Exhibit 10.106
IRREVOCABLE TRUST
AGREEMENT
IRREVOCABLE TRUST AGREEMENT, dated
as of December 14, 2004 (this “ Trust Agreement
”), by and among Wynn Las Vegas, LLC, a Nevada limited
liability company, Wynn Las Vegas Capital Corp., a Nevada
corporation (together, the “ Issuers ”), and
Wells Fargo Bank, National Association, in its capacity as Trustee
(the “ Trustee ”) under the Indenture, dated as
of October 30, 2002, between the Issuers, the guarantors named
therein and the Trustee (as supplemented to date, the “
Indenture ”). Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed thereto
in the Indenture.
W I T N E S S E T H :
WHEREAS, the Issuers have issued
$370,000,000 aggregate principal amount of 12.0% Second Mortgage
Notes due 2010 (the “ Notes ”) pursuant to the
Indenture;
WHEREAS, a notice of redemption of
the Notes has been mailed which specifies a redemption date of
November 1, 2006 (the “ Redemption Date
”);
WHEREAS, the Issuers intend to
effect a satisfaction and discharge of the Indenture and the
Collateral Documents pursuant to Section 12.01 of the
Indenture;
WHEREAS, Section 12.01 of the
Indenture requires, as a condition precedent to the satisfaction
and discharge, that the Issuers deposit with the Trustee as trust
funds in trust solely for the benefit of