordingly, each party to this Agreement waives the defense or claims of fraud ininducement or mistake of law or fact to any claim arising out of, based on, or related to this Agreement, except with respect to theexpress representations set forth in this Agreement.[signature pages to follow] 7In Witness Whereof, the parties have caused this Agreement to be duly executed as of the day and year first above written.For and on behalf of )WYNN RESORTS, LIMITED )in the presence of: ) /s/ Matthew MaddoxMatthew MaddoxGeneral Authorized Signatory /s/ Edwina Wing Lam IpName of Witness: Edwina Wing Lam /s/ Jason M. SchallJason M. SchallGeneral Authorized SignatoryIn Witness Whereof, the parties have caused this Agreement to be duly executed as of the day and year first above written.For and on behalf of )WYNN RESORTS HOLDINGS, LLC )by Wynn Resorts, Limited, its sole member )in the presence of: ) /s/ Matthew MaddoxMatthew MaddoxChief Financial Officer - Wynn Resorts, Limited /s/ Edwina Wing Lam IpName of Witness: Edwina Wing Lam Ip Witness: Edwina Wing Lam IpWitness name: In Witness Whereof, the parties have caused this Agreement to be duly executed as of the day and year first above written.For and on behalf of )WYNN MACAU, LIMITED )in the presence of: ) /s/ Jason M. SchallJason M. SchallAuthorized SignatorySenior Vice President - Legal/s/ Edwina Wing Lam IpName of Witness: Edwina Wing Lam Ip Schedule ALICENSORS MARKS AND WORKSSch. AEXHIBIT AWYNN RESORTS FEDERAL TRADEMARK STATUS REPORTSTrademark NameClassStatusYour File #Serial/Reg.#PageWynn Macau41Pending410.0017178/266,07857Wynn Macau41Pending410.0017078/266,07758Wynn Macau43Pending410.0017378/266,08758Wynn Macau43Pending410.0017278/266,08359Wynn.Macau41Pending410.0030676/560,24666Wynn.Macau43Pending410.0030776/560,24467Wynn.Macau41Pending410.0030876/560,24467Wynn.Macau (and design)43Pending410.0030976/560,24868Trademark NameCountryCodeClassStatusYour File #Serial/Reg.#PageWynn MacauEU25, 41, 43Pending410.003881134879Wynn MacauMO41Pending410.00218Not Yet Assigned17Wynn MacauMO43Pending410.00219Not Yet Assigned17DOMAIN NAMESDomain NamePropertyRegistrarExp DateAdmin EmailRegistered OwnerMemowynnmacau.bizWynn ResortsTucows7/10/04 Wynn Resorts, LLCNo: Companyownedwynnmacau.comWynn ResortsTucows7/11/04webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.com.cnWynn ResortsTucows1/8/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: 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Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.com.sgWynnResortsWebvisions3/4/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.in.thWynnResortsTHNIC2/13/05 International LegalCounsellors Thailand,authoriNo: CompanyOwnedwynnresortsmacau.infoWynnResortsTucows7/11/04 Wynn Resorts, LLCNo: CompanyOwnedwynnresortsmacau.netWynnResortsTucows3/20/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.net.cnWynnResortsTucows1/7/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.net.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.orgWynnResortsTucows3/20/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.org.cnWynnResortsTucows1/7/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.org.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.usWynnResortsiholdings.com7/14/04 Wynn Resorts, LLCNo: CompanyOwnedwynnresortsmacau.wsWynnResortsWebsite.ws12/19/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.com.sgWynnResortsWebvisions3/4/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.com.sgWynnResortsWebvisions3/4/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.comWynnResortsTucows3/20/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.netWynnResortsTucows3/24/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.orgWynnResortsTucows3/20/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.bizWynnResortsTucows7/10/04 Wynn Resorts, LLCNo: CompanyOwnedwynnmacau.comWynnResortsTucows7/11/04webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.infoWynnResortsTucows7/11/04 Wynn Resorts, LLCNo: CompanyOwnedwynnresortsmacau.infoWynnResortsTucows7/11/04 Wynn Resorts, LLCNo: CompanyOwnedwynnmacau.usWynnResortsiholdings.com7/14/04 Wynn 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CompanyOwnedwynnresortsmacau.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.com.auWynnResortsMelbourne IT2/5/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.au.comWynnResortsNetRegistry2/10/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.in.thWynnResortsTHNIC2/13/05 Itrnt’l Leg CounsellorsThailandNo: CompanyOwnedwynnmacau.netWynnResortsTucows7/11/05webmaster@wynnresorts.comWynn Resorts, LLCNo: CompanyOwnedwynnmacau.orgWynnResortsTucows7/11/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedSchedule BSURNAME RIGHTS AGREEMENTThis Surname Rights Agreement (“Agreement”) is made and entered into this 6th day of August, 2004 (“Effective Date”), by and between STEPHENA. WYNN, an individual (hereinafter “Wynn”) and WYNN RESORTS HOLDINGS, LLC, a Nevada limited liability company, with offices at 3145 Las VegasBoulevard South, Las Vegas, Nevada (“Holdings”). Initially capitalized terms each have the respective meaning defined herein.R E C I T A L SA.Wynn, as the former CEO of Golden Nugget Las Vegas and Mirage Resorts, developed an international reputation for building and operatingbeautiful and sophisticated resort hotel gaming properties known for their world-class aesthetics, amenities, and services.B.Holdings is a wholly-owned subsidiary of Wynn Resorts, Limited (the “Company”). Holdings was formed for the purpose of holding andadministering various rights that have been and will be developed and used by the Company, its subsidiaries, its affiliates, and any joint ventures inwhich any of them may be participants (the Company and such entities, the “Affiliates”). Wynn is CEO of the Company.C.Wynn has previously granted to Holdings, pursuant to written and oral agreements, rights to use Wynn’s surname in association with the activities ofthe Affiliates engaged in the resort hotel casino industry.D.Holdings owns rights in and pending trademark and service mark applications for marks incorporating the name and mark WYNN (the “WYNNMark”) in association with hotel/casino and stand-alone hotel or casino (including internet and similar or successor media gaming) businesses,including businesses or amenities conducted (and merchandise offered) in connection therewith, such as facilities, meeting spaces, retail shopping,spas, golf courses, tennis facilities, and art galleries and products and services related thereto (“Resorts”). Wynn executed a consent to register thename of a living person, dated January 8, 2002, in connection with Holdings’ filings for the WYNN Mark, and Wynn has prior to or simultaneouslywith the execution hereof executed an assignment of the right, title, and interest that Wynn possesses in the WYNN Mark in association withResorts.E.Wynn and Holdings desire to supersede and replace herein their prior agreements with respect to, and to expressly set forth the terms and conditionsof use of, the WYNN Mark to ensure that Holdings may successfully use such rights in association with (including to advertise and promote) theCompany’s world-class destination Resorts.Based upon the terms and conditions set forth herein, the parties agree as follows:1.Acknowledgement of Rights.1.1 Company Name Rights. Wynn acknowledges that Holdings is the owner of the WYNN Mark in association with Resorts, and thatHoldings has the exclusive right to use and/or license the use of the WYNN Mark as or as part of a company name, trademarks and service marks, and as astock symbol for purposes of publicly traded stock of the Company.1.2 Trademark and Service Mark Use and Registration Rights. Wynn hereby consents to Holdings’ filing for and obtaining state, federal,and foreign registrations in the WYNN Mark for use in association with the design, development, construction, and operation of Resorts throughout theworld.1.3 Additional Registration Rights. Wynn hereby acknowledges that Holdings has the right to use and register the WYNN Mark inconjunction with signs, logos, trade dress, prefix or suffix words, slogans, and phrases in association with the design, development, construction, andoperation of Resorts throughout the world, together with the right to maintain and enforce such rights and registrations.Sch. B - 11.4 Scope of Rights. Holdings agrees that it shall grant licenses to the WYNN Mark solely to the Affiliates or for advertising, promoting,or marketing the Resorts (“Licensees”), provided that such licenses shall terminate automatically upon Holdings’ termination of this Agreement or, withrespect to an Affiliate, if the Licensee ceases to be an Affiliate.1.5 Retained Rights of Wynn. The parties acknowledge that Wynn retains rights in the WYNN Mark other than in association withResorts. Wynn shall not use or register, nor grant other persons or entities rights to use or register, the WYNN Mark, or any variation or derivative thereof, in amanner that is confusingly similar to Holdings’ use and registration hereunder, or in a manner that is likely to negatively reflect upon such use or registrationby Holdings.1.6 Expansion of WYNN Marks by Holdings Into Other Business Areas. In the event that Holdings wishes to use the WYNN Marks otherthan in connection with a Resort business, Holdings may propose the terms of such use to Wynn who will engage in good faith negotiations with Holdings toenter a separate agreement covering such proposed use.1.7 Holdings’ Right to Terminate. Holdings may at any time terminate this Agreement by providing Wynn written notice of its decision tocease and to not recommence use and licensing of the WYNN Mark. This Agreement shall also automatically terminate if Holdings ceases (without intent toresume) all use and licensing of the WYNN Mark, upon which occurrence Holdings shall assign all of its right, title, and interest in the WYNN Mark to Wynn.2. Term. The term of the rights granted or acknowledged herein shall be perpetual and shall survive Wynn.3. Consideration. Wynn acknowledges and agrees that the rights granted or acknowledged herein are paid in full, and that adequate considerationhas been received by Wynn for the rights granted or acknowledged herein.4. Gaming Licenses. If (a) Holdings or any Licensee is denied or otherwise unable to obtain any necessary approval from any governmentregulating gaming authority (“Gaming Authorities”), or (b) any Gaming Authority prevails in any suit or proceeding against Holdings or any Licensee, and ifthe result of the foregoing clause (a) or (b) has or would have an adverse effect on Holdings or its Licensee (all of the foregoing such events, a “Denial”),Holdings or such Licensee shall cease use of the WYNN Mark in association with the Resort or other business activity that is subject to the Denial in thejurisdiction to which such Denial applies, promptly upon written notice by Wynn to Holdings; provided, however, that Holdings and the Licensee shall haveno such obligation to cease such use if Wynn is primarily responsible for such Denial. Holdings and its Licensees shall promptly, and in all events within anytime limit established by law, regulation, or such Gaming Authority, furnish each Gaming Authority any information rightfully requested by such GamingAuthority and shall otherwise reasonably cooperate with all Gaming Authorities. Holdings represents to Wynn that neither Holdings nor, to Holdings’knowledge, any intended Licensee, is unwilling to file any necessary applications to obtain whatever approvals may be required of such persons or entities inconnection with this Agreement. To Holdings’ knowledge, neither Holdings nor any intended Licensee has ever engaged in any conduct or practices that anyof the foregoing persons or entities should reasonably believe would cause such person or entity to receive a Denial.5. Quality Control. In order to ensure that the public continues to associate the WYNN Mark with high quality services in the Resort industry,Holdings agrees to maintain and enforce quality control standards, as follows:5.1 Creation of Standards. For so long as Wynn is CEO of the Company, he will have principal responsibility for overseeing the qualitycontrol standards for all Resorts which bear in its name or otherwise use as a principal brand the WYNN Mark (the “Quality Control Standards”).5.2 Enforcement of Quality Standards. At such time that Wynn is not the CEO of the Company, Wynn shall have a right to reasonablyobject to Holdings regarding the Quality Control Standards if at any time such Quality Control Standards, to the extent applicable, are not at least equivalentto those QualitySch. B - 2Control Standards maintained immediately prior to Wynn’s departure as CEO of the Company, subject to reasonable wear and tear to the Resorts followingWynn’s departure as CEO of the Company.6. Arbitration.6.1 Arbitration of Disputes. All unresolved disputes, controversies, or claims arising out of or relating to this Agreement, or the breach,termination, or validity thereof (“Disputes”) shall be submitted to arbitration before a panel, composed of no less than three neutral and impartial individualshaving no affiliation or association with Holdings, the Company, any Licensee, or any member of the Wynn family. One arbitrator shall be selected by Wynnand one arbitrator shall be selected by Holdings within thirty (30) days of receipt by respondent of the demand for arbitration and the two selected arbitratorsshall select a third arbitrator within twenty (20) days of the appointment of the second arbitrator. The arbitration shall be held in Las Vegas, Nevada.6.2 Arbitration Procedure. The three arbitrators shall review the Dispute, receive evidence, and issue a written decision and awardindicating specifically what measures, if any, must be taken to comply with the arbitration panel’s decision. In rendering an award, the arbitrators shall followthe law of the State of Nevada and the provisions of this Agreement. The arbitrators may award injunctive relief, specific performance, and actual, directdamages with respect to the subject matter underlying the Dispute. The arbitrators may not award punitive, exemplary, consequential, or treble damages. Theparties agree that the arbitration panel shall have authority to hire an individual, or expert, to monitor compliance with the arbitration panel’s directives toensure that any required changes are implemented in accordance with the timetable set forth in the arbitration panel’s decision. The award shall be in writingand shall briefly state the findings of fact and conclusions of law on which it is based. The arbitration panel shall have the authority to award reasonableattorneys’ fees and costs to the prevailing party.6.3 Governing Rules. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the “Rules”) of theAmerican Arbitration Association (“AAA”). The parties shall not be obligated to choose an arbitrator from an AAA panel unless the two arbitrators selectedpursuant to Section 6.1 have not selected the third arbitrator within twenty (20) days of the appointment of the second arbitrator, in which case such thirdarbitrator shall be appointed in accordance with the listing, ranking, and striking provisions of the Rules.6.4 Enforcement. The arbitration panel’s decision shall be conclusive and binding in all instances and shall not be subject to appeal orjudicial review, and may be entered and enforced by any court of competent jurisdiction.7. Notices: Any notice to be given pursuant to this Agreement by either party to the other may be effected either by personal delivery in writing orby mail, registered or certified, postage prepaid, with return receipt requested, or facsimile. Notice by mail shall be sent concurrently with any facsimilenotice. Notices shall be addressed to the parties at the address specified below, but each party may change its address by written notice in accordance withthis paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; facsimile notices (with a concurrent mailing) shall bedeemed communicated three (3) days after mailing.To Wynn:Stephen A. Wynn1 Shadow Creek DriveNorth Las Vegas, Nevada 89031To Holdings:Wynn Resorts Holdings, LLC3145 Las Vegas Boulevard SouthLas Vegas, Nevada 89109(Copy to):Sch. B - 3Wynn Resorts, Limited3145 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Attention: Legal Department8. Miscellaneous.8.1 Choice of Law. This Agreement shall be deemed to be made and shall be construed in accordance with the laws of the State of Nevada,without reference to its conflict of laws provisions.8.2 Headings. The headings contained in this Agreement are for convenience of reference only and are not to be given any legal effect andshall not affect the meaning or interpretation of this Agreement.8.3 Severability. If any portion of this Agreement is in conflict with any applicable federal or state law now in force or hereafter enacted,such provision shall become inoperative, but all other provisions of this Agreement shall remain in full force and effect.8.4 Assignment. Holdings may assign or otherwise transfer this Agreement only to an Affiliate or to the successor of all or a substantialportion of the business of Holdings relating to this Agreement, and Wynn may assign or otherwise transfer this Agreement only to his heir(s) or other personor entity that succeeds to any rights that Wynn retains with respect to the WYNN Mark (which rights are expressly set forth herein), which successor(s) ineither such case shall thereafter be deemed substituted for Holdings or Wynn, respectively, hereunder effective upon such assignment.8.5 Construction. For purposes of construction of this Agreement, the language herein shall be deemed to be the language of all parties,and no party shall be deemed to be the drafting party.8.6 Written Amendments. This Agreement may be amended only by written agreement, executed by both parties.8.7 Entire Agreement. This Agreement constitutes the entire understanding between the parties, and supersedes and replaces any and allprior written and oral agreements. There are no other terms and conditions except those set forth herein. Wynn shall execute any documents reasonablyrequested by Holdings to secure, perfect, or confirm the rights of Holdings in the WYNN Mark.In Witness Whereof, the parties have caused this Agreement to be duly executed as of the Effective Date.WYNN: HOLDINGS: [SIGNED] WYNN RESORT HOLDINGS, LLCStephen A. Wynn By VALVINO LAMORE, LLC Its Sole Member By WYNN RESORTS, LIMITED Its Sole Member By____________[SIGNED]_________ Its CHIEF OPERATING OFFICERSch. B - 4Sch. B - 5RIGHTS OF PUBLICITY LICENSEThis Rights of Publicity License (“Agreement”) is made and entered into this ___ day of August, 2004 (“Effective Date”), by and between STEPHENA. WYNN, an individual (“Licensor”) and WYNN RESORTS HOLDINGS, LLC, a Nevada limited liability company, with offices at 3145 Las VegasBoulevard South, Las Vegas, Nevada (“Licensee”). Initially capitalized terms each have the respective meaning defined herein.R E C I T A L SALicensor, as the former CEO of Golden Nugget Las Vegas and Mirage Resorts developed an international reputation for building and operatingbeautiful and sophisticated resort hotel gaming properties known for their world-class aesthetics, amenities and services. Licensor has regularlyappeared in commercials advertising such properties and in print and publicity photographs. To promote the Bellagio Art Collection and the WynnArt Collection, Licensor recorded the narration for gallery exhibits and tours. As a result of his activities, Licensor has become well known as apopular hotelier and gaming entrepreneur.BLicensee is a wholly-owned subsidiary of Wynn Resorts, Limited (the “Company”). Licensee was formed for the purpose of holding andadministering various rights that have been and will be developed and used by the Company, its subsidiaries, its affiliates, and any joint ventures inwhich any of them may be participants (the Company and such entities, the “Affiliates”). Licensor is CEO of the Company.CLicensor has previously granted to Licensee, pursuant to written and oral agreements, rights to use Licensor’s full name, photograph, image, andsignature in association with the activities of the Affiliates engaged in the resort hotel casino industry.DLicensee wishes to use Licensor’s Rights of Publicity in advertising, marketing, and promoting the Resorts and associated amenities operated by oneor more of the Affiliates.ELicensor and Licensee desire to supersede and replace herein their prior agreements with respect to, and to expressly set forth the terms andconditions of use of, Licensor’s Rights of Publicity to ensure that Licensee may successfully use such rights in association with, and to advertise andpromote, the world-class destination Resorts.Based upon the terms and conditions set forth herein, the parties agree as follows:9.Grant of Rights.9.1 Use in Association with Resorts. Licensor hereby grants to Licensee the exclusive, royalty-free, worldwide right to use Licensor’s fullname, photograph, likeness, image, voice, signature, distinctive mannerisms, unique characteristics, persona rights, and other personal elements that make uphis public image (“Rights of Publicity”) in connection with hotel/casino and stand-alone hotel or casino (including internet and similar or successor mediagaming) businesses, including businesses or amenities conducted (and merchandise offered) in connection therewith, such as facilities, meeting spaces, retailshopping, spas, golf courses, tennis facilities, and art galleries and products and services related thereto (“Resorts”), whether as contemplated as of theEffective Date or hereafter constructed, acquired, or operated by one or more of the Affiliates, in any medium now known or hereinafter devised or created.For purposes of clarification and without limitation to any other rights granted hereunder, the foregoing license includes the right to use the Rights ofPublicity in connection with advertising, promotion, marketing, and public relations of such Resort businesses.9.2 Use in Media. Licensor grants to Licensee the royalty-free right to use photographs, film, recordings, or video footage of Licensor inconnection with Resorts businesses of the Affiliates throughout the world and in all media and mediums now known or hereinafter devised or created. AtLicensee’s reasonable request and cost for out-of-pocket expenses, Licensor shall make himself available and otherwise reasonably cooperate with Licenseefor purposes of producing appropriate photographs, film, recordings, and video footage of Licensor for use by Licensee in accordance with this Agreement.Sch. B - 69.3 Sublicense Right. Licensor grants Licensee the right to sublicense the rights granted to Licensee in this Article 1, to Affiliates or foradvertising, promoting, or marketing the Resorts (“Sublicensees”), provided that such sublicenses shall terminate automatically at the end of the Term or,with respect to an Affiliate, if the Sublicensee ceases to be an Affiliate.10. Term. The term of this Agreement shall commence on the Effective Date and expire October 24, 2017, unless earlier terminated pursuant to thisAgreement (the “Term”). Following the Term, Licensee may continue to use the Rights of Publicity hereunder if the parties agree in writing to a royalty to bepaid by Licensee to Licensor for such continued use.10.1 Licensee’s Right to Terminate. Licensee may at any time terminate this Agreement by providing Licensor written notice of itsdecision to cease and not to recommence use and sublicensing of all such rights. This Agreement shall also automatically terminate if Licensee ceases all(without intent to resume) use and licensing of the WYNN Mark (as defined in the Surname Rights Agreement between Licensor and Licensee executedconcurrently with this Agreement (the “Surname Agreement”)).10.2 Conveyance of Materials. Upon termination of this Agreement, Licensee shall deliver to Licensor all copies of prototypes,photographs, film footage, videos, and recordings that Licensor has previously provided to Licensee that incorporate or use the Licensor’s Rights ofPublicity.11. Approval of Advertising, Marketing, and Promotional Materials. During the Term, Licensor will oversee and approve the use of all advertising,marketing, and promotional materials which incorporate the Rights of Publicity. In the event Licensor is not employed by the Company at any time duringthe Term, Licensee may continue to use the Rights of Publicity in the same manner such rights were used during the Term, but any new proposed usages ofthe Rights of Publicity shall be subject to approval pursuant to Section 4.12. Procedures Upon Disapproval or Objection to Use. After Licensor is no longer employed by the Company, new proposed usages of the Rightsof Publicity by Licensee shall be subject to the prior written consent of Licensor, such consent not to be unreasonably withheld or delayed. For avoidance ofdoubt, it shall be unreasonable for Licensor to withhold such consent if the new proposed usage is consistent in nature and form with previous usageshereunder and does not otherwise tarnish or bring into disrepute Licensor or his image or reputation. All objections shall specifically state the basis of theobjection and shall be delivered to the CEO of the Company, and the Chairman of the Audit Committee of the Board of Directors of the Company, with acopy to the Company’s General Counsel. The Company shall have 30 days following receipt of the objections or requests to respond. Thereafter, Licensorand Licensee shall meet, either personally or through representatives, in an effort to resolve the issues. If the issues cannot be resolved, they shall besubmitted to binding arbitration pursuant to Section 5.13. Arbitration.13.1 Arbitration of Disputes. All unresolved disputes, controversies, or claims arising out of or relating to this Agreement, or the breach,termination, or validity thereof (“Disputes”) shall be submitted to arbitration before a panel, composed of no less than three neutral and impartial individualshaving no affiliation or association with Licensee, the Company, or any member of the Wynn family. One arbitrator shall be selected by Licensor and onearbitrator shall be selected by Licensee within thirty (30) days of receipt by respondent of the demand for arbitration and the two selected arbitrators shallselect a third arbitrator within twenty (20) days of the appointment of the second arbitrator. The arbitration shall be held in Las Vegas, Nevada.13.2 Arbitration Procedure. The three arbitrators shall review the Dispute, receive evidence, and issue a written decision and awardindicating specifically what measures, if any, must be taken to comply with the arbitration panel’s decision. In rendering an award, the arbitrators shall followthe law of the State of Nevada and the provisions of this Agreement. The arbitrators may award injunctive relief, specific performance, and actual, directdamages with respect to the subject matter underlying the Dispute. The arbitrators may not award punitive, exemplary, consequential, or treble damages. Theparties agree that the arbitration panel shall have authority to hire an individual, or expert, to monitor compliance with the arbitration panel’s directives toensure that any required changes are implemented in accordance with the timetable set forth in the arbitration panel’s decision. The award shall be in writingand shall briefly state the findings of fact andSch. B - 7conclusions of law on which it is based. The arbitration panel shall have the authority to award reasonable attorneys’ fees and costs to the prevailing party.13.3 Governing Rules. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the AmericanArbitration Association (“AAA”). The parties shall not be obligated to choose an arbitrator from an AAA panel unless the two arbitrators selected pursuant toSection 5.1 have not selected the third arbitrator within twenty (20) days of the appointment of the second arbitrator, in which case such third arbitrator shallbe appointed in accordance with the listing, ranking, and striking provisions of the Rules.13.4 Enforcement. The arbitration panel’s decision shall be conclusive and binding in all instances and shall not be subject to appeal orjudicial review, and may be entered and enforced by any court of competent jurisdiction.14. Related Rights.14.1 Expansion of the Rights of Publicity Into Other Business Areas. In the event that Licensee wishes to use the Rights of Publicity otherthan in connection with a Resort business, Licensee may propose the terms of such license to Licensor who will engage in good faith negotiations withLicensee to enter a separate licensing agreement covering such proposed use.14.2 Use of Rights Exception. The Rights of Publicity are Licensor’s personal rights, and Licensor may use those rights other than inconnection with Resorts.15. Gaming Licenses. If (a) Licensee or any Sublicensee is denied or otherwise unable to obtain any necessary approval from any governmentregulating gaming authority (“Gaming Authorities”), or (b) any Gaming Authority prevails in any suit or proceeding against Licensee or any Sublicensee,and if the result of the foregoing clause (a) or (b) has or would have an adverse effect on Licensee or its Sublicensee (all of the foregoing such events, a“Denial”), Licensor may terminate this Agreement with respect to Licensee or such Sublicensee in connection with the Resort or other business activity thatis subject to the Denial in the jurisdiction to which such Denial applies, by written notice to Licensee; provided, however, that Licensor shall have no suchtermination right if Licensor is primarily responsible for such Denial. Licensee and its Sublicensees shall promptly, and in all events within any time limitestablished by law, regulation, or such Gaming Authority, furnish each Gaming Authority any information rightfully requested by such Gaming Authorityand shall otherwise reasonably cooperate with all Gaming Authorities. Licensee represents to Licensor that neither Licensee nor, to Licensee’s knowledge,any intended Sublicensee, is unwilling to file any necessary applications to obtain whatever approvals may be required of such persons or entities inconnection with this Agreement. To Licensee’s knowledge, neither Licensee nor any intended Sublicensee has ever engaged in any conduct or practices thatany of the foregoing persons or entities should reasonably believe would cause such person or entity to receive a Denial.16. Notices: Any notice to be given pursuant to this Agreement by either party to the other may be effected either by personal delivery in writingor by mail, registered or certified, postage prepaid, with return receipt requested, or facsimile. Notice by mail shall be sent concurrently with any facsimilenotice. Notices shall be addressed to the parties at the address specified below, but each party may change its address by written notice in accordance withthis Section. Notices delivered personally shall be deemed communicated as of actual receipt; facsimile notices (with a concurrent mailing) shall be deemedcommunicated three (3) days after mailing.To Licensor:Stephen A. Wynn1 Shadow Creek DriveNorth Las Vegas, Nevada 89031To Licensee:Wynn Resorts Holdings, LLCSch. B - 83145 Las Vegas Boulevard SouthLas Vegas, Nevada 89109 (Copy to):Wynn Resorts, Limited3145 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Attention: Legal Department17. Miscellaneous.17.1 Choice of Law. This Agreement shall be deemed to be made and shall be construed in accordance with the laws of the State ofNevada, without reference to its conflict of laws provisions.17.2 Headings. The headings contained in this Agreement are for convenience of reference only and are not to be given any legal effectand shall not affect the meaning or interpretation of this Agreement.17.3 Severability. If any portion of this Agreement is in conflict with any applicable federal or state law now in force or hereafter enacted,such provision shall become inoperative, but all other provisions of this Agreement shall remain in full force and effect.17.4 Assignment. Licensee may assign or otherwise transfer this Agreement only to an Affiliate or to the successor of all or a substantialportion of the business of Licensee relating to this Agreement, and Licensor may assign or otherwise transfer this Agreement only to his heir(s) or other personor entity that succeeds to the Right of Publicity, which successor(s) in either such case shall thereafter be deemed substituted for Licensee or Licensor,respectively, hereunder effective upon such assignment.17.5 Construction. For purposes of construction of this Agreement, the language herein shall be deemed to be the language of all parties,and no party shall be deemed to be the drafting party.17.6 Written Amendments. This Agreement may be amended only by written agreement, executed by both parties.17.7 Entire Agreement. This Agreement and the Surname Agreement constitute the entire understanding between the parties, andsupersede and replace any and all prior written and oral agreements. There are no other terms and conditions except those set forth herein. In the event of aconflict between the provisions of this Agreement or the rights granted herein and the Surname Agreement or the rights granted therein, the provisions of theSurname Agreement and the rights granted therein shall control. The parties acknowledge that the Rights of Publicity under this Agreement do not includethe WYNN Mark (as defined in the Surname Agreement), which WYNN Mark shall be governed by the Surname Agreement.Sch. B - 9In Witness Whereof, the parties have caused this Agreement to be duly executed as of the Effective Date.LICENSOR: LICENSEE: [SIGNED] WYNN RESORT HOLDINGS, LLCStephen A. Wynn By VALVINO LAMORE, LLC Its Sole Member By WYNN RESORTS, LIMITED Its Sole Member By____________[SIGNED]_________ Its CHIEF OPERATING OFFICERSch. B - 10TRADEMARK ASSIGNMENTThis Trademark Assignment (“Assignment”) is made and entered into this ___ day of August, 2004 (“Effective Date”), by and between STEPHEN A.WYNN, an individual (hereinafter “Wynn”) and WYNN RESORTS HOLDINGS, LLC, a Nevada limited liability company, with offices at 3145 Las VegasBoulevard South, Las Vegas, Nevada (“Holdings”).R E C I T A L SA.Wynn and Holdings are entering into a Surname Rights Agreement, dated the date hereof (the “Surname Rights Agreement”), which Surname RightsAgreement addresses the use and registration of the WYNN Mark in connection with Resorts (each, as defined in the Surname Rights Agreement).B.Pursuant to the Surname Rights Agreement, Wynn has agreed to assign, and Holdings has agreed to acquire, all right, title, and interest that Wynnpossesses worldwide in the WYNN Mark in connection with Resorts.NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Wynn hereby transfers, assigns,conveys, delivers, and sets over to Holdings all of Wynn’s right, title, and interest worldwide in and to the WYNN Mark in association with Resorts, allgoodwill associated therewith, and all causes of action (either in law or equity), and the right to sue, counterclaim, and recover for past, present, and futureinfringement, dilution, or misappropriation of the Wynn Mark in connection with Resorts, and all rights corresponding thereto throughout the world. Wynnfurther agrees to cause to be performed such lawful acts and to execute such further assignments and other documents as Holdings may request to effectuatefully this Assignment and to enable this Assignment to be recorded in any and all jurisdictions throughout the world.In Witness Whereof, the parties have caused this Assignment to be duly executed as of the Effective Date.WYNN: HOLDINGS: WYNN RESORT HOLDINGS, LLCStephen A. Wynn By VALVINO LAMORE, LLC Its Sole Member By WYNN RESORTS, LIMITED Its Sole Member By ItsSch. B - 11TERMINATION AGREEMENTThis Termination Agreement (“Termination Agreement”) is made and entered into this ___ day of August, 2004 (“Effective Date”), by and betweenSTEPHEN A. WYNN, an individual (hereinafter “Wynn”) and VALVINO LAMORE, LLC, a Nevada limited liability company, with offices at 3145 Las VegasBoulevard South, Las Vegas, Nevada (“Valvino”).R E C I T A L SA.Wynn and Wynn Resorts Holdings, LLC (“Holdings”) are entering into a Surname Rights Agreement, dated the date hereof (the “Surname RightsAgreement”), which Surname Rights Agreement addresses the use and registration of the WYNN Mark in connection with Resorts (each, as definedin the Surname Rights Agreement). Pursuant to the Surname Rights Agreement, Wynn has agreed to assign, and Holdings has agreed to acquire, allright, title, and interest that Wynn possesses worldwide in the WYNN Mark in connection with Resorts. Valvino is an affiliate of Holdings.B.Pursuant to a Trademark Consent Agreement between Wynn and Valvino, dated January 8, 2002 (the “Trademark Consent Agreement”), Valvinoand its subsidiaries were granted rights to use and register certain WYNN Marks.C.In connection with the execution of the Surname Rights Agreement, Wynn and Valvino desire to terminate the Trademark Consent Agreement, asValvino will obtain rights to use WYNN Marks directly from Holdings.NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Wynn and Valvino hereby terminatethe Trademark Consent Agreement.In Witness Whereof, the parties have caused this Termination Agreement to be duly executed as of the Effective Date.WYNN: VALVINO: VALVINO LAMORE, LLCStephen A. Wynn By WYNN RESORTS, LIMITED Its Sole Member By Its Sch. B - 12Schedule CTRADE SECRETS, DATA AND KNOW-HOW1. Customer Lists2. Marketing Concepts, Design and Coordination3. Payout Ratio Computation Formulas4. Employee Training Manuals5. Security Know How6. Casino Operations Know How7. Cash Handling Systems8. Regulatory Compliance Procedures Sch. CSchedule DLICENSING FEELicensing Fee:Licensee shall pay a Licensing Fee to Licensor equal to the greater of (i) three percent (3%) ofLicensee’s IP gross monthly revenues and (ii) US$l.5 million per month. For the avoidance of doubt,the Licensing Fee shall never be less than US$1.5 million per month unless the Licensor, in its solediscretion, permits the payment of a lesser amount.For the avoidance of doubt, a reference to “IP gross monthly revenues” refers to the Licensee’s IPgross revenues accrued at the end of each calendar month. “IP gross revenues” refers to Licensee’stotal operating revenues as adjusted by adding back (1) commissions and discounts which werenetted against the operating revenues, and (2) promotional allowances. The calculation of Licensee’soperating revenues, promotional allowances, and commissions and discounts in connection with theIP gross revenues in connection with this Agreement shall always be consistent with the Licensee’saccounting policies and International Financial Reporting Standards as in effect at December 31,2008. If any subsidiary (other than WRM) of the Licensee requires the Licensed Property, “IP grossrevenue” and “IP monthly gross revenue” will be interpreted to include the gross revenues of suchsubsidiary.Timing of Payments:The Licensing Fee shall be payable by Licensee not later than the last business day of the monthfollowing the month in which it was earned. The Licensor shall inform Licensee of the account oraccounts to be used by Licensee for payment. Sch. DExhibit 10.11.4AMENDED AND RESTATEDINTELLECTUAL PROPERTY LICENSE AGREEMENTThis Amended and Restated Intellectual Property License Agreement (“Agreement”), consisting of 46 pages, is dated as of the 19th day ofSeptember, 2009, by and among WYNN RESORTS HOLDINGS, LLC, a Nevada Limited Liability Company (hereinafter “Holdings”), WYNN RESORTS,LIMITED, a Nevada corporation (hereinafter “Limited”) and WYNN RESORTS (MACAU), S.A., a company organized and existing under the laws of MacauSpecial Administrative Region of the Peoples Republic of China (hereinafter “Licensee”). Holdings and Limited are collectively referred to herein as“Licensor”.RECITALSA.Holdings is the owner or exclusive licensee with the right to license and/or sublicense certain marks and works as defined herein includingbut not limited to the marks and works that are listed and described in attached Schedule A, and is the licensee of other third party rightsand works as defined herein that are listed and described in attached Schedule B, and certain trade secrets, data and know-how that arelisted and described in attached Schedule C (hereinafter, collectively, the “Holdings Intellectual Property”).B.Limited is the parent entity of Holdings and is the owner of certain trade secrets, data, know-how and other intangible property that arelisted and described in attached Schedule C (hereinafter, collectively the “Limited Intellectual Property”). The Holdings IntellectualProperty and the Limited Intellectual Property are collectively referred to herein as the “Licensed Property”.C.Licensee is a subsidiary of Limited and was established to own and operate one or more hotel casino resorts in Macau (the “MacauOperations”) under a concession agreement with the government of Macau (the “Gaming Concession Agreement”).D.In order to successfully design, build, market, advertise, promote and operate the Macau Operations, Licensee has been licensing anddesires to continue to license the Licensed Property from the Licensor pursuant to the terms and conditions set forth in this Agreement.E.The parties entered into an Intellectual Property License Agreement dated as of January 1, 2003, which was subsequently amended by theFirst Amendment to the Intellectual Property License Agreement dated as of April 1, 2004, the Second Amendment to the IntellectualProperty License Agreement dated as of March 7, 2005 and the Third Amendment to the Intellectual Property License Agreement dated asof June 29, 2007 (hereinafter, collectively, the “Intellectual Property License Agreement”).F.The Licensor and Licensee acknowledge that if, as is proposed, one of Licensee’s indirect holding companies is listed on the Hong KongStock Exchange, after June 26, 2022, the Agreement will be subject to the listing rules of the Hong Kong Stock Exchange applicable atsuch time and may require approval by the independent shareholders of such holding company (the “Approval”).G.The parties wish to amend and restate the Intellectual Property License Agreement.Now, therefore, in consideration of the foregoing and the mutual promises contained herein, the parties have agreed as follows:1.The parties hereby amend and restate the Intellectual Property License Agreement.2.License. The Licensor grants the following licenses to the Licensee at the location specified herein.2.01Licensor provides to Licensee a non-exclusive license and/or non-exclusive sublicense to use the marks and works owned, orwhich will be owned, by the Licensor including but not limited to the marks and works listed in Schedule A, attached hereto, inconnection with the operation, advertising, promotion, distribution1and services of the Macau Operations. The foregoing licenses granted in this Paragraph 2.01 shall hereinafter be known as the“Trademark License”.2.02Licensor provides Licensee a non-exclusive sublicense to the works listed in Schedule B, attached hereto, in connection with theoperation, advertising, promotion, distribution and services of the Macau Operations. The foregoing licenses granted in thisParagraph 2.02 shall hereinafter be known as the “Copyright and Persona License.”2.03Licensor provides to Licensee a non-exclusive license to use the data, trade secrets and know-how listed in Schedule C, attachedhereto, developed by the Licensor and its employees, officers, directors and representatives, and such future items as may beprovided from time to time for use in connection with the operation, advertising, promotion, distribution and services of theMacau Operations. Licensor shall pay all costs associated with the development of such data, trade secrets and know-how and shallalso be responsible for providing Licensee updates or upgrades to such materials. Licensee shall reimburse all installation and/ortraining costs incurred by Licensor in connection with providing Licensee such information. The foregoing license shallhereinafter be known as the “Trade Secret and Know-How License.”2.04Notwithstanding any other provision of this Agreement, including, without limitation, Sections 2.01 and 2.02 hereof, Licenseeshall have the right to sublicense any or all of its rights under the Trademark License and the Copyright and Persona License toany sublessee permitted under the leases with respect to the hotel locations of the Licensee (“Approved Sublessee”) located inMacau. The Trade Secret and Know-How License may not be sublicensed by the Licensee.2.05Licensee shall have the right to sublicense all of its rights and licenses granted pursuant to the Trademark License and theCopyright and Persona License in order to have persons other than Licensee produce and manufacture promotional products or thepackaging thereof. Licensee will identify its products and manufacturers for the products to Licensor upon request. Licensee agreesthat any person or entity licensed to manufacture such products shall be prohibited from manufacturing, producing, selling,distributing, or shipping products other than to the Licensee, the Licensor, or Approved Sublessees. Licensee further agrees toenforce such prohibition at its own expense and upon reasonable demand by Licensor.3.License Term and Location.3.01This Agreement and the payments required hereunder shall be effective as of June, 2002 and shall continue as to all non-expiredand non-terminated locations, or until otherwise terminated under the provisions of this Agreement.3.02This Agreement is specific to the Licensee's operations located in Macau, but shall include the right to use the Licensed Propertyin all advertising, promotion and marketing materials worldwide and in any and all mediums now known or hereafter devised.4.Royalties.4.01Licensee shall pay to Licensor an aggregate monthly licensing fee (the “Licensing Fee”) for each of the licenses granted herein inthe amount and in accordance with the payment schedule set forth in Schedule D. Any withholding taxes associated with suchpayments shall be made by Licensee and shall not be withheld from the payments described on Schedule D.5.Quality Control.5.01Licensee agrees that the facilities, amenities, services and goods covered by this Agreement will be of high quality and that suchamenities, services and products will be designed, manufactured, sold and distributed in full and complete compliance with2all applicable laws of Macau. To this end, Licensee shall, before opening to the public and before advertising or promoting itshotel casino resort services to the public, first request that the Licensor inspect and approve (i) the facilities, and such approvalshall not be unreasonably withheld; and (ii) any and all advertising, promotion, public relations material, merchandise, orpromotional products (“Product Sample”) before manufacture or production. Any Product Sample that contains any of theLicensed Property submitted to Licensor shall be deemed approved unless Licensor disapproves the same in writing within thirty(30) days after receipt by Licensor.5.02All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance withprevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules and regulations. To the extent that theLicensor's obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees toaccept and comply, upon reasonable written notice, with such quality control provisions as may be required under the Licensor'slicense agreements with third parties from whom Licensor has obtained the rights to the Licensed Property.5.03Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation ofLicensor and any third party from whom Licensor has obtained such rights, including but not limited to the parties to theagreements listed on Schedule B. Accordingly, Licensee agrees to offer amenities or facilities of high quality standards and not tosell defective products (seconds) which bear the marks of the Licensed Property.5.04Licensee agrees to operate the Macau Operations in a manner which meets or exceeds the following minimum quality standards:(a) the business shall be operated in compliance with all Macau laws, the Gaming Concession Agreement and regulations,including, but not limited to, health, safety, fire and business codes, tax laws, gaming laws and labor codes; (b) the business shallmaintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall beconducted in a professional and reputable manner, reasonably free from consumer complaints; (d) the premises shall be maintainedin a pristine manner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food andbeverage services shall maintain the highest possible rating for cleanliness established by the governing entity for the site; (e) thebusiness shall be operated in a manner that does not tarnish or diminish the value of the goodwill represented by the LicensedProperty; and (f) the business shall be operated in a manner that does not adversely affect the goodwill or reputation of theLicensor and its affiliates or the Licensor’s and its affiliates’ ability to obtain or maintain licenses from any regulatory authority,including the Nevada Gaming Commission.5.05Licensor (directly or through its authorized agents) shall have the right to inspect the premises upon reasonable notice, at any time.If, at any time, the Licensee fails to operate the Macau Operations in conformity with the quality standards set forth herein,Licensor shall notify Licensee in writing of any such deficiency. Licensee shall have thirty (30) days within which to cure suchdeficiency. If the Licensee fails to cure any such failure, then Licensor may, at its option, cure the failure and charge the Licenseefor the expense of doing so. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made agood faith effort to effect the cure, Licensor may extend the period to cure for a reasonable time, at Licensor's sole and absolutediscretion.6.Goodwill. All goodwill arising from the use of the Licensed Property shall inure to the benefit of the Licensor, or the party from whom the Licensorobtained its rights.7.Use of Licensed Property and Persona7.01Licensee shall comply, within a period not to exceed thirty (30) days, with the commercially reasonable conditions set forth by theLicensor, in writing, from time3to time, with respect to the style, appearance and manner of use of the Licensed Property and any trade secrets, data and know-howprovided to the Licensee pursuant to this Agreement. The Licensee may not make any use of the Licensed Property that is not incompliance with this Agreement, unless Licensee obtains the prior written permission of Licensor. Licensor may, at its option,require that the Licensee, at Licensee's cost, place a notice or notices acceptable to the Licensor of the Licensor's respectiveregistration of the marks, works or persona rights.7.02Licensee shall provide Licensor for prior approval copies of all print advertisements and marketing materials containing any of theLicensed Property prior to printing, publishing or distribution. Licensor shall not unreasonably withhold approval of suchadvertisements or marketing materials, and any disapproval shall specify the basis for such disapproval. In the event that theLicensor does not approve or disapprove of such use within thirty (30) days of receipt, the use shall be deemed to be approved.7.03Licensee agrees not to use any of the Licensed Property in connection with any other trademark or service mark not owned byLicensor without the express written permission of Licensor. Licensor shall not unreasonably withhold approval of such use, andany disapproval shall be in writing specifying the basis for the disapproval. In the event that the Licensor does not approve ordisapprove such request within thirty (30) days of receipt, such request shall be deemed approved.7.04Licensee will not permit any person or entity that leases, subleases or rents any portion of the Macau Operations, to use any of theLicensed Property without a written agreement.8.Termination.8.01Upon any breach of this Agreement by the Licensor, the Licensee shall provide written notice to the Licensor, describing thenature of the breach. Except as provided in Paragraph 8.04 herein, the Licensor shall have ten (10) days within which to cure thebreach. If the breach is not cured within that period of time, the Licensee may elect to terminate this Agreement. In the event thatthe cure cannot be accomplished within ten (10) days, but the Licensor has made a good faith effort to effect the cure, Licenseemay extend the period to cure for a reasonable time, at Licensee’s sole and absolute discretion. Termination of the Agreement iseffective upon receipt by the Licensor of the written notice of termination.8.02Upon any material breach of this Agreement by the Licensee, the Licensor shall provide written notice to the Licensee, describingthe nature of the material breach. Except as provided in Paragraph 8.04 herein, the Licensee shall have thirty (30) days withinwhich to cure the material breach. If the material breach is not cured within that period of time, the Licensor may elect to terminatethis Agreement. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faitheffort to effect the cure, Licensor may extend the period to cure for ninety (90) days, at Licensor’s sole and absolute discretion.Termination of the Agreement is effective upon receipt by the Licensee of the written notice of termination.8.03The Licensor may require the Licensee to terminate any license granted hereunder to any approved third party licensee, or othersublicensee, if any such approved third party licensee, or other sublicensee (a) materially breaches this license and fails to cure thebreach upon thirty (30) days notice from Licensor; or (b) becomes insolvent or bankrupt. Licensor may, in its sole and absolutediscretion, first seek to cure any such breach or failure prior to termination, but any such attempt to cure shall not restrict theLicensor’s right at any time to require termination as to the third party licensee or other sublicensee as otherwise provided in thisSection.8.04Licensee acknowledges that Licensor and its affiliated companies conduct businesses that are subject to and exist because ofprivileged gaming licenses issued by governmental authorities. Licensee agrees that the Licensor shall have the right to4terminate this Agreement in the event (1)(i) any such privileged license is suspended or revoked, or (ii) the Licensor in good faithdeems that the acts of the Licensee jeopardize any such privileged license, or the gaming business activities of the Licensor, or itsaffiliated companies (in each case, the “Relevant Event”); and (2) the Relevant Event continues for thirty (30) consecutive daysafter written notice has been provided to the Licensee describing the nature of the event or activity creating the problem for theprivileged license.8.05Upon the termination of any agreement between Licensor and any third party for the license of any of the Licensed Property,including but not limited to termination of any of the agreements listed on Schedule B, the portions of this Agreement relating to(or granting a license pursuant to) such terminated agreement shall concurrently terminate, without affecting any other provisionsof this Agreement (including the Licensing Fee) provided that the Licensor shall not exercise its right to terminate any of theirrights to the Licensed Property, including but not limited to the termination of the agreements listed in Schedule B without theprior written consent of the Licensee and any of its third party licensees.8.06This Agreement shall automatically terminate three months after the occurrence of any of the events where: (1) Limited ceases tohold or have the right to exercise more than 50% voting rights to the ordinary shares in the Licensee; or (2) after June 26, 2022, theApproval is required and the requisite level of the Company’s independent shareholders’ votes to continue the IP LicenseArrangement is not obtained at the shareholders’ meeting of the Company.9.Indemnification.9.01Licensee agrees to obtain, or cause to be obtained, once prior to the opening of its first casino resort hotel insurance whichprovides personal injury and property damage and product liability coverage for any and all claims, suits, losses and damagesarising out of the operation of the Licensee's premises and sale of promotional merchandise, including coverage for any claims,suits, losses or damage arising out of negligence concerning the design, manufacture, distribution and sale of such promotionalmerchandise, from an insurance company, acceptable to Limited, providing coverage and defense. The coverage for eachoccurrence shall be at least US$5,000,000 with the deductible or self-insurance retention not greater than US$100,000 or such insuch other amounts as Limited may advise Licensee. Licensee shall maintain or cause to be maintained public liability insurancecoverage during the term of this Agreement. Licensor shall be named as an additional insured and shall receive notice of anycancellation of insurance from the insurance carrier not less than 30 days prior to effective date of such cancellation.9.02Licensor shall defend, indemnify and hold Licensee and all of Licensee's directors, officers, employees, agents, affiliates,sublicensees, sublessors and assigns (collectively, the “Licensed Protected Parties”) harmless from and against any demand, claimsand losses arising from any third party claim alleging infringement of Licensed Property.9.03Licensee shall defend, indemnify and hold Licensor and its directors, officers, employees, agents and affiliates (collectively,“Licensor's Protected Parties”) harmless from and against any and all demands, claims, losses or damages by reason of premiseliability or product defect or negligent design or manufacture by or for the Licensee, or arising from the Licensee's operation of theMacau Operations.10.Notices. Except as otherwise set forth herein, any notices, statements or payments required to be made or given under this Agreement shall handdelivered or sent via registered mail, postage prepaid or by facsimile, to the following persons and addresses which may change or bemodified at any time in writing by the receiving parties. 5To Holdings: Wynn Resorts Holdings, LLC3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, United States Fax No.: (702) 770 8867 Attention: Ms. Kim SinatraTo Limited:Wynn Resorts, Limited3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, United States Fax No.: (702) 770 8867 Attn: Ms. Kim SinatraTo Licensee:Wynn Resorts (Macau), S.ARua Cidade de SintraMacau SARFax No: (853) 8986 5500 Attn: Mr. Jason M. Schall(Copy To)Wynn Resorts (Macau), S.A3131 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Fax No: (702) 770 8867Attn: Ms. Kim Sinatra11.Miscellaneous.11.01The parties each represent and warrant to the other that their own officer, or other duly authorized representative executing thisAgreement, has the full power and authority to do so on their behalf.11.02This Agreement shall be construed without regard to the rule of presumption requiring construction against the party who draftedthe agreement, or caused it to be drafted. Neither party shall be deemed to be the drafting party. The parties hereto shall, and theyhereby do, waive trial by jury with respect to any action brought by a party hereto against any other party or to any other matterarising out of or in any way connected with the Licensed Property.11.03The parties agree that they have each read and understand this Agreement; they understand its content and meaning; and theyhave executed it of their own free will in accordance with their own judgment, after having the opportunity to obtain the advice ofcounsel and having actually received the advice of counsel. The parties acknowledge that they have not been coerced, influencedor induced to execute this Agreement by any improper action.11.04To facilitate the execution of this Agreement by the parties, the parties may execute it in subparts, and the signature transmitted byfacsimile shall have the same force and effect as the original signature.11.05This Agreement shall be subject to, governed by and construed according to the laws of Nevada or, where applicable, federalstatutory and common law. Any dispute regarding or relating to this Agreement shall be non-exclusively adjudicated in a court ofcompetent jurisdiction in the State of Nevada.11.06No term or provision hereof shall be construed to be waived by any party, and no breach shall be excused by a party, unless suchwaiver or consent in writing, signed on behalf of the party against whom the waiver is asserted. No consent by either party to, orwaiver of, a breach by either party, whether express or implied, will6constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by any party.11.07The schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of thisAgreement, and any reference to this Agreement shall include the schedules.11.08This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes allprior negotiations and agreements unless otherwise provided. Each party acknowledges and agrees by executing this Agreementthat it is not relying upon any representation or promise whatsoever that is not contained herein and that any such representationor promise is acknowledged to be immaterial. Accordingly, each party to this Agreement waives the defense or claims of fraud ininducement or mistake of law or fact to any claim arising out of, based on, or related to this Agreement, except with respect to theexpress representations set forth in this Agreement.[signature pages to follow]7In Witness Whereof, the parties have caused this Agreement to be duly executed as of the day and year first above writtenFor and on behalf of )WYNN RESORTS, LIMITED )in the presence of: ) /s/ Matthew MaddoxMatthew MaddoxGeneral Authorized Signatory /s/ Edwina Wing Lam IpName of Witness: Edwina Wing Lam Ip /s/ Jason M. SchallJason M. SchallGeneral Authorized SignatoryIn Witness Whereof, the parties have caused this Agreement to be duly executed as of the day and year first above writtenFor and on behalf of )WYNN RESORTS HOLDINGS, LLC )by Wynn Resorts, Limited, its sole member )in the presence of: ) /s/ Matthew MaddoxMatthew MaddoxChief Financial Officer - Wynn Resorts, Limited /s/ Edwina Wing Lam IpName of Witness: Edwina Wing Lam Ip In Witness Whereof, the parties have caused this Agreement to be duly executed as of the day and year first above writtenFor and on behalf of )WYNN RESORTS (MACAU) S.A. )in the presence of: ) /s/ Ian Michael CoughlanIan Michael CoughlanPresident of Wynn Resorts (Macau) S.A./s/ Edwina Wing Lam IpName of Witness: Edwina Wing Lam Ip Schedule ALICENSORS MARKS AND WORKSSch. AEXHIBIT AWYNN RESORTS FEDERAL TRADEMARK STATUS REPORTSTrademark NameClassStatusYour File #Serial/Reg.#PageWynn Macau41Pending410.0017178/266,07857Wynn Macau41Pending410.0017078/266,07758Wynn Macau43Pending410.0017378/266,08758Wynn Macau43Pending410.0017278/266,08359Wynn.Macau41Pending410.0030676/560,24666Wynn.Macau43Pending410.0030776/560,24467Wynn.Macau41Pending410.0030876/560,24467Wynn.Macau (and design)43Pending410.0030976/560,24868Trademark NameCountryCodeClassStatusYour File #Serial/Reg.#PageWynn MacauEU25, 41, 43Pending410.003881134879Wynn MacauMO41Pending410.00218Not Yet Assigned17Wynn MacauMO43Pending410.00219Not Yet Assigned17DOMAIN NAMESDomain NamePropertyRegistrarExp DateAdmin EmailRegistered OwnerMemowynnmacau.bizWynn ResortsTucows7/10/04 Wynn Resorts, LLCNo: Companyownedwynnmacau.comWynn ResortsTucows7/11/04webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.com.cnWynn ResortsTucows1/8/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.com.phWynn ResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.com.sgWynnResortsWebvision3/4/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.infoWynnResortsTucows7/11/04 Wynn Resorts, LLCNo: CompanyOwnedwynnmacau.netWynnResortsTucows7/11/05webmaster@wynnresorts.comWynn Resorts, LLCNo: CompanyOwnedwynnmacau.net.cnWynnResortsTucows1/7/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.net.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.orgWynnResortsTucows7/11/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.org.cnWynnResortsTucows1/7/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.org.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.usWynnResortsiholdings.com7/14/04 Wynn Resorts, LLCNo: CompanyOwnedwynnmacau.wsWynnResortsWebsite.ws12/19/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortmacau.bizWynnResortsTucows7/17/04 Wynn Resorts, LLCNo: CompanyOwnedwynnresortmacau.comWynnResortsTucows10/4/04webmaster@wynnresorts.comWynn Resorts, LLCNo: CompanyOwnedwynnresortmacau.infoWynnResortsTucows7/18/04 Wynn Resorts, LLCNo: CompanyOwnedwynnresortmacau.netWynnResortsTucows10/4/04webmaster@wynnresorts.comWynn Resorts, LLCNo: CompanyOwnedwynnresortmacau.orgWynnResortsTucows10/2/04webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.au.comWynnResortsNetRegistry2/10/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.comWynnResortsTucows3/20/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.com.auWynnResortsMelbourne IT2/5/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.com.cnWynnResortsTucows1/7/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.com.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.com.sgWynnResortsWebvisions3/4/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.in.thWynnResortsTHNIC2/13/05 International LegalCounsellors Thailand,authoriNo: CompanyOwnedwynnresortsmacau.infoWynnResortsTucows7/11/04 Wynn Resorts, LLCNo: CompanyOwnedwynnresortsmacau.netWynnResortsTucows3/20/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.net.cnWynnResortsTucows1/7/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.net.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.orgWynnResortsTucows3/20/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.org.cnWynnResortsTucows1/7/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.org.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.usWynnResortsiholdings.com7/14/04 Wynn Resorts, LLCNo: CompanyOwnedwynnresortsmacau.wsWynnResortsWebsite.ws12/19/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.com.sgWynnResortsWebvisions3/4/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.com.sgWynnResortsWebvisions3/4/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.comWynnResortsTucows3/20/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.netWynnResortsTucows3/24/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.orgWynnResortsTucows3/20/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.bizWynnResortsTucows7/10/04 Wynn Resorts, LLCNo: CompanyOwnedwynnmacau.comWynnResortsTucows7/11/04webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.infoWynnResortsTucows7/11/04 Wynn Resorts, LLCNo: CompanyOwnedwynnresortsmacau.infoWynnResortsTucows7/11/04 Wynn Resorts, LLCNo: CompanyOwnedwynnmacau.usWynnResortsiholdings.com7/14/04 Wynn Resorts, LLCNo: CompanyOwnedwynnresortmacau.bizWynnResortsTucows7/17/04 Wynn Resorts, LLCNo: CompanyOwnedwynnresortmacau.infoWynnResortsTucows7/18/04 Wynn Resorts, LLCNo: CompanyOwnedwynnresortmacau.orgWynnResortsTucows10/2/04webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortmacau.orgWynnResortsTucows10/4/04webmaster@wynnresorts.comWynn Resorts, LLCNo: CompanyOwnedwynnresortmacau.netWynnResortsTucows10/4/04webmaster@wynnresorts.comWynn Resorts, LLCNo: CompanyOwnedwynnmacau.wsWynnResortsWebsite.ws12/19/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.wsWynnResortsWebsite.ws12/24/04 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.net.cnWynnResortsTucows1/7/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.org.cnWynnResortsTucows1/7/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.com.cnWynnResortsTucows1/7/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.net.cnWynnResortsTucows1/7/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.org.cnWynnResortsTucows1/7/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.com.cnWynnResortsTucows1/8/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.com.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.net.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.org.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnmacau.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.com.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.net.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.org.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.phWynnResortsDomains.ph1/28/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.com.auWynnResortsMelbourne IT2/5/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.au.comWynnResortsNetRegistry2/10/05 Wynn Resorts Holdings,LLCNo: CompanyOwnedwynnresortsmacau.in.thWynnResortsTHNIC2/13/05 Itrnt’l Leg CounsellorsThailandNo: CompanyOwnedwynnmacau.netWynnResortsTucows7/11/05webmaster@wynnresorts.comWynn Resorts, LLCNo: CompanyOwnedwynnmacau.orgWynnResortsTucows7/11/05webmaster@wynnresorts.comWynn Resorts Holdings,LLCNo: CompanyOwnedSchedule BSch. BSURNAME RIGHTS AGREEMENTThis Surname Rights Agreement (“Agreement”) is made and entered into this 6th day of August, 2004 (“Effective Date”), by and between STEPHENA. WYNN, an individual (hereinafter “Wynn”) and WYNN RESORTS HOLDINGS, LLC, a Nevada limited liability company, with offices at 3145 Las VegasBoulevard South, Las Vegas, Nevada (“Holdings”). Initially capitalized terms each have the respective meaning defined herein.R E C I T A L SA.Wynn, as the former CEO of Golden Nugget Las Vegas and Mirage Resorts, developed an international reputation for building and operatingbeautiful and sophisticated resort hotel gaming properties known for their world-class aesthetics, amenities, and services.B.Holdings is a wholly-owned subsidiary of Wynn Resorts, Limited (the “Company”). Holdings was formed for the purpose of holding andadministering various rights that have been and will be developed and used by the Company, its subsidiaries, its affiliates, and any joint ventures inwhich any of them may be participants (the Company and such entities, the “Affiliates”). Wynn is CEO of the Company.C.Wynn has previously granted to Holdings, pursuant to written and oral agreements, rights to use Wynn’s surname in association with the activities ofthe Affiliates engaged in the resort hotel casino industry.D.Holdings owns rights in and pending trademark and service mark applications for marks incorporating the name and mark WYNN (the “WYNNMark”) in association with hotel/casino and stand-alone hotel or casino (including internet and similar or successor media gaming) businesses,including businesses or amenities conducted (and merchandise offered) in connection therewith, such as facilities, meeting spaces, retail shopping,spas, golf courses, tennis facilities, and art galleries and products and services related thereto (“Resorts”). Wynn executed a consent to register thename of a living person, dated January 8, 2002, in connection with Holdings’ filings for the WYNN Mark, and Wynn has prior to or simultaneouslywith the execution hereof executed an assignment of the right, title, and interest that Wynn possesses in the WYNN Mark in association withResorts.E.Wynn and Holdings desire to supersede and replace herein their prior agreements with respect to, and to expressly set forth the terms and conditionsof use of, the WYNN Mark to ensure that Holdings may successfully use such rights in association with (including to advertise and promote) theCompany’s world-class destination Resorts.Based upon the terms and conditions set forth herein, the parties agree as follows:1.Acknowledgement of Rights.1.1 Company Name Rights. Wynn acknowledges that Holdings is the owner of the WYNN Mark in association with Resorts, and thatHoldings has the exclusive right to use and/or license the use of the WYNN Mark as or as part of a company name, trademarks and service marks, and as astock symbol for purposes of publicly traded stock of the Company.1.2 Trademark and Service Mark Use and Registration Rights. Wynn hereby consents to Holdings’ filing for and obtaining state, federal,and foreign registrations in the WYNN Mark for use in association with the design, development, construction, and operation of Resorts throughout theworld.1.3 Additional Registration Rights. Wynn hereby acknowledges that Holdings has the right to use and register the WYNN Mark inconjunction with signs, logos, trade dress, prefix or suffix words, slogans, and phrases in association with the design, development, construction, andoperation of Resorts throughout the world, together with the right to maintain and enforce such rights and registrations.Sch. B - 11.4 Scope of Rights. Holdings agrees that it shall grant licenses to the WYNN Mark solely to the Affiliates or for advertising, promoting,or marketing the Resorts (“Licensees”), provided that such licenses shall terminate automatically upon Holdings’ termination of this Agreement or, withrespect to an Affiliate, if the Licensee ceases to be an Affiliate.1.5 Retained Rights of Wynn. The parties acknowledge that Wynn retains rights in the WYNN Mark other than in association withResorts. Wynn shall not use or register, nor grant other persons or entities rights to use or register, the WYNN Mark, or any variation or derivative thereof, in amanner that is confusingly similar to Holdings’ use and registration hereunder, or in a manner that is likely to negatively reflect upon such use or registrationby Holdings.1.6 Expansion of WYNN Marks by Holdings Into Other Business Areas. In the event that Holdings wishes to use the WYNN Marks otherthan in connection with a Resort business, Holdings may propose the terms of such use to Wynn who will engage in good faith negotiations with Holdings toenter a separate agreement covering such proposed use.1.7 Holdings’ Right to Terminate. Holdings may at any time terminate this Agreement by providing Wynn written notice of its decision tocease and to not recommence use and licensing of the WYNN Mark. This Agreement shall also automatically terminate if Holdings ceases (without intent toresume) all use and licensing of the WYNN Mark, upon which occurrence Holdings shall assign all of its right, title, and interest in the WYNN Mark to Wynn.2. Term. The term of the rights granted or acknowledged herein shall be perpetual and shall survive Wynn.3. Consideration. Wynn acknowledges and agrees that the rights granted or acknowledged herein are paid in full, and that adequate considerationhas been received by Wynn for the rights granted or acknowledged herein.4. Gaming Licenses. If (a) Holdings or any Licensee is denied or otherwise unable to obtain any necessary approval from any governmentregulating gaming authority (“Gaming Authorities”), or (b) any Gaming Authority prevails in any suit or proceeding against Holdings or any Licensee, and ifthe result of the foregoing clause (a) or (b) has or would have an adverse effect on Holdings or its Licensee (all of the foregoing such events, a “Denial”),Holdings or such Licensee shall cease use of the WYNN Mark in association with the Resort or other business activity that is subject to the Denial in thejurisdiction to which such Denial applies, promptly upon written notice by Wynn to Holdings; provided, however, that Holdings and the Licensee shall haveno such obligation to cease such use if Wynn is primarily responsible for such Denial. Holdings and its Licensees shall promptly, and in all events within anytime limit established by law, regulation, or such Gaming Authority, furnish each Gaming Authority any information rightfully requested by such GamingAuthority and shall otherwise reasonably cooperate with all Gaming Authorities. Holdings represents to Wynn that neither Holdings nor, to Holdings’knowledge, any intended Licensee, is unwilling to file any necessary applications to obtain whatever approvals may be required of such persons or entities inconnection with this Agreement. To Holdings’ knowledge, neither Holdings nor any intended Licensee has ever engaged in any conduct or practices that anyof the foregoing persons or entities should reasonably believe would cause such person or entity to receive a Denial.5. Quality Control. In order to ensure that the public continues to associate the WYNN Mark with high quality services in the Resort industry,Holdings agrees to maintain and enforce quality control standards, as follows:5.1 Creation of Standards. For so long as Wynn is CEO of the Company, he will have principal responsibility for overseeing the qualitycontrol standards for all Resorts which bear in its name or otherwise use as a principal brand the WYNN Mark (the “Quality Control Standards”).5.2 Enforcement of Quality Standards. At such time that Wynn is not the CEO of the Company, Wynn shall have a right to reasonablyobject to Holdings regarding the Quality Control Standards if at any time such Quality Control Standards, to the extent applicable, are not at least equivalentto those QualitySch. B - 2Control Standards maintained immediately prior to Wynn’s departure as CEO of the Company, subject to reasonable wear and tear to the Resorts followingWynn’s departure as CEO of the Company.6. Arbitration.6.1 Arbitration of Disputes. All unresolved disputes, controversies, or claims arising out of or relating to this Agreement, or the breach,termination, or validity thereof (“Disputes”) shall be submitted to arbitration before a panel, composed of no less than three neutral and impartial individualshaving no affiliation or association with Holdings, the Company, any Licensee, or any member of the Wynn family. One arbitrator shall be selected by Wynnand one arbitrator shall be selected by Holdings within thirty (30) days of receipt by respondent of the demand for arbitration and the two selected arbitratorsshall select a third arbitrator within twenty (20) days of the appointment of the second arbitrator. The arbitration shall be held in Las Vegas, Nevada.6.2 Arbitration Procedure. The three arbitrators shall review the Dispute, receive evidence, and issue a written decision and awardindicating specifically what measures, if any, must be taken to comply with the arbitration panel’s decision. In rendering an award, the arbitrators shall followthe law of the State of Nevada and the provisions of this Agreement. The arbitrators may award injunctive relief, specific performance, and actual, directdamages with respect to the subject matter underlying the Dispute. The arbitrators may not award punitive, exemplary, consequential, or treble damages. Theparties agree that the arbitration panel shall have authority to hire an individual, or expert, to monitor compliance with the arbitration panel’s directives toensure that any required changes are implemented in accordance with the timetable set forth in the arbitration panel’s decision. The award shall be in writingand shall briefly state the findings of fact and conclusions of law on which it is based. The arbitration panel shall have the authority to award reasonableattorneys’ fees and costs to the prevailing party.6.3 Governing Rules. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the “Rules”) of theAmerican Arbitration Association (“AAA”). The parties shall not be obligated to choose an arbitrator from an AAA panel unless the two arbitrators selectedpursuant to Section 6.1 have not selected the third arbitrator within twenty (20) days of the appointment of the second arbitrator, in which case such thirdarbitrator shall be appointed in accordance with the listing, ranking, and striking provisions of the Rules.6.4 Enforcement. The arbitration panel’s decision shall be conclusive and binding in all instances and shall not be subject to appeal orjudicial review, and may be entered and enforced by any court of competent jurisdiction.7. Notices: Any notice to be given pursuant to this Agreement by either party to the other may be effected either by personal delivery in writing orby mail, registered or certified, postage prepaid, with return receipt requested, or facsimile. Notice by mail shall be sent concurrently with any facsimilenotice. Notices shall be addressed to the parties at the address specified below, but each party may change its address by written notice in accordance withthis paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; facsimile notices (with a concurrent mailing) shall bedeemed communicated three (3) days after mailing.To Wynn:Stephen A. Wynn1 Shadow Creek DriveNorth Las Vegas, Nevada 89031To Holdings:Wynn Resorts Holdings, LLC3145 Las Vegas Boulevard SouthLas Vegas, Nevada 89109(Copy to):Sch. B - 3Wynn Resorts, Limited3145 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Attention: Legal Department8. Miscellaneous.8.1 Choice of Law. This Agreement shall be deemed to be made and shall be construed in accordance with the laws of the State of Nevada,without reference to its conflict of laws provisions.8.2 Headings. The headings contained in this Agreement are for convenience of reference only and are not to be given any legal effect andshall not affect the meaning or interpretation of this Agreement.8.3 Severability. If any portion of this Agreement is in conflict with any applicable federal or state law now in force or hereafter enacted,such provision shall become inoperative, but all other provisions of this Agreement shall remain in full force and effect.8.4 Assignment. Holdings may assign or otherwise transfer this Agreement only to an Affiliate or to the successor of all or a substantialportion of the business of Holdings relating to this Agreement, and Wynn may assign or otherwise transfer this Agreement only to his heir(s) or other personor entity that succeeds to any rights that Wynn retains with respect to the WYNN Mark (which rights are expressly set forth herein), which successor(s) ineither such case shall thereafter be deemed substituted for Holdings or Wynn, respectively, hereunder effective upon such assignment.8.5 Construction. For purposes of construction of this Agreement, the language herein shall be deemed to be the language of all parties,and no party shall be deemed to be the drafting party.8.6 Written Amendments. This Agreement may be amended only by written agreement, executed by both parties.8.7 Entire Agreement. This Agreement constitutes the entire understanding between the parties, and supersedes and replaces any and allprior written and oral agreements. There are no other terms and conditions except those set forth herein. Wynn shall execute any documents reasonablyrequested by Holdings to secure, perfect, or confirm the rights of Holdings in the WYNN Mark.In Witness Whereof, the parties have caused this Agreement to be duly executed as of the Effective Date.WYNN: HOLDINGS: [SIGNED] WYNN RESORT HOLDINGS, LLCStephen A. Wynn By VALVINO LAMORE, LLC Its Sole Member By WYNN RESORTS, LIMITED Its Sole Member By____________[SIGNED]_________ Its CHIEF OPERATING OFFICERSch. B - 4RIGHTS OF PUBLICITY LICENSEThis Rights of Publicity License (“Agreement”) is made and entered into this ___ day of August, 2004 (“Effective Date”), by and between STEPHENA. WYNN, an individual (“Licensor”) and WYNN RESORTS HOLDINGS, LLC, a Nevada limited liability company, with offices at 3145 Las VegasBoulevard South, Las Vegas, Nevada (“Licensee”). Initially capitalized terms each have the respective meaning defined herein.R E C I T A L SALicensor, as the former CEO of Golden Nugget Las Vegas and Mirage Resorts developed an international reputation for building and operatingbeautiful and sophisticated resort hotel gaming properties known for their world-class aesthetics, amenities and services. Licensor has regularlyappeared in commercials advertising such properties and in print and publicity photographs. To promote the Bellagio Art Collection and the WynnArt Collection, Licensor recorded the narration for gallery exhibits and tours. As a result of his activities, Licensor has become well known as apopular hotelier and gaming entrepreneur.BLicensee is a wholly-owned subsidiary of Wynn Resorts, Limited (the “Company”). Licensee was formed for the purpose of holding andadministering various rights that have been and will be developed and used by the Company, its subsidiaries, its affiliates, and any joint ventures inwhich any of them may be participants (the Company and such entities, the “Affiliates”). Licensor is CEO of the Company.CLicensor has previously granted to Licensee, pursuant to written and oral agreements, rights to use Licensor’s full name, photograph, image, andsignature in association with the activities of the Affiliates engaged in the resort hotel casino industry.DLicensee wishes to use Licensor’s Rights of Publicity in advertising, marketing, and promoting the Resorts and associated amenities operated by oneor more of the Affiliates.ELicensor and Licensee desire to supersede and replace herein their prior agreements with respect to, and to expressly set forth the terms andconditions of use of, Licensor’s Rights of Publicity to ensure that Licensee may successfully use such rights in association with, and to advertise andpromote, the world-class destination Resorts.Based upon the terms and conditions set forth herein, the parties agree as follows:1.Grant of Rights.1.1 Use in Association with Resorts. Licensor hereby grants to Licensee the exclusive, royalty-free, worldwide right to use Licensor’s fullname, photograph, likeness, image, voice, signature, distinctive mannerisms, unique characteristics, persona rights, and other personal elements that make uphis public image (“Rights of Publicity”) in connection with hotel/casino and stand-alone hotel or casino (including internet and similar or successor mediagaming) businesses, including businesses or amenities conducted (and merchandise offered) in connection therewith, such as facilities, meeting spaces, retailshopping, spas, golf courses, tennis facilities, and art galleries and products and services related thereto (“Resorts”), whether as contemplated as of theEffective Date or hereafter constructed, acquired, or operated by one or more of the Affiliates, in any medium now known or hereinafter devised or created.For purposes of clarification and without limitation to any other rights granted hereunder, the foregoing license includes the right to use the Rights ofPublicity in connection with advertising, promotion, marketing, and public relations of such Resort businesses.1.2 Use in Media. Licensor grants to Licensee the royalty-free right to use photographs, film, recordings, or video footage of Licensor inconnection with Resorts businesses of the Affiliates throughout the world and in all media and mediums now known or hereinafter devised or created. AtLicensee’s reasonable request and cost for out-of-pocket expenses, Licensor shall make himself available and otherwise reasonably cooperate with Licenseefor purposes of producing appropriate photographs, film, recordings, and video footage of Licensor for use by Licensee in accordance with this Agreement.Sch. B - 61.3 Sublicense Right. Licensor grants Licensee the right to sublicense the rights granted to Licensee in this Article 1, to Affiliates or foradvertising, promoting, or marketing the Resorts (“Sublicensees”), provided that such sublicenses shall terminate automatically at the end of the Term or,with respect to an Affiliate, if the Sublicensee ceases to be an Affiliate.2. Term. The term of this Agreement shall commence on the Effective Date and expire October 24, 2017, unless earlier terminated pursuant to thisAgreement (the “Term”). Following the Term, Licensee may continue to use the Rights of Publicity hereunder if the parties agree in writing to a royalty to bepaid by Licensee to Licensor for such continued use.2.1 Licensee’s Right to Terminate. Licensee may at any time terminate this Agreement by providing Licensor written notice of itsdecision to cease and not to recommence use and sublicensing of all such rights. This Agreement shall also automatically terminate if Licensee ceases all(without intent to resume) use and licensing of the WYNN Mark (as defined in the Surname Rights Agreement between Licensor and Licensee executedconcurrently with this Agreement (the “Surname Agreement”)).2.2 Conveyance of Materials. Upon termination of this Agreement, Licensee shall deliver to Licensor all copies of prototypes,photographs, film footage, videos, and recordings that Licensor has previously provided to Licensee that incorporate or use the Licensor’s Rights ofPublicity.3. Approval of Advertising, Marketing, and Promotional Materials. During the Term, Licensor will oversee and approve the use of all advertising,marketing, and promotional materials which incorporate the Rights of Publicity. In the event Licensor is not employed by the Company at any time duringthe Term, Licensee may continue to use the Rights of Publicity in the same manner such rights were used during the Term, but any new proposed usages ofthe Rights of Publicity shall be subject to approval pursuant to Section 4.4. Procedures Upon Disapproval or Objection to Use. After Licensor is no longer employed by the Company, new proposed usages of the Rights ofPublicity by Licensee shall be subject to the prior written consent of Licensor, such consent not to be unreasonably withheld or delayed. For avoidance ofdoubt, it shall be unreasonable for Licensor to withhold such consent if the new proposed usage is consistent in nature and form with previous usageshereunder and does not otherwise tarnish or bring into disrepute Licensor or his image or reputation. All objections shall specifically state the basis of theobjection and shall be delivered to the CEO of the Company, and the Chairman of the Audit Committee of the Board of Directors of the Company, with acopy to the Company’s General Counsel. The Company shall have 30 days following receipt of the objections or requests to respond. Thereafter, Licensorand Licensee shall meet, either personally or through representatives, in an effort to resolve the issues. If the issues cannot be resolved, they shall besubmitted to binding arbitration pursuant to Section 5.5. Arbitration.5.1 Arbitration of Disputes. All unresolved disputes, controversies, or claims arising out of or relating to this Agreement, or the breach,termination, or validity thereof (“Disputes”) shall be submitted to arbitration before a panel, composed of no less than three neutral and impartial individualshaving no affiliation or association with Licensee, the Company, or any member of the Wynn family. One arbitrator shall be selected by Licensor and onearbitrator shall be selected by Licensee within thirty (30) days of receipt by respondent of the demand for arbitration and the two selected arbitrators shallselect a third arbitrator within twenty (20) days of the appointment of the second arbitrator. The arbitration shall be held in Las Vegas, Nevada.5.2 Arbitration Procedure. The three arbitrators shall review the Dispute, receive evidence, and issue a written decision and awardindicating specifically what measures, if any, must be taken to comply with the arbitration panel’s decision. In rendering an award, the arbitrators shall followthe law of the State of Nevada and the provisions of this Agreement. The arbitrators may award injunctive relief, specific performance, and actual, directdamages with respect to the subject matter underlying the Dispute. The arbitrators may not award punitive, exemplary, consequential, or treble damages. Theparties agree that the arbitration panel shall have authority to hire an individual, or expert, to monitor compliance with the arbitration panel’s directives toensure that any required changes are implemented in accordance with the timetable set forth in the arbitration panel’s decision. The award shall be in writingand shall briefly state the findings of fact andSch. B - 7conclusions of law on which it is based. The arbitration panel shall have the authority to award reasonable attorneys’ fees and costs to the prevailing party.5.3 Governing Rules. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the AmericanArbitration Association (“AAA”). The parties shall not be obligated to choose an arbitrator from an AAA panel unless the two arbitrators selected pursuant toSection 5.1 have not selected the third arbitrator within twenty (20) days of the appointment of the second arbitrator, in which case such third arbitrator shallbe appointed in accordance with the listing, ranking, and striking provisions of the Rules.5.4 Enforcement. The arbitration panel’s decision shall be conclusive and binding in all instances and shall not be subject to appeal orjudicial review, and may be entered and enforced by any court of competent jurisdiction.6. Related Rights.6.1 Expansion of the Rights of Publicity Into Other Business Areas. In the event that Licensee wishes to use the Rights of Publicity otherthan in connection with a Resort business, Licensee may propose the terms of such license to Licensor who will engage in good faith negotiations withLicensee to enter a separate licensing agreement covering such proposed use.6.2 Use of Rights Exception. The Rights of Publicity are Licensor’s personal rights, and Licensor may use those rights other than inconnection with Resorts.7. Gaming Licenses. If (a) Licensee or any Sublicensee is denied or otherwise unable to obtain any necessary approval from any governmentregulating gaming authority (“Gaming Authorities”), or (b) any Gaming Authority prevails in any suit or proceeding against Licensee or any Sublicensee,and if the result of the foregoing clause (a) or (b) has or would have an adverse effect on Licensee or its Sublicensee (all of the foregoing such events, a“Denial”), Licensor may terminate this Agreement with respect to Licensee or such Sublicensee in connection with the Resort or other business activity thatis subject to the Denial in the jurisdiction to which such Denial applies, by written notice to Licensee; provided, however, that Licensor shall have no suchtermination right if Licensor is primarily responsible for such Denial. Licensee and its Sublicensees shall promptly, and in all events within any time limitestablished by law, regulation, or such Gaming Authority, furnish each Gaming Authority any information rightfully requested by such Gaming Authorityand shall otherwise reasonably cooperate with all Gaming Authorities. Licensee represents to Licensor that neither Licensee nor, to Licensee’s knowledge,any intended Sublicensee, is unwilling to file any necessary applications to obtain whatever approvals may be required of such persons or entities inconnection with this Agreement. To Licensee’s knowledge, neither Licensee nor any intended Sublicensee has ever engaged in any conduct or practices thatany of the foregoing persons or entities should reasonably believe would cause such person or entity to receive a Denial.8. Notices: Any notice to be given pursuant to this Agreement by either party to the other may be effected either by personal delivery in writing orby mail, registered or certified, postage prepaid, with return receipt requested, or facsimile. Notice by mail shall be sent concurrently with any facsimilenotice. Notices shall be addressed to the parties at the address specified below, but each party may change its address by written notice in accordance withthis Section. Notices delivered personally shall be deemed communicated as of actual receipt; facsimile notices (with a concurrent mailing) shall be deemedcommunicated three (3) days after mailing.To Licensor:Stephen A. Wynn1 Shadow Creek DriveNorth Las Vegas, Nevada 89031To Licensee:Wynn Resorts Holdings, LLCSch. B - 83145 Las Vegas Boulevard SouthLas Vegas, Nevada 89109 (Copy to):Wynn Resorts, Limited3145 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Attention: Legal Department9. Miscellaneous.9.1 Choice of Law. This Agreement shall be deemed to be made and shall be construed in accordance with the laws of the State of Nevada,without reference to its conflict of laws provisions.9.2 Headings. The headings contained in this Agreement are for convenience of reference only and are not to be given any legal effect andshall not affect the meaning or interpretation of this Agreement.9.3 Severability. If any portion of this Agreement is in conflict with any applicable federal or state law now in force or hereafter enacted,such provision shall become inoperative, but all other provisions of this Agreement shall remain in full force and effect.9.4 Assignment. Licensee may assign or otherwise transfer this Agreement only to an Affiliate or to the successor of all or a substantialportion of the business of Licensee relating to this Agreement, and Licensor may assign or otherwise transfer this Agreement only to his heir(s) or other personor entity that succeeds to the Right of Publicity, which successor(s) in either such case shall thereafter be deemed substituted for Licensee or Licensor,respectively, hereunder effective upon such assignment.9.5 Construction. For purposes of construction of this Agreement, the language herein shall be deemed to be the language of all parties,and no party shall be deemed to be the drafting party.9.6 Written Amendments. This Agreement may be amended only by written agreement, executed by both parties.9.7 Entire Agreement. This Agreement and the Surname Agreement constitute the entire understanding between the parties, and supersedeand replace any and all prior written and oral agreements. There are no other terms and conditions except those set forth herein. In the event of a conflictbetween the provisions of this Agreement or the rights granted herein and the Surname Agreement or the rights granted therein, the provisions of the SurnameAgreement and the rights granted therein shall control. The parties acknowledge that the Rights of Publicity under this Agreement do not include the WYNNMark (as defined in the Surname Agreement), which WYNN Mark shall be governed by the Surname Agreement.Sch. B - 9In Witness Whereof, the parties have caused this Agreement to be duly executed as of the Effective Date.LICENSOR: LICENSEE: [SIGNED] WYNN RESORT HOLDINGS, LLCStephen A. Wynn By VALVINO LAMORE, LLC Its Sole Member By WYNN RESORTS, LIMITED Its Sole Member By____________[SIGNED]_________ Its CHIEF OPERATING OFFICERSch. B - 10TRADEMARK ASSIGNMENTThis Trademark Assignment (“Assignment”) is made and entered into this ___ day of August, 2004 (“Effective Date”), by and between STEPHEN A.WYNN, an individual (hereinafter “Wynn”) and WYNN RESORTS HOLDINGS, LLC, a Nevada limited liability company, with offices at 3145 Las VegasBoulevard South, Las Vegas, Nevada (“Holdings”).R E C I T A L SA.Wynn and Holdings are entering into a Surname Rights Agreement, dated the date hereof (the “Surname Rights Agreement”), which Surname RightsAgreement addresses the use and registration of the WYNN Mark in connection with Resorts (each, as defined in the Surname Rights Agreement).B.Pursuant to the Surname Rights Agreement, Wynn has agreed to assign, and Holdings has agreed to acquire, all right, title, and interest that Wynnpossesses worldwide in the WYNN Mark in connection with Resorts.NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Wynn hereby transfers, assigns,conveys, delivers, and sets over to Holdings all of Wynn’s right, title, and interest worldwide in and to the WYNN Mark in association with Resorts, allgoodwill associated therewith, and all causes of action (either in law or equity), and the right to sue, counterclaim, and recover for past, present, and futureinfringement, dilution, or misappropriation of the Wynn Mark in connection with Resorts, and all rights corresponding thereto throughout the world. Wynnfurther agrees to cause to be performed such lawful acts and to execute such further assignments and other documents as Holdings may request to effectuatefully this Assignment and to enable this Assignment to be recorded in any and all jurisdictions throughout the world.In Witness Whereof, the parties have caused this Assignment to be duly executed as of the Effective Date.WYNN: HOLDINGS: WYNN RESORT HOLDINGS, LLCStephen A. Wynn By VALVINO LAMORE, LLC Its Sole Member By WYNN RESORTS, LIMITED Its Sole Member By ItsSch. B - 11TERMINATION AGREEMENTThis Termination Agreement (“Termination Agreement”) is made and entered into this ___ day of August, 2004 (“Effective Date”), by and betweenSTEPHEN A. WYNN, an individual (hereinafter “Wynn”) and VALVINO LAMORE, LLC, a Nevada limited liability company, with offices at 3145 Las VegasBoulevard South, Las Vegas, Nevada (“Valvino”).R E C I T A L SA.Wynn and Wynn Resorts Holdings, LLC (“Holdings”) are entering into a Surname Rights Agreement, dated the date hereof (the “Surname RightsAgreement”), which Surname Rights Agreement addresses the use and registration of the WYNN Mark in connection with Resorts (each, as definedin the Surname Rights Agreement). Pursuant to the Surname Rights Agreement, Wynn has agreed to assign, and Holdings has agreed to acquire, allright, title, and interest that Wynn possesses worldwide in the WYNN Mark in connection with Resorts. Valvino is an affiliate of Holdings.B.Pursuant to a Trademark Consent Agreement between Wynn and Valvino, dated January 8, 2002 (the “Trademark Consent Agreement”), Valvinoand its subsidiaries were granted rights to use and register certain WYNN Marks.C.In connection with the execution of the Surname Rights Agreement, Wynn and Valvino desire to terminate the Trademark Consent Agreement, asValvino will obtain rights to use WYNN Marks directly from Holdings.NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Wynn and Valvino hereby terminatethe Trademark Consent Agreement.In Witness Whereof, the parties have caused this Termination Agreement to be duly executed as of the Effective Date. WYNN: VALVINO: VALVINO LAMORE, LLCStephen A. Wynn By WYNN RESORTS, LIMITED Its Sole Member By Its Sch. B - 12Schedule CTRADE SECRETS, DATA AND KNOW-HOW1. Customer Lists2. Marketing Concepts, Design and Coordination3. Payout Ratio Computation Formulas4. Employee Training Manuals5. Security Know How6. Casino Operations Know How7. Cash Handling Systems8. Regulatory Compliance Procedures Sch. CSchedule DLICENSING FEELicensing Fee:Licensee shall pay a Licensing Fee to Licensor equal to the greater of (i) three percent (3%) ofLicensee’s IP gross monthly revenues and (ii) US$l.5 million per month. For the avoidance of doubt,the Licensing Fee shall never be less than US$1.5 million per month unless the Licensor, in its solediscretion, permits the payment of a lesser amount.For the avoidance of doubt, a reference to “IP gross monthly revenues” refers to the Licensee’s IPgross revenues accrued at the end of each calendar month. “IP gross revenues” refers to Licensee’stotal operating revenues as adjusted by adding back (1) commissions and discounts which werenetted against the operating revenues, and (2) promotional allowances. The calculation of Licensee’soperating revenues, promotional allowances, and commissions and discounts in connection with theIP gross revenues in connection with this Agreement shall always be consistent with the Licensee’saccounting policies and the International Financial Reporting Standards as in effect at December 31,2008.Timing of Payments:The Licensing Fee shall be payable by Licensee not later than the last business day of the monthfollowing the month in which it was earned. The Licensor shall inform Licensee of the account oraccounts to be used by Licensee for payment. Sch. D1178053-Hong Kong Server 1A - MSWExhibit 10.11.52015 INTELLECTUAL PROPERTY LICENSE AGREEMENTThis 2015 Intellectual Property License Agreement (“Agreement”) is dated as of the 26th day of February 2015 (the“Effective Date”), by and among WYNN RESORTS HOLDINGS, LLC, a Nevada Limited Liability Company (hereinafter“Holdings”), WYNN RESORTS, LIMITED, a Nevada corporation (hereinafter “Limited”) and WYNN LAS VEGAS, LLC, alimited liability under the laws of Nevada (hereinafter “Licensee”). Holdings and Limited are collectively referred to herein as“Licensor”.RECITALSA.Holdings is the owner or exclusive licensee with the right to license and/or sublicense certain marks and works asdefined herein including but not limited to the marks and works that are listed and described in attached Schedule A,and is the licensee of other third party rights and works as defined herein that are listed and described in attachedSchedule B, and certain trade secrets, data and know-how that are listed and described in attached Schedule C(hereinafter, collectively, the “Holdings Intellectual Property”).A.Limited is the parent entity of Holdings and is the owner of certain trade secrets, data, know-how and other intangibleproperty that are listed and described in attached Schedule C (hereinafter, collectively the “Limited IntellectualProperty”). The Holdings Intellectual Property and the Limited Intellectual Property are collectively referred to herein asthe “Licensed Property”.B.Licensee is a subsidiary of Limited and currently owns and operates the Wynn Las Vegas and Encore Resort andCasino, an integrated hotel and casino resort located in Clark County Nevada (the “Operations”).C.By an agreement dated as of December 14, 2004, the Licensor and Licensee entered into an intellectual property licenseagreement under which the Licensor licensed the a subset of the Licensed Property to Licensee (the “2004 IntellectualProperty License Agreement”)Now, therefore, in consideration of the foregoing and the mutual promises contained herein, the parties have agreed as follows:1.License. The Licensor grants the following licenses to the Licensee at the location specified herein.1.01Licensor provides to Licensee a non-exclusive license and/or non-exclusive sublicense to use the marks andworks owned, or which will be owned, by the Licensor including but not limited to the marks and works listedin Schedule A, attached hereto, in connection with the operation, advertising, promotion, distribution andservices of the Operations. The foregoing licenses granted in this Paragraph 1.01 shall hereinafter be known asthe “Trademark License”.1.02Licensor provides Licensee a non-exclusive sublicense to the works listed in Schedule B, attached hereto, inconnection with the operation, advertising, promotion, distribution and services of the Operations. Theforegoing licenses granted in this Paragraph 1.02 shall hereinafter be known as the “Copyright and PersonaLicense”.1.03Licensor provides to Licensee a non-exclusive license to use the data, trade secrets and know-how listed inSchedule C, attached hereto, developed by the Licensor and its employees, officers, directors andrepresentatives, and such future items as may be provided from time to time for use in connection with theoperation, advertising, promotion, distribution and services of the Operations. Licensor shall pay all costsassociated with the development of such data, trade secrets and know-how and shall also be responsible forproviding Licensee updates or upgrades to such materials. Licensee shall reimburse all installation and/ortraining costs incurred by Licensor in connection with providing Licensee such information. The foregoinglicense shall hereinafter be known as the “Trade Secret and Know-How License.”1.04Notwithstanding any other provision of this Agreement, including, without limitation, Sections 2.01 and 2.02hereof, Licensee shall have the right to sublicense any or all of its rights under the Trademark License and theCopyright and Persona License to any lessee or sublessee operating or conducting business at the Operation ofthe Licensee (“Approved Sublessee”). The Trade Secret and Know-How License may not be sublicensed bythe Licensee.1.05Licensee shall have the right to sublicense all of its rights and licenses granted pursuant to the TrademarkLicense and the Copyright and Persona License in order to have persons other than Licensee produce andmanufacture promotional products or the packaging thereof. Licensee will identify its products andmanufacturers for the products to Licensor upon request. Licensee agrees that any person or entity licensed tomanufacture such products shall be prohibited from manufacturing, producing, selling, distributing, or shippingproducts other than to the Licensee, the Licensor, or Approved Sublessees. Licensee further agrees to enforcesuch prohibition at its own expense and upon reasonable demand by Licensor.2.License Term.2.01This Agreement shall be effective as of the Effective Date and shall continue until otherwise terminated underthe provisions of this Agreement.3.Royalties.3.01Licensee shall pay to Licensor an aggregate monthly licensing fee (the “Licensing Fee”) for each of the licensesgranted herein in the amount and in accordance with the payment schedule set forth in Schedule D. Anywithholding taxes associated with such payments shall be made by Licensee and shall not be withheld from thepayments described on Schedule D.4.Quality Control.4.01Licensee agrees that the facilities, amenities, services and goods covered by this Agreement will be of highquality and that such amenities, services and products will be designed, manufactured, sold and distributed infull and complete compliance with all applicable laws of the relevant jurisdictions of the Operations. To thisend, Licensee shall, first request that the Licensor inspect and approve any and all advertising, promotion, publicrelations material, merchandise, or promotional products (“Product Sample”) before manufacture or production.AnyProduct Sample that contains any of the Licensed Property submitted to Licensor shall be deemed approvedunless Licensor disapproves the same in writing within thirty (30) days after receipt by Licensor.4.02All promotional items and products manufactured or assembled outside of the United States shall be marketed inaccordance with prevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules andregulations. To the extent that the Licensor’s obligations for quality control with and from its third partylicensors may vary from time to time, Licensee agrees to accept and comply, upon reasonable written notice,with such quality control provisions as may be required under the Licensor’s license agreements with thirdparties from whom Licensor has obtained the rights to the Licensed Property.4.03Licensee acknowledges that providing substandard services or products would have an adverse effect upon thereputation of Licensor and any third party from whom Licensor has obtained such rights, including but notlimited to the parties to the agreements listed on Schedule B. Accordingly, Licensee agrees to offer amenities orfacilities of high quality standards and not to sell defective products (seconds) which bear the marks of theLicensed Property.4.04Licensee agrees to operate the Operations in a manner which meets or exceeds the following minimum qualitystandards: (a) the business shall be operated in compliance with all applicable laws and regulations of therelevant jurisdictions of the Operations, including, but not limited to, health, safety, fire and business codes, taxlaws, gaming laws and labor codes; (b) the business shall maintain all applicable business licenses, including,but not limited to, business, alcohol, and gaming; (c) the business shall be conducted in a professional andreputable manner, reasonably free from consumer complaints; (d) the premises shall be maintained in a pristinemanner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food andbeverage services shall maintain the highest possible rating for cleanliness established by the governing entityfor the site; (e) the business shall be operated in a manner that does not tarnish or diminish the value of thegoodwill represented by the Licensed Property; and (f) the business shall be operated in a manner that does notadversely affect the goodwill or reputation of the Licensor and its affiliates or the Licensor’s and its affiliates’ability to obtain or maintain licenses from any regulatory authority, including the Nevada Gaming Commission.4.05Licensor (directly or through its authorized agents) shall have the right to inspect the premises upon reasonablenotice, at any time. If, at any time, the Licensee fails to operate the Operations in conformity with the qualitystandards set forth herein, Licensor shall notify Licensee in writing of any such deficiency. Licensee shall havethirty (30) days within which to cure such deficiency. If the Licensee fails to cure any such failure, thenLicensor may, at its option, cure the failure and charge the Licensee for the expense of doing so. In the eventthat the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faith effort toeffect the cure, Licensor may extend the period to cure for a reasonable time, at Licensor’s sole and absolutediscretion.5.Goodwill. All goodwill arising from the use of the Licensed Property shall inure to the benefit of the Licensor, or the partyfrom whom the Licensor obtained its rights.6.Use of Licensed Property and Persona6.01Licensee shall comply, within a period not to exceed thirty (30) days, with the commercially reasonableconditions set forth by the Licensor, in writing, from time to time, with respect to the style, appearance andmanner of use of the Licensed Property and any trade secrets, data and know-how provided to the Licenseepursuant to this Agreement. The Licensee may not make any use of the Licensed Property that is not incompliance with this Agreement, unless Licensee obtains the prior written permission of Licensor. Licensormay, at its option, require that the Licensee, at Licensee’s cost, place a notice or notices acceptable to theLicensor of the Licensor’s respective registration of the marks, works or persona rights.6.02Licensee shall provide Licensor for prior approval copies of all print advertisements and marketing materialscontaining any of the Licensed Property prior to printing, publishing or distribution. Licensor shall notunreasonably withhold approval of such advertisements or marketing materials, and any disapproval shallspecify the basis for such disapproval. In the event that the Licensor does not approve or disapprove of such usewithin thirty (30) days of receipt, the use shall be deemed to be approved.6.03Licensee agrees not to use any of the Licensed Property in connection with any other trademark or service marknot owned by Licensor without the express written permission of Licensor. Licensor shall not unreasonablywithhold approval of such use, and any disapproval shall be in writing specifying the basis for the disapproval.In the event that the Licensor does not approve or disapprove such request within thirty (30) days of receipt,such request shall be deemed approved.6.04Licensee will not permit any person or entity that leases, subleases or rents any portion of the Operations, to useany of the Licensed Property without a written agreement.7.Termination.7.01Upon any breach of this Agreement by the Licensor, the Licensee shall provide written notice to the Licensor,describing the nature of the breach. Except as provided in Paragraph 7.04 herein, the Licensor shall have ten(10) days within which to cure the breach. If the breach is not cured within that period of time, the Licenseemay elect to terminate this Agreement. In the event that the cure cannot be accomplished within ten (10) days,but the Licensor has made a good faith effort to effect the cure, Licensee may extend the period to cure for areasonable time, at Licensee’s sole and absolute discretion. Termination of the Agreement is effective uponreceipt by the Licensor of the written notice of termination.7.02Upon any material breach of this Agreement by the Licensee, the Licensor shall provide written notice to theLicensee, describing the nature of the material breach. Except as provided in Paragraph 7.04 herein, theLicensee shall have thirty (30) days within which to cure the material breach. If the material breach is not curedwithin that period of time, the Licensor may elect to terminate this Agreement. In the event that the cure cannotbe accomplished within thirty (30) days, but the Licensee has made a good faith effort to effect the cure,Licensor may extend the period to cure for ninety (90) days, at Licensor’s sole and absolute discretion.Termination of the Agreement is effective upon receipt by the Licensee of the written notice of termination.7.03The Licensor may require the Licensee to terminate any license granted hereunder to any approved third partylicensee, or other sublicensee, if any such approved third party licensee, or other sublicensee (a) materiallybreaches this license and fails to cure the breach upon thirty (30) days notice from Licensor; or (b) becomesinsolvent or bankrupt. Licensor may, in its sole and absolute discretion, first seek to cure any such breach orfailure prior to termination, but any such attempt to cure shall not restrict the Licensor’s right at any time torequire termination as to the third party licensee or other sublicensee as otherwise provided in this Section.7.04Licensee acknowledges that Licensor and its affiliated companies conduct businesses that are subject to andexist because of privileged gaming licenses issued by governmental authorities. Licensee agrees that theLicensor shall have the right to terminate this Agreement in the event (1)(i) any such privileged license issuspended or revoked, or (ii) the Licensor in good faith deems that the acts of the Licensee jeopardizes any suchprivileged license, or the gaming business activities of the Licensor, or its affiliated companies (in each case, the“Relevant Event”); and (2) the Relevant Event continues for thirty (30) consecutive days after written notice hasbeen provided to the Licensee describing the nature of the event or activity creating the problem for theprivileged license.7.05Upon the termination of any agreement between Licensor and any third party for the license of any of theLicensed Property, including but not limited to termination of any of the agreements listed on Schedule B, theportions of this Agreement relating to (or granting a license pursuant to) such terminated agreement shallconcurrently terminate, without affecting any other provisions of this Agreement (including the Licensing Fee)provided that the Licensor shall not exercise its right to terminate any of their rights to the Licensed Property,including but not limited to the termination of the agreements listed in Schedule B without the prior writtenconsent of the Licensee and any of its third party licensees.7.06This Agreement shall automatically terminate one month after the occurrence of either of the following events:(1) Limited ceases to own, directly or indirectly a majority of the member’s interest of Licensee, or (ii) Limitedceases to have the ability to direct or cause the direction of the management and policies of Licensee.8.Indemnification.8.01Licensee agrees to obtain, or cause to be obtained, insurance which provides personal injury and propertydamage and product liability coverage for any and all claims, suits, losses and damages arising out of theoperation of the Licensee’s premises and sale of promotional merchandise, including coverage for any claims,suits, losses or damage arising out of negligence concerning the design, manufacture, distribution and sale ofsuch promotional merchandise, from aninsurance company, acceptable to Limited, providing coverage and defense. The coverage for each occurrenceshall be at least US$5,000,000 with the deductible or self-insurance retention not greater than US$500,000 orsuch in such other amounts as Limited may advise Licensee. Licensee shall maintain or cause to be maintainedpublic liability insurance coverage during the term of this Agreement. Licensor shall be named as an additionalinsured and shall receive notice of any cancellation of insurance from the insurance carrier not less than 30 daysprior to effective date of such cancellation.8.02Licensor shall defend, indemnify and hold Licensee and all of Licensee’s directors, officers, employees, agents,affiliates, sublicensees, sublessors and assigns (collectively, the “Licensed Protected Parties”) harmless from andagainst any demand, claims and losses arising from any third party claim alleging infringement of LicensedProperty.8.03Licensee shall defend, indemnify and hold Licensor and its directors, officers, employees, agents and affiliates(collectively, “Licensor’s Protected Parties”) harmless from and against any and all demands, claims, losses ordamages by reason of premise liability or product defect or negligent design or manufacture by or for theLicensee, or arising from the Licensee’s operation of the Operations.9.Notices. Except as otherwise set forth herein, any notices, statements or payments required to be made or given under thisAgreement shall hand delivered or sent via registered mail, postage prepaid or by facsimile, to the following personsand addresses which may change or be modified at any time in writing by the receiving parties.To Holdings: Wynn Resorts Holdings, LLC3131 Las Vegas Boulevard South, Las Vegas, Nevada89109, United States Fax No.: (702) 770-1349 Attention: General CounselTo Limited:Wynn Resorts, Limited3131 Las Vegas Boulevard South, Las Vegas, Nevada89109, United States Fax No.: (702) 770-1349 Attn: General CounselTo Licensee:Wynn Las Vegas, LLC3131 Las Vegas Boulevard South, Las Vegas, Nevada89109, United StatesFax No.: (702) 770-1349Attention: General Counsel10.Miscellaneous.10.01The parties each represent and warrant to the other that their own officer, or other duly authorized representativeexecuting this Agreement, has the full power and authority to do so on their behalf.10.02This Agreement shall be construed without regard to the rule of presumption requiring construction against theparty who drafted the agreement, or caused it to be drafted. Neither party shall be deemed to be the draftingparty. The parties hereto shall, and they hereby do, waive trial by jury with respect to any action brought by aparty hereto against any other party or to any other matter arising out of or in any way connected with theLicensed Property.10.03The parties agree that they have each read and understand this Agreement; they understand its content andmeaning; and they have executed it of their own free will in accordance with their own judgment, after havingthe opportunity to obtain the advice of counsel and having actually received the advice of counsel. The partiesacknowledge that they have not been coerced, influenced or induced to execute this Agreement by anyimproper action.10.04To facilitate the execution of this Agreement by the parties, the parties may execute it in subparts, and thesignature transmitted by facsimile shall have the same force and effect as the original signature.10.05This Agreement shall be subject to, governed by and construed according to the laws of Nevada or, whereapplicable, federal statutory and common law. Any dispute regarding or relating to this Agreement shall be non-exclusively adjudicated in a court of competent jurisdiction in the State of Nevada.10.06No term or provision hereof shall be construed to be waived by any party, and no breach shall be excused by aparty, unless such waiver or consent in writing, signed on behalf of the party against whom the waiver isasserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, willconstitute consent to, waiver of, or excuse of any other, different, or subsequent breach by any party.10.07The schedules form part of this Agreement and shall have the same force and effect as if expressly set out in thebody of this Agreement, and any reference to this Agreement shall include the schedules.10.08This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereofand supersedes all prior negotiations and agreements unless otherwise provided. Each party acknowledges andagrees by executing this Agreement that it is not relying upon any representation or promise whatsoever that isnot contained herein and that any such representation or promise is acknowledged to be immaterial.Accordingly, each party to this Agreement waives the defense or claims of fraud in inducement or mistake oflaw or fact to any claim arising out of, based on, or related to this Agreement, except with respect to the expressrepresentations set forth in this Agreement.[signature pages to follow]In witness whereof, the parties have caused this Agreement to be duly executed as of the Effective Date.Wynn Las Vegas, LLC,a Nevada limited liability company By: Wynn Resorts Holdings, LLC, a Nevada limited liability company, its sole member By: Wynn Resorts, Limited, a Nevada corporation, its sole member By: Stephen CooteyIts: Chief Financial Officer, SVP and Treasurer Wynn RESORTS, LIMITED,a Nevada corporation By: Stephen CooteyIts: Chief Financial Officer, SVP and Treasurer Sch. ASchedule ALICENSORS MARKS AND WORKSSchedule BTHIRD PARTY RIGHTS AND WORKSAll rights which are the subject of the Surname Rights Agreement dated as of August 6, 2004, by and between Stephen A. Wynn andWynn Resorts Holdings, LLC.All rights which are the subject of the Rights of Publicity License dated as of August 6, 2004, by and between Stephen A. Wynn andWynn Resorts Holdings, LLC.All rights which are the subject of the Trademark Assignment, dated as of August 6, 2004,by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC.Sch. CSchedule CTRADE SECRETS, DATA AND KNOW-HOW1. Customer Lists, include, but not limited to, all customer data and information that may reside on Licensee’s computer systems.2. Marketing Concepts, Design and Coordination3. Payout Ratio Computation Formulas4. Employee Training Manuals5. Security Know How6. Casino Operations Know How7. Cash Handling Systems8. Regulatory Compliance Procedures9. Insurance Know How10. Human Resources Know How11. IT Development Know How12. Investor Relations Know How13. Community Relations Know How14. Development Know HowSch. DSchedule DLICENSING FEELicensing Fee:Licensee shall pay a monthly Licensing Fee to Licensor equal to three percent (3%) ofLicensee’s IP gross monthly revenues, provided however, that such fee shall be reducedto one and one-half percent (1.5%) of Licensee’s IP gross monthly revenues so long asthe 2004 Intellectual Property License Agreement is in effect and had not beenterminated. For the avoidance of doubt, a reference to “IP gross monthly revenues” refers to theLicensee’s IP gross revenues at the end of each calendar month. “IP gross revenues” refersto Licensee’s total operating revenues as adjusted by adding back discounts andpromotional allowances. The calculation of Licensee’s operating revenues, promotionalallowances, and discounts in connection with the IP gross revenues in connection withthis Agreement shall always be consistent with the Licensee’s accounting policies. If anysubsidiary of the Licensee requires the Licensed Property, “IP gross revenue” and “IPmonthly gross revenue” will be interpreted to include the gross revenues of suchsubsidiary.Timing of Payments:The Licensing Fee shall be payable by Licensee not later than the last business day of themonth following the month in which it was earned. The Licensor shall inform Licensee ofthe account or accounts to be used by Licensee for payment. Exhibit 10.12.0EXECUTION VERSION$1,250,000,000 CREDIT AGREEMENT Dated as of November 20, 2014 among WYNN AMERICA, LLC, as Borrower, THE SUBSIDIARIES OF BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, THE L/C LENDERS PARTY HERETO, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral AgentDEUTSCHE BANK SECURITIES INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEDCREDIT AGRICOLE CORPORATE AND INVESTMENT BANKFIFTH THIRD BANKSUNTRUST ROBINSON HUMPHREY, INC. THE BANK OF NOVA SCOTIA BNP PARIBAS SECURITIES CORP.SUMITOMO MITSUI BANKING CORPORATION andUBS SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners, MORGAN STANLEY SENIOR FUNDING, INC.andBANK OF CHINA, LOS ANGELES BRANCH,as Arrangers, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Documentation Agent,andMERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEDCREDIT AGRICOLE CORPORATE AND INVESTMENT BANKFIFTH THIRD BANKSUNTRUST BANK and THE BANK OF NOVA SCOTIA as Syndication Agents TABLE OF CONTENTSPageARTICLE I. DEFINITIONS, ACCOUNTING MATTERS AND RULES OF CONSTRUCTIONSECTION 1.01.Certain Defined Terms 1SECTION 1.02.Accounting Terms and Determinations 49SECTION 1.03.Classes and Types of Loans 49SECTION 1.04.Rules of Construction 49SECTION 1.05.Exchange Rates; Currency Equivalents 50SECTION 1.06.Pro Forma Calculations 51SECTION 1.07.Letter of Credit Amounts 51ARTICLE II. CREDITSSECTION 2.01.Loans 52SECTION 2.02.Borrowings 52SECTION 2.03.Letters of Credit 53SECTION 2.04.Termination and Reductions of Commitment 59SECTION 2.05.Fees 60SECTION 2.06.Lending Offices 60SECTION 2.07.Several Obligations of Lenders 61SECTION 2.08.Notes; Register 61SECTION 2.09.Optional Prepayments and Conversions or Continuations of Loans 61SECTION 2.10.Mandatory Prepayments 62SECTION 2.11.Replacement of Lenders 66SECTION 2.12.[Reserved] 67SECTION 2.13.Extensions of Loans and Commitments 67SECTION 2.14.Defaulting Lender Provisions 69SECTION 2.15.Refinancing Amendments 71SECTION 2.16.Cash Collateral. 73ARTICLE III. PAYMENTS OF PRINCIPAL AND INTERESTSECTION 3.01.Repayment of Loans 73SECTION 3.02.Interest 74ARTICLE IV. PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.SECTION 4.01.Payments 74SECTION 4.02.Pro Rata Treatment 75SECTION 4.03.Computations 75SECTION 4.04.Minimum Amounts 76SECTION 4.05.Certain Notices 76SECTION 4.06.Non-Receipt of Funds by Administrative Agent 77-i- PageSECTION 4.07.Right of Setoff, Sharing of Payments; Etc 77ARTICLE V. YIELD PROTECTION, ETC.SECTION 5.01.Additional Costs 78SECTION 5.02.Inability To Determine Interest Rate 79SECTION 5.03.Illegality 80SECTION 5.04.Treatment of Affected Loans 80SECTION 5.05.Compensation 80SECTION 5.06.Net Payments 81ARTICLE VI. GUARANTEESSECTION 6.01.The Guarantees 83SECTION 6.02.Obligations Unconditional 84SECTION 6.03.Reinstatement 85SECTION 6.04.Subrogation; Subordination 85SECTION 6.05.Remedies 86SECTION 6.06.Continuing Guarantee 86SECTION 6.07.General Limitation on Guarantee Obligations 86SECTION 6.08.Release of Guarantors 86SECTION 6.09.Keepwell 86SECTION 6.10.Right of Contribution 86ARTICLE VII. CONDITIONS PRECEDENTSECTION 7.01.Conditions to Initial Extensions of Credit 87SECTION 7.02.Conditions to All Extensions of Credit 89ARTICLE VIII. REPRESENTATIONS AND WARRANTIESSECTION 8.01.Corporate Existence; Compliance with Law 90SECTION 8.02.Material Adverse Effect 90SECTION 8.03.Litigation 90SECTION 8.04.No Breach; No Default 90SECTION 8.05.Action 90SECTION 8.06.Approvals 91SECTION 8.07.ERISA and Employee Benefit Plan Matters 91SECTION 8.08.Taxes 91SECTION 8.09.Investment Company Act 91SECTION 8.10.Environmental Matters 92SECTION 8.11.Use of Proceeds 92SECTION 8.12.Subsidiaries 92SECTION 8.13.Ownership of Property; Liens 92SECTION 8.14.Security Interest; Absence of Financing Statements; Etc 93SECTION 8.15.Licenses and Permits 93-ii- PageSECTION 8.16.Disclosure 93SECTION 8.17.Solvency 93SECTION 8.18.Intellectual Property 93SECTION 8.19.Regulation H 94SECTION 8.20.Insurance 94SECTION 8.21.Real Estate 94SECTION 8.22.Anti-Terrorism Law 94SECTION 8.23.Anti-Corruption Laws/Bribery 95SECTION 8.24.Labor Matters 95ARTICLE IX. AFFIRMATIVE COVENANTSSECTION 9.01.Existence; Business Properties 95SECTION 9.02.Insurance 96SECTION 9.03.Taxes 96SECTION 9.04.Financial Statements, Etc 96SECTION 9.05.Maintaining Records; Access to Properties and Inspections 99SECTION 9.06.Use of Proceeds; FCPA 99SECTION 9.07.Compliance with Environmental Law 100SECTION 9.08.Pledge of Property or Mortgage of Real Property 100SECTION 9.09.Security Interests; Further Assurances 102SECTION 9.10.Wynn Las Vegas Reorganization 102SECTION 9.11.Additional Credit Parties 103SECTION 9.12.Limitation on Designations of Unrestricted Subsidiaries 104SECTION 9.13.Limitation on Designation of Immaterial Subsidiaries 105SECTION 9.14.Wynn Las Vegas Distributions 105SECTION 9.15.Ratings 105ARTICLE X. NEGATIVE COVENANTSSECTION 10.01.Indebtedness 106SECTION 10.02.Liens 108SECTION 10.03.Reserved 112SECTION 10.04.Investments, Loans and Advances 112SECTION 10.05.Mergers, Consolidations and Sales of Assets 114SECTION 10.06.Restricted Payments 116SECTION 10.07.Transactions with Affiliates 117SECTION 10.08.Financial Covenant. 118SECTION 10.09.Certain Payments of Indebtedness 118SECTION 10.10.Limitation on Certain Restrictions Affecting Subsidiaries 119SECTION 10.11.Limitation on Lines of Business 120SECTION 10.12.Limitation on Changes to Fiscal Year 120ARTICLE XI. EVENTS OF DEFAULTSECTION 11.01.Events of Default 120SECTION 11.02.Application of Proceeds 123SECTION 11.03.Borrower’s Right to Cure 124-iii- PageARTICLE XII. AGENTSSECTION 12.01.Appointment 124SECTION 12.02.Rights 125SECTION 12.03.Exculpatory Provisions 125SECTION 12.04.Reliance by Agents 126SECTION 12.05.Delegation of Duties 126SECTION 12.06.Resignation of Administrative Agent 126SECTION 12.07.Nonreliance on Agents and Other Lenders 127SECTION 12.08.Indemnification 128SECTION 12.09.No Other Duties 128SECTION 12.10.Holders 128SECTION 12.11.Administrative Agent May File Proofs of Claim 128SECTION 12.12.Collateral Matters 129SECTION 12.13.Withholding Tax 129SECTION 12.14.Secured Cash Management Agreements and Swap Contracts 130ARTICLE XIII. MISCELLANEOUSSECTION 13.01.Waiver 130SECTION 13.02.Notices 130SECTION 13.03.Expenses, Indemnification, Etc 131SECTION 13.04.Amendments and Waiver 133SECTION 13.05.Benefit of Agreement; Assignments; Participations 139SECTION 13.06.Survival 142SECTION 13.07.Captions 143SECTION 13.08.Counterparts; Interpretation; Effectiveness 143SECTION 13.09.Governing Law; Submission to Jurisdiction; Waivers; Etc. 143SECTION 13.10.Confidentiality 144SECTION 13.11.Independence of Representations, Warranties and Covenants 144SECTION 13.12.Severability 145SECTION 13.13.Gaming Laws 145SECTION 13.14.USA Patriot Act 145SECTION 13.15.Judgment Currency 146SECTION 13.16.Waiver of Claims 146SECTION 13.17.No Advisory or Fiduciary Responsibility 146SECTION 13.18.Lender Action 147SECTION 13.19.Interest Rate Limitation 147SECTION 13.20.Payments Set Aside 148-iv- ANNEXES:ANNEX A-1- Revolving CommitmentsANNEX A-2- Term Facility CommitmentsANNEX A-3- L/C SublimitANNEX B- Amortization Payments – Term Facility LoansSCHEDULES:SCHEDULE 1.01(a)- GuarantorsSCHEDULE 1.01(b)- Excluded SubsidiariesSCHEDULE 2.03- Specified Letters of CreditSCHEDULE 7.01- Jurisdictions of Local Counsel OpinionsSCHEDULE 7.01(j)- ApprovalsSCHEDULE 8.03- LitigationSCHEDULE 8.07- ERISASCHEDULE 8.08- TaxesSCHEDULE 8.10- Environmental MattersSCHEDULE 8.12(a)- SubsidiariesSCHEDULE 8.12(b)- Immaterial SubsidiariesSCHEDULE 8.12(c)- Unrestricted SubsidiariesSCHEDULE 8.13- OwnershipSCHEDULE 8.15- Licenses and PermitsSCHEDULE 8.18- Intellectual PropertySCHEDULE 8.19- Regulation HSCHEDULE 8.21(a)- Real PropertySCHEDULE 8.21(b)- Real Property Takings, etc.SCHEDULE 9.12- Designated Unrestricted SubsidiariesSCHEDULE 10.01- Existing IndebtednessSCHEDULE 10.02- Certain Existing LiensSCHEDULE 10.04- InvestmentsSCHEDULE 10.07- Transactions with AffiliatesEXHIBITS:EXHIBIT A-1- Form of Revolving NoteEXHIBIT A-2- Form of Term Facility NoteEXHIBIT B- Form of Notice of BorrowingEXHIBIT C- Form of Notice of Continuation/ConversionEXHIBIT D- Forms of U.S. Tax Compliance CertificateEXHIBIT E- Form of Compliance CertificateEXHIBIT F- Form of Completion GuarantyEXHIBIT G- Form of Solvency CertificateEXHIBIT H- Form of Security AgreementEXHIBIT I- Form of MortgageEXHIBIT J- Form of Assignment and Assumption AgreementEXHIBIT K- Form of Letter of Credit RequestEXHIBIT L- Form of Joinder AgreementEXHIBIT M- Form of Perfection CertificateEXHIBIT N- Form of Auction ProceduresEXHIBIT O- Form of Open Market Assignment and Assumption AgreementEXHIBIT P- Form of Term Loan Extension Amendment-v- EXHIBIT Q- Form of Revolving Extension AmendmentEXHIBIT R- Form of Pari Passu Intercreditor AgreementEXHIBIT S- Form of Second Lien Intercreditor AgreementEXHIBIT T- Form of Subordination Agreement-vi- CREDIT AGREEMENT, dated as of November 20, 2014 (this “Agreement”, among WYNN AMERICA, LLC, a Nevada limited liability company(“Borrower”); the SUBSIDIARY GUARANTORS party hereto from time to time; the LENDERS from time to time party hereto; the L/C LENDERS partyhereto; DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, together with its successors in such capacity,“Administrative Agent”); and DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, together with its successors in suchcapacity, “Collateral Agent”).WHEREAS, Borrower has requested that the Lenders provide first lien revolving credit and delayed draw term loan facilities, and the Lenders haveindicated their willingness to lend, and the L/C Lender has indicated its willingness to issue letters of credit, in each case, on the terms and subject to theconditions set forth herein.NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:ARTICLE I. DEFINITIONS, ACCOUNTING MATTERS AND RULES OF CONSTRUCTIONSECTION 1.01. Certain Defined Terms. As used herein, the following terms shall have the following meanings:“ABR Loans” shall mean Loans that bear interest at rates based upon the Alternate Base Rate.“Acquisition” shall mean, with respect to any Person, any transaction or series of related transactions for the (a) acquisition of all or substantially allof the Property of any other Person, or of any business or division of any other Person (other than any then-existing Company), (b) acquisition of more than50% of the Equity Interests of any other Person, or otherwise causing any other Person to become a Subsidiary of such Person or (c) merger or consolidationof such Person or any other combination of such Person with any other Person (other than any of the foregoing between or among any then-existingCompanies).“Act” has the meaning set forth in Section 13.14.“Act of Terrorism” shall mean an act of any person directed towards the overthrowing or influencing of any government de jure or de facto, or theinducement of fear in or the disruption of the economic system of any society, by force or by violence, including (i) the hijacking or destruction of anyconveyance (including an aircraft, vessel, or vehicle), transportation infrastructure or building, (ii) the seizing or detaining, and threatening to kill, injure, orcontinue to detain, or the assassination of, another individual, (iii) the use of any (a) biological agent, chemical agent, or nuclear weapon or device, or(b) explosive or firearm, with intent to endanger, directly or indirectly, the safety of one or more individuals or to cause substantial damage to property and(iv) a credible threat, attempt, or conspiracy to do any of the foregoing.“Additional Credit Party” has the meaning set forth in Section 9.11.“Adjusted Maximum Amount” has the meaning set forth in Section 6.10.“Administrative Agent” has the meaning set forth in the introductory paragraph hereof.“Affected Classes” has the meaning set forth in Section 13.04(b)(A).“Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly controls, or is under common control with, or iscontrolled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common controlwith”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership ofsecurities or partnership or other ownership interests, by contract or otherwise). “Affiliate Lender” shall have the meaning assigned to such term in Section 13.05(e).“Agent” shall mean any of Administrative Agent, Auction Manager, Collateral Agent, Documentation Agent, Syndication Agents, Lead Arrangersand/or Arrangers, as applicable.“Agent Party” has the meaning set forth in Section 13.02(e).“Agent Related Parties” shall mean each Agent and any sub-agent thereof and their respective Affiliates, directors, officers, employees, agents andadvisors.“Aggregate Payments” has the meaning set forth in Section 6.10.“Agreement” has the meaning set forth in the introductory paragraph hereof.“Aircraft” means that certain 1999 Boeing 737-79U Business Jet aircraft bearing manufacturer’s serial number 29441 and United States FederalAviation Administration Number N88WR, together with engines attached thereto, owned by a trust of which World Travel, LLC is the beneficial interestholder.“Aircraft Assets” means (1) the Aircraft, together with the products and proceeds thereof, and (2) the Aircraft Note.“Aircraft Note” means that certain promissory note, dated as of March 30, 2007, issued by World Travel, LLC in favor of Wynn Las Vegas in anaggregate original principal amount of $42.0 million.“Allocable Overhead” shall mean, at any time with respect to each Qualifying Project, an amount equal to (1) the amount of corporate or otherorganizational overhead expenses of, and actually incurred by, Wynn Resorts and its Subsidiaries calculated in good faith on a consolidated basis, after theelimination of intercompany transactions, in accordance with GAAP, divided by (2) the number of Qualifying Projects. However, amounts allocated to anyQualifying Project shall be prorated based on the period within such period that such Qualifying Project was in operation or financing therefor was obtained.With respect to any amounts payable pursuant to any agreements entered into by and among Wynn Resorts, any of its Subsidiaries and/or any of theirrespective Affiliates, any payment in respect of Allocable Overhead shall not include any fee, profit or similar component and shall represent only thepayment or reimbursement of actual costs and expenses.“Alternate Base Rate” shall mean for any day, the greatest of (i) the rate of interest in effect for such day as publicly announced from time to time bythe Administrative Agent as its “prime rate,” (ii) the Federal Funds Rate plus 0.50% per annum and (iii) the LIBO Rate for an Interest Period of one (1) monthbeginning on such day (or if such day is not a Business Day, on the immediately preceding Business Day) plus 100 basis points. The “prime rate” is a rate setby the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions andother factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such primerate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.“Alternate Currency” shall mean Canadian Dollars, Euro, Pound Sterling and any other lawful currency reasonably acceptable to the applicableL/C Lender.“Alternative Currency Equivalent” shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof inthe applicable Alternate Currency as determined by the Administrative Agent or the applicable L/C Lender, as the case may be, at such time on the basis ofthe Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternate Currency with Dollars.“Amortization Payment” shall mean each scheduled installment of payments on the Term Loans as set forth in Sections 3.01(b) and 3.01(c).-2- “Anti-Terrorism Laws” has the meaning set forth in Section 8.22(a).“Applicable Fee Percentage” shall mean, with respect to any Unutilized R/C Commitments or unutilized Term Facility Commitments, 0.30%.“Applicable Lending Office” shall mean, for each Lender and for each Type of Loan, the “Lending Office” of such Lender (or of an Affiliate of suchLender) (a) that is a lender on the Closing Date, designated for such Type of Loan on Annexes A‑1 or A‑2 hereof, (b) set forth on such Lender’s signature pageto any Refinancing Amendment for any Lender providing Credit Agreement Refinancing Indebtedness pursuant to Section 2.15, (c) set forth in theAssignment Agreement for any Person that becomes a “Lender” hereunder pursuant to an Assignment Agreement or (d) such other office of such Lender (or ofan Affiliate of such Lender) as such Lender may from time to time specify to Administrative Agent and Borrower as the office by which its Loans of suchType are to be made and maintained.“Applicable Margin” shall mean, for each Type and Class of Loan, 1.75% per annum, with respect to LIBOR Loans and (ii) 0.75% per annum, withrespect to ABR Loans.“Arrangers” shall mean, collectively, Bank of China, Los Angeles Branch, a federally chartered branch of Bank of China Limited, a joint stockcompany incorporated in the People’s Republic of China with limited liability, and Morgan Stanley Senior Funding, Inc., in their capacities as arrangershereunder.“Asset Sale” shall mean (a) any conveyance, sale, lease, transfer or other disposition (including by way of merger or consolidation and including anysale and leaseback transaction) of any Property (including accounts receivable and Equity Interests of any Person owned by Borrower or any of its RestrictedSubsidiaries but not any Equity Issuance) (whether owned on the Closing Date or thereafter acquired) by Borrower or any of its Restricted Subsidiaries to anyPerson (other than (i) with respect to any Credit Party, to any Credit Party, and (ii) with respect to any other Company, to any Company) to the extent that theaggregate value of such Property sold in any single transaction or related series of transactions is greater than or equal to $15.0 million and (b) any issuanceor sale by any Restricted Subsidiary of its Equity Interests to any Person (other than to any Company); provided that the following shall not constitute an“Asset Sale”: (x) any conveyance, sale, lease, transfer or other disposition of obsolete or worn out assets or assets no longer useful in the business of the CreditParties, (y) licenses of Intellectual Property entered into in the ordinary course of business and (z) any conveyance, sale, transfer or other disposition of cashand/or Cash Equivalents.“Assignment Agreement” shall mean an Assignment and Assumption Agreement substantially in the form attached as Exhibit J hereto.“Auction Amount” shall have the meaning provided in Exhibit N hereto.“Auction Manager” shall mean DB, or another financial institution as shall be selected by Borrower in a written notice to Administrative Agent, ineach case in its capacity as Auction Manager.“Auction Procedures” shall mean, collectively, the auction procedures, auction notice, return bid and Borrower Assignment Agreement insubstantially the form set forth as Exhibit N hereto or such other form as is reasonably acceptable to Auction Manager and Borrower; provided, however,Auction Manager, with the prior written consent of Borrower, may amend or modify the procedures, notices, bids and Borrower Assignment Agreement inconnection with any Borrower Loan Purchase (but excluding economic terms of a particular auction after any Lender has validly tendered Loans requested inan offer relating to such auction, other than to increase the Auction Amount or raise the Discount Range applicable to such auction); provided, further, thatno such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due in such auction.“Auto-Extension Letter of Credit” shall have the meaning provided by Section 2.03(b).“Available Amount” shall mean, on any date, an amount not less than zero, equal to:-3- (a)the aggregate amount of Excess Cash Flow for all fiscal years ending after the Closing Date (not less than zero) (commencing with thefiscal year ending December 31, 2014) and prior to such date; plus(b)in the event of (i) the Revocation of a Subsidiary that was Designated as an Unrestricted Subsidiary, (ii) the merger, consolidation oramalgamation of an Unrestricted Subsidiary with or into Borrower or a Restricted Subsidiary (where the surviving entity is Borrower or a RestrictedSubsidiary) or (iii) the transfer or other conveyance of assets of an Unrestricted Subsidiary to, or liquidation of an Unrestricted Subsidiary into, Borroweror a Restricted Subsidiary, an amount equal to the sum of (x) the fair market value of the Investments deemed made by Borrower and its RestrictedSubsidiaries in such Unrestricted Subsidiary at the time such Subsidiary was designated as an Unrestricted Subsidiary, plus (y) the amount of theInvestments of Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary made after such designation and prior to the time of suchRevocation, merger, consolidation, amalgamation, conveyance or transfer (or of the assets transferred or conveyed, as applicable), other than, in the caseof this clause (y), to the extent such Investments funded Investments by such Unrestricted Subsidiary into a Person that, after giving effect to thetransaction described in clauses (i), (ii) or (iii) above, will be an Unrestricted Subsidiary; provided, that clauses (x) and (y) shall not be duplicative of anyreductions in the amount of such Investments pursuant to the proviso to the definition of “Investments”; plus(c)the aggregate amount of any returns, received since the Closing Date and on or prior to such date (including with respect to contractsrelated to such Investments and including dividends, interest, distributions, returns of principal, sale proceeds, repayments, income, payments undercontracts relating to such Indebtedness and similar amounts) by Borrower or any Restricted Subsidiary in respect of any Investments pursuant to Section10.04(l) to the extent not included in Consolidated Net Income; plus(d)the aggregate fair market value of assets or Property acquired in exchange for Equity Interests (other than Disqualified Capital Stock) ofBorrower after the Closing Date and on or prior to such date; plus(e)following the Wynn Las Vegas Reorganization, the aggregate amount of “Restricted Payments” that Wynn Las Vegas makes pursuant toSection 4.07 of the indenture governing the Wynn Las Vegas 2022 Notes, excluding in all cases amounts used, or to be used, to make EquityContributions until such time as Equity Contributions in the amount of the Equity Contribution Threshold have been made; minus(f)the aggregate amount of any (i) Investments made pursuant to Section 10.04(l), (ii) Restricted Payments made pursuant to Section10.06(i)(ii) and (iii) Junior Prepayments pursuant to Section 10.09(a)(ii) (in each case, in reliance on the then-outstanding Available Amount) made sincethe Closing Date and on or prior to such date.“Available Equity Amount” shall mean, on any date, an amount not less than zero, equal to:(a)the Pre-Closing Equity Contribution; plus(b)the aggregate amount of Equity Issuance Proceeds (including upon conversion or exchange of a debt instrument into or for any EquityInterests (other than Disqualified Capital Stock)) received by Borrower after the Closing Date and on or prior to such date other than Specified EquityIssuance Proceeds; plus(c)the aggregate amount of proceeds received by Borrower from the incurrence by Borrower of any Intercompany ContributionIndebtedness (other than any Intercompany Contribution Indebtedness the proceeds of which were derived from Specified Equity Issuance Proceeds)after the Closing Date and on or prior to such date; plus(d)the aggregate amount of any returns, received since the Closing Date and on or prior to such date (including with respect to contractsrelated to such Investments and including dividends, interest, distributions, returns of principal, sale proceeds, repayments, income, payments undercontracts relating to such Indebtedness and similar amounts) by Borrower or any Restricted Subsidiary in respect of any Investments pursuant to Section10.04(y) to the extent not included in Consolidated Net Income; minus-4- (e)the aggregate amount of any (i) Investments made pursuant to Section 10.04(y), (ii) Restricted Payments made pursuant to Section10.06(p) and (iii) Junior Prepayments pursuant to Section 10.09(l) (in each case, in reliance on the then-outstanding Available Equity Amount) madesince the Closing Date and on or prior to such date; minus(f)from and after December 31, 2015, the Equity Contribution Threshold less (x) any Specified Equity Issuance Proceeds and (y) allamounts distributed by the Wynn Las Vegas Entities to the Credit Parties on or after the Wynn Las Vegas Reorganization, provided, that the amountspecified in this clause (f) shall in no case be less than $0.“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now or hereinafter in effect, or any successor statutethereto.“Beneficial Owner” has the meaning assigned to such term in Rules 13d-3 and 13d-5 under the Exchange Act. The terms “Beneficially Owns” and“Beneficially Owned” have a corresponding meaning.“Board of Directors” shall mean, as to any person, the board of directors or other governing body of such person, or if such person is owned ormanaged by a single entity, the board of directors or other governing body of such entity. With respect to Borrower, the Board of Directors of Borrower mayinclude the Board of Directors of any direct or indirect parent of Borrower.“Borrower” has the meaning set forth in the introductory paragraph hereof.“Borrower Assignment Agreement” shall mean, with respect to any assignment to Borrower or one of its Subsidiaries pursuant to Section 13.05(d)consummated pursuant to the Auction Procedures, an Assignment and Acceptance Agreement substantially in the form of Annex C to the Auction Procedures(as may be modified from time to time as set forth in the definition of Auction Procedures).“Borrower Loan Purchase” shall mean any purchase of Term Loans or Revolving Loans by Borrower or one of its Subsidiaries pursuant to Section13.05(d).“Borrower Materials” has the meaning set forth in Section 9.04.“Borrowing” shall mean Loans of the same Class and Type made, converted or continued on the same date and, in the case of LIBOR Loans, as towhich a single Interest Period is in effect.“Business Day” shall mean any day, except a Saturday or Sunday, (a) on which commercial banks are not authorized or required to close in NewYork and (b) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation or conversion of or into, or anInterest Period for, a LIBOR Loan or a notice by Borrower with respect to any such borrowing, payment, prepayment, continuation, conversion or InterestPeriod, that is also a day on which dealings in Dollar deposits are carried out in the London interbank market.“Calculation Date” shall mean the last day of the most recent Test Period.“Capital Expenditures” shall mean, for any period any expenditures by Borrower or its Restricted Subsidiaries for the acquisition or leasing of fixedor capital assets (including Capital Lease Obligations) that should be capitalized in accordance with GAAP and any expenditures by such Person formaintenance, repairs, restoration or refurbishment of the condition or usefulness of Property of such Person that should be capitalized in accordance withGAAP; provided that the following items shall not constitute Capital Expenditures: (a) expenditures made in connection with the replacement, substitution,restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restoredor repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation (or transfers in lieu thereof) of the assets beingreplaced; (b) the purchase price of assets purchased with the trade-in of existing assets solely to the extent that the gross amount of such purchase price isreduced by the credit granted by the seller of such assets for the asset being traded in at such time;-5- (c) the purchase of property or equipment to the extent financed with the proceeds of asset sales or other dispositions outside the ordinary course of businessthat are not required to be applied to prepay the Term Loans pursuant to Section 2.10(a)(iii); (d) expenditures that constitute Permitted Acquisitions or otherAcquisitions not prohibited hereunder; (e) any capitalized interest expense reflected as additions to property in the consolidated balance sheet of Borrowerand its Restricted Subsidiaries (including in connection with sale-leaseback transactions not prohibited hereunder); (f) any non-cash compensation or othernon-cash costs reflected as additions to property in the consolidated balance sheet of Borrower and its Restricted Subsidiaries; and (g) capital expendituresrelating to the construction or acquisition of any property or equipment which has been transferred to a Person other than Borrower or any of its RestrictedSubsidiaries pursuant to a sale-leaseback transaction not prohibited hereunder and capital expenditures arising pursuant to sale-leaseback transactions.“Capital Lease” as applied to any Person, shall mean any lease of any Property by that Person as lessee that, in conformity with GAAP, is required tobe classified and accounted for as a capital lease on the balance sheet of that Person; provided, however, that for the avoidance of doubt, any lease that isaccounted for by any Person as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date by any Person may, in thesole discretion of Borrower, be accounted for as an operating lease and not as a Capital Lease.“Capital Lease Obligations” shall mean, for any Person, all obligations of such Person to pay rent or other amounts under a Capital Lease, and, forpurposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP; provided,however, that for the avoidance of doubt, any lease that is accounted for by any Person as an operating lease as of the Closing Date and any similar leaseentered into after the Closing Date by any Person may, in the sole discretion of Borrower, be accounted for as an operating lease and not as a Capital Lease.“Cash Collateralize” shall mean, in respect of an obligation, to provide and pledge (as a first priority perfected security interest) cash collateral inDollars or other credit support, in each case, at a location and pursuant to documentation in form and substance reasonably satisfactory to (a) AdministrativeAgent and (b) in the case of obligations owing to an L/C Lender, such L/C Lender (and “Cash Collateral” and “Cash Collateralization” have correspondingmeanings).“Cash Equivalents” shall mean, for any Person: (a) direct obligations of the United States, or of any agency thereof, or obligations guaranteed as toprincipal and interest by the United States, or by any agency thereof, in either case maturing not more than three years from the date of acquisition thereof bysuch Person; (b) time deposits, certificates of deposit or bankers’ acceptances (including eurodollar deposits) issued by (i) any bank or trust companyorganized under the laws of the United States or any state thereof and having capital, surplus and undivided profits of at least $250.0 million that is assignedat least a “B” rating by Thomson Financial BankWatch or (ii) any Lender or bank holding company owning any Lender (in each case, at the time ofacquisition); (c) commercial paper maturing not more than three years from the date of acquisition thereof by such Person and (i) issued by any Lender orbank holding company owning any Lender or (ii) rated at least “A‑2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’sor at least “F-2” or the equivalent thereof by Fitch, respectively, or, if none of S&P, Moody’s nor Fitch shall be rating such securities, then from anothernationally recognized rating service (in each case, at the time of acquisition); (d) repurchase obligations with a term of not more than thirty (30) days forunderlying securities of the types described in clause (a) above or (e) below entered into with a bank meeting the qualifications described in clause (b) above(in each case, at the time of acquisition); (e) securities with maturities of three years or less from the date of acquisition issued or fully guaranteed by anystate, commonwealth or territory of the United States, or by any political subdivision or taxing authority thereof or by any foreign government, and having aninvestment grade rating from S&P, Moody’s or Fitch or, if none of S&P, Moody’s nor Fitch shall be rating such securities, then from another nationallyrecognized rating service (in each case, at the time of acquisition); (f) securities with maturities of six months or less from the date of acquisition backed bystandby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) above (in each case, at the time ofacquisition); (g) money market mutual funds that invest primarily in the foregoing items (determined at the time such investment in such fund is made);(h) corporate notes having an investment grade rating from S&P, Moody’s or Fitch or, if none of S&P, Moody’s nor Fitch shall be rating such notes, then fromanother nationally recognized rating service; provided, that at no time shall the value of Cash Equivalents under this clause (h) exceed 10% of the aggregatevalue of Cash and Cash Equivalents then held by-6- Borrower and its Subsidiaries; or (i) marketable direct obligations issued by, or unconditionally guaranteed by, a country other than the United States, orissued by any agency of such country and backed by the full faith and credit of such country, so long as the indebtedness of such country has an investmentgrade rating from S&P, Moody’s or Fitch or, if none of S&P, Moody’s nor Fitch shall be rating such securities, then from another nationally recognized ratingservice (in each case, at the time of acquisition), (ii) time deposits, certificates of deposit or bankers’ acceptances issued by any commercial bank which isorganized and existing under the laws of a country other than the United States or payable to a Company promptly following demand and maturing withintwo years of the date of acquisition and (iii) other customarily utilized high-quality or cash equivalent-type Investments in a country other than the UnitedStates.“Cash Management Agreement” shall mean any agreement to provide cash management services, including treasury, depository, overdraft, creditor debit card, electronic funds transfer and other cash management arrangements.“Cash Management Bank” shall mean any Person that is a party to a Cash Management Agreement with Borrower and/or any of its RestrictedSubsidiaries if such Person was, at the date of entering into such Cash Management Agreement, an Agent, a Lender or an Affiliate of an Agent or a Lender,and such Person executes and delivers to Administrative Agent a letter agreement in form and substance reasonably acceptable to Administrative Agentpursuant to which such Person (a) appoints Collateral Agent as its agent under the applicable Credit Documents and (b) agrees to be bound by the provisionsof Section 12.03.“Casualty Event” shall mean any loss of title or any loss of or damage to or destruction of, or any condemnation or other taking (or settlement inlieu thereof) (including by any Governmental Authority) of, any Property; provided, however, no such event shall constitute a Casualty Event if the proceedsthereof or other compensation in respect thereof is less than $15.0 million. “Casualty Event” shall include, but not be limited to, any taking of all or any partof any Real Property of Borrower or any of its Restricted Subsidiaries or any part thereof, in or by condemnation or other eminent domain proceedingspursuant to any Law (or settlement in lieu thereof), or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property ofBorrower or any of its Restricted Subsidiaries or any part thereof by any Governmental Authority, civil or military.“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 etseq.“CFC Holdco” shall mean any Subsidiary that has no material assets other than Equity Interests in one or more Foreign Subsidiaries that is a“controlled foreign corporation” within the meaning of Section 957 of the Code.“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law,rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereofby any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by anyGovernmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer ProtectionAct and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directivespromulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the UnitedStates or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the dateenacted, adopted or issued.“Change of Control” shall be deemed to have occurred if:(a)Wynn Resorts shall at any time fail to own, directly or indirectly, 60% or more of the voting power of the total outstanding Voting Stockof Borrower;(b) Wynn Resorts shall at any time fail to own, directly or indirectly, 50% or more of the voting power of the total outstanding Voting Stockand 50% or more of the total economic interest of Wynn Macau; or-7- (c)Borrower shall at any time fail to own, directly or indirectly, 100% of the voting power of the total outstanding Voting Stock of WynnMassachusetts and, from and after the Wynn Las Vegas Reorganization, Wynn Las Vegas.“Charges” has the meaning set forth in Section 13.19.“Class” has the meaning set forth in Section 1.03.“Closing Date” shall mean the date of this Agreement, which date is November 20, 2014.“Closing Date Revolving Commitment” shall mean a Revolving Commitment established on the Closing Date.“Closing Date Revolving Facility” shall mean the credit facility comprising the Closing Date Revolving Commitments.“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.“Collateral” shall mean all of the Pledged Collateral, the Mortgaged Real Property, all Property encumbered pursuant to Sections 9.08 and 9.11,and all other Property of a Credit Party, whether now owned or hereafter acquired, upon which a Lien securing the Obligations is granted or purported to begranted under any Security Document. “Collateral” shall not include any assets or Property that has been released (in accordance with the Credit Documents)from the Lien granted to the Collateral Agent pursuant to the Collateral Documents, unless and until such time as such assets or Property are required by theCredit Documents to again become subject to a Lien in favor of the Collateral Agent.“Collateral Account” shall mean (a) a Deposit Account (as defined in the UCC) of Borrower with respect to which Collateral Agent has “control” (asdefined in Section 9-104 of the UCC) or (b) a Securities Account (as defined in the UCC) of Borrower with respect to which Collateral Agent has “control” (asdefined in Section 9-106 of the UCC).“Collateral Agent” has the meaning set forth in the introductory paragraph hereof.“Commitments” shall mean the Revolving Commitments, the Term Facility Commitments and any Other Commitments.“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successorstatute.“Companies” shall mean Borrower and its Subsidiaries; and “Company” shall mean any one of them.“Competitor” shall mean a Person or Affiliate of any Person (other than, subject to the other limitations set forth in this definition, an Affiliate ofany Credit Party) that operates, manages or controls the operation of a Facility or controls, has entered into any agreement to control or is under commoncontrol with, in each case directly or indirectly, any entity that operates, manages or controls the operation of a Facility; provided that the foregoing shall notinclude (i) commercial or corporate banks and (ii) any funds which principally hold passive investments in commercial loans or debt securities for investmentpurposes in the ordinary course of business.“Completion Guaranty” shall mean a completion guaranty substantially in the form of Exhibit F between Wynn Resorts and Administrative Agent,as the same may be amended in accordance with the terms thereof and hereof.“Consolidated Companies” shall mean Borrower and each Subsidiary of Borrower (whether now existing or hereafter created or acquired), thefinancial statements of which are (or should be) consolidated with the financial statements of Borrower in accordance with GAAP.-8- “Consolidated Current Assets” means, with respect to any Person at any date, the total consolidated current assets of such Person and itsSubsidiaries (other than Unrestricted Subsidiaries) that would, in accordance with GAAP, be classified as current assets on a consolidated balance sheet ofsuch Person and its Subsidiaries (other than Unrestricted Subsidiaries), other than (x) cash and Cash Equivalents and (y) the current portion of deferredincome tax assets.“Consolidated Current Liabilities” means, with respect to any Person at any date, all liabilities of such Person and its Subsidiaries (other thanUnrestricted Subsidiaries) at such date that would, in accordance with GAAP, be classified as current liabilities on a consolidated balance sheet of suchPerson and its Subsidiaries (other than Unrestricted Subsidiaries), other than (x) the current portion of any Indebtedness and (y) the current portion of deferredincome taxes.“Consolidated EBITDA” shall mean, for any Test Period, the sum (without duplication) of Consolidated Net Income for such Test Period; plus(a)in each case to the extent deducted in calculating such Consolidated Net Income:(i) provisions for taxes based on income or profits or capital gains, plus franchise or similar taxes, of Borrower and itsRestricted Subsidiaries for such Test Period;(ii) Consolidated Interest Expense of Borrower and its Restricted Subsidiaries for such Test Period, whether paid oraccrued and whether or not capitalized;(iii) any cost, charge, fee or expense (including discounts and commissions and including fees and charges incurred inrespect of letters of credit or bankers acceptance financings) (or any amortization of any of the foregoing) associated with anyissuance (or proposed issuance) of debt, or equity or any refinancing transaction (or proposed refinancing transaction) or anyamendment or other modification of any debt instrument;(iv) depreciation, amortization (including amortization of goodwill and other intangibles) and any other non-cashcharges or expenses, including any write off or write downs, reducing Consolidated Net Income (excluding (x) any amortization ofa prepaid cash expense that was paid in a prior Test Period and (y) any non-cash charges and expenses that result in an accrual of areserve for cash charges in any future Test Period that Borrower elects not to add back in the current Test Period (it beingunderstood that reserves may be charged in the current Test Period or when paid, as reasonably determined by Borrower)) ofBorrower and its Restricted Subsidiaries for such Test Period; provided that if any such non-cash charges or expenses represent anaccrual of a reserve for potential cash items in any future Test Period, the cash payment in respect thereof in such future Test Periodshall be subtracted from Consolidated EBITDA to the extent Borrower elected to previously add back such amounts toConsolidated EBITDA;(v) any Pre-Opening Expenses;(vi) the amount of any restructuring charges or reserve (including those relating to severance, relocation costs and one-time compensation charges), costs incurred in connection with any non-recurring strategic initiatives, other business optimizationexpenses (including incentive costs and expenses relating to business optimization programs and signing, retention andcompletion bonuses) and any unusual or non-recurring charges or items of loss or expense (including, without limitation, losses onasset sales (other than asset sales in the ordinary course of business));(vii) any charges, fees and expenses (or any amortization thereof) (including, without limitation, all legal, accounting,advisory or other transaction-related fees, charges, costs and expenses and any bonuses or success fee payments related to theTransactions)-9- related to the Transactions, any Permitted Acquisition or Investment (including any other Acquisition) or disposition (or any suchproposed acquisition, Investment or disposition) (including amortization or write offs of debt issuance or deferred financing costs,premiums and prepayment penalties), in each case, whether or not successful;(viii) any losses resulting from mark to market accounting of Swap Contracts or other derivative instruments; and(ix) the aggregate amount of accrued and unpaid Management Fees and IP Licensing Fees; provided that the cashpayment in respect of such accrued and unpaid Management Fees and IP Licensing Fees in any future Test Period shall besubtracted from Consolidated EBITDA in such Test Period to the extent Borrower elected to previously add back such amounts toConsolidated EBITDA; minus(b)in each case to the extent included in calculating such Consolidated Net Income:(i)non-cash items increasing such Consolidated Net Income for such Test Period, other than the accrual of revenue in the ordinarycourse of business, and other than any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges for any priorTest Period subsequent to the issue date which was not added back to Consolidated EBITDA when accrued;(ii)the amount of any gains resulting from mark to market accounting of Swap Contracts or other derivative instruments; plus(c)the amount of cost savings, operating expense reductions and synergies projected by Borrower in good faith to be realized as a result ofspecified actions taken or with respect to which steps have been initiated (in the good faith determination of Borrower) during such Test Period (or withrespect to Specified Transactions, are reasonably expected to be initiated within fifteen (15) months of the closing date of the Specified Transaction),including in connection with any Specified Transaction (calculated on a Pro Forma Basis as though such cost savings, operating expense reductions andsynergies had been realized during the entirety of such Test Period), net of the amount of actual benefits realized during such Test Period from suchactions; provided that (i) a duly completed Officer’s Certificate of Borrower shall be delivered to Administrative Agent together with the applicableSection 9.04 Financials, providing reasonable detail with respect to such cost savings, operating expense reductions and synergies and certifying thatsuch savings, operating expense reductions and synergies are reasonably expected to be realized within fifteen (15) months of the taking of suchspecified actions and are factually supportable in the good faith judgment of Borrower, (ii) such actions are to be taken within fifteen (15) months afterthe consummation of such Specified Transaction, restructuring or implementation of an initiative that is expected to result in such cost savings, expensereductions or synergies, (iii) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (c) to the extentduplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such TestPeriod, and (iv) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this clause (c) to theextent more than fifteen (15) months have elapsed after the specified action taken in order to realize such projected cost savings, operating expensereductions and synergies; provided, that the aggregate amount of additions made to Consolidated EBITDA for any Test Period pursuant to this clause (c)and Section 1.06(c) shall not (i) exceed 20.0% of Consolidated EBITDA for such Test Period (after giving effect to this clause (c) and Section 1.06(c)) or(ii) be duplicative of one another; plus(d)to the extent not included in Consolidated Net Income, the amount of business interruption insurance proceeds received during suchTest Period or after such Test Period and on or prior to the date the calculation is made with respect to such Test Period, attributable to any propertywhich has been closed or had operations curtailed for such Test Period; provided that such amount of insurance proceeds shall only be included pursuantto this clause (d) to the extent of the amount of insurance proceeds plus Consolidated EBITDA attributable to such property for such Test Period (withoutgiving effect to this clause (d)) does not exceed Consolidated EBITDA attributable to such property during the most recently completed four fiscalquarters for which financial results are available that-10- such property was fully operational (or if such property has not been fully operational for four consecutive fiscal quarters for which financial results areavailable prior to such closure or curtailment, the Consolidated EBITDA attributable to such property during the Test Period prior to such closure orcurtailment (for which financial results are available) annualized over four fiscal quarters); plus(e)cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA orConsolidated Net Income in any Test Period to the extent non-cash gains relating to such income were deducted in the calculation of ConsolidatedEBITDA pursuant to paragraph (b) above for any previous Test Period and not added back.Consolidated EBITDA shall be further adjusted:(A)to include the Consolidated EBITDA of (i) any Person, property, business or asset (including a management agreement or similaragreement) (other than an Unrestricted Subsidiary) acquired by Borrower or any Restricted Subsidiary during such Test Period and (ii) any UnrestrictedSubsidiary that is revoked and converted into a Restricted Subsidiary during such Test Period, in each case, based on the Consolidated EBITDA of suchPerson (or attributable to such property, business or asset) for such period (including the portion thereof occurring prior to such acquisition orRevocation), determined as if references to Borrower and its Restricted Subsidiaries in Consolidated Net Income and other defined terms therein were tosuch Person and its Subsidiaries;(B)to exclude the Consolidated EBITDA of (i) any Person, property, business or asset (other than an Unrestricted Subsidiary) sold,transferred or otherwise disposed of, closed or classified as discontinued operations by Borrower or any Restricted Subsidiary during such Test Periodand (ii) any Restricted Subsidiary that is designated as an Unrestricted Subsidiary during such Test Period, in each case based on the actual ConsolidatedEBITDA of such Person for such period (including the portion thereof occurring prior to such sale, transfer, disposition, closing, classification orconversion), determined as if references to Borrower and its Restricted Subsidiaries in Consolidated Net Income and other defined terms therein were tosuch Person and its Subsidiaries;(C)for any Development Financing Initial Fiscal Quarter and each of the immediately succeeding two fiscal quarters thereafter, bymultiplying the Consolidated EBITDA attributable to the applicable Expansion Capital Expenditure or Development Project (as determined byBorrower in good faith) in respect of such three fiscal quarters by: (x) 4 (with respect to the first such quarter), (y) 2 (with respect to the first two suchquarters), and (z) 4/3 (with respect to the first three such quarters) and, for the avoidance of doubt, excluding Consolidated EBITDA attributable to suchapplicable Expansion Capital Expenditures or Development Project for the fiscal quarter immediately preceding such Development Financing InitialFiscal Quarter when calculating Consolidated EBITDA during any such three fiscal quarters;(D)for the fiscal quarter in which the Initial Test Date occurs and each of the immediately succeeding two fiscal quarters thereafter, byadding to Consolidated EBITDA (x) $200.0 million (for the first such quarter), (y) $130.0 million (for the second such quarter), and (z) $70.0 million (forthe third such quarter);(E)in any fiscal quarter during which a purchase of property that prior to such purchase was subject to any operating lease that will beterminated in connection with such purchase shall occur and during the three (3) following fiscal quarters, by increasing Consolidated EBITDA by anamount equal to the quarterly payment in respect of such lease (as if such purchase did not occur) times (a) four (4) (in the case of the quarter in whichsuch purchase occurs), (b) three (3) (in the case of the quarter following such purchase), (c) two (2) (in the case of the second quarter following suchpurchase) and (d) one (1) (in the case of the third quarter following such purchase), all as determined on a consolidated basis for Borrower and itsRestricted Subsidiaries; and(F)to exclude the Consolidated EBITDA attributable to Restricted Subsidiaries that are not Guarantors, to the extent the ConsolidatedEBITDA attributable to such Persons exceeds 20% of Consolidated EBITDA for Borrower and its Restricted Subsidiaries for such Test Period (calculatedafter giving effect to such limitation); provided that, with respect to any Restricted Subsidiary that is not required to become a Guarantor pursuant to thisAgreement solely as a result of any applicable Gaming Laws or Gaming Approvals, such limitation shall not apply-11- until the date that is ninety (90) days after the date such Restricted Subsidiary would have otherwise been required to become a Guarantor; provided,further, that from and after the Wynn Las Vegas Reorganization, and prior to the Wynn Las Vegas 2020 and 2022 Note Repayment, this clause (F) shallnot apply to the Wynn Las Vegas Entities.“Consolidated Indebtedness” shall mean, as at any date of determination, (a) the aggregate amount of all Indebtedness of Borrower and itsRestricted Subsidiaries (other than (x) any such Indebtedness that has been Discharged and (y) Intercompany Contribution Indebtedness) on such date, in anamount that would be reflected on a balance sheet on such date prepared on a consolidated basis in accordance with GAAP, consisting of Indebtedness forborrowed money, obligations in respect of Capital Leases, purchase money Indebtedness, Indebtedness of the kind described in clause (d) of the definition of“Indebtedness,” Indebtedness evidenced by promissory notes and similar instruments and Contingent Obligations in respect of any of the foregoing (to beincluded only to the extent set forth in clause (iii) below) minus (b) Development Financing (excluding Development Financing to the extent proceedsthereof consist of Unrestricted Cash that was deducted from Consolidated Indebtedness for purposes of determining the Consolidated Senior Secured NetLeverage Ratio pursuant to the definitions thereof, if any); provided that (i) Consolidated Indebtedness shall not include (A) Indebtedness in respect of lettersof credit (including Letters of Credit), except to the extent of unreimbursed amounts thereunder or (B) Indebtedness of the type described in clause (i) of thedefinition thereof, (ii) the amount of Consolidated Indebtedness, in the case of Indebtedness of a Restricted Subsidiary that is not a Wholly OwnedSubsidiary, shall be reduced by an amount directly proportional to the amount (if any) by which Consolidated EBITDA was reduced (including through thecalculation of Consolidated Net Income) (A) in respect of such non-controlling interest in such Restricted Subsidiary owned by a Person other than Borroweror any of its Restricted Subsidiaries or (B) pursuant to clause (G) of the definition of Consolidated EBITDA (provided that in the case of this clause (ii)(B),such Indebtedness is not guaranteed by any Credit Party), (iii) Consolidated Indebtedness shall not include Contingent Obligations, provided, however, thatif and when any such Contingent Obligation is demanded for payment from Borrower or any of its Restricted Subsidiaries, then the amounts of suchContingent Obligation shall be included in such calculations, and (iv) the amount of Consolidated Indebtedness, in the case of Indebtedness of a Subsidiaryof Borrower that is not a Guarantor and which Indebtedness is not guaranteed by any Credit Party, shall be reduced by an amount directly proportional to theamount by which Consolidated EBITDA was reduced due to the undistributed earnings of such Subsidiary being excluded from Consolidated Net Incomepursuant to clause (d) thereof.“Consolidated Interest Expense” shall mean, for any Test Period, the sum of interest expense of Borrower and its Restricted Subsidiaries for suchTest Period as determined on a consolidated basis in accordance with GAAP, plus, to the extent deducted in arriving at Consolidated Net Income and withoutduplication, (a) the interest portion of payments on Capital Leases, (b) amortization of financing fees, debt issuance costs and interest or deferred financing ordebt issuance costs, (c) arrangement, commitment or upfront fees, original issue discount, redemption or prepayment premiums, (d) commissions, discountsand other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, (e) interest with respect to Indebtedness that has beenDischarged, (f) the accretion or accrual of discounted liabilities during such period, (g) interest expense attributable to the movement of the mark-to-marketvaluation of obligations under Swap Contracts or other derivative instruments, (h) payments made under Swap Contracts relating to interest rates with respectto such Test Period and any costs associated with breakage in respect of hedging agreements for interest rates, (i) all interest expense consisting of liquidateddamages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance withGAAP, (j) fees and expenses associated with the consummation of the Transactions (k) annual or quarterly agency fees paid to Administrative Agent and (l)costs and fees associated with obtaining Swap Contracts and fees payable thereunder.“Consolidated Net Income” shall mean, for any Test Period, the aggregate of the net income of Borrower and its Restricted Subsidiaries for suchTest Period, on a consolidated basis, determined in accordance with GAAP; provided that, without duplication:(a)any gain or loss (together with any related provision for taxes thereon) realized in connection with (i) any asset sale or (ii) anydisposition of any securities by such Person or any of its Restricted Subsidiaries shall be excluded;(b)any extraordinary gain or loss (together with any related provision for taxes thereon) shall be excluded;-12- (c)the net income of any Person that (i) is not a Restricted Subsidiary, (ii) is accounted for by the equity method of accounting, (iii) is anUnrestricted Subsidiary or (iv) is a Restricted Subsidiary (or former Restricted Subsidiary) with respect to which a Trigger Event has occurred followingthe occurrence and during the continuance of such Trigger Event shall be excluded; provided that Consolidated Net Income of Borrower and itsRestricted Subsidiaries shall be increased by the amount of dividends or distributions or other payments (including management fees) that are actuallypaid or are payable in cash to Borrower or a Restricted Subsidiary thereof in respect of such period by such Persons (or to the extent converted into cash);(d)the undistributed earnings of any Subsidiary of Borrower that is not a Guarantor to the extent that, on the date of determination thepayment of cash dividends or similar cash distributions by such Subsidiary (or loans or advances by such subsidiary to any parent company) are notpermitted by the terms of any Contractual Obligation (other than under any Credit Document) or Requirement of Law applicable to such Subsidiary shallbe excluded, unless such restrictions with respect to the payment of cash dividends and other similar cash distributions have been waived; provided thatConsolidated Net Income of Borrower and its Restricted Subsidiaries shall be increased by the amount of dividends or distributions or other payments(including management fees) that are actually paid or are payable in cash to Borrower or a Restricted Subsidiary (not subject to such restriction) thereofin respect of such period by such Subsidiaries (or to the extent converted into cash); provided, that from and after the Wynn Las Vegas Reorganizationthis clause (d) shall not apply to the Wynn Las Vegas Entities;(e)any goodwill or other asset impairment charges or other asset write-offs or write downs, including any resulting from the application ofAccounting Standards Codification Nos. 350 and No. 360, and any expenses or charges relating to the amortization of intangibles as a result of theapplication of Accounting Standards Codification No. 805, shall be excluded;(f)any non-cash charges or expenses related to the repurchase of stock options to the extent not prohibited by this Agreement, and any non-cash charges or expenses related to the grant, issuance or repricing of, or any amendment or substitution with respect to, stock appreciation or similarrights, stock options, restricted stock, or other Equity Interests or other equity based awards or rights or equivalent instruments, shall be excluded;(g)the cumulative effect of a change in accounting principles shall be excluded;(h)any expenses or reserves for liabilities shall be excluded to the extent that Borrower or any of its Restricted Subsidiaries is entitled toindemnification therefor under binding agreements; provided that any such liabilities for which Borrower or any of its Restricted Subsidiaries is notactually indemnified shall reduce Consolidated Net Income for the period in which it is determined that Borrower or such Restricted Subsidiary will notbe indemnified (to the extent such liabilities would otherwise reduce Consolidated Net Income without giving effect to this clause (h));(i)losses, to the extent covered by insurance and actually reimbursed, or, so long as Borrower has made a determination that there existsreasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (i) not denied by the applicablecarrier in writing within 180 days and (ii) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so addedback to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded;(j)gains and losses resulting solely from fluctuations in currency values and the related tax effects shall be excluded, and charges relating toAccounting Standards Codification Nos. 815 and 820 shall be excluded; and(k)the net income (or loss) of a Restricted Subsidiary that is not a Wholly Owned Subsidiary shall be included in an amount proportional toBorrower’s economic ownership interest therein.“Consolidated Senior Secured Net Leverage Ratio” shall mean, as of any date of determination, the ratio of (a) (i) Consolidated Indebtedness ofBorrower and its Restricted Subsidiaries that is secured by Liens on property or assets of Borrower or its Restricted Subsidiaries as of such date (other than (x)any such Consolidated Indebtedness-13- that is expressly subordinated in right of payment to the Obligations pursuant to a written agreement and (y) any such Consolidated Indebtedness that, fromand after the Wynn Las Vegas Reorganization, benefits from the Wynn Las Vegas Pledge (but is not otherwise secured by any Liens on property or assets ofBorrower or its Restricted Subsidiaries as of such date)) minus (ii) Unrestricted Cash to (b) Consolidated EBITDA for the Test Period most recently endedprior to such date; provided, that for purposes of calculating the Consolidated Senior Secured Net Leverage Ratio, Consolidated EBITDA for the fiscalquarter in which a Qualifying Act of Terrorism shall have occurred and the next two succeeding fiscal quarters thereafter shall, in each case, be the greater of(1) Substituted Consolidated EBITDA and (2) actual Consolidated EBITDA for such fiscal quarter.“Contingent Obligation” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person,whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance orsupply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor orotherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring theowner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; or (d) otherwise to assure or holdharmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not includeendorsements of instruments for deposit or collection in the ordinary course of business and any lease guarantees executed by any Company in the ordinarycourse of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primaryobligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may beliable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipatedpotential liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.“Contractual Obligation” shall mean as to any Person, any provision of any security issued by such Person or of any mortgage, deed of trust,security agreement, pledge agreement, promissory note, indenture, credit or loan agreement, guaranty, securities purchase agreement, instrument, lease,contract, agreement or other contractual obligation to which such Person is a party or by which it or any of its Property is bound or subject.“Covenant Suspension Period” shall mean the period commencing on the date of any Qualifying Act of Terrorism and continuing until (andincluding) the last day of the second full fiscal quarter following the fiscal quarter in which the Qualifying Act of Terrorism occurs; provided, however, that ifa separate and distinct Qualifying Act of Terrorism occurs during any Covenant Suspension Period, such Covenant Suspension Period shall continue until(and including) the last day of the second full fiscal quarter following the fiscal quarter in which such subsequent Qualifying Act of Terrorism shall occur.Notwithstanding the foregoing, Borrower may, in its sole discretion, elect that any Covenant Suspension Period end on any date prior to the date that suchCovenant Suspension Period would otherwise end absent such election.“Covered Taxes” shall mean (a) all Taxes imposed on or with respect to any payment made by or on account of any obligation of any Credit Partyunder this Agreement, any Note, any Guarantee or any other Credit Document and (b) to the extent not otherwise described in the foregoing clause (a), OtherTaxes; other than, in the case of clause (a) or (b), Excluded Taxes.“Credit Agreement Refinancing Indebtedness” shall mean (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority RefinancingDebt, (c) Permitted Unsecured Refinancing Debt or (d) other Indebtedness incurred pursuant to a Refinancing Amendment (including, without limitation,Other Term Loans and Other Revolving Loans), in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal ofexisting Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, then-existing Term Loans, Revolving Loans (and/or unusedRevolving Commitments) and/or Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that (i) such Indebtedness has the same or alater maturity and, except in the case of any Indebtedness consisting of a revolving credit facility, a Weighted Average Life to Maturity equal to or greaterthan the Refinanced Debt (provided that the stated maturity or Weighted Average Life to Maturity may be shorter if the-14- stated maturity of any principal payment (including any amortization payments) is not earlier than the earlier of (1) the stated maturity of such Indebtednessin effect prior to such refinancing or (2) 91 days after the Final Maturity Date in effect at the time of issuance), (ii) such Indebtedness shall not have a greaterprincipal amount than the principal amount of the Refinanced Debt, plus, accrued interest, fees and premiums (if any) thereon, plus, other fees and expensesassociated with the refinancing (including any upfront fees and original issue discount), (iii) such Refinanced Debt shall be repaid, defeased or satisfied anddischarged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such CreditAgreement Refinancing Indebtedness is issued, incurred or obtained, (iv) to the extent such Credit Agreement Refinancing Indebtedness consists of arevolving credit facility, the Revolving Commitments shall be reduced and/or terminated, as applicable, such that the Total Revolving Commitments (aftergiving effect to such Credit Agreement Refinancing Indebtedness and such reduction or termination) shall not exceed the Total Revolving Commitmentsimmediately prior to the incurrence of such Credit Agreement Refinancing Indebtedness, plus, accrued interest, fees and premiums (if any) thereon, plus,other fees and expenses associated with the refinancing (including any upfront fees and original issue discount), (v) the terms (excluding pricing, fees, ratefloors, premiums, optional prepayment or optional redemption provisions) of which are (as determined by Borrower in good faith), taken as a whole, notmaterially more restrictive than the terms set forth in this Agreement, (vi) Borrower shall be the sole borrower thereunder and no Subsidiary of Borrower shallguaranty such Indebtedness unless such Subsidiary is also a Guarantor hereunder, and (vii) such Indebtedness shall not be secured by any Liens, except Lienson the Collateral.“Credit Documents” shall mean (a) this Agreement, (b) the Notes, (c) the L/C Documents, (d) the Security Documents, (e) any Pari Passu IntercreditorAgreement, (f) any Second Lien Intercreditor Agreement, (g) any Extension Amendment, (h) the Completion Guaranty, (i) any Subordination Agreement and(j) each other agreement entered into by any Credit Party with Administrative Agent, Collateral Agent and/or any Lender, in connection herewith or therewithevidencing or governing the Obligations (other than the Fee Letter), all as amended from time to time, but shall not include a Swap Contract or CashManagement Agreement.“Credit Parties” shall mean Borrower and the Guarantors.“Credit Swap Contracts” shall mean any Swap Contract between Borrower and/or any or all of its Restricted Subsidiaries and a Swap Provider(excluding any Swap Contract of the type described in the last sentence of the definition of Swap Contract).“Creditor” shall mean each of (a) each Agent, (b) each L/C Lender and (c) each Lender.“Cure Expiration Date” has the meaning assigned to such term in Section 11.03.“DB” shall mean Deutsche Bank AG New York Branch.“Debt Fund Affiliate Lender” shall mean a Lender that is an Affiliate of Borrower that is primarily engaged in, or advises funds or other investmentvehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities inthe ordinary course and for which neither Wynn Resorts nor its Subsidiaries, directly or indirectly, possesses the power to direct or cause the direction of theinvestment policies of such entity.“Debt Issuance” shall mean the incurrence by Borrower or any Restricted Subsidiary of any Indebtedness after the Closing Date (other than aspermitted by Section 10.01). The issuance or sale of any debt instrument convertible into or exchangeable or exercisable for any Equity Interests shall bedeemed a Debt Issuance for purposes of Section 2.10(a).“Debtor Relief Laws” shall mean the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit ofcreditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicablejurisdiction from time to time in effect.“Declined Amounts” shall have the meaning given to such term in Section 2.10(b).-15- “Default” shall mean any event or condition that constitutes an Event of Default or that would become, with notice or lapse of time or both, anEvent of Default.“Default Rate” shall mean a per annum rate equal to, (i) in the case of principal on any Loan, the rate which is 2% in excess of the rate borne by suchLoan immediately prior to the respective payment default or other Event of Default, and (ii) in the case of any other Obligations, the rate which is 2% inexcess of the rate otherwise applicable to ABR Loans which are Revolving Loans from time to time (determined based on a weighted average if multipleTranches of Revolving Commitments are then outstanding).“Defaulting Lender” shall mean, subject to Section 2.14(b), any Lender that (i) has failed to (A) fund all or any portion of its Loans within two (2)Business Days of the date such Loans were required to be funded hereunder unless such Lender has notified Administrative Agent and Borrower in writingthat such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding has not been satisfied (whichconditions precedent, together with the applicable default, if any, will be specifically identified in such writing), or (B) comply with its obligations under thisAgreement to make a payment to the L/C Lender in respect of a L/C Liability, and/or make a payment to a Lender of any amount required to be paid to ithereunder, in each case within two (2) Business Days of the date when due, (ii) has notified Borrower, Administrative Agent or an L/C Lender in writing, orhas stated publicly, that it will not comply with any such funding obligation hereunder, unless such writing or statement states that such position is based onsuch Lender’s good faith determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with theapplicable default, if any, will be specifically identified in such writing or public statement), or has defaulted generally (excluding bona fide disputes) on itsfunding obligations under other loan agreements or credit agreements or other similar agreements, (iii) a Lender Insolvency Event has occurred and iscontinuing with respect to such Lender or its Parent Company or (iv) any Lender that has, for three or more Business Days after written request ofAdministrative Agent or Borrower, failed to confirm in writing to Administrative Agent and Borrower that it will comply with its prospective fundingobligations hereunder (provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (iv) upon Administrative Agent’s andBorrower’s receipt of such written confirmation). Any determination of a Defaulting Lender under clauses (i) through (iv) above will be conclusive andbinding absent manifest error.“Designated Jurisdiction” shall mean any country or territory to the extent that such country or territory is, or whose government is, the subject ofany Sanction broadly prohibiting dealings with such government, country, or territory, including, without limitation, currently, Cuba, Iran, Burma, NorthKorea, Sudan and Syria.“Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by Borrower or any of its RestrictedSubsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to an Officers’ Certificate setting forththe basis of such valuation, executed by a financial officer of Borrower, minus the amount of cash or Cash Equivalents received in connection with asubsequent sale of or collection on such Designated Non-Cash Consideration.“Designation” has the meaning set forth in Section 9.12(a).“Designation Amount” has the meaning set forth in Section 9.12(a)(ii).“Development Financing” shall mean, without duplication, the aggregate principal amount (not to exceed $500.0 million at any time prior to theInitial Test Date), of outstanding Indebtedness (including Indebtedness hereunder), the proceeds of which, at the time of determination, as certified by aResponsible Officer of Borrower, are pending application and are intended to be used to fund, or have previously been applied to, in each case, (i) ExpansionCapital Expenditures of Borrower or any Restricted Subsidiary, (ii) Investments in or Capital Expenditures or other expenditures with respect to aDevelopment Project or (iii) interest, fees or related charges with respect to such Indebtedness; provided that (A) Borrower or the Restricted Subsidiary orother Person that owns assets subject to the Expansion Capital Expenditure or Development Project, as applicable, has not at any time abandoneddevelopment efforts with respect to such Expansion Capital Expenditure or Development Project, as applicable, for a period in excess of 90 consecutive days(other than as a result of a force majeure event or inability to obtain requisite Gaming Approvals or other governmental authorizations, so long as, in the caseof any such Gaming Approvals or other governmental authorizations,-16- Borrower or a Restricted Subsidiary or other applicable Person is diligently pursuing such Gaming Approvals or governmental authorizations) and (B) nosuch Indebtedness shall constitute Development Financing from and after the second full fiscal quarter following the fiscal quarter in which occurs the earlierof (x) opening of the applicable Expansion Capital Expenditures (or the business represented thereby) or Development Project to the general public forbusiness and (y) completion of construction of the applicable Expansion Capital Expenditures or Development Project (such second full fiscal quarter, the“Development Financing Initial Fiscal Quarter”).“Development Financing Initial Fiscal Quarter” shall have the meaning assigned to such term in the definition of “Development Financing.”“Development Project” shall mean any Facility under development (excluding the Wynn Massachusetts Project) directly or indirectly by (a)Borrower or any of its Restricted Subsidiaries, (b) any Joint Ventures in which Borrower or any of its Restricted Subsidiaries, directly or indirectly, has controlor with whom it has a management or similar contract and in which Borrower or any of its Restricted Subsidiaries owns (directly or indirectly) at least 25% ofthe Equity Interest of such Joint Venture or (c) other Persons with respect to which Borrower or any of its Restricted Subsidiaries has (directly or indirectlythrough Subsidiaries) entered into a management or similar contract and such contract remains in full force and effect at the time of such determination.“Discharged” shall mean Indebtedness that has been defeased (pursuant to a contractual or legal defeasance) or discharged pursuant to theprepayment or deposit of amounts sufficient to satisfy such Indebtedness as it becomes due or irrevocably called for redemption (and regardless of whethersuch Indebtedness constitutes a liability on the balance sheet of the obligors thereof); provided, however, that the Indebtedness shall be deemed Dischargedif the payment or deposit of all amounts required for defeasance or discharge or redemption thereof have been made even if certain conditions thereto havenot been satisfied, so long as such conditions are reasonably expected to be satisfied within 95 days after such prepayment or deposit.“Discount Range” shall have the meaning provided in Exhibit N hereto.“Disinterested Director” shall mean, with respect to any person and transaction, a member of the Board of Directors of such person who does nothave any material direct or indirect financial interest in or with respect to such transaction.“Disqualification” shall mean, with respect to any Lender: (a) the failure of that person timely to file pursuant to applicable Gaming Laws (i) anyapplication requested of that person by any Gaming Authority in connection with any licensing required of that person as a lender to Borrower; or (ii) anyrequired application or other papers in connection with determination of the suitability of that person as a lender to Borrower; (b) the withdrawal by thatperson (except where requested or permitted by the Gaming Authority) of any such application or other required papers; (c) any finding by a GamingAuthority that there is reasonable cause to believe that such person may be found unqualified or unsuitable; or (d) any final determination by a GamingAuthority pursuant to applicable Gaming Laws: (i) that such person is “unsuitable” as a lender to Borrower; (ii) that such person shall be “disqualified” as alender to Borrower; or (iii) denying the issuance to that person of any license or other approval required under applicable Gaming Laws to be held by alllenders to Borrower.“Disqualified Capital Stock” shall mean, with respect to any Person, any Equity Interest of such Person that, by its terms (or by the terms of anysecurity into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures (excluding any maturity as the result of anoptional redemption by the issuer thereof) or is mandatorily redeemable or redeemable at the sole option of the holder thereof (other than solely (x) forQualified Capital Stock or upon a sale of assets, casualty event or a change of control, in each case, subject to the prior payment in full of the Obligations, (y)as a result of a redemption required by Gaming Law or (z) as a result of a redemption that by the terms of such Equity Interest is contingent upon suchredemption not being prohibited by this Agreement), pursuant to a sinking fund obligation or otherwise (other than solely for Qualified Capital Stock) orexchangeable or convertible into debt securities of the issuer thereof at the sole option of the holder thereof, in whole or in part, on or prior to the date that is181 days after the Final Maturity Date then in effect at the time of issuance thereof.-17- “Disqualified Lenders” shall mean such Persons that have been specified in writing to the Administrative Agent (it being understood that theAdministrative Agent will distribute the list of such Persons to the Lenders) (a) at least 10 Business Days prior to the Closing Date as being “DisqualifiedLenders” and (b) within 10 Business Days after the end of each fiscal quarter, provided, that (i) if no Persons are specified in writing to the AdministrativeAgent pursuant to clause (b) for any fiscal quarter, the Persons specified in writing to the Administrative Agent with respect to the previous fiscal quarter (or,if no previous fiscal quarter, pursuant to clause (a) above), shall be deemed to have been specified in writing to the Administrative Agent for such fiscalquarter, and (ii) in no event shall any Person be specified in writing to the Administrative Agent pursuant to clause (b) above at any time that such Person is aLender hereunder.“Documentation Agent” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as documentation agent hereunder.“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to anyamount denominated in any Alternate Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable L/CLender, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollarswith such Alternate Currency.“Dollars” and “$” shall mean the lawful money of the United States.“Domestic Subsidiary” of any Person shall mean any Subsidiary of such Person incorporated, organized or formed in the United States, any statethereof or the District of Columbia.“Eligible Assignee” shall mean and include (i) a commercial bank, an insurance company, a finance company, a financial institution, any fund thatinvests in loans or any other “accredited investor” (as defined in Regulation D), (ii) solely for purposes of Borrower Loan Purchases, Borrower and itsRestricted Subsidiaries, and (iii) so long as in compliance with Sections 13.05(e) and (f), as applicable, Affiliate Lenders and Debt Fund Affiliates; provided,however, that (x) other than as set forth in clause (ii) of this definition, neither Borrower nor any of Borrower’s Affiliates or Subsidiaries shall be an EligibleAssignee, (y) Eligible Assignee shall not include any Person that is a Competitor unless consented to in writing by Borrower and (z) Eligible Assignee shallnot include any Person who is a Defaulting Lender or is subject to a Disqualification.“Employee Benefit Plan” shall mean an employee benefit plan (as defined in Section 3(3) of ERISA) that is maintained or contributed to byBorrower or any of its Restricted Subsidiaries.“Encore at Wynn Las Vegas” means the hotel tower, casino facility and retail and convention space that is part of Wynn Las Vegas and called“Encore at Wynn Las Vegas.”“Environment” shall mean ambient air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface orsubsurface strata, natural resources, the workplace or as otherwise defined in any Environmental Law.“Environmental Action” shall mean (a) any notice, claim, demand or other written or, to the knowledge of any Responsible Officer of Borrower, oralcommunication alleging liability of Borrower or any of its Restricted Subsidiaries for investigation, remediation, removal, cleanup, response, correctiveaction or other costs, damages to natural resources, personal injury, property damage, fines or penalties resulting from, related to or arising out of (i) thepresence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (ii) any violation of Environmental Law, andshall include, without limitation, any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from,related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to human health, safety orthe Environment arising under Environmental Law and (b) any investigation, monitoring, removal or remedial activities undertaken by or on behalf ofBorrower or any of its Restricted Subsidiaries, arising under Environmental Law whether or not such activities are carried out voluntarily.-18- “Environmental Law” shall mean any and all applicable treaties, laws, statutes, ordinances, regulations, rules, decrees, judgments, orders, consentorders, consent decrees and other binding legal requirements, and the common law, relating to protection of public health or the Environment, the Release orthreatened Release of Hazardous Material, natural resources or natural resource damages, or occupational safety or health.“Equity Contribution” shall mean the Pre-Closing Equity Contribution and the Post-Closing Equity Contribution.“Equity Contribution Threshold” means $300.0 million.“Equity Interests” shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership ormember’s interests (however designated, whether voting or non-voting), of equity of such Person, including, if such Person is a partnership, partnershipinterests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, ordistributions of assets of, such partnership, whether outstanding on the Closing Date or issued after the Closing Date; provided, however, that a debtinstrument convertible into or exchangeable or exercisable for any Equity Interests or Swap Contracts entered into as a part of, or in connection with, anissuance of such debt instrument shall not be deemed an Equity Interest.“Equity Issuance” shall mean (a) any issuance or sale after the Closing Date by Borrower of any Equity Interests (including any Equity Interestsissued upon exercise of any Equity Rights) or any Equity Rights, or (b) the receipt by Borrower after the Closing Date of any capital contribution (whether ornot evidenced by any Equity Interest issued by the recipient of such contribution). The issuance or sale of any debt instrument convertible into orexchangeable or exercisable for any Equity Interests shall be deemed a Debt Issuance and not an Equity Issuance for purposes of the definition of EquityIssuance Proceeds; provided, however, that such issuance or sale shall be deemed an Equity Issuance upon the conversion or exchange of such debtinstrument into Equity Interests.“Equity Issuance Proceeds” shall mean, with respect to any Equity Issuance, the aggregate amount of all cash received in respect thereof by thePerson consummating such Equity Issuance net of all investment banking fees, discounts and commissions, legal fees, consulting fees, accountants’ fees,underwriting discounts and commissions and other fees and expenses actually incurred in connection therewith.“Equity Rights” shall mean, with respect to any Person, any then-outstanding subscriptions, options, warrants, commitments, preemptive rights oragreements of any kind (including any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of any additional EquityInterests of any class, or partnership or other ownership interests of any type in, such Person; provided, however, that a debt instrument convertible into orexchangeable or exercisable for any Equity Interests shall not be deemed an Equity Right.“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.“ERISA Entity” shall mean any member of an ERISA Group.“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to aPension Plan (other than an event for which the 30-day notice requirement is waived); (b) with respect to any Pension Plan, the failure to satisfy the minimumfunding standard under Section 412 of the Code and Section 302 of ERISA, whether or not waived, the failure by any ERISA Entity to make by its due date arequired installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a MultiemployerPlan; (c) the incurrence by any ERISA Entity of any liability under Title IV of ERISA with respect to the termination of any Pension Plan; (d) the receipt byany ERISA Entity from the PBGC or a plan administrator of any notice indicating an intent to terminate any Pension Plan or to appoint a trustee to administerany Pension Plan; (e) the occurrence of any event or condition which would reasonably constitute grounds under ERISA for the termination of or theappointment of a trustee to administer, any Pension Plan; (f) the incurrence by any ERISA Entity of any liability with respect to the withdrawal or partialwithdrawal from any Pension Plan or Multiemployer Plan; (g) the receipt by an ERISA Entity of any notice concerning the imposition of WithdrawalLiability-19- on any ERISA Entity or a determination that a Multiemployer Plan is insolvent or in reorganization, within the meaning of Title IV of ERISA or in“endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (h) a failure by any ERISA Entity to pay when due(after expiration of any applicable grace period) any installment payment with respect to withdrawal liability under Section 4201 of ERISA; (i) thewithdrawal of any ERISA Entity from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such ERISA Entity was a “substantialemployer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; or (j)the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which would reasonably beexpected to result in liability to any ERISA Entity.“ERISA Group” shall mean Borrower or any of its Restricted Subsidiaries and all members of a controlled group of corporations and all trades orbusinesses (whether or not incorporated) under common control which, together with Borrower and its Restricted Subsidiaries, are treated as a singleemployer under Section 414(b) or (c) of the Code.“Events of Default” has the meaning set forth in Section 11.01.“Excess Cash Flow” shall mean, for any fiscal year of Borrower, an amount, if positive, equal to (without duplication):(a)Consolidated Net Income; plus(b)an amount equal to the amount of all non-cash charges or losses (including write-offs or write-downs, depreciation expense andamortization expense including amortization of goodwill and other intangibles) to the extent deducted in arriving at such Consolidated Net Income(excluding any such non-cash expense to the extent that it represents an accrual or reserve for potential cash charge in any future period or amortizationof a prepaid cash charge that was paid in a prior period and that did not reduce Excess Cash Flow at the time paid); plus(c)the decrease, if any, in Working Capital from the beginning of such period to the end of such period (for the avoidance of doubt, anincrease in negative Working Capital is a decrease in Working Capital); plus(d)any amounts received from the early extinguishment of Swap Contracts that are not included in Consolidated Net Income; minus(e)the increase, if any, of Working Capital from the beginning of such period to the end of such period; minus(f)any amounts paid in connection with the early extinguishment of Swap Contracts that are not included in Consolidated Net Income;minus(g)the amount of Capital Expenditures made in cash during such period, except to the extent financed with the proceeds of Indebtedness,Asset Sales or Casualty Events (to the extent such proceeds did not increase Consolidated Net Income) of Borrower or its Restricted Subsidiaries; minus(h)the amount of principal payments of the Loans, Other Applicable Indebtedness and Other First Lien Indebtedness of Borrower and itsRestricted Subsidiaries (excluding repayments of Revolving Loans or other revolving indebtedness, except to the extent the Revolving Commitments orcommitments in respect of such other revolving debt, as applicable, are permanently reduced in connection with such repayments), in each case, exceptto the extent financed with the proceeds of Indebtedness, Asset Sales or Casualty Events (to the extent such proceeds did not increase Consolidated NetIncome) of Borrower or its Restricted Subsidiaries; minus(i)the amount of Investments made during such period pursuant to Section 10.04 (other than Sections 10.04(a), (b), (c), (d), (e), (f) (except tothe extent such amount increased Consolidated Net Income), (g), (h) (to the extent not taken into account in arriving at Consolidated Net Income), (j),(k), (l), (o), (p), (r), (s), (x) and (y)), except to the extent financed with the proceeds of Indebtedness (other than Revolving Loans), Asset Sales or-20- Casualty Events (to the extent such proceeds did not increase Consolidated Net Income) of Borrower or its Restricted Subsidiaries; minus(j)the amount of all non-cash gains to the extent included in arriving at such Consolidated Net Income (excluding any such non-cash gainto the extent it represents the reversal of an accrual or reserve for a potential cash loss in any prior period); minus(k)any expenses or reserves for liabilities to the extent that Borrower or any Restricted Subsidiary is entitled to indemnification orreimbursement therefor under binding agreements or insurance claims therefor to the extent Borrower has not received such indemnity or reimbursementpayment, in each case, to the extent not taken into account in arriving at Consolidated Net Income.“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.“Excluded Designation” has the meaning set forth in Section 9.13(a).“Excluded Immaterial Subsidiaries” has the meaning set forth in Section 9.13(a).“Excluded Information” shall have the meaning provided in Section 12.07(b).“Excluded Subsidiary” shall mean (a) any Unrestricted Subsidiary, (b) any Immaterial Subsidiary, (c) any Foreign Subsidiary or CFC Holdco, (d)any Subsidiary that is prohibited by applicable law, rule or regulation (including, without limitation, any Gaming Laws) or by any agreement, instrument orother undertaking to which such Subsidiary is a party or by which it or any of its property or assets is bound from guaranteeing the Obligations; provided thatany such agreement, instrument or other undertaking (i) is in existence on the Closing Date and listed on Schedule 1.01(b) (or, with respect to a Subsidiaryacquired after the Closing Date, as of the date of such acquisition) and (ii) in the case of a Subsidiary acquired after the Closing Date, was not entered into inconnection with or anticipation of such acquisition, (e) any Subsidiary with respect to which guaranteeing the Obligations would require consent, approval,license or authorization from any Governmental Authority (including, without limitation, any Gaming Authority), unless such consent, approval, license orauthorization has been received and is in effect, (f) from and after the Wynn Las Vegas Reorganization, but prior to the Wynn Las Vegas 2020 and 2022 NoteRepayment, the Wynn Las Vegas Entities, (g) each Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a non-WhollyOwned Subsidiary) and (h) any other Subsidiary with respect to which, in the reasonable judgment of Administrative Agent (which shall be confirmed inwriting by notice to Borrower), the cost or other consequences (including any adverse tax consequences) of providing a guarantee shall be excessive in viewof the benefits to be obtained by the Lenders therefrom.“Excluded Swap Obligation” shall mean, with respect to any Guarantor, (x) as it relates to all or a portion of the Guarantee of such Guarantor, anySwap Obligation if, and to the extent that, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or anyrule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of suchGuarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunderat the time the Guarantee of such Guarantor becomes effective with respect to such Swap Obligation or (y) as it relates to all or a portion of the grant by suchGuarantor of a security interest, any Swap Obligation if, and to the extent that, such Swap Obligation (or such security interest in respect thereof) is orbecomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application orofficial interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in theCommodity Exchange Act and the regulations thereunder at the time the security interest of such Guarantor becomes effective with respect to such SwapObligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such SwapObligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.-21- “Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to any Agent or Lender or required to be withheld or deductedfrom any payment to any Agent or Lender: (a) income, franchise or branch profits Taxes imposed on or measured by net income or net profits (howeverdenominated), in each case, (i) imposed by any jurisdiction as a result of such recipient being organized under the laws of, having its principal office locatedin or, in the case of any Lender, having its Applicable Lending Office located in the jurisdiction imposing such Tax, or (ii) that are Other Connection Taxes,(b) in the case of any Lender, other than an assignee pursuant to a request by Borrower under Section 2.11(a), any U.S. federal withholding tax that is imposedon amounts payable to such Person under the laws in effect at the time such Person becomes a party to this Agreement (or designates a new ApplicableLending Office), except to the extent that such Person (or its assignor, if any) was entitled, immediately prior to the designation of a new Applicable LendingOffice (or assignment), to receive additional amounts from Borrower with respect to such withholding Tax pursuant to Section 5.06(a), (c) Taxes attributableto such Lender’s failure to comply with Sections 5.06(b) or (d) and (d) any Taxes imposed under FATCA.“Executive Order” has the meaning set forth in Section 8.22(a).“Existing Revolving Loans” shall have the meaning provided in Section 2.13(b).“Existing Revolving Tranche” shall have the meaning provided in Section 2.13(b).“Existing Term Loan Tranche” shall have the meaning provided in Section 2.13(a).“Existing Tranche” shall mean any Existing Term Loan Tranche or Existing Revolving Tranche.“Expansion Capital Expenditures” shall mean any capital expenditure by Borrower or any of its Restricted Subsidiaries in respect of the purchaseor other acquisition of any fixed or capital assets or the refurbishment of existing assets or properties that, in Borrower’s reasonable determination, adds to orimproves (or is reasonably expected to add to or improve) the property of Borrower and its Restricted Subsidiaries, excluding any such capital expendituresfully financed with Net Available Proceeds of an Asset Sale or Casualty Event and excluding capital expenditures made in the ordinary course made tomaintain, repair, restore or refurbish the property of Borrower and its Restricted Subsidiaries in its then existing state or to support the continuation of suchPerson’s day to day operations as then conducted.“Extended Revolving Commitments” shall have the meaning provided in Section 2.13(b).“Extended Revolving Loans” shall have the meaning provided in Section 2.13(b).“Extended Term Loans” shall have the meaning provided in Section 2.13(a).“Extending Lender” shall have the meaning provided in Section 2.13(c).“Extension Amendment” shall have the meaning provided in Section 2.13(d).“Extension Date” shall mean any date on which any Existing Term Loan Tranche or Existing Revolving Tranche is modified to extend the relatedscheduled maturity date(s) in accordance with Section 2.13 (with respect to the Lenders under such Existing Term Loan Tranche or Existing RevolvingTranche which agree to such modification).“Extension Election” shall have the meaning provided in Section 2.13(c).“Extension Request” shall mean any Term Loan Extension Request or Revolving Extension Request.“Extension Tranche” shall mean all Extended Term Loans of the same tranche or Extended Revolving Commitments of the same tranche that areestablished pursuant to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expresslyprovides that the Extended Term Loans or Extended Revolving Commitments, as applicable, provided for therein are intended to be a part of any previouslyestablished Extension Tranche).-22- “Facility” shall mean any establishment, facility and other property or assets ancillary or related thereto or used in connection therewith, the primaryfocus of which is, or when completed will be, the hospitality, gaming, leisure and/or consumer industries (including, without limitation, any GamingFacility).“fair market value” shall mean, with respect to any Property, a price (after taking into account any liabilities relating to such Property), asdetermined in good faith by Borrower, that could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing andable buyer, neither of which is under any compulsion to complete the transaction.“Fair Share” has the meaning set forth in Section 6.10.“Fair Share Shortfall” has the meaning set forth in Section 6.10.“FATCA” shall mean Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that issubstantively comparable and not materially more onerous to comply with) and any regulations thereunder or official governmental interpretations thereof,any agreements entered into pursuant to current Section 1471(b) of the Code (or any amended or successor version described above), any intergovernmentalagreements (and any related laws, regulations or official guidance) implementing the foregoing.“Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to theweighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on suchday, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, however, that (a) if the day for whichsuch rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next precedingBusiness Day as so published on the next succeeding Business Day and (b) if such rate is not so published for any Business Day, the Federal Funds Rate forsuch Business Day shall be the average rate quoted to Administrative Agent on such Business Day on such transactions by three federal funds brokers ofrecognized standing, as determined by Administrative Agent.“Fee Letter” shall mean the fee letter agreement dated as of the date hereof, between Borrower and Administrative Agent.“Final Maturity Date” shall mean the latest of the latest R/C Maturity Date, the Term Facility Maturity Date, the latest final maturity dateapplicable to any Extended Term Loans, the latest final maturity date applicable to any Extended Revolving Commitments, the latest final maturity dateapplicable to any Other Term Loans and the latest final maturity date applicable to any Other Revolving Loans.“Financial Maintenance Covenant” shall mean the covenant set forth in Section 10.08(a).“Fitch” shall mean Fitch Ratings Inc., or any successor entity thereto.“Flood Insurance Laws” shall mean, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statutethereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Actof 1994 as now or hereafter in effect or any successor statute thereto and (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or anysuccessor statute thereto.“Foreign Lender” shall mean a Lender that is not a U.S. Person.“Foreign Subsidiary” shall mean any Subsidiary that is organized under the laws of a jurisdiction other than the United States, any state thereof, orthe District of Columbia.“Funding Credit Party” has the meaning set forth in Section 6.10.-23- “Funding Date” shall mean the date of the making of any extension of credit (whether the making of a Loan or the issuance of a Letter of Credit)hereunder (including the Closing Date).“GAAP” shall mean generally accepted accounting principles set forth as of the relevant date in the opinions and pronouncements of theAccounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial AccountingStandards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), including, without limitation,any Accounting Standards Codifications, which are applicable to the circumstances as of the date of determination.“Gaming Approval” shall mean any and all approvals, authorizations, permits, consents, rulings, orders or directives of any GovernmentalAuthority (including, without limitation, any Gaming Authority) (a) necessary to enable Borrower or any of its Restricted Subsidiaries to engage in, operateor manage the casino, gambling or gaming business or otherwise continue to conduct, operate or manage such business substantially as is presentlyconducted, operated or managed or contemplated to be conducted, operated or managed following the Closing Date (after giving effect to the Transactions),(b) required by any Gaming Law or (c) necessary as is contemplated on the Closing Date (after giving effect to the Transactions), to accomplish the financingand other transactions contemplated hereby after giving effect to the Transactions.“Gaming Authority” shall mean any Governmental Authority with regulatory, licensing or permitting authority or jurisdiction over any gamingbusiness or enterprise or any Gaming Facility or with regulatory, licensing or permitting authority or jurisdiction over any gaming operation (or proposedgaming operation) owned, managed, leased or operated by Borrower or any of its Restricted Subsidiaries.“Gaming Facility” shall mean any gaming establishment, facility and other property or assets ancillary or related thereto or used in connectiontherewith, including, without limitation, any casinos, hotels, resorts, theaters, parking facilities, timeshare operations, retail shops, restaurants, otherbuildings, land, golf courses and other recreation and entertainment facilities, marinas, vessels and related equipment.“Gaming Laws” shall mean all applicable provisions of all: (a) constitutions, treaties, statutes or laws governing Gaming Facilities (including,without limitation, card club casinos) and rules, regulations, codes and ordinances of, and all administrative or judicial orders or decrees or other lawspursuant to which, any Gaming Authority possesses regulatory, licensing, investigatory or permit authority over gambling, gaming or Gaming Facilityactivities conducted, operated or managed by Borrower or any of its Restricted Subsidiaries within its jurisdiction; (b) Gaming Approvals; and (c) orders,decisions, determinations, judgments, awards and decrees of any Gaming Authority.“Gaming License” shall mean any Gaming Approval or other casino, gambling or gaming license issued by any Gaming Authority covering anyGaming Facility that permits the licensee to operate a gaming establishment.“Governmental Authority” shall mean any government or political subdivision of the United States or any other country, whether federal, state,provincial or local, or any agency, authority, board, bureau, central bank, commission, office, division, department or instrumentality thereof or therein,including, without limitation, any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic, or any entity exercising executive,legislative, judicial, regulatory or administrative functions of or pertaining to such government or political subdivision including, without limitation, anyGaming Authority.“Gross Adjusted Revenues” shall mean, for any period, the Net Revenues for the relevant period, plus promotions and discounts provided byBorrower and its Restricted Subsidiaries during such period calculated in accordance with GAAP.“Guarantee” shall mean the guarantee of each Guarantor pursuant to Article VI.“Guaranteed Obligations” has the meaning set forth in Section 6.01.-24- “Guarantors” shall mean each of the Persons listed on Schedule 1.01(a) attached hereto and each Wholly Owned Restricted Subsidiary that mayhereafter execute a Joinder Agreement pursuant to Section 9.11, together with their successors and permitted assigns, and “Guarantor” shall mean any one ofthem; provided, however, that notwithstanding the foregoing, Guarantors shall not include any Subsidiary of Borrower that is an Excluded Subsidiary or anyPerson that has been released as a Guarantor in accordance with the terms of the Credit Documents.“Hazardous Material” shall mean any material, substance, waste, constituent, compound, pollutant or contaminant including, without limitation,petroleum (including, without limitation, crude oil or any fraction thereof or any petroleum product or waste) subject to regulation or which could reasonablybe expected to give rise to liability under Environmental Law.“Immaterial Subsidiary” shall mean, at any time, any Restricted Subsidiary of Borrower having, together with all other Immaterial Subsidiaries,tangible assets with an aggregate fair market value of less than the Immaterial Subsidiary Threshold Amount as of the most recent Calculation Date.“Immaterial Subsidiary Threshold Amount” shall mean $75.0 million.“Impacted Loans” has the meaning set forth in Section 5.02.“Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, theaccretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the accretion oforiginal issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchangerate of currencies.“incur” shall mean, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (including by conversion, exchange orotherwise), permit to exist, assume, guarantee or otherwise become liable in respect of such Indebtedness or other obligation (and “incurrence,” “incurred”and “incurring” shall have meanings correlative to the foregoing).“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money; (b) all obligations of suchPerson evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such Person under conditional sale or other title retentionagreements relating to property purchased by such Person; (d) all obligations of such Person issued or assumed as the deferred purchase price of property orservices (excluding (i) trade accounts payable and accrued obligations incurred in the ordinary course of business, (ii) the financing of insurance premiums,(iii) any such obligations payable solely through the issuance of Equity Interests and (iv) any earn-out obligation until such obligation appears in theliabilities section of the balance sheet of such Person in accordance with GAAP (excluding disclosure on the notes and footnotes thereto); provided that anyearn-out obligation that appears in the liabilities section of the balance sheet of such Person shall be excluded, to the extent (x) such Person is indemnifiedfor the payment thereof or (y) amounts to be applied to the payment therefor are in escrow); (e) all Indebtedness (excluding prepaid interest thereon) of otherssecured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; provided, however,that if such obligations have not been assumed, the amount of such Indebtedness included for the purposes of this definition will be the amount equal to thelesser of the fair market value of such property and the amount of the Indebtedness secured; (f) with respect to any Capital Lease Obligations of such Person,the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP; (g) all net obligationsof such Person in respect of Swap Contracts; (h) all obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances,except obligations in respect of letters of credit issued in support of obligations not otherwise constituting Indebtedness shall not constitute Indebtednessexcept to the extent such letter of credit is drawn and not reimbursed within five (5) Business Days of such drawing; (i) all obligations of such Person inrespect of Disqualified Capital Stock; and (j) all Contingent Obligations of such Person in respect of Indebtedness of others of the kinds referred to in clauses(a) through (i) above. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner unlessrecourse is limited, in which case the amount of such Indebtedness shall be the amount such Person is liable therefor (except to the extent the terms of suchIndebtedness expressly provide that-25- such Person is not liable therefor). The amount of Indebtedness of the type described in clause (d) shall be calculated based on the net present value thereof.The amount of Indebtedness of the type referred to in clause (g) above of any Person shall be zero unless and until such Indebtedness shall be terminated, inwhich case the amount of such Indebtedness shall be the then termination payment due thereunder by such Person. For the avoidance of doubt, it isunderstood and agreed that (x) casino “chips” and gaming winnings of customers, (y) any obligations of such Person in respect of Cash ManagementAgreements and (z) any obligations of such Person in respect of employee deferred compensation and benefit plans shall not constitute Indebtedness.“Indemnitee” has the meaning set forth in Section 13.03(b).“Initial Perfection Certificate” has the meaning set forth in the definition of “Perfection Certificate.”“Initial Test Date” has the meaning set forth in Section 10.8.“Intellectual Property” has the meaning set forth in Section 8.18.“Intercompany Contribution Indebtedness” shall mean unsecured Indebtedness (including unsecured Indebtedness convertible into orexchangeable or exercisable for any Equity Interests) of Borrower or all or any Restricted Subsidiaries owed to Wynn Resorts or any other Affiliate ofBorrower (other than Borrower or a Subsidiary of Borrower) that (a) is subject to a Subordination Agreement or otherwise contains subordination provisionsreasonably satisfactory to Administrative Agent and (b) shall not have a scheduled maturity date or any scheduled principal payments or be subject to anymandatory redemption, prepayment, or sinking fund or interest payment, fee payment or similar payment due prior to the date that is 91 days after the FinalMaturity Date then in effect at the time of issuance.“Interest Period” shall mean, as to each LIBOR Loan, the period commencing on the date such LIBOR Loan is disbursed or converted to orcontinued as a LIBOR Loan and ending on the date one, two, three or six months thereafter, as selected by Borrower in its Notice of Borrowing or Notice ofContinuation/Conversion, as applicable, or such other period that is twelve months or less requested by Borrower and consented to by, in the case of a periodthat is one month or less, the Administrative Agent and, in all cases of a period that is twelve months or less but greater than one month, all the applicableLenders; provided that:(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Dayunless, in the case of a LIBOR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the nextpreceding Business Day;(ii) any Interest Period pertaining to LIBOR Loan that begins on the last Business Day of a calendar month (or on a day for which there isno numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar monthat the end of such Interest Period; and(iii) no Interest Period for a Class shall extend beyond the maturity date for such Class.Notwithstanding the foregoing, (x) as to any LIBOR Loan made on a day that is not the last Business Day of a calendar month, Borrower may select anInterest Period that shall commence on the date on which such Loan is made and expire on the last Business Day of such calendar month and thereafter revertto the Interest Period selected in compliance with the foregoing, and (y) as to any LIBOR Loan made, or continued or converted pursuant to Section 2.09,prior to the expiration of the Term Facility Availability Period, Borrower may select an Interest Period that expires on the last Business Day of the TermFacility Availability Period and thereafter revert to the Interest Period selected in compliance with the foregoing.“Interest Rate Protection Agreement” shall mean, for any Person, an interest rate swap, cap or collar agreement or similar arrangement between suchPerson and one or more financial institutions providing for the transfer or mitigation of interest risks either generally or under specific contingencies.-26- “Investments” of any Person shall mean (a) any loan or advance of funds or credit by such Person to any other Person, (b) any Contingent Obligationby such Person in respect of the Indebtedness of any other Person (provided that upon termination of any such Contingent Obligation, no Investment inrespect thereof shall be deemed outstanding, except as contemplated in clause (e) below), (c) any purchase or other acquisition of any Equity Interests orindebtedness or other securities of any other Person, (d) any capital contribution by such Person to any other Person, (e) without duplication of any amountsincluded under clause (b) above, any payment under any Contingent Obligation by such Person in respect of the Indebtedness or other obligation of anyother Person or (f) the purchase or other acquisition (in one transaction or a series of transaction) of all or substantially all of the property and assets orbusiness of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of the definition of “UnrestrictedSubsidiary” and Section 10.04, “Investment” shall include the portion (proportionate to Borrower’s Equity Interest in such Subsidiary) of the fair marketvalue of the net assets of any Subsidiary of Borrower at the time of Designation of such Subsidiary as an Unrestricted Subsidiary pursuant to Section 9.12(excluding any Subsidiaries designated as Unrestricted Subsidiaries on the Closing Date and set forth on Schedule 9.12); provided, however, that upon theRevocation of a Subsidiary that was Designated as an Unrestricted Subsidiary after the Closing Date, the amount of outstanding Investments in UnrestrictedSubsidiaries shall be deemed to be reduced by the lesser of (x) the fair market value of such Subsidiary at the time of such Revocation and (y) the amount ofInvestments in such Subsidiary deemed to have been made (directly or indirectly) at the time of, and made (directly or indirectly) since, the Designation ofsuch Subsidiary as an Unrestricted Subsidiary, to the extent that such amount constitutes an outstanding Investment under Section 10.04 at the time of suchRevocation.“IP Licensing Fees” shall mean any fees payable by Borrower or a Restricted Subsidiary to any Affiliate (other than Borrower or a RestrictedSubsidiary) pursuant to (a) (i) that certain 2014 Intellectual Property Licensing Agreement, dated as of November 20, 2014, among Wynn Resorts Holdings,LLC, Wynn Resorts and Wynn Massachusetts and (ii) that certain Intellectual Property Licensing Agreement, dated as of December 14, 2004, among WynnResorts, Wynn Resorts Holdings, LLC and Wynn Las Vegas and (b) without duplication to any fees paid under any agreement described in clause (a),licensing agreements in form and substance substantially similar to any agreement described in clause (a).“ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of InternationalBanking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).“Joinder Agreements” shall mean each Joinder Agreement substantially in the form of Exhibit J attached hereto or such other form as is reasonablyacceptable to Administrative Agent and each Joinder Agreement to be entered into pursuant to the Security Agreement.“Joint Venture” shall mean any Person, other than an individual or a Wholly Owned Subsidiary of Borrower, in which Borrower or a RestrictedSubsidiary of Borrower (directly or indirectly) holds or acquires an ownership interest (whether by way of capital stock, partnership or limited liabilitycompany interest, or other evidence of ownership).“Judgment Currency Conversion Date” has the meaning set forth in Section 13.15(a).“Junior Financing” shall mean unsecured Indebtedness (including unsecured Indebtedness convertible into or exchangeable or exercisable for anyEquity Interests) of Borrower or all or any Restricted Subsidiaries (a) (i) that is subordinated in right of payment to the Loans and contains subordinationprovisions that are customary in the good faith determination of Borrower for senior subordinated notes or subordinated notes issued under Rule 144A of theSecurities Act (or other corporate issuers in private placements or public offerings of securities) or (ii) that contains subordination provisions reasonablysatisfactory to Administrative Agent and (b) that shall not have a scheduled maturity date or any scheduled principal payments or be subject to anymandatory redemption, prepayment, or sinking fund (except for customary change of control provisions and, in the case of bridge facilities, customarymandatory redemptions or prepayments with proceeds of Permitted Refinancings thereof (which Permitted Refinancings would constitute Junior Financing)or Equity Issuances, and customary asset sale provisions that permit application of the applicable proceeds to the payment of the Obligations prior toapplication to such Junior Financing) due prior to the-27- date that is 91 days after the Final Maturity Date then in effect at the time of issuance (excluding bridge facilities allowing extensions on customary terms toat least 91 days after such Final Maturity Date).“Junior Prepayments” shall have the meaning provided in Section 10.09.“L/C Commitments” shall mean the commitments of the L/C Lender to issue Letters of Credit pursuant to Section 2.03. The L/C Commitments arepart of, and not in addition to, the Revolving Commitments.“L/C Disbursements” shall mean a payment or disbursement made by any L/C Lender pursuant to a Letter of Credit.“L/C Documents” shall mean, with respect to any Letter of Credit, collectively, any other agreements, instruments, guarantees or other documents(whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concernedor at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations, each as the same may be amended or modified and ineffect from time to time.“L/C Interest” shall mean, for each Revolving Lender, such Lender’s participation interest (or, in the case of each L/C Lender, such L/C Lender’sretained interest) in each L/C Lender’s liability under Letters of Credit and such Lender’s rights and interests in Reimbursement Obligations and fees, interestand other amounts payable in connection with Letters of Credit and Reimbursement Obligations.“L/C Lender” shall mean, as the context may require: (a) each of DB (solely in respect of standby Letters of Credit), Bank of America, N.A., CreditAgricole Corporate and Investment Bank, Fifth Third Bank and BNP Paribas or any of their respective Affiliates, in its capacity as issuer of Letters of Creditissued by it hereunder, together with its successors and assigns in such capacity; and/or (b) any other Revolving Lender or Revolving Lenders selected byBorrower and reasonably acceptable to Administrative Agent (such approval not to be unreasonably withheld or delayed) that agrees to become an L/CLender, in each case under this clause (b) in its capacity as issuer of Letters of Credit issued by such Lender hereunder, together with its successors andassigns in such capacity.“L/C Liability” shall mean, at any time, without duplication, the sum of (a) the Dollar Equivalent of the Stated Amount of all outstanding Letters ofCredit at such time plus (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed at such time (expressed in Dollars in theamount of the Dollar Equivalent thereof in the case of any Letter of Credit denominated in an Alternate Currency) in respect of all Letters of Credit. The L/CLiability of any Revolving Lender at any time shall mean such Revolving Lender’s participations and obligations in respect of outstanding Letters of Creditat such time.“L/C Payment Notice” has the meaning provided in Section 2.03(d).“L/C Sublimit” shall mean an amount equal to the lesser of (a) $100.0 million and (b) the Total Revolving Commitments then in effect. With respectto any L/C Lender, such L/C Lender’s L/C Sublimit shall be the percentage of the L/C Sublimit under the preceding sentence set forth on Annex A-3 hereto.The L/C Sublimit is part of, and not in addition to, the Total Revolving Commitments.“Laws” shall mean, collectively, all common law and all international, foreign, federal, state and local statutes, treaties, rules, guidelines,regulations, ordinances, codes and administrative or judicial precedents, including without limitation the interpretation thereof by any GovernmentalAuthority charged with the enforcement thereof.“Lead Arrangers” shall mean, collectively, Deutsche Bank Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Credit AgricoleCorporate and Investment Bank, Fifth Third Bank, SunTrust Robinson Humphrey, Inc., The Bank of Nova Scotia, BNP Paribas Securities Corp., SumitomoMitsui Banking Corporation and UBS Securities LLC, in their capacities as joint lead arrangers and joint bookrunners hereunder.“Lease” shall mean any lease, sublease, franchise agreement, license, occupancy or concession agreement.-28- “Lender Insolvency Event” shall mean that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they becomedue, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender orits Parent Company is the subject of a proceeding under any Debtor Relief Law, or a receiver, trustee, conservator, intervenor, administrator, sequestrator,assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets (including the Federal DepositInsurance Corporation or any other state or federal regulatory authority) has been appointed for such Lender or its Parent Company, or such Lender or itsParent Company has taken any action authorizing or indicating its consent to or acquiescence in any such proceeding or appointment; provided, however,that a Lender Insolvency Event shall not be deemed to exist solely as the result of the acquisition or maintenance of an ownership interest in such Lender orits Parent Company by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result in or provide such Lenderwith immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit suchLender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.“Lenders” shall mean (a) each Person listed on Annexes A‑1 and A‑2, (b) any Person that becomes a Lender from time to time party hereto pursuantto Section 2.15 and (c) any Person that becomes a “Lender” hereunder pursuant to an Assignment Agreement, in each case, other than any such Person thatceases to be a Lender pursuant to an Assignment Agreement or a Borrower Assignment Agreement. Unless the context requires otherwise, the term “Lenders”shall include the L/C Lender.“Letter of Credit Request” has the meaning set forth in Section 2.03(b).“Letters of Credit” shall have the meaning set forth in Section 2.03(a).“LIBO Base Rate” shall mean, with respect to any LIBOR Loan for any Interest Period, the rate per annum equal to the Intercontinental ExchangeBenchmark Administration Ltd. LIBOR (“ICE LIBOR”), as published by Reuters (or other commercially available source providing quotations of ICELIBOR as designated by the Administrative Agent from time to time) at or about 11:00 a.m., London time, two Business Days prior to the commencement ofsuch Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is notavailable at such time for any reason, then the “LIBO Base Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agentto be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in the approximate amount of the LIBOR Loanbeing made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the AdministrativeAgent’s London Branch (or other Administrative Agent branch or Affiliate) to major banks in the London or other offshore interbank market for suchcurrency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.“LIBO Rate” shall mean, for any LIBOR Loan for any Interest Period therefor, a rate per annum (rounded upwards, if necessary, to the nearest1/100th of 1%) determined by Administrative Agent to be equal to the LIBO Base Rate for such Loan for such Interest Period divided by 1 minus the ReserveRequirement (if any) for such Loan for such Interest Period; provided that the LIBO Rate shall not be less than 0%. Notwithstanding the foregoing, forpurposes of clause (c) of the definition of Alternate Base Rate, the rates referred to above shall be the rates as of 11:00 a.m., London, England time, on thedate of determination (rather than the second Business Day preceding the date of determination).“LIBOR Loans” shall mean Loans that bear interest at rates based on rates referred to in the definition of “LIBO Rate.”“License Revocation” shall mean the revocation, failure to renew or suspension of, or the appointment of a receiver, supervisor or similar officialwith respect to, any Gaming License covering any Gaming Facility owned, leased, operated or used by Borrower or any of its Restricted Subsidiaries.-29- “Lien” shall mean, with respect to any Property, any mortgage, deed of trust, lien, pledge, security interest, or assignment, hypothecation orencumbrance for security of any kind, or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice orrecording statute of any Governmental Authority (other than such financing statement or similar notices filed for informational or precautionary purposesonly), or any conditional sale or other title retention agreement or any lease in the nature thereof.“Liquor Authority” has the meaning set forth in Section 13.13(a).“Liquor Laws” has the meaning set forth in Section 13.13(a).“Loans” shall mean the Revolving Loans and the Term Loans.“Losses” of any Person shall mean the losses, liabilities, claims (including those based upon negligence, strict or absolute liability and liability intort), damages, reasonable expenses, obligations, penalties, actions, judgments, penalties, fines, suits, reasonable and documented costs or disbursements(including reasonable fees and expenses of one primary counsel for the Secured Parties collectively, and any local counsel reasonably required in anyapplicable jurisdiction (and solely in the case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower inwriting of the existence of an actual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each groupof similarly situated Secured Parties), in connection with any Proceeding commenced or threatened in writing, whether or not such Person shall be designateda party thereto) at any time (including following the payment of the Obligations) incurred by, imposed on or asserted against such Person.“Macau Project” shall mean the hotel towers, casino facilities and retail and convention spaces that are owned and/or operated by Affiliates ofWynn Resorts, in the Macau Special Administrative Region of the People’s Republic of China, which include Wynn Macau, Wynn Encore and Wynn Palacehotel towers, casino facilities and retail and convention spaces adjacent thereto.“Management Fees” shall mean (a) any fees, costs, expenses or reimbursements payable by Borrower or a Restricted Subsidiary to any Affiliate(other than Borrower or a Restricted Subsidiary) pursuant to (i) that certain Management Fee and Corporate Allocation Agreement, dated as of November 20,2014, between Wynn Massachusetts and Wynn Resorts and (ii) that certain Management Agreement, dated December 14, 2004, between Wynn Las Vegasand Wynn Resorts and (b) without duplication to any fees, costs, expenses or reimbursements paid or made under any agreement described in clause (a),management agreements in form and substance substantially similar to any agreement described in clause (a).“Margin Stock” shall mean margin stock within the meaning of Regulation T, Regulation U and Regulation X.“Material Adverse Effect” shall mean (a) a material adverse effect on the business, assets, financial condition or results of operations of Borrowerand its Restricted Subsidiaries, taken as a whole and after giving effect to the Transactions, (b) a material adverse effect on the ability of the Credit Parties(taken as a whole) to satisfy their material payment Obligations under the Credit Documents or (c) a material adverse effect on the legality, binding effect orenforceability against any material Credit Party of the Credit Documents to which it is a party or any of the material rights and remedies of any Secured Partythereunder or the legality, priority or enforceability of the Liens on a material portion of the Collateral; provided, that no litigation challenging the issuanceof a Gaming License (whether in Massachusetts or otherwise) or any matters arising therefrom, related thereto or in connection therewith shall constitute,result or otherwise have (or reasonably be expected to constitute, result or otherwise have) a Material Adverse Effect; provided, further, that for the purposesof evaluating a material adverse effect on the business, assets, financial condition or results of operations of Borrower and its Restricted Subsidiaries, taken asa whole, prior to the Wynn Las Vegas Reorganization, the Restricted Subsidiaries shall be deemed to include the Wynn Las Vegas Entities for suchevaluation.“Maximum Rate” has the meaning set forth in Section 13.19.-30- “Minimum Collateral Amount” shall mean, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances providedto reduce or eliminate un-reallocated portions of L/C Liabilities during the existence of a Defaulting Lender, an amount equal to 103% of the un-reallocatedL/C Liabilities at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions ofSections 2.03, 2.10(c), 2.10(d), 2.16(a)(i), 2.16(a)(ii) or 11.01, an amount equal to 103% of the aggregate L/C Liability, and (iii) otherwise, an amountdetermined by the Administrative Agent and the L/C Lenders in their reasonable discretion.“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor entity thereto.“Mortgage” shall mean an agreement, including, but not limited to, a mortgage, deed of trust or any other document, creating and evidencing a firstLien (subject only to the Liens permitted thereunder) in favor of Collateral Agent on behalf of the Secured Parties on each Mortgaged Real Property, whichshall be in substantially the form of Exhibit I or such other form as is reasonably acceptable to Administrative Agent, with such schedules and including suchprovisions as shall be necessary to conform such document to applicable or local law or as shall be customary under local law, as the same may at any time beamended in accordance with the terms thereof and hereof and such changes thereto as shall be reasonably acceptable to Administrative Agent.“Mortgaged Real Property” shall mean each Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuantto Section 9.08 or 9.11 (in each case, unless and until such Real Property is no longer subject to a Mortgage).“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA (a) to which any ERISA Entity is thenmaking or accruing an obligation to make contributions, (b) to which any ERISA Entity has within the preceding five plan years made contributions,including any Person which ceased to be an ERISA Entity during such five year period or (c) with respect to which any Company is reasonably likely to incurliability under Title IV of ERISA.“NAIC” shall mean the National Association of Insurance Commissioners.“Net Available Proceeds” shall mean:(i) in the case of any Asset Sale pursuant to Section 10.05(c), the aggregate amount of all cash payments (including any cash paymentsreceived by way of deferred payment of principal pursuant to a note or otherwise, but only as and when received) received by Borrower or anyRestricted Subsidiary directly or indirectly in connection with such Asset Sale, net (without duplication) of (A) the amount of all reasonable fees andexpenses and transaction costs paid by or on behalf of Borrower or any Restricted Subsidiary in connection with such Asset Sale (including, withoutlimitation, any underwriting, brokerage or other customary selling commissions and legal, advisory and other fees and expenses, including survey,title and recording expenses, transfer taxes and expenses incurred for preparing such assets for sale, associated therewith); (B) any Taxes paid orestimated in good faith to be payable by or on behalf of any Company as a result of such Asset Sale (after application of all credits and other offsetsthat arise from such Asset Sale); (C) any repayments by or on behalf of any Company of Indebtedness (other than the Obligations) to the extent thatsuch Indebtedness is secured by a Permitted Lien on the subject Property required to be repaid as a condition to the purchase or sale of suchProperty; (D) amounts required to be paid to any Person (other than any Company) owning a beneficial interest in the subject Property; and (E)amounts reserved, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by Borrower or any of itsSubsidiaries after such Asset Sale and related thereto, including pension and other post-employment benefit liabilities, purchase price adjustments,liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected inan Officer’s Certificate delivered to Administrative Agent; provided, that Net Available Proceeds shall include any cash payments received upon thereversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (E) of thisclause (i) or, if such liabilities have not been satisfied in cash and such reserve is not reversed within eighteen (18) months after such Asset Sale, theamount of such reserve; provided further that for-31- purposes of Section 2.10 only, Net Available Proceeds shall exclude any payments related to Asset Sales by any Wynn Las Vegas Entities so long assuch Wynn Las Vegas Entity is an Excluded Subsidiary;(ii) in the case of any Casualty Event, the aggregate amount of cash proceeds of insurance, condemnation awards and other compensation(excluding proceeds constituting business interruption insurance or other similar compensation for loss of revenue, but including the proceeds ofany disposition of Property pursuant to Section 10.05(l)) received by the Person whose Property was subject to such Casualty Event in respect ofsuch Casualty Event net of (A) fees and expenses incurred by or on behalf of Borrower or any Restricted Subsidiary in connection with recoverythereof, (B) repayments of Indebtedness (other than Indebtedness hereunder) to the extent secured by a Lien on such Property that is permitted by theCredit Documents and that is not junior to the Lien thereon securing the Obligations, and (C) any Taxes paid or payable by or on behalf of Borroweror any Restricted Subsidiary in respect of the amount so recovered (after application of all credits and other offsets arising from such Casualty Event)and amounts required to be paid to any Person (other than any Company) owning a beneficial interest in the subject Property; provided that, in thecase of a Casualty Event with respect to property that is subject to a lease entered into for the purpose of, or with respect to, operating or managing aFacility, such cash proceeds shall not constitute Net Available Proceeds to the extent, and for so long as, such cash proceeds are required, by theterms of such lease, (x) to be paid to the holder of any mortgage, deed of trust or other security agreement securing indebtedness of the lessor or (y) tobe paid to, or for the account of, the lessor or deposited in an escrow account to fund rent and other amounts due with respect to such property andcosts to preserve, stabilize, repair, replace or restore such property (in accordance with the provisions of the applicable lease); provided further thatfor purposes of Section 2.10 only, Net Available Proceeds shall exclude any payments related to Casualty Events affecting any Wynn Las VegasEntities so long as such Wynn Las Vegas Entity is an Excluded Subsidiary; and(iii) in the case of any Debt Issuance, the aggregate amount of all cash received in respect thereof by the Person consummating such DebtIssuance in respect thereof net of all investment banking fees, discounts and commissions, legal fees, consulting fees, accountants’ fees, underwritingdiscounts and commissions and other fees and expenses, actually incurred in connection therewith.“Net Revenues” shall mean, for any period, the net revenues of Borrower and its Restricted Subsidiaries, as set forth on Borrower’s income statementfor the relevant period under the line item “net revenues,” calculated in accordance with GAAP and with Regulation S-X under the Securities Act and in amanner consistent with that customarily utilized in the gaming industry.“Non-Defaulting Lender” shall mean each Lender other than a Defaulting Lender.“Non-Extension Notice Date” shall have the meaning provided by Section 2.03(b).“Notes” shall mean the Revolving Notes and the Term Facility Notes.“Notice of Borrowing” shall mean a notice of borrowing substantially in the form of Exhibit B or such other form as is reasonably acceptable toAdministrative Agent.“Notice of Continuation/Conversion” shall mean a notice of continuation/conversion substantially in the form of Exhibit C or such other form as isreasonably acceptable to Administrative Agent.“Notice of Intent to Cure” has the meaning specified in Section 9.04(c).“Obligation Currency” has the meaning set forth in Section 13.15(a).“Obligations” shall mean all amounts, liabilities and obligations, direct or indirect, contingent or absolute, of every type or description, and at anytime existing, owing by any Credit Party to any Secured Party or any of its Agent Related Parties or their respective successors, transferees or assigneespursuant to the terms of any Credit Document, any Credit Swap Contract or, with the prior written approval of Borrower, any Secured Cash Management-32- Agreement (including in each case interest, fees, costs or charges accruing or obligations incurred during the pendency of any bankruptcy, insolvency,receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), whether or not the right of such Person to paymentin respect of such obligations and liabilities is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,legal, equitable, secured or unsecured and whether or not such claim is discharged, stayed or otherwise affected by any bankruptcy case or insolvency orliquidation proceeding.“OFAC” has the meaning set forth in Section 8.22(b)(v).“Officer’s Certificate” shall mean, as applied to any entity, a certificate executed on behalf of such entity (or such entity’s manager or member orgeneral partner, as applicable) by its chairman of the Board of Directors (or functional equivalent) (if an officer), its chief executive officer, its president, anyof its vice presidents, its chief financial officer, its chief accounting officer or its treasurer or controller (in each case, or an equivalent officer) in their official(and not individual) capacities.“Open Market Assignment and Assumption Agreement” shall mean an Open Market Assignment and Assumption Agreement substantially in theform attached as Exhibit O hereto or such other form as is reasonably acceptable to Administrative Agent.“Organizational Document” shall mean, relative to any Person, its certificate of incorporation, its certificate of formation or articles of organization,its certificate of partnership, its by-laws, its partnership agreement, its limited liability company or operating agreement, its memorandum or articles ofassociation, share designations or similar organization documents and all shareholder agreements, voting trusts and similar arrangements applicable to any ofits authorized Equity Interests.“Other Applicable Indebtedness” shall mean Indebtedness incurred pursuant to Section 10.01(c), (e), (h), (k), (n), (p), (q) and (u).“Other Commitments” shall mean the Other Term Loan Commitments and Other Revolving Commitments.“Other Connection Taxes” shall mean, with respect to any Agent or Lender, Taxes imposed as a result of a present or former connection betweensuch Agent or Lender and the jurisdiction imposing such Tax (other than connections arising from such Agent or Lender having executed, delivered, becomea party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transactionpursuant to or enforced any Credit Document).“Other First Lien Indebtedness” shall mean outstanding Indebtedness that is not incurred under this Agreement and that (a) is secured by theCollateral on a pari passu basis with the Obligations and (b) is Permitted First Priority Refinancing Debt or Permitted First Lien Indebtedness.“Other Junior Indebtedness” shall mean Permitted Unsecured Indebtedness, Permitted Second Lien Indebtedness, Permitted Unsecured RefinancingDebt or Permitted Second Priority Refinancing Debt that is secured by a Lien on Collateral junior to the Liens securing the Obligations or that is unsecured.“Other Revolving Commitments” shall mean one or more Tranches of revolving credit commitments hereunder that result from a RefinancingAmendment.“Other Revolving Loans” shall mean one or more Tranches of Revolving Loans that result from a Refinancing Amendment.“Other Taxes” has the meaning set forth in Section 5.06(e).“Other Term Loan Commitments” shall mean one or more Tranches of term loan commitments hereunder that result from a RefinancingAmendment.-33- “Other Term Loans” shall mean one or more Tranches of Term Loans that result from a Refinancing Amendment.“Paid in Full” or “Payment in Full” and any other similar terms, expressions or phrases shall mean, at any time, (a) with respect to obligations otherthan the Obligations or the Secured Obligations (as defined in the Security Agreement), the payment in full of all of such obligations and (b) with respect tothe Obligations or the Secured Obligations (as defined in the Security Agreement), the irrevocable termination of all Commitments, the payment in full incash of all Obligations (except undrawn Letters of Credit and Unasserted Obligations), including principal, interest, fees, costs (including post-petitioninterest, fees, costs and charges even if such interest, fees costs and charges are not an allowed claim enforceable against any Credit Party in a bankruptcy caseunder applicable law) and premium (if any), and the discharge or Cash Collateralization of all Letters of Credit outstanding in an amount equal to 103% ofthe greatest amount for which such Letters of Credit may be drawn (or receipt of backstop letters of credit reasonably satisfactory to the applicable L/CLender and the Administrative Agent). For purposes of this definition, “Unasserted Obligations” shall mean, at any time, contingent indemnity obligationsin respect of which no claim or demand for payment has been made at such time.“Parent Company” shall mean, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, ofsuch Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.“Pari Passu Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit R hereto or such other form as isreasonably acceptable to Administrative Agent.“Participant Register” has the meaning set forth in Section 13.05(a).“Pass Through Entity” means an entity treated as a partnership or a disregarded entity for U.S. federal, state and/or local income tax purposes, asapplicable.“Patriot Act” has the meaning set forth in Section 8.22(a).“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA, or any successor thereto.“Pension Plan” shall mean an employee pension benefit plan (other than a Multiemployer Plan) that is covered by Title IV of ERISA or subject tothe minimum funding standards under Section 412 of the Code or Section 302 of ERISA and is maintained or contributed to by any ERISA Entity or withrespect to which any Company is reasonably likely to incur liability under Title IV of ERISA.“Perfection Certificate” shall mean that certain Perfection Certificate, dated as of the Closing Date (the “Initial Perfection Certificate”), executedand delivered by Borrower on behalf of Borrower and each of the Guarantors existing on the initial Funding Date, and each other Perfection Certificate(which shall be substantially in the form of Exhibit M or such other form as is reasonably acceptable to Administrative Agent) executed and delivered by theapplicable Credit Party from time to time, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time totime in accordance with Section 9.04(h)(ii).“Permits” has the meaning set forth in Section 8.15.“Permitted Acquisition” shall mean (x) the acquisition of the Wynn Las Vegas Entities by Borrower pursuant to the Wynn Las VegasReorganization and (y) from and after the earlier of the Wynn Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, any otheracquisition, whether by purchase, merger, consolidation or otherwise, by Borrower or any of its Restricted Subsidiaries of all or substantially all of thebusiness, property or assets of, or Equity Interests in, a Person or any division or line of business of a Person so long as (with respect to this clause (y) only) (a)immediately after a binding contract with respect thereto is entered into between Borrower or one of its Restricted Subsidiaries and the seller with respectthereto and after giving pro forma effect to such acquisition and-34- related transactions, no Event of Default has occurred and is continuing or would result therefrom and (A) prior to the Initial Test Date, immediately aftergiving effect thereto the Consolidated Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis shall not exceed 2.50 to 1.00 as of the most recentCalculation Date, and (B) from and after the Initial Test Date, immediately after giving effect thereto Borrower shall be in compliance on a Pro Forma Basiswith the Financial Maintenance Covenant as of the most recent Calculation Date (whether or not then in effect), (b) immediately after giving effect thereto,Borrower shall be in compliance with Section 10.11, and (c) with respect to a Permitted Acquisition in excess of $50.0 million, Borrower has delivered toAdministrative Agent an Officer’s Certificate to the effect set forth in clauses (a) through (c) above, together with all relevant financial information for thePerson or assets to be acquired.“Permitted Business” shall mean any business of the type in which Borrower and its Restricted Subsidiaries are engaged or proposed to be engagedon the date of this Agreement, including any business, the primary focus of which, is in the hospitality, gaming, leisure or consumer industries, or anybusiness reasonably related, incidental or ancillary thereto (including assets or businesses complementary thereto).“Permitted Business Assets” shall mean (a) one or more Permitted Businesses, (b) a controlling equity interest in any Person whose assets consistprimarily of one or more Permitted Businesses, (c) assets that are used or useful in a Permitted Business or (d) any combination of the preceding clauses (a), (b)and (c), in each case, as determined by Borrower’s Board of Directors or a Responsible Officer or other management of Borrower or the Restricted Subsidiaryacquiring such assets, in each case, in its good faith judgment.“Permitted First Lien Indebtedness” shall mean any Indebtedness of Borrower (and Contingent Obligations of the Guarantors in respect thereof)that (a) is secured by the Collateral on a pari passu basis to the Liens securing the Obligations and the obligations in respect of any Permitted First PriorityRefinancing Debt and is not secured by any property or assets of Borrower or any Restricted Subsidiary other than the Collateral, (b) the holders of suchIndebtedness (or their representative) and Administrative Agent shall be party to the Pari Passu Intercreditor Agreement, (c) is not scheduled to mature priorto the Final Maturity Date then in effect at the time of issuance (excluding bridge facilities allowing extensions on customary terms to at least such FinalMaturity Date), (d) is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (e) the terms (excluding pricing, fees, ratefloors, premiums, optional prepayment or optional redemption provisions) of which are (as determined by Borrower in good faith), taken as a whole, notmaterially more restrictive than the terms set forth in this Agreement (other than, in the case of any bridge facility, covenants, defaults and remedy provisionscustomary for bridge financings) and (f) other than in the case of a revolving credit facility, does not have a Weighted Average Life to Maturity (excludingthe effects of any prepayments of Term Loans reducing amortization) that is shorter than that of any outstanding Term Loans (excluding bridge facilitiesallowing extensions on customary terms at least to such Final Maturity Date) (provided that the Weighted Average Life to Maturity may be shorter if thestated maturity of any principal payment (including any amortization payments) is not earlier than the earlier of (i) the stated maturity of any then-outstanding Term Loans or (ii) the Final Maturity Date then in effect at the time of issuance or incurrence) (excluding bridge facilities allowing extensions oncustomary terms at least to such Final Maturity Date).“Permitted First Priority Refinancing Debt” shall mean any secured Indebtedness incurred by Borrower (and Contingent Obligations of theGuarantors in respect thereof) in the form of one or more series of senior secured notes or loans; provided that (a) such Indebtedness is secured by theCollateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of Borroweror any Restricted Subsidiary other than the Collateral, (b) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (c) such Indebtedness isnot at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, and (d) the holders of such Indebtedness (or their representative)and Administrative Agent shall be party to the Pari Passu Intercreditor Agreement.“Permitted Junior Debt Conditions” shall mean that such applicable debt (i) does not have a scheduled maturity date prior to the date that is 91days after the Final Maturity Date then in effect at the time of issuance (excluding bridge facilities allowing extensions on customary terms to at least 91 daysafter such Final Maturity Date), (ii) does not have a Weighted Average Life to Maturity (excluding the effects of any prepayments of Term Loans reducingamortization) that is shorter than that of any outstanding Term Loans (excluding bridge facilities allowing extensions-35- on customary terms to at least ninety-one (91) days after the Final Maturity Date), (iii) shall not have any scheduled principal payments or be subject to anymandatory redemption, prepayment, or sinking fund (except for customary change of control (and, in the case of convertible or exchangeable debtinstruments, delisting) provisions and, in the case of bridge facilities, customary mandatory redemptions or prepayments with proceeds of PermittedRefinancings thereof (which Permitted Refinancings would constitute Junior Financing) or Equity Issuances, and customary asset sale provisions that permitapplication of the applicable proceeds to the payment of the Obligations prior to application to such Junior Financing) due prior to the date that is ninety-one (91) days after the Final Maturity Date then in effect at the time of issuance (excluding bridge facilities allowing extensions on customary terms to atleast ninety-one (91) days after such Final Maturity Date) and (iv) is not at any time guaranteed by any Subsidiaries other than Subsidiaries that areGuarantors.“Permitted Liens” has the meaning set forth in Section 10.02.“Permitted Refinancing” shall mean, with respect to any Indebtedness, any refinancing thereof; provided that: (a) no Default or Event of Defaultshall have occurred and be continuing or would arise therefrom; (b) any such refinancing Indebtedness shall (i) not have a stated maturity or, other than in thecase of a revolving credit facility, a Weighted Average Life to Maturity that is shorter than that of the Indebtedness being refinanced (provided that the statedmaturity or Weighted Average Life to Maturity may be shorter if the stated maturity of any principal payment (including any amortization payments) is notearlier than the earlier of (1) the stated maturity of such Indebtedness in effect prior to such refinancing or (2) 91 days after the Final Maturity Date in effect atthe time of issuance), (ii) if the Indebtedness being refinanced is subordinated to the Obligations by its terms or by the terms of any agreement or instrumentrelating to such Indebtedness, be at least as subordinate to the Obligations as the Indebtedness being refinanced (and unsecured if the refinancedIndebtedness is unsecured) and (iii) be in a principal amount that does not exceed the principal amount so refinanced, plus, accrued interest, plus, anypremium or other payment required to be paid in connection with such refinancing, plus, the amount of fees and expenses of Borrower or any of its RestrictedSubsidiaries incurred in connection with such refinancing, plus, any unutilized commitments thereunder; and (c) the obligors on such refinancingIndebtedness shall be the obligors on such Indebtedness being refinanced (other than in the case of the Wynn Las Vegas Notes, in which case the obligorsmay be Borrower or any of its Restricted Subsidiaries); provided, however, that (i) the borrower of the refinancing indebtedness shall be Borrower or theborrower of the indebtedness being refinanced and (ii) any Credit Party shall be permitted to guarantee any such refinancing Indebtedness of any other CreditParty“Permitted Second Lien Indebtedness” shall mean any Indebtedness of Borrower (and Contingent Obligations of the Guarantors in respect thereof)that (a) is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and the obligations in respect ofany Permitted First Priority Refinancing Debt and any Permitted First Lien Indebtedness and is not secured by any property or assets of Borrower or anyRestricted Subsidiary other than the Collateral, (b) meets the Permitted Junior Debt Conditions and (c) the holders of such Indebtedness (or theirrepresentative) shall be party to the Second Lien Intercreditor Agreement (as “Second Priority Debt Parties”) with the Administrative Agent.“Permitted Second Priority Refinancing Debt” shall mean secured Indebtedness incurred by Borrower (and Contingent Obligations of theGuarantors in respect thereof) in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) securedloans; provided that (a) such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing theObligations and the obligations in respect of any Permitted First Priority Refinancing Debt and any Permitted First Lien Indebtedness and is not secured byany property or assets of Borrower or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness constitutes Credit Agreement RefinancingIndebtedness (provided, that such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and theobligations in respect of any Permitted First Priority Refinancing Debt and Permitted First Lien Indebtedness, notwithstanding any provision to the contrarycontained in the definition of “Credit Agreement Refinancing Indebtedness”), (c) the holders of such Indebtedness (or their representative) shall be party tothe Second Lien Intercreditor Agreement (as “Second Priority Debt Parties”) with the Administrative Agent and (d) meets the Permitted Junior DebtConditions.-36- “Permitted Unsecured Indebtedness” shall mean any unsecured Indebtedness of Borrower (and Contingent Obligations of the Guarantors in respectthereof) that meets the Permitted Junior Debt Conditions or is Junior Financing. For the avoidance of doubt, Disqualified Capital Stock shall not constitutePermitted Unsecured Indebtedness.“Permitted Unsecured Refinancing Debt” shall mean unsecured Indebtedness incurred by Borrower or its Restricted Subsidiaries in the form of oneor more series of senior unsecured notes or loans; provided that (a) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness and (b) meetsthe Permitted Junior Debt Conditions.“Person” shall mean any individual, corporation, company, association, partnership, limited liability company, joint venture, trust, unincorporatedorganization or Governmental Authority or any other entity.“Pledged Collateral” has the meaning set forth in the Security Agreement.“Post-Closing Equity Contribution” shall mean all equity contributions and/or Intercompany Contribution Indebtedness made by Wynn Resorts orany of its Affiliates (other than Borrower or its Restricted Subsidiaries) to Borrower and its Restricted Subsidiaries on or after the Closing Date and allamounts distributed from the Wynn Las Vegas Entities to the Credit Parties on or after the Wynn Las Vegas Reorganization.“Post-Increase Revolving Lenders” has the meaning set forth in Section 2.12(d).“Post-Refinancing Revolving Lenders” has the meaning set forth in Section 2.15(f).“Pre-Closing Equity Contributions” shall mean equity contributions and/or Intercompany Contribution Indebtedness made by Wynn Resorts orany of its Affiliates (other than Borrower or its Restricted Subsidiaries) to Borrower and its Restricted Subsidiaries prior to the Closing Date in the amount of$260.0 million.“Pre-Increase Revolving Lenders” has the meaning set forth in Section 2.12(d).“Pre-Opening Expenses” shall mean, with respect to any fiscal period, the amount of expenses (including Consolidated Interest Expense) incurredwith respect to capital projects which are appropriately classified as “pre-opening expenses” on the applicable financial statements of Borrower and itsSubsidiaries for such period.“Pre-Refinancing Revolving Lenders” has the meaning set forth in Section 2.15(f).“Principal Asset” shall mean each of the Wynn Massachusetts Project and, from and after the Wynn Las Vegas Reorganization, the Wynn Las VegasResort and the Encore at Wynn Las Vegas.“Principal Office” shall mean the principal office of Administrative Agent, located on the Closing Date at 60 Wall Street, New York, NY 10005, orsuch other office as may be designated in writing by Administrative Agent.“Prior Mortgage Liens” shall mean, with respect to each Mortgaged Real Property, the Liens identified in Schedule B annexed to the applicableMortgage as such Schedule B may be amended from time to time to the reasonable satisfaction of Administrative Agent.“Pro Forma Basis” shall mean, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination orcalculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.06.“Proceeding” shall mean any claim, counterclaim, action, judgment, suit, hearing, governmental investigation, arbitration or proceeding, includingby or before any Governmental Authority and whether judicial or administrative.“Property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whethertangible or intangible and including all contract rights, income or revenue rights,-37- real property interests, trademarks, trade names, equipment and proceeds of the foregoing and, with respect to any Person, Equity Interests or other ownershipinterests of any other Person.“Public Lender” has the meaning set forth in Section 9.04.“Purchase Money Obligation” shall mean, for any Person, the obligations of such Person in respect of Indebtedness incurred for the purpose offinancing all or any part of the purchase price of any Property (including Equity Interests of any Person) or the cost of installation, construction orimprovement of any property or assets and any refinancing thereof; provided, however, that such Indebtedness is incurred (except in the case of a refinancing)within 270 days after such acquisition of such Property or the incurrence of such costs by such Person.“Qualified Capital Stock” shall mean, with respect to any Person, any Equity Interests of such Person which is not Disqualified Capital Stock.“Qualified Contingent Obligation” shall mean Contingent Obligations permitted by Section 10.04 in respect of (a) Indebtedness of any JointVenture in which Borrower or any of its Restricted Subsidiaries owns (directly or indirectly) at least 25% of the Equity Interest of such Joint Venture or (b)Indebtedness of Facilities (and properties ancillary or related thereto) with respect to which Borrower or any of its Restricted Subsidiaries has (directly orindirectly through Subsidiaries) entered into a management or similar contract and such contract remains in full force and effect at the time such ContingentObligations are incurred.“Qualified ECP Guarantor” shall mean, in respect of any Swap Obligations, each Credit Party that has total assets exceeding $10,000,000 at thetime the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person asconstitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another personto qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.“Qualifying Act of Terrorism” shall mean (a) any Act of Terrorism which occurs on any property of Borrower or its Affiliates or in which Borroweror any of its Affiliates, or any property of any of them, is the target or (b) any Act of Terrorism which occurs at any gaming facility or material hospitalityestablishment in any market in which Borrower or any of its Affiliates operates a Facility.“Qualifying Project” shall mean the Facilities of Wynn Resorts and its Subsidiaries which are operating or for which the financing for thedevelopment, construction and opening thereof has been obtained. For purposes of this definition, each of the Wynn Las Vegas Resort, Encore at Wynn LasVegas, the Macau Project and the Wynn Massachusetts Project shall count as separate projects.“Quarter” shall mean each three month period ending on March 31, June 30, September 30 and December 31.“Quarterly Dates” shall mean the last Business Day of each Quarter in each year, commencing with the last Business Day of the first full Quarterafter the Closing Date.“R/C Maturity Date” shall mean, (a) with respect to the Closing Date Revolving Commitments, the date that is the fifth anniversary of the ClosingDate and (b) with respect to any other Tranche of Revolving Commitments and Revolving Loans, the maturity date set forth therefor in the applicableExtension Amendment or Refinancing Amendment.“R/C Percentage” of any Revolving Lender at any time shall mean a fraction (expressed as a percentage) the numerator of which is the RevolvingCommitment of such Revolving Lender at such time and the denominator of which is the Total Revolving Commitments at such time; provided, however,that if the R/C Percentage of any Revolving Lender is to be determined after the Total Revolving Commitments have been terminated, then the R/CPercentage of such Revolving Lender shall be determined immediately prior (and without giving effect) to such termination but after giving effect to anyassignments after termination of the Revolving Commitments.-38- “Real Property” shall mean, as to any Person, all the right, title and interest of such Person in and to land, improvements and appurtenant fixtures,including leaseholds.“redeem” shall mean redeem, repurchase, repay, defease (covenant or legal), Discharge or otherwise acquire or retire for value; and “redemption”and “redeemed” have correlative meanings.“Redesignation” has the meaning set forth in Section 9.13(a).“refinance” shall mean refinance, renew, extend, exchange, replace, defease (covenant or legal) (with proceeds of Indebtedness), Discharge (withproceeds of Indebtedness) or refund (with proceeds of Indebtedness), in whole or in part, including successively; and “refinancing” and “refinanced” havecorrelative meanings.“Refinancing Amendment” shall mean an amendment to this Agreement in form and substance reasonably satisfactory to Administrative Agent andBorrower executed by each of (a) Borrower, (b) Administrative Agent, (c) each additional Lender and each existing Lender that agrees to provide any portionof the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.15.“Register” has the meaning set forth in Section 2.08(c).“Regulation D” shall mean Regulation D (12 C.F.R. Part 204) of the Board of Governors of the Federal Reserve System of the United States (or anysuccessor), as the same may be amended, modified or supplemented and in effect from time to time and all official rulings and interpretations thereunder orthereof.“Regulation T” shall mean Regulation T (12 C.F.R. Part 220) of the Board of Governors of the Federal Reserve System of the United States (or anysuccessor), as the same may be amended, modified or supplemented and in effect from time to time and all official rulings and interpretations thereunder orthereof.“Regulation U” shall mean Regulation U (12 C.F.R. Part 221) of the Board of Governors of the Federal Reserve System of the United States (or anysuccessor), as the same may be amended, modified or supplemented and in effect from time to time and all official rulings and interpretations thereunder orthereof.“Regulation X” shall mean Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System of the United States (or anysuccessor), as the same may be amended, modified or supplemented and in effect from time to time and all official rulings and interpretations thereunder orthereof.“Reimbursement Obligations” shall mean the obligations of Borrower to reimburse L/C Disbursements in respect of any Letter of Credit.“Related Indemnified Person” has the meaning set forth in Section 13.03(b).“Related Parties” shall mean, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.“Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing,depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.“Relevant Four Fiscal Quarter Period” means, with respect to any requested Specified Equity Contribution, the four-fiscal quarter period endingon (and including) the fiscal quarter in which Consolidated EBITDA will be increased as a result of such Specified Equity Contribution.“Removal Effective Date” has the meaning set forth in Section 12.06(b).-39- “Replaced Lender” has the meaning set forth in Section 2.11(a).“Replacement Lender” has the meaning set forth in Section 2.11(a).“Required Lenders” shall mean, as of any date of determination: (a) prior to the Closing Date, Lenders holding more than 50% of the aggregateamount of the Commitments; and (b) thereafter, Non-Defaulting Lenders the sum of whose outstanding Term Loans, unutilized Term Loan Commitments,Revolving Loans, Unutilized R/C Commitments and L/C Liabilities then outstanding represents more than 50% of the aggregate sum (without duplication)of (i) all outstanding Term Loans of all Non-Defaulting Lenders and all unutilized Term Loan Commitments of all Non-Defaulting Lenders, (ii) alloutstanding Revolving Loans of all Non-Defaulting Lenders, (iii) the aggregate Unutilized R/C Commitments of all Non-Defaulting Lenders and (iv) the L/CLiabilities of all Non-Defaulting Lenders.“Required Revolving Lenders” shall mean, as of any date of determination: (a) at any time prior to the Closing Date, Lenders holding more than50% of the aggregate amount of the Revolving Commitments and (b) thereafter, Non-Defaulting Lenders holding more than 50% of the aggregate sum of(without duplication) (i) the aggregate principal amount of outstanding Revolving Loans of all Non-Defaulting Lenders, (ii) the aggregate Unutilized R/CCommitments of all Non-Defaulting Lenders and (iii) the L/C Liabilities of all Non-Defaulting Lenders.“Required Tranche Lenders” shall mean: (a) with respect to Lenders having Revolving Commitments or Revolving Loans of any particularTranche, Non-Defaulting Lenders having more than 50% of the aggregate sum of the Unutilized R/C Commitments, Revolving Loans and L/C Liabilities ofall Non-Defaulting Lenders, in each case, in respect of such Tranche and then outstanding; (b) with respect to Lenders having Term Facility Loans or TermFacility Commitments, Non-Defaulting Lenders having more than 50% of the aggregate sum of the Term Facility Loans and unutilized Term FacilityCommitments of all Non-Defaulting Lenders then outstanding; (c) for each Extension Tranche, if applicable, with respect to Lenders having ExtendedRevolving Loans or Extended Revolving Commitments or Extended Term Loans or commitments in respect of Extended Term Loans, in each case, in respectof such Extension Tranche, Non-Defaulting Lenders having more than 50% of the aggregate sum of such Extended Revolving Loans and ExtendedRevolving Commitments or Extended Term Loans and commitments of all Non-Defaulting Lenders in respect thereof, as applicable, then outstanding; and(d) for each Tranche of Other Term Loans, Non-Defaulting Lenders having more than 50% of the aggregate sum of such Other Term Loans and unutilizedOther Term Loan Commitments of all Non-Defaulting Lenders then outstanding.“Requirement of Law” shall mean, as to any Person, any Law or determination of an arbitrator or any Governmental Authority, in each caseapplicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.“Reserve Requirement” shall mean, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to fivedecimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of theFederal Reserve System of the United States for determining the maximum reserve requirement (including any emergency, supplemental or other marginalreserve requirement) with respect to LIBOR funding by member banks (currently referred to as “Eurocurrency liabilities”). The LIBO Rate for eachoutstanding LIBOR Loan shall be adjusted automatically as of the effective date of any change in the Reserve Requirement.“Resignation Effective Date” has the meaning set forth in Section 12.06(a).“Responsible Officer” shall mean the chief executive officer of Borrower, the president of Borrower (if not the chief executive officer), any senior orexecutive vice president of Borrower, the chief financial officer, the chief accounting officer or treasurer of Borrower or, with respect to financial matters, thechief financial officer, chief accounting officer, senior financial officer or treasurer of Borrower.“Restricted Payment” shall mean dividends (in cash, Property or obligations) on, or other payments or distributions (including return of capital) onaccount of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement, defeasance, termination,repurchase or other acquisition of, any Equity-40- Interests or Equity Rights (other than any payment made relating to any Transfer Agreement) in Borrower or any of its Restricted Subsidiaries, but excludingdividends, payments or distributions paid through the issuance of additional shares of Qualified Capital Stock and any redemption, retirement or exchange ofany Qualified Capital Stock in Borrower or such Restricted Subsidiary through, or with the proceeds of, the issuance of Qualified Capital Stock in Borroweror any of its Restricted Subsidiaries.“Restricted Subsidiaries” shall mean all existing and future Subsidiaries of Borrower other than the Unrestricted Subsidiaries.“Revaluation Date” shall mean, with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Creditdenominated in an Alternate Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii)each date of any payment by an L/C Lender under any Letter of Credit denominated in an Alternate Currency, and (iv) such additional dates as theAdministrative Agent or the applicable L/C Lender shall reasonably determine or the Required Lenders shall require.“Reverse Trigger Event” shall mean the transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility from trust or other similararrangement to Borrower or any of its Restricted Subsidiaries from time to time.“Revocation” has the meaning set forth in Section 9.12(b).“Revolving Availability Period” shall mean, (i) with respect to the Revolving Commitments under the Closing Date Revolving Facility, the periodfrom and including the Closing Date to but excluding the earlier of the applicable R/C Maturity Date and the date of termination of such RevolvingCommitments, and (ii) with respect to any other Tranche of Revolving Commitments, the period from and including the date such Tranche of RevolvingCommitments is established to but excluding the earlier of the applicable R/C Maturity Date and the date of termination of such Tranche of RevolvingCommitments. Unless the context otherwise requires, references in this Agreement to the Revolving Availability Period shall mean with respect to eachTranche of Revolving Commitments, the Revolving Availability Period applicable to such Tranche.“Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.“Revolving Commitment” shall mean, for each Revolving Lender, the obligation of such Lender to make Revolving Loans in an aggregateprincipal amount at any one time outstanding up to but not exceeding the amount set opposite the name of such Lender on Annex A‑1 under the caption“Revolving Commitment,” or in the Assignment Agreement pursuant to which such Lender assumed its Revolving Commitment or in any RefinancingAmendment, as applicable, as the same may be (a) changed pursuant to Section 13.05(b), (b) reduced or terminated from time to time pursuant to Sections2.04 and/or 11.01, as applicable, or (c) increased or otherwise adjusted from time to time in accordance with this Agreement, including pursuant to Section2.12 and Section 2.15; it being understood that a Revolving Lender’s Revolving Commitment shall include any Extended Revolving Commitments andOther Revolving Commitments of such Revolving Lender.“Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstandingRevolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Liability.“Revolving Extension Request” shall have the meaning provided in Section 2.13(b).“Revolving Facility” shall mean each credit facility comprising Revolving Commitments of a particular Tranche.“Revolving Lenders” shall mean (a) on the Closing Date, the Lenders having a Revolving Commitment on Annex A-1 hereof and (b) thereafter, theLenders from time to time holding Revolving Loans and/or a Revolving Commitment as in effect from time to time.-41- “Revolving Loans” has the meaning set forth in Section 2.01(a).“Revolving Notes” shall mean the promissory notes substantially in the form of Exhibit A‑1.“Revolving Tranche Exposure” shall mean with respect to any Lender and Tranche of Revolving Commitments at any time, the aggregateprincipal amount at such time of all outstanding Revolving Loans of such Tranche of such Lender, plus the aggregate amount at such time of such Lender’sL/C Liability under its Revolving Commitment of such Tranche.“S&P” shall mean Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, or any successor thereto.“Sanction(s)” shall mean any economic or trade or financial sanction or restrictive measures or trade embargo enacted, administered, imposed orenforced by the United States Government (including, without limitation, OFAC and the U.S. Department of State), the United Nations Security Council, theEuropean Union or any member state thereof, Her Majesty’s Treasury or other relevant sanctions authority.“SEC” shall mean the Securities and Exchange Commission of the United States or any successor thereto.“Second Lien Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit S hereto or such other form as isreasonably acceptable to Administrative Agent.“Section 9.04 Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to Section 9.04(a) or (b), together withthe accompanying certificate of a Responsible Officer of Borrower delivered, or required to be delivered, pursuant to Section 9.04(c).“Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by and between Borrower and/or any orall of its Restricted Subsidiaries and any Cash Management Bank.“Secured Parties” shall mean the Agents, the Lenders, any Swap Provider that is party to a Credit Swap Contract and any Cash Management Bankthat is a party to a Secured Cash Management Agreement.“Securities Act” shall mean the Securities Act of 1933, as amended, and all rules and regulations of the SEC promulgated thereunder.“Security Agreement” shall mean a security agreement substantially in the form of Exhibit H among the Credit Parties and Collateral Agent, as thesame may be amended in accordance with the terms thereof and hereof.“Security Documents” shall mean the Security Agreement, the Mortgages and each other security document or pledge agreement, instrument orother document required by applicable local law or otherwise executed and delivered by a Credit Party to grant or perfect a security interest in any Propertyacquired or developed that is of the kind and nature that would constitute Collateral on the Closing Date, and any other document, agreement or instrumentutilized to pledge or grant as collateral for the Obligations any Property of whatever kind or nature.“Solvent” and “Solvency” shall mean, for any Person on a particular date, that on such date (a) the fair value of the Property of such Person is greaterthan the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of suchPerson is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) suchPerson does not intend to, and does not believe that it will, incur debts and liabilities beyond such Person’s ability to pay as such debts and liabilities mature,(d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s Property wouldconstitute an unreasonably small capital and (e) such Person is able to pay its debts as they become due and payable. For purposes of this definition, theamount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and-42- circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability, without duplication.“Specified Equity Contribution” has the meaning specified in Section 11.03.“Specified Equity Issuance Proceeds” shall mean Equity Issuance Proceeds received by Borrower prior to the Wynn Las Vegas Reorganization tothe extent financed by distributions made by the Wynn Las Vegas Entities to Wynn Resorts (except to the extent such distributions by Wynn Las Vegas toWynn Resorts were related to Management Fees (as defined in the Wynn Las Vegas Notes) or fees payable by the Wynn Las Vegas Entities to Wynn Resortsand its Affiliates for the licensing of intellectual property); provided that no Equity Insurance Proceeds shall be classified as Specified Equity IssuanceProceeds unless certified by a Responsible Officer of Borrower to Agent acting in good faith.“Specified Letters of Credit” shall mean those Letters of Credit described on Schedule 2.03.“Specified Transaction” shall mean any (a) incurrence or repayment of Indebtedness (other than for working capital purposes or under a RevolvingFacility), (b) Investment that results in a Person becoming a Restricted Subsidiary or an Unrestricted Subsidiary, (c) Permitted Acquisition or otherAcquisition, (d) Asset Sale, designation or redesignation of a Restricted Subsidiary that results in a Restricted Subsidiary ceasing to be a RestrictedSubsidiary of Borrower and (e) Acquisition or Investment constituting an acquisition of assets constituting a business unit, line of business or division ofanother Person.“Spot Rate” for a currency shall mean the rate determined by the Administrative Agent or the applicable L/C Lender, as applicable, to be the ratequoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principalforeign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation ismade; provided that the Administrative Agent or such L/C Lender may obtain such spot rate from another financial institution designated by theAdministrative Agent or such L/C Lender if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any suchcurrency; and provided further that such L/C Lender may use such spot rate quoted on the date as of which the foreign exchange computation is made in thecase of any Letter of Credit denominated in an Alternate Currency.“Stated Amount” of each Letter of Credit shall mean, at any time, the maximum amount available to be drawn thereunder (in each case determinedwithout regard to whether any conditions to drawing could then be met).“Subordination Agreement” shall mean each Subordination Agreement, substantially in the form of Exhibit T, among the Administrative Agent,the applicable Credit Parties and the providers of any Intercompany Contribution Indebtedness.“Subsidiary” shall mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereofordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of suchcorporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or moreSubsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one ormore Subsidiaries of such Person has more than a 50% equity interest at the time. Unless otherwise qualified, all references to a “Subsidiary” or to“Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Borrower.“Substituted Consolidated EBITDA” shall mean with respect to any fiscal quarter, the greater of Consolidated EBITDA for the fiscal quarter (a)during the immediately preceding fiscal year corresponding to such fiscal quarter and (b) immediately preceding the fiscal quarter in which the applicableQualifying Act of Terrorism shall have occurred, in each case subject to customary seasonal adjustments (as determined in good faith by Borrower).-43- “Swap Contract” shall mean any agreement entered into in the ordinary course of business (as a bona fide hedge and not for speculative purposes)(including any master agreement and any schedule or agreement, whether or not in writing, relating to any single transaction) that is an interest rate swapagreement, basis swap, forward rate agreement, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option,foreign exchange agreement, rate cap, collar or floor agreement, currency swap agreement, cross-currency rate swap agreement, swap option, currency optionor any other similar agreement (including any option to enter into any of the foregoing) and is designed to protect any Company against fluctuations ininterest rates, currency exchange rates, commodity prices, or similar risks (including any Interest Rate Protection Agreement). For the avoidance of doubt, theterm “Swap Contract” includes, without limitation, any call options, warrants and capped calls entered into as part of, or in connection with, an issuance ofconvertible or exchangeable debt by Borrower or its Restricted Subsidiaries.“Swap Obligation” shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction thatconstitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.“Swap Provider” shall mean any Person that is a party to a Swap Contract with Borrower and/or any of its Restricted Subsidiaries if such Person was,at the date of entering into such Swap Contract, a Lender or Agent or Affiliate of a Lender or Agent, and such Person executes and delivers to AdministrativeAgent a letter agreement in form and substance reasonably acceptable to Administrative Agent pursuant to which such Person (a) appoints Collateral Agentas its agent under the applicable Credit Documents and (b) agrees to be bound by the provisions of Section 12.03.“Syndication Agents” shall mean, collectively, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Credit Agricole Corporate and InvestmentBank, Fifth Third Bank, SunTrust Bank, The Bank of Nova Scotia, BNP Paribas Securities Corp., Sumitomo Mitsui Banking Corporation and UBS SecuritiesLLC, in their capacities as syndication agents hereunder.“T/C Percentage” of any Term Facility Lender at any time shall mean a fraction (expressed as a percentage) the numerator of which is the TermFacility Commitment of such Term Facility Lender at such time and the denominator of which is the total Term Facility Commitments at such time; provided,however, that if the T/C Percentage of any Term Facility Lender is to be determined after the total Term Facility Commitments have been terminated, then theT/C Percentage of such Term Facility Lender shall be determined immediately prior (and without giving effect) to such termination but after giving effect toany assignments after termination of the Term Facility Commitments.“Taking” shall mean a taking or voluntary conveyance during the term of this Agreement of all or part of any Mortgaged Real Property, or anyinterest therein or right accruing thereto or use thereof, as the result of, or in settlement of, any condemnation or other eminent domain proceeding by anyGovernmental Authority affecting any Mortgaged Real Property or any portion thereof, whether or not the same shall have actually been commenced.Tax Payments” shall mean, with respect to any taxable period (i) for which Borrower and/or any of its Subsidiaries are members of a consolidated,combined or similar income tax group for applicable federal, state and/or local income tax purposes of which a direct or indirect parent of Borrower is thecommon parent (a “Tax Group”) or (ii) for which Borrower is a disregarded entity or a partnership with a direct or indirect corporate parent (a “CorporateParent”), (a) payments equal to the portion of any consolidated, combined or similar federal, state and/or local income taxes (as applicable) of such TaxGroup, or the portion of the federal, state and/or local income taxes of such Corporate Parent (or, where such Corporate Parent owns some of its equity interestin Borrower indirectly through one or more corporate subsidiaries, such corporate subsidiaries (the “Corporate Parent Subsidiaries”), for such taxableperiod, that, in each case, is attributable to the income of Borrower, the applicable Restricted Subsidiaries or, to the extent of the amount actually receivedfrom its applicable Unrestricted Subsidiaries, such Unrestricted Subsidiaries, provided that in each case the amount of such payments with respect to anytaxable period does not exceed the amount that Borrower, the applicable Restricted Subsidiaries and (to the extent described above) the applicableUnrestricted Subsidiaries would have been required to pay in respect of such federal, state and local income taxes for such taxable period had Borrower, theapplicable Restricted Subsidiaries and (to the extent described above) the applicable Unrestricted Subsidiaries been a stand-alone corporate taxpayer orstand-alone corporate tax group for all taxable periods ending after the Closing Date and (b) for any such taxable period with respect to which the portion ofthe actual-44- Massachusetts income tax liability of the Tax Group or Corporate Parent (or any applicable Corporate Parent Subsidiaries) that is attributable to Borrower orits applicable Restricted Subsidiaries (or, to the extent of the amount actually received from any applicable Unrestricted Subsidiaries in respect thereof, suchUnrestricted Subsidiaries) exceeds the maximum payment permitted under clause (a) for such taxable period in respect of Massachusetts income tax, apayment equal to the amount of such excess (reduced, to the extent such excess is not deducted under clause (a) in computing the permitted distributionunder clause (a) for federal income taxes for such period, by any actual federal income tax benefit derived by the Tax Group or Corporate Parent (or anyapplicable Corporate Parent Subsidiaries) in respect of the deduction of such excess).“Tax Indemnification Agreement” means the Tax Indemnification Agreement, dated as of September 24, 2002, among Wynn Resorts, ValvinoLamore, Stephen A. Wynn, Aruze USA, Baron Asset Fund, a Massachusetts business trust, on behalf of the Baron Asset Fund Series, Baron Asset Fund, aMassachusetts business trust, on behalf of the Baron Growth Fund Series, and Kenneth R. Wynn Family Trust dated February 20, 1985.“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, feesor other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.“Term Facilities” shall mean, collectively, the credit facilities comprising the Term Facility Commitments, the Term Facility Loans, any ExtendedTerm Loans and any Other Term Loans.“Term Facility Availability Period” shall mean the period from and including the Closing Date through but excluding the earlier of the date that isthe one (1) year anniversary of the Closing Date and the date of termination of the Term Facility Commitments.“Term Facility Commitment” shall mean, for each Term Facility Lender, the obligation of such Lender to make Term Facility Loans during theTerm Facility Availability Period in a principal amount not to exceed the amount set forth opposite the name of such Lender on Annex A‑2 under the caption“Term Facility Commitment,” or in the Assignment Agreement pursuant to which such Lender assumed its Term Facility Commitment, as applicable, as thesame may be (a) changed pursuant to Section 13.05(b) or (b) reduced or terminated from time to time pursuant to Section 2.04 or Section 11.01. Theaggregate principal amount of the Term Facility Commitments of all Term Facility Lenders on the Closing Date is $875.0 million.“Term Facility Lenders” shall mean (a) on the Closing Date, the Lenders having Term Facility Commitments on Annex A-2 hereof and (b)thereafter, the Lenders from time to time holding any unutilized Term Facility Commitments and/or Term Facility Loans, as the case may be, after givingeffect to any assignments thereof permitted by Section 13.05(b).“Term Facility Loans” shall mean collectively, delayed draw term loans made pursuant to Section 2.01(b).“Term Facility Maturity Date” shall mean the date that is the sixth anniversary of the Closing Date.“Term Facility Notes” shall mean the promissory notes substantially in the form of Exhibit A‑2.“Term Loan Commitments” shall mean, collectively, (a) the Term Facility Commitments and (b) any Other Term Loan Commitments.“Term Loan Extension Request” shall have the meaning provided in Section 2.13(a).“Term Loans” shall mean, collectively, the Term Facility Loans, any Extended Term Loans and any Other Term Loans.-45- “Test Period” shall mean, for any date of determination, the period of the four most recently ended consecutive fiscal quarters of Borrower and itsRestricted Subsidiaries for which quarterly or annual financial statements have been delivered or are required to have been delivered to Administrative Agentor have been filed with the SEC.“Total Revolving Commitments” shall mean, at any time, the Revolving Commitments of all the Revolving Lenders at such time. The TotalRevolving Commitments on the Closing Date are $375.0 million.“Tranche” shall mean (i) when used with respect to the Lenders, each of the following classes of Lenders: (a) Lenders having Revolving Loansincurred pursuant to the Closing Date Revolving Commitment or Closing Date Revolving Commitments, (b) Lenders having such other Tranche ofRevolving Loans or Revolving Commitments created pursuant to an Extension Amendment, (c) Lenders having Term Facility Loans or Term FacilityCommitments and (e) Lenders having such other Tranche of Term Loans or Term Loan Commitments created pursuant to an Extension Amendment orRefinancing Amendment, and (ii) when used with respect to Loans or Commitments, each of the following classes of Loans or Commitments: (a) RevolvingLoans incurred pursuant to the Closing Date Revolving Commitment or Closing Date Revolving Commitments, (b) such other Tranche of Revolving Loansor Revolving Commitments created pursuant to an Extension Amendment, (c) Term Facility Loans or Term Facility Commitments and (d) such other Trancheof Term Loans or Term Loan Commitments created pursuant to an Extension Amendment or Refinancing Amendment.“Transactions” shall mean, collectively, (a) the entering into of this Agreement and the other Credit Documents and the borrowings hereunder, ifany, on the Closing Date, (b) the making of the Pre-Closing Equity Contribution prior to the Closing Date, and (c) the payment of fees and expenses inconnection with the foregoing.“Transfer Agreement” shall mean any trust or similar arrangement required by any Gaming Authority from time to time with respect to the EquityInterests of any Restricted Subsidiary (or any Person that was a Restricted Subsidiary) or any Gaming Facility.“Trigger Event” shall mean the transfer of shares of Equity Interests of any Restricted Subsidiary or any Gaming Facility into trust or other similararrangement required by any Gaming Authority from time to time.“Type” has the meaning set forth in Section 1.03.“UCC” shall mean the Uniform Commercial Code as from time to time in effect in the applicable state or other jurisdiction.“UCP” shall mean, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber ofCommerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).“Unaffiliated Joint Ventures” shall mean any joint venture of Borrower or any of its Subsidiaries; provided, however, that (i) all Investments in, andother transactions entered into with, such joint venture by Borrower or any of its Restricted Subsidiaries were made in compliance with this Agreement and(ii) no Affiliate (other than Borrower or any Subsidiary or any other Unaffiliated Joint Venture) or officer or director of Borrower or any of its Subsidiariesowns any Equity Interest, or has any material economic interest, in such joint venture (other than through Borrower (directly or indirectly through itsSubsidiaries)). No Subsidiary of Borrower shall be an Unaffiliated Joint Venture.“United States” shall mean the United States of America.“un-reallocated portion” has the meaning set forth in Section 2.14(a).“Unreimbursed Amount” has the meaning set forth in Section 2.03(e).“Unrestricted Cash” shall mean cash and Cash Equivalents of Borrower and its Restricted Subsidiaries that would not appear as “restricted” on acombined or consolidated balance sheet of the Consolidated Companies.-46- “Unrestricted Subsidiaries” shall mean (a) as of the Closing Date, the Subsidiaries listed on Schedule 8.12(c), (b) any Subsidiary of Borrowerdesignated as an “Unrestricted Subsidiary” pursuant to and in compliance with Section 9.12 and (c) any Subsidiary of an Unrestricted Subsidiary (in eachcase, unless such Subsidiary is no longer a Subsidiary of Borrower or is subsequently designated as a Restricted Subsidiary pursuant to this Agreement).“Unutilized R/C Commitment” shall mean, for any Revolving Lender, at any time, the excess of such Revolving Lender’s Revolving Commitmentat such time over the sum of (i) the aggregate outstanding principal amount of all Revolving Loans made by such Revolving Lender and (ii) such RevolvingLender’s L/C Liability at such time.“U.S. Person” shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.“U.S. Tax Compliance Certificate” has the meaning set forth in Section 5.06(b)(ii).“Voting Stock” shall mean, with respect to any Person, the Equity Interests, participations, rights in, or other equivalents of, such Equity Interests,and any and all rights, warrants or options exchangeable for or convertible into such Equity Interests of such Person, in each case, that ordinarily has votingpower for the election of directors (or Persons performing similar functions) of such Person, whether at all times or only as long as no senior class of EquityInterests has such voting power by reason of any contingency.“Weighted Average Life to Maturity” shall mean, on any date and with respect to the aggregate amount of the Term Loans (or any applicableportion thereof), an amount equal to (a) the scheduled repayments of such Term Loans to be made after such date, multiplied by the number of days from suchdate to the date of such scheduled repayments divided by (b) the aggregate principal amount of such Term Loans.“Wholly Owned Restricted Subsidiary” shall mean, with respect to any Person, any Wholly Owned Subsidiary of such Person that is a RestrictedSubsidiary. Unless the context clearly requires otherwise, all references to any Wholly Owned Restricted Subsidiary shall mean a Wholly Owned RestrictedSubsidiary of Borrower.“Wholly Owned Subsidiary” shall mean, with respect to any Person, any corporation, partnership, limited liability company or other entity of whichall of the Equity Interests (other than, in the case of a corporation, directors’ qualifying shares or nominee shares required under applicable law) are directly orindirectly owned or controlled by such Person and/or one or more Wholly Owned Subsidiaries of such Person. Unless the context clearly requires otherwise,all references to any Wholly Owned Subsidiary shall mean a Wholly Owned Subsidiary of Borrower.“Withdrawal Liability” shall mean liability by an ERISA Entity to a Multiemployer Plan as a result of a complete or partial withdrawal from suchMultiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.“Working Capital” means, for any Person at any date, the amount (which may be a negative number) of the Consolidated Current Assets of suchPerson minus the Consolidated Current Liabilities of such Person at such date; provided that, for purposes of calculating Working Capital, increases ordecreases in Working Capital shall be calculated without regard to any changes in Consolidated Current Assets or Consolidated Current Liabilities as a resultof (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (b) the effects of purchaseaccounting or (c) the impact of non-cash items on Consolidated Current Assets and Consolidated Current Liabilities. For purposes of calculating WorkingCapital (i) for any period in which a Permitted Acquisition or other Acquisition occurs (other than with respect to any Unrestricted Subsidiary) or anyUnrestricted Subsidiary is revoked and converted into a Restricted Subsidiary, the “consolidated current assets” and “consolidated current liabilities” of anyPerson, property, business or asset so acquired or Unrestricted Subsidiary so revoked, as the case may be (determined on a basis consistent with thecorresponding definitions herein, with appropriate reference changes) shall be excluded and (ii) for any period in which any Person, property, business orasset (other than an Unrestricted Subsidiary) is sold, transferred or otherwise disposed of, closed or classified as discontinued operations by Borrower or anyRestricted Subsidiary or any Restricted Subsidiary is designated as an Unrestricted Subsidiary, the “consolidated current assets” and “consolidated currentliabilities” of any Person, property, business or asset so sold, transferred or-47- otherwise disposed of, closed or classified as discontinued operations or Restricted Subsidiary so designated, as the case may be (determined on a basisconsistent with the corresponding definitions herein, with appropriate reference changes) shall be excluded.“Wynn Las Vegas” shall mean Wynn Las Vegas LLC, a Nevada limited liability company.“Wynn Las Vegas 2020 Notes” shall mean each of (a) the 7.875% First Mortgage Notes of Wynn Las Vegas due 2020 and (b) the 7.750% FirstMortgage Notes of Wynn Las Vegas due 2020.“Wynn Las Vegas 2020 and 2022 Note Repayment” shall mean the repayment in full of the Wynn Las Vegas 2020 Notes and the Wynn Las Vegas2022 Notes, whether pursuant to purchase, redemption or other acquisition for value of, or retirement, defeasance, discharge, refinancing or otherwise.“Wynn Las Vegas 2022 Notes” shall mean the 5.375% First Mortgage Notes of Wynn Las Vegas due 2022 in the in the original aggregate principalamount of $900.0 million.“Wynn Las Vegas 2023 Notes” shall mean the 4.250% Senior Notes of Wynn Las Vegas due 2023 in the in the original aggregate principal amountof $500.0 million.“Wynn Las Vegas Entities” shall mean Wynn Las Vegas and each of its Subsidiaries.“Wynn Las Vegas Notes” shall mean each of the Wynn Las Vegas 2020 Notes, the Wynn Las Vegas 2022 Notes and the Wynn Las Vegas 2023Notes, together with, without duplication, any other Indebtedness permitted to be Incurred under Section 10.01(e) (for purposes of the definition of PermittedRefinancing, including under Section 10.01(e), the Wynn Las Vegas Entities shall be deemed to be Restricted Subsidiaries prior to the Wynn Las VegasReorganization).“Wynn Las Vegas Pledge” shall mean the direct pledge of the Equity Interests in Wynn Las Vegas and related ancillary rights as collateral securityin favor of the holders of the Wynn Las Vegas Notes.“Wynn Las Vegas Reorganization” shall mean a series of corporate restructurings and related transactions, including receipt of Gaming Approvalsfrom relevant Gaming Authorities, pursuant to which the Wynn Las Vegas Entities become Subsidiaries of Borrower.“Wynn Las Vegas Resort” means the Wynn Las Vegas hotel and casino resort.“Wynn Macau” shall mean Wynn Resorts (Macau), S.A., a company incorporated under the laws of Macau.“Wynn Massachusetts” shall mean Wynn MA LLC, a Nevada limited liability company.“Wynn Massachusetts Project” shall mean the casino resort and related amenities to be developed by Borrower and its Subsidiaries in Everett,Massachusetts.“Wynn Massachusetts Project Opening Date” shall mean the date the Wynn Massachusetts Project is open to the general public.“Wynn Resorts” shall mean Wynn Resorts, Limited, a Nevada corporation.SECTION 1.02. Accounting Terms and Determinations. Except as otherwise provided in this Agreement, all computations and determinations asto accounting or financial matters (including financial covenants) shall be made in accordance with GAAP as in effect on the Closing Date consistentlyapplied for all applicable periods, and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP. If at any time any change inGAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and Borrower notifies Administrative Agent thatBorrower requests an amendment to any provision hereof to eliminate-48- the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if Administrative Agentnotifies Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is givenbefore or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and appliedimmediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and Borrower,Administrative Agent or the Required Lenders shall so request, Administrative Agent, the Lenders and Borrower shall negotiate in good faith to amend suchratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders, not to beunreasonably withheld).SECTION 1.03. Classes and Types of Loans. Loans hereunder are distinguished by “Class” and by “Type.” The “Class” of a Loan (or of aCommitment to make a Loan) refers to whether such Loan is a Revolving Loan of any particular Tranche, a Term Facility Loan, or a Term Loan of anyparticular Tranche of Term Loans created pursuant to an Extension Amendment or a Refinancing Amendment, each of which constitutes a Class. The “Type”of a Loan refers to whether such Loan is an ABR Loan or a LIBOR Loan, each of which constitutes a Type. Loans may be identified by both Class and Type.SECTION 1.04. Rules of Construction.(a) In each Credit Document, unless the context clearly requires otherwise (or such other Credit Document clearly provides otherwise), references to(i) the plural include the singular, the singular include the plural and the part include the whole; (ii) Persons include their respective permitted successors andassigns or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; (iii) statutes and regulations include anyamendments, supplements or modifications of the same from time to time and any successor statutes and regulations; (iv) unless otherwise expresslyprovided, any reference to any action of any Secured Party by way of consent, approval or waiver shall be deemed modified by the phrase “in its/theirreasonable discretion”; (v) time shall be a reference to time of day New York, New York; (vi) Obligations (other than L/C Liabilities) shall not be deemed“outstanding” if such Obligations have been Paid in Full; and (vii) except as expressly provided in any Credit Document any item required to be delivered orperformed on a day that is not a Business Day shall not be required until the next succeeding Business Day.(b) In each Credit Document, unless the context clearly requires otherwise (or such other Credit Document clearly provides otherwise), (i) “amend”shall mean “amend, restate, amend and restate, supplement or modify”; and “amended,” “amending” and “amendment” shall have meanings correlative tothe foregoing; (ii) in the computation of periods of time from a specified date to a later specified date, “from” shall mean “from and including”; “to” and“until” shall mean “to but excluding”; and “through” shall mean “to and including”; (iii) “hereof,” “herein” and “hereunder” (and similar terms) in anyCredit Document refer to such Credit Document as a whole and not to any particular provision of such Credit Document; (iv) “including” (and similar terms)shall mean “including without limitation” (and similarly for similar terms); (v) “or” has the inclusive meaning represented by the phrase “and/or”;(vi) references to “the date hereof” shall mean the date first set forth above; (vii) “asset” and “property” shall have the same meaning and effect and refer toall tangible and intangible assets and property, whether real, personal or mixed and of every type and description; and (viii) a “fiscal year” or a “fiscalquarter” is a reference to a fiscal year or fiscal quarter of Borrower.(c) In this Agreement unless the context clearly requires otherwise, any reference to (i) an Annex, Exhibit or Schedule is to an Annex, Exhibit orSchedule, as the case may be, attached to this Agreement and constituting a part hereof, and (ii) a Section or other subdivision is to a Section or such othersubdivision of this Agreement.(d) Unless otherwise expressly provided herein, (i) references to Organizational Documents, agreements (including the Credit Documents) andother contractual instruments shall be deemed to include all subsequent amendments, restatements, amendments and restatements, extensions, supplements,reaffirmations, replacements and other modifications thereto, but only to the extent that such amendments, restatements, amendments and restatements,extensions, supplements, reaffirmations, replacements and other modifications are permitted by the Credit Documents;-49- and (ii) references to any Requirement of Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing orinterpreting such Requirement of Law.(e) This Agreement and the other Credit Documents are the result of negotiations among and have been reviewed by counsel to Agents, Borrowerand the other parties, and are the products of all parties. Accordingly, they shall not be construed against the Lenders or Agents merely because of Agents’ orthe Lenders’ involvement in their preparation.SECTION 1.05. Exchange Rates; Currency Equivalents.(a) The Administrative Agent or the applicable L/C Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be usedfor calculating Dollar Equivalent amounts of extensions of credit hereunder and Obligations denominated in Alternate Currencies. Such Spot Rates shallbecome effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until thenext Revaluation Date to occur. Except for purposes of financial statements delivered by Credit Parties hereunder or calculating financial covenants orfinancial ratios hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of calculating theDollar Equivalent of the amount of extensions of credit hereunder and of Obligations denominated in an Alternate Currency under the Credit Documentsshall be such Dollar Equivalent amount as so determined by the Administrative Agent or the applicable L/C Lender, as applicable.(b) Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a requiredminimum or multiple amount, is expressed in Dollars, but such Borrowing, LIBOR Loan or Letter of Credit is denominated in an Alternate Currency, suchamount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternate Currency, with 0.5 of aunit being rounded upward), as determined by the Administrative Agent or the applicable L/C Lender, as the case may be.(c) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to theadministration, submission or any other matter related to the rates in the definition of “LIBO Rate” or with respect to any comparable or successor ratethereto.SECTION 1.06. Pro Forma Calculations.(a) Notwithstanding anything to the contrary herein, Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio shall becalculated in the manner prescribed by this Section 1.06; provided that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.06,when calculating Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio for purposes of determining actual compliance (and notcompliance on a Pro Forma Basis) with the covenant pursuant to Section 10.08, the events described in this Section 1.06 that occurred subsequent to the endof the applicable Test Period shall not be given pro forma effect.(b) For purposes of calculating Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio, Specified Transactions (and theincurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to suchTest Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basisassuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used thereinattributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If, since the beginning of any applicable Test Period,any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Borrower or any of its RestrictedSubsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section1.06, then Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordancewith this Section 1.06.(c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a ResponsibleOfficer of Borrower and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies projected by Borrower ingood faith to be realized as a result-50- of specified actions taken or with respect to which steps have been initiated, or are reasonably expected to be initiated within fifteen (15) months of theclosing date of such Specified Transaction (in the good faith determination of Borrower) (calculated on a pro forma basis as though such cost savings,operating expense reductions and synergies had been realized during the entirety of the applicable period), net of the amount of actual benefits realizedduring such period from such actions; provided that, with respect to any such cost savings, operating expense reductions and synergies, the limitations andrequirements set forth in clause (c) of the definitions of Consolidated EBITDA (other than the requirement set forth in clause (c) of Consolidated EBITDA thatsteps have been initiated or taken) shall apply; provided, further, that the aggregate amount of additions made to Consolidated EBITDA for any Test Periodpursuant to this clause (c) and clause (c) of the definition of “Consolidated EBITDA” shall not (i) exceed 20.0% of Consolidated EBITDA for such TestPeriod (after giving effect to this clause (c) and clause (c) of the definition of “Consolidated EBITDA”) or (ii) be duplicative of one another.(d) In the event that Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption,repayment, prepayment, retirement, exchange or extinguishment) any Indebtedness included in the calculations of Consolidated EBITDA and theConsolidated Senior Secured Net Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving creditfacility), (i) during the applicable Test Period and/or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event forwhich the calculation of any such ratio is made, then Consolidated EBITDA and the Consolidated Senior Secured Net Leverage Ratio shall be calculatedgiving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicableTest Period in the case of Consolidated EBITDA or the Consolidated Senior Secured Net Leverage Ratio.SECTION 1.07. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to bethe Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, byits terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter ofCredit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether ornot such maximum stated amount is in effect at such time.ARTICLE II. CREDITSSECTION 2.01. Loans.(a) Revolving Loans. Each Revolving Lender agrees, severally and not jointly, on the terms and conditions of this Agreement, to make revolvingloans (the “Revolving Loans”) to Borrower in Dollars from time to time, on any Business Day during, with respect to any Revolving Commitment of suchRevolving Lender, the Revolving Availability Period applicable to such Revolving Commitment, in an aggregate principal amount at any one timeoutstanding not exceeding the amount of the Revolving Commitment of such Revolving Lender as in effect from time to time; provided, however, that, aftergiving effect to any Borrowing of Revolving Loans, (i) the sum of the aggregate principal amount of (without duplication) all Revolving Loans thenoutstanding plus the aggregate amount of all L/C Liabilities shall not exceed the Total Revolving Commitments as in effect at such time, (ii) the RevolvingExposure of such Revolving Lender shall not exceed such Revolving Lender’s Revolving Commitments in effect at such time, (iii) the Revolving TrancheExposure of such Revolving Lender in respect of any Tranche of Revolving Commitments shall not exceed such Revolving Lender’s RevolvingCommitment of such Tranche in effect at such time and (iv) the Revolving Tranche Exposure of all Revolving Lenders in respect of any Tranche ofRevolving Commitments shall not exceed the aggregate Revolving Commitments of such Tranche in effect at such time. Subject to the terms and conditionsof this Agreement, during the applicable Revolving Availability Period, Borrower may borrow, repay and re-borrow the amount of the RevolvingCommitments by means of ABR Loans and LIBOR Loans.(b) Term Facility Loans. Each Lender with a Term Facility Commitment agrees, severally and not jointly, on the terms and conditions of thisAgreement, to make Term Facility Loans to Borrower in Dollars from time to time, on any Business Day during the Term Facility Availability Period, in anaggregate principal amount at any one-51- time outstanding not exceeding the amount of the Term Facility Commitment of such Term Facility Lender as in effect from time to time.(c) Limit on LIBOR Loans. No more than twenty (20) separate Interest Periods in respect of LIBOR Loans may be outstanding at any one time inthe aggregate under all of the facilities.SECTION 2.02. Borrowings. Borrower shall give Administrative Agent notice of each borrowing hereunder as provided in Section 4.05 in theform of a Notice of Borrowing; provided that, in the case of a borrowing of ABR Loans requested to be made on a same day basis, Borrower shall deliver theNotice of Borrowing no later than 1:00 p.m., New York time, on the day of such proposed ABR Loan (which day shall be a Business Day). Unless otherwiseagreed to by Administrative Agent in its sole discretion, not later than 12:00 p.m. (Noon) (or, in the case of a borrowing of ABR Loans requested to be madeon a same day basis, 4:00 p.m.), New York time, on the date specified for each borrowing in Section 4.05, each Lender shall make available the amount of theLoan or Loans to be made by it on such date to Administrative Agent, at an account specified by Administrative Agent maintained at the Principal Office, inimmediately available funds, for the account of Borrower. Each borrowing of Revolving Loans shall be made by each Revolving Lender pro rata based on itsR/C Percentage. Each borrowing of Term Facility Loans shall be made by each Term Facility Lender pro rata based on its T/C Percentage. The amounts soreceived by Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to Borrower not later than 4:00 p.m., NewYork time, on the actual applicable Funding Date, by depositing the same by wire transfer of immediately available funds in (or, in the case of an account ofBorrower maintained with Administrative Agent at the Principal Office, by crediting the same to) the account or accounts of Borrower or any other account oraccounts in each case as directed by Borrower in the applicable Notice of Borrowing.SECTION 2.03. Letters of Credit.(a) Subject to the terms and conditions hereof, the Revolving Commitments may be utilized, upon the request of Borrower, in addition to theRevolving Loans provided for by Section 2.01(a), for standby and commercial documentary letters of credit (herein collectively called “Letters of Credit”)issued by the applicable L/C Lender (which L/C Lenders agree to the terms and provisions of this Section 2.03 in reliance upon the agreements of the otherLenders set forth herein) for the account of Borrower or its Subsidiaries or, with respect to the Specified Letters of Credit (and any replacements thereof), itsAffiliates; provided, however, that in no event shall(i) the aggregate amount of all L/C Liabilities, plus the aggregate principal amount of all the Revolving Loans then outstanding, exceedat any time the Total Revolving Commitments as in effect at such time,(ii) the sum of the aggregate principal amount of all Revolving Loans of any Revolving Lender then outstanding, plus such RevolvingLender’s L/C Liability exceed at any time such Revolving Lender’s Revolving Commitment as in effect at such time,(iii) the outstanding aggregate amount of all L/C Liabilities exceed the L/C Sublimit and, in respect of each L/C Lender, the outstandingaggregate amount of L/C Liabilities in respect of such L/C Lender exceed its L/C Sublimit,(iv) the Dollar Equivalent of the Stated Amount of any Letter of Credit be less than $100,000 or such lesser amount as is acceptable to theL/C Lender,(v) the expiration date of any Letter of Credit extend beyond the earlier of (x) the third Business Day preceding the latest R/C MaturityDate then in effect and (y) the date twelve (12) months following the date of such issuance, unless in the case of this clause (y) the RequiredRevolving Lenders have approved such expiry date in writing (but never beyond the third Business Day prior to the latest R/C Maturity Date then ineffect), except for any Letter of Credit that Borrower has agreed to Cash Collateralize in an amount equal to the Minimum Collateral Amount orotherwise backstop (with a letter of credit on customary terms) to the applicable L/C Lender’s and the Administrative Agent’s reasonablesatisfaction, on or prior to the third-52- Business Day preceding the latest R/C Maturity Date then in effect, subject to the ability of Borrower to request Auto-Extension Letters of Credit inaccordance with Section 2.03(b),(vi) any L/C Lender issue any Letter of Credit after it has received notice from Borrower or the Required Revolving Lenders stating that aDefault exists until such time as such L/C Lender shall have received written notice of (x) rescission of such notice from the Required RevolvingLenders, (y) waiver or cure of such Default in accordance with this Agreement or (z) Administrative Agent’s good faith determination that suchDefault has ceased to exist,(vii) any Letter of Credit be issued in a currency other than Dollars or an Alternate Currency nor at a tenor other than sight, or(viii) the L/C Lender be obligated to issue any Letter of Credit, amend or modify any outstanding Letter of Credit or extend the expirydate of any outstanding Letter of Credit at any time when a Revolving Lender is a Defaulting Lender if such Defaulting Lender’s L/C Liabilitycannot be reallocated to Non-Defaulting Lenders pursuant to Section 2.14(a) unless arrangements reasonably satisfactory to the L/C Lender andBorrower have been made to eliminate the L/C Lender’s risk with respect to the participation in Letters of Credit by all such Defaulting Lenders,including by Cash Collateralizing in an amount equal to the Minimum Collateral Amount, or obtaining a backstop letter of credit from an issuerreasonably satisfactory to the L/C Lender to support, each such Defaulting Lender’s L/C Liability.(b) Whenever Borrower requires the issuance of a Letter of Credit it shall give the applicable L/C Lender and Administrative Agent at least three(3) Business Days written notice (or such shorter period of notice acceptable to the L/C Lender). Such Letter of Credit application may be sent by facsimile,by United States mail, by overnight courier, by electronic transmission using the system agreed to by the applicable L/C Lender, by personal delivery or byany other means acceptable to the applicable L/C Lender. Each notice shall be in the form of Exhibit K or such other form as is reasonably acceptable to theapplicable L/C Lender appropriately completed (each a “Letter of Credit Request”) and shall specify a date of issuance not beyond the fifth Business Dayprior to the latest R/C Maturity Date then in effect. Each Letter of Credit Request must be accompanied by documentation describing in reasonable detail theproposed terms, conditions and format of the Letter of Credit to be issued, and if so requested by any L/C Lender each Letter of Credit Request shall beaccompanied by such L/C Lender’s form of application but which application shall not contain any operating or financial covenants or any provisionsinconsistent with this Agreement. If Borrower so requests in any applicable Letter of Credit Request, the applicable L/C Lender may, in its sole discretion,agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Lender to decline any such extension at least once in each twelve-month period (commencing with the date ofissuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each suchtwelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Lender at the time of the originalissuance or automatic extension of a Letter of Credit, Borrower shall not be required to make a specific request to the L/C Lender for any such extension.Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Lender to permit theextension of such Letter of Credit at any time to an expiry date not later than the third Business Day preceding the latest R/C Maturity Date then in effect(provided, that such three (3) Business Day limitation shall not apply to any Letter of Credit that Borrower has agreed to Cash Collateralize in an amountequal to the Minimum Collateral Amount or otherwise backstop (with a letter of credit on customary terms) to the applicable L/C Lender’s and theAdministrative Agent’s reasonable satisfaction prior to the extension thereof); provided, however, that the L/C Lender shall not permit any such extension if(A) the L/C Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form(as extended) under the terms hereof (by reason of the provisions of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone orin writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the RequiredLenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or Borrower that one or more of the applicableconditions specified in Section 7.02 is not then satisfied, and in each such case directing the L/C Lender not to permit such extension. If there is any conflictbetween the terms and conditions of this Agreement and the terms and condition of any application, the terms and conditions of this Agreement shall govern.Each Lender-53- hereby authorizes each L/C Lender to issue and perform its obligations with respect to Letters of Credit and each Letter of Credit shall be issued inaccordance with the customary procedures of such L/C Lender. Borrower acknowledges and agrees that the failure of any L/C Lender to require anapplication at any time and from time to time shall not restrict or impair such L/C Lender’s right to require such an application or agreement as a condition tothe issuance of any subsequent Letter of Credit.(c) On each day during the period commencing with the issuance by the applicable L/C Lender of any Letter of Credit and until such Letter ofCredit shall have expired or been terminated, the Revolving Commitment of each Revolving Lender shall be deemed to be utilized for all purposes hereof inan amount equal to such Lender’s R/C Percentage of the Dollar Equivalent of the then Stated Amount of such Letter of Credit plus the amount of anyunreimbursed drawings thereunder (the amount of such unreimbursed drawings shall be expressed in Dollars in the amount of the Dollar Equivalent thereof inthe case of a Letter of Credit denominated in an Alternate Currency). Each Revolving Lender (other than the applicable L/C Lender) severally agrees that,upon the issuance of any Letter of Credit hereunder, it shall automatically acquire from the L/C Lender that issued such Letter of Credit, without recourse, aparticipation in such L/C Lender’s obligation to fund drawings and rights under such Letter of Credit in an amount equal to such Lender’s R/C Percentage ofsuch obligation (such obligation to fund drawings shall be expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Creditdenominated in an Alternate Currency) and rights, and each Revolving Lender (other than such L/C Lender) thereby shall absolutely, unconditionally andirrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such L/C Lender to pay and discharge when due, its R/CPercentage of such L/C Lender’s obligation to fund drawings (such obligation to fund drawings shall be expressed in Dollars in the amount of the DollarEquivalent thereof in the case of a Letter of Credit denominated in an Alternate Currency) under such Letter of Credit. Such L/C Lender shall be deemed tohold an L/C Liability in an amount equal to its retained interest in the related Letter of Credit after giving effect to such acquisition by the RevolvingLenders other than such L/C Lender of their participation interests.(d) In the event that any L/C Lender has determined to honor a drawing under a Letter of Credit, such L/C Lender shall promptly notify (the “L/CPayment Notice”) Administrative Agent and Borrower of the amount paid by such L/C Lender and the date on which payment is to be made to suchbeneficiary. In the case of a Letter of Credit denominated in an Alternate Currency, Borrower shall reimburse the L/C Lender that issued such Letter of Creditin Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternate Currency, the applicable L/CLender shall notify Administrative Agent and Borrower of the Dollar Equivalent of the amount of the drawing following the determination thereof inaccordance with Section 1.05. Borrower hereby unconditionally agrees to pay and reimburse such L/C Lender, through the Administrative Agent, for theamount of payment under such Letter of Credit in Dollars, together with interest thereon at a rate per annum equal to the Alternate Base Rate in effect fromtime to time plus the Applicable Margin applicable to Revolving Loans that are maintained as ABR Loans as are in effect from time to time (determinedbased on a weighted average if multiple Tranches of Revolving Commitments are then outstanding) from the date payment was made to such beneficiary tothe date on which payment is due, such payment to be made not later than the second Business Day after the date on which Borrower receives the applicableL/C Payment Notice (or the third Business Day thereafter if such L/C Payment Notice is received on a date that is not a Business Day or after 1:00 p.m., NewYork time, on a Business Day). Any such payment due from Borrower and not paid on the required date shall thereafter bear interest at rates specified inSection 3.02(b) until paid. Promptly upon receipt of the amount paid by Borrower pursuant to the immediately prior sentence, the applicable L/C Lendershall notify Administrative Agent of such payment and whether or not such payment constitutes payment in full of the Reimbursement Obligation under theapplicable Letter of Credit.(e) Promptly upon its receipt of a L/C Payment Notice referred to in Section 2.03(d), Borrower shall advise the applicable L/C Lender andAdministrative Agent whether or not Borrower intends to borrow hereunder to finance its obligation to reimburse such L/C Lender for the amount of therelated demand for payment under the applicable Letter of Credit and, if it does so intend, submit a Notice of Borrowing for such borrowing to AdministrativeAgent as provided in Section 4.05. In the event that Borrower fails to reimburse any L/C Lender, through the Administrative Agent, for a demand for paymentunder a Letter of Credit by the second Business Day after the date of the applicable L/C Payment Notice (or the third Business Day thereafter if such L/CPayment Notice is received on a date that is not a Business Day or after 1:00 p.m., New York time on a Business Day), such L/C Lender shall promptly notifyAdministrative Agent of such failure by Borrower to so reimburse and of the amount of the demand for payment-54- (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternate Currency). In the event thatBorrower fails to either submit a Notice of Borrowing to Administrative Agent as provided above or reimburse such L/C Lender, through the AdministrativeAgent, for a demand for payment under a Letter of Credit by the second Business Day after the date of the applicable L/C Payment Notice (or the thirdBusiness Day thereafter if such L/C Payment Notice is received on a date that is not a Business Day or after 1:00 p.m., New York time, on a Business Day),Administrative Agent shall give each Revolving Lender prompt notice of the amount of the demand for payment (expressed in Dollars in the amount of theDollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternate Currency) including the interest therein owed by Borrower (the“Unreimbursed Amount”), specifying such Lender’s R/C Percentage thereof and requesting payment of such amount.(f) Each Revolving Lender (other than the applicable L/C Lender) shall pay to Administrative Agent for account of the applicable L/C Lender atthe Principal Office in Dollars and in immediately available funds, an amount equal to such Revolving Lender’s R/C Percentage of the UnreimbursedAmount upon not less than one Business Day’s actual notice by Administrative Agent as described in Section 2.03(e) to such Revolving Lender requestingsuch payment and specifying such amount. Administrative Agent will promptly remit the funds so received to the applicable L/C Lender in Dollars. Eachsuch Revolving Lender’s obligation to make such payments to Administrative Agent for the account of L/C Lender under this Section 2.03(f), and theapplicable L/C Lender’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including(i) the failure of any other Revolving Lender to make its payment under this Section 2.03(f), (ii) the financial condition of Borrower or the existence of anyDefault or (iii) the termination of the Commitments. Each such payment to any L/C Lender shall be made without any offset, abatement, withholding orreduction whatsoever.(g) Upon the making of each payment by a Revolving Lender, through the Administrative Agent, to an L/C Lender pursuant to Section 2.03(f) inrespect of any Letter of Credit, such Revolving Lender shall, automatically and without any further action on the part of Administrative Agent, such L/CLender or such Revolving Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to such L/CLender by Borrower hereunder and under the L/C Documents relating to such Letter of Credit and (ii) a participation equal to such Revolving Lender’s R/CPercentage in any interest or other amounts (such interest and other amounts expressed in Dollars in the amount of the Dollar Equivalent thereof in the case ofa Letter of Credit denominated in an Alternate Currency) (other than cost reimbursements) payable by Borrower hereunder and under such L/C Documents inrespect of such Reimbursement Obligation. If any L/C Lender receives directly from or for the account of Borrower any payment in respect of anyReimbursement Obligation or any such interest or other amounts (including by way of setoff or application of proceeds of any collateral security), such L/CLender shall promptly pay to Administrative Agent for the account of each Revolving Lender which has satisfied its obligations under Section 2.03(f), suchRevolving Lender’s R/C Percentage of the Dollar Equivalent of such payment, each such payment by such L/C Lender to be made in Dollars. In the eventany payment received by such L/C Lender and so paid to the Revolving Lenders hereunder is rescinded or must otherwise be returned by such L/C Lender,each Revolving Lender shall, upon the request of such L/C Lender (through Administrative Agent), repay to such L/C Lender (through Administrative Agent)the amount of such payment paid to such Revolving Lender, with interest at the rate specified in Section 2.03(j).(h) Borrower shall pay to Administrative Agent, for the account of each Revolving Lender, and with respect to each Tranche of RevolvingCommitments, in respect of each Letter of Credit and each Tranche of Revolving Commitments for which such Revolving Lender has a L/C Liability, a letterof credit commission equal to (x) the rate per annum equal to the Applicable Margin for Revolving Loans of such Tranche made by such Revolving Lenderthat are LIBOR Loans in effect from time to time, multiplied by (y) the daily Dollar Equivalent of the Stated Amount of such Letter of Credit allocable tosuch Revolving Lender’s Revolving Commitments of such Tranche (such Dollar Equivalent to be determined in accordance with Section 1.05) for the periodfrom and including the date of issuance of such Letter of Credit (i) in the case of a Letter of Credit which expires in accordance with its terms, to andincluding such expiration date and (ii) in the case of a Letter of Credit which is drawn in full or is otherwise terminated other than on the stated expirationdate of such Letter of Credit, to and excluding the date such Letter of Credit is drawn in full or is terminated. Such commission will be non-refundable and isto be paid (1) quarterly in arrears on each Quarterly Date and (2) on each R/C Maturity Date. In addition, Borrower shall pay to each L/C Lender, for such L/CLender's account a fronting fee with respect to each Letter of Credit (whether commercial or standby) at the rate of 0.125% per annum, computed on theDollar Equivalent of the daily amount available to be drawn under such Letter of Credit, or-55- increase thereof, on a quarterly basis in arrears. Such fronting fee shall be due and payable on each Quarterly Date in respect of the most recently-endedquarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit,on the latest R/C Maturity Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, theamount of such Letter of Credit shall be determined in accordance with Section 1.07. In addition Borrower agrees to pay to each L/C Lender all charges, costsand expenses in the amounts customarily charged by such L/C Lender, from time to time in like circumstances, with respect to the issuance, amendment,transfer, payment of drawings, and other transactions relating thereto.(i) Upon the issuance of or amendment or modification to a Letter of Credit, the applicable L/C Lender shall promptly deliver to AdministrativeAgent and Borrower a written notice of such issuance, amendment or modification and such notice shall be accompanied by a copy of such Letter of Credit orthe respective amendment or modification thereto, as the case may be. Promptly upon receipt of such notice, Administrative Agent shall deliver to eachRevolving Lender a written notice regarding such issuance, amendment or modification, as the case may be, and, if so requested by a Revolving Lender,Administrative Agent shall deliver to such Revolving Lender a copy of such Letter of Credit or amendment or modification, as the case may be.(j) If and to the extent that any Revolving Lender fails to pay an amount required to be paid pursuant to Section 2.03(f) or 2.03(g) on the due datetherefor, such Revolving Lender shall pay to the applicable L/C Lender (through Administrative Agent) interest on such amount with respect to each Trancheof Revolving Commitments held by such Revolving Lender for each day from and including such due date to but excluding the date such payment is madeat a rate per annum equal to the Federal Funds Rate (as in effect from time to time) for the first three days and at the interest rate (in effect from time to time)applicable to Revolving Loans under such Tranche made by such Revolving Lender that are maintained as ABR Loans for each date thereafter. If anyRevolving Lender holds Revolving Commitments of more than one Tranche and such Revolving Lender makes a partial payment of amounts due by it underSection 2.03(f) or 2.03(g), such partial payment shall be allocated pro rata to each Tranche based on the amount of Revolving Commitments of each Trancheheld by such Revolving Lender.(k) The issuance by any L/C Lender of any amendment or modification to any Letter of Credit hereunder that would extend the expiry date orincrease the Stated Amount thereof shall be subject to the same conditions applicable under this Section 2.03 to the issuance of new Letters of Credit, and nosuch amendment or modification shall be issued hereunder (i) unless either (x) the respective Letter of Credit affected thereby would have complied with suchconditions had it originally been issued hereunder in such amended or modified form or (y) the Required Revolving Lenders (or other specified RevolvingLenders to the extent required by Section 13.04) shall have consented thereto or (ii) if the beneficiary of the Letter of Credit does not accept the proposedterms of the Letter of Credit.(l) Notwithstanding the foregoing, no L/C Lender shall be under any obligation to issue any Letter of Credit if at the time of such issuance, (i) anyorder, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Lender from issuing the Letterof Credit, or any Law applicable to such L/C Lender or any request or directive (whether or not having the force of law) from any Governmental Authoritywith jurisdiction over such L/C Lender shall prohibit, or request that such L/C Lender refrain from, the issuance of letters of credit generally or the Letter ofCredit in particular or shall impose upon such L/C Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which suchL/C Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Lender any unreimbursed loss, cost orexpense which was not applicable on the Closing Date and which such L/C Lender in good faith deems material to it or (ii) the issuance of the Letter ofCredit would violate one or more policies of such L/C Lender applicable to letters of credit generally.(m) The obligations of Borrower under this Agreement and any L/C Document to reimburse any L/C Lender for a drawing under a Letter of Credit,and to repay any drawing under a Letter of Credit converted into Revolving Loans, shall be unconditional and irrevocable, and shall be paid strictly inaccordance with the terms of this Agreement and each such other L/C Document under all circumstances, including the following:-56- (i) any lack of validity or enforceability of this Agreement, any Credit Document or any L/C Document;(ii) the existence of any claim, setoff, defense or other right that Borrower may have at any time against any beneficiary or any transfereeof any Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Lender or any other Person,whether in connection with this Agreement, the transactions contemplated hereby or by the L/C Documents or any unrelated transaction;(iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid orinsufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise ofany document required in order to make a drawing under any Letter of Credit; or any defense based upon the failure of any drawing under a Letter ofCredit to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing;(iv) waiver by a L/C Lender of any requirement that exists for the L/C Lender’s protection and not the protection of Borrower or anywaiver by the L/C Lender which does not in fact materially prejudice Borrower;(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;(vi) any payment made by a L/C Lender in respect of an otherwise complying item presented after the date specified as the expiration dateof, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP orthe UCP, as applicable;(vii) any payment by a L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly complywith the terms of such Letter of Credit; or any payment made by a L/C Lender under such Letter of Credit to any Person purporting to be a trustee inbankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiaryor any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or(viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstancethat might otherwise constitute a defense available to, or a discharge of, Borrower or a Guarantor.To the extent that any provision of any L/C Document is inconsistent with the provisions of this Section 2.03, the provisions of this Section2.03 shall control.(n) On the last Business Day of each month, Borrower and each L/C Lender shall provide to Administrative Agent such information regarding theoutstanding Letters of Credit as Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to Administrative Agent (and insuch standard electronic format as Administrative Agent shall reasonably specify), for purposes of Administrative Agent’s ongoing tracking and reporting ofoutstanding Letters of Credit. Administrative Agent shall maintain a record of all outstanding Letters of Credit based upon information provided by Borrowerand the L/C Lenders pursuant to this Section 2.03(n), and such record of Administrative Agent shall, absent manifest error, be deemed a correct andconclusive record of all Letters of Credit outstanding from time to time hereunder. Notwithstanding the foregoing, if and to the extent Administrative Agentdetermines that there are one or more discrepancies between information provided by Borrower and any L/C Lender hereunder, Administrative Agent willnotify Borrower and such L/C Lender thereof and Borrower and such L/C Lender shall endeavor to reconcile any such discrepancy. In addition to andwithout limiting the foregoing, with respect to commercial documentary Letters of Credit, on the first Business Day of each week the applicable L/C Lendershall deliver to Administrative Agent, by facsimile or electronic mail, a report detailing the daily outstanding-57- commercial documentary Letters of Credit for the previous week for such Letters of Credit issued in Dollars and for such Letters of Credit issued in anAlternate Currency.(o) Each Lender and Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Lender shall not have any responsibility toobtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to thevalidity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Lenders, theAdministrative Agent, any of their respective Affiliates, directors, officers, employees, agents and advisors nor any correspondent, participant or assignee ofany L/C Lender shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders orthe Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct; or (iii) the dueexecution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit. Borrower hereby assumes all risks of the actsor omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, andshall not, preclude Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.None of the L/C Lenders, the Administrative Agent, any of their respective Affiliates, directors, officers, employees, agents and advisors nor anycorrespondent, participant or assignee of the L/C Lenders shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section2.03(m); provided, however, that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against a L/C Lender, and a L/CLender may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered byBorrower which Borrower proves were caused by such L/C Lender’s willful misconduct, bad faith or gross negligence or such L/C Lender’s willful failure topay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditionsof a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Lenders may accept documents that appear on their face to be in order,without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Lenders shall not be responsible for thevalidity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder orproceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Lenders may send a Letter of Credit or conduct anycommunication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier,or any other commercially reasonable means of communicating with a beneficiary.(p) Unless otherwise expressly agreed by the applicable L/C Lender and Borrower when a Letter of Credit is issued (including any such agreementapplicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to eachcommercial Letter of Credit. Notwithstanding the foregoing, the L/C Lenders shall not be responsible to Borrower for, and the L/C Lenders’ rights andremedies against Borrower shall not be impaired by, any action or inaction of the L/C Lenders required or permitted under any law, order, or practice that isrequired or permitted to be applied to any Letter of Credit or this Agreement, including the law or any order of a jurisdiction where such L/C Lender or thebeneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICCBanking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute ofInternational Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.(q) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary,Borrower shall be obligated to reimburse the applicable L/C Lender hereunder for any and all drawings under such Letter of Credit. Borrower herebyacknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of Borrower, and that Borrower’s business derivessubstantial benefits from the businesses of such Subsidiaries.(r) A Revolving Lender may become an additional L/C Lender hereunder with the approval of the Administrative Agent (such approval not to beunreasonably withheld or delayed), Borrower and such Revolving Lender, pursuant to an agreement with, and in form and substance reasonably satisfactoryto, the Administrative Agent, Borrower-58- and such Revolving Lender. The Administrative Agent shall notify the Revolving Lenders of any such additional L/C Lender.SECTION 2.04. Termination and Reductions of Commitment.(a) (i) In addition to any other mandatory commitment reductions pursuant to this Section 2.04, the aggregate amount of the Term FacilityCommitments shall be automatically and permanently reduced by the amount of Term Facility Loans made in respect thereof from time to time.Notwithstanding any other provision of this Agreement, any outstanding Term Facility Commitments shall automatically terminate upon the earlier of (x) theTerm Facility Commitments being fully funded pursuant to Section 2.01(b) and (y) at 5:00 p.m., New York City time, on the last Business Day of the TermFacility Availability Period.(ii) The aggregate amount of the Revolving Commitments of any Tranche shall be automatically and permanently reduced to zero on theR/C Maturity Date applicable to such Tranche, and the L/C Commitments shall be automatically and permanently reduced to zero on the last R/CMaturity Date.(b) Borrower shall have the right at any time or from time to time (without premium or penalty except breakage costs (if any) pursuant to Section5.05) (i) so long as no Revolving Loans or L/C Liabilities will be outstanding as of the date specified for termination (after giving effect to all transactionsoccurring on such date), to terminate the Revolving Commitments in their entirety, (ii) to reduce the aggregate amount of the Unutilized R/C Commitments(which shall be pro rata among the Revolving Lenders), (iii) to reduce the aggregate amount of the unutilized Term Facility Commitments (which shall bepro rata among the Term Facility Lenders) and (iv) so long as the remaining Total Revolving Commitments will equal or exceed the aggregate amount ofoutstanding Revolving Loans and L/C Liabilities, to reduce the aggregate amount of the Revolving Commitments (which shall be pro rata among theRevolving Lenders); provided, however, that (x) Borrower shall give notice of each such termination or reduction as provided in Section 4.05, and (y) eachpartial reduction shall be in an aggregate amount at least equal to $5.0 million (or any whole multiple of $1.0 million in excess thereof) or, if less, theremaining Unutilized R/C Commitments or unutilized Term Facility Commitments, as applicable.(c) Any Commitment once terminated or reduced may not be reinstated.(d) Each reduction or termination of any of the Commitments applicable to any Tranche pursuant to this Section 2.04 shall be applied ratablyamong the Lenders with such a Commitment, as the case may be, in accordance with their respective Commitment, as applicable.SECTION 2.05. Fees.(a) Borrower shall pay to Administrative Agent for the account of each Revolving Lender (other than a Defaulting Lender), with respect to suchRevolving Lender’s Revolving Commitments of each Tranche and for the account of each Term Facility Lender (other than a Defaulting Lender), withrespect to such Term Facility Lender’s Term Facility Commitments, a commitment fee for the period from and including the Closing Date (or, following theconversion of any such Revolving Commitment into another Tranche, the applicable Extension Date) to but not including (x) for Revolving Commitmentsthe earlier of (i) the date such Revolving Commitment is terminated or expires (or is modified to constitute another Tranche) and (ii) the R/C Maturity Dateapplicable to such Revolving Commitment, and (y) for Term Facility Commitments the date such Term Facility Commitment is terminated or expires, in eachcase, computed at a rate per annum equal to the Applicable Fee Percentage in respect of such Tranche in effect from time to time during such period on theactual daily amount of such Revolving Lender’s Unutilized R/C Commitment in respect of such Tranche or such Term Facility Lender’s unutilized TermFacility Commitment, as applicable. Notwithstanding anything to the contrary in the definition of “Unutilized R/C Commitments,” for purposes ofdetermining Unutilized R/C Commitments in connection with computing commitment fees with respect to Revolving Commitments, a RevolvingCommitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and L/C Liability of such RevolvingLender. Any accrued commitment fee under this Section 2.05(a) in respect of any Revolving Commitment or Term Facility Commitment shall be payable inarrears on each Quarterly Date and on the earlier of (i) the date the applicable Revolving Commitment is modified to constitute another Tranche or Term-59- Facility Commitment is terminated or expires, as applicable, and (ii) for any Revolving Commitment, the R/C Maturity Date applicable to such RevolvingCommitment and, for any Term Facility Commitment, the termination of the Term Facility Availability Period.(b) Borrower shall pay to Administrative Agent for its own account the administrative fee separately agreed to in the Fee Letter.(c) Borrower shall pay to Auction Manager for its own account, in connection with any Borrower Loan Purchase, such fees as may be agreedbetween Borrower and Auction Manager.SECTION 2.06. Lending Offices. The Loans of each Type made by each Lender shall be made and maintained at such Lender’s ApplicableLending Office for Loans of such Type. Each Lender may, at its option but subject to Section 5.06 as if such branch or Affiliate was deemed a “Lender”thereunder for purposes of documentation delivered to the Administrative Agent and payments required to be made to Borrower thereunder, make any Loanby causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect in anymanner the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement.SECTION 2.07. Several Obligations of Lenders. The failure of any Lender to make any Loan to be made by it on the date specified therefor shallnot relieve any other Lender of its obligation to make its Loan on such date, but neither any Lender nor Administrative Agent shall be responsible for thefailure of any other Lender to make a Loan to be made by such other Lender, and no Lender shall have any obligation to Administrative Agent or any otherLender for the failure by such Lender to make any Loan required to be made by such Lender. No Revolving Lender will be responsible for failure of any otherLender to fund its participation in Letters of Credit.SECTION 2.08. Notes; Register.(a) At the request of any Lender, its Loans of a particular Class shall be evidenced by a promissory note, payable to such Lender or its registeredassigns and otherwise duly completed, substantially in the form of Exhibits A-1 and A-2 of such Lender’s Revolving Loans and Term Facility Loans,respectively; provided that any promissory notes issued in respect of Other Term Loans, Extended Term Loans or Extended Revolving Loans shall be in suchform as mutually agreed by Borrower and Administrative Agent.(b) The date, amount, Type, interest rate and duration of the Interest Period (if applicable) of each Loan of each Class made by each Lender toBorrower and each payment made on account of the principal thereof, shall be recorded by such Lender or its registered assigns on its books and, prior to anytransfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender (or its nominee) on the schedule attached to such Note or anycontinuation thereof; provided, however, that the failure of such Lender (or its nominee) to make any such recordation or endorsement or any error in suchrecordation or endorsement shall not affect the obligations of Borrower to make a payment when due of any amount owing hereunder or under such Note.(c) Borrower hereby designates Administrative Agent to serve as its nonfiduciary agent, solely for purposes of this Section 2.08, to maintain aregister (the “Register”) on which it will record the name and address of each Lender, the Commitment from time to time of each of the Lenders, the principaland interest amounts of the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure tomake any such recordation or any error in such recordation shall not affect Borrower’s obligations in respect of such Loans. The entries in the Register shallbe conclusive of the information noted therein (absent manifest error), and the parties hereto shall treat each Person whose name is recorded in the Register asthe owner of a Loan or other obligation hereunder as the owner thereof for all purposes of the Credit Documents, notwithstanding any notice to the contrary.The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Noassignment shall be effective unless recorded in the Register; provided that Administrative Agent agrees to record in the Register any assignment entered intopursuant to the term hereof promptly after the effectiveness of such assignment.-60- SECTION 2.09. Optional Prepayments and Conversions or Continuations of Loans.(a) Subject to Section 4.04, Borrower shall have the right to prepay Loans (without premium or penalty), or to convert Loans of one Type intoLoans of another Type or to continue Loans of one Type as Loans of the same Type, at any time or from time to time. Borrower shall give AdministrativeAgent notice of each such prepayment, conversion or continuation as provided in Section 4.05 (and, upon the date specified in any such notice ofprepayment, the amount to be prepaid shall become due and payable hereunder; provided that Borrower may make any such notice conditional upon theoccurrence of a Person’s acquisition or sale or any incurrence of indebtedness or issuance of Equity Interests). Each Notice of Continuation/Conversion shallbe substantially in the form of Exhibit C. If LIBOR Loans are prepaid or converted other than on the last day of an Interest Period therefor, Borrower shall atsuch time pay all expenses and costs required by Section 5.05. Notwithstanding the foregoing, and without limiting the rights and remedies of the Lendersunder Article XI, in the event that any Event of Default shall have occurred and be continuing, Administrative Agent may (and, at the request of the RequiredLenders, shall), upon written notice to Borrower, have the right to suspend the right of Borrower to convert any Loan into a LIBOR Loan, or to continue anyLoan as a LIBOR Loan, in which event all Loans shall be converted (on the last day(s) of the respective Interest Periods therefor) or continued, as the casemay be, as ABR Loans.(b) Application.(i) The amount of any optional prepayments described in Section 2.09(a) shall be applied to prepay Loans outstanding in order ofamortization, in amounts and to Tranches, all as determined by Borrower.(ii) In addition to the foregoing, following the earlier of the Wynn Las Vegas Reorganization and the Wynn Massachusetts ProjectOpening Date and provided that (I) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio is less than 2.50 to 1.00 on aPro Forma Basis (calculated assuming all amounts offered pursuant to this clause (b)(ii) were accepted as prepayment for the Loans and appliedthereto) as of the most recent Calculation Date and (II) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basiswith the Financial Maintenance Covenant (whether or not then in effect) (calculated assuming all amounts offered pursuant to this clause (b)(ii) wereaccepted as prepayment for the Loans and applied thereto) as of the most recent Calculation Date, Borrower shall have the right to elect to offer toprepay at par the Loans pro rata to the Term Facility Loans, the Extended Term Loans and the Other Term Loans then outstanding and apply anyamounts rejected for such prepayment to repurchase, prepay, redeem, retire, acquire, defease or cancel Indebtedness or make Restricted Paymentsnotwithstanding any then applicable limitations set forth in Section 10.09 or 10.06, respectively. If Borrower makes such an election, it shallprovide notice thereof to Administrative Agent, who shall promptly, and in any event within one Business Day of receipt, provide such notice to theholders of the Term Loans. Any such notice shall specify the aggregate amount offered to prepay the Term Loans. Each holder of a Term FacilityLoan, an Other Term Loan or an Extended Term Loan may elect, in its sole discretion, to reject such prepayment offer with respect to an amountequal to or less than (w) with respect to holders of Term Facility Loans, an amount equal to the aggregate amount so offered to prepay Term FacilityLoans times a fraction, the numerator of which is the principal amount of Term Facility Loans owed to such holder and the denominator of which isthe principal amount of Term Facility Loans outstanding, (x) with respect to holders of Other Term Loans, an amount equal to the aggregate amountso offered to prepay Other Term Loans times a fraction, the numerator of which is the principal amount of Other Term Loans owed to such holder andthe denominator of which is the principal amount of Other Term Loans outstanding and (y) with respect to holders of Extended Term Loans, anamount equal to the aggregate amount so offered to prepay Extended Term Loans times a fraction, the numerator of which is the principal amount ofExtended Term Loans owed to such holder and the denominator of which is the principal amount of Extended Term Loans outstanding. Anyrejection of such offer must be evidenced by written notice delivered to Administrative Agent within five Business Days of receipt of the offer forprepayment, specifying an amount of such prepayment offer rejected by such holder, if any. Failure to give such notice will constitute an election toaccept such offer. Any portion of such prepayment offer so accepted will be used to prepay the Term Loans held by the applicable holders within tenBusiness Days of the date of receipt of the offer to prepay. Any portion of such prepayment rejected may be used by Borrower and its RestrictedSubsidiaries to repurchase, prepay, redeem, retire, acquire, defease or cancel Indebtedness-61- or make Restricted Payments notwithstanding any then applicable limitations set forth in Section 10.09 or 10.06, respectively.SECTION 2.10. Mandatory Prepayments.(a) Borrower shall prepay the Loans as follows (each such prepayment to be effected in each case in the manner, order and to the extent specified inSection 2.10(b) below):(i) Casualty Events. Within five (5) Business Days after Borrower or any Restricted Subsidiary receives any Net Available Proceeds fromany Casualty Event or any disposition pursuant to Section 10.05(l) (or notice of collection by Administrative Agent of the same), in an aggregateprincipal amount equal to 100% of such Net Available Proceeds (it being understood that applications pursuant to this Section 2.10(a)(i) shall notbe duplicative of Section 2.10(a)(iii) below); provided, however, that:(x) if no Event of Default then exists or would arise therefrom, the Net Available Proceeds thereof shall not be required to be soapplied on such date to the extent that Borrower delivers an Officer’s Certificate to Administrative Agent stating that an amount equal tosuch proceeds is intended to be used to fund the acquisition of Property used or usable in the business of any Credit Party or repair, replaceor restore the Property or other Property used or usable in the business of any Credit Party (in accordance with the provisions of theapplicable Security Document in respect of which such Casualty Event has occurred, to the extent applicable), in each case within (A)twelve (12) months following receipt of such Net Available Proceeds or (B) if Borrower or the relevant Restricted Subsidiary enters into alegally binding commitment to reinvest such Net Available Proceeds within twelve (12) months following receipt thereof, within the laterof (1) one hundred and eighty (180) days following the date of such legally binding commitment and (2) twelve (12) months followingreceipt of such Net Available Proceeds, and(y) if all or any portion of such Net Available Proceeds not required to be applied to the prepayment of Loans pursuant to thisSection 2.10(a)(i) is not so used within the period specified by clause (x) above, such remaining portion shall be applied on the last day ofsuch period as specified in Section 2.10(b).Notwithstanding the foregoing provisions of this Section 2.10(a)(i) or otherwise, no mandatory prepayment shall be required pursuant tothis Section 2.10(a)(i) in any fiscal year until the date on which the Net Available Proceeds required to be applied as mandatory prepaymentspursuant to this Section 2.10(a)(i) in such fiscal year shall exceed $15.0 million (and thereafter only Net Available Proceeds in excess of suchamount shall be required to be applied as mandatory prepayments pursuant to this Section 2.10(a)(i)).(ii) Debt Issuance. Within five (5) Business Days after any Debt Issuance on or after the Closing Date, in an aggregate principal amountequal to 100% of the Net Available Proceeds of such Debt Issuance.(iii) Asset Sales. Within five (5) Business Days after receipt by Borrower or any of its Restricted Subsidiaries of any Net AvailableProceeds from any Asset Sale pursuant to Section 10.05(c), in an aggregate principal amount equal to 100% of the Net Available Proceeds from suchAsset Sale (it being understood that applications pursuant to this Section 2.10(a)(iii) shall not be duplicative of Section 2.10(a)(i) above); provided,however, that:(x) an amount equal to the Net Available Proceeds from any Asset Sale pursuant to Section 10.05(c) shall not be required to beapplied as provided above on such date if (1) no Event of Default then exists or would arise therefrom and (2) Borrower delivers an Officer’sCertificate to Administrative Agent stating that an amount equal to such Net Available Proceeds is intended to be reinvested, directly orindirectly, in assets (which may be pursuant to an acquisition of Equity Interests of a Person that directly or indirectly owns such assets)otherwise permitted under this Agreement of (A) if such Asset Sale was effected by any Credit Party, any Credit Party, and (B) if such Asset-62- Sale was effected by any other Company, any Company, in each case within (x) twelve (12) months following receipt of such Net AvailableProceeds or (y) if Borrower or the relevant Restricted Subsidiary enters into a legally binding commitment to reinvest such Net AvailableProceeds within twelve (12) months following receipt thereof, within the later of (A) one hundred and eighty (180) days following the dateof such legally binding commitment and (B) twelve (12) months following receipt of such Net Available Proceeds (which certificate shallset forth the estimates of the proceeds to be so expended); and(y) if all or any portion of such Net Available Proceeds is not reinvested in assets in accordance with the Officer’s Certificatereferred to in clause (x) above within the period specified by clause (x) above, such remaining portion shall be applied on the last day ofsuch period as specified in Section 2.10(b).Notwithstanding the foregoing provisions of this Section 2.10(a)(iii) or otherwise, no mandatory prepayment shall be required pursuant tothis Section 2.10(a)(iii) in any fiscal year until the date on which the Net Available Proceeds required to be applied as mandatory prepaymentspursuant to this Section 2.10(a)(iii) in such fiscal year shall exceed $15.0 million (and thereafter only Net Available Proceeds in excess of suchamount shall be required be applied as mandatory prepayments pursuant to this Section 2.10(a)(iii)).(iv) Prepayments Not Required. Notwithstanding any other provisions of this Section 2.10(a), to the extent that any of or all the NetAvailable Proceeds of any Asset Sale or Casualty Event with respect to any property or assets of Foreign Subsidiaries are prohibited or delayed byapplicable local law from being repatriated to the United States, the portion of such Net Available Proceeds so affected will not be required to beapplied to repay Term Loans at the times provided in this Section 2.10(a) but may be retained by the applicable Foreign Subsidiary so long asapplicable local law does not permit repatriation to the United States (Borrower hereby agreeing to cause the applicable Foreign Subsidiary topromptly take all commercially reasonable actions required by the applicable local law to permit such repatriation), and once such repatriation ofany of such affected Net Available Proceeds is permitted under the applicable local law, any such Net Available Proceeds shall be reinvestedpursuant to Section 2.10(a)(i) or (iii), as applicable, or applied pursuant to Section 2.10(b) within five (5) Business Days of such repatriation. To theextent Borrower determines in good faith that repatriation of any of or all the Net Available Proceeds of any Asset Sale or Casualty Event withrespect to any property or assets of Foreign Subsidiaries would have a material adverse tax costs or consequences to Borrower or any of itsSubsidiaries, such Net Available Proceeds so affected may be retained by the applicable Foreign Subsidiary; provided that, on or before the date onwhich the Net Available Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section2.10(a)(i) or (iii), as applicable, unless previously repatriated (in which case, any such Net Available Proceeds shall be reinvested pursuant to Section2.10(a)(i) or (iii), as applicable, or applied pursuant to Section 2.10(b) within five (5) Business Days of such repatriation), (A) Borrower shall applyan amount equal to such Net Available Proceeds to such reinvestments or prepayments as if such Net Available Proceeds had been received byBorrower rather than such Foreign Subsidiary, minus, the amount of additional taxes that would have been payable or reserved against if such NetAvailable Proceeds had been repatriated (or, if less, the Net Available Proceeds that would be calculated if received by such Foreign Subsidiary)pursuant to Section 2.10(b) or (B) such Net Available Proceeds shall be applied to the repayment of Indebtedness of a Foreign Subsidiary.(v) Prepayments of Other First Lien Indebtedness. Notwithstanding the foregoing provisions of Section 2.10(a)(i), (ii), (iii) or otherwise,any Net Available Proceeds from any such Casualty Event, Debt Issuance or Asset Sale otherwise required to be applied to prepay the Loans may, atBorrower’s option, be applied to prepay the principal amount of Other First Lien Indebtedness only to (and not in excess of) the extent to which amandatory prepayment in respect of such Casualty Event, Debt Issuance or Asset Sale is required under the terms of such Other First LienIndebtedness (with any remaining Net Available Proceeds applied to prepay outstanding Loans in accordance with the terms hereof), unless suchapplication would result in the holders of Other First Lien Indebtedness receiving in excess of their pro rata share (determined on the basis of theaggregate outstanding principal amount of Term Loans and Other First Lien Indebtedness at such time) of such Net Available Proceeds relative toLenders, in which case such Net Available-63- Proceeds may only be applied to prepay the principal amount of Other First Lien Indebtedness on a pro rata basis with outstanding Term Loans. Tothe extent the holders of Other First Lien Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such NetAvailable Proceeds, the declined amount of such Net Available Proceeds shall promptly (and, in any event, within ten (10) Business Days after thedate of such rejection) be applied to prepay Loans in accordance with the terms hereof (to the extent such Net Available Proceeds would otherwisehave been required to be applied if such Other First Lien Indebtedness was not then outstanding). Any such application to Other First LienIndebtedness shall reduce any prepayments otherwise required hereunder by an equivalent amount.(b) Application. The amount of any required prepayments described in Section 2.10(a) shall be applied to prepay Loans as follows:(i) First, to the reduction of Amortization Payments on the Term Loans required by Sections 3.01(b) and 3.01(c) and, in the case of theTerm Facilities, to the remaining principal installments with respect thereto in direct order of maturity over the next succeeding four (4) quarterlyinstallments and, thereafter, on a pro rata basis; provided that, each such prepayment shall, subject to the last paragraph of this Section 2.10(b), beapplied to such Term Loans that are ABR Loans to the fullest extent thereof before application to Loans that are LIBOR Loans, and suchprepayments of LIBOR Loans shall be applied in a manner that minimizes the amount of any payments required to be made by Borrower pursuant toSection 5.05;(ii) Second, after such time as no Term Loans or Permitted First Priority Refinancing Debt remain outstanding, to prepay all outstandingRevolving Loans (in each case, without any reduction in Revolving Commitments); and(iii) Third, after application of prepayments in accordance with clauses (i) and (ii) above, Borrower shall be permitted to retain any suchremaining excess.Notwithstanding the foregoing, any Term Facility Lender may elect, by written notice to Administrative Agent at least one (1) Business Day prior tothe prepayment date, to decline all or any portion of any prepayment of its Term Loans, pursuant to this Section 2.10, in which case the aggregate amount ofthe prepayment that would have been applied to prepay such Term Loans, but was so declined shall be ratably offered to each Term Facility Lender thatinitially accepted such prepayment. Any such re-offered amounts rejected by such Lenders shall be retained by Borrower (any such retained amounts,“Declined Amounts”).Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of theABR Loans at the time outstanding, only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall beimmediately prepaid and, at the election of Borrower, the balance of such required prepayment shall be either (i) deposited in the Collateral Account andapplied to the prepayment of LIBOR Loans on the last day of the then next-expiring Interest Period for LIBOR Loans (with all interest accruing thereon forthe account of Borrower) or (ii) prepaid immediately, together with any amounts owing to the Lenders under Section 5.05. Notwithstanding any such depositin the Collateral Account, interest shall continue to accrue on such Loans until prepayment.(c) Revolving Credit Extension Reductions. Until the final R/C Maturity Date, Borrower shall from time to time immediately prepay theRevolving Loans (and/or provide Cash Collateral in an amount equal to the Minimum Collateral Amount for, or otherwise backstop (with a letter of credit oncustomary terms reasonably acceptable to the applicable L/C Lender and the Administrative Agent), outstanding L/C Liabilities) in such amounts as shall benecessary (I) so that at all times (a) the aggregate outstanding amount of thFe Revolving Loans, plus, the aggregate outstanding L/C Liabilities shall notexceed the Total Revolving Commitments as in effect at such time and (b) the aggregate outstanding amount of the Revolving Loans of any Trancheallocable to such Tranche, plus the aggregate outstanding L/C Liabilities under such Tranche shall not exceed the aggregate Revolving Commitments ofsuch Tranche as in effect at such time and (II) to comply with Section 7.02(a)(iii).-64- (d) Outstanding Letters of Credit. If any Letter of Credit is outstanding on the 30th day prior to the next succeeding R/C Maturity Date which hasan expiry date later than the third Business Day preceding such R/C Maturity Date (or which, pursuant to its terms, may be extended to a date later than thethird Business Day preceding such R/C Maturity Date), then (i) if one or more Tranches of Revolving Commitments with a R/C Maturity Date after such R/CMaturity Date are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of theLenders with Revolving Commitments to purchase participations therein and to make Revolving Loans and payments in respect thereof and the commissionsapplicable thereto), effective as of such R/C Maturity Date, solely under (and ratably participated by Revolving Lenders pursuant to) the RevolvingCommitments in respect of such non-terminating Tranches of Revolving Commitments, if any, up to an aggregate amount not to exceed the aggregateprincipal amount of the unutilized Revolving Commitments thereunder at such time, and (ii) to the extent not capable of being reallocated pursuant to clause(i) above, Borrower shall, on such 30th day (or on such later day as such Letters of Credit become incapable of being reallocated pursuant to clause (i) abovedue to the termination, reduction or utilization of any relevant Revolving Commitments), either (x) Cash Collateralize all such Letters of Credit in an amountnot less than the Minimum Collateral Amount with respect to such Letters of Credit (it being understood that such Cash Collateral shall be released to theextent that the aggregate Stated Amount of such Letters of Credit is reduced upon the expiration or termination of such Letters of Credit, so that the CashCollateral shall not exceed the Minimum Collateral Amount with respect to such Letters of Credit outstanding at any particular time) or (y) deliver to theapplicable L/C Lender a standby letter of credit (other than a Letter of Credit) in favor of such L/C Lender in a stated amount not less than the MinimumCollateral Amount with respect to such Letters of Credit, which standby letter of credit shall be in form and substance, and issued by a financially soundfinancial institution, reasonably acceptable to such L/C Lender and the Administrative Agent. Except to the extent of reallocations of participations pursuantto clause (i) above, the occurrence of a R/C Maturity Date shall have no effect upon (and shall not diminish) the percentage participations of the RevolvingLenders of the relevant Tranche in any Letter of Credit issued before such R/C Maturity Date. For the avoidance of doubt, the parties hereto agree that uponthe occurrence of any reallocations of participations pursuant to clause (i) above and, if necessary, the taking of the actions in described clause (ii) above, allparticipations in Letters of Credit under the terminated Revolving Commitments shall terminate.SECTION 2.11. Replacement of Lenders.(a) Borrower shall have the right to replace any Lender (the “Replaced Lender”) with one or more other Eligible Assignees (collectively, the“Replacement Lender”), if (x) such Lender is charging Borrower increased costs pursuant to Section 5.01 or 5.06 or such Lender becomes incapable ofmaking LIBOR Loans as provided in Section 5.03 when other Lenders are generally able to do so, (y) such Lender is a Defaulting Lender or (z) such Lender issubject to Disqualification (and such Lender is notified by Borrower and Administrative Agent in writing of such Disqualification); provided, however, that(i) at the time of any such replacement, the Replacement Lender shall enter into one or more Assignment Agreements (and with all fees payable pursuant toSection 13.05(b) to be paid by the Replacement Lender or Borrower) pursuant to which the Replacement Lender shall acquire all of the Commitments andoutstanding Loans of, and in each case L/C Interests of, the Replaced Lender (or if the Replaced Lender is being replaced as a result of being a DefaultingLender, then the Replacement Lender shall acquire all Revolving Commitments, Revolving Loans and L/C Interests of such Replaced Lender under one ormore Tranches of Revolving Commitments or, at the option of Borrower and such Replacement Lender, all other Loans and Commitments held by suchDefaulting Lender), (ii) at the time of any such replacement, the Replaced Lender shall receive an amount equal to the sum of (A) the principal of, and allaccrued interest on, all outstanding Loans of such Lender (other than any Loans not being acquired by a Replacement Lender), (B) all ReimbursementObligations (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternate Currency)owing to such Lender, together with all then unpaid interest with respect thereto at such time, in the event Revolving Loans or Revolving Commitmentsowing to such Lender are being repaid and terminated or acquired, as the case may be, and (C) all accrued, but theretofore unpaid, fees owing to the Lenderpursuant to Section 2.05 with respect to the Loans being assigned, as the case may be and (iii) all obligations of Borrower owing to such Replaced Lender(other than those specifically described in clause (i) above in respect of Replaced Lenders for which the assignment purchase price has been, or isconcurrently being, paid, and other than those relating to Loans or Commitments not being acquired by a Replacement Lender, but including any amountswhich would be paid to a Lender pursuant to Section 5.05 if Borrower were prepaying a LIBOR Loan), as applicable, shall be paid in full to such ReplacedLender, as applicable, concurrently with such-65- replacement, as the case may be. Upon the execution of the respective Assignment Agreement, the payment of amounts referred to in clauses (i), (ii) and (iii)above, as applicable, the receipt of any consents that would be required for an assignment of the subject Loans and Commitments to such ReplacementLender in accordance with Section 13.05, the Replacement Lender, if any, shall become a Lender hereunder and the Replaced Lender, as applicable, shallcease to constitute a Lender hereunder and be released of all its obligations as a Lender, except with respect to indemnification provisions applicable to suchLender under this Agreement, which shall survive as to such Lender and, in the case of any Replaced Lender, except with respect to Loans, Commitments andL/C Interests of such Replaced Lender not being acquired by the Replacement Lender; provided, that if the applicable Replaced Lender does not execute theAssignment Agreement within three (3) Business Days after Borrower’s request, execution of such Assignment Agreement by the Replaced Lender shall notbe required to effect such assignment.(b) If any Lender is subject to a Disqualification (and such Lender is notified by Borrower and Administrative Agent in writing of suchDisqualification), Borrower shall have the right to replace such Lender with a Replacement Lender in accordance with Section 2.11(a) or prepay the Loansheld by such Lender, in each case, in accordance with any applicable provisions of Section 2.11(a), even if a Default or an Event of Default exists(notwithstanding anything contained in such Section 2.11(a) to the contrary). Any such prepayment shall be deemed an optional prepayment, as set forth inSection 2.09 and shall not be required to be made on a pro rata basis with respect to Loans of the same Tranche as the Loans held by such Lender. Notice tosuch Lender shall be given at least ten (10) days before the required date of transfer or prepayment (unless a shorter period is required by any Requirement ofLaw), as the case may be, and shall be accompanied by evidence demonstrating that such transfer or redemption is required pursuant to Gaming Laws. Uponreceipt of a notice in accordance with the foregoing, the Replaced Lender shall cooperate with Borrower in effectuating the required transfer or prepaymentwithin the time period set forth in such notice, not to be less than the minimum notice period set forth in the foregoing sentence (unless a shorter period isrequired under any Requirement of Law). Further, if the transfer or prepayment is triggered by notice from the Gaming Authority that the Lender isdisqualified, commencing on the date the Gaming Authority provides the disqualification notice to Borrower, to the extent prohibited by law: (i) such Lendershall no longer receive any interest on the Loans; (ii) such Lender shall no longer exercise, directly or through any trustee or nominee, any right conferred bythe Loans; and (iii) such Lender shall not receive any remuneration in any form from Borrower for services or otherwise in respect of the Loans.SECTION 2.12. [Reserved].SECTION 2.13. Extensions of Loans and Commitments.(a) Borrower may, at any time request that all or a portion of the Term Loans of any Tranche (an “Existing Term Loan Tranche”) be modified toconstitute another Tranche of Term Loans in order to extend the scheduled final maturity date thereof (any such Term Loans which have been so modified,“Extended Term Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any Extended Term Loans, Borrower shallprovide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Tranche) (a“Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical to thoseapplicable to the Term Loans of the Existing Term Loan Tranche from which they are to be modified except (i) the scheduled final maturity date shall beextended to the date set forth in the applicable Extension Amendment and the amortization shall be as set forth in the Extension Amendment, (ii) (A) theApplicable Margins with respect to the Extended Term Loans may be higher or lower than the Applicable Margins for the Term Loans of such Existing TermLoan Tranche and/or (B) additional fees (including prepayment or termination premiums) may be payable to the Lenders providing such Extended TermLoans in addition to or in lieu of any increased Applicable Margins contemplated by the preceding clause (A), in each case, to the extent provided in theapplicable Extension Amendment, (iii) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a prorata basis) in any optional or mandatory prepayments or prepayment of Term Loans hereunder in each case as specified in the respective Term LoanExtension Request, (iv) the final maturity date and the scheduled amortization applicable to the Extended Term Loans shall be set forth in the applicableExtension Amendment and the scheduled amortization of such Existing Term Loan Tranche shall be adjusted to reflect the amortization schedule (includingthe principal amounts payable pursuant thereto) in respect of the Term Loans under such Existing Term Loan Tranche that have been extended as ExtendedTerm Loans as set forth in the-66- applicable Extension Amendment; provided, however, that the Weighted Average Life to Maturity of such Extended Term Loans shall be no shorter than theWeighted Average Life to Maturity of the Term Loans of such Existing Term Loan Tranche and (v) the covenants set forth in Section 10.08 may be modifiedin a manner acceptable to Borrower, Administrative Agent and the Lenders party to the applicable Extension Amendment, such modifications to becomeeffective only after the Final Maturity Date in effect immediately prior to giving effect to such Extension Amendment (it being understood that each Lenderproviding Extended Term Loans, by executing an Extension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions setforth in Section 4.02, 4.07(b) or 13.04). Except as provided above, each Lender holding Extended Term Loans shall be entitled to all the benefits afforded bythis Agreement (including, without limitation, the provisions set forth in Section 2.09(b) and 2.10(b) applicable to Term Loans) and the other CreditDocuments, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the SecurityDocuments. The Credit Parties shall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and securityinterests granted by the Security Documents continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after givingeffect to the extension of any Term Loans, including, without limitation, the procurement of title insurance endorsements reasonably requested by andsatisfactory to the Administrative Agent. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranchemodified to constitute Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans of any Extension Tranche shallconstitute a separate Tranche and Class of Term Loans from the Existing Term Loan Tranche from which they were modified.(b) Borrower may, at any time request that all or a portion of the Revolving Commitments of any Tranche (an “Existing Revolving Tranche” andany related Revolving Loans thereunder, “Existing Revolving Loans”) be modified to constitute another Tranche of Revolving Commitments in order toextend the termination date thereof (any such Revolving Commitments which have been so modified, “Extended Revolving Commitments” and any relatedRevolving Loans, “Extended Revolving Loans”) and to provide for other terms consistent with this Section 2.13. In order to establish any ExtendedRevolving Commitments, Borrower shall provide a notice to Administrative Agent (who shall provide a copy of such notice to each of the Lenders of theapplicable Existing Revolving Tranche) (a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to beestablished, which terms shall be identical to those applicable to the Revolving Commitments of the Existing Revolving Tranche from which they are to bemodified except (i) the scheduled termination date of the Extended Revolving Commitments and the related scheduled maturity date of the related ExtendedRevolving Loans shall be extended to the date set forth in the applicable Extension Amendment, (ii) (A) the Applicable Margins with respect to the ExtendedRevolving Loans may be higher or lower than the Applicable Margins for the Revolving Loans of such Existing Revolving Tranche and/or (B) additionalfees may be payable to the Lenders providing such Extended Revolving Commitments in addition to or in lieu of any increased Applicable Marginscontemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) the Applicable Fee Percentagewith respect to the Extended Revolving Commitments may be higher or lower than the Applicable Fee Percentage for the Revolving Commitments of suchExisting Revolving Tranche and (iv) the covenants set forth in Section 10.08 may be modified in a manner acceptable to Borrower, Administrative Agent andthe Lenders party to the applicable Extension Amendment, such modifications to become effective only after the Final Maturity Date in effect immediatelyprior to giving effect to such Extension Amendment (it being understood that each Lender providing Extended Revolving Commitments, by executing anExtension Amendment, agrees to be bound by such provisions and waives any inconsistent provisions set forth in Section 4.02, 4.07(b) or 13.04). Except asprovided above, each Lender holding Extended Revolving Commitments shall be entitled to all the benefits afforded by this Agreement (including, withoutlimitation, the provisions set forth in Sections 2.09(b) and 2.10(b) applicable to existing Revolving Loans) and the other Credit Documents, and shall,without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents. The Credit Partiesshall take any actions reasonably required by Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the SecurityDocuments continue to secure all the Obligations and continue to be perfected under the UCC or otherwise after giving effect to the extension of anyRevolving Commitments, including, without limitation, the procurement of title insurance endorsements reasonably requested by and satisfactory to theAdministrative Agent. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Tranche modifiedto constitute Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments of any ExtensionTranche shall constitute a separate Tranche and Class of Revolving Commitments from the Existing Revolving Tranche from which they were modified. If,on any Extension Date, any Revolving Loans of any Extending-67- Lender are outstanding under the applicable Existing Revolving Tranche, such Revolving Loans (and any related participations) shall be deemed to beallocated as Extended Revolving Loans (and related participations) and Existing Revolving Loans (and related participations) in the same proportion as suchExtending Lender’s Extended Revolving Commitments bear to its remaining Revolving Commitments of the Existing Revolving Tranche.(c) Borrower shall provide the applicable Extension Request at least five (5) Business Days prior to the date on which Lenders under the ExistingTranche are requested to respond (or such shorter period as is agreed to by Administrative Agent in its sole discretion). Any Lender (an “Extending Lender”)wishing to have all or a portion of its Term Loans or Revolving Commitments of the Existing Tranche subject to such Extension Request modified toconstitute Extended Term Loans or Extended Revolving Commitments, as applicable, shall notify Administrative Agent (an “Extension Election”) on orprior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments of the Existing Tranche that it has electedto modify to constitute Extended Term Loans or Extended Revolving Commitments, as applicable. In the event that the aggregate amount of Term Loans orRevolving Commitments of the Existing Tranche subject to Extension Elections exceeds the amount of Extended Term Loans or Extended RevolvingCommitments, as applicable, requested pursuant to the Extension Request, Term Loans or Revolving Commitments subject to such Extension Elections shallbe modified to constitute Extended Term Loans or Extended Revolving Commitments, as applicable, on a pro rata basis based on the amount of Term Loansor Revolving Commitments included in such Extension Elections. Borrower shall have the right to withdraw any Extension Request upon written notice toAdministrative Agent in the event that the aggregate amount of Term Loans or Revolving Commitments of the Existing Tranche subject to such ExtensionRequest is less than the amount of Extended Term Loans or Extended Revolving Commitments, as applicable, requested pursuant to such Extension Request.(d) Extended Term Loans or Extended Revolving Commitments, as applicable, shall be established pursuant to an amendment (an “ExtensionAmendment”) to this Agreement (which shall be substantially in the form of Exhibit P or Exhibit Q to this Agreement, as applicable, or, in each case, suchother form as is reasonably acceptable to Administrative Agent). Each Extension Amendment shall be executed by Borrower, Administrative Agent and theExtending Lenders (it being understood that such Extension Amendment shall not require the consent of any Lender other than (A) the Extending Lenderswith respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby and (B) with respect to any extension ofthe Revolving Commitments that results in an extension of an L/C Lender’s obligations with respect to Letters of Credit, the consent of such L/C Lender). AnExtension Amendment may, subject to Sections 2.13(a) and (b), without the consent of any other Lenders, effect such amendments to this Agreement and theother Credit Documents as may be necessary or advisable, in the reasonable opinion of Administrative Agent and Borrower, to effect the provisions of thisSection 2.13 (including, without limitation, (A) amendments to Section 2.04(b)(iii) and Section 2.09(b)(i) to permit reductions of Tranches of RevolvingCommitments (and prepayments of the related Revolving Loans) with an R/C Maturity Date prior to the R/C Maturity Date applicable to a Tranche ofExtended Revolving Commitments without a concurrent reduction of such Tranche of Extended Revolving Commitments and (B) such other technicalamendments as may be necessary or advisable, in the reasonable opinion of Administrative Agent and Borrower, to give effect to the terms and provisions ofany Extended Term Loans or Extended Revolving Commitments, as applicable).SECTION 2.14. Defaulting Lender Provisions.(a) Notwithstanding anything to the contrary in this Agreement, if a Lender becomes, and during the period it remains, a Defaulting Lender, thefollowing provisions shall apply:(i) the L/C Liabilities of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated(effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respectiveRevolving Commitments; provided that (i) the sum of each Non-Defaulting Lender’s total Revolving Exposure may not in any event exceed theRevolving Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation, (ii) neither such reallocation nor any paymentby a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim Borrower, Administrative Agent, any L/C Lender or anyother Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender and (iii) no Event of Defaultshall exist and be continuing at the time of such reallocation (and, unless Borrower shall have otherwise-68- notified the Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that no Event of Default exists and iscontinuing at such time);(ii) to the extent that any portion (the “un-reallocated portion”) of the Defaulting Lender’s L/C Liabilities cannot be so reallocated,whether by reason of the first proviso in clause (a) above or otherwise, Borrower will, not later than three (3) Business Days after demand byAdministrative Agent (at the direction of any L/C Lender), (i) Cash Collateralize the obligations of Borrower to the L/C Lender in respect of suchL/C Liabilities, in an amount at least equal to the aggregate amount of the un-reallocated portion of such L/C Liabilities, or (ii) make otherarrangements satisfactory to Administrative Agent, and to the applicable L/C Lender, as the case may be, in their sole discretion to protect themagainst the risk of non-payment by such Defaulting Lender;(iii) Borrower shall not be required to pay any fees to such Defaulting Lender under Section 2.05(a); and(iv) any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender(whether voluntary or mandatory, at maturity, pursuant to Article 11 or otherwise) or received by Administrative Agent from a Defaulting Lenderpursuant to Section 4.07 shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of anyamounts owing by such Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing bysuch Defaulting Lender to any L/C Lender hereunder; third, if so determined by Administrative Agent or requested by the applicable L/C Lender, tobe held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Letter of Credit; fourth, as Borrowermay request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed tofund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent andBorrower, to be held in a non-interest bearing deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential futurefunding obligations with respect to Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders or the L/C Lender as aresult of any judgment of a court of competent jurisdiction obtained by any Lender or any L/C Lender against such Defaulting Lender as a result ofsuch Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment ofany amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such DefaultingLender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwisedirected by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Liabilitiesin respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Creditwere issued at a time when the conditions set forth in Section 7.02 were satisfied or waived, such payment shall be applied solely to pay the Loansof, and L/C Liabilities owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/CLiabilities owed to, such Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied(or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.14(a)(iv) shall be deemed paid to andredirected by such Defaulting Lender, and each Lender irrevocably consents hereto.(b) Cure. If Borrower, Administrative Agent, each L/C Lender agree in writing in their discretion that a Lender is no longer a Defaulting Lender,Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forththerein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.14(a)), (x) such Lender will,to the extent applicable, purchase at par such portion of outstanding Loans of the other Lenders and/or make such other adjustments as Administrative Agentmay determine to be necessary to cause the Revolving Exposure and L/C Liabilities of the Lenders to be on a pro rata basis in accordance with theirrespective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such exposure of eachLender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect tofees accrued or payments made by or on behalf of Borrower while such Lender was a-69- Defaulting Lender; and provided, further, that no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release ofany claim of any party hereunder arising from such Lender’s having been a Defaulting Lender, and (y) all Cash Collateral provided pursuant toSection 2.14(a)(ii) shall thereafter be promptly returned to Borrower.(c) Certain Fees. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lenderwill not be entitled to any fees accruing during such period pursuant to Section 2.05 or Section 2.03(h) (without prejudice to the rights of the Non-DefaultingLenders in respect of such fees), provided that (i) to the extent that all or a portion of the L/C Liability of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.14, such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit ofand be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent that all or any portion ofsuch L/C Liability cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the L/C Lender except to the extent of any un-reallocated portion that is Cash Collateralized (and the pro rata payment provisions of Section 4.02 will automatically be deemed adjusted to reflect theprovisions of this Section 2.14(c)).SECTION 2.15. Refinancing Amendments.(a) At any time after the Closing Date, Borrower may obtain Credit Agreement Refinancing Indebtedness in respect of all or any portion of theTerm Loans and the Revolving Loans (or unused Revolving Commitments) then outstanding under this Agreement (which for purposes of this clause (a) willbe deemed to include any then outstanding Other Term Loans or Other Revolving Loans), in the form of Other Term Loans, Other Term Loan Commitments,Other Revolving Loans or Other Revolving Commitments pursuant to a Refinancing Amendment; provided that, notwithstanding anything to the contrary inthis Section 2.15 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Other RevolvingCommitments (and related outstanding), (B) repayments required upon the maturity date of the Other Revolving Commitments or any other Tranche ofRevolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (2) below))of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis withall other Revolving Commitments (subject to clauses (2) and (3) below), (2) the permanent repayment of Revolving Loans with respect to, and termination of,Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other RevolvingCommitments, except that Borrower shall be permitted to permanently repay and terminate commitments of any Class with an earlier maturity date on a betterthan a pro rata basis as compared to any other Class with a later maturity date than such Class and (3) assignments and participations of Other RevolvingCommitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable to other RevolvingCommitments and Revolving Loans. Each issuance of Credit Agreement Refinancing Indebtedness under this Section 2.15(a) shall be in an aggregateprincipal amount that is (x) not less than $5.0 million and (y) an integral multiple of $1.0 million in excess thereof.(b) The effectiveness of any such Credit Agreement Refinancing Indebtedness shall subject to the consent required pursuant to Section 2.15(d), besubject solely to the satisfaction of the following conditions to the reasonable satisfaction of Administrative Agent: (i) any Credit Agreement RefinancingIndebtedness in respect of Revolving Commitments or Other Revolving Commitments will have a maturity date that is not prior to the maturity date of theRevolving Loans (or unused Revolving Commitments) being refinanced; (ii) any Credit Agreement Refinancing Indebtedness in respect of Term Loans willhave a maturity date that is not prior to the maturity date of, and a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life toMaturity of, the Term Loans being refinanced (determined without giving effect to the impact of prepayments on amortization of Term Loans beingrefinanced); (iii) the aggregate principal amount of any Credit Agreement Refinancing Indebtedness shall not exceed the principal amount so refinanced,plus, accrued interest, plus, any premium or other payment required to be paid in connection with such refinancing, plus, the amount of reasonable andcustomary fees and expenses of Borrower or any of its Restricted Subsidiaries incurred in connection with such refinancing, plus, any unutilizedcommitments thereunder; (iv) to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent and the Lenders ofcustomary legal opinions and other documents; (v) to the extent reasonably requested by the Administrative Agent, execution of amendments to theMortgages by the applicable Credit Parties and Collateral Agent, in form and substance-70- reasonably satisfactory to the Administrative Agent and the Collateral Agent; (vi) to the extent reasonably requested by the Administrative Agent, delivery tothe Administrative Agent of title insurance endorsements reasonably satisfactory to the Administrative Agent; and (vii) execution of a RefinancingAmendment by the Credit Parties, Administrative Agent and Lenders providing such Credit Agreement Refinancing Indebtedness.(c) The Loans and Commitments established pursuant to this Section 2.15 shall constitute Loans and Commitments under, and shall be entitled toall the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from theGuarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Administrative Agentto ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to secure all the Obligations and continue to beperfected under the UCC or otherwise after giving effect to the applicable Refinancing Amendment.(d) Upon the effectiveness of any Refinancing Amendment pursuant to this Section 2.15, any Person providing the corresponding CreditAgreement Refinancing Indebtedness that was not a Lender hereunder immediately prior to such time shall, subject to consent of each L/C Lender in the caseof Other Revolving Loans or Other Revolving Commitments, become a Lender hereunder. Administrative Agent shall promptly notify each Lender as to theeffectiveness of such Refinancing Amendment, and (i) in the case any Other Revolving Commitments resulting from such Refinancing Amendment, the TotalRevolving Commitments under, and for all purpose of this Agreement, shall be increased by the aggregate amount of such Other Revolving Commitments(net of any existing Revolving Commitments being refinanced by such Refinancing Amendment), (ii) any Other Revolving Loans resulting from suchRefinancing Amendment shall be deemed to be additional Revolving Loans hereunder, (iii) any Other Term Loans resulting from such RefinancingAmendment shall be deemed to be Term Loans hereunder (to the extent funded) and (iv) any Other Term Loan Commitments resulting from such RefinancingAmendment shall be deemed to be Term Loan Commitments hereunder. Notwithstanding anything to the contrary contained herein, Borrower, CollateralAgent and Administrative Agent may (and each of Collateral Agent and Administrative Agent are authorized by each other Secured Party to) execute suchamendments and/or amendments and restatements of any Credit Documents as may be necessary or advisable to effectuate the provisions of this Section 2.15.Such amendments may include provisions allowing any Other Term Loans to be treated on the same basis as Term Facility Loans in connection withdeclining prepayments.(e) Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amendedto the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto(including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Term Loan Commitments, OtherRevolving Loans and/or Other Revolving Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect suchamendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent andBorrower, to effect the provisions of this Section 2.15. This Section 2.15 shall supersede any provisions in Section 4.02, 4.07(b) or 13.04 to the contrary.(f) To the extent the Revolving Commitments are being refinanced on the effective date of any Refinancing Amendment, then each of theRevolving Lenders having a Revolving Commitment prior to the effective date of such Refinancing Amendment (such Revolving Lenders the “Pre-Refinancing Revolving Lenders”) shall assign or transfer to any Revolving Lender which is acquiring an Other Revolving Commitment on the effective dateof such amendment (the “Post-Refinancing Revolving Lenders”), and such Post-Refinancing Revolving Lenders shall purchase from each such Pre-Refinancing Revolving Lender, at the principal amount thereof, such interests in Revolving Loans and participation interests in L/C Liabilities (but not, forthe avoidance of doubt, the related Revolving Commitments) outstanding on the effective date of such Refinancing Amendment as shall be necessary inorder that, after giving effect to all such assignments or transfers and purchases, such Revolving Loans and participation interests in L/C Liabilities will beheld by Pre-Refinancing Revolving Lenders and Post-Refinancing Revolving Lenders ratably in accordance with their Revolving Commitments and OtherRevolving Commitments, as applicable, after giving effect to such Refinancing Amendment (and after giving effect to any Revolving Loans made on theeffective date of such Refinancing Amendment). Such assignments or transfers and purchases shall be made pursuant to such procedures as may be designatedby Administrative Agent and shall not be required to be effectuated in accordance with Section-71- 13.05. For the avoidance of doubt, Revolving Loans and participation interests in L/C Liabilities assigned or transferred and purchased pursuant to thisSection 2.15(f) shall, upon receipt thereof by the relevant Post-Increase Revolving Lenders, be deemed to be Other Revolving Loans and participationinterests in L/C Liabilities in respect of the relevant Other Revolving Commitments acquired by such Post-Increase Revolving Lenders on the relevantamendment effective date and the terms of such Revolving Loans and participation interests (including, without limitation, the interest rate and maturityapplicable thereto) shall be adjusted accordingly.SECTION 2.16. Cash Collateral.(a) Certain Credit Support Events. Without limiting any other requirements herein to provide Cash Collateral, if (i) any L/C Lender has honoredany full or partial drawing request under any Letter of Credit and such drawing has resulted in an extension of credit hereunder which has not been refinancedas a Revolving Loan or reimbursed, in each case, in accordance with Section 2.03(d) or (ii) Borrower shall be required to provide Cash Collateral pursuant toSection 11.01, Borrower shall, within one (1) Business Day (in the case of clause (i) above) or immediately (in the case of clause (ii) above) following anyrequest by the Administrative Agent or the applicable L/C Lender, provide Cash Collateral in an amount not less than the applicable Minimum CollateralAmount.(b) Grant of Security Interest. Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (andsubjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Lenders and the Lenders, and agrees to maintain, afirst priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as Cash Collateral pursuant hereto,and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral (including Cash Collateral provided in accordance withSections 2.03, 2.10(d), 2.10(d), 2.14, 2.16 or 11.01) may be applied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that CashCollateral is subject to any right or claim of any Person prior to the right or claim of the Administrative Agent or the L/C Lenders as herein provided, or thatthe total amount of such Cash Collateral is less than the Minimum Collateral Amount, Borrower will, promptly upon demand by the Administrative Agent,pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any CashCollateral provided by any Defaulting Lenders). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintainedin blocked, non-interest bearing deposit accounts at the Administrative Agent or as otherwise agreed to by the Administrative Agent. Borrower shall pay ondemand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance anddisbursement of Cash Collateral in accordance with the account agreement governing such deposit account.(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 orSections 2.03, 2.10(d), 2.10(d), 2.14 or 11.01 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Liabilities,obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) andother obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce un-reallocated portions or to secure other obligations shall, solong as no Event of Default then exists, be released promptly following (i) the elimination of the applicable un-reallocated portion or other obligationsgiving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, the assignment of such DefaultingLender’s Loans and Commitments to a Replacement Lender)) or (ii) the determination by the Administrative Agent and the L/C Lenders that there existsexcess Cash Collateral (which, in any event, shall exist at any time that the aggregate amount of Cash Collateral exceeds the Minimum Collateral Amount);provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subjectto, any other Lien conferred under the Credit Documents and the other applicable provisions of the Credit Documents, and (y) Borrower and the L/C Issuermay agree that Cash Collateral shall not be released but instead held to support future anticipated un-reallocated portions or other obligations.-72- ARTICLE III. PAYMENTS OF PRINCIPAL AND INTERESTSECTION 3.01. Repayment of Loans.(a) Revolving Loans. Borrower hereby promises to pay to Administrative Agent for the account of each applicable Revolving Lender on each R/CMaturity Date, the entire outstanding principal amount of such Revolving Lender’s Revolving Loans of the applicable Tranche, and each such RevolvingLoan shall mature on the R/C Maturity Date applicable to such Tranche.(b) Term Facility Loans. Borrower hereby promises to pay to Administrative Agent for the account of the Lenders with Term Facility Loans inrepayment of the principal of the Term Facility Loans, on each date set forth on Annex B, that principal amount of Term Facility Loans, to the extent thenoutstanding, as is set forth opposite such date (subject to adjustment for any prepayments made under Section 2.09 or Section 2.10 or Section 2.11(b) orSection 13.04(b)(B) or as provided in Section 2.12, in Section 2.13 or in Section 2.15), and the remaining principal amount of Term Facility Loans on theTerm Facility Maturity Date.(c) Extended Term Loans; Other Term Loans. Extended Term Loans shall mature in installments as specified in the applicable ExtensionAmendment pursuant to which such Extended Term Loans were established, subject, however, to Section 2.13(a). Other Term Loans shall mature ininstallments as specified in the applicable Refinancing Amendment pursuant to which such Other Term Loans were established, subject, however, to Section2.15(a).SECTION 3.02. Interest.(a) Borrower hereby promises to pay to Administrative Agent for the account of each Lender interest on the unpaid principal amount of each Loanmade or maintained by such Lender to Borrower for the period from and including the date of such Loan to but excluding the date such Loan shall be paid infull at the following rates per annum:(i) during such periods as such Loan is an ABR Loan, the Alternate Base Rate (as in effect from time to time), plus the Applicable Marginapplicable to such Loan, and(ii) during such periods as such Loan is a LIBOR Loan, for each Interest Period relating thereto, the LIBO Rate for such Loan for suchInterest Period, plus the Applicable Margin applicable to such Loan.(b) To the extent permitted by Law, (i) upon the occurrence and during the continuance of an Event of Default (other than Events of Default underSections 11.01(g) or 11.01(h)), overdue principal and overdue interest in respect of each Loan and all other Obligations not paid when due and (ii) upon theoccurrence and during the continuance of an Event of Default under Section 11.01(g) or Section 11.01(h), all Obligations shall, in each case, automaticallyand without any action by any Person, bear interest at the Default Rate. Interest which accrues under this paragraph shall be payable on demand.(c) Accrued interest on each Loan shall be payable (i) in the case of each ABR Loan, (x) quarterly in arrears on each Quarterly Date, (y) on the dateof any repayment or prepayment in full of all outstanding ABR Loans of any Tranche of Loans (but only on the principal amount so repaid or prepaid), and(z) at maturity (whether by acceleration or otherwise) and, after such maturity, on demand, and (ii) in the case of each LIBOR Loan, (x) on the last day of eachInterest Period applicable thereto and, if such Interest Period is longer than three months, on each date occurring at three-month intervals after the first day ofsuch Interest Period, (y) on the date of any repayment or prepayment thereof or the conversion of such Loan to a Loan of another Type (but only on theprincipal amount so paid, prepaid or converted) and (z) at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. Promptly afterthe determination of any interest rate provided for herein or any change therein, Administrative Agent shall give notice thereof to the Lenders to which suchinterest is payable and to Borrower.-73- ARTICLE IV. PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.SECTION 4.01. Payments.(a) All payments of principal, interest, Reimbursement Obligations and other amounts to be made by Borrower under this Agreement and the Notes,and, except to the extent otherwise provided therein, all payments to be made by the Credit Parties under any other Credit Document, shall be made inDollars, in immediately available funds, without deduction, set-off or counterclaim, to Administrative Agent at its account at the Principal Office, not laterthan 2:00 p.m., New York time, on the date on which such payment shall become due (each such payment made after such time on such due date may, at thediscretion of Administrative Agent, be deemed to have been made on the next succeeding Business Day). Administrative Agent shall distribute any suchpayments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.(b) Borrower shall, at the time of making each payment under this Agreement or any Note for the account of any Lender, specify (in accordancewith Sections 2.09 and 2.10, if applicable) to Administrative Agent (which shall so notify the intended recipient(s) thereof) the Class and Type of Loans,Reimbursement Obligations or other amounts payable by Borrower hereunder to which such payment is to be applied.(c) Except to the extent otherwise provided in the third sentence of Section 2.03(h), each payment received by Administrative Agent or by any L/CLender (directly or through Administrative Agent) under this Agreement or any Note for the account of any Lender shall be paid by Administrative Agent orby such L/C Lender (through Administrative Agent), as the case may be, to such Lender, in immediately available funds, (x) if the payment was actuallyreceived by Administrative Agent or by such L/C Lender (directly or through Administrative Agent), as the case may be, prior to 12:00 p.m. (Noon), NewYork time on any day, on such day and (y) if the payment was actually received by Administrative Agent or by such L/C Lender (directly or throughAdministrative Agent), as the case may be, after 12:00 p.m. (Noon), New York time, on any day, by 1:00 p.m., New York time, on the following Business Day(it being understood that to the extent that any such payment is not made in full by Administrative Agent or by such L/C Lender (through AdministrativeAgent), as the case may be, Administrative Agent or such Lender (through Administrative Agent), as applicable, shall pay to such Lender, upon demand,interest at the Federal Funds Rate from the date such amount was required to be paid to such Lender pursuant to the foregoing clauses until the dateAdministrative Agent or such L/C Lender (through Administrative Agent), as applicable, pays such Lender the full amount).(d) If the due date of any payment under this Agreement or any Note would otherwise fall on a day that is not a Business Day, such date shall beextended to the next succeeding Business Day, and interest shall be payable for any principal so extended for the period of such extension at the rate thenborne by such principal.SECTION 4.02. Pro Rata Treatment. Except to the extent otherwise provided herein: (a) each borrowing of Loans of a particular Class from theLenders under Section 2.01 shall be made from the relevant Lenders, each payment of commitment fees under Section 2.05 in respect of Commitments of aparticular Class shall be made for account of the relevant Lenders, and each termination or reduction of the amount of the Commitments of a particular Classunder Section 2.04 shall be applied to the respective Commitments of such Class of the relevant Lenders pro rata according to the amounts of theirrespective Commitments of such Class; (b) except as otherwise provided in Section 5.04, LIBOR Loans of any Class having the same Interest Period shall beallocated pro rata among the relevant Lenders according to the amounts of their respective Revolving Commitments and Term Loan Commitments (in thecase of the making of Loans) or their respective Revolving Loans and Term Loans (in the case of conversions and continuations of Loans); (c) except asotherwise provided in Section 2.09(b), Section 2.10(b), Section 2.12, Section 2.13, Section 2.14, Section 2.15, Section 13.04 or Section 13.05(d), eachpayment or prepayment of principal of any Class of Revolving Loans or of any particular Class of Term Loans shall be made for the account of the relevantLenders pro rata in accordance with the respective unpaid outstanding principal amounts of the Loans of such Class held by them; and (d) except asotherwise provided in Section 2.09(b), Section 2.10(b), Section 2.12, Section 2.13, Section 2.14, Section 2.15, Section 13.04 or Section 13.05(d), eachpayment of interest on Revolving Loans and Term Loans-74- shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respectiveLenders.SECTION 4.03. Computations. Interest on LIBOR Loans, commitment fees and Letter of Credit fees shall be computed on the basis of a year of360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which such amounts are payable and intereston ABR Loans and Reimbursement Obligations shall be computed on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed(including the first day but excluding the last day) occurring in the period for which such amounts are payable.SECTION 4.04. Minimum Amounts. Except for mandatory prepayments made pursuant to Section 2.10 and conversions or prepayments madepursuant to Section 5.04, and Borrowings made to pay Reimbursement Obligations, each Borrowing, conversion and partial prepayment of principal of Loansshall be in an amount at least equal to (a) in the case of Term Loans (x) with respect to Borrowings, $50.0 million and (y) with respect to conversions andpartial repayments of principal, $5.0 million and, in each case, in multiples of $100,000 in excess thereof or, if less, the remaining Term Loans and (b) in thecase of Revolving Loans, $2.5 million with respect to ABR Loans and $2.5 million with respect to LIBOR Loans and in multiples of $100,000 in excessthereof (borrowings, conversions or prepayments of or into Loans of different Types or, in the case of LIBOR Loans, having different Interest Periods at thesame time hereunder to be deemed separate borrowings, conversions and prepayments for purposes of the foregoing, one for each Type or Interest Period) or,if less, the remaining Revolving Loans. Anything in this Agreement to the contrary notwithstanding, the aggregate principal amount of LIBOR Loans havingthe same Interest Period shall be in an amount at least equal to $1.0 million and in multiples of $100,000 in excess thereof and, if any LIBOR Loans orportions thereof would otherwise be in a lesser principal amount for any period, such Loans or portions, as the case may be, shall be ABR Loans during suchperiod.SECTION 4.05. Certain Notices. Notices by Borrower to Administrative Agent of terminations or reductions of the Commitments, of Borrowings,conversions, continuations and optional prepayments of Loans and of Classes of Loans, of Types of Loans and of the duration of Interest Periods shall beirrevocable and shall be effective only if received by Administrative Agent by telephone not later than 1:00 p.m., New York time (promptly followed bywritten notice via facsimile or electronic mail), on at least the number of Business Days prior to the date of the relevant termination, reduction, Borrowing,conversion, continuation or prepayment or the first day of such Interest Period specified in the table below (unless otherwise agreed to by AdministrativeAgent in its sole discretion), provided that Borrower may make any such notice conditional upon the occurrence of a Person’s acquisition or sale or anyincurrence of indebtedness or issuance of Equity Interests.NOTICE PERIODSNoticeNumber of Business Days PriorTermination or reduction of Commitments3Optional prepayment of, or conversions into, ABR Loans1Borrowing or optional prepayment of, conversions into, continuations as, or duration of Interest Periods for, LIBORLoans3Borrowing of ABR Loanssame dayEach such notice of termination or reduction shall specify the amount and the Class of the Commitments to be terminated or reduced. Each suchNotice of Borrowing, conversion, continuation or prepayment shall specify the Class of Loans to be borrowed, converted, continued or prepaid and theamount (subject to Section 4.04) and Type of each Loan to be borrowed, converted, continued or prepaid and the date of borrowing, conversion, continuationor prepayment (which shall be a Business Day). Each such notice of the duration of an Interest Period shall specify the-75- Loans to which such Interest Period is to relate. Administrative Agent shall promptly notify the Lenders of the contents of each such notice. In the event thatBorrower fails to select the Type of Loan within the time period and otherwise as provided in this Section 4.05, such Loan (if outstanding as a LIBOR Loan)will be automatically converted into an ABR Loan on the last day of the then current Interest Period for such Loan or (if outstanding as an ABR Loan) willremain as, or (if not then outstanding) will be made as, an ABR Loan. In the event that Borrower has elected to borrow or convert Loans into LIBOR Loansbut fails to select the duration of any Interest Period for any LIBOR Loans within the time period and otherwise as provided in this Section 4.05, such LIBORLoan shall have an Interest Period of one month.SECTION 4.06. Non-Receipt of Funds by Administrative Agent.(a) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBOR Loans (or, inthe case of any Borrowing of ABR Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the AdministrativeAgent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date inaccordance with Section 2.02 (or, in the case of a Borrowing of ABR Loans, that such Lender has made such share available in accordance with and at thetime required by Section 2.02) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lenderhas not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and Borrower severally agree topay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day fromand including the date such amount is made available to Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of apayment to be made by such Lender, the Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the AdministrativeAgent in connection with the foregoing, and (B) in the case of a payment to be made by Borrower, the interest rate applicable to ABR Loans. If Borrower andsuch Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit toBorrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent,then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claimBorrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.(b) Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the AdministrativeAgent for the account of the Lenders or the L/C Lenders hereunder that Borrower will not make such payment, the Administrative Agent may assume thatBorrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/CLenders, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or the L/C Lenders, asthe case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or L/C Lender, inimmediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date ofpayment to the Administrative Agent, at the Federal Funds Rate. A notice of the Administrative Agent to any Lender or Borrower with respect to any amountowing under this subsection (b) shall be conclusive, absent manifest error.SECTION 4.07. Right of Setoff, Sharing of Payments; Etc.(a) If any Event of Default shall have occurred and be continuing, each Credit Party agrees that, in addition to (and without limitation of) any rightof setoff, banker’s lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option (to the fullest extent permitted by law),subject to obtaining the prior written consent of the Administrative Agent to set off and apply any deposit (general or special, time or demand, provisional orfinal), or other indebtedness, held by it for the credit or account of such Credit Party at any of its offices, in Dollars or in any other currency, against anyprincipal of or interest on any of such Lender’s Loans, Reimbursement Obligations or any other amount payable to such Lender hereunder that is not paidwhen due (regardless of whether such deposit or other indebtedness is then due to such Credit Party), in which case it shall promptly notify such Credit Partythereof; provided, however, that such Lender’s failure to give such notice shall not affect the validity thereof; and provided-76- further that no such right of setoff, banker’s lien or counterclaim shall apply to any funds held for further distribution to any Governmental Authority.(b) Each of the Lenders agrees that, if it should receive (other than pursuant to Section 2.09(b), Section 2.10(b), Section 2.11, Section 2.12, Section2.13, Section 2.15, Article V, Section 13.04 or Section 13.05(d) or as otherwise specifically provided herein or in the Fee Letter) any amount hereunder(whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by theenforcement of any right under the Credit Documents (including any guarantee), or otherwise) which is applicable to the payment of the principal of, orinterest on, the Loans, Reimbursement Obligations or fees, the sum of which with respect to the related sum or sums received by other Lenders is in a greaterproportion than the total of such amounts then owed and due to such Lender bears to the total of such amounts then owed and due to all of the Lendersimmediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the otherLenders an interest in the Obligations of the respective Credit Party to such Lenders in such amount as shall result in a proportional participation by all of theLenders in such amount; provided, however, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall berescinded and the purchase price restored to the extent of such recovery, but without interest. Borrower consents to the foregoing arrangements.(c) Borrower agrees that any Lender so purchasing such participation may exercise all rights of setoff, banker’s lien, counterclaim or similar rightswith respect to such participation as fully as if such Lender were a direct holder of Loans or other amounts (as the case may be) owing to such Lender in theamount of such participation.(d) Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain thebenefits of exercising, any such right with respect to any other Indebtedness or obligation of any Credit Party. If, under any applicable bankruptcy,insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 4.07 applies, such Lender shall, to the extentpracticable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.07 to sharein the benefits of any recovery on such secured claim.(e) Notwithstanding anything to the contrary contained in this Section 4.07, in the event that any Defaulting Lender exercises any right of setoff,(i) all amounts so set off will be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 2.14 and,pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent,each L/C Lender and the Lenders and (ii) the Defaulting Lender will provide promptly to Administrative Agent a statement describing in reasonable detailthe Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.ARTICLE V. YIELD PROTECTION, ETC.SECTION 5.01. Additional Costs.(a) If any Change in Law shall:(i) subject any Lender or L/C Lender to any Taxes with respect to this Agreement, any Note, any Letter of Credit or any Lender’sparticipation therein, any L/C Document or any Loan made by it (except for (1) any reserve requirement reflected in the LIBO Rate, (2) CoveredTaxes and (3) Excluded Taxes);(ii) impose, modify or hold applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement againstassets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of fundsby, any office of such Lender or L/C Lender, in each case, that is not otherwise included in the determination of the LIBO Rate hereunder; or-77- (iii) impose on any Lender or L/C Lender or the London interbank market any other condition, cost or expense (other than Taxes)affecting this Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation therein;and the result of any of the foregoing is to materially increase the cost to such Lender or L/C Lender of making, converting into, continuing or maintainingLIBOR Loans (or of maintaining its obligation to make any LIBOR Loans) or issuing, maintaining or participating in Letters of Credit (or maintaining itsobligation to participate in or to issue any Letter of Credit), then, in any such case, Borrower shall, within 10 days of written demand therefor, pay suchLender or L/C Lender any additional amounts necessary to compensate such Lender or L/C Lender for such increased cost. If any Lender or L/C Lenderbecomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower, through Administrative Agent, of the eventby reason of which it has become so entitled.(b) A certificate as to any additional amounts setting forth the calculation of such additional amounts pursuant to this Section 5.01 submitted bysuch Lender or L/C Lender, through Administrative Agent, to Borrower shall be conclusive in the absence of clearly demonstrable error. Without limiting thesurvival of any other covenant hereunder, this Section 5.01 shall survive the termination of this Agreement and the payment of the Notes and all otherObligations payable hereunder.(c) In the event that any Lender shall have determined that any Change in Law affecting such Lender or any Lending Office of such Lender or theLender’s holding company with regard to capital or liquidity requirements, does or shall have the effect of reducing the rate of return on such Lender’s orsuch holding company’s capital as a consequence of its obligations hereunder, the Commitments of such Lender, the Loans made by, or participations inLetters of Credit held by such Lender, or the Letters of Credit issued by such L/C Lender, to a level below that which such Lender or such holding companycould have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company withrespect to capital adequacy), then from time to time, after submission by such Lender or Borrower (with a copy to Administrative Agent) of a written requesttherefor (setting forth in reasonable detail the amount payable to the affected Lender and the basis for such request), Borrower shall promptly pay to suchLender such additional amount or amounts as will compensate such Lender for such reduction.(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 5.01 shall not constitute a waiver of such Lender’sright to demand such compensation; provided, however, that Borrower shall not be required to compensate a Lender pursuant to this Section 5.01 for anyincreased costs or reductions incurred more than ninety (90) days prior to the date that such Lender notifies Borrower of the Change in Law giving rise tosuch increased costs incurred or reductions suffered and of such Lender’s intention to claim compensation therefor; provided, further, that if the Change inLaw giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period ofretroactive effect thereof.SECTION 5.02. Inability To Determine Interest Rate. If prior to the first day of any Interest Period: (a) Administrative Agent shall havedetermined (which determination shall be conclusive and binding upon Borrower) that, by reason of circumstances affecting the relevant market, adequateand reasonable means do not exist for ascertaining the LIBO Base Rate for such Interest Period or (b) Administrative Agent shall have received notice fromthe Required Lenders that Dollar deposits are not available in the relevant amount and for the relevant Interest Period available to the Required Lenders inthe London interbank market or (c) the Required Lenders determine that the LIBO Rate for any requested Interest Period with respect to a proposed LIBORLoan does not adequately and fairly reflect the cost to such Lenders of funding such LIBOR Loans (in each case, “Impacted Loans”), Administrative Agentshall give electronic mail or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereof. If such notice is given, (x) any LIBORLoans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the firstday of such Interest Period to LIBOR Loans shall be converted to, or continued as, ABR Loans and (z) any outstanding LIBOR Loans shall be converted, onthe first day of such Interest Period, to ABR Loans. Until such notice has been withdrawn by Administrative Agent (which the Administrative Agent agrees todo if the circumstances giving rise to such notice cease to exist), no further LIBOR Loans shall be made, or continued as such, nor shall Borrower have theright to convert Loans to, LIBOR Loans.-78- Notwithstanding the foregoing, if there are Impacted Loans as provided above, the Administrative Agent, in consultation with Borrower and theaffected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect tothe Impacted Loans (to the extent Borrower does not elect to maintain such Impacted Loans as ABR Loans) until (1) the Administrative Agent revokes thenotice delivered with respect to the Impacted Loans (which the Administrative Agent agrees to do if the circumstances giving rise to Impacted Loans cease toexist), (2) the Administrative Agent or the Required Lenders notify the Administrative Agent and Borrower that such alternative interest rate does notadequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or thatany Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interestis determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority hasimposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written noticethereof.SECTION 5.03. Illegality. Notwithstanding any other provision of this Agreement, in the event that any change after the date hereof in anyRequirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender or its Applicable Lending Office to honor itsobligation to make or maintain LIBOR Loans or issue Letters of Credit hereunder (and, in the sole opinion of such Lender, the designation of a differentApplicable Lending Office would either not avoid such unlawfulness or would be disadvantageous to such Lender), then such Lender shall promptly notifyBorrower thereof (with a copy to Administrative Agent) and such Lender’s obligation to make or continue, or to convert Loans of any other Type into,LIBOR Loans or issue Letters of Credit shall be suspended until such time as such Lender or L/C Lender may again make and maintain LIBOR Loans or issueLetters of Credit (in which case the provisions of Section 5.04 shall be applicable).SECTION 5.04. Treatment of Affected Loans. If the obligation of any Lender to make LIBOR Loans or to continue, or to convert ABR Loansinto, LIBOR Loans shall be suspended pursuant to Section 5.03, such Lender’s LIBOR Loans shall be automatically converted into ABR Loans on the lastday(s) of the then current Interest Period(s) for such LIBOR Loans (or on such earlier date as such Lender may specify to Borrower with a copy toAdministrative Agent as is required by law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 5.03which gave rise to such conversion no longer exist:(i) to the extent that such Lender’s LIBOR Loans have been so converted, all payments and prepayments of principal which wouldotherwise be applied to such Lender’s LIBOR Loans shall be applied instead to its ABR Loans; and(ii) all Loans which would otherwise be made or continued by such Lender as LIBOR Loans shall be made or continued instead as ABRLoans and all ABR Loans of such Lender which would otherwise be converted into LIBOR Loans shall remain as ABR Loans.If such Lender gives notice to Borrower with a copy to Administrative Agent that the circumstances specified in Section 5.03 which gave rise to theconversion of such Lender’s LIBOR Loans pursuant to this Section 5.04 no longer exist (which such Lender agrees to do promptly upon such circumstancesceasing to exist) at a time when LIBOR Loans are outstanding, such Lender’s ABR Loans shall be automatically converted, on the first day(s) of the nextsucceeding Interest Period(s) for such outstanding LIBOR Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lendersholding LIBOR Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respectiveCommitments.SECTION 5.05. Compensation.(a) Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense (excluding any loss of profits or margin)which such Lender may sustain or incur as a consequence of (1) default by Borrower in payment when due of the principal amount of or interest on anyLIBOR Loan, (2) default by Borrower in making a borrowing of, conversion into or continuation of LIBOR Loans after Borrower has given a noticerequesting the same in accordance with the provisions of this Agreement, (3) Borrower making any prepayment other than on the-79- date specified in the relevant prepayment notice, or (4) the conversion or the making of a payment or a prepayment (including any repayments orprepayments made pursuant to Sections 2.09 or 2.10 or as a result of an acceleration of Loans pursuant to Section 11.01 or as a result of the replacement of aLender pursuant to Section 2.11 or 13.04(b)) of LIBOR Loans on a day which is not the last day of an Interest Period with respect thereto, including in eachcase, any such loss (excluding any loss of profits or margin) or expense arising from the reemployment of funds obtained by it or from fees payable toterminate the deposits from which such funds were obtained.(b) For the purpose of calculation of all amounts payable to a Lender under this Section 5.05 each Lender shall be deemed to have actually fundedits relevant LIBOR Loan through the purchase of a deposit bearing interest at the LIBO Base Rate in an amount equal to the amount of the LIBOR Loan andhaving a maturity comparable to the relevant Interest Period; provided, however, that each Lender may fund each of its LIBOR Loans in any manner it seesfit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this subsection. Any Lender requesting compensationpursuant to this Section 5.05 will furnish to Administrative Agent and Borrower a certificate setting forth the basis and amount of such request and suchcertificate, absent manifest error, shall be conclusive. Without limiting the survival of any other covenant hereunder, this covenant shall survive thetermination of this Agreement and the payment of the Obligations and all other amounts payable hereunder.SECTION 5.06. Net Payments.(a) Except as provided in this Section 5.06(a), all payments made by or on account of any obligation of any Credit Party hereunder or under anyNote, Guarantee or other Credit Document will be made without setoff, counterclaim or other defense. Except as required by law, all such payments will bemade free and clear of, and without deduction or withholding for, any Taxes (including Taxes imposed or asserted on amounts payable under this Section5.06). If, however, applicable laws require any withholding agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance withsuch laws as reasonably determined by such withholding agent. The applicable withholding agent shall timely pay the amount of any Taxes deducted orwithheld in respect of a payment made by a Credit Party hereunder or under any note, Guarantee or other Credit Document to the relevant GovernmentalAuthority in accordance with applicable law. If any Credit Party is the applicable withholding agent, Borrower shall furnish to Administrative Agent within45 days after the date the payment of any Taxes is due pursuant to applicable law documentation reasonably satisfactory to the Administrative Agentevidencing such payment by the applicable Credit Party. If any Covered Taxes are so deducted or withheld by any applicable withholding agent, then theapplicable Credit Party agrees to increase the sum payable by such Credit Party so that, after such deduction or withholding (including such deduction orwithholding on account of Covered Taxes applicable to additional sums payable under this Section 5.06) the amount received by each Lender or, in the caseof payments made to the Administrative Agent for its own account, the Administrative Agent, will not be less than the amount such recipient would havereceived had no such withholding or deduction been made. The Credit Parties agree to jointly and severally indemnify and hold harmless the AdministrativeAgent and each Lender, and reimburse any of them upon written request, for the amount of any Covered Taxes that are levied or imposed and paid by suchindemnitee (including Covered Taxes imposed or asserted on amounts payable under this Section 5.06) and for any reasonable expenses arising therefrom ineach case, whether or not such Covered Taxes were correctly or legally imposed, other than any interest or penalties that are determined by a final andnonappealable judgment of a court of competent jurisdiction to have resulted from the indemnitee’s gross negligence or willful misconduct. Such writtenrequest shall include a certificate setting forth in reasonable detail the basis of such request and such certificate, absent manifest error, shall be conclusive.(b) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to any payments made under any CreditDocument shall deliver to Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative Agent, suchproperly completed and executed documentation reasonably requested by Borrower or the Administrative Agent as will permit such payments to be madewithout withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower or the Administrative Agent, shalldeliver such other documentation reasonably requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent todetermine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary inthe preceding two sentences, the completion, execution and submission of such documentation (other than such-80- documentation set forth in Section 5.06(b)(ii), (c), and (d) below) shall not be required if in the Lender’s reasonable judgment such completion, execution orsubmission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of suchLender. Notwithstanding anything to the contrary in this Section 5.06(b), no Lender shall be required to provide any documentation that such Lender is notlegally eligible to deliver.(ii) any Lender that is a U.S. Person shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Lenderbecomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), two executedoriginal copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding. Any Foreign Lender shall deliver to Borrowerand the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafterupon the reasonable request of Borrower or the Administrative Agent), two executed original copies of whichever of the following is applicable: (1) in thecase of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party IRS Form W-8BEN or W-8BEN-E establishing anexemption from, or reduction of, U.S. federal withholding Tax pursuant to an applicable income tax treaty; (2) IRS Form W-8ECI; (3) in the case of a ForeignLender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D-1to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower withinthe meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. TaxCompliance Certificate”) and that no interest payments in connection with any Credit Documents are effectively connected with such Foreign Lender’sconduct of a U.S. trade or business and (y) IRS Form W-8BEN or W-8BEN-E; or (4) to the extent a Foreign Lender is not the beneficial owner (for example,where the Foreign Lender is a partnership or participating Lender), IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E,a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9, and/or other certification documents from eachbeneficial owner, as applicable; provided that if the Foreign Lender is a partnership and not a participating Lender and one or more direct or indirect partnersof such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially inthe form of Exhibit D-4 on behalf of each such direct and indirect partner. Any Foreign Lender shall deliver to Borrower and the Administrative Agent on orprior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request ofBorrower or the Administrative Agent), two executed original copies of any other form prescribed by applicable law as a basis for claiming exemption from ora reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law topermit Borrower or the Administrative Agent to determine the withholding or deduction required to be made. Each Lender agrees that if any form orcertification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notifyBorrower and the Administrative Agent in writing of its legal ineligibility to do so.(c) On the Closing Date, the Administrative Agent shall provide Borrower with two executed original copies of IRS Form W-8IMY (or anyapplicable successor forms) properly completed and duly executed to treat the Administrative Agent as a U.S. person (as described in U.S. TreasuryRegulations Section 1.1441-1T(e)(3)(v).(d) If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lenderwere to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, asapplicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonablyrequested by Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of theCode) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and AdministrativeAgent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA or todetermine the amount, if any, to deduct and withhold from such payment.(e) In addition, Borrower agrees to timely pay any present or future stamp, documentary, recording, intangible, filing or similar Taxes which arisefrom any payment made hereunder or under any other Credit Document or from the execution, delivery, filing, performance, enforcement, recordation orregistration of, or otherwise with-81- respect to, any Credit Document, except any such Taxes that are imposed with respect to an assignment (other than an assignment made pursuant to Section2.11(a) at the request of Borrower) if such Tax is imposed as a result of a present or former connection of the transferor or transferee with the jurisdictionimposing such Tax (other than connections arising from having executed, delivered, become a party to, performed its obligations under, received paymentsunder, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document) (hereinafter referred toas “Other Taxes”).(f) Any Lender claiming any additional amounts payable pursuant to this Section 5.06 agrees to use (at the Credit Parties’ expense) reasonableefforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making ofsuch change would avoid the need for, or in the opinion of such Lender, materially reduce the amount of, any such additional amounts that may thereafteraccrue and would not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.(g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has beenindemnified pursuant to this Section 5.06 (including by the payment of additional amounts pursuant to this Section 5.06), it shall pay to the indemnifyingparty an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to suchrefund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevantGovernmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnifiedparty the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) inthe event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in thisparagraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment ofwhich would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject toindemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additionalamounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Taxreturns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.ARTICLE VI. GUARANTEESSECTION 6.01. The Guarantees. Each (a) Guarantor, jointly and severally with each other Guarantor, hereby guarantees as primary obligor andnot as surety to each Secured Party and its successors and assigns the prompt payment and performance in full when due (whether at stated maturity, byacceleration, demand or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of theBankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by eachLender of, Borrower, and (b) Credit Party, jointly and severally with each other Credit Party, hereby guarantees as primary obligor and not as surety to eachSecured Party and its successors and assigns the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise)of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after anybankruptcy or insolvency petition under the Bankruptcy Code) of all other Obligations from time to time owing to the Secured Parties by any other CreditParty under any Credit Document, any Swap Contract entered into with a Swap Provider or any Cash Management Agreement entered into with a CashManagement Bank, in each case now or hereinafter created, incurred or made, whether absolute or contingent, liquidated or unliquidated and strictly inaccordance with the terms thereof; provided, that (i) the obligations guaranteed shall exclude obligations under any Swap Contract or Cash ManagementAgreements with respect to which the applicable Swap Provider or Cash Management Bank, as applicable, provides notice to Borrower that it does not wantsuch Swap Contract or Cash Management Agreement, as applicable, to be secured, and (ii) as to each Guarantor the obligations guaranteed by such Guarantorhereunder shall not include any Excluded Swap Obligations in respect of such Guarantor (such obligations being guaranteed pursuant to clauses (a) and (b)above being herein collectively called the “Guaranteed Obligations” (it being understood that the Guaranteed Obligations of Borrower shall be limited tothose referred to in clause (b) above)).-82- Each Credit Party, jointly and severally with each other Credit Party, hereby agrees that if any other Credit Party shall fail to pay in full when due (whether atstated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Credit Party will promptly pay the same, without any demand or noticewhatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in fullwhen due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.SECTION 6.02. Obligations Unconditional. The obligations of the Credit Parties under Section 6.01 shall constitute a guaranty of payment (andnot of collection) and are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity orenforceability of the Guaranteed Obligations under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or anysubstitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted byapplicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety orguarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the followingshall not alter or impair the liability of any of the Credit Parties with respect to its respective guaranty of the Guaranteed Obligations which shall remainabsolute, irrevocable and unconditional under any and all circumstances as described above:(i) at any time or from time to time, without notice to the Credit Parties, the time for any performance of or compliance with any of theGuaranteed Obligations shall be extended, or such performance or compliance shall be waived;(ii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended inany respect, or any right under the Credit Documents or any other agreement or instrument referred to herein or therein shall be amended or waivedin any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in partor otherwise dealt with;(iii) the release of any other Credit Party pursuant to Section 6.08;(iv) any renewal, extension or acceleration of, or any increase in the amount of the Guaranteed Obligations, or any amendment,supplement, modification or waiver of, or any consent to departure from, the Credit Documents;(v) any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay orenjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy(whether arising under any Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relatingthereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations;(vi) any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respectto, or any substitutions for, the Guaranteed Obligations or any subordination of the Guaranteed Obligations to any other obligations;(vii) the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or lien, the release ofany or all collateral securing, or purporting to secure, the Guaranteed Obligations or any other impairment of such collateral;(viii) any exercise of remedies with respect to any security for the Guaranteed Obligations (including, without limitation, anycollateral, including the Collateral securing or purporting to secure any of the Guaranteed Obligations) at such time and in such order and in suchmanner as the Administrative Agent and the Secured Parties may decide and whether or not every aspect thereof is commercially reasonable andwhether or not such action constitutes an election of remedies and even if such action operates to impair or-83- extinguish any right of reimbursement or subrogation or other right or remedy that any Credit Party would otherwise have; or(ix) any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Credit Party as aguarantor in respect of the Guaranteed Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of anyCredit Party as a guarantor of the Guaranteed Obligations, or of such Credit Party under the guarantee contained in this Article 6 or of any securityinterest granted by any Credit Party in its capacity as a guarantor of the Guaranteed Obligations, whether in a proceeding under the BankruptcyCode or under any other federal, state or foreign bankruptcy, insolvency, receivership, or similar law, or in any other instance.The Credit Parties hereby expressly waive diligence, presentment, demand of payment, protest, marshaling and all notices whatsoever, and anyrequirement that any Secured Party thereof exhaust any right, power or remedy or proceed against any Credit Party under this Agreement or the Notes or anyother agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the GuaranteedObligations. The Credit Parties waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the GuaranteedObligations and notice of or proof of reliance by any Secured Party thereof upon this guarantee or acceptance of this guarantee, and the GuaranteedObligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this guarantee, and all dealingsbetween the Credit Parties and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this guarantee.This guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without regard to any rightof offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, and the obligations and liabilities of theCredit Parties hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedyagainst any Credit Party or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against anycollateral security or guarantee therefor or right of offset with respect thereto. This guarantee shall remain in full force and effect and be binding inaccordance with and to the extent of its terms upon the Credit Parties and the successors and assigns thereof, and shall inure to the benefit of the SecuredParties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no GuaranteedObligations outstanding.For the avoidance of doubt, nothing in this Section 6.02 shall permit amendments to the Credit Documents or an acceleration of the Obligationsother than as set forth in the Credit Documents.SECTION 6.03. Reinstatement. The obligations of the Credit Parties under this Article VI shall be automatically reinstated if and to the extentthat for any reason any payment by or on behalf of any Credit Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored byany holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. The Credit Partiesjointly and severally agree that they will indemnify each Secured Party on demand for all reasonable costs and expenses (including reasonable fees ofcounsel) incurred by such Secured Party in connection with such rescission or restoration, including any such costs and expenses incurred in defendingagainst any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similarlaw, other than any costs or expenses resulting from the gross negligence, bad faith or willful misconduct of, or material breach by, such Secured Party.SECTION 6.04. Subrogation; Subordination. Each Credit Party hereby agrees that until the payment and satisfaction in full in cash of allGuaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall not exercise any right or remedyarising by reason of any performance by it of its guarantee in Section 6.01, whether by subrogation, contribution or otherwise, against any Credit Party of anyof the Guaranteed Obligations or any security for any of the Guaranteed Obligations. The payment of any amounts due with respect to any indebtedness ofany Credit Party now or hereafter owing to any Credit Party by reason of any payment by such Credit Party under the Guarantee in this Article VI is herebysubordinated to the prior payment in full in cash of the Guaranteed Obligations. Upon the occurrence and during the continuance of an Event of Default, eachCredit Party agrees that it will not demand, sue for or otherwise attempt to collect any such indebtedness of any other-84- Credit Party to such Credit Party until the Obligations shall have been paid in full in cash. If an Event of Default has occurred and is continuing, and anyamounts are paid to the Credit Parties in violation of the foregoing limitation, such amounts shall be collected, enforced and received by such Credit Party astrustee for the Secured Parties and be paid over to Administrative Agent on account of the Guaranteed Obligations without affecting in any manner theliability of such Credit Party under the other provisions of the guaranty contained herein.SECTION 6.05. Remedies. The Credit Parties jointly and severally agree that, as between the Credit Parties and the Lenders, the obligations ofany Credit Party under this Agreement and the Notes may be declared to be forthwith due and payable as provided in Article XI (and shall be deemed to havebecome automatically due and payable in the circumstances provided in said Article XI) for purposes of Section 6.01, notwithstanding any stay, injunction orother prohibition preventing such declaration (or such obligations from becoming automatically due and payable arising under the Bankruptcy Code or anyother federal or state bankruptcy, insolvency or other law providing for protection from creditors) as against such other Credit Parties and that, in the event ofsuch declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable byBorrower) shall forthwith become due and payable by the other Credit Parties for purposes of Section 6.01.SECTION 6.06. Continuing Guarantee. The guarantee in this Article VI is a continuing guarantee of payment, and shall apply to all GuaranteedObligations whenever arising.SECTION 6.07. General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate law, or any state,federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Credit Party underSection 6.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, onaccount of the amount of its liability under Section 6.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall,without any further action by such Credit Party, any Secured Party or any other Person, be automatically limited and reduced to the highest amount that isvalid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.SECTION 6.08. Release of Guarantors. If, in compliance with the terms and provisions of the Credit Documents, (i) the Equity Interests of anyGuarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “TransferredGuarantor”) to a Person or Persons, none of which is Borrower or a Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes anUnrestricted Subsidiary, Transferred Guarantor, upon the consummation of such sale or transfer, and such Person so designated or which becomes such anUnrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 hereof) and the otherCredit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the pledge of Equity Interestsin any Transferred Guarantor or any Unrestricted Subsidiary to Collateral Agent pursuant to the Security Documents shall be automatically released, and, solong as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take suchactions as are necessary to effect and evidence each release described in this Section 6.08 in accordance with the relevant provisions of the SecurityDocuments and this Agreement.SECTION 6.09. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes toprovide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the Guarantee inrespect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 6.09 for the maximum amount ofsuch liability that can be hereby incurred without rendering its obligations under this Section 6.09, or otherwise under the Guarantee, as it relates to suchCredit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of eachQualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of Guaranteed Obligations. Each Qualified ECP Guarantorintends that this Section 6.09 constitute, and this Section 6.09 shall be deemed to constitute, a "keepwell, support, or other agreement" for the benefit of eachother Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.-85- SECTION 6.10. Right of Contribution. Each Credit Party hereby agrees that to the extent that a Credit Party (a “Funding Credit Party”) shallhave paid more than its Fair Share (as defined below) of any payment made hereunder, such Credit Party shall be entitled to seek and receive contributionfrom and against any other Credit Party hereunder which has not paid its Fair Share of such payment. Each Credit Party’s right of contribution shall be subjectto the terms and conditions of Section 6.04. The provisions of this Section 6.10 shall in no respect limit the obligations and liabilities of any Credit Party tothe Secured Parties, and each Credit Party shall remain liable to the Secured Parties for the full amount guaranteed by such Credit Party hereunder. “FairShare” means, with respect to a Credit Party as of any date of determination, an amount equal to (i) the ratio of (A) the Adjusted Maximum Amount (asdefined below) with respect to such Credit Party to (B) the aggregate of the Adjusted Maximum Amounts with respect to all Credit Parties multiplied by (ii)the aggregate amount paid or distributed on or before such date by all Funding Credit Parties under this Article VI in respect of the Guaranteed Obligations.“Fair Share Shortfall” means, with respect to a Credit Party as of any date of determination, the excess, if any, of the Fair Share of such Credit Party over theAggregate Payments of such Credit Party. “Adjusted Maximum Amount” means, with respect to a Credit Party as of any date of determination, the maximumaggregate amount of the obligations of such Credit Party under this Article VI; provided that, solely for purposes of calculating the “Adjusted MaximumAmount” with respect to any Credit Party for purposes of this Section 6.10, any assets or liabilities of such Credit Party arising by virtue of any rights tosubrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of suchCredit Party. “Aggregate Payments” means, with respect to a Credit Party as of any date of determination, an amount equal to (i) the aggregate amount of allpayments and distributions made on or before such date by such Credit party in respect of this Article VI (including in respect of this Section 6.10) minus (ii)the aggregate amount of all payments received on or before such date by such Credit Party from the other Credit Parties as contributions under this Section6.10. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by theapplicable Funding Credit Party.ARTICLE VII. CONDITIONS PRECEDENTSECTION 7.01. Conditions to Initial Extensions of Credit.The obligations of Lenders to enter into this Agreement on the Closing Date are subject to the satisfaction of the following:(a) Corporate Documents. Administrative Agent shall have received copies of the Organizational Documents of each Credit Party and evidence ofall corporate or other applicable authority for each Credit Party (including resolutions or written consents and incumbency certificates) with respect to theexecution, delivery and performance of such of the Credit Documents to which each such Credit Party is intended to be a party as of the Closing Date,certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary of each such Credit Party (or the member ormanager or general partner of such Credit Party, as applicable).(b) Officer’s Certificate. Administrative Agent shall have received an Officer’s Certificate of Borrower, dated the Closing Date, certifying that theconditions set forth in Sections 7.02(a)(i) and 7.02(a)(ii) (giving effect to the provisions contained therein) have been satisfied.(c) Opinions of Counsel. Administrative Agent shall have received the following opinions, each of which shall be addressed to the AdministrativeAgent, the Collateral Agent and the Lenders, dated the Closing Date and covering such matters as the Administrative Agent shall reasonably request in amanner customary for transactions of this type:(i) an opinion of Latham & Watkins LLP, special counsel to the Credit Parties; and(ii) opinions of local counsel to the Credit Parties in such jurisdictions as are set forth in Schedule 7.01.-86- (d) Notes. Administrative Agent shall have received copies of the Notes, duly completed and executed, for each Lender that requested a Note atleast three (3) Business Days prior to the Closing Date.(e) Credit Agreement. Administrative Agent shall have received this Agreement (a) executed and delivered by a duly authorized officer of eachCredit Party and (b) executed and delivered by a duly authorized officer of each Person that is a Lender on the Closing Date.(f) Filings and Lien Searches. Administrative Agent shall have received (i) UCC financing statements in form appropriate for filing in thejurisdiction of organization of each Credit Party, (ii) results of lien searches conducted in the jurisdictions in which Borrower and its Restricted Subsidiariesare organized and such other jurisdictions as may be requested by the Administrative Agent and (iii) security agreements or other agreements in appropriateform for filing in the United States Patent and Trademark Office and United States Copyright Office with respect to intellectual property of Borrower to theextent required pursuant to the Security Agreement.(g) Security Agreement. (i) Administrative Agent shall have received the Security Agreement and the Initial Perfection Certificate, in each caseduly authorized, executed and delivered by the applicable Credit Parties, and (ii) Collateral Agent shall have received, to the extent required pursuant to theSecurity Agreement and not prohibited by applicable Requirements of Law (including, without limitation, any Gaming Laws), (1) original certificatesrepresenting the certificated Pledged Securities (as defined in the Security Agreement) required to be delivered to Collateral Agent pursuant to the SecurityAgreement, accompanied by original undated stock powers executed in blank, and (2) the promissory notes, intercompany notes, instruments, and chattelpaper identified under the name of such Credit Parties in Schedule 7 to the Initial Perfection Certificate (other than such certificates, promissory notes,intercompany notes, instruments and chattel paper that constitute “Excluded Property” (as such term is defined in the Security Agreement)), accompanied byundated notations or instruments of assignment executed in blank, and all of the foregoing shall be reasonably satisfactory to Administrative Agent in formand substance (in each case to the extent required to be delivered to Collateral Agent pursuant to the terms of the Security Agreement).(h) Credit Documents in Full Force and Effect; Fee Letter. The Credit Documents required to be executed and delivered on or prior to theClosing Date shall be in full force and effect. Borrower shall have complied, or shall comply substantially concurrently with the funding of the Loanshereunder, in all respects with its payment obligations under the Fee Letter required to be performed on the Closing Date.(i) Consummation of Transactions. The Transactions shall have been consummated and the consummation thereof shall be in compliance in allmaterial respects with all applicable Laws (including Gaming Laws and Regulation T, Regulation U and Regulation X) and all applicable Gaming Approvalsand other applicable regulatory approvals. After giving effect to the Transactions, there shall be no conflict with, or default under, any material ContractualObligation of Borrower and its Restricted Subsidiaries (except as Administrative Agent shall otherwise agree)).(j) Approvals. Other than as set forth on Schedule 7.01(j) or in Section 8.06 or Section 8.15, all necessary Governmental Authority approvals(including Gaming Approvals) and/or consents in connection with the Transactions shall have been obtained and shall remain in full force and effect. Inaddition, there shall not exist any judgment, order, injunction or other restraint, and there shall be no pending litigation or proceeding by any GovernmentalAuthority, prohibiting, enjoining or imposing materially adverse conditions upon the Transactions, or on the consummation thereof.(k) Solvency. Administrative Agent shall have received a certificate in the form of Exhibit G from a Responsible Officer of Borrower with respect tothe Solvency of Borrower (on a consolidated basis with its Restricted Subsidiaries), immediately after giving effect to the consummation of the Transactions.(l) Payment of Fees and Expenses. To the extent invoiced at least five (5) Business Days prior to the closing date, all reasonable costs, fees,expenses of Administrative Agent, Lead Arrangers, Arrangers and (in the case of fees only) the Lenders required to be paid by this Agreement, the Fee Letteror as otherwise agreed by Borrower, in each case, payable to Administrative Agent, Lead Arrangers, Arrangers and/or Lenders in respect of the Transactions,shall have been paid to the extent due.-87- (m) Patriot Act. On or prior to the Closing Date, Administrative Agent shall have received at least five (5) days prior to the Closing Date alldocumentation and other information reasonably requested in writing at least ten (10) days prior to the Closing Date by Administrative Agent thatAdministrative Agent reasonably determines is required by regulatory authorities from the Credit Parties under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act.(n) Wynn Resorts Financials. Borrower has delivered to the Administrative Agent or made publically available (a) the audited consolidatedbalance sheets of Wynn Resorts as of December 31, 2013, and the related statements of earnings, changes in stockholders’ equity and cash flows for the fiscalyears ended on those dates, together with reports thereon by Ernst & Young LLP, certified public accountants and (b) the unaudited interim consolidatedbalance sheet of Wynn Resorts and the related statements of earnings, changes in stockholders’ equity and cash flows for the most recent fiscal quarter endingafter December 31, 2013 (other than the fourth fiscal quarter of any fiscal year) and at least 45 days prior to the Closing Date.SECTION 7.02. Conditions to All Extensions of Credit. The obligations of the Lenders to make any Loan or otherwise extend any credit toBorrower upon the occasion of each Borrowing or other extension of credit (whether by making a Loan or issuing a Letter of Credit) hereunder (including theinitial borrowing) is subject to the further conditions precedent that:(a) No Default or Event of Default; Representations and Warranties True. Both immediately prior to the making of such Loan or other extensionof credit and also after giving effect thereto and to the intended use thereof:(i) no Default or Event of Default shall have occurred and be continuing;(ii) each of the representations and warranties made by the Credit Parties in Article VIII and by each Credit Party in each of the otherCredit Documents to which it is a party shall be true and correct in all material respects on and as of the date of the making of such Loan or otherextension of credit with the same force and effect as if made on and as of such date (it being understood and agreed that any such representation orwarranty which by its terms is made as of an earlier date shall be required to be true and correct in all material respects only as such earlier date, andthat any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct inall respects on the applicable date); and(iii) from and after December 31, 2015 and until the Wynn Massachusetts Project Opening Date, if the Credit Parties have not receivedEquity Contributions as of such date in an amount equal to or greater than the Equity Contribution Threshold, the aggregate amount of allRevolving Loans outstanding (after giving effect to the requested Revolving Loan) shall not exceed the amount of the Equity Contributions madeon or prior to the date such Revolving Loan is made;provided, that prior to the Wynn Massachusetts Project Opening Date Borrower shall not be required to satisfy the conditions in this Section 7.02(a)(iii) in connection with any Loan requested by Borrower to be utilized solely to pay interest or fees due and payable or to become due and payable under thisAgreement.(b) Notice of Borrowing. Administrative Agent shall have received a Notice of Borrowing and/or Letter of Credit Request, as applicable, dulycompleted and complying with Section 4.05. Each Notice of Borrowing or Letter of Credit Request delivered by Borrower hereunder shall constitute arepresentation and warranty by Borrower that on and as of the date of such notice and on and as of the relevant borrowing date or date of issuance of a Letterof Credit (both immediately before and after giving effect to such borrowing or issuance and the application of the proceeds thereof) that the applicableconditions in Sections 7.01 or 7.02, as the case may be, have been satisfied.ARTICLE VIII. REPRESENTATIONS AND WARRANTIES-88- Each Credit Party represents and warrants to Administrative Agent, the Collateral Agent and Lenders that, at and as of each Funding Date, in eachcase immediately before and immediately after giving effect to the transactions to occur on such date (provided, that such representations and warrantiesmade on the Closing Date shall be made giving effect to the Transactions):SECTION 8.01. Corporate Existence; Compliance with Law.(a) Borrower and each Restricted Subsidiary (a) is a corporation, partnership, limited liability company or other entity duly organized, validlyexisting and in good standing under the laws of the jurisdiction of its organization; (b)(i) has all requisite corporate or other power and authority, and (ii) hasall governmental licenses, authorizations, consents and approvals necessary to own its Property and carry on its business as now being conducted; and (c) isqualified to do business and is in good standing in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary;except, in the case of clauses (b)(ii) and (c) where the failure thereof individually or in the aggregate would not reasonably be expected to have a MaterialAdverse Effect.(b) Neither Borrower nor any Restricted Subsidiary nor any of its Property is in violation of, nor will the continued operation of Borrower’s or suchRestricted Subsidiary’s Property as currently conducted violate, any Requirement of Law or is in default with respect to any judgment, writ, injunction,decree or order of any Governmental Authority, where such violations or defaults would reasonably be expected to have a Material Adverse Effect.SECTION 8.02. Material Adverse Effect. Since December 31, 2013, there shall not have occurred any event or circumstance that has had orwould reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.SECTION 8.03. Litigation. Except as set forth on Schedule 8.03, there is no Proceeding (other than any (a) qui tam Proceeding, to which thisSection 8.03 is limited to knowledge of any Responsible Officer of Borrower, and (b) normal overseeing reviews of the Gaming Authorities) pending against,or to the knowledge of any Responsible Officer of Borrower, threatened in writing against, Borrower or any of its Restricted Subsidiaries before anyGovernmental Authority or private arbitrator that (i) either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effector (ii) as of the Closing Date only, challenges the validity or enforceability of any of the Credit Documents.SECTION 8.04. No Breach; No Default.(a) None of the execution, delivery and performance by any Credit Party of any Credit Document to which it is a party nor the consummation of thetransactions herein and therein contemplated (including the Transactions) do or will (i) conflict with or result in a breach of, or require any consent (whichhas not been obtained and is in full force and effect) under (x) any Organizational Document of any Credit Party or (y) subject to Section 13.13, anyapplicable Requirement of Law (including, without limitation, any Gaming Law) or (z) any order, writ, injunction or decree of any Governmental Authoritybinding on any Credit Party or (ii) constitute (with due notice or lapse of time or both) a default under any such Contractual Obligation or (iii) result in orrequire the creation or imposition of any Lien (except for the Liens created pursuant to the Security Documents and other Permitted Liens) upon any Propertyof any Credit Party pursuant to the terms of any such Contractual Obligation, except with respect to (i)(y), (i)(z), (ii) or (iii) which would not reasonably beexpected to result in a Material Adverse Effect.(b) No Default or Event of Default has occurred and is continuing.SECTION 8.05. Action. Borrower and each Restricted Subsidiary has all necessary corporate or other organizational power, authority and legalright to execute, deliver and perform its obligations under each Credit Document to which it is a party and to consummate the transactions herein and thereincontemplated; the execution, delivery and performance by Borrower and each Restricted Subsidiary of each Credit Document to which it is a party and theconsummation of the transactions herein and therein contemplated have been duly authorized by all necessary corporate, partnership or other organizationalaction on its part; and this Agreement has been duly and validly executed-89- and delivered by each Credit Party and constitutes, and each of the Credit Documents to which it is a party when executed and delivered by such Credit Partywill constitute, its legal, valid and binding obligation, enforceable against each Credit Party in accordance with its terms, except as such enforceability maybe limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general applicability from time to time ineffect affecting the enforcement of creditors’ rights and remedies and (b) the application of general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law).SECTION 8.06. Approvals. No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or anysecurities exchange are necessary for the execution, delivery or performance by Borrower or any Restricted Subsidiary of the Credit Documents to which it isa party or for the legality, validity or enforceability hereof or thereof or for the consummation of the Transactions, except for: (i) authorizations, approvals orconsents of, and filings or registrations with any Governmental Authority or any securities exchange previously obtained, made, received or issued, (ii)filings and recordings in respect of the Liens created pursuant to the Security Documents, (iii) the delivery of executed copies of this Agreement, the SecurityAgreement and the Notes executed on the Closing Date to the relevant Gaming Authorities, (iv) the filings referred to in Section 8.14, (v) satisfaction of orwaiver by the Gaming Authorities of any qualification requirement on the part of the Lenders who do not otherwise qualify, (vi) prior approval of theTransactions by the Gaming Authorities, which approval has been obtained on or prior to the Closing Date, (vii) consents, authorizations and filings thathave been obtained or made and are in full force and effect or the failure of which to obtain would not reasonably be expected to have a Material AdverseEffect, (viii) any required approvals (including prior approvals) of the requisite Gaming Authorities that any Agent, Lender or participant is required to obtainfrom, or any required filings with, requisite Gaming Authorities to exercise their respective rights and remedies under this Agreement and the other CreditDocuments (as set forth in Section 13.13) and (ix) prior approval from the Nevada Gaming Commission of the pledge of any Pledged Nevada GamingInterests (as defined in the Security Agreement).SECTION 8.07. ERISA and Employee Benefit Plan Matters. No ERISA Event has occurred or is reasonably expected to occur that, when takentogether with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material AdverseEffect. Except as set forth on Schedule 8.07, as of the Closing Date, no member of the ERISA Group maintains or contributes to any Pension Plan. EachERISA Entity is in compliance with the presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan (other than to theextent such failure to comply would not reasonably be expected to have a Material Adverse Effect). Except as would not reasonably be expected to result in aMaterial Adverse Effect, no ERISA Entity has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.SECTION 8.08. Taxes. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) allTax returns, statements, reports and forms required to be filed with any Governmental Authority by, or with respect to, Borrower and each of its RestrictedSubsidiaries have been timely filed (taking into account any applicable extensions) in accordance with all applicable laws; (ii) Borrower and each of itsRestricted Subsidiaries has timely paid or made provision for payment of all Taxes shown as due and payable on such returns that have been so filed or thatare otherwise due and payable, including in its capacity as a withholding agent (other than Taxes which are being contested in good faith by appropriateproceedings and for which adequate reserves have been provided in accordance with GAAP; and (iii) Borrower and each of its Restricted Subsidiaries hasmade adequate provision in accordance with GAAP for all Taxes payable by Borrower or such Restricted Subsidiary that are not yet due and payable. NeitherBorrower nor any of its Restricted Subsidiaries has received written notice of any proposed or pending Tax assessment, audit or deficiency against Borroweror such Restricted Subsidiary that would in the aggregate reasonably be expected to have a Material Adverse Effect.SECTION 8.09. Investment Company Act. Neither Borrower nor any of its Restricted Subsidiaries is an “investment company,” or a company“controlled” by an “investment company” required to be regulated under the Investment Company Act of 1940, as amended.SECTION 8.10. Environmental Matters. Except as set forth on Schedule 8.10 or as would not, individually or in the aggregate, reasonably beexpected to result in a Material Adverse Effect: (i) each of Borrower and its Restricted Subsidiaries and each of their businesses, operations and Real Propertyis in material compliance-90- with, and each has no liability under, any Environmental Law; (ii) each of Borrower and its Restricted Subsidiaries has obtained all Permits material to, andrequired for, the conduct of their businesses and operations, and the ownership, operation and use of their assets, all as currently conducted, under anyEnvironmental Law; (iii) there has been no Release or threatened Release of Hazardous Material on, at, under or from any real property or facility presently orformerly owned, leased or operated by Borrower or any of its Restricted Subsidiaries that would reasonably be expected to result in liability to Borrower orany of its Restricted Subsidiaries under any Environmental Law; (iv) there is no Environmental Action pending or, to the knowledge of any ResponsibleOfficer of Borrower or any of its Restricted Subsidiaries, threatened, against Borrower or any of its Restricted Subsidiaries or, relating to real propertycurrently or formerly owned, leased or operated by Borrower or any of its Restricted Subsidiaries or relating to the operations of Borrower or its RestrictedSubsidiaries; and (v) no circumstances exist that would reasonably be expected to form the basis of an Environmental Action against Borrower or any of itsRestricted Subsidiaries, or any of their Real Property, facilities or assets.SECTION 8.11. Use of Proceeds.(a) Borrower will use the proceeds of:(i) Term Facility Loans and Revolving Loans made on the Closing Date to finance the Transactions and for general corporate purposes(including Capital Expenditures with respect to the Wynn Massachusetts Project) and for any other purposes not prohibited by this Agreement, and(ii) Revolving Loans and Term Loans made after the Closing Date for working capital, capital expenditures, Permitted Acquisitions (andother Acquisitions not prohibited hereunder) and general corporate purposes and for any other purposes not prohibited by this Agreement (includingCapital Expenditures with respect to the Wynn Massachusetts Project).(b) Neither Borrower nor any of its Restricted Subsidiaries is engaged principally, or as one of its important activities, in the business of extendingcredit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock. No part of the proceeds of any extension of credit(including any Loans and Letters of Credit) hereunder will be used directly or indirectly and whether immediately, incidentally or ultimately to purchase orcarry any Margin Stock or to extend credit to others for such purpose or to refund Indebtedness originally incurred for such purpose or for any other purpose,in each case, that entails a violation of, or is inconsistent with, the provisions of Regulation T, Regulation U or Regulation X. The pledge of any EquityInterests by any Credit Party pursuant to the Security Agreement does not violate such regulations.SECTION 8.12. Subsidiaries.(a) Schedule 8.12(a) sets forth a true and complete list of the following: (i) all the Subsidiaries of Borrower as of the Closing Date; (ii) the name andjurisdiction of incorporation or organization of each such Subsidiary as of the Closing Date; and (iii) as to each such Subsidiary, the percentage and numberof each class of Equity Interests of such Subsidiary owned by Borrower and its Subsidiaries as of the Closing Date.(b) Schedule 8.12(b) sets forth a true and complete list of all the Immaterial Subsidiaries as of the Closing Date.(c) Schedule 8.12(c) sets forth a true and complete list of all the Unrestricted Subsidiaries as of the Closing Date.SECTION 8.13. Ownership of Property; Liens. Except as set forth on Schedule 8.13, (a) Borrower and each of its Restricted Subsidiaries has goodand valid title to, or a valid (with respect to Real Property) leasehold interest in (or subleasehold interest in or other right to occupy), all assets and Property(including Mortgaged Real Property) (tangible and intangible) owned or occupied by it except where the failure to have such title would not reasonably beexpected to result in a Material Adverse Effect and (b) all such assets and Property are subject to no Liens other than Permitted Liens. All of the assets andProperty owned by, leased to or used by Borrower and each of its Restricted-91- Subsidiaries in its respective businesses are in good operating condition and repair in all material respects (ordinary wear and tear and casualty and forcemajeure excepted) except in each case where the failure of such asset to meet such requirements would not reasonably be expected to result in a MaterialAdverse Effect.SECTION 8.14. Security Interest; Absence of Financing Statements; Etc. The Security Documents, once executed and delivered, will create, infavor of Collateral Agent for the benefit of the Secured Parties, as security for the obligations purported to be secured thereby, a valid and enforceablesecurity interest in and Lien upon all of the Collateral (subject to applicable Gaming Laws and any applicable provisions set forth in the Security Documentswith respect to limitations or exclusions from the requirement to perfect the security interests and Liens on the collateral described therein), and upon (i)filing, recording, registering or taking such other actions as may be necessary with the appropriate Governmental Authorities (including payment ofapplicable filing and recording taxes), (ii) the taking of possession or control by Collateral Agent of the Pledged Collateral with respect to which a securityinterest may be perfected only by possession or control which possession or control shall be given to Collateral Agent to the extent possession or control byCollateral Agent is required by the Security Agreement and (iii) delivery of the applicable documents to Collateral Agent in accordance with the provisionsof the applicable Security Documents, for the benefit of the Secured Parties, such security interest shall be a perfected security interest in and Lien upon all ofthe Collateral (subject to any applicable provisions set forth in the Security Documents with respect to limitations or exclusions from the requirement toperfect the security interests and Liens on the collateral described therein) superior to and prior to the rights of all third Persons and subject to no Liens, ineach case, other than Permitted Liens.SECTION 8.15. Licenses and Permits. Except as set forth on Schedule 8.15, Borrower and each of its Restricted Subsidiaries hold all materialgovernmental permits, licenses, authorizations, consents and approvals necessary for Borrower and its Restricted Subsidiaries to own, lease, and operate theirrespective Properties and to operate their respective businesses as presently conducted (collectively, the “Permits”), except for Permits the failure of which toobtain would not reasonably be expected to have a Material Adverse Effect.SECTION 8.16. Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of anyCredit Party to any Secured Party in connection with this Agreement and the other Credit Documents or included or delivered pursuant thereto, but in eachcase excluding all projections and general industry or economic data, whether prior to or after the date of this Agreement, when taken as a whole and givingeffect to all supplements and updates, do not contain any untrue statement of material fact or omit to state a material fact necessary in order to make thestatements herein or therein, in light of the circumstances under which they were made, not materially misleading. The projections and pro forma financialinformation furnished at any time by any Credit Party to any Secured Party pursuant to this Agreement have been prepared in good faith based onassumptions believed by Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to futureevents is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projectedresults set forth therein by a material amount and no Credit Party, however, makes any representation as to the ability of any Company to achieve the resultsset forth in any such projections.SECTION 8.17. Solvency. As of each Funding Date (i) with respect to representations made as of the Closing Date, immediately prior to andimmediately following the consummation of the Transactions and the extensions of credit to occur on the Closing Date and (ii) with respect torepresentations made as of any other Funding Date, immediately following the extensions of credit to occur on such Funding Date, Borrower (on aconsolidated basis with its Restricted Subsidiaries) is and will be Solvent (after giving effect to Section 6.07).SECTION 8.18. Intellectual Property. Except as set forth on Schedule 8.18, Borrower and each of its Restricted Subsidiaries owns or possessesadequate licenses or otherwise has the right to use all of the patents, patent applications, trademarks, trademark applications, service marks, service markapplications, trade names, copyrights, trade secrets, know-how and processes (collectively, “Intellectual Property”) (including, as of the Closing Date, allIntellectual Property listed in Schedules 9(a), 9(b) and 9(c) to the Initial Perfection Certificate) that are necessary for the operation of its business as presentlyconducted except where failure to own or have such right would not reasonably be expected to have a Material Adverse Effect and, as of the Closing Date, allregistrations listed in Schedules 9(a), 9(b) and 9(c) to the Initial Perfection Certificate are valid and in full force and effect, except where the invalidity of such-92- registrations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 8.18, asof the Closing Date, no claim is pending or, to the knowledge of any Responsible Officer of Borrower, threatened to the effect that Borrower or any of itsRestricted Subsidiaries infringes or conflicts with the asserted rights of any other Person under any material Intellectual Property, except for such claims thatwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 8.18, as of the ClosingDate, no claim is pending or, to the knowledge of any Responsible Officer of Borrower, threatened to the effect that any such material Intellectual Propertyowned or licensed by Borrower or any of its Restricted Subsidiaries or which Borrower or any of its Restricted Subsidiaries otherwise has the right to use isinvalid or unenforceable, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.SECTION 8.19. Regulation H. Except for the Real Property listed on Schedule 8.19 attached hereto, as of the Closing Date, no Mortgageencumbers improved real property which is located in an area that has been identified by the Secretary of Housing and Urban Development as an area havingspecial flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968.SECTION 8.20. Insurance. Borrower and each of its Restricted Subsidiaries are insured by insurers of recognized financial responsibility(determined as of the date such insurance was obtained) against such losses and risks (other than wind and flood damage) and in such amounts as are prudentand customary in the businesses in which it is engaged, except to the extent that such insurance is not available on commercially reasonable terms. Borrowerand each of its Restricted Subsidiaries maintain all insurance required by Flood Insurance Laws (but shall not, for the avoidance of doubt, be required toobtain insurance with respect to wind and flood damage unless and to the extent required by such Flood Insurance Laws).SECTION 8.21. Real Estate.(a) Schedule 8.21(a) sets forth a true, complete and correct list of all material Real Property owned and all material Real Property leased byBorrower or any of its Restricted Subsidiaries as of the Closing Date, including a brief description thereof, including, in the case of leases, the street address(to the extent available) and landlord name.(b) Except as set forth on Schedule 8.21(b), as of the Closing Date, to the best of knowledge of any Responsible Officer of Borrower no Taking hasbeen commenced or is contemplated with respect to all or any portion of the Real Property or for the relocation of roadways providing access to such RealProperty that either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.SECTION 8.22. Anti-Terrorism Law.(a) No Credit Party and, to the knowledge of any Responsible Officer of Borrower, none of its Affiliates, or any broker or other agent of any CreditParty acting in any capacity in connection with the Loans or Letters of Credit, is in violation in any material respect of any Requirement of Law relating toterrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the“Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,Public Law 107-56 (the “Patriot Act”).(b) No Credit Party and, to the knowledge of any Responsible Officer of Borrower, no Affiliate, officer, director, employee or broker or other agentof any Credit Party acting or benefiting in any capacity in connection with the Loans or Letter of Credit is any of the following:(i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to theprovisions of, the Executive Order;-93- (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;(v) a Person that is named as a “specially designated national and blocked Person” on the most current list published by the U.S.Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement officialpublication of such list, or that is owned 50% or more by any such Persons; or(vi) a Person that is located, organized or resident in a Designated Jurisdiction.SECTION 8.23. Anti-Corruption Laws/Bribery. Neither Borrower, nor any of its Subsidiaries nor, to the knowledge of any Responsible Officer ofBorrower, none of its Affiliates, directors, brokers or agents acting in any capacity in connection with the Loans or Letters of Credit, is in violation in anymaterial respect of any Requirement of Law relating to any anti-bribery or anti-corruption laws or regulations in any applicable jurisdiction.SECTION 8.24. Labor Matters. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,(a) there are no strikes or other labor disputes against Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of Borrower, threatened and(b) the hours worked by and payments made to employees of Borrower or any of its Restricted Subsidiaries have not been in violation of the Fair LaborStandards Act or any other applicable Law dealing with such matters.ARTICLE IX. AFFIRMATIVE COVENANTSEach Credit Party, for itself and on behalf of its Restricted Subsidiaries, covenants and agrees with Administrative Agent, Collateral Agent andLenders that until the Obligations have been Paid in Full, (and each Credit Party covenants and agrees that it will cause its Restricted Subsidiaries to observeand perform the covenants herein set forth applicable to any such Restricted Subsidiary):SECTION 9.01. Existence; Business Properties.(a) Borrower and each of its Restricted Subsidiaries shall do or cause to be done all things necessary to preserve, renew and keep in full force andeffect its legal existence, except in a transaction permitted by Section 10.05 or, in the case of any Restricted Subsidiary, where the failure to perform suchobligations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.(b) Borrower and each of its Restricted Subsidiaries shall do or cause to be done all things necessary to obtain, preserve, renew, extend and keep infull force and effect the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of itsbusiness except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; complywith all applicable Requirements of Law (including any and all Gaming Laws and any and all zoning, building, ordinance, code or approval or any buildingpermits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effector hereafter enacted, except where the failure to comply, individually or in the aggregate, would not reasonably be expected to result in a Material AdverseEffect and at all times maintain and preserve all of its property and keep such property in good repair, working order and condition (ordinary wear and tearand casualty and force majeure excepted) except where the failure to do so individually or in the aggregate would not reasonably be expected to result in aMaterial Adverse Effect; provided, however, that nothing in this Section 9.01(b) shall prevent (i) sales, conveyances, transfers or other dispositions of assets,consolidations or mergers by or involving any Company or any other transaction in accordance with Section 10.05; (ii) the withdrawal by any Company ofits qualification as a foreign corporation in any jurisdiction where such-94- withdrawal, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by anyCompany of any rights, permits, authorizations, copyrights, trademarks, trade names, franchises, licenses and patents that such Company reasonablydetermines are not useful to its business.SECTION 9.02. Insurance.(a) Borrower and its Restricted Subsidiaries shall maintain with insurers of recognized financial responsibility (determined at the time suchinsurance is obtained) not Affiliates of Borrower insurance on its Property in at least such amounts and against at least such risks as are customarily insuredagainst by companies engaged in the same or a similar business and operating similar properties in localities where Borrower or the applicable RestrictedSubsidiary operates; and furnish to Administrative Agent, upon written request, information as to the insurance carried; provided that Borrower and itsRestricted Subsidiaries shall not be required to maintain insurance with respect to wind and flood damage on any property for any insurance coverage periodunless, and to the extent, such insurance is required by an applicable Requirement of Law. The Collateral Agent shall be named as an additional insured onall third-party liability insurance policies of Borrower and each of its Restricted Subsidiaries (other than directors and officers liability insurance, insurancepolicies relating to employment practices liability, crime or fiduciary duties, kidnap and ransom insurance policies, and insurance as to fraud, errors andomissions), and Collateral Agent shall be named as mortgagee/loss payee on all property insurance policies of each such Person.(b) If any portion of any Mortgaged Real Property is at any time is located in an area identified by the Federal Emergency Management Agency (orany successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the National Flood Insurance Act of1968 (as now or hereafter in effect or successor act thereto), then Borrower shall, or shall cause the applicable Credit Party to (i) to the extent requiredpursuant to Flood Insurance Laws, maintain, or cause to be maintained, with a financially sound and reputable insurer (determined at the time such insuranceis obtained), flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to such FloodInsurance Laws and (ii) deliver to Administrative Agent evidence of such compliance in form and substance reasonably acceptable to Administrative Agent.SECTION 9.03. Taxes. Borrower and each of its Restricted Subsidiaries shall timely file all Tax returns, statements, reports and forms required tobe filed by it and pay and discharge before the same shall become delinquent all Taxes imposed upon it or upon its income or profits or in respect of itsproperty, before the same shall become delinquent; provided, however, that (a) such payment and discharge shall not be required with respect to any suchTaxes so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and Borrower and each of its Subsidiaries shallhave set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) such filing or payment and discharge shall not be requiredin the event the failure to file or make payment and discharge would not reasonably be expected, individually or in the aggregate, to result in a MaterialAdverse Effect.SECTION 9.04. Financial Statements, Etc. Borrower shall deliver to Administrative Agent for distribution by Administrative Agent to theLenders (unless a Lender expressly declines in writing to accept):(a) Quarterly Financials. As soon as available and in any event within 45 days (or, in the case of each fiscal quarter ending prior to the first fullfiscal quarter following the fiscal quarter in which the earlier of the Wynn Las Vegas Reorganization or the Wynn Massachusetts Project Opening Dateoccurs, within 75 days following the end of such fiscal quarter) after the end of each of the first three quarterly fiscal periods of each fiscal year beginningwith the fiscal quarter ending March 30, 2015, consolidated statements of operations, cash flows and stockholders’ equity of Consolidated Companies forsuch period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheet ofConsolidated Companies as at the end of such period, setting forth in each case in comparative form the corresponding consolidated statements of operations,cash flows and stockholders’ equity for the corresponding period in the preceding fiscal year to the extent such financial statements are available,accompanied by a certificate of a Responsible Officer of Borrower, which certificate shall state that said consolidated financial statements fairly present in allmaterial respects the consolidated financial condition, results of operations and cash flows of Consolidated Companies in accordance with GAAP,consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments and except for the absence of footnotes);-95- (b) Annual Financials. As soon as available and in any event within 90 days after the end of each fiscal year beginning with the fiscal year endingDecember 31, 2014 (provided that, in respect of any fiscal year ending prior to the earlier of the Wynn Las Vegas Reorganization or the Wynn MassachusettsProject Opening Date, such information shall be delivered as soon as available and in any event within 105 days after the end of such fiscal year),consolidated statements of operations, cash flows and stockholders’ equity of Consolidated Companies for such year and the related consolidated balancesheet of Consolidated Companies as at the end of such year, setting forth in each case in comparative form the corresponding information as of the end of andfor the preceding fiscal year to the extent such financial statements are available, and, in the case of such consolidated financial statements, accompanied byan opinion, without a going concern or similar qualification or exception as to scope (other than any going concern or similar qualification or exceptionrelated to the maturity or refinancing of Indebtedness under the Credit Documents or Credit Agreement Refinancing Indebtedness or prospective compliancewith the financial maintenance covenants), thereon of Ernst & Young LLP or other independent certified public accountants of recognized national standingwhich opinion shall state that said consolidated financial statements fairly present in all material respects the consolidated financial condition, results ofoperations and cash flows of Consolidated Companies as at the end of, and for, such fiscal year in conformity with GAAP, consistently applied (except asnoted therein);(c) Compliance Certificate. At the time Borrower furnishes each set of financial statements pursuant to Section 9.04(a) or Section 9.04(b), acertificate of a Responsible Officer of Borrower in the form of Exhibit E hereto (I) to the effect that no Default has occurred and is continuing (or, if anyDefault has occurred and is continuing, describing the same in reasonable detail and describing the action that the Companies have taken and propose to takewith respect thereto) and (II) from and after the Initial Test Date, setting forth in reasonable detail the computations necessary to determine whether Borrowerand its Restricted Subsidiaries are in compliance with Section 10.08 as of the end of the respective fiscal quarter or fiscal year; provided that if suchcertificate demonstrates an Event of Default with respect to the financial maintenance covenants set forth in Section 10.08, Borrower may deliver, prior to ortogether with such certificate, a notice of intent to cure (a “Notice of Intent to Cure”) pursuant to Section 11.03 to the extent permitted thereunder;(d) Notice of Default. Promptly after any Responsible Officer of any Company knows that any Default has occurred, a notice of such Default,breach or violation describing the same in reasonable detail and a description of the action that the Companies have taken and propose to take with respectthereto;(e) Environmental Matters. Written notice of any claim, release of Hazardous Material, condition, circumstance, occurrence or event arising underEnvironmental Law which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;(f) Annual Budgets. Beginning with the fiscal year of Borrower commencing on January 1, 2015, as soon as practicable and in any event within 10days after the approval thereof by the Board of Directors of Borrower (but not later than 90 days (or, if prior to the earlier of the Wynn Las VegasReorganization and the Wynn Massachusetts Project Opening Date, 105 days) after the beginning of each fiscal year of Borrower), a consolidated plan andfinancial forecast for such fiscal year, including a forecasted consolidated balance sheet and forecasted consolidated statements of income and cash flows ofConsolidated Companies for such fiscal year and for each quarter of such fiscal year, together with an Officer’s Certificate containing an explanation of theassumptions on which such forecasts are based and stating that such plan and projections have been prepared using assumptions believed in good faith bymanagement of Borrower to be reasonable at the time made (it being recognized by the Lenders that such plan and projections are not to be viewed as factand that actual results during the period or periods covered by such plan and projections may differ from the forecasted results set forth therein by a materialamount and no Company makes any representation as to the ability of any Company to achieve the results set forth in any such plan or projections);(g) Auditors’ Reports. Promptly upon receipt thereof, copies of all annual, interim or special reports issued to Borrower or any RestrictedSubsidiary by independent certified public accountants in connection with each annual, interim or special audit of Borrower’s or such Restricted Subsidiary’sbooks made by such accountants, including any management letter commenting on Borrower’s or such Restricted Subsidiary’s internal controls issued bysuch accountants to management in connection with their annual audit; provided, however, that such reports shall only be made available to AdministrativeAgent and to those Lenders who request such reports through Administrative Agent;-96- (h) Casualty and Damage to Collateral; Perfection Certificate Updates.(i) Prompt written notice of any Casualty Event or other insured damage to any material portion of the Collateral; and(ii) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 9.04(b), acertificate of a Responsible Officer of Borrower setting forth the information required pursuant to Schedules 1(a), 1(b), 1(c), 2, 3, 4(a), 4(b), 5, 6, 7(a),7(b), 7(c), 8, and 9 to the Perfection Certificate or confirming that there has been no change in such information since the date of the InitialPerfection Certificate or the date of the most recent certificate delivered pursuant to this Section 9.04(h)(ii);(i) Notice of Material Adverse Effect or Covenant Suspension Period. Written notice (i) of the occurrence of any event or occurrence that has hador would reasonably be expected to have a Material Adverse Effect or (ii) Borrower’s determination of the commencement or termination of a CovenantSuspension Period;(j) ERISA Information. Promptly after the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred,would reasonably be expected to result in a Material Adverse Effect, a written notice specifying the nature thereof, what action the Companies or otherERISA Entity have taken, are taking or propose to take with respect thereto, and, when known, any action taken or threatened by the IRS, Department ofLabor, PBGC or Multiemployer Plan sponsor with respect thereto; and(k) Miscellaneous. Promptly, such financial information, reports, documents and other information with respect to Borrower or any of its RestrictedSubsidiaries as Administrative Agent or the Required Lenders may from time to time reasonably request;provided that, notwithstanding the foregoing, nothing in this Section 9.04 shall require delivery of financial information, reports, documents or otherinformation which constitutes attorney work product or is subject to confidentiality agreements or to the extent disclosure thereof would reasonably beexpected to result in loss of attorney client privilege with respect thereto.Reports and documents required to be delivered pursuant to Section 9.04 may be delivered electronically and if so delivered, shall be deemed tohave been delivered on the date (i) on which Borrower posts such reports and/or documents, or provides a link thereto on Borrower’s website on the Internetat the website address specified below Borrower’s name on the signature hereof or such other website address as provided in accordance with Section 13.02;or (ii) on which such reports and/or documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender andAdministrative Agent have access (whether a commercial, third-party website (including the website of the SEC) or whether sponsored by AdministrativeAgent); provided that: Borrower shall provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such reports and/ordocuments and Administrative Agent shall post such reports and/or documents and notify (which may be by facsimile or electronic mail) each Lender of theposting of any such reports and/or documents. Notwithstanding anything contained herein, in every instance Borrower shall be required to provide thecompliance certificate required by Section 9.04(c)(ii) to Administrative Agent in the form of an original paper copy or a .pdf or facsimile copy of the originalpaper copy.Concurrently with the delivery of financial statements pursuant to Sections 9.04(a) and 9.04(b) above, in the event that, in the aggregate, theUnrestricted Subsidiaries account for greater than 10% of the Consolidated EBITDA of Borrower and its Subsidiaries on a consolidated basis with respect tothe Test Period ended on the last day of the period covered by such financial statements, Borrower shall provide revenues, net income, Consolidated EBITDA(including the component parts thereof), Consolidated Indebtedness and cash and Cash Equivalents on hand of Borrower and its Restricted Subsidiaries, onthe one hand, and (y) the Unrestricted Subsidiaries, on the other hand (with Consolidated EBITDA to be determined for such Unrestricted Subsidiaries as ifreferences in the definition of Consolidated EBITDA were deemed to be references to the Unrestricted Subsidiaries).-97- Borrower hereby acknowledges that (a) Administrative Agent will make available to the Lenders and the L/C Lenders materials and/or informationprovided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks/IntraAgency or anothersimilar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive materialnon-public information with respect to Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investmentand other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that it will use commercially reasonable efforts to identifythat portion of Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuouslymarked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking BorrowerMaterials “PUBLIC,” Borrower shall be deemed to have authorized Administrative Agent, the L/C Lenders and the Lenders to treat such Borrower Materialsas not containing any material non-public information (although it may be sensitive and proprietary) with respect to Borrower or its securities for purposes ofUnited States Federal and state securities laws (provided however, that to the extent such Borrower Materials constitute information of the type subject toSection 13.10, they shall be treated as set forth in Section 13.10); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through aportion of the Platform designated “Public Side Information;” and (z) Administrative Agent shall be entitled to treat any Borrower Materials that are notmarked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”SECTION 9.05. Maintaining Records; Access to Properties and Inspections. Borrower and its Restricted Subsidiaries shall keep proper books ofrecord and account in which entries true and correct in all material respects and in material conformity with GAAP and all material Requirements of Law aremade. Borrower and its Restricted Subsidiaries will, subject to applicable Gaming Laws, permit any representatives designated by Administrative Agent tovisit and inspect the financial records and the property of Borrower or such Restricted Subsidiary at reasonable times, upon reasonable notice and as often asreasonably requested, and permit any representatives designated by Administrative Agent to discuss the affairs, finances and condition of such RestrictedSubsidiaries with the officers thereof and independent accountants therefor (provided Borrower has the opportunity to participate in such meetings);provided that, in the absence of a continuing Event of Default, only one such inspection by such representatives shall be permitted in any fiscal year (andsuch inspection shall be at Administrative Agent’s expense). Notwithstanding anything to the contrary in this Agreement, no Company will be required todisclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter that (i) in respect of whichdisclosure to Administrative Agent (or its designated representative) is then prohibited by law or contract or (ii) is subject to attorney-client or similarprivilege or constitutes attorney work product.SECTION 9.06. Use of Proceeds; FCPA. Borrower shall use the proceeds of the Loans only for the purposes set forth in Section 8.11. No part ofthe proceeds of the Loans or Letters of Credit will be used by Borrower, directly or indirectly, and Borrower will not lend, contribute or otherwise makeavailable such proceeds to any Subsidiary, joint venture partner or other Person, in any case for the purpose of (i) any payments to any governmental officialor employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retainor direct business or obtain any improper advantage, in violation of any applicable law related to bribery or corruption, including the United States ForeignCorrupt Practices Act of 1977, as amended, (ii) funding, financing or facilitating any activities, transaction or business of or with any Person, or in anycountry or territory, that, at the time of such funding, is, subject to Sanctions or in any Designated Jurisdiction, or (iii) any other use that would result in aviolation of Sanctions by any Person (including any Person participating in the Loans or Letters of Credit hereunder, whether as underwriter, advisor,investor, or otherwise). Borrower will maintain in effect and enforce policies and procedures designed to monitor compliance by Borrower, its Subsidiariesand their respective directors, officers, employees and agents with applicable Sanctions and laws related to bribery and anti-corruption.SECTION 9.07. Compliance with Environmental Law. Borrower and its Restricted Subsidiaries shall (a) comply with Environmental Law, andwill keep or cause all Real Property to be kept free of any Liens imposed under Environmental Law, unless, in each case, failure to do so would notreasonably be expected to have a Material Adverse Effect; (b) in the event of any Hazardous Material at, on, under or emanating from any Real Propertywhich could result in liability under or a violation of any Environmental Law, in each case which would reasonably be expected to have a Material AdverseEffect, undertake, and/or cause any of their respective tenants or occupants to undertake,-98- at no cost or expense to Administrative Agent, Collateral Agent or any Lender, an appropriate response (as reasonably determined by Borrower) to suchevent; provided, however, that no Company shall be required to comply with any order or directive which is being contested in good faith and by properproceedings so long as it has maintained adequate reserves with respect to such compliance to the extent required in accordance with GAAP; and (c) at thewritten request of Administrative Agent, in its reasonable discretion, provide, at no cost or expense to Administrative Agent, Collateral Agent or any Lender,an environmental site assessment (including, without limitation, the results of any soil or groundwater or other testing conducted at Administrative Agent’srequest) concerning any Real Property now or hereafter owned, leased or operated by Borrower or any of its Restricted Subsidiaries, conducted by anenvironmental consulting firm proposed by such Credit Party and approved by Administrative Agent in its reasonable discretion indicating the presence orabsence of Hazardous Material and the potential cost of any required action in connection with any Hazardous Material on, at, under or emanating from suchReal Property; provided, however, that such request may be made only if (i) there has occurred and is continuing an Event of Default, or (ii) circumstancesexist that reasonably could be expected to form the basis of an Environmental Action against Borrower or any Restricted Subsidiary or any Real Property ofBorrower or any of its Restricted Subsidiaries which would reasonably be expected to have a Material Adverse Effect; if Borrower or any of its RestrictedSubsidiaries fails to provide the same within sixty (60) days after such request was made (or in such longer period as may be approved by AdministrativeAgent, in its reasonable discretion), Administrative Agent may but is under no obligation to conduct the same, and Borrower or its Restricted Subsidiary shallgrant and hereby grants to Administrative Agent and its agents, advisors and consultants access at reasonable times, and upon reasonable notice to Borrower,to such Real Property and specifically grants Administrative Agent and its agents, advisors and consultants an irrevocable non-exclusive license, subject tothe rights of tenants, to undertake such an assessment, all at no cost or expense to Administrative Agent, Collateral Agent or any Lender. AdministrativeAgent will use its commercially reasonable efforts to obtain from the firm conducting any such assessment usual and customary agreements to secure liabilityinsurance and to treat its work as confidential and shall promptly provide Borrower with all documents relating to such assessment.SECTION 9.08. Pledge of Property or Mortgage of Real Property.(a) Subject to compliance with applicable Gaming Laws, if, on or after the Closing Date any Credit Party shall acquire any Property (other than anyReal Property or any Property that is subject to a Lien permitted under Section 10.02(i) or Section 10.02(k) to the extent and for so long as the contract orother agreement in which such Lien is granted validly prohibits the creation of Liens securing the Obligations on such Property and to the extent suchprohibition is not superseded by the applicable provisions of the UCC), including, without limitation, pursuant to any Permitted Acquisition, or as to whichCollateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien and as to which the Security Documents are intended to cover, suchCredit Party shall (subject to any applicable provisions set forth in the Security Agreement with respect to limitations on grant of security interests in certaintypes of assets or Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such assets or Pledged Collateral) promptly (i)execute and deliver to Collateral Agent such amendments to the Security Documents or such other documents as Collateral Agent deems necessary oradvisable in order to grant to Collateral Agent, for the benefit of the Secured Parties, security interests in such Property and (ii) take all actions CollateralAgent deems necessary or advisable to grant to Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (except to the extentlimited by applicable Requirements of Law (including, without limitation, any Gaming Laws)), superior to and prior to the rights of all third Persons andsubject to no Liens, in each case, other than Permitted Liens, in each case, to the extent such actions are required by the Security Agreement.(b) If, on or after the Closing Date, any Credit Party (x) acquires, including, without limitation, pursuant to any Permitted Acquisition, a fee orleasehold interest in Real Property located in the United States which Real Property has a fair market value in excess of $75.0 million or (y) develops aFacility on any fee or leasehold interest in Real Property located in the United States which Real Property (including the reasonably anticipated fair marketvalue of the Facility or other improvements to be developed thereon) has a fair market value in excess of $150.0 million, determined on an as-developedbasis, in each case, with respect to which a Mortgage was not previously entered into in favor of Collateral Agent (in each case, other than to the extent suchReal Property is subject to a Lien permitted under Section 10.02(i) or 10.02(k) securing Indebtedness to the extent and for so long as the contract or otheragreement in which such Lien is granted validly prohibits the creation of Liens securing the Obligations on such Real Property), such Credit Party shall,subject to clause (e) below, within ninety (90) days (or such longer period that is reasonably-99- acceptable to Administrative Agent), (i) take such actions and execute such documents as Collateral Agent shall reasonably require to confirm the Lien of anexisting Mortgage, if applicable, or to create a new Mortgage on such additional Real Property and (ii) cause to be delivered to Collateral Agent, for thebenefit of the Secured Parties, all documents and instruments reasonably requested by Collateral Agent or as shall be necessary in the opinion of counsel toCollateral Agent to create on behalf of the Secured Parties a valid, perfected, mortgage Lien, subject only to Permitted Liens, including the following:(1) a Mortgage in favor of Collateral Agent, for the benefit of the Secured Parties, in form for recording in the recording office of thejurisdiction where such Mortgaged Real Property is situated, together with such other documentation as shall be required to create a valid mortgageLien under applicable law, which Mortgage and other documentation shall be reasonably satisfactory to Collateral Agent and shall be effective tocreate in favor of Collateral Agent for the benefit of the Secured Parties a valid, perfected, Mortgage Lien on such Mortgaged Real Property subjectto no Liens other than Permitted Liens;(2) with respect to each such Mortgaged Real Property, a policy or policies or marked-up unconditional binder of title insurance, asapplicable, paid for by Borrower or its Restricted Subsidiaries, issued by a nationally recognized title insurance company insuring the Lien of eachMortgage entered into pursuant to clause (1) above as a valid first Lien on the Mortgaged Real Property described therein, free of any other Liensexcept Permitted Liens, together with such customary endorsements available on commercially reasonable terms as the Collateral Agent mayreasonably request; provided, that with respect to all Mortgaged Real Property acquired for the Wynn Massachusetts Project, Borrower and itsRestricted Subsidiaries shall not be required to obtain title insurance policies related thereto in an amount greater than $1,100.0 million in theaggregate;(3) with respect to each such Mortgaged Real Property, Collateral Agent shall have received a completed “Life-of-Loan” FederalEmergency Management Agency standard flood hazard determination with respect to such Mortgaged Real Property for which a Mortgage isdelivered pursuant to clause (1) above (together with a notice about special flood hazard area status and flood disaster assistance duly executed byBorrower and the applicable Credit Party relating thereto);(4) a survey of each Mortgaged Real Property in such form as shall (x) be required by the title company to remove the standard surveyexceptions from the Title Policy with respect to such Mortgaged Real Property and (y) comply with the minimum detail requirements of theAmerican Land Title Association and locate all improvements, public streets and recorded easements affecting such Mortgaged Real Property; and(5) with respect to each Mortgage entered into pursuant to clause (1) above, opinions addressed to the Administrative Agent and theCollateral Agent for its benefit and for the benefit of the Secured Parties of (A) local counsel for Borrower or its Restricted Subsidiaries in eachjurisdiction where such Mortgaged Property is located with respect to the enforceability of each such Mortgage and other matters customarilyincluded in such opinions and (B) counsel for Borrower and its Restricted Subsidiaries regarding due authorization, execution and delivery of eachsuch Mortgage, in each case, in form and substance reasonably satisfactory to the Administrative Agent;provided, that notwithstanding the foregoing, the Credit Parties shall not be required to grant a Mortgage on (i) any leasehold interest in any Real Propertyentered into after the date hereof that has a fair market value (including the reasonably anticipated fair market value of the Facility or other improvements tobe developed thereon) of less than $300.0 million or a remaining term (including options to extend) of less than 10 years or (ii) any leasehold interest in anyReal Property if after the exercise of commercially reasonable efforts by the Credit Parties (which shall not include the payment of consideration other thanreasonable attorneys’ fees and other expenses incidental thereto), the landlord under such lease has not consented to the granting of a Mortgage.(c) Notwithstanding anything contained in Sections 9.08(a) and 9.08(b) to the contrary, in each case, it is understood and agreed that no Lien(s)and/or Mortgage(s) in favor of Collateral Agent on any after acquired Property of the applicable Credit Party shall be required to be granted or delivered atsuch time as provided in such Sections (as-100- applicable) as a result of such Lien(s) and/or Mortgage(s) being prohibited by (i) the applicable Gaming Authorities or applicable Law; provided, however,that Borrower has used its commercially reasonable efforts to obtain such approvals or (ii) Contractual Obligation (except to the extent invalidated by theapplicable provisions of the UCC).(d) With respect to Lien(s) and/or Mortgage(s) relating to any Property acquired by any Credit Party on or after the Closing Date or any Property ofany Additional Credit Party or with respect to any Guarantee of any Additional Credit Party, in each case that were not granted or delivered pursuant toSection 9.08(c) or to the second paragraph in Section 9.11, as the case may be, at such time as Borrower reasonably believes such prohibition no longerexists, Borrower shall (and with respect to any items requiring approval from Gaming Authorities, Borrower shall use commercially reasonable efforts to seekthe approval from the applicable Gaming Authorities for such Lien(s), Mortgage(s) and/or Guarantee and, if such approval is so obtained), comply withSections 9.08(a) and/or 9.08(b) or with Section 9.11, as the case may be.(e) Notwithstanding anything to the contrary contained herein or in any other Loan Document, no actions shall be required pursuant to Section9.08(b) with respect to any Real Property until May 31, 2015, after which time the Credit Parties shall have ninety (90) days (or such longer period that isreasonably acceptable to Administrative Agent) to satisfy the requirements of Section 9.08(b) with respect to any Real Property previously acquired.SECTION 9.09. Security Interests; Further Assurances. Each Credit Party shall, promptly, upon the reasonable request of Collateral Agent, andso long as such request (or compliance with such request) does not violate any Gaming Law (or, if such request is subject to an approval by the GamingAuthority, Borrower hereby agrees to use commercially reasonable efforts to obtain such approval), at Borrower’s expense, execute, acknowledge and deliver,or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriategovernmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by Collateral Agentreasonably necessary or desirable to create, protect or perfect or for the continued validity, perfection and priority of the Liens on the Collateral covered orpurported to be covered thereby (subject to any applicable provisions set forth in the Security Agreement with respect to limitations on grant of securityinterests in certain types of Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and anyapplicable Requirements of Law including, without limitation, any Gaming Laws) subject to no Liens other than Permitted Liens; provided that,notwithstanding anything to the contrary herein or in any other Credit Document, in no event shall any Company be required to enter into controlagreements with respect to its deposit accounts, securities accounts or commodity accounts. In the case of the exercise by Collateral Agent or the Lenders orany other Secured Party of any power, right, privilege or remedy pursuant to any Credit Document following the occurrence and during the continuation ofan Event of Default which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, Borrower and each ofits Restricted Subsidiaries shall use commercially reasonable efforts to promptly execute and deliver all applications, certifications, instruments and otherdocuments and papers that Collateral Agent or the Lenders may be so required to obtain.SECTION 9.10. Wynn Las Vegas Reorganization. Borrower shall use commercially reasonable efforts to cause the Wynn Las VegasReorganization to occur; provided that immediately prior to giving effect to the consummation of the Wynn Las Vegas Reorganization, the aggregateamount of Indebtedness outstanding at Wynn Las Vegas and its Restricted Subsidiaries shall not exceed an amount equal to the sum of (a) the principalamount of the Wynn Las Vegas 2020 Notes as of the Closing Date, (b) the principal amount of any additional Indebtedness incurred substantiallyconcurrently with the repayment or refinancing of all or a portion of the Wynn Las Vegas 2020 Notes, and (c) 105% of all Indebtedness (other than the WynnLas Vegas 2020 Notes) outstanding at Wynn Las Vegas and its Restricted Subsidiaries as of the Closing Date.SECTION 9.11. Additional Credit Parties. Upon (i) any Credit Party creating or acquiring any Subsidiary that is a Wholly Owned RestrictedSubsidiary (other than any Excluded Subsidiary) after the Closing Date, (ii) any Wholly Owned Restricted Subsidiary of a Credit Party ceasing to be anExcluded Subsidiary (including, without limitation, an Immaterial Subsidiary being designated pursuant to Section 9.13 as an Excluded ImmaterialSubsidiary) or (iii) any Revocation that results in an Unrestricted Subsidiary becoming a Wholly Owned Restricted Subsidiary (other than any ExcludedSubsidiary) of a Credit Party (such Wholly Owned Restricted Subsidiary referenced in clause (i), (ii) or (iii) above, an “Additional Credit Party”), such CreditParty shall, assuming and to the extent that it does-101- not violate any Gaming Law or assuming and to the extent it obtains the approval of the Gaming Authority to the extent such approval is required byapplicable Gaming Laws (which Borrower hereby agrees to use commercially reasonable efforts to obtain), (A) cause each such Wholly Owned RestrictedSubsidiary to promptly (but in any event within 45 days (or 95 days, in the event of any Discharge of any Indebtedness in connection with the acquisition ofany such Subsidiary) after the later of such event described in clause (i), (ii) or (iii) above or receipt of such approval (or such longer period of time asAdministrative Agent may agree to in its sole discretion), execute and deliver all such agreements, guarantees, documents and certificates (including JoinderAgreements, any amendments to the Credit Documents, lien searches and a Perfection Certificate) as Administrative Agent may reasonably request in order tohave such Wholly Owned Restricted Subsidiary become a Guarantor and (B)(I) execute and deliver to Collateral Agent such amendments to or additionalSecurity Documents as Collateral Agent deems necessary or advisable in order to grant to Collateral Agent for the benefit of the Secured Parties, a perfectedsecurity interest in the Equity Interests of such Additional Credit Party which are owned by any Credit Party and required to be pledged pursuant to theSecurity Agreement, (II) deliver to Collateral Agent the certificates (if any) representing such Equity Interests together with in the case of such EquityInterests, undated stock powers endorsed in blank, (III) cause such Additional Credit Party to take such actions necessary or advisable (including executingand delivering a Joinder Agreement) to grant to Collateral Agent for the benefit of the Secured Parties, a perfected security interest in the collateral describedin (subject to any requirements set forth in the Security Agreement with respect to limitations on grant of security interests in certain types of assets orPledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and excluding acts with respect toperfection of security interests and Liens not required under, or excluded from the requirements under, the Security Agreement) the Security Agreement andall other Property (limited, in the case of any first-tier Foreign Subsidiary or CFC Holdco, to 65% of the voting Equity Interests and 100% of the non-votingEquity Interests of such Foreign Subsidiary or CFC Holdco) of such Additional Credit Party in accordance with the provisions of Section 9.08 hereof withrespect to such Additional Credit Party, or as necessary under applicable law or as may be reasonably requested by Collateral Agent, and (IV) deliver toCollateral Agent all legal opinions reasonably requested by Collateral Agent with respect to such Additional Credit Party relating to the matters describedabove covering matters similar to those covered in the opinions delivered on the Closing Date; provided, however, that Borrower shall use its commerciallyreasonable efforts to obtain such approvals for any Mortgage(s) and Lien(s) (including pledge of the Equity Interests of such Subsidiary) to be granted bysuch Additional Credit Party and for the Guarantee of such Additional Credit Party as soon as reasonably practicable; provided, further, that, solely withrespect of the Wynn Las Vegas Entities (including the Wynn Las Vegas Pledge), the requirements of subclause (B) above shall be subject to the limitations inany then outstanding Wynn Las Vegas Notes (provided, however, that (i) with respect to the Wynn Las Vegas Entities, the Borrower shall comply with therequirements of subclause (B) above to the maximum extent permitted by any then outstanding Wynn Las Vegas Notes, including, without limitation,Section 4.09 of the indenture governing the Wynn Las Vegas 2023 Notes and (ii) in connection with the Borrower’s compliance with clause (i) of thisproviso, (x) the Borrower and the Administrative Agent shall amend or otherwise modify, without the consent of any other party, the Security Documents tothe extent necessary to effectuate such compliance) and (y) the Administrative Agent shall enter into such intercreditor agreements (in forms reasonablysatisfactory to the Adminsitrative Agent) with respect to the Wynn Las Vegas Pledge with the holders of the Wynn Las Vegas Notes to the extent necessary toeffectuate such complaince. All of the foregoing actions shall be at the sole cost and expense of the Credit Parties.Notwithstanding the foregoing in this Section 9.11 to the contrary, it is understood and agreed that no Lien(s), Mortgage(s) and/or Guarantee of theapplicable Additional Credit Party shall be required to be granted or delivered at such time as provided in the paragraph above in this Section 9.11 as a resultof such Lien(s), Mortgage(s) and/or Guarantee being prohibited (i) by the applicable Gaming Authorities, any other applicable Governmental Authorities orapplicable Law; provided, however, that Borrower has used its commercially reasonable efforts to obtain such approvals for such Lien(s), Mortgage(s) and/orGuarantee or (ii) any Contractual Obligation (except to the extent superseded by the applicable provisions of the UCC).SECTION 9.12. Limitation on Designations of Unrestricted Subsidiaries.(a) Borrower may, on or after the earlier of the Wynn Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, designate anySubsidiary of Borrower (other than a Subsidiary of Borrower which owns one or more Principal Assets) as an “Unrestricted Subsidiary” under this Agreement(a “Designation”) only if:-102- (i) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to suchDesignation;(ii) Borrower would be permitted under this Agreement to make an Investment at the time of Designation (assuming the effectiveness ofsuch Designation) in an amount (the “Designation Amount”) equal to the sum of (A) the fair market value of the Equity Interest of such Subsidiaryowned by Borrower and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed toBorrower and the Restricted Subsidiaries on such date; and(iii) after giving effect to such Designation, (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratiocalculated on a Pro Forma Basis shall not exceed 2.50 to 1.00 as of the most recent Calculation Date and (y) from and after the Initial Test Date,Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recentCalculation Date.Upon any such Designation, Borrower and its Restricted Subsidiaries shall be deemed to have made an Investment in such Unrestricted Subsidiary inan amount equal to the Designation Amount.(b) Borrower may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”), whereupon such Subsidiary shall thenconstitute a Restricted Subsidiary, if:(i) no Default or Event of Default shall have occurred and be continuing at the time and immediately after giving effect to suchRevocation;(ii) after giving effect to such Revocation, (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratiocalculated on a Pro Forma Basis shall not exceed 2.50 to 1.00 as of the most recent Calculation Date and (y) from and after the Initial Test Date,Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recentCalculation Date; and(iii) all Liens and Indebtedness of such Unrestricted Subsidiary and its Subsidiaries outstanding immediately following such Revocationwould, if incurred at the time of such Revocation, have been permitted to be incurred for all purposes of this Agreement.(c) All Designations and Revocations occurring after the Closing Date must be evidenced by an Officer’s Certificate of Borrower delivered toAdministrative Agent with the Responsible Officer so executing such certificate certifying compliance with the foregoing provisions of Section 9.12(a) (inthe case of any such Designations) and of Section 9.12(b) (in the case of any such Revocations).(d) If Borrower designates a Guarantor as an Unrestricted Subsidiary in accordance with this Section 9.12, the Obligations of such Guarantor underthe Credit Documents shall terminate and be of no further force and effect and all Liens granted by such Guarantor under the applicable Security Documentsshall terminate and be released and be of no further force and effect, and all Liens on the Equity Interests and debt obligations of such Guarantor shall beterminated and released and of no further force and effect, in each case, without any action required by Administrative Agent or Collateral Agent. AtBorrower’s request, Administrative Agent and Collateral Agent will execute and deliver any instrument evidencing such termination and Collateral Agentshall take all actions appropriate in order to effect such termination and release of such Liens and without recourse or warranty by Collateral Agent (includingthe execution and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effectsuch release). Any such foregoing actions taken by Administrative Agent and/or Collateral Agent shall be at the sole cost and expense of Borrower.-103- SECTION 9.13. Limitation on Designation of Immaterial Subsidiaries.(a) If for any reason the aggregate fair market value of the assets of all the Immaterial Subsidiaries exceeds the Immaterial Subsidiary ThresholdAmount, then, promptly after the occurrence of such event that causes the aggregate fair market value of all Immaterial Subsidiaries to exceed the ImmaterialSubsidiary Threshold Amount, Borrower shall designate (an “Excluded Designation”) one or more Immaterial Subsidiaries as no longer constitutingImmaterial Subsidiaries for all purposes of this Agreement (an “Excluded Immaterial Subsidiary”) as may be necessary to ensure that the ImmaterialSubsidiary Threshold is satisfied. Borrower may redesignate (a “Redesignation”) an Excluded Immaterial Subsidiary as constituting an Immaterial Subsidiaryfor purposes of this Agreement so long as such redesignated Excluded Immaterial Subsidiary is in compliance with the requirements of the definition ofImmaterial Subsidiary and such Redesignation does not cause or otherwise result in the aggregate fair market value of the assets of all Immaterial Subsidiaries(after giving effect to the Redesignation of the Excluded Immaterial Subsidiary as an Immaterial Subsidiary) to exceed the Immaterial Subsidiary ThresholdAmount. For purposes of this Section 9.13(a), fair market value shall be determined as of the most recent Calculation Date.(b) Any such Excluded Designation or Redesignation must be evidenced by an Officer’s Certificate of Borrower delivered to Administrative Agentwith the Responsible Officer executing such certificate certifying compliance with the foregoing provisions of Section 9.13(a).(c) If Borrower redesignates an Excluded Immaterial Subsidiary as an Immaterial Subsidiary in accordance with this Section 9.13, so long as noDefault or Event of Default exists, the Obligations of such Excluded Immaterial Subsidiary (as a Guarantor) under the Credit Documents shall terminate andbe of no further force and all Liens granted by such Excluded Immaterial Subsidiary (as a Guarantor) under the applicable Security Documents shall terminateand be released and be of no further force and effect, in each case, without any action required by Administrative Agent or Collateral Agent. At Borrower’srequest, Administrative Agent and Collateral Agent will execute and deliver any instrument evidencing such termination and Collateral Agent shall take allactions appropriate in order to effect the termination and release of such Lien and without recourse or warranty by Collateral Agent (including the executionand delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release).Any such foregoing actions taken by Administrative Agent and/or Collateral Agent shall be at the sole cost and expense of Borrower.SECTION 9.14. Wynn Las Vegas Distributions. From and after the occurrence of the Wynn Las Vegas Reorganization and until the Wynn LasVegas 2020 and 2022 Note Repayment and to the maximum extent permitted by the Wynn Las Vegas Notes and other Contractual Obligations andapplicable law, Borrower shall cause Wynn Las Vegas to distribute to Borrower or such other Credit Parties on a quarterly basis all unrestricted cash and CashEquivalents held by the Wynn Las Vegas Subsidiaries that are Restricted Subsidiaries other than such unrestricted cash and cash equivalents that in the goodfaith determination of Wynn Las Vegas is necessary or advisable to maintain with such Wynn Las Vegas Subsidiaries for general corporate purposes,including without limitation anticipated future Capital Expenditures.SECTION 9.15. Ratings. Borrower shall use commercially reasonable efforts to obtain ratings from each of Moody’s and S&P for the Term FacilityLoans prior to the date that is 270 days after the Closing Date.ARTICLE X. NEGATIVE COVENANTSEach Credit Party, for itself and on behalf of its Restricted Subsidiaries, covenants and agrees with the Administrative Agent, Collateral Agent andLenders that until the Obligations have been Paid in Full (and each Credit Party covenants and agrees that it will cause its Restricted Subsidiaries to observeand perform the covenants herein set forth applicable to any such Restricted Subsidiary):SECTION 10.01. Indebtedness. Borrower and its Restricted Subsidiaries will not incur any Indebtedness, except:-104- (a) Indebtedness incurred pursuant to this Agreement and the other Credit Documents;(b) Indebtedness outstanding on the Closing Date and listed on Schedule 10.01, and any Permitted Refinancings thereof;(c) Indebtedness under any Swap Contracts (including, without limitation, any Interest Rate Protection Agreements); provided that such SwapContracts are entered into for bona fide hedging activities and not for speculative purposes;(d) intercompany Indebtedness of Borrower and the Restricted Subsidiaries to Borrower or other Restricted Subsidiaries;(e) from and after the Wynn Las Vegas Reorganization, Indebtedness under the Wynn Las Vegas Notes, any other Indebtedness permitted pursuantto Section 9.10 and, if the Wynn Las Vegas 2020 Notes have not been refinanced prior to the Wynn Las Vegas Reorganization, the principal amount of anyadditional Indebtedness incurred substantially concurrently with the repayment or refinancing of all or a portion of the Wynn Las Vegas 2020 Notes and, ineach case, Permitted Refinancings thereof;(f) Indebtedness in respect of workers’ compensation claims, self-insurance obligations, performance bonds, surety appeal or similar bonds, bankguarantees, warehouse receipts, completion guarantees, letters of credit and similar instruments provided by Borrower or any of its Restricted Subsidiaries inthe ordinary course of its business (including to support Borrower’s or any of its Restricted Subsidiaries’ performance obligations, trade letters of credit andapplications for Gaming Licenses or for the purposes referenced in this clause (f));(g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficientfunds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of its incurrence;(h) Indebtedness (other than Indebtedness referred to in Section 10.01(b)) in respect of Purchase Money Obligations and Capital Lease Obligationsand refinancings or renewals thereof in an aggregate principal amount not to exceed at any time outstanding $150.0 million;(i) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;(j) guarantees by Borrower or Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred by Borrower or any Restricted Subsidiaryunder this Section 10.01;(k) Indebtedness of a Person that becomes a Subsidiary of Borrower or any of its Restricted Subsidiaries after the date hereof in connection with aPermitted Acquisition or other Acquisition permitted hereunder; provided, however, that such Indebtedness existed at the time such Person became aSubsidiary and was not created in anticipation or contemplation thereof, and Permitted Refinancings thereof;(l) (i) from and after the earlier of the Wynn Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, Permitted UnsecuredIndebtedness and Permitted Second Lien Indebtedness in an aggregate principal amount not to exceed $1.0 billion prior to the Wynn Massachusetts ProjectOpening Date and $1.5 billion from and after the Wynn Massachusetts Project Opening Date, so long as in any such case (x) prior to the Initial Test Date,immediately after giving effect to such Indebtedness, the Consolidated Senior Secured Net Leverage Ratio calculated on a Pro Forma Basis shall not exceed2.50 to 1.00 as of the most recent Calculation Date, (y) from and after the Initial Test Date, immediately after giving effect to such Indebtedness Borrowershall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recent Calculation Dateand (z) no Event of Default shall have occurred and be continuing after giving effect thereto and (ii) Permitted Refinancings of any Indebtedness incurredpursuant to clause (i) so long as (x) in the case of Permitted Refinancings of Permitted Second Lien Indebtedness, such Permitted Refinancings qualify aseither Permitted Second-105- Lien Indebtedness or Permitted Unsecured Indebtedness or (y) in the case of Permitted Refinancings of Permitted Unsecured Indebtedness, such PermittedRefinancings qualify as Permitted Unsecured Indebtedness;(m) (i) from and after the earlier of the Wynn Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, Permitted First LienIndebtedness in an aggregate principal amount not to exceed the sum of (A) $250.0 million prior to the Wynn Massachusetts Project Opening Date and$500.0 million from and after the Wynn Massachusetts Project Opening Date and (B) the aggregate principal amount of Development Financing (includingPermitted Refinancings thereof) that no longer qualifies as Development Financing pursuant to clause (B) of the definition thereof, so long as in any suchcase (x) prior to the Initial Test Date, immediately after giving effect to such Indebtedness the Consolidated Senior Secured Net Leverage Ratio shall notexceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date, (y) from and after the Initial Test Date, immediately after giving effect tosuch Indebtedness Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of themost recent Calculation Date and (z) no Event of Default shall have occurred and be continuing after giving effect thereto, and (ii) Permitted Refinancings ofany Indebtedness incurred pursuant to clause (i) so long as such Permitted Refinancings qualify as Permitted First Lien Indebtedness, Permitted Second LienIndebtedness or Permitted Unsecured Indebtedness;(n) from and after the earlier of the Wynn Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, unsecured Indebtedness ofthe kind described in clause (d) of the definition of “Indebtedness” so long as, in the case of any such Indebtedness other than earn-out obligations, at thetime of incurrence thereof, (i) no Event of Default shall have occurred and be continuing after giving effect thereto and (ii) (x) prior to the Initial Test Date,the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) fromand after the Initial Test Date, Borrower and its Restricted Subsidiaries shall be in compliance with the Financial Maintenance Covenant (whether or not thenin effect) on a Pro Forma Basis as of the most recent Calculation Date (whether or not then in effect);(o) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt;(p) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries in an aggregate principal amount not to exceed (x) prior to the earlier ofthe Wynn Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter, $100.0 million at any timeoutstanding, so long as such Indebtedness is not guaranteed by any Credit Party;(q) Indebtedness of Borrower or any Restricted Subsidiary in an aggregate principal amount not to exceed as of the time of incurrence thereof$75.0 million;(r) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;(s) Investments under Section 10.04(l), 10.04(q), 10.04(s) and 10.04(w) consisting of guarantees;(t) [Reserved];(u) Development Financing (including Permitted Refinancings thereof);(v) [Reserved];(w) Intercompany Contribution Indebtedness (it being acknowledged that Wynn Resorts may fund its obligations under the Completion Guarantyin the form of Intercompany Contribution Indebtedness); and(x) from and after the Wynn Las Vegas Reorganization, the incurrence of Indebtedness in an amount not to exceed the greater of (i) the AircraftNote and (ii) 100% of the fair market value of the Aircraft, which in either case is secured only by Liens permitted by Section 10.02(ii).-106- For purposes of determining compliance with this Section 10.01, (A) Indebtedness need not be permitted solely by reference to one category ofpermitted Indebtedness described in Sections 10.01(a) through (x) but may be permitted in part under any combination thereof and (B) in the event that anitem of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness described in Sections 10.01(a)through (x), Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof)in any manner that complies with this Section 10.01 and will only be required to include the amount and type of such item of Indebtedness (or any portionthereof) in one of the above clauses and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant toonly one of such clauses, provided, that all Indebtedness under this Agreement outstanding on the Closing Date shall at all times be deemed to have beenincurred pursuant to clause (a) of this Section 10.01 and may not be reclassified. In addition, with respect to any Indebtedness that was permitted to beincurred hereunder on the date of such incurrence, any Increased Amount of such Indebtedness shall also be permitted hereunder after the date of suchincurrence.Additionally, for purposes of determining compliance with Section 10.01, if the use of proceeds from any incurrence, issuance or assumption ofIndebtedness is to fund the refinancing of any Indebtedness, then such refinancing shall be deemed to have occurred substantially simultaneously with suchincurrence, issuance or assumption so long as (1) such refinancing occurs on the same Business Day as such incurrence, issuance or assumption, (2) if suchproceeds will be offered (through a tender offer or otherwise) to the holders of such Indebtedness to be refinanced, the proceeds thereof are deposited with atrustee, agent or other representative for such holders pending the completion of such offer on the same Business Day as such incurrence, issuance orassumption (and such proceeds are ultimately used in the consummation of such offer or otherwise used to refinance Indebtedness), (3) if such proceeds willbe used to fund the redemption, discharge or defeasance of such Indebtedness to be refinanced, the proceeds thereof are deposited with a trustee, agent orother representative for such Indebtedness pending such redemption, discharge or defeasance on the same Business Day as such incurrence, issuance orassumption or (4) the proceeds thereof are otherwise set aside to fund such refinancing pursuant to procedures reasonably agreed with the AdministrativeAgent.SECTION 10.02. Liens. Neither Borrower nor any Restricted Subsidiary shall create, incur, grant, assume or permit to exist, directly or indirectly,any Lien on any Property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except (the “PermittedLiens”):(a) Liens for Taxes not yet due and payable or delinquent, or which are being contested in good faith by appropriate proceedings and for whichadequate reserves have been established in accordance with GAAP;(b) Liens in respect of property of Borrower or any Restricted Subsidiary imposed by law, which were incurred in the ordinary course of businessand do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlord’s and mechanics’ liens, maritime liens andother similar Liens arising in the ordinary course of business (i) for amounts not yet overdue for a period of ninety (90) days, (ii) for amounts that are overduefor a period in excess of ninety (90) days that are being contested in good faith by appropriate proceedings (inclusive of amounts that remain unpaid as aresult of bona fide disputes with contractors, including where the amount unpaid is greater than the amount in dispute), so long as adequate reserves havebeen established in accordance with GAAP or (iii) for amounts that are overdue for a period in excess of ninety (90) days not to exceed $10.0 million in theaggregate;(c) Liens securing Indebtedness incurred pursuant to Section 10.01(b) and listed on Schedule 10.02; provided, however, that (i) such Liens do notencumber any Property of Borrower or any Restricted Subsidiary other than (x) any such Property subject thereto on the Closing Date, (y) after-acquiredproperty that is affixed or incorporated into Property covered by such Lien and (z) proceeds and products thereof, and (ii) the amount of Indebtedness securedby such Liens does not increase, except as contemplated by Section 10.01(b);(d) easements, rights-of-way, restrictions (including zoning restrictions), covenants, conditions, encroachments, protrusions and other similarcharges or encumbrances, and minor title deficiencies on or with respect to any Real Property, in each case whether now or hereafter in existence, not (i)securing Indebtedness and (ii) individually or in the aggregate materially interfering with the conduct of the business of Borrower and its RestrictedSubsidiaries, taken as a whole;-107- (e) Liens arising out of judgments or awards not resulting in an Event of Default;(f) Liens (other than any Lien imposed by ERISA) (i) imposed by law or deposits made in connection therewith in the ordinary course of businessin connection with workers’ compensation, unemployment insurance and other types of social security, (ii) incurred in the ordinary course of business tosecure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases,government contracts, trade contracts, rental obligations (limited, in the case of rental obligations, to security deposits and deposits to secure obligations fortaxes, insurance, maintenance and similar obligations), utility services, performance and return of money bonds and other similar obligations (exclusive ofobligations for the payment of borrowed money), (iii) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums toinsurance carriers or (iv) Liens on deposits made to secure Borrower’s or any of its Subsidiaries’ Gaming License applications or to secure the performance ofsurety or other bonds issued in connection therewith; provided, however, that to the extent such Liens are not imposed by Law, such Liens shall in no eventencumber any Property other than cash and Cash Equivalents or, in the case of clause (iii), proceeds of insurance policies;(g) Leases with respect to the assets or properties of any Credit Party or its respective Subsidiaries (including Leases of any portion of any Facilityto persons who, either directly or through Affiliates of such persons, intend to operate or manage nightclubs, bars, restaurants, recreation areas, spas, pools,exercise or gym facilities, or entertainment or retail venues or similar, related or other establishments or facilities within any Facility), in each case enteredinto in the ordinary course of such Credit Party’s or Subsidiary’s business so long as each of the Leases entered into after the date hereof with respect to RealProperty constituting Collateral (for purposes of clarification, excluding any such Leases on Real Property acquired in connection with an Acquisition(including the Wynn Las Vegas Reorganization)) are subordinate in all respects to the Liens granted and evidenced by the Security Documents and do not,individually or in the aggregate, (x) interfere in any material respect with the ordinary conduct of the business of the Credit Parties and their respectiveSubsidiaries, taken as a whole, or (y) materially impair the use (for its intended purposes) or the value of the Properties of the Credit Parties and theirrespective Subsidiaries, taken as a whole; provided that upon the request of Borrower, the Collateral Agent shall enter into a customary subordination andnon-disturbance and attornment agreement in connection with any such Lease;(h) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Borrower or suchRestricted Subsidiary in the ordinary course of business;(i) Liens arising pursuant to Purchase Money Obligations or Capital Lease Obligations (and refinancings or renewals thereof), in each case,incurred pursuant to Section 10.01(h); provided, however, that (i) the Indebtedness secured by any such Lien (including refinancings thereof) does notexceed 100% of the cost of the property being acquired, constructed, improved or leased at the time of the incurrence of such Indebtedness plus, the fees andexpenses related thereto (plus, in the case of refinancings, accrued interest on the Indebtedness refinanced and fees and expenses relating thereto) and (ii) anysuch Liens attach only to the property being financed pursuant to such Purchase Money Obligations or Capital Lease Obligations (or in the case ofrefinancings which were previously financed pursuant to such Purchase Money Obligations or Capital Lease Obligations) (and directly related assets,including proceeds and replacements thereof and proceeds of such financing and any account solely used to hold such proceeds) and do not encumber anyother Property of Borrower or any Restricted Subsidiary (it being understood that all Indebtedness to a single lender shall be considered to be a singlePurchase Money Obligation, whether drawn at one time or from time to time but that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender and incurred under Section 10.01(h));(j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or moreaccounts maintained by Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks withwhich such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, includingthose involving pooled accounts and netting arrangements; provided, however, that, unless such Liens are non-consensual and arise by operation of law, inno case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;-108- (k) Liens on assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with Borrower or any RestrictedSubsidiary (and not created in connection with or in anticipation or contemplation thereof); provided, however, that such Liens do not extend to assets notsubject to such Liens at the time of acquisition (other than improvements and attachments thereon, accessions thereto and proceeds thereof) and are no morefavorable to the lienholders than the existing Lien;(l) in addition to Liens otherwise permitted by this Section 10.02, other Liens incurred with respect to any Indebtedness or other obligations ofBorrower or any of its Subsidiaries; provided, however, that (A) the aggregate principal amount of such Indebtedness secured by such Liens shall not exceedas of the time of incurrence $75.0 million in the aggregate, and (B) any such Liens on Collateral shall be junior or otherwise subordinated in all respects toany Liens in favor of Collateral Agent on any of the Collateral to the reasonable satisfaction of Administrative Agent;(m) licenses of Intellectual Property granted by Borrower or any Restricted Subsidiary in the ordinary course of business and not interfering in anymaterial respect with the ordinary conduct of the business of Borrower and its Restricted Subsidiaries, taken as a whole;(n) Liens pursuant to the Credit Documents, including, without limitation, Liens related to Cash Collateralizations;(o) Liens associated with the Wynn Las Vegas Pledge;(p) Liens arising under applicable Gaming Laws; provided, however, that no such Lien constitutes a Lien securing repayment of Indebtedness forborrowed money;(q) (i) Liens pursuant to leases entered into for the purpose of, or with respect to, operating or managing Facilities, which Liens are limited to theleased property under the applicable lease and granted to the landlord under such lease for the purpose of securing the obligations of the tenant under suchlease to such landlord and (ii) Liens on cash and Cash Equivalents (and on the related escrow accounts or similar accounts, if any) required to be paid to thelessors (or lenders to such lessors) under such leases or maintained in an escrow account or similar account pending application of such proceeds inaccordance with the applicable lease;(r) Liens to secure Indebtedness incurred pursuant to Section 10.01(p); provided that such Liens do not encumber any Property of Borrower or anyRestricted Subsidiary other than any Foreign Subsidiary;(s) Prior Mortgage Liens with respect to the applicable Mortgaged Real Property;(t) Liens on cash and Cash Equivalents deposited to Discharge, redeem or defease Indebtedness that was permitted to so be repaid;(u) Liens arising from precautionary UCC financing statements filings regarding operating leases or consignment of goods entered into in theordinary course of business;(v) Liens on the Collateral securing (i) Permitted First Lien Indebtedness permitted under Section 10.01(m) or Permitted First Priority RefinancingDebt and, in each case, subject to the Pari Passu Intercreditor Agreement or (ii) Permitted Second Lien Indebtedness permitted under Sections 10.01(l) or10.01(m) or Permitted Second Priority Refinancing Debt and, in each case, subject to the Second Lien Intercreditor Agreement (as “Second Priority Liens”);(w) [Reserved];(x) Liens solely on any cash earnest money deposits made by Borrower or any of its Subsidiaries in connection with any letter of intent or purchaseagreement in respect of a Permitted Acquisition or Investment (including any other Acquisition) not prohibited by this Agreement;-109- (y) in the case of any non-Wholly Owned Subsidiary or Joint Venture, any put and call arrangements or restrictions on disposition related to itsEquity Interests set forth in its organizational documents or any related joint venture or similar agreement and, in the case of any Joint Venture, Liens on itsEquity Interests securing obligations of such joint ventures;(z) Liens arising in connection with transactions relating to the selling, factoring or discounting of accounts receivable in the ordinary course ofbusiness;(aa) licenses, leases or subleases granted to other Persons not materially interfering with the conduct of the business of Borrower and itsSubsidiaries taken as a whole;(bb) any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement permitted by this Agreement;(cc) Liens securing obligations of any Person in respect of employee deferred compensation and benefit plans in connection with “rabbi trusts” orother similar arrangements;(dd) Liens securing obligations in respect of trade-related letters of credit, bank guarantees or similar obligations permitted underSection 10.01 and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bank guarantees or similarobligations and the proceeds and products thereof;(ee) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee orbankers’ acceptance issued or created for the account of Borrower or any Subsidiary in the ordinary course of business; provided that such Lien secures onlythe obligations of Borrower or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted underSection 10.01;(ff) Liens arising pursuant to Indebtedness incurred pursuant to Section 10.01(u) in an aggregate principal amount not to exceed $250.0 million atany time outstanding, at the direction of Borrower subject to the Pari Passu Intercreditor Agreement or the Second Lien Intercreditor Agreement, as may beapplicable;(gg) Liens on the Aircraft Assets to secure Indebtedness of World Travel, LLC, which is permitted to be incurred pursuant to Section 10.01(x);(hh) the filing of a reversion, subdivision or final map(s), record(s) of survey and/or amendments to any of the foregoing over Real Property thegross acreage and footprint of any applicable Mortgaged Real Property remains unaffected in any material respect; and(ii) from and after the disposition or lease or sublease of any interest in Real Property otherwise permitted pursuant to this Agreement, anyreciprocal easement or similar agreement entered into between Borrower or any Restricted Subsidiary and the acquirer or holder of such interest.In connection with the granting of Liens of the types described in this Section 10.02 by Borrower of any of its Restricted Subsidiaries,Administrative Agent and Collateral Agent shall be authorized to take any actions deemed appropriate by it in connection therewith (including, withoutlimitation, by entering into or amending appropriate lien subordination or intercreditor agreements). For purposes of determining compliance with thisSection 10.02, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens described inSections 10.02(a) through (ii) but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness(or any portion thereof) meets the criteria of one or more of the categories of permitted Liens described in Sections 10.02(a) through (ii), Borrower shall, in itssole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in anymanner that complies with this covenant and will only be required to include the amount and type of such Lien or such item of Indebtedness (or any portionthereof) secured by such Lien in one of the above clauses and such Lien-110- securing such item of Indebtedness (or any portion thereof) will be treated as being incurred or existing pursuant to only one of such clauses. In addition, withrespect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shallalso be permitted to secure any Increased Amount of such Indebtedness.SECTION 10.03. Reserved.SECTION 10.04. Investments, Loans and Advances. Neither Borrower nor any Restricted Subsidiary will, directly or indirectly, make anyInvestment, except for the following:(a) Investments outstanding on the Closing Date and identified on Schedule 10.04 and any Investments received in respect thereof without thepayment of additional consideration (other than through the issuance of or exchange of Qualified Capital Stock);(b) Investments in cash and Cash Equivalents (including Investments that were Cash Equivalents when made);(c) Borrower may enter into Swap Contracts to the extent permitted by Section 10.01(c);(d) Investments (i) by Borrower in any Restricted Subsidiary, (ii) by any Restricted Subsidiary in Borrower and (iii) by a Restricted Subsidiary inanother Restricted Subsidiary; provided that, in each case, any intercompany loan (it being understood and agreed that intercompany receivables or advancesmade in the ordinary course of business do not constitute loans) in excess of $20.0 million individually shall be evidenced by a promissory note and, to theextent that the payee, holder or lender of such intercompany loan is a Credit Party, such promissory note shall be pledged (and delivered) by such CreditParty to Collateral Agent on behalf of the Secured Parties;(e) Borrower and its Restricted Subsidiaries may sell or transfer assets to the extent permitted by Section 10.05;(f) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon thebankruptcy or insolvency of such trade creditors or customers or in settlement of delinquent or overdue accounts in the ordinary course of business;(g) Investments made by Borrower or any Restricted Subsidiary with, or as a result of, consideration received in connection with an Asset Salemade in compliance with Section 10.05;(h) Investments made to officers, directors and employees in the ordinary course of business not to exceed $10.0 million in the aggregate at anytime outstanding;(i) Permitted Acquisitions;(j) accounts receivable, security deposits, prepayments (including prepayments of expenses), credits and extensions of trade credit (including togaming customers) in the ordinary course of business;(k) Investments resulting from pledges and deposits permitted under Section 10.02;(l) in addition to Investments otherwise permitted by this Section 10.04, from and after the earlier of the Wynn Las Vegas Reorganization and theWynn Massachusetts Project Opening Date, Investments by Borrower or any of its Restricted Subsidiaries; provided that (i) the amount of such Investmentsto be made pursuant to this Section 10.04(l) do not exceed the Available Amount determined at the time such Investment is made, (ii) immediately before andafter giving effect thereto, no Event of Default has occurred and is continuing and (iii) (x) prior to the Initial Test Date, the Consolidated Senior Secured NetLeverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial Test Date,Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recentCalculation-111- Date; provided that if any Investment pursuant to this clause (l) is made in any person that is not a Restricted Subsidiary of Borrower at the date of the makingof such Investment and such person becomes a Restricted Subsidiary of Borrower after such date, such Investment shall, upon the election of Borrower,thereafter be deemed to have been made pursuant to clause (d) above and shall cease to have been made pursuant to this clause (l) for so long as such personcontinues to be a Restricted Subsidiary of Borrower;(m) Intentionally Omitted;(n) payments with respect to any Qualified Contingent Obligations, so long as, at the time such Qualified Contingent Obligation was incurred or, ifearlier, the agreement to incur such Qualified Contingent Obligations was entered into, such Investment was permitted under this Agreement;(o) Investments of a Restricted Subsidiary acquired after the Closing Date or of a Person merged or consolidated with or into Borrower or aRestricted Subsidiary, in each case in accordance with the terms of this Agreement to the extent that such Investments were not made in contemplation of orin connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;(p) Investments in the nature of pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business;(q) from and after the earlier of the Wynn Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, Investments inUnrestricted Subsidiaries in an amount as of the time of incurrence not to exceed $100.0 million (plus (x) the amounts received by Borrower and itsRestricted Subsidiaries with respect to such Investments (including with respect to contracts related to such Investments and including principal, interest,dividends, distributions, sale proceeds, payments under contracts relating to such Investments or other amounts), and (y) reductions in the amount of suchInvestments as provided in the definition of “Investment”);(r) the occurrence of a Reverse Trigger Event under any applicable Transfer Agreement;(s) from and after the earlier of the Wynn Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, so long as immediatelybefore and after giving effect thereto no Event of Default has occurred and is continuing and (x) prior to the Initial Test Date, the Consolidated SeniorSecured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial TestDate, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recentCalculation Date, Borrower and its Restricted Subsidiaries may make Investments in an aggregate amount not in excess of an amount equal to $225.0 million(plus the amounts received by Borrower and its Restricted Subsidiaries with respect to such Investments (including with respect to contracts related to suchInvestments and including principal, interest, dividends, distributions, sale proceeds, payments under contracts relating to such Investments or otheramounts)) minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amount of Junior Prepayments madepursuant to Section 10.09(a)(i); provided that if any Investment pursuant to this clause (s) is made in any person that is not a Restricted Subsidiary ofBorrower at the date of the making of such Investment and such person becomes a Restricted Subsidiary of Borrower after such date, such Investment shall,upon the election of Borrower, thereafter be deemed to have been made pursuant to clause (d) above and shall cease to have been made pursuant to thisclause (s) for so long as such person continues to be a Restricted Subsidiary of Borrower;(t) Investments to the extent that payment for such Investments is made with (or such Investments are received substantially contemporaneously inexchange for) Qualified Capital Stock of Borrower or any parent entity of Borrower;(u) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit andUniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices;-112- (v) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing or other arrangements with otherpersons in the ordinary course of business; and(w) Investments in Joint Ventures established to develop or operate nightclubs, bars, restaurants, recreation, exercise or gym facilities, orentertainment or retail venues or similar, related or other establishments or facilities within any Facility not to exceed as of the time of incurrence in theaggregate (x) prior to the earlier of the Wynn Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter$100.0 million (in each case plus the amounts received by Borrower and its Restricted Subsidiaries with respect to such Investments (including with respectto contracts related to such Investments and including principal, interest, dividends, distributions, sale proceeds, payments under contracts relating to suchInvestments or other amounts));(x) Borrower and its Restricted Subsidiaries may make Investments in an aggregate amount not in excess of an amount equal to $50.0 million (plusthe amounts received by Borrower and its Restricted Subsidiaries with respect to such Investments (including with respect to contracts related to suchInvestments and including principal, interest, dividends, distributions, sale proceeds, payments under contracts relating to such Investments or otheramounts)) minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Junior Prepayments madepursuant to Section 10.09(i); provided that if any Investment pursuant to this clause (x) is made in any person that is not a Subsidiary of Borrower at the dateof the making of such Investment and such person becomes a Subsidiary of Borrower after such date, such Investment shall, upon the election of Borrower,thereafter be deemed to have been made pursuant to clause (d) above and shall cease to have been made pursuant to this clause (x) for so long as such personcontinues to be a Subsidiary of Borrower; and(y) in addition to Investments otherwise permitted by this Section 10.04, Investments by Borrower or any of its Restricted Subsidiaries; providedthat the amount of such Investments to be made pursuant to this Section 10.04(y) do not exceed the Available Equity Amount determined at the time suchInvestment is made; provided that if any Investment pursuant to this clause (y) is made in any person that is not a Restricted Subsidiary of Borrower at thedate of the making of such Investment and such person becomes a Restricted Subsidiary of Borrower after such date, such Investment shall, upon the electionof Borrower, thereafter be deemed to have been made pursuant to clause (d) above and shall cease to have been made pursuant to this clause (y) for so long assuch person continues to be a Restricted Subsidiary of Borrower.Any Investment in any person other than a Restricted Subsidiary that is otherwise permitted by this Section 10.04 may be made throughintermediate Investments in Subsidiaries that are not Restricted Subsidiaries and such intermediate Investments shall be disregarded for purposes ofdetermining the outstanding amount of Investments pursuant to any clause set forth above. The amount of any Investment made other than in the form ofcash or cash equivalents shall be the fair market value thereof (as determined by Borrower in good faith) valued at the time of the making thereof, and withoutgiving effect to any subsequent write-downs or write-offs thereof.SECTION 10.05. Mergers, Consolidations and Sales of Assets. Neither Borrower nor any Restricted Subsidiary will wind up, liquidate or dissolveits affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to theextent in compliance with the applicable provisions of the Security Agreement)), or convey, sell, lease or sublease (as lessor or sublessor), transfer orotherwise dispose of all or substantially all of its business, property or assets, except for:(a) Capital Expenditures by Borrower and the Restricted Subsidiaries;(b) Sales or dispositions of used, worn out, obsolete or surplus Property or Property no longer useful in the business of Borrower by Borrower andthe Restricted Subsidiaries in the ordinary course of business and the abandonment or other sale of Intellectual Property that is, in the reasonable judgment ofBorrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and its Restricted Subsidiaries taken as awhole; and the termination or assignment of Contractual Obligations to the extent such termination or assignment does not have a Material Adverse Effect;-113- (c) Asset Sales by Borrower or any Restricted Subsidiary; provided that (i) at the time of such Asset Sale, no Event of Default then exists or wouldarise therefrom, (ii) Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of (x) cash or CashEquivalents or (y) Permitted Business Assets (in each case, free and clear of all Liens at the time received other than Permitted Liens) (it being understood thatfor the purposes of clause (c)(ii)(x), the following shall be deemed to be cash: (A) any liabilities (as shown on Borrower’s or such Restricted Subsidiary’s mostrecent balance sheet provided hereunder or in the footnotes thereto) of Borrower or such Restricted Subsidiary, other than liabilities that are by their termssubordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which all of itsRestricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Restricted Subsidiary fromsuch transferee that are converted by such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) withinone hundred and eighty (180) days following the closing of the applicable disposition, (C) any Designated Non-Cash Consideration received in respect ofsuch disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C)that is at that time outstanding, not in excess of $75.0 million, with the fair market value of each item of Designated Non-Cash Consideration being measuredat such date of receipt or such agreement, as applicable, and without giving effect to subsequent changes in value) and (iii) the Net Available Proceedstherefrom shall be applied as specified in Section 2.10(a)(iii);(d) Liens permitted by Section 10.02, Investments may be made to the extent permitted by Sections 10.04 and Restricted Payments may be made tothe extent permitted by Section 10.06;(e) Borrower and the Restricted Subsidiaries may dispose of cash and Cash Equivalents;(f) Borrower and the Restricted Subsidiaries may lease (as lessor or sublessor) real or personal property to the extent permitted under Section 10.02;(g) licenses and sublicenses by Borrower or any of its Restricted Subsidiaries of software and Intellectual Property in the ordinary course ofbusiness shall be permitted;(h) (A) Borrower or any Restricted Subsidiary may transfer or lease property to or acquire or lease property from Borrower or any RestrictedSubsidiary; provided that the sum of (x) the aggregate fair market value of all Property transferred by Borrower and Domestic Subsidiaries of Borrower thatare Restricted Subsidiaries to Foreign Subsidiaries of Borrower under this clause (A) plus (y) all lease payments made by Borrower and Domestic Subsidiariesof Borrower that are Restricted Subsidiaries to Foreign Subsidiaries of Borrower in respect of leasing of property by Borrower and Domestic Subsidiaries ofBorrower that are Restricted Subsidiaries from Foreign Subsidiaries shall not exceed in any fiscal year of Borrower, (x) prior to the earlier of the Wynn LasVegas Reorganization and the Wynn Massachusetts Project Opening Date, $5.0 million and (y) thereafter $25.0 million; (B) any Restricted Subsidiary maymerge or consolidate with or into Borrower (as long as Borrower is the surviving Person) or any Guarantor (as long as the surviving Person is, or becomessubstantially concurrently with such merger or consolidation, a Guarantor); (C) any Restricted Subsidiary may merge or consolidate with or into any otherRestricted Subsidiary (so long as, if either Restricted Subsidiary is a Guarantor, the surviving Person is, or becomes substantially concurrently with suchmerger or consolidation, a Guarantor); and (D) any Restricted Subsidiary may be voluntarily liquidated, voluntarily wound up or voluntarily dissolved (solong as any such liquidation or winding up does not constitute or involve an Asset Sale to any Person other than to Borrower or any other RestrictedSubsidiary or any other owner of equity interests in such Restricted Subsidiary unless such Asset Sale is otherwise permitted pursuant to this Section 10.05);provided, however, that, in each case with respect to clauses (A), (B) and (C) of this Section 10.05(h) (other than in the case of a transfer to a ForeignSubsidiary permitted under clause (A) above), the Lien on such property granted in favor of Collateral Agent under the Security Documents shall bemaintained in accordance with the provisions of this Agreement and the applicable Security Documents;(i) voluntary terminations of Swap Contracts and other assets or contracts in the ordinary course of business;(j) conveyances, sales, leases, transfers or other dispositions which do not constitute Asset Sales;-114- (k) any taking by a Governmental Authority of assets or property, or any part thereof, under the power of eminent domain or condemnation;(l) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of property subject to a Casualty Event;(m) Borrower and its Restricted Subsidiaries may make sales, transfers or other dispositions of Investments in Joint Ventures to the extent requiredby, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar bindingarrangements;(n) selling, factoring or discounting of accounts receivable (including defaulted receivables) in the ordinary course of business;(o) any merger, consolidation or amalgamation in order to effect a Permitted Acquisition;(p) any disposition of Equity Interests of a Subsidiary pursuant to an agreement or other obligation with or to a person from whom such Subsidiarywas acquired or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part ofsuch acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;(q) from and after the Wynn Las Vegas Reorganization, the transfer or sale or disposition of any Aircraft Assets; and(r) any transfer of Equity Interests of any Restricted Subsidiary or any Gaming Facility in connection with the occurrence of a Trigger Event.To the extent any Collateral is sold, transferred or otherwise disposed of as permitted by this Section 10.05 or in connection with a transactionapproved by the Required Lenders, in each case, to a Person other than a Credit Party, so long as no Event of Default exists, such Collateral (unless sold toBorrower or a Guarantor) shall, except as set forth in the proviso to Section 10.05(h), be sold, transferred or otherwise disposed of free and clear of the Lienscreated by the Security Documents, and Collateral Agent shall take all actions appropriate or reasonably requested by Borrower in order to effect theforegoing at the sole cost and expense of Borrower and without recourse or warranty by Collateral Agent (including the execution and delivery of appropriateUCC termination statements and such other instruments and releases as may be necessary and appropriate to effect such release). To the extent any such sale,transfer or other disposition results in a Guarantor no longer constituting a Subsidiary of Borrower, so long as no Event of Default exists, the Obligations ofsuch Guarantor and all obligations of such Guarantor under the Credit Documents shall terminate and be of no further force and effect, and each ofAdministrative Agent and Collateral Agent shall take such actions, at the sole expense of Borrower, as are appropriate or requested by Borrower inconnection with such termination.SECTION 10.06. Restricted Payments. Neither Borrower nor any of its Restricted Subsidiaries shall, directly or indirectly, declare or make anyRestricted Payment at any time, except, without duplication, (a) Borrower or any Restricted Subsidiary may make Restricted Payments to the extent permittedpursuant to Section 2.09(b)(ii), (b) any Restricted Subsidiary of Borrower may declare and make Restricted Payments to Borrower or any Wholly OwnedSubsidiary of Borrower which is a Restricted Subsidiary, (c) any Restricted Subsidiary of Borrower, if such Restricted Subsidiary is not a Wholly OwnedSubsidiary, may declare and make Restricted Payments in respect of its Equity Interests to all holders of such Equity Interests generally so long as Borroweror its respective Restricted Subsidiary that owns such Equity Interest or interests in the Person making such Restricted Payments receives at least itsproportionate share thereof (based upon its relative ownership of the subject Equity Interests and the terms thereof), (d) Borrower and its RestrictedSubsidiaries may engage in transactions to the extent permitted by Section 10.04 and Section 10.05, (e) Borrower and its Restricted Subsidiaries may makeRestricted Payments in respect of Disqualified Capital Stock issued in compliance with the terms hereof, (f) from and after the earlier of the Wynn Las VegasReorganization and the Wynn Massachusetts Project Opening Date, Borrower may repurchase (or make Restricted Payments in respect thereof) commonstock or common stock options (including those issued by Wynn Resorts or such other parent entity of Borrower) from present or former officers, directors oremployees (or heirs of, estates of or trusts-115- formed by such Persons) of any Company or Wynn Resorts upon the death, disability, retirement or termination of employment of such officer, director oremployee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (f)shall not exceed $10.0 million in any fiscal year of Borrower, (g) from and after the earlier of the Wynn Las Vegas Reorganization and the WynnMassachusetts Project Opening Date, Borrower and its Restricted Subsidiaries may (i) repurchase (or make Restricted Payments in respect thereof) EquityInterests (including those issued by Wynn Resorts or such other parent entity of Borrower) to the extent deemed to occur upon exercise of stock options,warrants or rights in respect thereof to the extent such Equity Interests represent a portion of the exercise price of such options, warrants or rights in respectthereof and (ii) make payments in respect of (or make Restricted Payments in respect thereof) withholding or similar taxes payable or expected to be payableby any present or former member of management, director, officer, employee, or consultant of Borrower or any of its Subsidiaries or Wynn Resorts or suchother parent entity of Borrower or family members, spouses or former spouses, heirs of, estates of or trusts formed by such Persons in connection with theexercise of stock options or grant, vesting or delivery of Equity Interests, (h) from and after the earlier of the Wynn Las Vegas Reorganization and the WynnMassachusetts Project Opening Date, Borrower and its Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of theissuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Equity Interests, or payments ordistributions to dissenting stockholders pursuant to applicable law (in each case, including with respect to Wynn Resorts or such other parent entity ofBorrower), (i) from and after the earlier of the Wynn Las Vegas Reorganization and the Wynn Massachusetts Project Opening Date, so long as immediatelybefore and after giving effect thereto no Event of Default has occurred and is continuing and (x) prior to the Initial Test Date, the Consolidated SeniorSecured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as of the most recent Calculation Date and (y) from and after the Initial TestDate, Borrower shall be in compliance on a Pro Forma Basis with the Financial Maintenance Covenant (whether or not then in effect) as of the most recentCalculation Date, Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed (i) $225.0 million, minus theaggregate amount of Junior Prepayments made pursuant to Section 10.09(a)(i) and the aggregate amount of Investments made (and as calculated) pursuant toSection 10.04(s), plus (ii) the Available Amount, (j) to the extent constituting Restricted Payments, Borrower may make payments to counterparties underSwap Contracts entered into in connection with the issuance of convertible or exchangeable debt, (k) Borrower and its Restricted Subsidiaries may make TaxPayments to the direct or indirect owners of Borrower or any of the Restricted Subsidiaries, (l) Borrower and its Restricted Subsidiaries may make RestrictedPayments in an aggregate amount not to exceed $50.0 minus the aggregate amount of Junior Prepayments made pursuant to Section 10.09(i) and theaggregate amount of Investments made (and as calculated) pursuant to Section 10.04(x) million, (m) Borrower may pay Allocable Overhead to Wynn Resortsin respect of each Qualifying Project of Borrower and its Restricted Subsidiaries, (n) Borrower may pay Management Fees and IP Licensing Fees, (o) Borrowermay make dividends or distributions to Wynn Resorts of amounts necessary for Wynn Resorts to pay amounts then due and payable under the TaxIndemnification Agreement, as in effect on the date of this Agreement; provided, however, that the aggregate amount of payments under this clause (o) shallnot exceed $20.0 million in any fiscal year of Borrower and (p) Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregateamount not to exceed the Available Equity Amount.SECTION 10.07. Transactions with Affiliates. Neither Borrower nor any of its Restricted Subsidiaries shall enter into any transaction, including,without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similarfees, with any Affiliate (other than Borrower or any Restricted Subsidiary) involving aggregate consideration in excess of $20.0 million unless suchtransaction (a) is required under this Agreement, or (b) is upon fair and reasonable terms no less favorable to Borrower or such Restricted Subsidiary, as thecase may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate (such arms’ length standard being deemed tohave been satisfied if such transaction is approved by a majority of the Disinterested Directors of Borrower); provided, however, that notwithstanding theforegoing, Borrower and its Restricted Subsidiaries (i) may enter into indemnification and employment agreements and arrangements with directors, officersand employees (including for the provision of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of,employment arrangements, equity purchase agreements, stock options and stock ownership plans), subscription agreements or similar agreement pertainingto the repurchase of Equity Interests pursuant to put/call rights or similar rights with directors, officers and employees and any employee compensation,benefit plan or arrangement, any health, disability or similar insurance plan which covers employees and, in each case any reasonable transactions pursuantthereto, (ii) may make Investments and-116- Restricted Payments permitted hereunder, (iii) from and after the earlier of the Wynn Las Vegas Reorganization and the Wynn Massachusetts Project OpeningDate, may enter into transactions with Unaffiliated Joint Ventures and Wholly Owned Subsidiaries of Unaffiliated Joint Ventures, in each case, relating to theprovision of management services, overhead, sharing of customer lists and customer loyalty programs and, so long as in the ordinary course of business, thepurchase or sale of goods, equipment, products, parts and services, (iv) may enter into agreements and other arrangements providing for the payment ofManagement Fees and IP Licensing Fees; (v) may issue, sell or transfer Equity Interests of Borrower to any parent entity, including in connection with capitalcontributions by such parent entity to Borrower or any Subsidiary; (vi) may enter into transactions undertaken for the purpose of improving the consolidatedtax efficiency of any parent entity of Borrower, Borrower and/or the Subsidiaries (provided that such transactions, taken as a whole, are not materially adverseto Borrower and the Subsidiaries (as determined by Borrower in good faith); (vi) may enter into any transaction subject to Section 13.05; (vii) may enter intoany transactions described in the Tax Indemnification Agreement or on Schedule 10.07 or any amendment thereto or replacement thereof or similararrangement to the extent such amendment, replacement or arrangement is not adverse to the Lenders when taken as a whole in any material respect (asdetermined by Borrower in good faith); (viii) may pay Allocable Overhead to Wynn Resorts in respect of each Qualifying Project of Borrower and itsRestricted Subsidiaries; (ix) from and after the Wynn Las Vegas Reorganization, the transfer or sale or other disposition (including leasing or makingavailable for use) of any Aircraft Assets; and (x) may incur any Indebtedness permitted pursuant to Section 10.01(w).SECTION 10.08. Financial Covenant.(a) Maximum Consolidated Senior Secured Net Leverage Ratio. Borrower shall not permit the Consolidated Senior Secured Net Leverage Ratioas of the last day of any fiscal quarter of Borrower commencing with the second full fiscal quarter ending after the fiscal quarter in which the WynnMassachusetts Project Opening Date occurs (the last day of such fiscal quarter, the “Initial Test Date”) to exceed 2.75 to 1.00.(b) Minimum Consolidated EBITDA. Borrower shall not permit Consolidated EBITDA as of the last day of any fiscal quarter of Borrowercommencing with the first full fiscal quarter ending after the fiscal quarter in which the Wynn Las Vegas Reorganization occurs and ending with the fiscalquarter prior to the fiscal quarter in which the Initial Test Date occurs to be less than $200.0 million.SECTION 10.09. Certain Payments of Indebtedness. None of Borrower or any of its Restricted Subsidiaries will, nor will they permit anyRestricted Subsidiary to voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof (or within one year thereof)in any manner (it being understood that payments of regularly scheduled principal and interest shall be permitted) any Disqualified Capital Stock or OtherJunior Indebtedness (including Intercompany Contribution Indebtedness) or make any payment in violation of any subordination terms or intercreditoragreement applicable to any such Indebtedness (such payments, “Junior Prepayments”), except (a) from and after the earlier of the Wynn Las VegasReorganization and the Wynn Massachusetts Project Opening Date, long as no Event of Default shall have occurred and be continuing or would resulttherefrom and (x) prior to the Initial Test Date, the Consolidated Senior Secured Net Leverage Ratio shall not exceed 2.50 to 1.00 on a Pro Forma Basis as ofthe most recent Calculation Date and (y) from and after the Initial Test Date, Borrower shall be in compliance on a Pro Forma Basis with the FinancialMaintenance Covenant (whether or not then in effect) as of the most recent Calculation Date, Borrower may make Junior Prepayments in an aggregateamount not to exceed (i) $225.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(i)(i) and the aggregate amountof Investments made (and as calculated) pursuant to Section 10.04(s), plus (ii) the Available Amount, (b) a Permitted Refinancing of any such Indebtedness(including through exchange offers and similar transactions), (c) the conversion of any such Indebtedness to Equity Interests (or exchange of any suchIndebtedness for Equity Interests) of Borrower or any direct or indirect parent of Borrower (other than Disqualified Capital Stock), (d) with respect tointercompany subordinated indebtedness, to the extent consistent with the subordination terms thereof and permitted under this Section 10.09 (other thanpursuant to this clause (d)), (e) exchanges of Indebtedness issued in private placements and resold in reliance on Regulation S or Rule 144A for Indebtednesshaving substantially equivalent terms pursuant to customary exchange offers, (f) prepayment, redemption, purchase, defeasance or satisfaction ofIndebtedness of Persons acquired pursuant to, or Indebtedness assumed in connection with, Permitted Acquisition or Investment (including any otherAcquisition) not prohibited by this Agreement, (g) Junior Prepayments made pursuant to Section 2.09(b)(ii), (h) Junior Prepayments in respect ofintercompany Indebtedness owing to Borrower or its-117- Restricted Subsidiaries will be permitted, (i) scheduled payments thereon necessary to avoid the Other Junior Indebtedness constituting “applicable highyield discount obligations” within the meaning of Section 163(i)(1) of the Code, (j) Borrower may make Junior Prepayments in an aggregate amount not toexceed $50.0 million, minus the aggregate amount of Restricted Payments made pursuant to Section 10.06(l) and the aggregate amount of Investments made(and as calculated) pursuant to Section 10.04(x), (k) prepayments, redemptions, purchases, defeasance or satisfaction of Disqualified Capital Stock with theproceeds of any issuance of Disqualified Capital Stock permitted to be issued hereunder or in exchange for Disqualified Capital Stock or other EquityInterests permitted to be issued hereunder, and (l) Borrower may make Junior Prepayments in an aggregate amount not to exceed the Available EquityAmount.SECTION 10.10. Limitation on Certain Restrictions Affecting Subsidiaries. None of Borrower or any of its Restricted Subsidiaries shall, directlyor indirectly, create any consensual encumbrance or restriction on the ability of any Restricted Subsidiary (other than any Foreign Subsidiary or ImmaterialSubsidiary) of Borrower to (a) pay dividends or make any other distributions on such Restricted Subsidiary’s Equity Interests or any other interest orparticipation in its profits owned by Borrower or any of its Restricted Subsidiaries, or pay any Indebtedness or any other obligation owed to Borrower or anyof its Restricted Subsidiaries, (b) make Investments in or to Borrower or any of its Restricted Subsidiaries, (c) transfer any of its Property to Borrower or any ofits Restricted Subsidiaries or (d) in the case of any Guarantor, guarantee the Obligations hereunder or, in the case of any Credit Party, subject its portion of theCollateral to the Liens securing the Obligations in favor of the Secured Parties, except that each of the following shall be permitted: (i) any suchencumbrances or restrictions existing under or by reason of (x) applicable Law (including any Gaming Law and any regulations, order or decrees of anyGaming Authority or other applicable Governmental Authority) or (y) the Credit Documents, (ii) restrictions on the transfer of Property, or the granting ofLiens on Property, in each case, subject to Permitted Liens, (iii) customary restrictions on subletting or assignment of any lease or sublease governing aleasehold interest of any Company, (iv) restrictions on the transfer of any Property, or the granting of Liens on Property, subject to a contract with respect toan Asset Sale or other transfer, sale, conveyance or disposition permitted under this Agreement, (v) restrictions contained in the existing Indebtedness listedon Schedule 10.01 and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as a whole and asdetermined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinanced, (vi) restrictionscontained in Indebtedness of Persons acquired pursuant to, or assumed in connection with, Permitted Acquisitions or other Acquisitions not prohibitedhereunder after the Closing Date and Permitted Refinancings thereof, provided, that the restrictive provisions in any such Permitted Refinancing, taken as awhole and as determined by Borrower in good faith, are not materially more restrictive than the restrictive provisions in the Indebtedness being refinancedand such restrictions are limited to the Persons or assets being acquired and of the Subsidiaries of such Persons and their assets, (vii) with respect to clauses(a), (b) and (c) above, restrictions contained in any Permitted Unsecured Indebtedness and Permitted Refinancings thereof, or any Permitted Second LienIndebtedness and Permitted Refinancings thereof, or any Permitted First Lien Indebtedness and Permitted Refinancings thereof, or any other Indebtednesspermitted hereunder, in each case, taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than thosecontained in this Agreement, (viii) with respect to clauses (a), (b) and (c) above, restrictions contained in any Indebtedness permitted hereunder, in each case,taken as a whole and as determined by Borrower in good faith, to the extent not materially more restrictive than those contained in this Agreement, (ix)customary restrictions in joint venture arrangements or management contracts; provided, that such restrictions are limited to the assets of such joint venturesand the Equity Interests of the Persons party to such joint venture arrangements or the assignment of such management contract, as applicable, (x) customarynon-assignment provisions or other customary restrictions arising under licenses, leases and other contracts entered into in the ordinary course of business;provided, that such restrictions are limited to the assets subject to such licenses, leases and contracts and the Equity Interests of the Persons party to suchlicenses and contracts, (xi) restrictions contained in Indebtedness of Foreign Subsidiaries incurred pursuant to Section 10.01 and Permitted Refinancingsthereof; provided that such restrictions apply only to the Foreign Subsidiaries incurring such Indebtedness and their Subsidiaries (and the assets thereof), (xii)restrictions contained in Indebtedness used to finance, or incurred for the purpose of financing (including Development Financing), Expansion CapitalExpenditures and/or Investments, Capital Expenditures or other expenditures with respect to Development Projects and Permitted Refinancings thereof,provided, that such restrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness, (xiii) restrictionscontained in subordination provisions applicable to intercompany debt owed by the Credit Parties; provided, that such intercompany debt is subordinated tothe Obligations on terms at least as favorable to the Lenders as the subordination-118- of such intercompany debt to any other obligations as determined by Borrower in good faith, (xiv) from and after the Wynn Las Vegas Reorganization,restrictions contained in the documentation governing the Wynn Las Vegas Notes and Permitted Refinancings thereof (so long as the restrictions in any suchPermitted Refinancing, taken as a whole and as determined by Borrower in good faith, are no more restrictive in any material respect than those in the WynnLas Vegas 2023 Notes) and (xv) from and after the Wynn Las Vegas Reorganization, restrictions contained in the Aircraft Note, provided, that suchrestrictions apply only to the asset (or the Person owning such asset) being financed pursuant to such Indebtedness.SECTION 10.11. Limitation on Lines of Business. Neither Borrower nor any Restricted Subsidiary shall directly or indirectly engage to anymaterial extent (determined on a consolidated basis) in any line or lines of business activity other than Permitted Business.SECTION 10.12. Limitation on Changes to Fiscal Year. Neither Borrower nor any Restricted Subsidiary shall change its fiscal year end to a dateother than December 31 of each year (provided that any Restricted Subsidiary acquired or formed, or Person designated as an Unrestricted Subsidiary, in eachcase, after the Closing Date may change its fiscal year to match the fiscal year of Borrower).ARTICLE XI. EVENTS OF DEFAULTSECTION 11.01. Events of Default. If one or more of the following events (herein called “Events of Default”) shall occur and be continuing:(a) any representation or warranty made or deemed made by or on behalf of Borrower or any other Credit Party pursuant to any Credit Document orthe borrowings or issuances of Letters of Credit hereunder, or any representation, warranty or statement of fact made or deemed made by or on behalf ofBorrower or any other Credit Party in any report, certificate, financial statement or other instrument furnished pursuant to any Credit Document, shall prove tohave been false or misleading (i) in any material respect, if such representation and warranty is not qualified as to “materiality,” “Material Adverse Effect” orsimilar language, or (ii) in any respect, if such representation and warranty is so qualified, in each case when such representation or warranty is made, deemedmade or furnished;(b) default shall be made in the payment of (i) any principal of any Loan or the reimbursement with respect to any Reimbursement Obligation whenand as the same shall become due and payable (whether at the stated maturity upon prepayment or repayment or by acceleration thereof or otherwise) or (ii)any interest on any Loans when and as the same shall become due and payable, and such default under this clause (ii) shall continue unremedied for a periodof five (5) Business Days;(c) default shall be made in the payment of any fee or any other amount (other than an amount referred to in (b) above) due under any CreditDocument, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five (5) Business Days;(d) default shall be made in the due observance or performance by Borrower or any Restricted Subsidiary of any covenant, condition or agreementcontained in Section 9.01(a) (with respect to Borrower only), 9.04(d), 9.06, 9.10 or in Article X (provided in the case of Section 10.08 only, in no case shallany default in the due observance or performance thereof during a Covenant Suspension Period constitute a Default or Event of Default);(e) default shall be made in the due observance or performance by Borrower or any of its Restricted Subsidiaries of any covenant, condition oragreement contained in any Credit Document (other than those specified in Section 11.01(b), 11.01(c) or 11.01(d)) and, unless such default has been waived,such default shall continue unremedied for a period of thirty (30) days (or 60 days if such default results solely from an Immaterial Subsidiary’s or a ForeignSubsidiary’s failure to observe or perform any such covenant, condition or agreement) after written notice thereof from Administrative Agent to Borrower;-119- (f) Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) shall (i) fail to pay any principal or interest, regardless ofamount, due in respect of any Indebtedness (other than the Obligations), when and as the same shall become due and payable (after giving effect to anyapplicable grace period), or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrumentevidencing or governing any such Indebtedness or any event or condition occurs, if the effect of any failure or occurrence referred to in this clause (ii) is tocause, or to permit the holder or holders of such Indebtedness or a trustee on its or their behalf (with or without the giving of notice but giving effect toapplicable grace periods) to cause, such Indebtedness (other than Qualified Contingent Obligations) to become due, or to be repurchased, prepaid, defeasedor redeemed (automatically or otherwise) or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made prior to its stated maturity;provided, however, that (x) clauses (i) and (ii) shall not apply to any offer to repurchase, prepay or redeem Indebtedness of a Person acquired in anAcquisition permitted hereunder, to the extent such offer is required as a result of, or in connection with, such Acquisition, (y) any event or condition causingor permitting the holders of any Indebtedness to cause such Indebtedness to be converted into Qualified Capital Stock (including any such event orcondition which, pursuant to its terms may, at the option of Borrower, be satisfied in cash in lieu of conversion into Qualified Capital Stock) shall notconstitute an Event of Default pursuant to this paragraph (f) and (z) it shall not constitute an Event of Default pursuant to this paragraph (f) unless theaggregate amount of all such Indebtedness referred to in clauses (i) and (ii) exceeds $125.0 million at any one time;(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction in either case underthe Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, in each case seeking (i) relief in respect ofBorrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary), or of a substantial part of the property or assets of Borrower or any of itsRestricted Subsidiaries (other than any Immaterial Subsidiary); (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similarofficial for Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) or for a substantial part of the property or assets of Borroweror any of its Restricted Subsidiaries (other than any Immaterial Subsidiary); or (iii) the winding-up or liquidation of Borrower or of its Restricted Subsidiaries(other than any Immaterial Subsidiary); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or orderingany of the foregoing shall be entered;(h) Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) shall (i) voluntarily commence any proceeding or file anypetition seeking relief under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law; (ii) consent to theinstitution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in Section 11.01(g); (iii) apply foror consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Borrower or any of its Restricted Subsidiaries(other than any Immaterial Subsidiary) or for a substantial part of the property or assets of Borrower or any of its Restricted Subsidiaries (other than anyImmaterial Subsidiary) in any proceeding under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership, or similarlaw; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit ofcreditors; (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due; (vii) take any action for the purpose ofeffecting any of the foregoing; or (viii) wind up or liquidate (except as permitted hereunder);(i) one or more judgments for the payment of money in an aggregate amount in excess of $125.0 million (to the extent not covered by third partyinsurance) shall be rendered against Borrower or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary) or any combination thereof and thesame shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or any action (to the extent suchaction is not effectively stayed) shall be legally taken by a judgment creditor to levy upon assets or properties of Borrower or any of its RestrictedSubsidiaries to enforce any such judgment;(j) an ERISA Event shall have occurred that, when taken together with all other such ERISA Events, would reasonably be expected to result in aMaterial Adverse Effect;(k) with respect to any material Collateral, any security interest and Lien purported to be created by the applicable Security Document shall ceaseto be in full force and effect, or shall cease to give Collateral Agent, for the-120- benefit of the Secured Parties, the first priority Liens and rights, powers and privileges in each case purported to be created and granted under such SecurityDocument in favor of Collateral Agent, or shall be asserted by any Credit Party or any Affiliate thereof not to be a valid, perfected (except as otherwiseprovided in this Agreement or such Security Document) security interest in or Lien on the Collateral covered thereby, in each case, other than as a result of anact of the Administrative Agent, the Collateral Agent or any other Secured Party;(l) any Guarantee shall cease to be in full force and effect or any of the Guarantors repudiates, or attempts to repudiate, any of its obligations underany of the Guarantees (except to the extent such Guarantee ceases to be in effect in connection with any transaction permitted pursuant to Sections 9.12 or10.05);(m) any Credit Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction tobe null and void, or a proceeding shall be commenced by any Credit Party seeking to establish the invalidity or unenforceability thereof (exclusive ofquestions of interpretation of any provision thereof), or any Credit Party shall repudiate or deny that it has any liability or obligation for the payment ofprincipal or interest purported to be created under any Credit Document;(n) there shall have occurred a Change of Control;(o) there shall have occurred a License Revocation by any Gaming Authority in one or more jurisdictions in which Borrower or any of itsRestricted Subsidiaries owns or operates Gaming Facilities, which License Revocation (in the aggregate with any other License Revocations then inexistence) would reasonably be expected to have a Material Adverse Effect (for purposes of clarification, without giving effect to the first proviso to thedefinition of Material Adverse Effect); provided, however, that such License Revocation continues for at least thirty (30) consecutive days after the earlier of(x) the date of cessation of the affected operations as a result of such License Revocation and (y) the date that none of Borrower, nor any of its RestrictedSubsidiaries nor the Lenders receive the net cash flows generated by any such operations; or(p) the provisions of any Pari Passu Intercreditor Agreement or Second Lien Intercreditor Agreement shall, in whole or in part, following such PariPassu Intercreditor Agreement or Second Lien Intercreditor Agreement being entered into, terminate, cease to be effective or cease to be legally valid,binding and enforceable against the Persons party thereto, except in accordance with its terms;then, and in every such event (other than an event described in Section 11.01(g) or 11.01(h) with respect to Borrower), and at any time thereafter during thecontinuance of such event, Administrative Agent, at the request of the Required Lenders, shall, by notice to Borrower, take any or all of the following actions,at the same or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans and Reimbursement Obligations then outstanding to beforthwith due and payable in whole or in part, whereupon the principal of the Loans and Reimbursement Obligations so declared to be due and payable,together with accrued interest thereon and any unpaid accrued fees and all other liabilities and Obligations of Borrower accrued hereunder and under anyother Credit Document (other than Swap Contracts and Cash Management Agreements), shall become forthwith due and payable, without presentment,demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in any other CreditDocument (other than Swap Contracts and Cash Management Agreements) to the contrary notwithstanding; (iii) exercise any other right or remedy providedunder the Credit Documents or at law or in equity and (iv) direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon theoccurrence of any Event of Default specified in Section 11.01(g) or 11.01(h) with respect to Borrower, to pay) to Collateral Agent at the Principal Office suchadditional amounts of cash, to be held as security by Collateral Agent for L/C Liabilities then outstanding, equal to the aggregate L/C Liabilities thenoutstanding; and in any event described in Section 11.01(g) or 11.01(h) above with respect to Borrower, the Commitments shall automatically terminate andthe principal of the Loans and Reimbursement Obligations then outstanding, together with accrued interest thereon and any unpaid accrued fees and all otherliabilities and Obligations of Borrower accrued hereunder and under any other Credit Document, shall automatically become due and payable, withoutpresentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in anyother Credit Document to the contrary notwithstanding. Notwithstanding anything to the contrary, if the only Event of Default then having occurred andcontinuing is an Event of Default with respect to the financial maintenance covenants set forth in Section 10.08, then the Administrative Agent-121- may not take any of the actions set forth in this Section 11.01 during the period commencing on the date that the Administrative Agent receives a Notice ofIntent to Cure and ending on the Cure Expiration Date with respect thereto in accordance with and to the extent permitted by Section 11.03.SECTION 11.02. Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale of, collection from or otherrealization upon all or any part of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of theLoans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by CollateralAgent as follows:(a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization includingcompensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made orincurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, asapplicable is entitled to indemnification pursuant to the provisions of any Credit Document;(b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part ofthe Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counseland all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith;(c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, ofinterest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to CashCollateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash ManagementAgreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each caseequally and ratably in accordance with the respective amounts thereof then due and owing;(d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (includingreimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or otherpayments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in theSecurity Agreement) and any interest accrued thereon; and(e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a courtof competent jurisdiction may direct.In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shallremain liable, jointly and severally, for any deficiency.Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded fromthe application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation asAdministrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or SwapProvider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to haveacknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and itsAffiliates as if a “Lender” party hereto.SECTION 11.03. Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section 10.08, in the event that Borrowershall fail to comply with the financial maintenance covenants set forth in Section 10.08, any equity contribution (in the form of common equity or otherequity having terms reasonably acceptable to the Administrative Agent) made or contributed to Borrower, or cash proceeds of Intercompany ContributionIndebtedness incurred by Borrower, after the last day of any fiscal quarter and on or prior to the day that is ten (10) Business Days after the day on whichfinancial statements are required to be delivered for that fiscal quarter (such date,-122- the “Cure Expiration Date”) will, at the request of Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determiningcompliance with such financial maintenance covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any suchequity contribution or cash proceeds, a “Specified Equity Contribution”); provided that (a) no Lender shall be required to make any extension of creditduring the ten (10) Business Day period referred to above if Borrower has not received the proceeds of such Specified Equity Contribution, (b) Borrower shallnot be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any fiscal quarterunless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two (2) fiscal quarters in the Relevant Four FiscalQuarter Period in which no Specified Equity Contribution has been made and there shall be no more than five (5) Specified Equity Contributions in total, (c)the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause Borrower to be incompliance with such financial maintenance covenants, (d) all proceeds of Specified Equity Contributions will be disregarded for all other purposes underthe Credit Documents (including calculating Consolidated EBITDA for purposes of determining basket levels and other items governed by reference toConsolidated EBITDA, and for purposes of negative covenants (other than such financial maintenance covenants)), (e) the proceeds of each Specified EquityContributions shall have been contributed to Borrower as equity solely in exchange for Qualified Capital Stock of Borrower or as Intercompany ContributionIndebtedness and (f) there shall be no reduction in Indebtedness (whether on a pro forma basis or otherwise) with the proceeds of any Specified EquityContribution for purposes of determining compliance with such financial maintenance covenants for the fiscal quarter for which such Specified EquityContribution was made.ARTICLE XII. AGENTSSECTION 12.01. Appointment. Each of the Lenders hereby irrevocably appoints DB to act on its behalf as the Administrative Agent and theCollateral Agent hereunder and under the other Credit Documents, and authorizes the Administrative Agent and the Collateral Agent to take such actions onits behalf and to exercise such powers as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or thereof, together with suchactions and powers as are reasonably incidental thereto, including pursuant to regulatory requirements of any Gaming Authority consistent with the intentsand purposes of this Agreement and the other Credit Documents. DB is hereby appointed Auction Manager hereunder, and each Lender hereby authorizes theAuction Manager to act as its agent in accordance with the terms hereof and of the other Credit Documents; provided, that Borrower shall have the right toselect and appoint a replacement Auction Manager from time to time by written notice to Administrative Agent, and any such replacement shall also be soauthorized to act in such capacity. Each Lender agrees that the Auction Manager shall have solely the obligations in its capacity as the Auction Manager asare specifically described in this Agreement and shall be entitled to the benefits of Article XII, as applicable. Each of the Lenders hereby irrevocablyauthorize each of the Agents (other than the Administrative Agent, Collateral Agent and the Auction Manager) to take such action on its behalf under theprovisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to such Agentby the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. The provisions of thisArticle are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Credit Party shall have rights as a third party beneficiaryof any of the provisions of this Article XII, except to the extent set forth in this Section 12.01, Section 12.06 and Section 12.07(b). It is understood and agreedthat the use of the term “agent” herein or in any other Credit Documents (or any other similar term) with reference to any Agent is not intended to connoteany fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of marketcustom, and is intended to create or reflect only an administrative relationship between contracting parties.SECTION 12.02. Rights as a Lender. Any Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender(if applicable) as any other Lender and may exercise the same as though it were not an Agent, and the term “Lender” or “Lenders” shall, unless otherwiseexpressly indicated or unless the context otherwise requires, include the Person serving as such Agent hereunder in its individual capacity. Such Person andits Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generallyengage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any dutyto account therefor to the Lenders.-123- SECTION 12.03. Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth herein and in the otherCredit Documents, and each Agent’s duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, no Agent:(a) shall be subject to any fiduciary or other implied duties with respect to any Credit Party, any Lender or any other Person, regardless of whether aDefault has occurred and is continuing;(b) shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expresslycontemplated hereby or by the other Credit Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or such othernumber or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that no Agent shall be required totake any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Credit Document or applicablelaw, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect aforfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and(c) shall, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure todisclose, any information relating to any of Borrower or any of its respective Affiliates that is communicated to or obtained by the Person serving as suchAgent or any of its Affiliates in any capacity.No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or, such other numberor percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances asprovided in Sections 11.01 and 13.04) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competentjurisdiction by final and nonappealable judgment. No Agent shall be deemed to have knowledge of any Default unless and until notice describing suchDefault is given in writing to such Agent by Borrower or a Lender.No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connectionwith this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or inconnection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein ortherein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or anyother agreement, instrument or document or (v) the satisfaction of any condition set forth in Article VII or elsewhere herein, other than to confirm receipt ofitems expressly required to be delivered to such Agent.The Administrative Agent shall not be responsible for, and shall not incur any liability with respect to, determining whether any assignee orpotential assignee of the Loans or Commitments hereunder is a Competitor or a Disqualified Lender. The Administrative Agent does not warrant, nor acceptresponsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates inthe definition of “LIBO Rate” or with respect to any comparable or successor rate thereto.SECTION 12.04. Reliance by Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice,request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or otherdistribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon anystatement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Indetermining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by itsterms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless such Agent shallhave received notice to the contrary from such Lender prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult withlegal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or nottaken by it in accordance with the advice of any such counsel, accountants or experts.-124- SECTION 12.05. Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under anyother Credit Document by or through any one or more sub agents appointed by such Agent. Each Agent and any such sub agent may perform any and all ofits duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any suchsub agent and to the Related Parties of each Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication ofthe credit facilities provided for herein as well as activities as an Agent. No Agent shall be responsible for the negligence or misconduct of any sub-agentsexcept to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that an Agent acted with gross negligence, badfaith or willful misconduct in the selection of such sub-agents.SECTION 12.06. Resignation of Administrative Agent and Collateral Agent.(a) The Administrative Agent and Collateral Agent may at any time give notice of their resignation to the Lenders and Borrower. Upon receipt ofany such notice of resignation, the Required Lenders shall have the right, with the prior written consent of Borrower (unless an Event of Default specified inSection 11.01(b) or 11.01(c) or an Event of Default specified in Section 11.01(g) or 11.01(h) with respect to Borrower has occurred and is continuing) toappoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no suchsuccessor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring AdministrativeAgent and Collateral Agent gives notice of their resignation (or such earlier day as shall be agreed by the Required Lenders and Borrower (unless an Event ofDefault specified in Section 11.01(b) or 11.01(c) or an Event of Default specified in Section 11.01(g) or 11.01(h) with respect to Borrower has occurred and iscontinuing)) (the “Resignation Effective Date”), then the retiring Administrative Agent and Collateral Agent may (but shall not be obligated to) on behalf ofthe Lenders, appoint a successor Administrative Agent and Collateral Agent meeting the qualifications set forth above. Whether or not a successor has beenappointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.(b) If the Person serving as Administrative Agent and Collateral Agent is a Defaulting Lender pursuant to clause (iii) of the definition thereof, theRequired Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person remove such Person as AdministrativeAgent and Collateral Agent and, in consultation with Borrower, appoint a successor. If no such successor shall have been so appointed by the RequiredLenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal EffectiveDate”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agentand Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of anycollateral security held by the Administrative Agent or Collateral Agent on behalf of the Secured Parties under any of the Credit Documents, the retiring orremoved Administrative Agent or Collateral Agent, as applicable, shall continue to hold such collateral security until such time as a successor AdministrativeAgent and Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed AdministrativeAgent or Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent or theCollateral Agent shall instead be made by or to each Secured Party directly, until such time, if any, as the Required Lenders appoint a successorAdministrative Agent and Collateral Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent and CollateralAgent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed)Administrative Agent and Collateral Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed AdministrativeAgent or Collateral Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed AdministrativeAgent and Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not alreadydischarged therefrom as provided above in this Section). The fees payable by Borrower to a successor Administrative Agent and Collateral Agent shall be thesame as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring or removed Administrative Agent’sand Collateral Agent’s resignation or removal hereunder and under the-125- other Credit Documents, the provisions of this Article and Section 13.03 shall continue in effect for the benefit of such retiring or removed AdministrativeAgent and Collateral Agent, their sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them whilethe retiring or removed Administrative Agent and Collateral Agent was acting as Administrative Agent or Collateral Agent.(d) Any resignation by DB as Administrative Agent and Collateral Agent pursuant to this Section shall also constitute its resignation as L/CLender. If DB resigns as an L/C Lender, it shall retain all the rights, powers, privileges and duties of an L/C Lender hereunder with respect to all of its Lettersof Credit outstanding as of the effective date of its resignation as L/C Lender and all L/C Liability with respect thereto, including the right to require theRevolving Lenders to make ABR Loans or fund risk participations in Unreimbursed Amounts pursuant to Sections 2.03(e) and (f). Upon the appointment byBorrower of a successor L/C Lender hereunder and such successor’s acceptance of such appointment (which successor shall in all cases be a Lender other thana Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Lender, (b)the retiring L/C Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) thesuccessor L/C Lender shall issue letters of credit in substitution for the Letters of Credit of the retiring L/C Lender, if any, outstanding at the time of suchsuccession or make other arrangements satisfactory to the retiring L/C Lender to effectively assume the obligations of the retiring L/C Lender with respect tosuch Letters of Credit.SECTION 12.07. Nonreliance on Agents and Other Lenders.(a) Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender or any of their Related Partiesand based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. EachLender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based onsuch documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under orbased upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.(b) Each Lender acknowledges that in connection with Borrower Loan Purchases, (i) Borrower may purchase or acquire Term Loans or RevolvingLoans hereunder from the Lenders from time to time, subject to the restrictions set forth in the definition of Eligible Assignee and in Section 13.05(d),(ii) Borrower currently may have, and later may come into possession of, information regarding such Term Loans or Revolving Loans or the Credit Partieshereunder that is not known to such Lender and that may be material to a decision by such Lender to enter into an assignment of such Loans hereunder(“Excluded Information”), (iii) such Lender has independently and without reliance on any other party made such Lender’s own analysis and determined toenter into an assignment of such Loans and to consummate the transactions contemplated thereby notwithstanding such Lender’s lack of knowledge of theExcluded Information and (iv) Borrower shall have no liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law,any claims such Lender may have against Borrower, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information;provided, however, that the Excluded Information shall not and does not affect the truth or accuracy of the representations or warranties of Borrower in theStandard Terms and Conditions set forth in the applicable assignment agreement. Each Lender further acknowledges that the Excluded Information may notbe available to Administrative Agent, Auction Manager or the other Lenders hereunder.SECTION 12.08. Indemnification. The Lenders agree to reimburse and indemnify each Agent in its capacity as such ratably according with its“percentage” as used in determining the Required Lenders at such time or, if the Commitments have terminated and all Loans have been repaid in full, asdetermined immediately prior to such termination and repayment (with such “percentages” to be determined as if there are no Defaulting Lenders), from andagainst any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kindwhatsoever which may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, incurred by orasserted against such Agent in its capacity as such in any way relating to or arising out of this Agreement or any other Credit Document, or any documentscontemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted to be taken-126- by such Agent under or in connection with any of the foregoing, but only to the extent that any of the foregoing is not paid by Borrower or any of itsSubsidiaries; provided, however, that no Lender shall be liable to any Agent for the payment of any portion of such liabilities, obligations, losses, damages,penalties, actions, judgments, suits, costs, expenses or disbursements (x) resulting primarily from the gross negligence, or willful misconduct of such Agent(as determined by a court of competent jurisdiction in a final and non-appealable decision) or (y) relating to or arising out of the Fee Letter. If any indemnityfurnished to any Agent for any purpose shall, in the opinion of such Agent be insufficient or become impaired, such Agent may call for additional indemnityand cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section 12.08 shallsurvive the payment of all Obligations.SECTION 12.09. No Other Duties. Anything herein to the contrary notwithstanding, none of the Administrative Agent, Collateral Agent,Documentation Agent, Syndication Agents, Lead Arrangers, or Arrangers shall have any powers, duties or responsibilities under this Agreement or any of theother Credit Documents, except in its capacity, as applicable, as the Administrative Agent, the Collateral Agent, an L/C Lender, the Auction Manager or aLender hereunder.SECTION 12.10. Holders. Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless anduntil a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with Administrative Agent. Any request,authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall beconclusive and binding on any subsequent holder, transferee, assignee or indorsee, as the case may be, of such Note or of any Note or Notes issued inexchange therefor.SECTION 12.11. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law orany other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Liability shallthen be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made anydemand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Liabilities and allother Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the SecuredParties (including any claim for the reasonable compensation, expenses, disbursements and advances of the Secured Parties and their respective agents andcounsel and all other amounts due the Secured Parties under Sections 2.03, 2.05 and 13.03) allowed in such judicial proceeding; and(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by eachLender (and each Secured Party by accepting the benefits of the Collateral) to make such payments to the Administrative Agent and, in the event that theAdministrative Agent shall consent to the making of such payments directly to the Secured Parties, to pay to the Administrative Agent any amount due forthe reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due theAdministrative Agent under Sections 2.03, 2.05 and 13.03.Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Secured Partyany plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Secured Party to authorize theAdministrative Agent to vote in respect of the claim of any Secured Party in any such proceeding.SECTION 12.12. Collateral Matters.-127- (a) Each Lender (and each other Secured Party by accepting the benefits of the Collateral) authorizes and directs Collateral Agent to enter into theSecurity Documents for the benefit of the Secured Parties and to hold and enforce the Liens on the Collateral on behalf of the Secured Parties. CollateralAgent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time priorto an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected thesecurity interest in and liens upon the Collateral granted pursuant to the Security Documents. The Lenders hereby authorize Collateral Agent to take theactions set forth in Section 13.04(g). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Collateral Agent’s authority torelease particular types or items of Collateral pursuant to Section 13.04(g).(b) Collateral Agent shall have no obligation whatsoever to the Lenders, the other Secured Parties or any other Person to assure that the Collateralexists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to Collateral Agent pursuant to the applicable SecurityDocuments have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or tocontinue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available toCollateral Agent in Section 12.01 or in this Section 12.12 or in any of the Security Documents, it being understood and agreed that in respect of theCollateral or any part thereof, or any act, omission or event related thereto, Collateral Agent may act in any manner it may deem appropriate, in its solediscretion, given Collateral Agent’s own interest in the Collateral or any part thereof as one of the Lenders and that Collateral Agent shall have no duty orliability whatsoever to the Lenders or the other Secured Parties, except for its gross negligence or willful misconduct (as determined by a court of competentjurisdiction in a final and non-appealable decision).SECTION 12.13. Withholding Tax. To the extent required by any applicable Requirement of Law, the Administrative Agent may withhold fromany payment to any Lender, an amount equivalent to any applicable withholding tax. Without limiting or expanding the provisions of Section 5.06, eachLender shall, indemnify the relevant Administrative Agent (to the extent that Administrative Agent has not already been reimbursed by the Credit Parties andwithout limiting or expanding the obligation of the Credit Parties to do so), and shall make payable in respect thereof within thirty (30) calendar days afterdemand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of anycounsel for Administrative Agent) incurred by or asserted against Administrative Agent by the Internal Revenue Service or any other GovernmentalAuthority as a result of the failure of Administrative Agent to properly withhold tax from amounts paid to or for the account of such Lender for any reason(including, without limitation, because the appropriate form was not delivered or not property executed, or because such Lender failed to notifyAdministrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective). A certificate as to theamount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender herebyauthorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other SecurityDocument against any amount due Administrative Agent under this Section 12.13. The agreements in this Section 12.13 shall survive the resignation and/orreplacement of Administrative Agent, any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of any Loansand all other amounts payable hereunder.SECTION 12.14. Secured Cash Management Agreements and Swap Contracts. Except as otherwise expressly set forth herein or in any SecurityDocument, no Cash Management Bank or Swap Provider that obtains the benefits of Section 11.02, Article VI or any Collateral by virtue of the provisionshereof or of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any otherCredit Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, insuch case, only to the extent expressly provided in the Credit Documents. Notwithstanding any other provision of this Article XII to the contrary, theAdministrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligationsarising under Secured Cash Management Agreements and Swap Contracts unless the Administrative Agent has received written notice of such Obligations,together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as thecase may be.-128- ARTICLE XIII. MISCELLANEOUSSECTION 13.01. Waiver. No failure on the part of Administrative Agent, Collateral Agent or any other Secured Party to exercise and no delay inexercising, and no course of dealing with respect to, any right, power or privilege under any Credit Document shall operate as a waiver thereof, nor shall anysingle or partial exercise of any right, power or privilege under any Credit Document preclude any other or further exercise thereof or the exercise of any otherright, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.SECTION 13.02. Notices.(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing(including by facsimile or electronic mail). All such written notices shall be mailed certified or registered mail, faxed or delivered to the applicable address,telecopy or facsimile number or (subject to Section 13.02(b) below) electronic mail address, and all notices and other communications expressly permittedhereunder to be given by telephone shall be made to the applicable telephone number, as follows:(i) if to any Credit Party, any Agent, and L/C Lender to the address, facsimile number, electronic mail address or telephone numberspecified for such Person below its name on the signature pages hereof;(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person belowits name on the signature pages hereof or, in the case of any assignee Lender, the applicable Assignment Agreement.Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sentby facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to havebeen given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extentprovided in Section 13.02(b) below, shall be effective as provided in such Section 13.02(b).(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electroniccommunication (including e‑mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent; provided, however, that theforegoing shall not apply to notices to any Lender pursuant to Article II, Article III or Article IV if such Lender has notified Administrative Agent that it isincapable of receiving notices under such Article by electronic communication. Each Agent or any Credit Party may, in its discretion, agree to accept noticesand other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such proceduresmay be limited to particular notices or communications.Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an electronic mail address shall be deemed receivedupon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, returnelectronic mail address or other written acknowledgement); provided, however, that if such notice or other communication is not sent during the normalbusiness hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for therecipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intendedrecipient at its e-mail address (as described in the foregoing clause (i)) of notification that such notice or communication is available and identifying thewebsite address therefor.(c) Change of Address, Etc. Each Credit Party, each Agent and each L/C Lender may change its respective address, facsimile number, electronicmail address or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change itsaddress, facsimile number, electronic-129- mail address or telephone number for notices and other communications hereunder by notice to Borrower, Administrative Agent and each L/C Lender.(d) Reliance by Agents and Lenders. Agents and the Lenders shall be entitled to rely and act upon any notices (including telephonic Notices ofBorrowing and Letter of Credit Requests) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein,were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, variedfrom any confirmation thereof. Borrower shall indemnify each Indemnitee from all Losses resulting from the reliance by such Indemnitee on each noticepurportedly given by or on behalf of Borrower (except to the extent resulting from such Indemnitee’s own gross negligence, bad faith or willful misconductor material breach of any Credit Document) and believed by such Indemnitee in good faith to be genuine. All telephonic notices to and othercommunications with Administrative Agent or Collateral Agent may be recorded by Administrative Agent or Collateral Agent, as the case may be, and eachof the parties hereto hereby consents to such recording.(e) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOTWARRANT THE ACCURACY OR COMPLETENESS OF BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLYDISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED ORSTATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRDPARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITHBORROWER MATERIALS OR THE PLATFORM. In no event shall any Agent or any of their respective Affiliates, directors, officers, employees, counsel,agents, trustees, investment advisors and attorneys-in-fact (collectively, the “Agent Parties”) have any liability to Borrower, any other Credit Party, anyLender, any L/C Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising outof Borrower’s or Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages,liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the grossnegligence, bad faith or willful misconduct of, or material breach of any Credit Document by, such Agent Party; provided however, that in no event shall anyAgent Party have any liability to Borrower, any other Credit Party, any Lender, any L/C Lender or any other Person for indirect, special, incidental,consequential or punitive damages (as opposed to direct or actual damages).SECTION 13.03. Expenses, Indemnification, Etc.(a) The Credit Parties, jointly and severally, agree to pay or reimburse:(i) Agents for all of their reasonable and documented out-of-pocket costs and expenses (including, but limited to in the case of counsel,the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agents selected by Administrative Agent and onelocal counsel in each applicable jurisdiction reasonably deemed necessary by Agents and any “ClearPar” costs and expenses) in connection with (1)the negotiation, preparation, execution and delivery of the Credit Documents and the extension and syndication of credit (including the Loans andCommitments) hereunder and (2) the negotiation, preparation, execution and delivery of any modification, supplement, amendment or waiver of anyof the terms of any Credit Document (whether or not consummated or effective) requested by the Credit Parties;(ii) each Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses of such Agent or Lender (providedthat any legal expenses shall be limited to the reasonable fees, expenses and disbursements of one primary legal counsel for Lenders and Agentsselected by Administrative Agent and of one local counsel in each applicable jurisdiction reasonably deemed necessary by Agents) (and solely inthe case of an actual or perceived conflict of interest, where the Persons affected by such conflict inform Borrower in writing of the existence of anactual or perceived conflict of interest prior to retaining additional counsel, one additional of each such counsel for each group of similarly situatedSecured Parties)) in connection with (1) any enforcement or collection proceedings resulting from any Event of Default, including all manner ofparticipation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure,-130- winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings(whether or not the workout, restructuring or transaction contemplated thereby is consummated), (2) following the occurrence and during thecontinuance of an Event of Default, the enforcement of any Credit Document and (3) the enforcement of this Section 13.03; and(iii) Administrative Agent or Collateral Agent, as applicable but without duplication, for all reasonable and documented costs, expenses,assessments and other charges (including reasonable fees and disbursements of one counsel in each applicable jurisdiction) incurred in connectionwith any filing, registration, recording or perfection of any security interest contemplated by any Credit Document or any other document referred totherein.Without limiting the rights of any Agent under this Section 13.03(a), each Agent, promptly after a request of Borrower from time to time, will adviseBorrower of an estimate of any amount anticipated to be incurred by such Agent and reimbursed by Borrower under this Section 13.03(a).(b) The Credit Parties, jointly and severally, hereby agree to indemnify each Agent, each Lender and their respective Affiliates, directors, trustees,officers, employees, representatives, advisors, partners and agents (each, an “Indemnitee”) from, and hold each of them harmless against, any and all Lossesincurred by, imposed on or asserted against any of them directly or indirectly arising out of or by reason of or relating to the negotiation, execution, delivery,performance, administration or enforcement of any Credit Document, any of the transactions contemplated by the Credit Documents (including theTransactions), any breach by any Credit Party of any representation, warranty, covenant or other agreement contained in any Credit Document in connectionwith any of the Transactions, the use or proposed use of any of the Loans or Letters of Credit, the issuance of or performance under any Letter of Credit or, theuse of any collateral security for the Obligations (including the exercise by any Agent or Lender of the rights and remedies or any power of attorney withrespect thereto or any action or inaction in respect thereof), including all amounts payable by any Lender pursuant to Section 12.08, but excluding (i) anysuch Losses relating to matters referred to in Sections 5.01 or 5.06 (which shall be the sole remedy in respect of matters referred to therein), (ii) any suchLosses arising from the gross negligence, bad faith or willful misconduct or material breach of any Credit Documents by such Indemnitee or its RelatedIndemnified Persons (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (iii) any such Losses relating to anydispute between and among Indemnitees that does not involve an act or omission by any Company (other than any claims against Administrative Agent,Collateral Agent, any other agent or bookrunner named on the cover page hereto or any L/C Lender, in each case, acting in such capacities or fulfilling suchroles). For purposes of this Section 13.03(b), a “Related Indemnified Person” of an Indemnitee means (1) any controlling person or controlled affiliate of suchIndemnitee, (2) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled Affiliates and (3) therespective agents of such Indemnitee or any of its controlling persons or controlled Affiliates, in the case of this clause (3), acting at the instructions of suchIndemnitee, controlling person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling person in this sentencepertains to a controlled Affiliate or controlling person involved in the performance of the Indemnitee’s obligations under the facilities.Without limiting the generality of the foregoing, the Credit Parties, jointly and severally, will indemnify each Agent, each Lender and each otherIndemnitee from, and hold each Agent, each Lender and each other Indemnitee harmless against, any Losses incurred by, imposed on or asserted against anyof them arising under any Environmental Law as a result of (i) the past, present or future operations of any Company (or any predecessor-in-interest to anyCompany), (ii) the past, present or future condition of any site or facility owned, operated, leased or used at any time by any Company (or any suchpredecessor-in-interest) to the extent such Losses arise from or relate to the parties’ relationship under the Credit Documents or to any Company’s (or suchpredecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facility or (B) any aspect of the respective business or operations of suchparties, and, in each case shall include, without limitation, any and all such Losses for which any Company could be found liable, or (iii) any Release orthreatened Release of any Hazardous Materials at, on, under or from any such site or facility to the extent such Losses arise from or relate to the parties’relationship under the Credit Documents or to any Company’s (or such predecessor-in-interest’s) (A) ownership, operation, lease or use of such site or facilityor (B) any aspect of the respective business or operations of such parties, and, in each case shall include, without limitation, any and all such Losses for whichany Company could be found liable, including any such Release or threatened Release-131- that shall occur during any period when any Agent or Lender shall be in possession of any such site or facility following the exercise by such Agent orLender, as the case may be, of any of its rights and remedies hereunder or under any of the Security Documents; provided, however, that the indemnityhereunder shall be subject to the exclusions from indemnification set forth in the preceding sentence.To the extent that the undertaking to indemnify and hold harmless set forth in this Section 13.03 or any other provision of any Credit Documentproviding for indemnification is unenforceable because it is violative of any law or public policy or otherwise, the Credit Parties, jointly and severally, shallcontribute the maximum portion that each of them is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnifiedliabilities incurred by any of the Persons indemnified hereunder.To the fullest extent permitted by applicable law, no party hereto shall assert, and the parties hereto hereby waive, any claim against any Person, onany theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, oras a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby orthereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this sentence shall limit the Credit Parties’indemnity and reimbursement obligations to the extent set forth in this Section 13.03 (including the Credit Parties’ indemnity and reimbursement obligationsto indemnify the Indemnitees for indirect, special, punitive or consequential damage that are included in any third party claim in connection with which suchIndemnitee is entitled to indemnification hereunder). No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the useby unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications,electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplatedhereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith or willful misconduct or material breach of any CreditDocument by such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.SECTION 13.04. Amendments and Waiver.(a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, modified, changed or waived, unlesssuch amendment, modification, change or waiver is in writing signed by the respective Credit Parties party thereto and the Required Lenders (orAdministrative Agent with the consent of the Required Lenders); provided, however, that no such amendment, modification, change or waiver shall (and anysuch amendment, modification, change or waiver set forth below in clauses (i) through (vi) of this Section 13.04(a) shall only require the approval of theAgents and/or Lenders whose consent is required therefor pursuant to such clauses):(i) extend the date for any scheduled payment of principal on any Loan or Note or extend the stated maturity of any Letter of Creditbeyond any R/C Maturity Date (unless such Letter of Credit is required to be cash collateralized or otherwise backstopped (with a letter of credit oncustomary terms) to the Administrative Agent’s and applicable L/C Lender’s reasonable satisfaction or the participations therein are required to beassumed by Lenders that have Revolving Commitments which extend beyond such R/C Maturity Date) or extend the termination date of any of theCommitments, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or fees thereon, or forgive or reduce the principal amount thereof, without the consent of each Lender directlyaffected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute areduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually resultsin such a reduction);(ii) release (x) all or substantially all of the Collateral (except as provided in the Security Documents) under all the SecurityDocuments or (y) all or substantially all of the Guarantors from the Guarantees, without the consent of each Lender;(iii) amend, modify, change or waive (x) any provision of Section 11.02 or this Section 13.04 without the consent of each Lender, (y)any other provision of any Credit Document or any other provision-132- of this Agreement that expressly provides that the consent of all Lenders is required, without the consent of each Lender or (z) any provision of anyCredit Document that expressly provides that the consent of the Required Tranche Lenders of a particular Tranche or Required Revolving Lenders isrequired, without the consent of the Required Tranche Lenders of such Tranche or the Required Revolving Lenders, as the case may be (in each case,except for technical amendments with respect to additional extensions of credit (including Extended Term Loans or Extended Revolving Loans)pursuant to this Agreement which afford the benefits or protections to such additional extensions of credit of the type provided to the Term Loansand/or the Revolving Commitments and Revolving Loans, as applicable);(iv) (x) reduce the percentage specified in the definition of Required Lenders or Required Tranche Lenders or otherwise amend thedefinition of Required Lenders or Required Tranche Lenders without the consent of each Lender or (y) reduce the percentage specified in thedefinition of Required Revolving Lenders or otherwise amend the definition of Required Revolving Lenders without the consent of each RevolvingLender (provided that, (x) no such consent shall be required for technical amendments with respect to additional extensions of credit pursuant to thisAgreement, and (y) with the consent of the Required Lenders, additional extensions of credit (including Extended Term Loans and ExtendedRevolving Loans) pursuant to this Agreement may be included in the determination of the Required Lenders, Required Tranche Lenders and/orRequired Revolving Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date);(v) amend, modify, change or waive Section 4.02 or Section 4.07(b) in a manner that would alter the pro rata sharing of paymentsrequired thereby, without the consent of each Lender directly affected thereby (except for technical amendments with respect to additionalextensions of credit (including Extended Term Loans or Extended Revolving Loans) pursuant to this Agreement which afford the protections tosuch additional extensions of credit of the type provided to the Term Loans and/or the Revolving Commitments and Revolving Loans, asapplicable);(vi) impose any greater restriction on the ability of any Lender under a Tranche to assign any of its rights or obligations hereunderwithout the written consent of the Required Tranche Lenders for such Tranche; or(vii) amend, modify, change or waive any provision in Section 7.02 or waive any Default or Event of Default (or amend any CreditDocument to effectively waive any Default or Event of Default), excluding any general waiver of any Default or Event of Default by the RequiredLenders (as opposed to a waive only for the purpose of making such extension of credit), if the effect of such amendment, modification, change orwaiver would require Lenders under a Tranche to fund its Loans when such Lenders would otherwise not be required to do so, without the writtenconsent of the Required Tranche Lenders for such Tranche;provided, further, that no such amendment, modification, change or waiver shall (A) increase the Commitments of any Lender over theamount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent,covenants, Defaults or Events of Default or of a mandatory reduction in the total Commitments or Total Revolving Commitments or a waiver of amandatory prepayment shall not constitute an increase of the Commitment of any Lender), (B) without the consent of each L/C Lender, amend,modify, change or waive any provision of Section 2.03 or alter such L/C Lender’s rights or obligations with respect to Letters of Credit, (C) withoutthe consent of any applicable Agent, amend, modify, change or waive any provision as same relates to the rights or obligations of such Agent,(D) amend, modify, change or waive Section 2.10(b) in a manner that by its terms adversely affects the rights in respect of prepayments due toLenders holding Loans of one Tranche differently from the rights of Lenders holding Loans of any other Tranche without the prior written consent ofthe Required Tranche Lenders of each adversely affected Tranche (such consent being in lieu of the consent of the Required Lenders required abovein this Section 13.04(a)) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement (includingExtended Term Loans or Extended Revolving Loans) so that such additional extensions may share in the application of prepayments (orcommitment reductions) with any Tranche of Term Loans or Revolving Loans, as applicable); provided, however, the Required Lenders may-133- waive, in whole or in part, any prepayment so long as the application, as between Tranches, of any portion of such prepayment which is still requiredto be made is not altered or (E) amend or modify the definition of “Alternate Currency” or Section 1.05 without the prior written consent of all theRevolving Lenders (such consent being in lieu of the consent of the Required Lenders required above in this Section 13.04(a)). Notwithstandinganything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder,except that (x) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender, (y) theprincipal and accrued and unpaid interest of such Defaulting Lender’s Loans shall not be reduced or forgiven (other than as a result of any waiver ofthe applicability of any post-default increase in interest rates), nor shall the date for any scheduled payment of any such amounts be postponed,without the consent of such Defaulting Lender (it being understood that any amendment or modification to the financial definitions in thisAgreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (y), notwithstanding the fact that such amendmentor modification actually results in such a reduction) and (z) any waiver, amendment or modification requiring the consent of all Lenders or eachaffected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of suchDefaulting Lender (other than in the case of a consent by the Administrative Agent to permit Borrower and its Subsidiaries to purchase RevolvingCommitments (and Revolving Loans made pursuant thereto) of Defaulting Lenders in excess of the amount permitted pursuant to Section 13.04(h)).In addition, notwithstanding the foregoing, the Fee Letter may only be amended or changed, or rights or privileges thereunder waived, only by theparties thereto in accordance with the respective provisions thereof.(b) If, in connection with any proposed amendment, modification, change or waiver of or to any of the provisions of this Agreement, the consent ofthe Required Lenders (or in the case of a proposed amendment, modification, change or waiver affecting a particular Class or Tranche, the Lenders holding amajority of the Loans and Commitments with respect to such Class or Tranche) is obtained but the consent of one or more of such other Lenders whoseconsent is required is not obtained, then Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treatedas described in either clause (A) or (B) below, to either:(A) replace each such non-consenting Lender or Lenders (or, at the option of Borrower, if such non-consenting Lender’s consent is requiredwith respect to a particular Class or Tranche of Loans (or related Commitments), to replace only the Classes or Tranches of Commitments and/orLoans of such non-consenting Lender with respect to which such Lender’s individual consent is required (such Classes or Tranches, the “AffectedClasses”)) with one or more Replacement Lenders, so long as, at the time of such replacement, each such Replacement Lender consents to theproposed amendment, modification, change or waiver; provided, further, that (i) at the time of any such replacement, the Replacement Lender shallenter into one or more Assignment Agreements (and with all fees payable pursuant to Section 13.05(b) to be paid by the Replacement Lender)pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and in each case L/C Interests of, theReplaced Lender (or, at the option of Borrower if the respective Lender’s consent is required with respect to less than all Tranches of Loans (orrelated Commitments), the Commitments, outstanding Loans and L/C Interests of the Affected Classes), (ii) at the time of any replacement, theReplaced Lender shall receive an amount equal to the sum of (A) the principal of, and all accrued interest on, all outstanding Loans of such Lender(other than any Loans not being acquired by the Replacement Lender), (B) all Reimbursement Obligations (expressed in Dollars in the amount of theDollar Equivalent thereof in the case of a Letter of Credit denominated in the Alternate Currency) owing to such Lender, together with all thenunpaid interest with respect thereto at such time, in the event Revolving Loans or Revolving Commitments owing to such Lender are being acquiredand (C) all accrued, but theretofore unpaid, fees and other amounts owing to the Lender with respect to the Loans being so assigned and (iii) allobligations of Borrower owing to such Replaced Lender (other than those specifically described in clause (ii) above in respect of Replaced Lendersfor which the assignment purchase price has been, or is concurrently being, paid, and other than those relating to Loans or Commitments not beingacquired by the Replacement Lender, but including any amounts which would be paid to a Lender pursuant to Section 5.05 if Borrower wereprepaying a LIBOR Loan), as applicable, shall be paid in full to such Replaced Lender, as applicable, concurrently with such replacement. Upon theexecution of the respective Assignment Agreement, the payment-134- of amounts referred to in clauses (i), (ii) and (iii) above, as applicable, the receipt of any consents that would be required for an assignment of thesubject Loans and Commitments to such Replacement Lender in accordance with Section 13.05, the Replacement Lender, if any, shall become aLender hereunder and the Replaced Lender, as applicable, shall cease to constitute a Lender hereunder and be released of all its obligations as aLender, except with respect to indemnification provisions applicable to such Lender under this Agreement, which shall survive as to such Lenderand, in the case of any Replaced Lender, except with respect to Loans, Commitments and L/C Interests of such Replaced Lender not being acquiredby the Replacement Lender; provided, that if the applicable Replaced Lender does not execute the Assignment Agreement within three (3) BusinessDays after Borrower’s request, execution of such Assignment Agreement by the Replaced Lender shall not be required to effect such assignment; or(B) terminate such non-consenting Lender’s Commitment and/or repay Loans held by such Lender (or, if such non-consenting Lender’sconsent is required with respect to a particular Class or Tranche of Loans, the Commitment and Loans of the Affected Class) and, if applicable, CashCollateralize its applicable R/C Percentage of the L/C Liability, in either case, upon three (3) Business Days’ (or such shorter period as is acceptableto Administrative Agent) prior written notice to Administrative Agent at the Principal Office (which notice Administrative Agent shall promptlytransmit to each of the Lenders). Any such prepayment of the Loans or termination of the Commitments of such Lender shall be made together withaccrued and unpaid interest, fees and other amounts owing to such Lender (including all amounts, if any, owing pursuant to Section 5.05) (or if theapplicable consent requires approval of all Lenders of a particular Tranche but not all Lenders, then Borrower shall terminate all Commitmentsand/or repay all Loans, in each case together with payment of all accrued and unpaid interest, fees and other amounts owing to such Lender(including all amounts, if any, owing pursuant to Section 5.05) under such Tranche), so long as (i) in the case of the repayment of Revolving Loansof any Lender pursuant to this Section 13.04(b)(B), (A) the Revolving Commitment of such Lender is terminated concurrently with such repaymentand (B) such Lender’s R/C Percentage of all outstanding Letters of Credit is Cash Collateralized or backstopped by Borrower in a manner reasonablysatisfactory to Administrative Agent and the L/C Lenders. Immediately upon any repayment of Loans by Borrower pursuant to this Section 13.04(b)(B), such Loans repaid or acquired pursuant hereto shall be cancelled for all purposes and no longer outstanding (and may not be resold, assigned orparticipated out by Borrower) for all purposes of this Agreement and all other Credit Documents (provided, that such purchases and cancellationsshall not constitute prepayments or repayments of the Loans for any purpose hereunder (except for purposes of Section 2.09(c))), including, but notlimited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Credit Document, (B) the makingof any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Credit Document, (C) the providing ofany rights to Borrower as a Lender under this Agreement or any other Credit Document, and (D) the determination of Required Lenders, or for anysimilar or related purpose, under this Agreement or any other Credit Document; provided, however, that, unless the Commitments which areterminated and Loans which are repaid pursuant to this clause (B) are immediately replaced in full at such time through the addition of new Lendersor the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must consent thereto), then, in the case of anyaction pursuant to this clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto;provided, that Borrower shall not have the right to replace a Lender, or terminate the Commitments of or repay the Loans of a Lender under thisSection 13.04(b), solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to clauses(A) through (F) of the second proviso to Section 13.04(a).(c) Administrative Agent and Borrower may (without the consent of Lenders) amend any Credit Document to the extent (but only to the extent)necessary to reflect the existence and terms of Other Term Loans, Other Revolving Loans, Extended Term Loans and Extended Revolving Loans.Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further consent of any other party to suchCredit Document. In addition, upon the effectiveness of any Refinancing Amendment, Administrative Agent, Borrower and the Lenders providing therelevant Credit Agreement Refinancing Indebtedness may amend this Agreement to the extent (but only to the extent) necessary to reflect the existence andterms of the Credit Agreement Refinancing Indebtedness-135- incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other RevolvingLoans, Other Revolving Commitments and/or Other Term Loan Commitments). Administrative Agent and Borrower may effect such amendments to thisAgreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and Borrower, to effect theterms of any Refinancing Amendment. Administrative Agent and Collateral Agent may enter into amendments to this Agreement and the other CreditDocuments with Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of the Loans and/or Commitments extendedpursuant to Section 2.13 or incurred pursuant to Sections 2.12 or 2.15 and such technical amendments as may be necessary or appropriate in the reasonableopinion of Administrative Agent and Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistentwith Section 2.13, Section 2.12 or Section 2.15.(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders,Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit extensions of credit from time to timeoutstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documentswith the Term Loans (or any Tranche thereof in the case of additional Term Loans) and the Revolving Loans (or any Tranche of Revolving Commitments inthe case of additional Revolving Loans or Revolving Commitments) and the accrued interest and fees in respect thereof and (b) to include appropriately theLenders holding such credit facilities in any determination of the Required Lenders.(e) Notwithstanding anything to the contrary herein, (i) any Credit Document may be waived, amended, supplemented or modified pursuant to anagreement or agreements in writing entered into by Borrower and Administrative Agent (without the consent of any Lender) solely to effect administrativechanges that are not adverse to any Lender or to correct administrative errors or omissions or to cure an ambiguity, defect or error (including, withoutlimitation, to revise the legal description of any Mortgaged Real Property based on surveys), or to grant a new Lien for the benefit of the Secured Parties orextend an existing Lien over additional property or to make modifications which are not materially adverse to the Lenders and are requested or required byGaming Authorities or Gaming Laws and (ii) any Credit Document may be waived, amended, supplemented or modified pursuant to an agreement oragreements in writing entered into by Borrower and Administrative Agent (without the consent of any Lender) to permit any changes requested or required byany Governmental Authority that are not materially adverse to the Lenders (including any changes relating to qualifications as a permitted holder of debt,licensing or limits on Property that may be pledged as Collateral or available remedies). Notwithstanding anything to the contrary herein, (A) additionalextensions of credit consented to by Required Lenders shall be permitted hereunder on a ratable basis with the existing Loans (including as to proceeds of,and sharing in the benefits of, Collateral and sharing of prepayments), (B) Collateral Agent shall enter into the Pari Passu Intercreditor Agreement upon therequest of Borrower in connection with the incurrence of Permitted First Priority Refinancing Debt or Permitted First Lien Indebtedness (and PermittedRefinancings thereof that qualify as Permitted First Lien Indebtedness) (or any amendments and supplements thereto in connection with the incurrence ofadditional Permitted First Priority Refinancing Debt, Permitted First Lien Indebtedness (and Permitted Refinancings thereof that qualify as Permitted FirstLien Indebtedness), and (C) Collateral Agent shall enter into the Second Lien Intercreditor Agreement upon the request of Borrower in connection with theincurrence of Permitted Second Priority Refinancing Debt or Permitted Second Lien Indebtedness (and Permitted Refinancings thereof that qualify asPermitted Second Lien Indebtedness) (or any amendments and supplements thereto in connection with the incurrence of additional Permitted Second PriorityRefinancing Debt or Permitted Second Lien Indebtedness (and Permitted Refinancings thereof that qualify as Permitted Second Lien Indebtedness).(f) Notwithstanding anything to the contrary herein, the applicable Credit Party or Parties and Administrative Agent and/or Collateral Agent may(in its or their respective sole discretion, or shall, to the extent required by any Credit Document) enter into any amendment or waiver of any CreditDocument, or enter into any new agreement or instrument, without the consent of any other Person, to effect the granting, perfection, protection, expansion orenhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required bylocal law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein complywith applicable Requirements of Law or to release any Collateral which is not required under the Security Documents.-136- (g) Notwithstanding anything to the contrary herein, Administrative Agent and Collateral Agent shall (A) release any Lien granted to or held byAdministrative Agent or Collateral Agent upon any Collateral (i) upon Payment in Full of the Obligations (other than (x) obligations under any SwapContracts as to which acceptable arrangements have been made to the satisfaction of the relevant counterparties and (y) Cash Management Agreements notyet due and payable), (ii) upon the sale, transfer or other disposition of Collateral to the extent required pursuant to the last paragraph in Section 10.05 (andAdministrative Agent or Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Credit Party upon its reasonable requestwithout further inquiry) to any Person other than a Credit Party, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of theLenders to the extent required by Section 13.04(a)), (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from itsobligations under its Guarantee pursuant to Section 6.08, (v) constituting Equity Interests in or property of an Unrestricted Subsidiary, (vi) subject to Lienspermitted under Sections 10.02(i) or 10.02(k), in each case, to the extent the documents governing such Liens do not permit such Collateral to secure theObligations, or (vii) as otherwise may be provided herein or in the relevant Security Documents, and (B) consent to and enter into (and execute documentspermitting the filing and recording, where appropriate) the grant of easements and covenants and subordination rights with respect to real property,conditions, restrictions and declarations on customary terms, and subordination, non-disturbance and attornment agreements on customary terms reasonablyrequested by Borrower with respect to leases entered into by Borrower and its Restricted Subsidiaries, to the extent requested by Borrower and not materiallyadverse to the interests of the Lenders.(h) If any Lender is a Defaulting Lender, Borrower shall have the right to terminate such Defaulting Lender’s Revolving Commitment and repaythe Loans related thereto as provided below so long as Borrower Cash Collateralizes or backstops such Defaulting Lender’s applicable R/C Percentage of theL/C Liability to the reasonable satisfaction of the L/C Issuer and the Administrative Agent; provided that such terminations of Revolving Commitments shallnot exceed 20% of the initial aggregate principal amount of the Revolving Commitments on the Closing Date; provided, further, that Borrower and itsSubsidiaries may terminate additional Revolving Commitments of Defaulting Lenders and repay the Loans related thereto pursuant to this Section 13.04(h)with the consent of the Administrative Agent. At the time of any such termination and/or repayment, and as a condition thereto, the Replaced Lender shallreceive an amount equal to the sum of (A) the principal of, and all accrued interest on, all outstanding Loans of such Lender provided pursuant to suchRevolving Commitments, (B) all Reimbursement Obligations (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter ofCredit denominated in an Alternate Currency) owing to such Lender, together with all then unpaid interest with respect thereto at such time, in the eventRevolving Loans or Revolving Commitments owing to such Lender are being repaid and terminated or acquired, as the case may be, and (C) all accrued, buttheretofore unpaid, fees owing to the Lender pursuant to Section 2.05 with respect to the Loans being so repaid, as the case may be and all other obligationsof Borrower owing to such Replaced Lender (other than those relating to Loans or Commitments not being terminated or repaid) shall be paid in full to suchDefaulting Lender concurrently with such termination. At such time, unless the respective Lender continues to have outstanding Loans or Commitmentshereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement(including, without limitation, Sections 4.02, 5.01, 5.03, 5.05, 5.06 and 13.03), which shall survive as to such repaid Lender. Immediately upon anyrepayment of Loans by Borrower pursuant to this Section 13.04(h), such Loans repaid pursuant hereto shall be cancelled for all purposes and no longeroutstanding (and may not be resold, assigned or participated out by Borrower) for all purposes of this Agreement and all other Credit Documents (provided;that such purchases and cancellations shall not constitute prepayments or repayments of the Loans (including, without limitation, pursuant to Section 2.09,Section 2.10 or Article IV) for any purpose hereunder), including, but not limited to (A) the making of, or the application of, any payments to the Lendersunder this Agreement or any other Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under thisAgreement or any other Credit Document, (C) the providing of any rights to Borrower as a Lender under this Agreement or any other Credit Document, and(D) the determination of Required Lenders, or for any similar or related purpose, under this Agreement or any other Credit Document.SECTION 13.05. Benefit of Agreement; Assignments; Participations.(a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the partieshereto; provided, however, no Credit Party may assign or transfer any of its rights, obligations or interest hereunder or under any other Credit Document (itbeing understood that a merger or consolidation-137- not prohibited by this Agreement shall not constitute an assignment or transfer) without the prior written consent of all of the Lenders and provided, further,that, although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder(and may not transfer or assign all or any portion of its Commitments, Loans or related Obligations hereunder except as provided in Section 13.05(b)) and theparticipant shall not constitute a “Lender” hereunder; and provided, further, that no Lender shall transfer, assign or grant any participation (w) to a naturalperson, (x) to a Competitor (unless consented to by Borrower), (y) to a Disqualified Lender (unless consented to by Borrower) or (z) under which theparticipant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment orwaiver would (i) extend the date for any scheduled payment on, or the final scheduled maturity of, any Loan, Note or Letter of Credit (unless such Letter ofCredit is not extended beyond any applicable R/C Maturity Date (unless such Letter of Credit is required to be cash collateralized or otherwise backstopped(with a letter of credit on customary terms) to the applicable L/C Lender’s and the Administrative Agent’s reasonable satisfaction or the participations thereinare required to be assumed by Lenders that have commitments which extend beyond such R/C Maturity Date)) in which such participant is participating, orreduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase ininterest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it beingunderstood that a waiver of any Default or Event of Default or of a mandatory reduction in the total Commitments or Total Revolving Commitments or of amandatory prepayment shall not constitute a change in the terms of such participation, that an increase in any Commitment (or the available portion thereof)or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof and that any amendmentor modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i),notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) consent to the assignment or transfer by any CreditParty of any of its rights and obligations under this Agreement or other Credit Document to which it is a party or (iii) release all or substantially all of theCollateral under all of the Security Documents (except as expressly provided in the Credit Documents) supporting the Loans or Letters of Credit hereunder inwhich such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of theother Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by suchLender in favor of the participant relating thereto). Subject to the last sentence of this paragraph (a), Borrower agrees that each participant shall be entitled tothe benefits of Sections 5.01, and 5.06 (subject to the obligations and limitations of such Sections, including Section 5.06(b), (c) and (d) (it being understoodthat the documentation required under Section 5.06(b), (c) and (d) shall be delivered to the participating Lender)) to the same extent as if it were a Lender andhad acquired its interest by assignment pursuant to paragraph (b) of this Section 13.05. To the extent permitted by law, each participant also shall be entitledto the benefits of Section 4.07 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agentof Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and related interest amounts) of eachparticipant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall beconclusive, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of suchparticipation for all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation to disclose all or anyportion of a Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans,letters of credit or its other obligations under any Credit Document) to any Person except to the extent such disclosure is necessary to establish that suchcommitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. A participantshall not be entitled to receive any greater payment under Sections 5.01 or 5.06 than the applicable Lender would have been entitled to receive with respectto the participation sold to such participant, unless the entitlement to a greater payment results from any change in applicable Laws after the date theparticipant became a participant.(b) No Lender (or any Lender together with one or more other Lenders) may assign all or any portion of its Commitments, Loans and relatedoutstanding Obligations (or, if the Commitments with respect to the relevant Tranche have terminated, outstanding Loans and Obligations) hereunder, exceptto one or more Eligible Assignees (treating any fund that invests in loans and any other fund that invests in loans and is managed or advised by the sameinvestment advisor of such fund or by an Affiliate of such investment advisor as a single Eligible Assignee) with the consent of Administrative Agent and inthe case of an assignment of Revolving Loans or Revolving Commitments, the-138- consent of each L/C Lender and, so long as no Event of Default pursuant to Section 11.01(b) or 11.01(c), or, with respect to Borrower, 11.01(g) or 11.01(h),has occurred and is continuing, Borrower (each such consent not to be unreasonably withheld or delayed); provided that (x) except in the case of anassignment of the entire remaining amount of the assigning Lender’s Commitments and Loans at the time owing to it, the aggregate amount of theCommitments or Loans subject to such assignment shall not be less than $5.0 million; (y) no such consent of Borrower shall be necessary in the case of (i) anassignment of Revolving Loans or Revolving Commitments by a Revolving Lender to another Revolving Lender and (ii) an assignment of Term FacilityLoans by a Lender to (A) its parent company and/or any Affiliate of such Lender which is at least 50% owned by such Lender or its parent company or (B)one or more other Lenders or any Affiliate of any such other Lender which is at least 50% owned by such other Lender or its parent company (provided thatany fund that invests in loans and is managed or advised by the same investment advisor of another fund which is a Lender (or by an Affiliate of suchinvestment advisor) shall be treated as an Affiliate that is at least 50% owned by such other Lender or its parent company for the purposes of this sub-clause(x)(ii)(B)), or (C) in the case of any Lender that is a fund that invests in loans, any other fund that invests in loans and is managed or advised by the sameinvestment advisor of any Lender or by an Affiliate of such investment advisor, and (y) Borrower shall be deemed to have consented to any such assignmentunless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after having received notice thereof. Notwithstandingthe foregoing, so long as no Event of Default pursuant to Section 11.01(b) or 11.01(c), or, with respect to Borrower, 11.01(g) or 11.01(h), has occurred and iscontinuing, no assignment will be permitted to any Lender that will result in such Lender holding, collectively with its Affiliates (including any Persondeemed to be an Affiliate for purposes of sub-clause (x)(ii)(B) above), Loans and Commitments having an aggregate principal amount of $100.0 million, orgreater, without the prior written consent of Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided that Borrower shallbe deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Daysafter a Responsible Officer has received notice thereof. Each assignee shall become a party to this Agreement as a Lender by execution of an AssignmentAgreement; provided that (I) Administrative Agent shall, unless it otherwise agrees in its sole discretion, receive at the time of each such assignment, from theassigning or assignee Lender, the payment of a non-refundable assignment fee of $3,500, (II) no such transfer or assignment will be effective until recorded byAdministrative Agent on the Register pursuant to Section 2.08, and (III) such assignments may be made on a pro rata basis among Commitments and/or Loans(and related Obligations). To the extent of any assignment permitted pursuant to this Section 13.05(b), the assigning Lender shall be relieved of itsobligations hereunder with respect to its assigned Commitments and outstanding Loans (provided that such assignment shall not release such Lender of anyclaims or liabilities that may exist against such Lender at the time of such assignment). At the time of each assignment pursuant to this Section 13.05(b) to aPerson which is not already a Lender hereunder, the respective assignee Lender shall, to the extent legally eligible to do so, provide to Borrower andAdministrative Agent the appropriate Internal Revenue Service Forms and other information as described in Sections 5.06(b) and 5.06(d), as applicable. Tothe extent that an assignment of all or any portion of a Lender’s Commitments, Loans and related outstanding Obligations pursuant to Section 2.11, Section13.04(b)(B) or this Section 13.05(b) would, under the laws in effect at the time of such assignment, result in increased costs under Section 5.01 or 5.03 fromthose being charged by the respective assigning Lender prior to such assignment, then Borrower shall not be obligated to pay such increased costs (althoughBorrower, in accordance with and pursuant to the other provisions of this Agreement, shall be obligated to pay any other increased costs of the type describedabove resulting from Changes in Law after the date of the respective assignment).(c) Nothing in this Agreement shall prevent or prohibit any Lender from pledging or assigning a security interest in its rights under this Agreementto secure obligations of such Lender, including any pledge or assignment of a security interest to a Federal Reserve Bank or other central banking authority.No pledge pursuant to this Section 13.05(c) shall release the transferor Lender from any of its obligations hereunder or permit the pledgee to become a lenderhereunder without otherwise complying with Section 13.05(b).(d) Notwithstanding anything to the contrary contained in this Section 13.05 or any other provision of this Agreement, Borrower and itsSubsidiaries may, but shall not be required to, purchase (x) outstanding Loans pursuant to the Auction Procedures established for each such purchase in anauction managed by Auction Manager and (y) outstanding Term Loans through open market purchases, subject solely to the following conditions:(i) (x) with respect to any Borrower Loan Purchase pursuant to the Auction Procedures, at the time of the applicable Purchase Notice(as defined in Exhibit N), no Event of Default under Section 11.01(a)-139- or 11.01(b) or, with respect to Borrower, Section 11.01(g) or 11.01(h), has occurred and is continuing or would result therefrom, and (y) with respectto any Borrower Loan Purchase consummated through an open market purchase, at the time of the applicable assignment, no Event of Default underSection 11.01(a) or 11.01(b) or, with respect to Borrower, Section 11.01(g) or 11.01(h) has occurred and is continuing or would result therefrom;(ii) immediately upon any Borrower Loan Purchase, the Loans purchased pursuant thereto shall be cancelled for all purposes and nolonger outstanding (and may not be resold, assigned or participated out by Borrower) for all purposes of this Agreement and all other CreditDocuments (provided; that such purchases and cancellations shall not constitute prepayments or repayments of the Loans (including, withoutlimitation, pursuant to Section 2.09, Section 2.10 or Article IV) for any purpose hereunder), including, but not limited to (A) the making of, or theapplication of, any payments to the Lenders under this Agreement or any other Credit Document, (B) the making of any request, demand,authorization, direction, notice, consent or waiver under this Agreement or any other Credit Document, (C) the providing of any rights to Borroweras a Lender under this Agreement or any other Credit Document, and (D) the determination of Required Lenders, or for any similar or relatedpurpose, under this Agreement or any other Credit Document;(iii) with respect to each Borrower Loan Purchase, Administrative Agent shall receive (x) if such Borrower Loan Purchase isconsummated pursuant to the Auction Procedures, a fully executed and completed Borrower Assignment Agreement effecting the assignmentthereof, and (y) if such Borrower Loan Purchase is consummated pursuant to an open market purchase, a fully executed and completed Open MarketAssignment and Assumption Agreement effecting the assignment thereof;(iv) with respect to any Borrower Loan Purchase of Revolving Loans under any Revolving Facility (x) there shall occur acorresponding reduction in the Revolving Commitments of each applicable Revolving Lender and (y) after giving effect to such Borrower LoanPurchase, there shall be sufficient aggregate Revolving Commitments among the Revolving Lenders to apply to the aggregate amount of L/CLiabilities outstanding as of such date, unless Borrower shall concurrently with the payment of the purchase price by Borrower for such RevolvingLoans, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.16 in the amount of any such excess L/CLiabilities;(v) open market purchases of Term Loans by Borrower and its Subsidiaries shall not in the aggregate exceed 25% of the sum of theinitial aggregate principal amount of the Term Loans on the Closing Date; and(vi) Borrower may not use the proceeds of any Revolving Loan to fund the purchase of outstanding Loans pursuant to this Section13.05(d).The assignment fee set forth in Section 13.05(b) shall not be applicable to any Borrower Loan Purchase consummated pursuant to this Section13.05(d).(e) Each Lender who is an Affiliate of Borrower (excluding (x) Borrower and its Subsidiaries and (y) any Debt Fund Affiliate Lenders) (each, an“Affiliate Lender”; it being understood that (x) neither Borrower nor any of its Subsidiaries may be Affiliate Lenders and (y) Debt Fund Affiliate Lenders andAffiliate Lenders may be lenders in accordance with this Section 13.05 subject, in the case of Affiliate Lenders, to this Section 13.05(e) and Section 13.05(f)),in connection with any (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of theterms of any Credit Document, (ii) other action on any matter related to any Credit Document or (iii) direction to the Administrative Agent, Collateral Agentor any Lender to undertake any action (or refrain from taking any action) with respect to or under any Credit Document, agrees that, except with respect toany amendment, modification, waiver, consent or other action (1) described in clauses (i) through (vi) of Section 13.04(a) or (2) that adversely affects suchAffiliate Lender (in its capacity as a Lender) in a disproportionately adverse manner as compared to other Lenders, such Affiliate Lender shall be deemed tohave voted its interest as a Lender without discretion in such proportion as the allocation of voting with respect to such matter by Lenders who are notAffiliate Lenders. Each Affiliate Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as suchAffiliate Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliate-140- Lender and in the name of such Affiliate Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrumentthat the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (e).(f) Notwithstanding anything to the contrary in this Agreement, no Affiliate Lender shall have any right to (i) attend (including by telephone) anymeeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of Borrower are not then present,(ii) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/orone or more Lenders, except to the extent such information or materials have been made available to Borrower or its representatives, (iii) make or bring (orparticipate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent,the Collateral Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lenderunder the Credit Documents, (iv) purchase any Term Loan if, immediately after giving effect to such purchase, Affiliate Lenders in the aggregate would ownTerm Loans with an aggregate principal amount in excess of 25% of the aggregate principal amount of all Term Loans then outstanding or (v) purchase anyRevolving Loans or Revolving Credit Commitments.SECTION 13.06. Survival. The obligations of the Credit Parties under Sections 5.01, 5.05, 5.06, 13.03 and 13.20, the obligations of eachGuarantor under Section 6.03, and the obligations of the Lenders and Administrative Agent under Sections 5.06 and 12.08, in each case shall survive therepayment of the Loans and the other Obligations and the termination of the Commitments and, in the case of any Lender that may assign any interest in itsCommitments, Loans or L/C Interest (and any related Obligations) hereunder, shall (to the extent relating to such time as it was a Lender) survive the makingof such assignment, notwithstanding that such assigning Lender may cease to be a “Lender” hereunder. In addition, each representation and warranty made,or deemed to be made by a notice of any extension of credit, herein or pursuant hereto shall be considered to have been relied upon by the other partieshereto and shall survive the execution and delivery of this Agreement and the Notes and the making of any extension of credit hereunder, regardless of anyinvestigation made by any such other party or on its behalf and notwithstanding that Administrative Agent or any Lender may have had notice or knowledgeof any Default or incorrect representation or warranty.SECTION 13.07. Captions. The table of contents and captions and Section headings appearing herein are included solely for convenience ofreference and are not intended to affect the interpretation of any provision of this Agreement.SECTION 13.08. Counterparts; Interpretation; Effectiveness. This Agreement may be executed in counterparts (and by different parties heretoon different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreementand the other Credit Documents, constitute the entire contract among the parties thereto relating to the subject matter hereof and supersede any and allprevious agreements and understandings, oral or written, relating to the subject matter hereof, other than the Fee Letter, which are not superseded and survivesolely as to the parties thereto (to the extent provided therein). This Agreement shall become effective when the Closing Date shall have occurred, and thisAgreement shall have been executed and delivered by the Credit Parties and when Administrative Agent shall have received counterparts hereof which, whentaken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronic mail shall beeffective as delivery of a manually executed counterpart of this Agreement.SECTION 13.09. Governing Law; Submission to Jurisdiction; Waivers; Etc.(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND ANY CLAIMS, CONTROVERSIES, DISPUTES,OR CAUSES OF ACTION (WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) BASED UPON OR RELATING TO THISAGREEMENT OR THE OTHER CREDIT DOCUMENTS (EXCEPT AS TO ANY OTHER CREDIT DOCUMENT, AS EXPRESSLY SET FORTH IN SUCHOTHER CREDIT DOCUMENT), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORKWITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PRINCIPLES THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION.-141- (b) SUBMISSION TO JURISDICTION. EACH CREDIT PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOTCOMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER AT LAW OR IN EQUITY, WHETHER INCONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY OF THEIR RESPECTIVE AFFILIATES, ORANY OF THE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ADVISORS OF THE FOREGOING IN ANY WAY RELATING TO THISAGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN ANY FORUM OTHER THANTHE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THESOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETOIRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OFANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINALJUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONSBY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER CREDITDOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANYACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AGAINST ANY CREDIT PARTY OR ITSPROPERTIES IN THE COURTS OF ANY JURISDICTION.(c) WAIVER OF VENUE. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANYACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN ANY COURTREFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION ORPROCEEDING IN ANY SUCH COURT.(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDEDFOR NOTICES IN SECTION 13.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS INANY OTHER MANNER PERMITTED BY APPLICABLE LAW.(e) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OFOR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENTOR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THEEVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETOHAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUALWAIVERS AND CERTIFICATIONS IN THIS SECTION.SECTION 13.10. Confidentiality. Each Agent and each Lender agrees to keep information obtained by it pursuant to the Credit Documentsconfidential in accordance with such Agent’s or such Lender’s customary practices and agrees that it will only use such information in connection with thetransactions contemplated hereby and not disclose any of such information other than (a) to such Agent’s or such Lender’s employees, representatives,directors, attorneys, auditors, agents, professional advisors, trustees or Affiliates who are advised of the confidential nature thereof and instructed to keep suchinformation confidential or to any direct or indirect, actual or prospective, creditor or contractual counterparty in swap agreements or derivative orsecuritization transactions or such creditor’s or contractual-142- counterparty’s professional advisor (so long as such creditor, contractual counterparty or professional advisor to such creditor or contractual counterpartyagrees in writing to be bound by the provision of this Section 13.10, such Agent or such Lender being liable for any breach of confidentiality by any Persondescribed in this clause (a) and with respect to disclosures to Affiliates to the extent disclosed by such Lender to such Affiliate), (b) to the extent suchinformation presently is or hereafter becomes available to such Agent or such Lender on a non-confidential basis from a Person not an Affiliate of such Agentor such Lender not known to such Agent or such Lender to be violating a confidentiality obligation by such disclosure, (c) to the extent disclosure is requiredby any Law, subpoena or judicial order or process (provided that notice of such requirement or order shall be promptly furnished to Borrower unless suchnotice is legally prohibited) or requested or required by bank, securities, insurance or investment company regulations or auditors or any administrative bodyor commission (including the Securities Valuation Office of the NAIC) to whose jurisdiction such Agent or such Lender is subject, (d) to any rating agency tothe extent required in connection with any rating to be assigned to such Agent or such Lender; provided that prior notice thereof is furnished to Borrower, (e)to pledgees under Section 13.05(c), assignees, participants, prospective assignees or prospective participants, in each case who agree in writing to be boundby the provisions of this Section 13.10 (it being understood that any electronically recorded agreement from any Person listed above in this clause (e) inrespect to any electronic information (whether posted or otherwise distributed on Intralinks or any other electronic distribution system) shall satisfy therequirements of this clause (e)), (f) in connection with the exercise of remedies hereunder or under any Credit Document or to the extent required inconnection with any litigation with respect to the Loans or any Credit Document or (g) with Borrower’s prior written consent.SECTION 13.11. Independence of Representations, Warranties and Covenants. The representations, warranties and covenants contained hereinshall be independent of each other and no exception to any representation, warranty or covenant shall be deemed to be an exception to any otherrepresentation, warranty or covenant contained herein unless expressly provided, nor shall any such exception be deemed to permit any action or omissionthat would be in contravention of applicable law.SECTION 13.12. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective andvalid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffectiveonly to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.SECTION 13.13. Gaming Laws.(a) Notwithstanding anything to the contrary in this Agreement or any other Credit Document, this Agreement and the other Credit Documents aresubject to the Gaming Laws and the laws involving the sale, distribution and possession of alcoholic beverages and/or tobacco, as applicable (the “LiquorLaws”). Without limiting the foregoing, Administrative Agent, each other Agent, each Lender and each participant acknowledges that (i) it is the subject ofbeing called forward by any Gaming Authority or any Governmental Authority enforcing the Liquor Laws (the “Liquor Authority”), in each of theirdiscretion, for licensing or a finding of suitability or to file or provide other information, and (ii) all rights, remedies and powers under this Agreement and theother Credit Documents, including with respect to Pledged Collateral and the entry into and ownership and operation of the Gaming Facilities, and thepossession or control of gaming equipment, alcoholic beverages or a gaming or liquor license, may be exercised only to the extent that the exercise thereofdoes not violate any applicable provisions of the Gaming Laws and Liquor Laws and only to the extent that required approvals (including prior approvals)are obtained from the requisite Governmental Authorities.(b) Notwithstanding anything to the contrary in this Agreement or any other Credit Document, Administrative Agent, each other Agent, eachLender and each participant agrees to cooperate with each Gaming Authority and each Liquor Authority (and, in each case, to be subject to Section 2.11) inconnection with the administration of their regulatory jurisdiction over Borrower and the other Credit Parties, including, without limitation, the provision ofsuch documents or other information as may be requested by any such Gaming Authorities and/or Liquor Authorities relating to Administrative Agent, anyother Agent, any of the Lenders or participants, Borrower and its Subsidiaries or to the Credit Documents.-143- (c) Notwithstanding anything to the contrary in this Agreement or any other Credit Document, to the extent any provision of this Agreement or anyother Credit Document excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to make effective or perfectany security interest in favor of Collateral Agent or any other Secured Party in the Pledged Collateral, the representations, warranties and covenants made byBorrower or any Restricted Subsidiary in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted infavor of Collateral Agent or any other Secured Party (including, without limitation, Article VIII of this Agreement) shall be deemed not to apply to suchassets.(d) The Collateral Agent, Administrative Agent, Secured Parties and their respective successors and assignees are subject to being called forwardby the Gaming Authorities, in their discretion, for licensing or findings of suitability in order to remain entitled to the benefits of this Agreement or any otherCredit Document.SECTION 13.14. USA Patriot Act. Each Lender that is subject to the Act (as hereinafter defined) to the extent required hereby, notifies Borrowerand the Guarantors that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it isrequired to obtain, verify and record information that identifies Borrower and the Guarantors, which information includes the name and address of Borrowerand the Guarantors and other information that will allow such Lender to identify Borrower and the Guarantors in accordance with the Act, and Borrower andthe Guarantors agree to provide such information from time to time to any Lender.SECTION 13.15. Judgment Currency.(a) Borrower’s obligations hereunder and under the other Credit Documents to make payments in Dollars (the “Obligation Currency”) shall not bedischarged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency,except to the extent that such tender or recovery results in the effective receipt by Administrative Agent, Collateral Agent, the respective L/C Lender or therespective Lender of the full amount of the Obligation Currency expressed to be payable to Administrative Agent, Collateral Agent, such L/C Lender or suchLender under this Agreement or the other Credit Documents. If, for the purpose of obtaining or enforcing judgment against Borrower in any court or in anyjurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred toas the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made at the Dollar Equivalent thereof and, in the case ofother currencies the rate of exchange (as quoted by Administrative Agent or if Administrative Agent does not quote a rate of exchange on such currency, by aknown dealer in such currency designated by Administrative Agent) determined, in each case, as of the day on which the judgment is given (such day beinghereinafter referred to as the “Judgment Currency Conversion Date”).(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion and the date of actual payment of theamount due by Borrower, Borrower covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount),as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, willproduce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment orjudicial award at the rate or exchange prevailing on the Judgment Currency Conversion Date.(c) For purposes of determining the Dollar Equivalent or any other rate of exchange for this Section 13.15, such amounts shall include anypremium and costs payable in connection with the purchase of the Obligation Currency.SECTION 13.16. Waiver of Claims. Notwithstanding anything in this Agreement or the other Credit Documents to the contrary, the Credit Partieshereby agree that Borrower shall not acquire any rights as a Lender under this Agreement as a result of any Borrower Loan Purchase and may not make anyclaim as a Lender against any Agent or any Lender with respect to the duties and obligations of such Agent or Lender pursuant to this Agreement and theother Credit Documents; provided, however, that, for the avoidance of doubt, the foregoing shall not impair Borrower’s ability to make a claim in respect of abreach of the representations or warranties or obligations of the relevant assignor-144- in a Borrower Loan Purchase, including in the standard terms and conditions set forth in the assignment agreement applicable to a Borrower Loan Purchase.SECTION 13.17. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including inconnection with any amendment, waiver or other modification hereof or of any other Credit Document), Borrower and each other Credit Party acknowledgesand agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by theAdministrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and the Lenders are arm’s-length commercial transactions between Borrower, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, theCollateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and the Lenders, on the other hand, (B) each ofBorrower and the other Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and(C) Borrower and each other Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactionscontemplated hereby and by the other Credit Documents; (ii) (A) the Administrative Agent, the Collateral Agent, the Documentation Agent, the SyndicationAgents, the Lead Arrangers, the Arrangers and the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by therelevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Borrower, any other Credit Party or any of their respectiveAffiliates, or any other Person and (B) none of the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the LeadArrangers, the Arrangers or the Lenders has any obligation to Borrower, any other Credit Party or any of their respective Affiliates with respect to thetransactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents or in other written agreementsbetween the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers or any Lenderon one hand and Borrower, any other Credit Party or any of their respective Affiliates on the other hand; and (iii) the Administrative Agent, the CollateralAgent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and the Lenders and their respective Affiliates may be engagedin a broad range of transactions that involve interests that differ from, or conflict with, those of Borrower, the other Credit Parties and their respectiveAffiliates, and none of the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangersor the Lenders has any obligation to disclose any of such interests to Borrower, any other Credit Party or any of their respective Affiliates. Each Credit Partyagrees that nothing in the Credit Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty betweenthe Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and the Lenders, on theone hand, and such Credit Party, its stockholders or its affiliates, on the other. To the fullest extent permitted by law, each of Borrower and each other CreditParty hereby waives and releases any claims that it may have against the Administrative Agent, the Collateral Agent, the Documentation Agent, theSyndication Agents, the Lead Arrangers, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connectionwith any aspect of any transaction contemplated hereby (other than any agency or fiduciary duty expressly set forth in an any engagement letter referenced inclause (ii)(A)).SECTION 13.18. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for anyright or remedy against any Credit Party or any other obligor under any of the Credit Documents or the Swap Contracts or (with respect to the exercise ofrights against the collateral) Cash Management Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similarclaim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral orany other property of any such Credit Party, without the prior written consent of Administrative Agent. The provisions of this Section 13.18 are for the solebenefit of the Agents and Lenders and shall not afford any right to, or constitute a defense available to, any Credit Party.SECTION 13.19. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Credit Document, the interest paid oragreed to be paid under the Credit Documents (collectively, the “Charges”) shall not exceed the maximum rate of non-usurious interest permitted byapplicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interestshall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrower. In determining whether the interest contracted for,charged, or received by an Agent or a Lender exceeds the Maximum Rate, such-145- Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest,(b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interestthroughout the contemplated term of the Obligations hereunder. To the extent permitted by applicable Law, the interest and other Charges that would havebeen payable in respect of such Loan but were not payable as a result of the operation of this Section 13.19 shall be cumulated and the interest and Chargespayable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount,together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Lender. Thereafter, interest hereundershall be paid at the rate(s) of interest and in the manner provided in this Agreement, unless and until the rate of interest again exceeds the Maximum Rate, andat that time this Section 13.19 shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amountthat such Lender could lawfully have received had the interest due hereunder been calculated for the full term hereof at the Maximum Rate. If the MaximumRate is calculated pursuant to this Section 13.19, such interest shall be calculated at a daily rate equal to the Maximum Rate divided by the number of daysin the year in which such calculation is made. If, notwithstanding the provisions of this Section 13.19, a court of competent jurisdiction shall finallydetermine that a Lender has received interest hereunder in excess of the Maximum Rate, Administrative Agent shall, to the extent permitted by applicableLaw, promptly apply such excess in the order specified in this Agreement and thereafter shall refund any excess to Borrower or as a court of competentjurisdiction may otherwise order.SECTION 13.20. Payments Set Aside. To the extent that any payment by or on behalf of Borrower is made to any Agent, any L/C Lender or anyLender, or any Agent, any L/C Lender or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof issubsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent,such L/C Lender or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any DebtorRelief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived andcontinued in full force and effect as if such payment had not been made or such setoff had not occurred and the Agents’, the L/C Lender’s and the Lenders’Liens, security interests, rights, powers and remedies under this Agreement and each Credit Document shall continue in full force and effect, and (b) eachLender severally agrees to pay to Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent or L/CLender, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time totime in effect. In such event, each Credit Document shall be automatically reinstated (to the extent that any Credit Document was terminated) and Borrowershall take (and shall cause each other Credit Party to take) such action as may be requested by Administrative Agent, the L/C Lenders and the Lenders toeffect such reinstatement.[Signature Pages Follow]-146- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.WYNN AMERICA, LLCa Nevada limited liability company By: Wynn Resorts Holdings, LLCa Nevada limited liability company, its sole member By: Wynn Resorts, Limited,a Nevada corporation, its sole member By: /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, SVP and Treasurer Address for Notices for Borrower and each SubsidiaryGuarantor: Wynn America, LLC3131 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Contact Person: PresidentFacsimile No.: (702) 770-1349Telephone No.: (803) 770-7000 With a copy to: Wynn America, LLC3131 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Contact Person: General CounselFacsimile No.: (702) 770-1349Telephone No.: (803) 770-7000[Signature Page to Credit Agreement] WYNN LAS VEGAS HOLDINGS, LLC,a Nevada limited liability company By: Wynn America, LLCa Nevada limited liability company, its sole member By. Wynn Resorts Holdings, LLC,a Nevada limited liability company, its sole member By: Wynn Resorts, Limited,a Nevada corporation, its sole member By: /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, SVP and Treasurer[Signature Page to Credit Agreement] WYNN MA, LLC,a Nevada limited liability company By: Wynn America, LLCa Nevada limited liability company, its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company, its sole member By: Wynn Resorts, Limited,a Nevada corporation, its sole member By: /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, SVP and Treasurer[Signature Page to Credit Agreement] EVERETT PROPERTY, LLC,a Massachusetts limited liability company By: Wynn America, LLCa Nevada limited liability company, its sole member By: Wynn Resorts Holdings, LLC,a Nevada limited liability company, its sole member By: Wynn Resorts, Limited,a Nevada corporation, its sole member By: /s/ Stephen CooteyName: Stephen CooteyTitle: Chief Financial Officer, SVP and Treasurer[Signature Page to Credit Agreement] DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: /s/ MaryKay CoyleName: MaryKay CoyleTitle: Managing Director By: /s/ Michael WintersName: Michael WintersTitle: Vice President Address for Notices:60 Wall StreetNew York, NY 10005 Contact Person: MaryKay CoyleFacsimile No.: 646-430-9677Telephone No.: 212-250-6039Email: marykay.coyle@db.com[Signature Page to Credit Agreement] DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent By: /s/ MaryKay CoyleName: MaryKay CoyleTitle: Managing Director By: /s/ Michael WintersName: Michael WintersTitle: Vice President Address for Notices:60 Wall StreetNew York, NY 10005 Contact Person: MaryKay CoyleFacsimile No.: 646-430-9677Telephone No.: 212-250-6039Email: marykay.coyle@db.com[Signature Page to Credit Agreement] DEUTSCHE BANK AG NEW YORK BRANCH, as Lender By: /s/ MaryKay CoyleName: MaryKay CoyleTitle: Managing Director By: /s/ Michael WintersName: Michael WintersTitle: Vice President Address for Notices:60 Wall StreetNew York, NY 10005 Contact Person: MaryKay CoyleFacsimile No.: 646-430-9677Telephone No.: 212-250-6039Email: marykay.coyle@db.com[Signature Page to Credit Agreement] BANK OF AMERICA, N.A., as Lender By: /s/ Brian D. CorumName: Brian D. CorumTitle: Managing Director Address for Notices:901 Main Street Floor 64Dallas, Texas 75202 Contact Person: Justin LienFacsimile No.: 214-290-9540Telephone No.: 214-209-3363Email: Justin.lien@baml.com[Signature Page to Credit Agreement] [Signature Page to Credit Agreement] CREDIT ARGICOLE CORPORATE AND INVESTMENT BANK, as Lender By: /s/ Juliette CohenName: Juliette CohenTitle: Managing Director By: /s/ Amy TrappName: Amy TrappTitle: Managing Director Address for Notices:1301 Avenue of the AmericasNew York, NY 10019 Contact Person: Steve JonassenFacsimile No.: 917-849-5495Telephone No.: 212-261-7764Email: steve.jonassen@ca-cib.com[Signature Page to Credit Agreement] FIFTH THIRD BANK, as Lender By: /s/ Richard ArendaleName: Richard ArendaleTitle: Vice President Address for Notices:50 50 Kingsley Dr.Cincinnati, Oh.45227 Contact Person: Veronica GulantiFacsimile No.: 513-358-3480Telephone No.: 513-358-4344Email: veronica.galanti@53.com[Signature Page to Credit Agreement] SUNTRUST BANK, as Lender By: /s/ J. Haynes Gentry IIIName: J. Haynes Gentry IIITitle: Director Address for Notices:MA GA-ATL-20133333 Peachtree Rd, NE, 6th FloorAlanta, GA 30326 Contact Person: Toby StoopsFacsimile No.: 404-439-7327Telephone No.: 404-439-9724Email: toby.stoops@suntrust.com[Signature Page to Credit Agreement] THE BANK OF NOVA SCOTIA, as Lender By: /s/ Eugene DempsyName: Eugene DempsyTitle: Director Address for Notices:720 King Street West, 2nd floor,Toronto, ON, CanadaM5V 2T3 Contact Person: Mona NagpulFacsimile No.: 212-225-5709Telephone No.: 416-649-4066Email: mona.nagpul@scotiabank.com; GWSLoanOps.USCorp@scotiabank.com[Signature Page to Credit Agreement] BNP PARIBAS, as Lender By: /s/ James GoodallName: James GoodallTitle: Managing Director By: /s/ Louise RousselName: Louise RousselTitle: Vice President Address for Notices:787 Seventh AvenueNew York, NY 10019 Contact Person: Cecilia LukFacsimile No.: 212-841-2745Telephone No.: 212-841-2980Email: cecilia.luk@us-bnpparibas.com[Signature Page to Credit Agreement] SUMITOMO MITSUI BANKING CORPORATION, as Lender By: /s/ Hideo NotsuName: Hideo NotsuTitle: Executive Director Address for Notices:Sumitomo Mitsui Banking Corporation, NY Branch277 Park AvenueNew York, NY 10172 Contact Person: John CorriganFacsimile No.: 212-224-4887Telephone No.: 212-224-4735Email: jcorrigan@smbclf.com[Signature Page to Credit Agreement] UBS AG, STAMFORD BRANCH, as Lender By: /s/ Jennifer AndersonName: Jennifer AndersonTitle: Associate Director By: /s/ Lana GifasName: Lana GifasTitle: Director Address for Notices:Contact Person: Loan Administration TeamFacsimile No.: 203-719-3888Telephone No.: 615-332-6868Email: All notices to be sent by fax[Signature Page to Credit Agreement] BANK OF CHINA, LOS ANGELES BRANCH, as Lender By: /s/ Ruisong ZhaoName: Ruisong ZhaoTitle: Branch Manager and Senior Vice President Address for Notices:444 S. Flower Street, 39/Fl.Los Angeles, CA 90071 Contact Person: Jason FuFacsimile No.: 213-688-7720Telephone No.: 213-688-8700x235Email: jfu@bocusa.com[Signature Page to Credit Agreement] MORGAN STANLEY SENIOR FUNDING, INC., as Lender By: /s/ Michael KingName: Michael KingTitle: Vice President Address for Notices:Morgan Stanley Loan Servicing1300 Thames Street Wharf, 4th floorBaltimore, MD 21231 Contact Person: Morgan Stanley Loan ServicingFacsimile No.: 718-233-2140Telephone No.: 443-627-4355Email: msloanservicing@morganstanley.com[Signature Page to Credit Agreement] ANNEX A-1REVOLVING COMMITMENTSLenderRevolving CommitmentDEUTSCHE BANK AG NEW YORK BRANCH$43,000,000.00BANK OF AMERICA, N.A.$43,000,000.00THE BANK OF NOVA SCOTIA$43,000,000.00CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK$43,000,000.00FIFTH THIRD BANK$43,000,000.00SUNTRUST BANK$43,000,000.00SUMITOMO MITSUI BANKING CORPORATION$30,000,000.00BNP PARIBAS$30,000,000.00UBS AG, STAMFORD BRANCH$30,000,000.00MORGAN STANLEY SENIOR FUNDING, INC.$15,000,000.00BANK OF CHINA, LOS ANGELES BRANCH$12,000,000.00Total Revolving Commitments:$375,000,000.00ANNEX A-2TERM FACILITY COMMITMENTSLenderTerm Facility CommitmentDEUTSCHE BANK AG NEW YORK BRANCH$100,333,333.34BANK OF AMERICA, N.A.$100,333,333.34THE BANK OF NOVA SCOTIA$100,333,333.33CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK$100,333,333.33FIFTH THIRD BANK$100,333,333.33SUNTRUST BANK$100,333,333.33SUMITOMO MITSUI BANKING CORPORATION$70,000,000.00BNP PARIBAS$70,000,000.00UBS AG, STAMFORD BRANCH$70,000,000.00MORGAN STANLEY SENIOR FUNDING, INC.$35,000,000.00BANK OF CHINA, LOS ANGELES BRANCH$28,000,000.00Total Term Facility Commitments:$875,000,000.00 ANNEX A-3L/C SUBLIMITSLenderL/C Sublimit1DEUTSCHE BANK AG NEW YORK BRANCH20.000000000%BANK OF AMERICA, N.A.20.000000000%CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK20.000000000%FIFTH THIRD BANK20.000000000%BNP PARIBAS20.000000000%1 In the event the Borrower appoints any Lead Arranger as of the Closing Date as an additional L/C Lender pursuant to the CreditAgreement, the foregoing L/C Sublimits shall be readjusted such that, after giving effect to such appointment, in respect of each thenexisting L/C Lender, its L/C Sublimit shall be the percentage obtained by dividing 100% by the number of then existing L/C Lenders. ANNEX BAMORTIZATION PAYMENTS TERM FACILITY LOANSDATE2PRINCIPAL AMOUNTJune 30, 2018$21,875,000.00September 30, 2018$21,875,000.00December 31, 2018$21,875,000.00March 31, 2019$21,875,000.00June 30, 2019$21,875,000.00September 30, 2019$21,875,000.00December 31, 2019$21,875,000.00March 31, 2020$21,875,000.00June 30, 2020$21,875,000.00September 30, 2020$21,875,000.00November 20, 2020$656,250,000.002 If such date is not a Business Day, then the date shall be the next succeeding Business Day unless such Business Day falls in anothercalendar month, in which case such date shall be the next preceding Business Day.Schedule 1.01(a) GuarantorsCompany Legal NameType of OrganizationJurisdiction of OrganizationWynn Las Vegas Holdings, LLCLimited liability companyNevadaWynn MA, LLCLimited liability companyNevadaEverett Property, LLCLimited liability companyMassachusettsSchedule 1.01(b) Excluded SubsidiariesNone.Schedule 2.03Specified Letters of Credit1. Letter of credit issued by Deutsche Bank AG New York Branch to Ace American Insurance Company, dated September 1, 2007,for $4,992,654.2. Letter of credit issued by Deutsche Bank AG New York Branch to Liberty Mutual Insurance Company, dated February 5, 2007,for $330,869.3. Letter of credit issued by Deutsche Bank AG New York Branch to National Union Fire Insurance Company (previously AmericanInternational Group), dated October 31, 2006, for $11,389,219.4. Letter of credit issued by Deutsche Bank AG New York Branch to Stonington Insurance Company (QBE North America), datedNovember 1, 2014, for $1,100,000, which will increase to $2,200,000 on May 1, 2015.Schedule 7.01Opinions of Local Counsel1. Nevada2. MassachusettsSchedule 7.01(j)ApprovalsNone.Schedule 8.03Litigation*None.* The fact that the items in this schedule are listed does not constitute an acknowledgment or create anyinference, express or implied, that any of these items necessarily constitute, or are reasonably expected toconstitute, a Material Adverse Effect.Schedule 8.07ERISANone.Schedule 8.10Environmental Matters*The matters described in the environmental reports provided to the Administrative Agent prior to the Closing Date.* The fact that the items in this schedule are listed does not constitute an acknowledgment or create anyinference, express or implied, that any of these items necessarily constitute, or are reasonably expected toconstitute, a Material Adverse Effect.Schedule 8.12(a)SubsidiariesWynn America, LLCName and Jurisdiction of Issuing EntityOwnership (%)Wynn Las Vegas Holdings, LLC100%Wynn MA, LLC100%Everett Property, LLC100%Schedule 8.12(b)Immaterial SubsidiariesNone.Schedule 8.12(c)Unrestricted SubsidiariesNone.Schedule 8.13(a)OwnershipNone.Schedule 8.15Licenses and PermitsNone.Schedule 8.18Intellectual PropertyNone.Schedule 8.19Regulation HNone.Schedule 8.21(a)Real PropertyNone.Schedule 8.21(b)Real Property Takings, etc.None.Schedule 9.12Designated Unrestricted SubsidiariesNone.Schedule 10.01Existing IndebtednessNone.Schedule 10.02Certain Existing LiensNone.Schedule 10.04InvestmentsNone.Schedule 10.07Transactions with AffiliatesNone.Exhibit 10.12.1COMPLETION GUARANTYTHIS COMPLETION GUARANTY (this “Agreement”) dated as of November 20, 2014, is made by WYNN RESORTS, LIMITED, a Nevadacorporation (“Guarantor”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as the administrative agent acting on behalf of itself and the Lenders(in such capacity, and together with its permitted successors and assigns acting in such capacity, the “Administrative Agent”). This Agreement is made anddelivered pursuant to the Credit Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), dated asof even date herewith, by and among Wynn America, LLC, a Nevada limited liability company (the “Borrower”), the guarantors thereunder, theAdministrative Agent, the banks, financial institutions and other entities from time to time party thereto in the capacity of lenders (the “Lenders”), and theother parties thereto. The Administrative Agent and the Lenders are hereinafter referred to as the “Beneficiaries”.RECITALSA. The Designation. On September 17, 2014, the Massachusetts Gaming Commission (the “Commission”) designated Wynn MA, LLC, a Nevadalimited liability company and subsidiary of the Borrower (“Wynn MA”), to receive the award of the Category 1 gaming license in Region A pursuant to thatcertain Agreement to Award the Category 1 License in Region A to Wynn MA, LLC dated as of September 17, 2014 (including the Exhibits attached thereto,and as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Designation”). Per the Designation, the license awardbecame effective as of November 7, 2014.B. The Project. The Borrower, through Wynn MA and its other Subsidiaries, desires to develop the proposed casino resort to be located inEverett, Massachusetts as described in the Designation (the “Project”).C. Credit Agreement. Concurrently herewith, the Lenders under the Credit Agreement are providing commitments to extend certain credit facilitiesto the Borrower, in an aggregate principal amount not to exceed One Billion Two Hundred Fifty Million Dollars ($1,250,000,000), the proceeds of which willbe used to provide for the financing for the development of the Project and otherwise for working capital and other general corporate purposes of theBorrower and its Subsidiaries.D. Requirement of Agreement. The Beneficiaries have agreed to enter into and consummate the transactions contemplated under the CreditAgreement on the condition that Guarantor guarantee certain of the Borrower’s and its Subsidiaries’ obligations as provided herein.E. Capitalized Terms. Capitalized terms used but not defined herein shall have the respective meanings given them in the Credit Agreement, andthe rules of interpretation contained in Sections 1.02 to 1.07 of the Credit Agreement shall apply hereto.AGREEMENTNOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and as an inducement tothe Beneficiaries to enter into the Credit Agreement, Guarantor hereby consents and agrees as follows:SECTION 1. AGREEMENT1.1 Subject to the terms hereof, Guarantor, as primary obligor and not merely as surety, unconditionally and irrevocably guarantees to theAdministrative Agent acting on behalf of the Lenders the performance by the Borrower and its Subsidiaries of the Guaranteed Obligations and agrees that iffor any reason the Borrower and its Subsidiaries shall fail to perform when due any of such Guaranteed Obligations, Guarantor will pay or perform the sameforthwith. The term “Guaranteed Obligations” as used in this Agreement shall mean the obtainment of sufficient funds necessary to achieve the OpeningDate (as defined in the Designation) of the Project in compliance with the Designation. 1 1.2 This Agreement is a primary obligation of Guarantor and is an absolute, unconditional, continuing and irrevocable agreement of performanceand is in no way conditioned upon any attempt to enforce in whole or in part the Borrower’s or any of its Subsidiaries’ liabilities and obligations to theBeneficiaries. This Agreement is not a guaranty of Indebtedness or other Obligations of the Borrower and its Subsidiaries under the Credit Agreement or theother Credit Documents, and in the case Guarantor provides funds in furtherance of the performance of its obligations hereunder, in no case shall any suchfunds be used for any purpose other than achievement of the Opening Date (as defined in the Designation) of the Project in compliance with the Designation.This Agreement shall be enforceable against Guarantor until the Completion Guaranty Termination Date (as defined below). Notwithstanding anything to thecontrary set forth in this Agreement, this Agreement shall only be enforceable so long as (a) the funds, assets and other property of the Borrower and itsSubsidiaries remain available to the Borrower and its Subsidiaries in furtherance of the Guaranteed Obligations and (b) the Beneficiaries have not elected toexercise remedies under the Credit Documents (whether non‑judicial or judicial foreclosure or otherwise) in order to obtain, or otherwise divest the Borrowerand its Subsidiaries of their respective assets or properties or Guarantor of its direct or indirect Equity Interests in the Borrower and its Subsidiaries (and byenforcing this Agreement, the Beneficiaries agree to forebear from any exercise of remedies described in clause (b) of this Section 1.2 with respect to anyEvent of Default (other than any Event of Default arising under Sections 11.01(b) or (c) of the Credit Agreement (other than in the case of an Event of Defaultarising under Sections 11.01(b) or (c) of the Credit Agreement solely as a result of the Beneficiaries otherwise exercising their right under the CreditAgreement to accelerate the principal of the Loans)) occurring during the period of Guarantor’s performance under this Agreement and prior to theCompletion Guaranty Termination Date (any such Event of Default, a “Specified Event of Default”); provided that the provisions of this sentence shall,solely in respect of any Specified Event of Default, expressly survive the Completion Guaranty Termination Date).1.3 The Beneficiaries may, in accordance with the Credit Documents, at any time and from time to time (whether or not after revocation ortermination of this Agreement) without the consent of or notice to Guarantor, except such consent or notice as may be expressly required by the CreditDocuments or applicable law which cannot be waived, without incurring responsibility to Guarantor, without impairing or releasing the obligations ofGuarantor hereunder, upon or without any terms or conditions and in whole or in part, (a) change the manner, place and terms of payment or change or extendthe time of payment of, renew, or alter any Obligation, or any obligations and liabilities incurred directly or indirectly in respect thereof or in any mannermodify, amend or supplement the terms of any Credit Document (in each case, with the consent of the Borrower and/or another Credit Party, if expresslyrequired by such documents); (b) exercise or refrain from exercising any rights against the Borrower or others (including Guarantor) or otherwise act or refrainfrom acting; (c) add or release any other guarantor or contributor from its obligations without affecting or impairing the obligations of Guarantor hereunder;(d) settle or compromise any Obligations and/or any obligations and liabilities incurred directly or indirectly in respect thereof, and may subordinate thepayment of all or any part thereof to the payment of any obligations and liabilities which may be due to the Beneficiaries or others; (e) sell, exchange, release,surrender, realize upon or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or howsoeversecuring the Guaranteed Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof orhereof and/or any offset there against the Beneficiaries or others; (f) accept any additional security for the Obligations or any increase, substitution or changetherein; (g) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of the Borrower or the other Credit Parties to theBeneficiaries under the Credit Documents in the manner provided therein regardless of what obligations and liabilities remain unpaid; (h) consent to or waiveany breach of, or any act, omission or default under any provision of any Credit Document or otherwise amend, modify or supplement (with the consent of theBorrower and/or another Credit Party, if expressly required by such documents) any Credit Document; (i) grant credit to any Credit Party, regardless of thefinancial or other condition of such Credit Party at the time of any such grant; and/or (j) act or fail to act in any manner referred to in this Agreement whichmay deprive Guarantor of any right to subrogation which Guarantor may, notwithstanding the provisions of Section 6 hereof, have against any Credit Party torecover full indemnity for any payments made pursuant to this Agreement or of any right of contribution which Guarantor may have against any other party.Notwithstanding the foregoing or anything else to the contrary contained herein, this Agreement cannot be changed, extended, renewed, modified, amended,altered, waived or otherwise supplemented in any manner except in accordance with Section 15 hereof.1.4 No invalidity, irregularity or unenforceability of any of the Guaranteed Obligations shall affect, impair, or be a defense to this Agreement,which is a primary obligation of Guarantor.1.5 This is a continuing guaranty and all obligations to which this Agreement applies or may apply under the terms hereof shall be conclusivelypresumed to have been created in reliance hereon. In the event that, 2 SD\1533989.10notwithstanding the provisions of Section 1.1 hereof, this Agreement shall be deemed revocable in accordance with applicable law, then any such revocationshall become effective only upon receipt by the Administrative Agent of written notice of revocation signed by Guarantor. No revocation or terminationhereof shall affect in any manner rights arising under this Agreement with respect to Guaranteed Obligations (i) arising prior to receipt by the AdministrativeAgent of written notice of such revocation or termination and the sole effect of revocation and termination hereof shall be to exclude from this Agreementany Guaranteed Obligations thereafter arising which are unconnected with Guaranteed Obligations theretofore arising or transactions therefore entered into or(ii) arising as a result of an Event of Default under the Credit Agreement occurring by reason of the revocation of termination of this Agreement.1.6 If and to the extent required in order for the Guaranteed Obligations of Guarantor to be enforceable under applicable federal, state and otherlaws relating to the insolvency of debtors, the maximum liability of Guarantor hereunder shall be limited to the greatest amount which can lawfully beguaranteed by Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation. Guarantor acknowledges andagrees that to the extent not prohibited by applicable law, (i) it (as opposed to its creditors, representatives of creditors or bankruptcy trustee) has no personalright under such laws to reduce or request any judicial relief that has the effect of reducing the amount of its liability under this Agreement, (ii) it (as opposedto its creditors, representatives of creditors or bankruptcy trustee, including Guarantor in its capacity as debtor in possession exercising any powers of abankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 1.6 or to reduce or request judicial relief reducing the amount of itsliability under this Agreement and (iii) the limitation set forth in this Section 1.6 may be enforced only to the extent required under such laws in order for theobligations of Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors orbankruptcy trustee of Guarantor or other Person entitled, under such laws, to enforce the provisions thereof.SECTION 2. REPRESENTATIONS AND WARRANTIESGuarantor makes the representations and warranties set forth below to the Beneficiaries as of the date hereof:2.1 Guarantor (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and (b) has allrequisite corporate or other power and authority to execute, deliver and perform under this Agreement.2.2 This Agreement has been duly executed and delivered by Guarantor and constitutes the legal, valid and binding obligation of such Guarantor,enforceable against Guarantor in accordance with the terms of this Agreement, subject to applicable bankruptcy, insolvency, moratorium and other similarlaws affecting creditors’ rights generally and general principles of equity.2.3 Neither the exception and delivery hereof nor the consummation of the transactions contemplated hereby nor the compliance with the termshereof (i) contravenes the formation documents or any other Requirement of Law applicable to or binding on Guarantor, (ii) contravenes or results in anybreach or constitutes any default under any agreement or instrument to which Guarantor is a party or (iii) does or will require the consent or approval of anyPerson which has not previously been obtained, in each case that would materially impair the Guarantor’s ability to perform under this Agreement.2.4 All governmental authorizations and actions necessary to be obtained, made or taken by Guarantor in connection with the execution anddelivery by Guarantor of this Agreement and the performance of its Guaranteed Obligations hereunder have been obtained or performed and are valid and infull force and effect, in each case to the extent the failure of which would materially impair the Guarantor’s ability to perform under this Agreement.2.5 Guarantor has established adequate means of obtaining financial and other information pertaining to the businesses, operations and condition(financial and otherwise) of the Borrower, its Subsidiaries and their respective properties on a continuing basis, and Guarantor now is and hereafter will becompletely familiar with the businesses, operations and condition (financial and otherwise) of the Borrower, its Subsidiaries and their respective properties.SECTION 3. COVENANTS 3 SD\1533989.10So long as this Agreement is in effect, Guarantor agrees that:(a)it will preserve, renew and keep in full force and effect its existence;(b)it will maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it for it toperform its obligations under this Agreement and will obtain any such consent that may become necessary in the future, in each case to the extent the failureof which would materially impair the Guarantor’s ability to perform under this Agreement;(c) it will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply wouldmaterially impair its ability to perform its obligations under this Agreement; and(d)promptly, and in any event within thirty (30) Business Days after obtaining knowledge thereof, Guarantor will give to each Beneficiaryand the Administrative Agent notice of the occurrence of any litigation or governmental proceeding (i) pending against Guarantor which would reasonablybe expected to adversely affect Guarantor’s ability to comply with this Agreement or (ii) which relates to this Agreement.SECTION 4. WAIVERTo the fullest extent permitted by law, Guarantor hereby waives and relinquishes all rights and remedies accorded by applicable law to sureties orguarantors and agrees not to assert or take advantage of any such rights or remedies, including, without limitation, (a) any right to require any Beneficiary toproceed against the Borrower or any other Person or to proceed against or exhaust any security held by any Beneficiary at any time or to pursue any otherremedy in any Beneficiary’s power before proceeding against Guarantor (including any right or claim of right to cause a marshalling of a debtor’s assets or toproceed against Guarantor, any debtor or any other guarantor of any debtor’s obligations in any particular order, including, without limitation, any rightarising under Nevada Revised Statutes Section 40.430 to the fullest extent permitted by Nevada Revised Statutes 40.495(2)), (b) any defense that may ariseby reason of the incapacity, lack of power or authority, death, dissolution, merger, termination or disability of the Borrower or any other Person or the failureof any Beneficiary to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of the Borrower or any other Person,(c) except for any demand required hereby, any right to demand, presentment, protest and notice of any kind, including, without limitation, notice of theexistence, creation or incurring of any new or additional indebtedness or obligation or of any action or non‑action on the part of the Borrower, anyBeneficiary, any endorser or creditor of the Borrower or Guarantor or on the part of any other Person under this or any other instrument in connection withany obligation or evidence of indebtedness held by any Beneficiary as collateral or in connection with any Guaranteed Obligations, (d) any defense basedupon an election of remedies by any Beneficiary which destroys or otherwise impairs any subrogation rights which Guarantor may, notwithstanding theprovisions of Sections 5 and 6 hereof, have against the Borrower or any other Person, any right which Guarantor may, notwithstanding the provisions ofSections 5 and 6 hereof, have to proceed against the Borrower or any other Person for reimbursement, or both, (e) any defense based on any offset against anyamounts which may be owed by any Person to Guarantor for any reason whatsoever, (f) any defense based on any act, failure to act, delay or omissionwhatsoever on the part of the Borrower or any other Person or the failure by the Borrower or any other Person to do any act or thing or to observe or performany covenant, condition or agreement to be observed or performed by it under the Credit Documents, (g) any defense based upon any statute or rule of lawwhich provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal, (h) anydefense, setoff or counterclaim which may at any time be available to or asserted by the Borrower or any other Person against any Beneficiary or any otherPerson under any of the Credit Documents, (i) any duty on the part of any Beneficiary to disclose to Guarantor any facts any Beneficiary may now or hereafterknow about the Borrower or any other Person, regardless of whether any Beneficiary has reason to believe that any such facts materially increase the riskbeyond that which Guarantor intends to assume, or has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity tocommunicate such facts to Guarantor, and Guarantor acknowledges that Guarantor is fully responsible for being and keeping informed of the financialcondition of the Borrower and each of its Subsidiaries and of all circumstances bearing on the risk of non‑payment of any obligations and liabilities herebyguaranteed, (j) any defense based on any change in the time, manner or place of any payment under, or in any other term of, the Credit Documents or anyother amendment, renewal, extension, acceleration, compromise or waiver of or any consent or departure from the terms of the Credit Documents, (k) anydefense arising because of any Beneficiary’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) ofthe 4 SD\1533989.10Bankruptcy Code, and (l) any defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code.SECTION 5. Intentionally omittedSECTION 6. SUBROGATIONUntil all obligations and liabilities of all kinds and nature of the Borrower under the Credit Documents (including the Obligations) have been Paidin Full, (a) Guarantor shall not have any right of subrogation and waives (i) all rights to enforce any remedy which any Beneficiary now has or may hereafterhave against the Borrower or any other Person, (ii) the benefit of, and all rights to participate in, any security now or hereafter held by any Beneficiary fromthe Borrower or any other Person and (iii) any right to require the Administrative Agent to join Guarantor in any action brought hereunder or to commenceany action against or obtain any judgment against the Credit Parties or to pursue any other remedy or enforce any other right, and (b) Guarantor waives anyclaim, right or remedy which Guarantor may now have or hereafter acquire against the Borrower or any other Person that arises hereunder and/or from theperformance by Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution,indemnification, or participation in any claim, right or remedy of any Beneficiary against the Borrower or any other Person, or any security which anyBeneficiary may now have or hereafter acquire, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law orotherwise.SECTION 7. BANKRUPTCYThe obligations of Guarantor under this Agreement shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involvingthe bankruptcy, reorganization, insolvency, receivership, liquidation or arrangement of the Borrower or any other Person, or by any defense which theBorrower or any other Person may have by reason of any order, decree or decision of any court or administrative body resulting from any such proceeding. SECTION 8. SUCCESSIONS OR ASSIGNMENTS8.1 This Agreement shall inure to the benefit of the successors or assigns of the Beneficiaries who shall have, to the extent of their interest and inaccordance with the Credit Documents, the rights of the Beneficiaries hereunder.8.2 This Agreement is binding upon Guarantor and its successors and assigns. Guarantor is not entitled to assign its obligations hereunder to anyother person, and any purported assignment in violation of this provision shall be void.SECTION 9. TERMINATIONNotwithstanding anything contained in this Agreement to the contrary but subject to any provisions hereof that expressly survive the CompletionGuaranty Termination Date (as defined below) pursuant to Section 1.2, this Agreement shall automatically terminate upon the earliest of (such earlier date,the “Completion Guaranty Termination Date”) (a) Payment in Full of all the Obligations (other than (x) obligations under Cash Management Agreementsnot then due and payable and (y) obligations under any Swap Contracts as to which acceptable arrangements have been made to the satisfaction of therelevant counterparties), (b) the occurrence of the Opening Date (as defined in the Designation) of the Project in compliance with the Designation and (c) thesatisfaction of the Guaranteed Obligations. Upon the Completion Guaranty Termination Date, all of Guarantor’s obligations hereunder shall be releasedwithout any further action by any party and the Administrative Agent shall, at Guarantor’s expense, execute and deliver to Guarantor any releases,certificates, instructions, terminations, or other documents reasonably requested by Guarantor to evidence the termination of this Agreement. 5 SD\1533989.10SECTION 10. WAIVERS10.1 No delay on the part of any Beneficiary in exercising any of their respective rights (including those hereunder) and no partial or singleexercise thereof and no action or non‑action by any Beneficiary, with or without notice to the other party or anyone else, shall constitute a waiver of anyrights or shall affect or impair this Agreement.10.2 EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITHTHIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HASREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THISAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.SECTION 11. NOTICESAll notices in connection with this Agreement shall be given by notice in writing hand‑delivered or sent by facsimile transmission or by certifiedmail return‑receipt requested, postage prepaid. All such notices shall be sent to the appropriate facsimile number or address, as the case may be, set forth inSection 13 below or to such other number or address as shall have been subsequently specified by written notice to the other party, and shall be sent withcopies, if any, as indicated below. All such notices shall be effective upon receipt, and confirmation by answerback of any such notice so sent by facsimileshall be sufficient evidence of receipt thereof.SECTION 12. JURISDICTION; GOVERNING LAW12.1 Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York Statecourt or Federal court of the United States of America sitting in New York City, Borough of Manhattan, and any appellate court from any thereof, in anyaction or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and Guarantor hereby irrevocably andunconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to theextent permitted by law, in such Federal court. Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may beenforced in other jurisdictions by suit on the judgment or in any other manner provided by law.12.2 Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which itmay now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, or for recognition orenforcement of any judgment in any New York State or Federal court of the United States of America sitting in New York City, Borough of Manhattan.Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance ofsuch suit, action or proceeding in any such court.12.3 THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED INACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONSTHAT WOULD RESULT IN THE APPLICATION OF LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK).SECTION 13. ADDRESSESThe address of Guarantor for notices is:Wynn Resorts, Limited 6 SD\1533989.103131 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Attention: PresidentFacsimile: (702) 770-1349Telephone: (702) 770-7000With copy to::Wynn Resorts, Limited3131 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Attention: General CounselFacsimile: (702) 770-1349Telephone: (702) 770-7000The address of the Administrative Agent for notices is:Deutsche Bank AG New York Branch60 Wall StreetNew York, NY 10005Facsimile: (646) 430-9677Telephone: (212) 250-2500SECTION 14. COSTS AND EXPENSESGuarantor agrees to pay to the Administrative Agent all costs and expenses (including, without limitation, reasonable attorneys’ fees anddisbursements) incurred by the Administrative Agent in the enforcement or attempted enforcement of this Agreement, whether or not an action is filed inconnection therewith, and in connection with any waiver or amendment of any term or provision hereof. All advances, charges, costs and expenses,including, without limitation, reasonable attorneys’ fees and disbursements (including the reasonably allocated cost of legal counsel employed by theAdministrative Agent), incurred or paid by the Administrative Agent in exercising any right, privilege, power or remedy conferred by this Agreement, or inthe enforcement or attempted enforcement thereof, shall be subject hereto and shall become a part of the Guaranteed Obligations (and shall not be subject toany liability cap) and shall be paid to the Administrative Agent by Guarantor, immediately upon demand, together with interest thereon at the Default Rateprovided for in the Credit Documents.SECTION 15. MISCELLANEOUSThe Agreement may be executed in one or more duplicate counterparts, and when executed and delivered by all of the parties listed below shallconstitute a single binding agreement. This Agreement contains the entire agreement between Guarantor and the Beneficiaries relating to the subject matterhereof and supersedes all oral statements and prior writing with respect hereto. This Agreement may be amended, changed, extended, renewed, modified,altered, waived or supplemented only with the written consent of each of the parties hereto, it being acknowledged and agreed that, subject to theimmediately following paragraph of this Section 15, the Administrative Agent shall only be required to consent to any such amendment, change, extension,renewal modification, alteration waiver of supplementation at the direction of the Required Lenders. The section headings in this Agreement are for theconvenience of reference only and shall not affect the meaning or construction of any provision hereof.Notwithstanding anything to the contrary contained in the Credit Documents, this Agreement may be amended, modified or supplemented at therequest of the Borrower with the written consent of each of the parties hereto (the Administrative Agent being authorized and directed to make suchamendments, modifications or supplements in its reasonable discretion without the consent of any Lender or other Secured Party) to join the Commission as abeneficiary hereof and provide that 10% of the total proposed capital investment with respect to the Project (as calculated in accordance with 205 CMR 122(or successor statute) and specified in Wynn MA, LLC’s RFA-2 application) or such 7 SD\1533989.10lesser amount as is then required to satisfy the Guaranteed Obligations (such amount, the “Specified Amount”), without duplication to amounts otherwiserequired to be funded by Guarantor pursuant to this Agreement, may be provided to the Commission by Guarantor, such Specified Amount to be held in asegregated account and in trust for the Beneficiaries and Guarantor for application in furtherance of the Guaranteed Obligations.This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment to or on behalf of the Borrower or bythe Borrower under the Credit Documents or by Guarantor hereunder is rescinded or must otherwise be returned by the Administrative Agent or Beneficiariesupon the insolvency, bankruptcy, reorganization, dissolution or liquidation of the Borrower or otherwise, all as though such payment had not been made.SECTION 16. NO BENEFIT TO THE BORROWERThis Agreement is for the benefit of only the Beneficiaries and is not for the benefit of the Borrower, any other Credit Party or any other Person. ThisAgreement shall not be deemed to be a contract to make a loan, or extend other debt financing or financial accommodation, for the benefit of the Borrower orany other Credit Party, in each case within the meaning of any Debtor Relief Law.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 8 SD\1533989.10IN WITNESS WHEREOF, Guarantor has caused this Agreement to be duly executed and delivered as of the day and year first written above.GUARANTOR:WYNN RESORTS, LIMITED,a Nevada corporationBy:/s/ Stephen CooteyName:Stephen CooteyTitle:Chief Financial officer, SVP and Treasurer 9 SD\1533989.10Agreed and accepted:DEUTSCHE BANK AG NEW YORK BRANCH,as the Administrative AgentBy:/s/ Mary Kay CoyleName:Mary Kay CoyleTitle:Managing Director 10 SD\1533989.10Exhibit 10.12.2SECURITY AGREEMENT made by WYNN AMERICA, LLC, and THE GUARANTORS PARTY HERETO, as Pledgors, in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent ______________________ Dated as of November 20, 2014 TABLE OF CONTENTSARTICLE I DEFINITIONS AND INTERPRETATION5SECTION 1.1Definitions5SECTION 1.2Interpretation11SECTION 1.3Resolution of Drafting Ambiguities11 ARTICLE II GRANT OF SECURITY AND SECURED OBLIGATIONS11SECTION 2.1Grant of Security Interest11SECTION 2.2Security Interest13SECTION 2.3No Release14 ARTICLE III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL14SECTION 3.1Delivery of Certificated Pledged Securities14SECTION 3.2Perfection of Uncertificated Pledged Securities15SECTION 3.3Financing Statements and Other Filings; Maintenance of Perfected Security Interest15SECTION 3.4Other Actions15SECTION 3.5Joinder of Additional Guarantors16SECTION 3.6Use and Pledge of Pledged Collateral16 ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS17SECTION 4.1Defense of Claims; Transferability of Pledged Collateral17SECTION 4.2Other Financing Statements17SECTION 4.3Chief Executive Office; Change of Name; Jurisdiction of Organization17SECTION 4.4Due Authorization and Issuance18SECTION 4.5Benefit to Guarantors18 ARTICLE V CERTAIN PROVISIONS CONCERNING PLEDGED SECURITIES18SECTION 5.1Pledge of Additional Pledged Securities18SECTION 5.2Voting Rights; Distributions; etc.18SECTION 5.3Certain Agreements of Pledgors As Issuers and Holders of Equity Interests19 ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL20SECTION 6.1Grant of License20SECTION 6.2Protection of Collateral Agent’s Security20SECTION 6.3After-Acquired Property21SECTION 6.4Litigation21 ARTICLE VII CERTAIN PROVISIONS CONCERNING RECEIVABLES21SECTION 7.1Maintenance of Records21SECTION 7.2Legend22 ARTICLE VIII REMEDIES22SECTION 8.1Remedies22SECTION 8.2Notice of Sale24SECTION 8.3Waiver of Notice and Claims24SECTION 8.4Certain Sales of Pledged Collateral24SECTION 8.5No Waiver; Cumulative Remedies25SECTION 8.6Certain Additional Actions Regarding Intellectual Property26SECTION 8.7Special Gaming Requirements26 ARTICLE IX APPLICATION OF PROCEEDS27 ARTICLE X MISCELLANEOUS27SECTION 10.1Concerning Collateral Agent27SECTION 10.2Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact28SECTION 10.3Representations, Warranties and Covenants29SECTION 10.4Continuing Security Interest29SECTION 10.5Termination; Release29SECTION 10.6Modification in Writing30SECTION 10.7Notices30SECTION 10.8GOVERNING LAW30SECTION 10.9SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL30SECTION 10.10Severability of Provisions31SECTION 10.11Counterparts; Interpretation; Effectiveness31SECTION 10.12Business Days32SECTION 10.13No Credit for Payment of Taxes or Imposition32SECTION 10.14No Claims Against Collateral Agent32SECTION 10.15Obligations Absolute32SECTION 10.16Application of Gaming Laws33SECTION 10.17Gaming Law Specific Provisions33 SCHEDULE 1Certificated Securities EXHIBIT 1Form of Issuers Acknowledgment EXHIBIT 2Form of Security Agreement Pledge Amendment EXHIBIT 3Form of Joinder Agreement LA\3881692.2 SECURITY AGREEMENTThis SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time totime, this “Agreement”), dated as of November 20, 2014, made by WYNN AMERICA, LLC, a Nevada limited liability company,having an office at 3131 Las Vegas Blvd. South, Las Vegas, NV 89109 (“Borrower”), and THE SUBSIDIARIES OF BORROWERFROM TIME TO TIME PARTY HERETO (collectively, the “Guarantors” and, together with Borrower, the “Pledgors,” and each, a“Pledgor”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, having an office at 60 Wall Street, New York, New York10005, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined) (in such capacity and together withany successors in such capacity, “Collateral Agent”).R E C I T A L S:A. Borrower, the Guarantors from time to time party thereto, the Lenders (as defined in the Credit Agreement) fromtime to time party thereto, Deutsche Bank AG New York Branch, in its capacity as administrative agent, Collateral Agent and the otherfinancial institutions party thereto have, in connection with the execution and delivery of this Agreement, entered into that certain CreditAgreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the“Credit Agreement”).B. The Guarantors have, or will have, as the case may be, among other things, fully and unconditionally guaranteedthe obligations of Borrower under the Credit Agreement and of the other Credit Parties under the Credit Swap Contracts and SecuredCash Management Agreements.C. Each Guarantor will receive substantial benefits from the execution, delivery and performance of the obligations of(i) Borrower under the Credit Agreement and the other Credit Documents and (ii) the Credit Parties under the Credit Swap Contracts andSecured Cash Management Agreements and is, therefore, willing to enter into this Agreement.D. Collateral Agent has been authorized and directed to enter into this Agreement pursuant to the Credit Agreement.E. It is a condition precedent to (i) the obligations of the Lenders to make Loans under the Credit Agreement, (ii) theobligations of the L/C Lenders to issue Letters of Credit under the Credit Agreement, (iii) the obligations of the applicable SwapProviders to provide financial accommodations under the Credit Swap Contracts and (iv) the obligations of the applicable CashManagement Banks to provide financial accommodations under the Secured Cash Management Agreements that each Pledgor executeand deliver the applicable Credit Documents, including this Agreement.F. This Agreement is made by each Pledgor in favor of Collateral Agent for the benefit of the Secured Parties to securethe payment and performance of all of the Secured Obligations (as hereinafter defined).A G R E E M E N T:NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receiptand sufficiency of which are hereby acknowledged, each Pledgor and Collateral Agent hereby agree as follows:LA\3881692.2 ARTICLE I DEFINITIONS AND INTERPRETATIONSECTION 1.1 Definitions.(a) Terms used herein that are defined in the Credit Agreement (and not defined herein) shall have the meaningsassigned to them in the Credit Agreement. Unless otherwise defined herein or in the Credit Agreement, terms used herein that aredefined in the UCC (as hereinafter defined) shall have the meanings assigned to them in the UCC, including the following that arecapitalized herein:“Accounts”; “Bank”; “Chattel Paper”; “Certificated Security”; “Commercial Tort Claim”; “Documents”; “ElectronicChattel Paper”; “Equipment”; “Fixtures”; “General Intangibles”; “Goods”; “Instruments”; “Inventory”; “Investment Property”; “Letter-of-Credit Rights”; “Letters of Credit”; “Money”; “Payment Intangibles”; “Proceeds”; “Records”; “Securities Account”; “State”;“Supporting Obligations”; and “Tangible Chattel Paper”.(b) Capitalized terms used but not otherwise defined herein that are defined in the Credit Agreement shall have themeanings given to them in the Credit Agreement(c) The following terms shall have the following meanings:“Agreement” shall have the meaning assigned to such term in the preamble hereof.“Borrower” shall have the meaning assigned to such term in the preamble hereof.“Charges” shall mean any and all property and other taxes, assessments and special assessments, levies, fees and allgovernmental charges imposed upon or assessed against, and all claims (including, without limitation, landlords’, carriers’, mechanics’,workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s liens and other claims arising by operation of law)against, all or any portion of the Pledged Collateral.“Collateral Agent” shall have the meaning assigned to such term in the preamble hereof.“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time,and any successor statute.“Contracts” shall mean, collectively, with respect to each Pledgor, all contracts and agreements, including, withoutlimitation, all sale, service, performance, equipment or property lease contracts and agreements, to which such Pledgor is a party, andall assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.“Copyright License” shall mean any agreement, whether written or oral, providing for the grant by or to any Pledgor ofany right to use any Copyright, including without limitation, any of the foregoing referred to in Schedule 7(c) to the applicablePerfection Certificate.“Copyrights” shall mean (i) all copyrights arising under the laws of the United States, any other country or any politicalsubdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listedin Schedule 7(c) to the applicable Perfection Certificate), all registrations and recordings thereof, and all applications in connectiontherewith, including,LA\3881692.2 without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain allrenewals thereof.“Credit Agreement” shall have the meaning assigned to such term in the recitals hereof.“Deposit Accounts” shall mean, collectively, with respect to each Pledgor, all “deposit accounts” as such term is definedin Article 9 of the UCC and shall also include any sub-accounts relating to any of the foregoing deposit accounts.“Distributions” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights,instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) orproceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to timereceived, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities orIntercompany Notes.“Excluded Property” shall mean, with respect to any Pledgor:(i) any fee-owned real property with a fair market value of less than $100.0 million and any leasehold rights andinterests in real property (except to the extent any such property is, or such rights or interests are, required to be subject to a Lien infavor of the Secured Parties pursuant to Sections 9.08, 9.11 or 9.16 of the Credit Agreement);(ii) Letter-of-Credit rights, other than Supporting Obligations, to the extent a security interest therein cannot beperfected by the filing of a UCC financing statement;(iii) motor vehicles and other assets subject to certificates of title, in each case, to the extent a security interesttherein cannot be perfected by the filing of a UCC financing statement;(iv) any Money, Deposit Accounts, Securities Accounts and other assets specifically requiring perfection throughcontrol agreements, in each case, to the extent a security interest therein cannot be perfected by the filing of a UCC financing statement;(v) any permit, lease, license, contract or other agreement to which such Pledgor is a party, including, withoutlimitation, the Gaming Licenses, in each case, to the extent and for so long as the grant of a security interest hereunder (a) is prohibited(x) by or is a violation of any applicable law, rule or regulation (including, without limitation, any Gaming Laws) or (y) by anyagreement, instrument or other undertaking to which such Pledgor is a party or by which it or any of its property or assets is bound; (b)requires consent, approval, license or authorization from any Governmental Authority (including, without limitation, any GamingAuthority) unless such consent, approval, license or authorization has been received and is in effect; (c) requires the consent of anyPerson (other than Borrower or any of its Wholly Owned Restricted Subsidiaries) unless such consent has been received and is in effect;or (d) shall constitute or would result in (1) the abandonment, invalidation or unenforceability of any right, title or interest of suchPledgor therein or (2) a breach or termination pursuant to the terms of, or a default under, any such permit, lease, license, contract oragreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406(d), 9-407(a), 9-408(a)or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including theBankruptcy Code) or principles of equity); provided, however, that such security interest shall attach immediately at such time as thelegal or contractual provisions referred to above shall no longer be applicable or the condition causing such abandonment, invalidationor unenforceability shall be remedied and, to the extent severable, shallLA\3881692.2 attach immediately to any portion of such permit, lease, license, contract, property rights or agreement that does not result in any of theconsequences specified in clauses (a) through (d) above;(vi) any lease, license or other agreement or any property or rights of such Pledgor subject to a purchase moneysecurity interest, capital lease obligation or similar arrangements (including permitted refinancings thereof), in each case, to the extentpermitted under the Credit Documents, if and for so long as the agreement pursuant to which such Lien is granted (or the documentproviding such capital lease or similar arrangements) prohibits, or requires the consent of any Person (other than Borrower or any of itsWholly Owned Restricted Subsidiaries) as a condition to, the creation of any other Lien with respect to such lease, license, otheragreement, property or rights unless such consent has been received and is in effect;(vii) any United States applications for trademarks filed in the United States Patent and Trademark Office pursuantto 15 U.S.C. § 1051 Section 1(b) unless and until evidence of use of the trademark in interstate commerce is submitted to the UnitedStates Patent and Trademark Office pursuant to 15 U.S.C. § 1051 Section 1(c) or Section 1(d);(viii) any Equity Interests or any other right or interest in any limited partnership, general partnership, limitedliability company or joint venture (other than a Wholly Owned Subsidiary) as to which such Pledgor is a partner, member or theequivalent to the extent and for so long as prohibited by, or creating an enforceable right of termination in favor of, any Person (otherthan Borrower or any of its Wholly Owned Restricted Subsidiaries), under the terms of any applicable Organizational Documents, jointventure agreement or shareholders’ agreement, without the consent of any Person (other than Borrower or any of its Wholly OwnedRestricted Subsidiaries), in each case, after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successorprovision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity;(ix) the voting Equity Interests of any Foreign Subsidiary or CFC Holdco in excess of 65% of the issued andoutstanding Equity Interests of such Foreign Subsidiary or CFC Holdco entitled to vote in the election of directors (or similar governingbody of such Foreign Subsidiary or CFC Holdco);(x) the Equity Interests of any Unrestricted Subsidiary;(xi) with respect to any such Pledgor’s Gaming Facilities in the State of Nevada, if (and only to the extent that andfor so long as) the pledge or assignment thereof, or grant of a security interest therein, would constitute a violation of any applicableRequirements of Law (including any Gaming Law) or regulation, permit, order or decree of any Governmental Authority (including anyGaming Authority), (A) all cash on hand (i.e. cage cash and similar amounts that are not held in deposit accounts or other bankaccounts) of such Pledgor, (B) all withholding tax, fiduciary and other deposit accounts of such Pledgor required to be maintained byapplicable Gaming Law, but only so long as the funds on deposit therein or credited thereto are not greater than the amount required byapplicable Gaming Law, and (C) any Gaming License issued to such Pledgor for any Gaming Facility located in the State of Nevada;(xii) with respect to any such Pledgor’s Gaming Facilities in the Commonwealth of Massachusetts, if (and only to theextent that and for so long as) the pledge or assignment thereof, or grant of a security interest therein, would constitute a violation ofany applicable Requirements of Law (including any Gaming Law) or regulation, permit, order or decree of any Governmental Authority(including any Gaming Authority), (A) all cash on hand (i.e. cage cash and similar amounts that are not held in deposit accounts orother bank accounts) of such Pledgor, (B) all withholding tax, fiduciary and other deposit accounts of such Pledgor required to bemaintained by applicable Gaming Law, but only so long as the funds onLA\3881692.2 deposit therein or credited thereto are not greater than the amount required by applicable Gaming Law and (C) any Gaming Licenseissued to such Pledgor (or any direct or indirect interest therein) for any Gaming Facility located in the Commonwealth ofMassachusetts;(xiii) any proceeds, property or assets to the extent, and for so long as, the granting of a Lien on such property orassets is not permitted under Gaming Laws of any applicable jurisdiction, including as a result of interpretations of such Gaming Lawsby the applicable Gaming Authorities in any applicable jurisdiction;(xiv) all monies and other funds held on behalf of customers, including, without limitation, front money deposits andsafekeeping deposits held in any casino cage;(xv) Cash Collateral provided by such Pledgor pursuant to the Credit Agreement;(xvi) any other assets of such Pledgor if, in the reasonable judgment of Borrower, and agreed to by the CollateralAgent, the burden, cost or other consequences (including any adverse tax consequences) of creating, perfecting or maintaining thepledge of, or security interest in, such assets is excessive in view of the benefits to be obtained by the Lenders therefrom under theCredit Documents;(xvii) any other collateral described in Section 10.17 over which a Lien securing the Obligations is prohibited frombeing granted pursuant to applicable Gaming Law; and(xviii) any Copyright License, Patent License or Trademark License entered into by such Pledgor and any Affiliateof such Pledgor, together with, in each case, any and all rights thereunder;provided, however, that, in any event, “Excluded Property” shall not include the Certificated Securities set forth on Schedule 1 of thisAgreement.Notwithstanding anything to the contrary in the foregoing, all Proceeds and rights to Proceeds of all of the foregoingExcluded Property shall not constitute Excluded Property except to the extent that such Proceeds or rights to Proceeds independentlyconstitute Excluded Property.“Excluded Swap Obligation” means, with respect to any Guarantor, (x) as it relates to all or a portion of the Guarantee ofsuch Guarantor, any Swap Obligation if, and to the extent that, such Swap Obligation (or any Guarantee thereof) is or becomes illegalunder the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the applicationor official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contractparticipant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantorbecomes effective with respect to such Swap Obligation or (y) as it relates to all or a portion of the grant by such Guarantor of a securityinterest, any Swap Obligation if, and to the extent that, such Swap Obligation (or such security interest in respect thereof) is or becomesillegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or theapplication or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligiblecontract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the security interest of suchGuarantor becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governingmore than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which suchGuarantee or security interest is or becomes illegal.“Guarantors” shall have the meaning assigned to such term in the preamble hereof.LA\3881692.2 “Intellectual Property Collateral” shall mean the collective reference to all rights, priorities and privileges relating tointellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, theCopyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, the Trade Secrets,technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof,including the right to receive all proceeds and damages therefrom.“Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes that are issued in favor of suchPledgor by another Company and each note hereafter acquired by such Pledgor that is issued in favor of such Pledgor by anotherCompany and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments,restatements, supplements, extensions, renewals, replacements or modifications thereof.“Issuer” shall mean any corporation, company, limited liability company, general partnership, limited partnership,limited liability partnership or other entity that is a Wholly-Owned Restricted Subsidiary of Borrower.“Joinder Agreement” shall mean a joinder agreement substantially in the form attached hereto as Exhibit 3.“Patent License” shall mean all agreements, whether written or oral, providing for the grant by or to any Pledgor of anyright to manufacture, use or sell any invention covered in whole or in part by a Patent (other than any written agreement providing forthe grant to any Pledgor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent relating to anygaming equipment), including, without limitation, any of the foregoing referred to in Schedule 7(a) to the applicable PerfectionCertificate.“Patents” shall mean (i) all letters patent of the United States, any other country or any political subdivision thereof, allreissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to inSchedule 9(a) to the applicable Perfection Certificate, (ii) all applications for letters patent of the United States or any other country andall divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule7(a) to the applicable Perfection Certificate, and (iii) all rights to obtain any reissues or extensions of the foregoing.“Permitted Liens” shall mean Liens permitted under the Credit Agreement.“Pledge Amendment” shall have the meaning assigned to such term in Section 5.1.“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1.“Pledged Nevada Gaming Interests” shall have the meaning assigned to such term in Section 10.17(I)(b).“Pledged Securities” shall mean, collectively, with respect to each Pledgor, (a) all issued and outstanding EquityInterests owned by each Pledgor (other than directors’ qualifying shares) in any Person, including, without limitation, all issued andoutstanding Equity Interests of each Person set forth on Schedule 3 to the applicable Perfection Certificate as being owned by suchPledgor (in the case of the Initial Perfection Certificate, after giving effect to the Transactions) and all options, warrants, rights,agreements and additional Equity Interests of whatever class of any such Person acquired by such Pledgor (including by issuance),together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests in each such Person or underany limited liability company operating agreement or any partnership agreement of each such Person, and the certificates, instrumentsand agreements representing such EquityLA\3881692.2 Interests, (b) all Equity Interests of any Person, which Equity Interests are hereafter acquired by such Pledgor (including by issuance)and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such Person acquired by suchPledgor (including by issuance or distribution), together with all rights, privileges, authority and powers of such Pledgor relating to suchEquity Interests or under any limited liability company operating agreement or any partnership agreement of any such Person, and thecertificates, instruments and agreements representing such Equity Interests, from time to time acquired by such Pledgor in any manner,and (c) all Equity Interests issued in respect of the Equity Interests referred to in clause (a) or (b) above in this definition upon anyconsolidation or merger of any Person of such Equity Interests; provided, however, that in no event shall “Pledged Securities” includeany Excluded Property.“Pledgor” shall have the meaning assigned to such term in the preamble hereof.“Receivables” shall mean (i) all Accounts, (ii) all Chattel Paper, (iii) all Payment Intangibles, (iv) all Instruments and (v)all other rights to payment, whether or not earned by performance for goods or other property sold, leased, licensed, assigned orotherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced byany General Intangible, and all Supporting Obligations related to any of the foregoing; provided, however, that Receivables shall notinclude any Investment Property.“Responsible Officer” shall mean, with respect to any Pledgor, the chief executive officer, any senior or executive vicepresident, the chief financial officer or the treasurer of such Pledgor.“Sale Proceeds” means (i) the proceeds from the sale of Borrower or one or more of the other Pledgors, as a goingconcern or from the sale of any Pledgor’s business as a going concern, (ii) the proceeds from another sale or disposition of any assets ofthe Pledgors that includes any gaming license, permit or approval or benefits from any gaming license, permit or approval or where theassets sold have the benefit of any gaming license, permit or approval or (iii) any other economic value (whether in the form of cash orotherwise) received or distributed (whether pursuant to any bankruptcy or insolvency proceeding, liquidation proceeding or otherwise)that is associated with the gaming licenses, permits or approvals.“Secured Obligations” shall mean all obligations (whether or not constituting future advances, obligatory or otherwise)of Borrower and any and all of the Guarantors from time to time arising under or in respect of this Agreement, the Credit Agreementand the other Credit Documents, the Credit Swap Contracts and the Secured Cash Management Agreements (including, withoutlimitation, the obligations to pay principal, interest and all other charges, fees, expenses, commissions, reimbursements, premiums,indemnities and other payments related to or in respect of the obligations contained in this Agreement, the Credit Agreement and theother Credit Documents, the Credit Swap Contracts or the Secured Cash Management Agreements), in each case whether (i) direct orindirect, joint or several, absolute or contingent, due or to become due whether at stated maturity, by acceleration or otherwise, (ii)arising in the regular course of business or otherwise and/or (iii) now existing or hereafter arising (including, without limitation, interestand other obligations arising or accruing after the commencement of any bankruptcy, insolvency, reorganization or similar proceedingwith respect to any Pledgor or any other Person, or which would have arisen or accrued but for the commencement of such proceeding,even if such obligation or the claim therefor is not enforceable or allowable in such proceeding); provided, that, in no event shall“Secured Obligations” include Excluded Swap Obligations.“Secured Parties” shall mean Collateral Agent, Administrative Agent, the Lenders, any Swap Provider that is a party to aCredit Swap Contract and any Cash Management Bank that is a party to a Secured Cash Management Agreement.LA\3881692.2 “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement,contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.“Trademark License” shall mean any agreement, whether written or oral, providing for the grant by or to any Pledgor ofany right to use any Trademark (other than any written agreement providing for the grant to any Pledgor of any right to use anyTrademark relating to any gaming equipment), including, without limitation, any of the foregoing referred to in Schedule 7(b) to theapplicable Perfection Certificate.“Trademarks” shall mean (i) all trademarks, trade names, organizational names, company names, business names,fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associatedtherewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connectiontherewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any Statethereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including,without limitation, any of the foregoing referred to in Schedule 7(b) to the applicable Perfection Certificate, and (ii) the right to obtainall renewals thereof.“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided,however, that if by reason of mandatory provisions of law, any or all of the perfection or priority of Collateral Agent’s security interestin any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other thanthe State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect on the date hereof in such otherjurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to suchprovisions.“UETA” shall have the meaning assigned to such term in Section 2.1.“United States” shall mean the United States of America.SECTION 1.2 Interpretation. The rules of construction set forth in Sections 1.02 to 1.07 of the Credit Agreement shallbe applicable to this Agreement mutatis mutandis.SECTION 1.3 Resolution of Drafting Ambiguities. Each party hereto acknowledges and agrees that it was representedby counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation andnegotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall notbe employed in the interpretation hereof.ARTICLE II GRANT OF SECURITY AND SECURED OBLIGATIONSSECTION 2.1 Grant of Security Interest.(a) As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor herebypledges and grants to Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in and to all of the right, titleand interest of such Pledgor in, to and under the following property, in each case wherever located and whether now owned or existingor hereafter owned, arising or acquired from time to time (collectively, the “Pledged Collateral”):LA\3881692.2 (i) all Accounts;(ii) all Equipment, Goods, Inventory and Fixtures;(iii) all Documents, Instruments and Chattel Paper;(iv) all Letters of Credit and Letter of Credit Rights;(v) all Pledged Securities;(vi) all Investment Property;(vii) the Commercial Tort Claims described in Schedule 6 to any Perfection Certificate;(viii) all Intellectual Property Collateral;(ix)all General Intangibles;(x) all Deposit Accounts;(xi) all Money;(xii)all Supporting Obligations;(xiii)all Sale Proceeds;(xiv) all books and records relating to the items described in clauses (i) through (xiii) above; and(xv) to the extent not covered by clauses (i) through (xiv) above of this Section 2.1(a), all other personal property ofsuch Pledgor, whether tangible or intangible and all Proceeds and products of any of the foregoing and all accessions to,substitutions of and replacements for, and rents, profits and products of, each of the foregoing, and any and all proceeds of anyinsurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.Notwithstanding anything to the contrary in this Agreement or any other Credit Document, thesecurity interest created by this Agreement shall not attach to, and the term “Pledged Collateral” shall notinclude, any Excluded Property; provided, however, that if any portion of any property ceases toconstitute “Excluded Property” then, immediately upon such cessation, the term “Pledged Collateral”shall also include such portion of property and such security interest and lien in favor of Collateral Agentcreated by this Agreement shall attach to such portion of property; and provided, further, that Proceedsand the right to Proceeds shall constitute Pledged Collateral hereunder except to the extent that suchProceeds or right to Proceeds independently constitutes Excluded Property hereunder.For the avoidance of doubt and notwithstanding anything to the contrary in thisAgreement or any other Credit Document, the PledgorsLA\3881692.2 shall not be required to, and Collateral Agent is not authorized to and hereby agrees not to, (i) perfect thesecurity interests granted by this Agreement by any means other than by (A) filings pursuant to the UCCin the office of the Secretary of State (or similar central filing office) of the relevant State(s) and filings inthe applicable real estate records with respect to mortgages of real property interests, (B) filings in theUnited States Patent and Trademark Office and the United States Copyright Office, as applicable, withrespect to Intellectual Property Collateral and/or (C) except as provided in Section 10.17, delivery toCollateral Agent, to be held in its possession, of Pledged Collateral consisting of certificated PledgedSecurities, Chattel Paper or Instruments to the extent expressly required herein, together with dulyexecuted instruments of transfer or assignment in blank; (ii) enter into any deposit account controlagreement, securities account control agreement or any other control agreement with respect to anydeposit account, securities account or any other Pledged Collateral that requires perfection by “control”;(iii) establish Collateral Agent’s “control” over any Electronic Chattel Paper; (iv) establish the Agent’s“control” (within the meaning of Section 16 of the Uniform Electronic Transactions Act as in effect in theapplicable jurisdiction (the “UETA”)) over any “transferable records” (as defined in UETA); (v) take anyaction (other than the actions listed in clause (i)(A) and (i)(C) above) with respect to any assets locatedoutside of the United States; or (vi) perfect in any assets subject to a certificate of title statute.SECTION 2.2 Security Interest.(a) Each Pledgor hereby irrevocably authorizes Collateral Agent at any time and from time to time to file in any filingoffice and/or recording or registration office in any relevant jurisdiction any financing statements (including fixture filings) andamendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdictionfor the filing of any financing statement or amendment relating to the Pledged Collateral, including, without limitation, (i) whether suchPledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) anyfinancing or continuation statements or other documents without the signature of such Pledgor where permitted by law and (iii) in thecase of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted ortimer to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Such financing statements maydescribe the Pledged Collateral in the same manner as described herein or may contain an indication or description of collateral thatdescribes such property in any other manner as Collateral Agent may determine is necessary, advisable or prudent to ensure theperfection of the security interest in the Pledged Collateral granted to Collateral Agent herein, including, without limitation, describingsuch property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafteracquired” or words of similar import. Each Pledgor agrees to provide all information described in clauses (i) through (iii) above in thisSection 2.2(a) to Collateral Agent promptly upon request. Collateral Agent shall provide reasonable notice to Borrower of all suchfinancing statement filings made by Collateral Agent on or about the Closing Date and, upon Borrower’s request, any subsequentfilings or amendments, supplements or terminations of existing filings, made from time to time thereafter.(b) Each Pledgor hereby further authorizes Collateral Agent to file filings with the United States Patent and TrademarkOffice or United States Copyright Office (or any successor office),LA\3881692.2 including this Agreement, any trademark, patent or copyright security agreement in form and substance reasonably satisfactory toBorrower and Collateral Agent, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting thesecurity interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, andCollateral Agent, as secured party. Collateral Agent shall provide reasonable notice to Borrower of all such filings made by CollateralAgent on or about the Closing Date and, upon Borrower’s request, any subsequent filings or amendments, supplements or terminationsof existing filings, made from time to time thereafter.SECTION 2.3 No Release. Nothing set forth in this Agreement or any other Credit Document shall relieve any Pledgorfrom the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or inrespect of any of the Pledged Collateral (except to the extent any Pledged Collateral consisting of a contract or agreement has beenassigned to the Collateral Agent or any Secured Party following an exercise of remedies by the Collateral Agent) or from any liability toany Person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Collateral Agent or any otherSecured Party to perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so performed orobserved or shall impose any liability on the Collateral Agent or any other Secured Party for any act or omission on the part of suchPledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, theCredit Agreement, any Credit Swap Contract, Secured Cash Management Agreement or the other Security Documents, or under or inrespect of the Pledged Collateral or made in connection herewith or therewith. The obligations of each Pledgor contained in this Section2.3 shall survive the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement and the other CreditDocuments.ARTICLE III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERALSECTION 3.1 Delivery of Certificated Pledged Securities. Each Pledgor represents and warrants, as of the date hereof,that all certificates representing or evidencing the Pledged Securities in existence on the date hereof are set forth on Schedule 1 hereofand have been delivered to Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments oftransfer or assignment in blank and that Collateral Agent has a perfected first priority security interest therein, except to the extent suchdelivery and perfection is prohibited by any applicable Requirements of Law (including, without limitation, any Gaming Laws) andSection 10.17. Each Pledgor hereby agrees that all certificates or instruments representing or evidencing Pledged Securities acquired bysuch Pledgor after the date hereof shall promptly, but in any event within thirty (30) days (or such longer period of time as CollateralAgent may agree in its sole discretion) upon receipt thereof by such Pledgor (or, in the case of any such Pledged Securities, within thetime periods set forth in Section 9.11 of the Credit Agreement to the extent such Section is applicable thereto), be delivered to CollateralAgent, and shall be accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substancereasonably satisfactory to Collateral Agent (it being understood and agreed that prior to such delivery, during such period Pledgoracquires any such certificates or instruments such Pledgor shall hold such certificates or instrument in trust for the benefit of CollateralAgent), except to the extent such delivery and perfection is prohibited by any applicable Requirements of Law (including, withoutlimitation, any Gaming Laws) and Section 10.17. Except as set forth in Section 10.17, Collateral Agent shall have the right, at any timeupon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in thename of Collateral Agent or any of its nominees, orLA\3881692.2 endorse for negotiation, any or all of the Pledged Securities, without any indication that such Pledged Securities are subject to thesecurity interest hereunder. Until the release of any Pledged Collateral as contemplated by any of the Credit Documents (whether upona sale, transfer or other disposition or otherwise), Collateral Agent shall (or through one or more of its agents shall), to the extentrequired by any Gaming Laws, retain possession of all Pledged Securities delivered to it at a location designated to the applicableGaming Authority.SECTION 3.2 Perfection of Uncertificated Pledged Securities. Each Pledgor represents and warrants, as of the datehereof that Collateral Agent, upon the filing of UCC financing statements in the applicable filing offices, shall have a perfected firstpriority security interest for the benefit of the Secured Parties in all uncertificated Pledged Securities pledged by it hereunder that are inexistence on the date hereof, to the extent such security interests can be perfected by filing such UCC financing statements except to theextent that such perfection is prohibited by any applicable Requirements of Law (including, without limitation, any Gaming Laws) orSection 10.17. If any Pledged Securities now or hereafter acquired by any Pledgor are uncertificated and are issued to such Pledgor orits nominee directly by the issuer thereof, such Pledgor shall promptly, but in any event within thirty (30) days (or such longer period oftime as Collateral Agent may agree in its sole discretion), notify Collateral Agent thereof. Each Pledgor hereby agrees that if any issuerof any Pledged Securities is organized in a jurisdiction that does not permit the use of certificates to evidence equity ownership, or ifany of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to theextent permitted by applicable Requirements of Law (including, without limitation, any Gaming Laws), subject to Section 10.17, and asrequired by Section 9.11 of the Credit Agreement, (a) use commercially reasonable efforts to (i) if not previously executed anddelivered by such issuer, cause the issuer of such Pledged Securities to execute and deliver to Collateral Agent an acknowledgment ofthe pledge of such Pledged Securities substantially in the form of Exhibit 1 annexed hereto or such other form that is reasonablysatisfactory to Collateral Agent and (ii) cause such pledge to be recorded on the equityholder register or the books of such issuer, (b)execute any customary pledge forms or other documents necessary to complete the pledge and (c) give Collateral Agent the right totransfer such Pledged Securities at the times and to the extent permitted by this Agreement.SECTION 3.3 Financing Statements and Other Filings; Maintenance of Perfected Security Interest.Each Pledgor agrees that, at the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the security interestcreated by this Agreement in the Pledged Collateral as a perfected, continuing security interest therein (subject to any applicableprovisions set forth in this Agreement with respect to limitations on perfections of Liens on Pledged Collateral and to any applicableRequirements of Law (including, without limitation, any Gaming Laws)), prior to all Liens except for Permitted Liens, and (ii) at anytime and from time to time, upon the written request of Collateral Agent, such Pledgor shall promptly and, to the extent necessary orappropriate, duly execute and deliver such further financing statements, assignments, instruments and documents and take such furtheraction as Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and ofthe rights and powers herein granted, including the filing of any financing or continuation statement under the Uniform CommercialCode (or other similar laws) in effect in any United States jurisdiction with respect to the security interest created hereby, all in formreasonably satisfactory to Collateral Agent and in such United States offices (including the United States Patent and Trademark Officeand the United States Copyright Office) wherever required by law to perfect, continue and maintain a valid, enforceable, first prioritysecurity interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to Collateral Agenthereunder, as against third parties, with respect to the Pledged Collateral.LA\3881692.2 SECTION 3.4 Other Actions.(a) Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i)no amount in excess of $20.0 million individually or $100.0 million in the aggregate payable under or in connection with any of thePledged Collateral is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paperlisted in Schedule 5 to the Initial Perfection Certificate and such Instrument or Chattel Paper that constitutes Excluded Property, and (ii)each Instrument and each item of Tangible Chattel Paper listed in Schedule 5 to the Initial Perfection Certificate (other than suchInstrument or Chattel Paper that constitutes Excluded Property) has been properly endorsed, assigned and delivered to Collateral Agent,accompanied by instruments of transfer or assignment duly executed in blank, all in form and substance reasonably acceptable toCollateral Agent. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by anyInstrument or Tangible Chattel Paper (other than any Intercompany Notes or any such Instrument or Chattel Paper that constitutesExcluded Property), and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper (otherthan any Intercompany Notes or any such Instrument or Chattel Paper that constitutes Excluded Property) not previously delivered toCollateral Agent exceeds $20.0 million individually or $100.0 million in the aggregate, the Pledgor acquiring such Instrument orTangible Chattel Paper shall promptly notify Collateral Agent and, upon request of Collateral Agent shall promptly (but in any eventwithin thirty (30) days (or such longer period of time as Collateral Agent may agree in its sole discretion)) after acquiring suchInstrument or Tangible Chattel Paper, notify Collateral Agent thereof, and, upon written request of Collateral Agent, shall endorse,assign and deliver the same to Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank asCollateral Agent may from time to time specify; provided, however, that so long as no Event of Default shall have occurred and becontinuing, Collateral Agent shall return any such Instrument or Tangible Chattel Paper to such Pledgor from time to time promptlyupon demand of such Pledgor, to the extent necessary or advisable (in the reasonable judgment of such Pledgor) for collection in theordinary course of such Pledgor’s business. Notwithstanding anything to the contrary contained herein, this Section 3.4(a) shall notapply to any “casino marker” or similar extension of credit, regardless of how characterized under the UCC, provided by a Pledgor toany of its patrons.(b) Commercial Tort Claims. As of the date hereof, each Pledgor hereby represents and warrants that it holds noCommercial Tort Claims other than those listed in Schedule 6 to the Initial Perfection Certificate having a value in excess of $15.0million.SECTION 3.5 Joinder of Additional Guarantors. The Pledgors shall cause each Restricted Subsidiary of Borrower that,from time to time, after the date hereof shall be required to pledge any assets to Collateral Agent for the benefit of the Secured Partiespursuant to Section 9.11 of the Credit Agreement, to execute and deliver to Collateral Agent (i) a Joinder Agreement substantially in theform of Exhibit 3 annexed hereto and (ii) a Perfection Certificate, in each case, within the period of time provided in Section 9.11 of theCredit Agreement for the delivery of the documents and agreements referred to therein, and upon such execution and delivery, suchRestricted Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as iforiginally named as a Guarantor and Pledgor herein, except to the extent not permitted pursuant to any applicable Gaming Laws. Theexecution and delivery of such Joinder Agreement shall not require the consent of any existing Pledgor hereunder. The rights andobligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any Person as a Guarantorand a Pledgor as a party to this Agreement.SECTION 3.6 Use and Pledge of Pledged Collateral. Unless an Event of Default shall have occurred and be continuing,Collateral Agent shall from time to time execute and deliver, upon writtenLA\3881692.2 request of any Pledgor and at the sole cost and expense of the Pledgors, any and all instruments, certificates or other documents, in aform reasonably requested by such Pledgor, necessary or appropriate in the reasonable judgment of such Pledgor to enable suchPledgor to continue to exploit, license, use, enjoy and protect the Pledged Collateral in accordance with the terms hereof and of theCredit Agreement. The Pledgors and Collateral Agent acknowledge that this Agreement is intended to grant to Collateral Agent for thebenefit of the Secured Parties a security interest in and lien on all of the right, title and interest of each Pledgor in the Pledged Collateraland shall not constitute or create a present assignment of any of the Pledged Collateral.ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTSEach Pledgor represents, warrants and covenants as follows:SECTION 4.1 Defense of Claims; Transferability of Pledged Collateral. Each Pledgor shall, at its own cost andexpense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted toCollateral Agent and the priority thereof against any and all claims and demands of all Persons, at its own cost and expense, at any timeclaiming any interest therein materially adverse to Collateral Agent or any other Secured Party other than Permitted Liens and asotherwise permitted by the Credit Documents.SECTION 4.2 Other Financing Statements. No Pledgor shall execute, or authorize the filing in any public office of, anyfinancing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to anyPledged Collateral, except UCC financing statements relating solely to Permitted Liens.SECTION 4.3 Chief Executive Office; Change of Name; Jurisdiction of Organization.(a) As of the date hereof, (i) the exact legal name, type of organization, jurisdiction of organization, and organizationalidentification number (if any) of such Pledgor is indicated next to its name in Schedule 1(a) of the Initial Perfection Certificate, and (ii)the chief executive officer of such Pledgor is indicated next to its name in Schedule 2 to the Initial Perfection Certificate.(b) Borrower agrees to notify Collateral Agent in writing of any change in any Pledgor’s (1) legal name, (2) chiefexecutive office location, (3) type of organization, (4) organizational identification number (if any) or (5) jurisdiction of organization (ineach case, including, without limitation, by merging or consolidating with or into any other entity, reorganizing, dissolving, liquidating,reincorporating or incorporating in any other jurisdiction), in the case of clauses (1) – (4), within ten (10) Business Days of such changeand in the case of clause (5) at least three (3) Business Days prior to such change (in each case, or such other period as Collateral Agentshall agree) and to provide Collateral Agent such other information in connection therewith as Collateral Agent may reasonably requestin writing.(c) Each Pledgor agrees to promptly take all action reasonably requested by Collateral Agent to maintain the perfectionand priority of the security interest of Collateral Agent for the benefit of the Secured Parties in the Pledged Collateral intended to begranted hereunder, in each case to the extent required hereunder and/or pursuant to Section 9.09 of the Credit Agreement (subject toany applicable provisions set forth in this Agreement with respect to limitations on perfections of Liens on Pledged Collateral).LA\3881692.2 (d) If any Pledgor fails to provide information to Collateral Agent about the changes referred to in this Section 4.3 on atimely basis, Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest insuch Pledgor’s property constituting Pledged Collateral, for which Collateral Agent needed to have information relating to suchchanges. Collateral Agent shall have no duty to inquire about such changes if any Pledgor does not inform Collateral Agent of suchchanges, the parties acknowledging and agreeing that it would not be feasible or practical for Collateral Agent to search for informationon such changes if such information is not provided by any Pledgor.SECTION 4.4 Due Authorization and Issuance. All of the Pledged Securities existing on the date hereof have beenduly authorized and validly issued and (other than Pledged Securities consisting of limited liability company interests or partnershipinterests, to the extent they cannot be fully paid or non-assessable) are fully paid and non-assessable.SECTION 4.5 Benefit to Guarantors. Each Guarantor will receive substantial benefit as a result of the execution,delivery and performance of this Agreement and the Credit Agreement and other documents evidencing the Secured Obligations.ARTICLE V CERTAIN PROVISIONS CONCERNING PLEDGED SECURITIESSECTION 5.1 Pledge of Additional Pledged Securities. Each Pledgor shall, upon obtaining any (a) Intercompany Notes(other than Excluded Property) required, pursuant to Section 10.04(d) of the Credit Agreement to be delivered to Collateral Agent, or(b) Pledged Securities of any Person, accept the same in trust for the benefit of Collateral Agent and promptly (but in any event withinthe time periods set forth in Section 9.11 of the Credit Agreement), subject to Section 10.17, deliver to Collateral Agent a pledgeamendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 annexed hereto (each, a “Pledge Amendment”), and,subject to Section 10.17, the certificates and other documents required under Sections 3.1 and 3.2 in respect of such Pledged Securitiesand/or Intercompany Notes, as applicable, and confirming the attachment of the Liens hereby created on and in respect of such PledgedSecurities and/or Intercompany Notes, as applicable. Each Pledgor hereby authorizes Collateral Agent to attach each PledgeAmendment to this Agreement and agrees that all Pledged Securities and/or Intercompany Notes, as applicable, listed on any PledgeAmendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral, except for ExcludedProperty.SECTION 5.2 Voting Rights; Distributions; etc.(a) So long as no Event of Default shall have occurred and be continuing, and Collateral Agent has not issued thewritten demand contemplated in clause (b) below:(i) Subject to the provisions of the Credit Documents, each Pledgor shall be entitled to exercise any and all voting and/orother consensual rights and powers inuring to an owner of Pledged Securities or any part thereof.(ii) Subject to the Credit Agreement, each Pledgor shall be entitled to receive and retain any and all Distributions;provided, however, that, subject to Section 10.17, any and all Distributions consisting of rights or interests in the form ofsecurities (other than Excluded Property) shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral (to theextent required to be pledged hereunder) and shall, if received by any Pledgor, be received in trust for the benefit of theCollateral Agent, be segregated from the other property or funds of such Pledgor and be promptlyLA\3881692.2 (but in any event with thirty (30) days after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the sameform as so received (with any necessary endorsement), accompanied by such instruments of transfer or assignment dulyexecuted in blank, all in form and substance reasonably satisfactory to the Collateral Agent.(iii) Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor allnecessary consents relating to voting rights and shall, upon written request of any Pledgor and at the sole cost and expense ofthe Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instrumentsand other documents as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and/or otherrights which it is entitled to exercise pursuant to Section 5.2(a)(i) and to receive the Distributions which it is authorized toreceive and retain pursuant to Section 5.2(a)(ii).(b) Upon the occurrence and during the continuance of any Event of Default:(i) Upon written demand by Collateral Agent, all rights of each Pledgor to exercise the voting and other consensualrights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) shall cease on the Business Day after suchPledgor’s receipt of such demand, and, subject to Section 10.17 and any applicable Requirement of Law (including, withoutlimitation, any Gaming Law), all such rights shall thereupon become vested in Collateral Agent, which shall thereupon have thesole right to exercise such voting and other consensual rights.(ii) Upon written demand by Collateral Agent, all rights of each Pledgor to receive Distributions which it wouldotherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) shall cease on the Business Day after such Pledgor’sreceipt of such demand, and, subject to Section 10.17 and any applicable Requirement of Law (including, without limitation,any Gaming Law), all such rights shall thereupon become vested in Collateral Agent, which shall thereupon have the sole rightto receive and hold as Pledged Collateral such Distributions.(c) Upon the occurrence and during the continuance of an Event of Default, each Pledgor shall, at its sole cost andexpense, from time to time execute and deliver to Collateral Agent appropriate instruments as Collateral Agent may request in order topermit Collateral Agent to exercise, subject to Section 10.17 and any applicable Requirement of Law (including, without limitation, anyGaming Law), the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(b)(i) and to receive allDistributions which it may be entitled to receive under Section 5.2(b)(ii). Any and all Distributions paid over to or received byCollateral Agent pursuant to the provisions of this Section 5.2(c) shall be retained by Collateral Agent in an account to be established byCollateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Article IX.After all Events of Default have been cured or waived, Collateral Agent shall promptly repay to each applicable Pledgor or its designee(without interest) all Distributions that such Pledgor would otherwise be permitted to retain pursuant to the terms of Section 5.2(b)(ii)that have not been applied in accordance with the provisions of Article IX.(d) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(b)(ii) shall be receivedin trust for the benefit of Collateral Agent, shall be segregated from other funds of such Pledgor and shall promptly (but in any event,with five (5) Business Days after receipt thereof) be paid over to Collateral Agent as Pledged Collateral in the same form as so received(with any necessary endorsement).SECTION 5.3 Certain Agreements of Pledgors As Issuers and Holders of Equity Interests.LA\3881692.2 (a) In the case of each Pledgor that is an issuer of Pledged Securities, such Pledgor agrees to be bound by the terms ofthis Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it.(b) In the case of each Pledgor that is a shareholder, partner or member in a corporation, partnership, limited liabilitycompany or other entity, such Pledgor hereby consents to the extent required by the applicable Organizational Document to the pledgeby each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such corporation, partnership, limited liability companyor other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities toCollateral Agent or its nominee and to the substitution of Collateral Agent or its nominee as a substituted shareholder, partner ormember in such corporation, partnership, limited liability company or other entity with all the rights, powers and duties of ashareholder, general partner, a limited partner or member, as the case may be.ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERALSECTION 6.1 Grant of License. For the purpose of enabling Collateral Agent to exercise rights and remedies underArticle VIII at such time as Collateral Agent shall be lawfully entitled to exercise, upon the occurrence and during the continuance of anEvent of Default, such rights and remedies, and for no other purpose, each Pledgor hereby grants to Collateral Agent, to the extentassignable, and to the extent not resulting in a breach, violation or termination of any Intellectual Property Collateral an irrevocable,non-exclusive license (exercisable without payment of royalty or other compensation to such Pledgor) to use, assign, license orsublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may belocated, including in such license access to all media in which any of the licensed items may be recorded or stored and to all computerprograms used for the compilation or printout thereof; provided that such use is consistent with the use of such Intellectual PropertyCollateral employed by the Pledgors in the ordinary conduct of their business and, with respect to Trademarks owned by a Pledgor andused by Collateral Agent under this Section 6.1, such Pledgor shall have rights of quality control and inspection that are reasonablynecessary to maintain the validity and enforceability of such Trademarks.SECTION 6.2 Protection of Collateral Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost andexpense, (i) promptly following any Responsible Officer of such Pledgor obtaining knowledge thereof, notify Collateral Agent of (A)any materially adverse determination in any proceeding in the United States Patent and Trademark Office or the United States CopyrightOffice with respect to any material Patent, Trademark or Copyright or (B) the institution of any proceeding or any adversedetermination in any federal, state or local court or administrative body regarding such Pledgor’s claim of ownership in or right to useany of the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Real Property, itsright to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, in eachcase, in a manner that would, individually or in the aggregate, have a Material Adverse Effect, (ii) upon any Responsible Officer ofsuch Pledgor obtaining knowledge thereof, promptly notify Collateral Agent in writing of any event which may be reasonably expectedto materially and adversely affect the value or utility of the Intellectual Property Collateral or any portion thereof material to the use andoperation of the Pledged Collateral or Mortgaged Real Property, the ability of such Pledgor or Collateral Agent to dispose of theIntellectual Property Collateral or any material portion thereof or the rights and remedies ofLA\3881692.2 Collateral Agent in relation thereto including, without limitation, a levy or threat of levy or any legal process against the IntellectualProperty Collateral or any portion thereof, in each case, in a manner that would, individually or in the aggregate, have a MaterialAdverse Effect, and (iii) not license the Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidentalto, the ordinary course of business, or amend or permit the amendment of any of the licenses, in each case, in a manner that would,individually or in the aggregate, have a Material Adverse Effect, without the consent of Collateral Agent.SECTION 6.3 After-Acquired Property. If any Pledgor shall, at any time before the Secured Obligations have been Paidin Full, (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additionalIntellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation or continuation-in-partof any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shallautomatically apply thereto and any such item enumerated in clause (i) or (ii) above of this Section 6.2 with respect to such Pledgorshall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time ofexecution hereof and shall be subject to the Liens and security interests created by this Agreement without further action by any party.Upon the written request of the Collateral Agent, such Pledgor shall, within thirty (30) days (or such longer period of time as CollateralAgent may agree in its sole discretion) following delivery of any Perfection Certificate update pursuant to Section 9.04(h)(ii) of theCredit Agreement, execute and deliver such documents as are reasonably requested by Collateral Agent to evidence the attachment ofthe Liens and security interests created by this Agreement to any rights described in clauses (i) and (ii) of the immediately precedingsentence of this Section 6.2.SECTION 6.4 Litigation. Unless there shall occur and be continuing any Event of Default, and Collateral Agent hasprovided written notice to Borrower thereof, each Pledgor shall have the right to commence and prosecute in its own name, as the partyin interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the IntellectualProperty Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution,diminution in value or other damage as are necessary to protect the Intellectual Property Collateral or any part thereof. Upon theoccurrence and during the continuance of any Event of Default and upon delivery of written notice thereof from Collateral Agent toBorrower, each Pledgor’s right provided in the immediately preceding sentence shall cease on the Business Day after Borrower’sreceipt of such notice. Upon the occurrence and during the continuance of any Event of Default, Collateral Agent shall have the rightbut shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or, bring suit in the name ofany Pledgor, Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In theevent of such suit, upon the occurrence and during the continuance of any Event of Default, each Pledgor shall, at the reasonablerequest of Collateral Agent, do any and all lawful acts and execute any and all documents reasonably requested by Collateral Agent inaid of such enforcement, and the Pledgors shall promptly reimburse and indemnify Collateral Agent, as the case may be, for all costsand expenses incurred by Collateral Agent in the exercise of its rights under this Section 6.3 in accordance with Section 13.03 of theCredit Agreement. In the event that Collateral Agent shall elect not to bring suit to enforce the Intellectual Property Collateral, eachPledgor agrees, at the reasonable request of Collateral Agent, and upon the occurrence and during the continuance of any Event ofDefault, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent the infringement,counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral byothers and for that purpose agrees to diligently maintain any suit, proceeding or other action against any Person so infringing necessaryto prevent such infringement.LA\3881692.2 ARTICLE VII CERTAIN PROVISIONS CONCERNING RECEIVABLESSECTION 7.1 Maintenance of Records. Each Pledgor shall, at such Pledgor’s sole cost and expense, upon CollateralAgent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangibleevidence of Receivables, including, without limitation, all documents evidencing Receivables and any books and records relatingthereto to Collateral Agent or to its representatives (provided that copies of such documents and books and records may be retained bysuch Pledgor). Upon the occurrence and during the continuance of any Event of Default, Collateral Agent may transfer a full andcomplete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings relating to theReceivables to and for the use by any Person that has acquired or is contemplating acquisition of an interest in the Receivables orCollateral Agent’s security interest therein without the consent of any Pledgor.SECTION 7.2 Legend. Upon the occurrence and during the continuance of an Event of Default, each Pledgor shall,upon written request of Collateral Agent, after the occurrence and during the continuance of an Event of Default, legend, in form andmanner reasonably satisfactory to Collateral Agent, the Receivables and the other books, records and documents of such Pledgorevidencing or pertaining to the Receivables with an appropriate reference to the fact that the Receivables have been assigned toCollateral Agent for the benefit of the Secured Parties and that Collateral Agent has a security interest therein.ARTICLE VIII REMEDIESSECTION 8.1 Remedies. Upon the occurrence and during the continuance of any Event of Default, Collateral Agentshall have the right to exercise any and all rights afforded to a secured party on default with respect to the Secured Obligations underthe UCC or other applicable law or in equity and without limiting the foregoing may, subject to mandatory requirements of applicablelaw:(a) Enter and occupy any premises owned or, to the extent lawful and permitted, leased by any of the Pledgors wherethe Pledged Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedieshereunder or under law, without obligation to such Pledgor in respect of such occupation; provided that Collateral Agent shall providethe applicable Pledgor with notice thereof prior to such occupancy;(b) Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of thePledged Collateral including, without limitation, instructing the obligor or obligors on any agreement, instrument or other obligationconstituting part of the Pledged Collateral to make any payment required by the terms of such agreement, instrument or other obligationdirectly to Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and makeother modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgorprior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust forthe benefit of Collateral Agent and shall promptly (but in no event later than five (5) Business Days after receipt thereof) pay suchamounts to Collateral Agent;(c) Subject to, if applicable, the notice requirements set forth in Section 8.2, sell, assign, grant a license to use orotherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use orLA\3881692.2 otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and takepossession of the proceeds of any such sale, assignment, license or liquidation;(d) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to assemble all orpart of such Pledged Collateral and make it available to Collateral Agent at a place and time to be designated by Collateral Agent that isreasonably convenient to both parties at such Pledgor’s own expense;(e) Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or otheraccount of any Pledgor constituting Pledged Collateral for application to the Secured Obligations as provided in Article IX hereof;(f) Retain and apply the Distributions to the Secured Obligations as provided in Article IX;(g) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation,subject to Section 10.17, perfecting assignment of and exercising any and all voting, consensual and other rights and powers withrespect to any Pledged Collateral;(h) Subject to mandatory requirements of applicable law and, if applicable, the notice requirements set forth in Section8.2, sell, assign or grant a license to use the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at anyexchange, broker’s board or at any of Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at suchprice or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Collateral Agent or any otherSecured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged Collateral or anypart thereof at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase pricefor all or any portion of the Pledged Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligationsowed to such Person as a credit on account of the purchase price of the Pledged Collateral or any part thereof payable by such Person atsuch sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensedabsolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted bylaw, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law orstatute now existing or hereafter enacted. Collateral Agent shall not be obligated to make any sale of the Pledged Collateral or any partthereof regardless of notice of sale having been given. Collateral Agent may adjourn any public or private sale from time to time byannouncement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which itwas so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against Collateral Agent arising byreason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold, assigned or licensed at such aprivate sale was less than the price which might have been obtained at a public sale, even if Collateral Agent accepts the first offerreceived and does not offer such Pledged Collateral to more than one offeree. Collateral Agent may sell any Pledged Collateral withoutgiving any warranties as to the Pledged Collateral and may specifically disclaim any warranties of title, merchantability or the like; and(i) Subject to applicable Gaming Laws, Collateral Agent shall be entitled forthwith as a matter of right, concurrently orindependently of any other right or remedy hereunder either before or after declaring the Secured Obligations or any part thereof to bedue and payable, to the appointment of a receiver without giving notice to any party and without regard to the adequacy or inadequacyof any security for the Secured Obligations or the solvency or insolvency of any Person or entity then legally or equitably liableLA\3881692.2 for the Secured Obligations or any portion thereof. The Pledgors hereby consent to the appointment of such receiver. Notwithstandingthe appointment of any receiver, Collateral Agent shall be entitled as pledgee to the possession and control of any cash, deposits orinstruments at the time held by or payable or deliverable under the terms of this Agreement, the Credit Agreement or any other CreditDocument.SECTION 8.2 Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent notice of sale or otherdisposition of the Pledged Collateral or any part thereof shall be required by law, ten (10) days’ prior written notice to the applicablePledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take placeshall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after theoccurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Collateral Agentmay fix and state in the notice of such sale.SECTION 8.3 Waiver of Notice and Claims. Each Pledgor hereby waives, following the occurrence and during thecontinuance of an Event of Default, to the fullest extent permitted by applicable law, notice or judicial hearing in connection withCollateral Agent’s taking possession or Collateral Agent’s disposition of the Pledged Collateral or any part thereof, including, withoutlimitation, any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor wouldotherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law, following theoccurrence and during the continuance of an Event of Default: (a) all damages occasioned by such taking of possession; (b) all otherrequirements as to the time, place and terms of sale or other requirements with respect to the enforcement of Collateral Agent’s rightshereunder; and (c) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under anyapplicable law. Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to Article VIII in the absenceof Collateral Agent’s gross negligence, bad faith or willful misconduct or a material breach by Collateral Agent of this Agreement, ineach case, as determined by a final non-appealable judgment of a court of competent jurisdiction. Subject to Section 10.17, any sale of,or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest,claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law andin equity against such Pledgor and against any and all Persons claiming or attempting to claim the Pledged Collateral so sold, optionedor realized upon, or any part thereof, from, through or under such Pledgor.SECTION 8.4 Certain Sales of Pledged Collateral.(a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of anyGovernmental Authority, Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, tolimit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such salesmay be at prices and on terms less favorable to Collateral Agent than those obtainable through a public sale without such restrictions,and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commerciallyreasonable manner and that, except as may be required by applicable law, Collateral Agent shall have no obligation to engage in publicsales.(b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable statesecurities laws, Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Securities, to limitpurchasers to Persons who will agree, among other things, to acquire such Pledged Securities for their own account, for investment andnot with a view to theLA\3881692.2 distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable toCollateral Agent than those obtainable through a public sale without such restrictions (including, without limitation, a public offeringmade pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any suchprivate sale shall be deemed to have been made in a commercially reasonable manner and that Collateral Agent shall have no obligationto engage in public sales and no obligation to delay the sale of any Pledged Securities for the period of time necessary to permit theissuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securitieslaws, even if such issuer would agree to do so.(c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event ofDefault, at the reasonable request of Collateral Agent, for the benefit of Collateral Agent, cause any registration, qualification under orcompliance with any federal or state securities law or laws to be effected with respect to all or any part of the Pledged Securities as soonas practicable and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause suchregistration to be effected (and be kept effective) and will use its commercially reasonable efforts to cause such qualification andcompliance to be effected (and be kept effective) as may be so requested if it would permit or facilitate the sale and distribution of suchPledged Securities including, without limitation, registration under the Securities Act (or any similar statute then in effect), appropriatequalifications under applicable blue sky or other state securities laws and appropriate compliance with all other requirements of anyGovernmental Authority. Each applicable Pledgor shall use commercially reasonable efforts to cause Collateral Agent to be keptadvised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shallfurnish to Collateral Agent such number of prospectuses, offering circulars or other documents incident thereto as Collateral Agent fromtime to time may reasonably request and shall indemnify and shall cause the issuer of the Pledged Securities to indemnify CollateralAgent and all others participating in the distribution of such Pledged Securities against all claims, losses, damages and liabilities causedby any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement,notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification orthe like) a material fact required to be stated therein or necessary to make the statements therein not misleading.(d) If Collateral Agent determines to exercise its right to sell any or all of the Pledged Securities, upon written request,the applicable Pledgor shall from time to time furnish to Collateral Agent all such information as Collateral Agent may request in orderto determine the number of securities included in the Pledged Securities which may be sold by Collateral Agent as exempt transactionsunder the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time ineffect.SECTION 8.5 No Waiver; Cumulative Remedies.(a) No failure or delay on the part of Collateral Agent to exercise, and no course of dealing with respect to, any right,power, privilege or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power,privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege orremedy; nor shall Collateral Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All rightsand remedies herein provided are cumulative and are not exclusive of any rights and remedies provided by law or otherwise available.(b) In the event that Collateral Agent shall have instituted any proceeding to enforce any right, power, privilege orremedy under this Agreement or any other Credit Document by foreclosure,LA\3881692.2 sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determinedadversely to Collateral Agent, then and in every such case, the Pledgors, Collateral Agent and each other Secured Party shall be restoredto their respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges andpowers of Collateral Agent and the other Secured Parties shall continue as if no such proceeding had been instituted.SECTION 8.6 Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurredand be continuing, upon the written demand of Collateral Agent, each Pledgor shall execute and deliver to Collateral Agent anassignment or assignments of the registered Intellectual Property Collateral and such other documents as are necessary or appropriate tocarry out the intent and purposes hereof.SECTION 8.7 Special Gaming Requirements. Notwithstanding anything to the contrary contained herein or in any ofthe other Credit Documents, Collateral Agent and each Secured Party hereby acknowledges and agrees that, as long as any applicablePledgor, any Issuer of Pledged Securities or any other entity in which a Pledgor, directly or indirectly, holds an ownership interest islicensed by or registered with any Gaming Authorities during the term of this Agreement:(a) the pledge of the Pledged Securities by any applicable Pledgor, and any restrictions on the transfer of andagreements not to encumber the Pledged Securities or other equity securities of such Pledgor, may require approval (including priorapproval) by the Gaming Authorities in order to become effective and to remain in full force and effect. This Agreement may bewaived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by Borrower andCollateral Agent (without the consent of any other Secured Party or any other Person) to permit any changes requested or required byGaming Authorities or Gaming Laws (including any changes relating to qualifications as a permitted holder of debt, licensing or limitson Property that may be pledged as Collateral or available remedies);(b) the pledge of any Equity Interests or other assets by any applicable Pledgor, and any restrictions on the transfer ofand agreements not to encumber such Equity Interests or other assets, may (i) require approval (including prior approval) by theGaming Authorities in order to become effective and to remain in full force and effect, and this Agreement may be amended to includeadditional references to such regulatory requirements pursuant to an agreement or agreements in writing entered into by the Borrowerand Collateral Agent (without the consent of any other Secured Party or any other Person), provided that such amendment oramendments are requested or required by Gaming Authorities or Gaming Laws (including any changes relating to qualifications as apermitted holder of debt, licensing or limits on Property that may be pledged as Collateral or available remedies) or (ii) be prohibited byapplicable Requirements of Law (including, without limitation, any Gaming Laws), and this Agreement may be amended pursuant to anagreement or agreements in writing entered into by Borrower and Collateral Agent (without the consent of any other Secured Party orany other Person) to expressly exclude such Equity Interests and other assets from the Lien granted to Collateral Agent hereunder,provided that such amendment or amendments are requested or required by Gaming Authorities or Gaming Laws (including anychanges relating to qualifications as a permitted holder of debt, licensing or limits on Property that may be pledged as Collateral oravailable remedies);(c) any foreclosure or transfer of the possessory security interest in the Pledged Securities or any other PledgedCollateral (except back to such Pledgor), and before any other resort to the Pledged Securities or any other Pledged Collateral or otherenforcement of the security interests in the Pledged Securities or any other Pledged Collateral, may require the prior approval of theGaming Authorities and theLA\3881692.2 licensing of Collateral Agent, unless such licensing requirement is waived by the Gaming Authorities upon application of CollateralAgent;(d) the exercise by Collateral Agent of any of its remedies set forth in Article VIII with respect to any PledgedSecurities or any other Pledged Collateral, and of any of the voting and consensual rights afforded Collateral Agent thereunder mayrequire the prior approval of the Gaming Authorities, including, without limitation, any separate prior approvals required in connectionwith the sale, transfer or other disposition of the Pledged Securities or any other Pledged Collateral; and(e) Collateral Agent may be required to maintain the Pledged Securities or any other Pledged Collateral at all times at alocation required (to the extent so required) by the applicable Gaming Authority, and shall make the Pledged Collateral (including,without limitation, the certificate(s) or instrument(s) representing or evidencing the Pledged Securities) available for inspection byagents or employees of such Gaming Authority promptly (or where required by a Gaming Law or Gaming Authority, immediately)upon request of such Gaming Authority.Notwithstanding anything to the contrary contained herein or in any of the other Credit Documents, Collateral Agentexpressly acknowledges and agrees that its exercise of its rights and remedies hereunder is subject, in all events, to all applicableGaming Laws and to the mandatory provisions of all federal, state and local laws, rules and regulations relating to gaming at or fromany of the properties of any applicable Pledgor, any Issuer of Pledged Securities or any other entity in which a Pledgor, directly orindirectly, holds an ownership interest.Notwithstanding anything to the contrary contained herein or in any of the other Credit Documents, Collateral Agentexpressly acknowledges and agrees that in no event shall Collateral Agent’s exercise of its rights and remedies hereunder result inCollateral Agent (or any other Person) obtaining an interest, directly or indirectly, in any Gaming License, unless any necessary GamingApprovals have been obtained and are in effect and then, only in compliance with all applicable Gaming Laws. Without limiting any ofthe foregoing, Collateral Agent acknowledges that any foreclosure, possession, sale, transfer or disposition of certain gaming equipmentand machinery or any other Pledged Collateral is subject to compliance with applicable Gaming Laws which may be proscriptive orrequire prior consent or approval by applicable Gaming Authorities to such foreclosure, possession, sale, transfer or disposition.At any time upon the occurrence and during the continuance of any Event of Default, Pledgor shall cooperate with theCollateral Agent with respect to obtaining any Gaming Approvals required for the exercise by the Collateral Agent of its rights andremedies hereunder and shall at the Collateral Agent’s request promptly submit any requests for such Gaming Approvals to anyapplicable Gaming Authority.ARTICLE IX APPLICATION OF PROCEEDSThe proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or anypart of the Pledged Collateral pursuant to the exercise by Collateral Agent of its remedies as a secured creditor as provided in ArticleVIII shall be applied, together with any other sums then held by Collateral Agent pursuant to this Agreement, in the manner as providedin Section 11.02 of the Credit Agreement.LA\3881692.2 ARTICLE X MISCELLANEOUSSECTION 10.1 Concerning Collateral Agent.(a) Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of CollateralAgent hereunder are subject to the provisions of the Credit Agreement and this Agreement. Collateral Agent shall have the righthereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action(including, without limitation, the release or substitution of the Pledged Collateral), in accordance with this Agreement and the CreditAgreement. The rights, duties, privileges, immunities and indemnities of the Collateral Agent under the Credit Agreement shall applyhereto. Collateral Agent may employ agents (or sub-agents) and/or attorneys-in-fact in connection herewith and shall not be responsiblefor the negligence or misconduct of any agents (or sub-agents) and/or attorneys-in-fact selected by it with reasonable care. CollateralAgent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement and shallsucceed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement.After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to betaken by it under this Agreement while it was Collateral Agent.(b) Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the PledgedCollateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which Collateral Agent, in itsindividual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither CollateralAgent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions,exchanges, maturities, tenders or other matters relating to any Pledged Securities, whether or not Collateral Agent or any other SecuredParty has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any Person withrespect to any Pledged Collateral.(c) Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document orany telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons,and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of legal counsel selected by it.(d) If any item of Pledged Collateral also constitutes collateral granted to Collateral Agent under any other deed oftrust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and theprovisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral,Collateral Agent, in its sole discretion, shall select which provision or provisions shall control.SECTION 10.2 Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If any Pledgor shall fail toperform any covenants contained in this Agreement after notice from Collateral Agent (including, without limitation, such Pledgor’scovenants to (i) pay the premiums in respect of all insurance policies required pursuant to Section 9.02 of the Credit Agreement, (ii) payCharges, (iii) make repairs, (iv) discharge Liens (other than Permitted Liens) or (v) pay or perform any obligations of such Pledgor withrespect to any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall be breached inany material respect and, in each case, such failure or breach constitutes an Event of Default and such Event of Default is continuing,Collateral Agent may reasonably (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and mayexpend funds forLA\3881692.2 such purpose; provided, however, that Collateral Agent shall in no event be bound to inquire into the validity of any tax, Lien,imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor doesnot contest in accordance with, and permitted pursuant to, the provisions of the Credit Agreement. Any and all reasonable amounts soexpended by Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 13.03 of the CreditAgreement. Neither the provisions of this Section 10.2 nor any action taken by Collateral Agent pursuant to the provisions of thisSection 10.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation orwarranty from constituting an Event of Default. Each Pledgor hereby appoints Collateral Agent its attorney-in-fact (to the extent suchaction is permitted by any applicable law), effective upon the occurrence of and during the continuance of an Event of Default, with fullauthority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in Collateral Agent’sreasonable discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, thisAgreement and the other Security Documents that Collateral Agent may reasonably deem necessary to accomplish the purposes hereofin accordance with the terms hereof (but Collateral Agent shall not be obligated to, and shall have no liability to any Pledgor or anythird party for failure to, take such action). The foregoing grant of authority is a power of attorney coupled with an interest, and suchappointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do, or cause to bedone, in accordance with the Credit Documents, by virtue hereof. The foregoing power of attorney described in this Section 10.2 shallterminate when all of the Secured Obligations are Paid in Full.SECTION 10.3 Representations, Warranties and Covenants. Notwithstanding anything to the contrary in thisAgreement or any other Credit Document, (a) to the extent any provision of this Agreement or the Credit Agreement or any other CreditDocument or (except with respect to Leased Property) any applicable Requirement of Law (including, without limitation, any GamingLaw) excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any securityinterest in favor of Collateral Agent or any other Secured Party in the Pledged Collateral, the representations, warranties and covenantsmade by any relevant Pledgor in this Agreement or any other Credit Document with respect to the creation, perfection or priority (asapplicable) of the security interest granted in favor of Collateral Agent or any other Secured Party (including, without limitation, ArticleIV of this Agreement, or Articles VIII or IX of the Credit Agreement) shall be deemed not to apply to such excluded assets to the extentso excluded or, to the extent relating to perfection, to the extent not required to be perfected and (b) the representations, warranties andcovenants made by any relevant Pledgor in this Agreement or any other Credit Document with respect to the creation, perfection orpriority (as applicable) of the security interest granted in favor of Collateral Agent or any other Secured Party (including, withoutlimitation, Article IV of this Agreement, or Articles VIII or IX of the Credit Agreement) shall be deemed not to apply to Sale Proceedsunless such Sale Proceeds would otherwise constitute Collateral without regard to the specific inclusion of Sale Proceeds in the grantingclauses hereof.SECTION 10.4 Continuing Security Interest. This Agreement shall create a continuing security interest in the PledgedCollateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights andremedies of Collateral Agent hereunder, to the benefit of Collateral Agent and the other Secured Parties and each of their respectivesuccessors, transferees and assigns. No other Persons (including, without limitation, any other creditor of any Pledgor) shall have anyinterest herein or any right or benefit with respect hereto.SECTION 10.5 Termination; Release. Notwithstanding anything to the contrary herein or in any other CreditDocument, upon the Secured Obligations being Paid in Full, this Agreement shall terminate. Upon termination of this Agreement, thePledged Collateral shall be automatically released fromLA\3881692.2 the Lien granted pursuant to this Agreement. Upon such release or any release of Pledged Collateral in accordance with the provisionsof the Credit Agreement (including Section 10.05 thereof or in connection with a waiver of such Section 10.05 by the RequiredLenders), Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to suchPledgors or their designee, against receipt and without recourse to or warranty by Collateral Agent, such of the Pledged Collateral to bereleased as may be in possession of Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof,and, with respect to any other Pledged Collateral, proper documents and instruments (including, without limitation, UCC terminationstatements or releases, releases of any Intellectual Property grants, mortgage terminations and such other instruments and releases asmay be necessary or reasonably requested by a Pledgor to effect such release and, to the extent necessary or reasonably requested bysuch Pledgor, shall authorize the delivery and/or filing of any such documents or instruments) acknowledging the termination hereof orthe release of such Pledged Collateral, as the case may be.SECTION 10.6 Modification in Writing. No amendment, modification, supplement, termination or waiver of or to anyprovision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made inaccordance with the terms of the Credit Agreement and unless in writing and signed by Collateral Agent and, in the case of anyamendment or modification, the Pledgors; provided that, any amendment or modification of the type described or referred to in Section8.7(a) or Section 8.7(b) may be entered into in a writing signed by Collateral Agent and Borrower (without the consent of any otherSecured Party or other Person), provided that such amendment or modification is requested or required by Gaming Authorities orGaming Laws (including any changes relating to qualifications as a permitted holder of debt, licensing or limits on Property that may bepledged as Collateral or available remedies); provided further that any amendment, modification or supplement of the type described orreferred to in the definition of Excluded Property or Section 10.17 shall be deemed effective upon Collateral Agent’s receipt of writtennotice of the same (without the consent of any Secured Party or other Person). Any amendment, modification or supplement of or toany provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of anyprovision hereof shall be effective only in the specific instance and for the specific purpose for which made or given. Except wherenotice is specifically required by this Agreement or any other document evidencing the Secured Obligations, no notice to or demand onany Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.SECTION 10.7 Notices. Unless otherwise provided herein or in the Credit Agreement, any notice or othercommunication herein required or permitted to be given shall be given in the manner and become effective as set forth in the CreditAgreement, as to any Pledgor, addressed to it at the address of Borrower set forth in the Credit Agreement and as to Collateral Agent,addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by suchparty pursuant to the Credit Agreement.SECTION 10.8 GOVERNING LAW. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSIES, DISPUTES, ORCAUSES OF ACTION (WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) BASED UPON ORRELATING TO THIS AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OFTHE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PRINCIPLES THAT WOULD APPLY THELAWS OF ANOTHER JURISDICTION.SECTION 10.9 SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OFJURY TRIAL.LA\3881692.2 (A) SUBMISSION TO JURISDICTION. EACH PLEDGOR IRREVOCABLY AND UNCONDITIONALLY AGREESTHAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHERAT LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE COLLATERAL AGENT,ANY SECURED PARTY, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OF THE PARTNERS, DIRECTORS, OFFICERS,EMPLOYEES, AGENTS OR ADVISORS OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR THETRANSACTIONS RELATED HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEWYORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OFNEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLYAND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS INRESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEWYORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACHOF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDINGSHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANYOTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THECOLLATERAL AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATINGTO THIS AGREEMENT AGAINST ANY PLEDGOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.(B) WAIVER OF VENUE. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLYWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW ORHEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TOTHIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (A) OF THIS SECTION. EACH OF THE PARTIES HERETOHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF ANINCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.(C) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS INTHE MANNER PROVIDED FOR NOTICES IN SECTION 10.7. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OFANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.(D) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THETRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHERTHEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHERPERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OFLITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHERPARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUALWAIVERS AND CERTIFICATIONS IN THIS SECTION.LA\3881692.2 SECTION 10.10 Severability of Provisions. Wherever possible, each provision of this Agreement shall be interpreted insuch manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalidunder applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating theremainder of such provisions or the remaining provisions of this Agreement.SECTION 10.11 Counterparts; Interpretation; Effectiveness. This Agreement may be executed in counterparts (and bydifferent parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shallconstitute a single contract. This Agreement and the other Credit Documents constitute the entire contract among the parties theretorelating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to thesubject matter hereof, other than the Fee Letter, which is not superseded and survives solely as to the parties thereto (to the extentprovided therein). This Agreement shall become effective when the Closing Date shall have occurred, and this Agreement shall havebeen executed and delivered by the Credit Parties and when Administrative Agent shall have received counterparts hereof which, whentaken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of thisAgreement by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.SECTION 10.12 Business Days. In the event any time period or any date provided in this Agreement ends or falls on aday other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the nextsucceeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made onsuch other day.SECTION 10.13 No Credit for Payment of Taxes or Imposition. No Pledgor shall be entitled to any credit against theprincipal, premium, if any, or interest payable under the Credit Agreement, and no Pledgor shall be entitled to any credit against anyother sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the PledgedCollateral or any part thereof.SECTION 10.14 No Claims Against Collateral Agent. Nothing contained in this Agreement shall constitute any consentor request by Collateral Agent, express or implied, for the performance of any labor or services or the furnishing of any materials orother property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority tocontract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion aswould permit the making of any claim against Collateral Agent in respect thereof or any claim that any Lien based on the performanceof such labor or services or the furnishing of any such materials or other property is prior to the Liens hereof.SECTION 10.15 Obligations Absolute. All obligations of each Pledgor hereunder shall be absolute and unconditionalirrespective of:(a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of anyPledgor;(b) any lack of validity or enforceability of the Credit Agreement, any Swap Contract, any Cash ManagementAgreement, any Letter of Credit or any other Credit Document, or any other agreement or instrument relating thereto;LA\3881692.2 (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the SecuredObligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Swap Contract, anyLetter of Credit or any other Credit Document, or any other agreement or instrument relating thereto;(d) any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver ofor consent to any departure from any guarantee, for all or any of the Secured Obligations;(e) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the CreditAgreement, any other Credit Document, any Swap Contract or any Cash Management Agreement except as specifically set forth in awaiver granted pursuant to the provisions of Section 10.6; or(f) any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Pledgor(other than payment or other satisfaction of the Secured Obligations).Without limiting the foregoing, the provisions of Section 6.02 of the Credit Agreement shall apply hereto, mutatismutandis as if fully set forth herein.SECTION 10.16 Application of Gaming Laws. Notwithstanding anything to the contrary contained herein, the termsand provisions of this Agreement, including, but not limited to all rights and remedies of Collateral Agent and the other Secured Partiesand powers of attorney and appointment, are expressly subject to all Gaming Laws, which may include, but not be limited to, thenecessity for Collateral Agent and the other Secured Parties to obtain the prior approval of the applicable Gaming Authorities beforetaking any action hereunder and to be licensed, approved or found suitable by such Gaming Authorities before exercising any rightsand remedies hereunder.SECTION 10.17 Gaming Law Specific Provisions. Notwithstanding anything to the contrary in this Agreement or anyother Credit Document:(I) Nevada:(a) Any amendment or other modification of this Agreement may require the approval (including prior approval) of theNevada Gaming Authorities in order to be effective.(b) The Equity Interests of any Person that is subject to the jurisdiction of the Nevada Gaming Authorities as a licenseeor registered company under the Nevada Gaming Laws (the “Pledged Nevada Gaming Interests”) (i) shall not, nor shall they bedeemed to, constitute Pledged Securities or Pledged Collateral, and (ii) such Pledged Nevada Gaming Interests shall not, norshall they be deemed to be, pledged or granted as security for the Secured Obligations, in the case of both clauses (i) and (ii),until such pledge or grant has been approved by the Nevada Gaming Commission, and any lien on and security interest inpersonal property gaming collateral located in the State of Nevada granted to Collateral Agent by any Pledgor or on the PledgedNevada Gaming Interests, as approved by the Nevada Gaming Commission, may not be enforced or foreclosed upon byCollateral Agent or any other Secured Party until such enforcement or foreclosure has been approved by the Nevada GamingCommission.(c) If this Agreement and the pledge or grant of security interests in the Pledged Nevada Gaming Interests, has beenapproved by the Nevada Gaming Commission and the Pledged NevadaLA\3881692.2 Gaming Interests, are or become certificated, the physical location of each certificate evidencing one or more of the PledgedNevada Gaming Interests, must at all times remain within the territory of the State of Nevada at a location disclosed to theNevada State Gaming Control Board. No such certificate shall be delivered to the Administrative Agent, Collateral Agent or itscustodial agent until such approval has been obtained. Each certificate shall be made available for inspection by the NevadaState Gaming Control Board agents or Nevada Gaming Commission agents immediately upon request during normal businesshours. Neither the Collateral Agent nor any agent thereof shall surrender possession of such certificates to any Person other thanthe Pledgor pledging the same without the prior approval of the Nevada Gaming Authorities or as otherwise permitted byapplicable Nevada Gaming Laws.(d) In the event that Collateral Agent or any Secured Party exercises one or more of the remedies set forth in thisAgreement with respect to the Pledged Nevada Gaming Interests, including without limitation, foreclosure or transfer of anyinterest in the Pledged Nevada Gaming Interests (except back to the applicable Pledgor), the exercise of voting and consensualrights, and any other resort to or enforcement of the security interest in such membership interests, such action will require theseparate and prior approval of the applicable Nevada Gaming Authorities unless such licensing requirement is waived by theapplicable Nevada Gaming Authorities.(e) In the event that Collateral Agent or any Secured Party exercises any of its remedies with respect to PledgedCollateral consisting of gaming devices, cashless wagering systems, mobile gaming systems or interactive gaming systems (asthose terms are defined in the applicable Nevada Gaming Laws) located in Nevada, including the transfer, sale, distribution orother disposition of such Pledged Collateral, such exercise may require the separate and prior approval of the Nevada GamingAuthorities or the licensing of the Collateral Agent, Secured Party or any transferee thereof.(II) Massachusetts:(a) Any amendment or other modification of this Agreement may require the approval (including prior approval) of theGaming Authorities of the Commonwealth of Massachusetts in order to be effective.(b) The Equity Interests of any Person that is subject to the jurisdiction of the Gaming Authorities of theCommonwealth of Massachusetts as a licensee or registered company under the Gaming Laws of the Commonwealth ofMassachusetts (the “Pledged Massachusetts Gaming Interests”) (i) shall not, nor shall they be deemed to, constitute PledgedSecurities or Pledged Collateral, and (ii) such Pledged Massachusetts Gaming Interests shall not, nor shall they be deemed to be,pledged or granted as security for the Secured Obligations, in the case of both clauses (i) and (ii), until such pledge or grant hasbeen approved by the Gaming Authorities of the Commonwealth of Massachusetts, and any lien on and security interest inpersonal property gaming collateral located in the Commonwealth of Massachusetts granted to Collateral Agent by any Pledgoror on the Pledged Massachusetts Gaming Interests, as approved by the Gaming Authorities of the Commonwealth ofMassachusetts, may not be enforced or foreclosed upon by Collateral Agent or any other Secured Party until such enforcementor foreclosure has been approved by the Gaming Authorities of the Commonwealth of Massachusetts.(c) In the event that Collateral Agent or any Secured Party exercises one or more of the remedies set forth in thisAgreement with respect to the Pledged Massachusetts Gaming Interests, including without limitation, foreclosure or transfer ofany interest in the Pledged MassachusettsLA\3881692.2 Gaming Interests (except back to the applicable Pledgor), the exercise of voting and consensual rights, and any other resort to orenforcement of the security interest in such membership interests, such action will require the separate and prior approval of theapplicable Gaming Authorities of the Commonwealth of Massachusetts unless such licensing requirement is waived by theapplicable Gaming Authorities of the Commonwealth of Massachusetts.(d) In the event that Collateral Agent or any Secured Party exercises any of its remedies with respect to PledgedCollateral consisting of gaming devices, cashless wagering systems, mobile gaming systems or interactive gaming systems (asthose terms are defined in the applicable Gaming Laws of the Commonwealth of Massachusetts) located in the Commonwealthof Massachusetts, including the transfer, sale, distribution or other disposition of such Pledged Collateral, such exercise mayrequire the separate and prior approval of the Gaming Authorities of the Commonwealth of Massachusetts or the licensing of theCollateral Agent, Secured Party or any transferee thereof.(III) In the event any Pledgor develops, acquires or otherwise owns or operates a Gaming Facility in a state or otherjurisdiction not specifically referenced in this Section 10.17, by written request of such Pledgor this Section 10.17 shall be amended,modified or supplemented pursuant to an agreement or agreements in writing entered into by Borrower and Collateral Agent (withoutthe consent of any other Secured Party or any other Person to add additional jurisdictional specific matters as is, in the good faithdetermination of such Pledgor, necessary or advisable in relation to the property and operations of such Gaming Facility (or the director indirect owners thereof).[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]LA\3881692.2 IN WITNESS WHEREOF, the Pledgors and Collateral Agent have caused this Agreement to be duly executed and delivered bytheir duly authorized officers as of the date first above written.BORROWER AND PLEDGOR:WYNN AMERICA, LLC, a Nevada limited liability companyBy: Wynn Resorts Holdings, LLC, a Nevada limited liability company, its sole memberBy: Wynn Resorts,Limited, a Nevada corporation, its sole memberBy:/s/ Stephen Cootey Name:Stephen Cootey Title:Chief Financial Officer,SVP and TreasurerLA\3881692.2 GUARANTORS AND PLEDGORS:WYNN LAS VEGAS HOLDINGS, LLC,a Nevada limited liability companyBy: WYNN AMERICA, LLC, a Nevada limited liability company, its sole memberBy: Wynn Resorts Holdings, LLC, a Nevada limited liability company, its sole memberBy: Wynn Resorts,Limited, a Nevada corporation, its sole member By:/s/ Stephen Cootey Name:Stephen Cootey Title:Chief Financial Officer,SVP and TreasurerLA\3881692.2 GUARANTOR AND PLEDGOR:WYNN MA, LLC, a Nevada limited liability companyBy: Wynn America, LLC, a Nevada limited liability company, its sole memberBy: Wynn Resorts Holdings, LLC, a Nevada limited liability company, its sole memberBy: Wynn Resorts,Limited, a Nevada corporation, its sole member By:/s/ Stephen Cootey Name:Stephen Cootey Title:Chief Financial Officer,SVP and TreasurerLA\3881692.2 GUARANTOR AND PLEDGOR:EVERETT PTOPERTY, LLC,, a Massachusetts limited liability companyBy: Wynn America, LLC, a Nevada limited liability company, its sole memberBy: Wynn Resorts Holdings, LLC, a Nevada limited liability company, its sole memberBy: Wynn Resorts,Limited, a Nevada corporation, its sole member By:/s/ Stephen Cootey Name:Stephen Cootey Title:Chief Financial Officer,SVP and TreasurerLA\3881692.2 COLLATERAL AGENT:DEUTSCHE BANK AG NEW YORK BRANCH By:/s/ Mary Kay CoyleName:Mary Kay CoyleTitle:Managing Director By:/s/ Michael WintersName:Michael WintersTitle:Vice President LA\3881692.2SCHEDULE 1 CERTIFICATED SECURITIESNone. 48EXHIBIT 1 ISSUERS’ ACKNOWLEDGMENTThe undersigned hereby (a) acknowledges receipt of a copy of that certain Security Agreement, dated as of November20, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”;capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement),made by WYNN AMERICA, LLC, a Nevada limited liability company, and the GUARANTORS from time to time party thereto in favorof DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity and together with any successors in suchcapacity, the “Collateral Agent”), and (b) to the extent permitted under applicable Requirements of Law (including, without limitation,any Gaming Laws), (i) agrees promptly to note on its books the security interests granted to Collateral Agent and confirmed under theSecurity Agreement, (ii) agrees that it will comply with instructions of Collateral Agent with respect to the applicable Pledged Securitieswithout further consent by the applicable Pledgor, (iii) agrees to notify Collateral Agent upon obtaining knowledge of any interest infavor of any Person in the applicable Pledged Securities that is adverse to the interest of Collateral Agent therein and (iv) waives anyright or requirement at any time hereafter to receive a copy of the Security Agreement in connection with the registration of anyPledged Securities thereunder in the name of Collateral Agent or its nominee or the exercise of voting rights by Collateral Agent or itsnominee.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 49 [__________________]By: Name: Title:Exhibit 1LA\3881692.2EXHIBIT 2 SECURITY AGREEMENT PLEDGE AMENDMENTThis Security Agreement Pledge Amendment, dated as of __________, 20_, is delivered pursuant to Section 5.1 of theSecurity Agreement, dated as of November 20, 2014 (as amended, amended and restated, supplemented or otherwise modified fromtime to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned tosuch terms in the Security Agreement), made by WYNN AMERICA, LLC, a Nevada limited liability company, the undersigned, and theGUARANTORS from time to time party thereto in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in suchcapacity and together with any successors in such capacity, the “Collateral Agent”). The undersigned hereby agrees that this SecurityAgreement Pledge Amendment may be attached to the Security Agreement and that the Pledged Securities and/or Intercompany Noteslisted on this Security Agreement Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shallsecure all Secured Obligations, except to (i) the extent constituting Excluded Property or (ii) to the extent not permitted under anyapplicable Gaming Laws.PLEDGED SECURITIESISSUERCLASS OF STOCK OR INTERESTSPAR VALUECERTIFICATE NO(S). (IF ANY)NUMBER OFSHARES OR INTERESTSPERCENTAGE OF ALL EQUITY INTERESTS OFISSUER INTERCOMPANY NOTESISSUERPRINCIPALAMOUNTDATE OFISSUANCEINTEREST RATEMATURITY DATE [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]Exhibit 2LA\3881692.2 _________________, as PledgorBy: Name: Title:AGREED TO AND ACCEPTED:DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent By: Name: Title:EXHIBIT 3 [FORM OF JOINDER AGREEMENT][Name of New Pledgor] [Address of New Pledgor][_______], 20[__]Deutsche Bank AG New York Branch, as Collateral Agent [__________][__________] Attention: [__________]Ladies and Gentlemen:Reference is made to the Security Agreement, dated as of November 20, 2014 (as amended, amended and restated,supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise definedherein shall have the meanings assigned to such terms in the Security Agreement), made by WYNN AMERICA, LLC, a Nevada limitedliability company (“Borrower”), and each of the GUARANTORS from time to time party thereto in favor of DEUTSCHE BANK AGNEW YORK BRANCH, as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”).This joinder agreement (“Joinder Agreement”) supplements the Security Agreement and is delivered by theundersigned, [______________], a [________] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The NewPledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in theSecurity Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on theexecution date of the Security Agreement and without limiting the generality of the foregoing, hereby grants and pledges to CollateralAgent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, byacceleration or otherwise) of the Secured Obligations, and in favor of the Secured Parties a Lien on and security interest in, all of itsright, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor andPledgor thereunder, except to the extent not permitted pursuant to any applicable Gaming Law. Notwithstanding anything to thecontrary in this Joinder Agreement or any other Credit Document, the security interest created by this Joinder Agreement and theSecurity Agreement shall not attach to, and the term “Pledged Collateral” shall not include, any Excluded Property (other than Proceedsand the right to Proceeds of Excluded Property to the extent such Proceeds or right to Proceeds independently constitutes ExcludedProperty); provided, however, that if any portion of any property ceases to constitute “Excluded Property” then, immediately upon suchcessation, the term “Pledged Collateral” shall also include such portion of property and such security interest and lien in favor ofCollateral Agent created by this Agreement shall attach to such portion of property.The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenantsapplicable to the Pledgors contained in the Security Agreement as of the date hereof.Attached hereto are supplements to each of the applicable schedules to the Perfection Certificate with respect to the NewPledgor. Such supplements shall be deemed to be part of the Security Agreement and the Perfection Certificate.The New Pledgor hereby irrevocably authorizes Collateral Agent at any time and from time to time in accordance withthe Security Agreement to file in any filing office and/or recording or registration office in any relevant jurisdiction any financingstatements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the UniformCommercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the PledgedCollateral, including, without limitation, (i) whether such New Pledgor is an organization, the type of organization and anyorganizational identification number issued to such New Pledgor, (ii) any financing or continuation statements or other documentswithout the signature of such New Pledgor where permitted by law and (iii) in the case of a financing statement filed as a fixture filing asufficient description of the real property to which such Pledged Collateral relates. Such financing statements may describe the PledgedCollateral in the same manner as described in the Security Agreement or may contain an indication or description of collateral thatdescribes such property in any other manner as Collateral Agent may determine is necessary, advisable or prudent to ensure theperfection of the security interest in the Pledged Collateral granted to Collateral Agent herein, including, without limitation, describingsuch property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafteracquired” or words of similar import. The New Pledgor agrees to provide all information described in clauses (i) through (iii) above inthis paragraph to Collateral Agent promptly upon request. Collateral Agent shall provide reasonable notice to Borrower of all suchfinancing statement filings made by Collateral Agent on or about the Closing Date, and, upon Borrower's request, any subsequentfilings or amendments, supplements or terminations of existing filings, made from time to time thereafter.This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any numberof counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemedto be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of an executed counterpart ofa signature page of this Agreement by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart ofthis Agreement.THIS JOINDER AGREEMENT AND ANY CLAIMS, CONTROVERSIES, DISPUTES, OR CAUSES OF ACTION(WHETHER ARISING UNDER CONTRACT LAW, TORT LAW OR OTHERWISE) BASED UPON OR RELATING TO THISJOINDER AGREEMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATEOF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PRINCIPLES THAT WOULD APPLY THE LAWS OFANOTHER JURISDICTION.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and delivered by its dulyauthorized officer as of the date first above written.[__________________]By: Name: Title:AGREED TO AND ACCEPTED:DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent By: Name: Title:[Schedules to be attached]Exhibit 2LA\3881692.2Exhibit 10.1.1.7SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENTThis Seventh Amendment to Employment Agreement (this “Amendment”) is entered into on the 15th day of January, 2015 by and between StephenA. Wynn (“Employee”) and Wynn Resorts, Limited (“Employer”).WHEREAS, Employee and Employer have entered into that certain Employment Agreement dated as of October 4, 2002, as amended (the“Employment Agreement”); andWHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Employment Agreement as more fully set forthherein.NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in thisAmendment and the Employment Agreement, the parties hereto agree as follows:1. Amendments.a. Term. Employer and Employee agree to amend Section 6 of the Employment Agreement in its entirety to the following:“6. TERM. Unless sooner terminated as provided in this Agreement, the term of this Agreement (the “Term”) shall commence on theEffective Date and shall expire on October 24, 2022.”b. Base Salary. The term “Base Salary” shall mean Two Million Five Hundred Thousand Dollars ($2,500,000) per annum.c. Aircraft. Employer and Employee agree to amend Section 8(f) of the Employment Agreement in its entirety to the following:“(f) CORPORATE AIRCRAFT. Employee shall have the right to the personal use of Employer’s aircraft by Employee for Employee,Employee’s family and Employee’s guests. Employer and Employee shall enter into a separate time-sharing agreement for such personal use.”2. Effectiveness. The amendments set forth in Section 1 shall be effective as of January 1, 2015.3. Other Provisions of Agreement. The parties hereto acknowledge that the Employment Agreement is being modified only as stated herein, and agree thatnothing else in the Employment Agreement shall be affected by this Amendment.[Remainder of Page Left Intentionally Blank]IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.WYNN RESORTS, LIMITED /s/ Matt Maddox /s/ Stephen A. WynnMatt Maddox, President Stephen A. WynnExhibit 10.1.6.2Second Amendment toEMPLOYMENT AGREEMENTThis Second Amendment to EMPLOYMENT AGREEMENT (this "Amendment") is entered into as of the 24th day of February, 2015 (the“Effective Date”), by and between Wynn Resorts, Limited (“Employer”) and Stephen Cootey (“Employee”). Capitalized terms that are not definedherein shall have the meanings ascribed to them in the Agreement (as defined below).RECITALSWHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of November 7, 2013 (the"Agreement"), as amended; andWHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Agreement as more fully set forthherein;NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forthin this Amendment, the parties hereto agree as follows:1.Amendments.a.The Employer and Employee hereby agree to amend Section 3(b)c in its entirety to read as follows:“c. Bonus Compensation. Section 7(b) shall be modified to provide as follows: Employee will be eligible to receive a targetannual bonus of 100% of the annual Base Salary received by Employee during the applicable year, all in accordance with theterms and conditions set by Employer subject to the withholdings described in Section 7(h). Employer retains the discretion toadopt or amend any bonus plan at any time prior to a Change of Control.”b. The Employer and Employee hereby agree to amend Section 3(b)d in its entirety to read as follows:“d. Separation Payment. The definition of “Separation Payment” shall be amended to mean the following: a lumpsum equal to (A) Employee’s Base Salary (as defined in Section 7(a) of this Agreement) for the remainder of the Term, but notless than one (1) year of Base Salary, plus (B) the bonus that was paid to Employee under Section 7(b) for the preceding bonusperiod, plus (C) any accrued but unpaid vacation pay, less deductions of all applicable taxes and withholdings.”Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified only as stated herein, and agree thatnothing else in the Agreement shall be affected by this Amendment.IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and effective as of the date first written above.WYNN RESORTS, LIMITED EMPLOYEE /s/ Matt Maddox /s/ Stephen CooteyMatt Maddox, President Stephen CooteyExhibit 10.9.1.3TERMINATION AGREEMENTThis Termination Agreement (this “Termination”) is made and entered into as of the 15th day of January 2015, by andbetween Las Vegas Jet, LLC, a Nevada limited liability company (“Provider”), and Stephen A. Wynn, an individual (“Lessee”).WHEREAS, Provider and Lessee have entered into that certain Aircraft Time Sharing Agreement, dated as of November25, 2002, as amended by that certain Amendment No. 1 to Aircraft Time Sharing Agreement, dated January 1, 2004, and thatcertain Amendment No. 2 to Aircraft Time Sharing Agreement, dated October 31, 2009 (collectively, the “Agreement”); andWHEREAS, Provider and Lessee desire to terminate the Agreement.NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties hereto agree as follows:1.Termination of Agreement. Provider and Lessee agree that the Agreement shall terminate and be of no further force oreffect as of January 1, 2015.2.Counterparts. This Termination may be executed in one or more counterparts, each of which independently shall bedeemed to be an original.[Remainder of Page Intentionally Left Blank]IN WITNESS WHEREOF, the parties hereto have each caused this Termination to be duly executed as of the day and yearfirst written above.LAS VEGAS JET, LLC STEPHEN A. WYNN By: Wynn Resorts, Limited Its: Sole Member By: /s/ Kim Sinatra /s/ Stephen A. WynnName: Kim Sinatra Title: Executive Vice President, General Counsel and Secretary Exhibit 10.9.1.4 AIRCRAFT TIME SHARING AGREEMENTTHIS AIRCRAFT TIME SHARING AGREEMENT (this “Agreement”) is entered into on the 15th day of January, 2015 butretroactively effective as of the 1st day of January, 2015, by and between Wynn Resorts, Limited, a Nevada corporation(“Operator”) and Stephen A. Wynn, an individual (“User”).WITNESSETH, thatWHEREAS, Operator operates the aircraft more particularly described on Exhibit A attached hereto which exhibit may beupdated by Operator from time to time by providing User notice (collectively, the “Aircraft”);WHEREAS, Operator employs a fully qualified flight crew to operate the Aircraft; andWHEREAS, Operator desires to lease the Aircraft with flight crew to User and User desires to lease the Aircraft and flightcrew from Operator on a time sharing basis pursuant to Section 91.501(b)(6) of the Federal Aviation Regulations (the “FARs”).NOW THEREFORE, Operator and User declaring their intention to enter into and be bound by this Agreement, and for thegood and valuable consideration set forth below, hereby covenant and agree as follows:1. Subject to the availability of the Aircraft as determined by Operator, Operator agrees to lease the Aircraft to Userpursuant to the provisions of FARs 91.501(b)(6) and 91.501(c)(1) and to provide a fully qualified flight crew for all operationshereunder on a non-continuous basis commencing on the date hereof and continuing until the earliest of (a) the termination ofUser’s employment with Wynn Resorts, Limited, (b) thirty (30) days written notice of termination to the other party or (iii)termination pursuant to Section 12(c) or 14(a).2. User shall pay Operator for each flight conducted under this Agreement the aggregate incremental cost, not to exceedthe charges authorized by FAR 91.501(d), which are:(a)Fuel, oil, lubricants and other additives.(b)Travel expenses of the crew, including food, lodging, and ground transportation.(c)Hangar and tie-down costs away from the Aircraft’s base of operations.(d)Insurance obtained for the specific flight.(e)Landing fees, airport taxes, and similar assessments.(f)Customs, foreign permit, and similar fees directly related to the flight.(g)In flight food and beverages.(h)Passenger ground transportation.(i)Flight planning and weather contract services.(j)An additional charge equal to 100% of the expenses listed in subparagraph (a) of this paragraph.3. User agrees to pay any federal transportation excise tax (“FET”) due on the fees set forth in Section 2 above. Operatorshall include such amount on each invoice. Operator shall be responsible for collecting, reporting and remitting FET to the U.S.Internal Revenue Service.Except for any taxes on, or measured by, the net income of Operator imposed by the United States government or any state orlocal government or taxing authority in the United States, which shall be the sole responsibility of Operator, User shall pay to andindemnify Operator and its employees and agents (collectively, the “Indemnitees”) for, and hold each Indemnitee harmless fromand against, on an after-tax basis, all other income, personal property, ad valorem, franchise, gross receipts, rental, sales, use,excise, value-added, leasing, leasing use, stamp, landing, airport use, or other taxes, levies, imposts, duties, charges, fees orwithholdings of any nature, together with any penalties, fines, or interest thereon (“Taxes”) arising out of the transactions betweenOperator and User contemplated by this Agreement or User’s use of the Aircraft and imposed against any Indemnitee, User, or theAircraft, or any part thereof, by any federal or foreign government, any state, municipal or local subdivision, any agency orinstrumentality thereof, or other taxing authority upon or with respect to the Aircraft, or any part thereof, or upon the ownership,delivery, leasing, possession, use, operation, return, transfer or release thereof, or upon the rentals, receipts or earnings arisingtherefrom. User shall have the right to contest any Taxes attributable to User; provided that (a) User shall have given to Operatorwritten notice of any such Taxes, which notice shall state that such Taxes are being contested by User in good faith with duediligence and by appropriate proceedings and that User has agreed to indemnify each Indemnitee against any cost, expense,liability or loss (including, without limitation, reasonable attorneys’ fees) arising from or in connection with such contest; (b) inOperator’s sole judgment, Operator has received adequate assurances of payment of such contested Taxes; and (c) counsel forOperator shall have determined that the nonpayment of any such Taxes or the contest of any such payment in such proceedingsdoes not, in the sole opinion of such counsel, adversely affect the title, property or rights of Operator. In case any report or return isrequired to be made with respect to any Taxes attributable to User, User will either (after notice to Operator) make such report orreturn in such manner as will show the ownership of the Aircraft in Operator and send a copy of such report or return to Operator,or will notify Operator of such requirement and make such report or return in such manner as shall be satisfactory to Operator.Operator agrees to cooperate fully with User in the preparation of any such report or return. Notwithstanding anything to thecontrary herein or in this Section 3, in no event will charges under this Agreement exceed those authorized in the FARs, includingFAR 91.501(d).4. Operator will pay all expenses related to the operation of the Aircraft when incurred and shall invoice User. User shallpay Operator for said expenses within thirty (30) days of receipt of an invoice therefore.5. User will provide Operator with requests for flight time and proposed flight schedules as far in advance of any givenflight as possible. Requests for flight time and proposed flight schedules shall be made in compliance with Operator's schedulingprocedures. In addition to proposed schedules and flight times, User shall provide at least the following information for eachproposed flight at some time prior to scheduled departure as required by Operator or Operator's flight crew:(a)Proposed departure point;(b)Destination;(c)Date and time of flight;(d)The number and names of anticipated passengers;2(e)The nature and extent of unusual luggage and/or cargo to be carried;(f)The date and time of a return flight, if any; and(g)Any other information concerning the proposed flight that may be pertinent or required by Operator orOperator’s flight crew.User acknowledges that his discretion in determining the origin and destination of flights under this Agreement shall besubject to the following: (i) such origin and destination, and the routes to reach such origin and destination, are not within or over(A) an area of hostilities, (B) an area excluded from coverage under the insurance policies maintained by Operator with respect tothe Aircraft or (C) a country or jurisdiction for which exports or transactions are subject to specific restrictions under any UnitedStates export or other law or United Nations Security Council Directive, including without limitation, the Trading With the EnemyAct, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. App. Sections 1700 et seq.and the Export Administration Act, 50 U.S.C. App. Sections 2401 et seq.; (ii) the flights proposed by User shall not cause theAircraft or any part thereof (1) to be used predominately outside of the United States within the meaning of the Section 168(g)(1)(A)of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) to fail to be operated to and from the United States withinthe meaning of Section 168(g)(4)(A) of the Code; (iii) the proposed flights do not require the flight crew to exceed any flight or dutytime limitations that Operator imposes upon its flight crews; and (iv) in the judgment of Operator, the safety of flight is notjeopardized.Upon the expiration or termination of this Agreement, unless Operator agrees to the contrary, upon the conclusion of eachflight of the Aircraft by User under this Agreement, the Aircraft shall be returned to McCarran International Airport, Las Vegas,Nevada or such other location as Operator and User may agree.6. Operator shall pay all expenses related to the ownership and operation of the Aircraft and shall employ, pay for andprovide to User a qualified flight crew for each flight made under this Agreement.7. Operator shall be in operational control of the Aircraft at all times during the term of this Agreement. Operator shall besolely responsible for securing maintenance, preventive maintenance and required or otherwise necessary inspections on theAircraft, and shall take such requirements into account in scheduling the Aircraft. No period of maintenance, preventivemaintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance orinspection can be safely conducted at a later time in compliance with all applicable laws and regulations, and within the sounddiscretion of the pilot in command.8. In accordance with applicable FARs, the flight crew will exercise all of its duties and responsibilities in regard to thesafety of each flight conducted hereunder. User specifically agrees that the pilot in command, in his sole discretion, may terminateany flight, refuse to commence any flight, or take other action which in the considered judgment of the pilot in command isnecessitated by considerations of safety without liability for loss, injury or damage occasioned by such termination, refusal oraction. User acknowledges that Operator shall not be liable for any loss, damage, cost or expense arising from any delay,cancellation or failure to furnish any transportation pursuant to this Agreement when caused by government regulation, law orauthority, mechanical difficulty or breakdown, war, civil commotion, strikes or other labor disputes, weather conditions, acts of God,public enemies or any other cause beyond Operator’s control.39. Operator shall maintain in effect at its own expense throughout the term of this Agreement, insurance policiescontaining such provisions and providing such coverages as Operator deems appropriate.10. User represents, warrants and agrees that:(a)He will use the Aircraft for and on account of his own personal business or pleasure only, and will not use theAircraft for the purposes of providing transportation for passengers or cargo in air commerce forcompensation or hire; and(b)During the term of this Agreement, he will (and will cause his employees, agents and guests to) abide by andconform to all such laws, governmental and airport orders, rules and regulations, as shall from time to timebe in effect relating in any way to the operation and use of the Aircraft by User.(c)User shall not make the Aircraft available to a political candidate in connection with a political campaign bysuch candidate.(d)User shall not bring or cause to be brought or carried on board the Aircraft, or permit any employee, agent orguest to bring or cause to be brought or carried on board the Aircraft, any contraband or unlawful articles orsubstances, or anything that is contraband or is an unlawful article of substance in any jurisdiction into orover which the Aircraft is to operate on behalf of User.(e)User shall, and shall cause his employees, agents and guests to, comply with all lawful instructions andprocedures of Operator and its agents and employees regarding the Aircraft, its operation or flight safety.(f)User shall not directly or indirectly create or incur any liens on or with respect to (i) the Aircraft or any partthereof, (ii) owner’s title thereto, (iii) any interest of Operator therein, (and User will promptly, at his ownexpense, take such action as may be necessary to discharge any such lien), except (a) the respective rightsof Operator and User as herein provided and (b) liens created by or caused to be created by Aircraft owneror Operator.(g)User has all necessary powers to enter into the transactions contemplated in this Agreement and has takenall actions required to authorize and approve this Agreement.(h)User shall keep a legible copy of this Agreement in the Aircraft at all times when User is using the Aircraft.(i)User acknowledges that (i) the Aircraft is owned by Wells Fargo Bank Northwest, National Association, asOwner Trustee (“Owner Trustee”), under those certain trust agreements between the Owner Trustee andeach applicable beneficial owner (each, a “Beneficial Owner”), is leased pursuant to those certain leaseagreements between Owner Trustee and each applicable Beneficial Owner (collectively, the “Head Leases),and is4subleased to Operator pursuant to those certain sublease agreements between Operator and eachapplicable Beneficial Owner (collectively, the “Subleases”), (ii) Operator or its affiliates currently have or mayin the future enter into financing arrangements and/or agreements that encumber or otherwise affect theAircraft (collectively, “Financing Arrangements” and third parties to such Financing Arrangements,“Lenders”), and (iii) User’s rights in and to the Aircraft are subject and subordinate to all terms of the HeadLeases, the Subleases, Financing Arrangements, and all rights of Owner Trustee, Beneficial Owners andLenders in and to the Aircraft and under the Head Leases, the Subleases, and Financing Arrangements,including, without limitation, the right of Owner Trustee, Beneficial Owners or Lenders to inspect and takepossession of the Aircraft from time to time in accordance with the Head Leases, the Subleases, FinancingArrangements and applicable law.(j)Accordingly, User (i) waives any right that it might have to any notice of Owner Trustee’s, Beneficial Owners’or Lenders’ intention to inspect, take possession of, or exercise any other right or remedy in respect of theAircraft or under the Head Leases, the Subleases or Financing Arrangements, (ii) waives, as against theOwner Trustee, Beneficial Owners and Lenders, all rights to any set-off, defense, counterclaim, or cross-claim that it may hold against Owner Trustee, Beneficial Owners or Lenders, and (iii) acknowledges that,upon a default of Beneficial Owners under the Head Leases, the Operator under the Subleases, or Operatoror its affiliates, as applicable, under the Financial Arrangements, User shall have no further rights in and tothe applicable Aircraft.(k)User acknowledges that none of Owner Trustee, Beneficial Owners, Lenders, Operator or any of itsor their affiliates has made any warranty or representation, either express or implied, as to thedesign, compliance with specifications, operation, or condition of, or as to the quality of the material,aircraft, or workmanship in, the Aircraft or any component thereof, AND OPERATOR MAKES NOWARRANTY OF MERCHANTABILITY OR FITNESS OF THE AIRCRAFT OR ANY COMPONENTTHEREOF FOR ANY PARTICULAR PURPOSE OR AS TO TITLE TO THE AIRCRAFT ORCOMPONENT THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS ORIMPLIED, WITH RESPECT TO THE AIRCRAFT OR COMPONENT THEREOF.11. Operator represents, warrants and agrees as follows:(a)Operator has all necessary powers to enter into the transaction contemplated in this Agreement and hastaken all action necessary to authorize and approve this Agreement.(b)The Aircraft’s registration with the FAA names the applicable owner as the owner of the Aircraft.12. Loss or Damage. 5(a)User shall indemnify, defend and hold harmless Operator and its officers, directors, agents and employeesfrom and against any and all liabilities, claims (including, without limitation, claims involving or allegingOperator’s negligence and claims involving strict or absolute liability in tort), demands, suits, causes ofaction, losses, penalties, fines, expenses (including, without limitation, attorneys’ fees) or damages(collectively, “Claims”), whether or not Operator may also be indemnified as to any such Claim by any otherperson, to the extent relating to or arising out of such User’s breach of this Agreement or any damage (otherthan ordinary wear and tear) to the Aircraft caused by User, its employees or guests.(b)In the event of loss, theft, confiscation, damage to or destruction of the Aircraft, or any engine or part thereof,from any cause whatsoever (a “Casualty Occurrence”) occurring at any time when User is using the Aircraftunder this Agreement, User shall furnish such information and execute such documents as may benecessary or required by Operator or applicable law. User shall cooperate fully in any investigation of anyclaim or loss processed by Operator under the Aircraft insurance policy/policies and in seeking to compelthe relevant insurance company or companies to pay any such claims.(c)In the event of total loss or destruction of all or substantially all of the Aircraft, or damage to the Aircraft thatcauses it to be irreparable in the opinion of Operator or any insurance carrier providing hull coverage withrespect to the Aircraft, or in the event of confiscation or seizure of the Aircraft, this Agreement shallautomatically terminate; provided, however, that such termination of this Agreement shall not terminate theobligation of User to cooperate with Operator in seeking to compel the relevant insurance company orcompanies to pay claims arising from such loss, destruction, damage, confiscation or seizure; provided,further, that the termination of this Agreement shall not affect the obligation of User to pay Operator allaccrued and unpaid amounts due hereunder.(d)For the sake of clarification, the Aircraft shall be deemed not available to User after any CasualtyOccurrence until such time thereafter as Operator has returned the Aircraft to service. Operator shall haveno obligation to return the Aircraft to service after any Casualty Occurrence.13. The following shall constitute an “Event of Default”:(a)User shall not have made payment of any amount due under this Agreement within ten (10) days after thesame shall become due; or(b)User shall have failed to perform or observe (or cause to be performed or observed) any other covenant oragreement required to be performed under this Agreement, and such failure shall continue for twenty(20) days after written notice thereof from Operator to User; or(c)User (i) becomes insolvent, (ii) fails to pay its debts when due, (iii) makes any assignment for the benefit ofcreditors, (iv) seeks relief under any6bankruptcy law or similar law for the protection of debtors, (v) suffers a petition of bankruptcy filed against itthat is not dismissed within thirty (30) days, or (vi) suffers a receiver or trustee to be appointed for itself orany of its assets, and such is not removed within thirty (30) days.14. Operator’s Remedies.(a)Upon the occurrence of any Event of Default, Operator may, at its option, exercise any or all remediesavailable at law or in equity, including, without limitation, any or all of the following remedies, as Operator in itssole discretion shall elect by notice in writing, terminate this Agreement, whereupon all rights of User to theuse of the Aircraft or any part thereof shall absolutely cease and terminate, but User shall remain liable asprovided in this Agreement and Operator. User shall forthwith pay to Operator an amount equal to the totalaccrued and unpaid amounts due hereunder, plus any and all losses and damages incurred or sustained byOperator by reason of any default by User under this Agreement.(b)User shall be liable for all costs, charges and expenses, including reasonable attorneys’ fees anddisbursements, incurred by Operator by reason of the occurrence of any Event of Default or the exercise ofOperator’s remedies with respect thereto.15. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their heirs, representatives andsuccessors. User may not assign any of its rights under this Agreement, and any such purported assignment shall be null, voidand of no effect.16. Except with respect to Exhibit A which may be updated by Operator from time to time by providing User notice, noprovision of this Agreement may be amended unless such amendment is agreed to in writing and signed by the parties.17. Nothing herein shall be construed to create a partnership, joint venture, franchise, employer-employee relationship orto create any relationship of principal and agent.18. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, withoutregard to its choice of law provisions.19. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by acourt of competent jurisdiction to be illegal, invalid, unenforceable or void, then such provision shall be enforced to the extent that itis not illegal, invalid, unenforceable or void, and the remainder of this Agreement, as well as such provision as applied to otherpersons, shall remain in full force and effect.20. With regard to any power, remedy or right provided in this Agreement or otherwise available to any party, (a) nowaiver or extension of time shall be effective unless expressly contained in a writing signed by the waiving party, (b) no alteration,modification or impairment shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise orother indulgence, and (c) waiver by any party of the time for performance of any act or condition hereunder does not constitutewaiver of the act or condition itself.721. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemedduly given upon actual receipt, if delivered personally or by telecopy; or three (3) days following deposit in the United States mail, ifdeposited with postage pre-paid, return receipt requested, and addressed to such address as may be specified in writing by therelevant party from time to time, and which shall initially be as follows:To User at:Mr. Stephen A. Wynnc/o Wynn Resorts, Limited3131 Las Vegas Boulevard SouthLas Vegas, Nevada 89109To Operator at:Wynn Resorts, LimitedAttention: Legal Department3131 Las Vegas Boulevard SouthLas Vegas, Nevada 89109 No objection may be made to the manner of delivery of any notice or other communication in writing actually received by aparty.22. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in thisAgreement and supersedes any prior or contemporaneous agreements, representations and understandings, whether written ororal, of or between the parties with respect to the subject matter of this Agreement. There are no representations, warranties,covenants, promises or undertakings, other than those expressly set forth or referred to herein.23. Should any action (including any proceedings in a bankruptcy court) be commenced between any of the parties to thisAgreement or their representatives concerning any provision of this Agreement or the rights of any person or entity thereunder,solely as between the parties or their successors, the party or parties prevailing in such action as determined by the court shall beentitled to recover from the other party all of its costs and expenses incurred in connection with such action (including, withoutlimitation, fees, disbursements and expenses of attorneys and costs of investigation).24. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any otherremedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now orhereafter existing at law or in equity by statute or otherwise. The election of any one or more remedies shall not constitute a waiverof the right to pursue other remedies.25. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or byreason of this Agreement on any person other than the parties to this Agreement and their respective successors and permittedassigns.26. Except as otherwise provided herein, each party shall bear all of its own expenses in connection with the negotiation,execution and delivery of this Agreement.27. Each party represents that it has dealt with no broker or finder in connection with the transaction contemplated by thisAgreement and that no broker or other person is entitled to8any commission or finder’s fee in connection therewith. Operator and User each agree to indemnify and hold harmless one anotheragainst any loss, liability, damage, cost, claim or expense incurred by reason of any brokerage commission or finder’s fee allegedto be payable because of any act, omission or statement of the indemnifying party.28. User waives any and all claims, rights and remedies against Operator, whether express or implied, or arising byoperation of law or in equity, for any punitive, exemplary, indirect, incidental or consequential damages whatsoever.29. TRUTH IN LEASING STATEMENT UNDER SECTION 91.23 OF THE FEDERAL AVIATION REGULATIONS.(A) OPERATOR HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINEDWITHIN THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT IN ACCORDANCE WITHTHE PROVISIONS OF FAR PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCEAND INSPECTION THEREUNDER HAVE BEEN MET.(B) OPERATOR AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE AIRCRAFTIS OPERATED UNDER THIS AGREEMENT, IT SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACTBE THE OPERATOR OF THE AIRCRAFT. OPERATOR CERTIFIES THAT IT UNDERSTANDS ITSRESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.(C) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERALAVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE LOCALFLIGHT STANDARDS DISTRICT OFFICE.(D) OPERATOR CERTIFIES THAT IT SHALL COMPLY WITH THE TRUTH-IN-LEASING REQUIREMENTSDEFINED IN EXHIBIT B ATTACHED HERETO.30. The headings contained in this Agreement are for reference purposes only and shall not affect in any way theconstruction or interpretation of this Agreement.31. This Agreement may be executed in one or more counterparts, each of which independently shall be deemed to be anoriginal, and all of which together shall constitute one instrument.IN WITNESS WHEREOF, the parties hereto have caused the signatures of their authorized representatives to be affixedbelow on the day and year first above written. The persons signing below warrant their authority to sign.9 Operator: User: Wynn Resorts, Limited STEPHEN A. WYNN By: /s/ Kim Sinatra /s/ Stephen A. WynnName: Kim Sinatra Title: Executive Vice President, General Counsel and Secretary 10Exhibit 21.1SUBSIDIARIES OF WYNN RESORTS, LIMITEDRambas Marketing Co., LLCWynn International Marketing, Ltd (an Isle of Man limited liability company)Toasty, LLC (a Delaware limited liability company)B/W Clothiers, LLC (a 50% owned joint venture)Valvino Lamore, LLCWynn Gallery, LLCWorld Travel G-IV, LLCChamber Associates, LLCWynn Vacations, LLCWynn Aircraft, LLCWynn Aircraft II, LLCWynn Aircraft III, LLCWynn Aircraft IV, LLCAsia Development, LLCDevelopment Associates, LLCWorldwide Wynn, LLCNevada Realty Associates, LLCWynn Design & Development, LLCWynn Golf, LLCWynn Resorts Development, LLCWynn Resorts Hotel Marketing & Sales (Asia), LLCLas Vegas Jet, LLCWynn Group Asia, Inc.WM Cayman Holdings Limited I (a Cayman Islands company)Wynn Macau, Limited (a Cayman Islands company and a 72% owned company)WML Finance I Limited (a Cayman Islands company)WM Cayman Holdings Limited II (a Cayman Islands company)Wynn Resorts, International, Ltd. (an Isle of Man company)Wynn Resorts (Macau) Holdings, Ltd. (an Isle of Man company)Wynn Resorts (Macau), Ltd. (a Hong Kong Limited company)Wynn Resorts (Macau), S.A. (a Macau SA company)Palo Real Estate Company Ltd. (a Macau SA company)Wynn Macau Development Company, LLCWynn IOM Holdco I, Ltd. (an Isle of Man company)Wynn IOM Holdco II, Ltd. (an Isle of Man company)Wynn Manpower, Limited (a Macau limited company)SH Hoteleria Limitada (a Macau limited company)Wynn Resorts Holdings, LLCWynn Las Vegas, LLCWorld Travel, LLCWynn Las Vegas Capital Corp.Wynn Show Performers, LLCWynn Sunrise, LLCWLV Events, LLCKevyn, LLCPW Automotive, LLC (a Delaware Limited Liability Company and 50% owned joint venture)Wynn America, LLCWynn Las Vegas Holdings, LLCWynn MA, LLC Everett Property, LLCWynn Interactive, LLCWynn North Asia, LLCAll subsidiaries are formed in the State of Nevada and wholly owned unless otherwise specifically identified.Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statements No. 333-196113, No. 333-168323 and No. 333-100891 onForm S-8 and Registration Statement No. 333-192483 on Form S-3 of our reports dated February 27, 2015 with respect to theconsolidated financial statements and schedules of Wynn Resorts, Limited and the effectiveness of internal control over financialreporting of Wynn Resorts, Limited, included in this Annual Report on Form 10-K for the year ended December 31, 2014./s/ Ernst & Young LLPLas Vegas, NevadaFebruary 27, 2015Exhibit 31.1Certification of the Chief Executive OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Stephen A. Wynn, certify that:1.I have reviewed this Annual Report on Form 10-K of Wynn Resorts, Limited;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period in which this report is being prepared;b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external reporting purposes in accordance with generally accepted accounting principles;c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; andd)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.Date: February 27, 2015 /s/ Stephen A. Wynn Stephen A. WynnChairman of the Board andChief Executive Officer(Principal Executive Officer)Exhibit 31.2Certification of the Chief Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Stephen Cootey, certify that:1.I have reviewed this Annual Report on Form 10-K of Wynn Resorts, Limited;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period in which this report is being prepared;b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external reporting purposes in accordance with generally accepted accounting principles;c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; andd)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.Date: February 27, 2015 /s/ Stephen Cootey Stephen Cootey Chief Financial Officer and Treasurer(Principal Financial and Accounting Officer)Exhibit 32.1Certification of CEO and CFO Pursuant to18 U.S.C. Section 1350, as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002In connection with the Annual Report on Form 10-K of Wynn Resorts, Limited (the “Company”) for the year ended December 31, 2014 as filedwith the Securities and Exchange Commission on the date hereof (the “Report”), Stephen A. Wynn, as Chief Executive Officer of the Company, and StephenCootey, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, that, to the best of his knowledge:1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany. /s/ Stephen A. WynnName:Stephen A. WynnTitle:Chairman and Chief Executive Officer (Principal Executive Officer)Date:February 27, 2015 /s/ Stephen CooteyName:Stephen CooteyTitle:Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)Date:February 27, 2015A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signaturethat appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Wynn Resorts, Limited andwill be retained by Wynn Resorts, Limited and furnished to the Securities and Exchange Commission or its staff upon request.

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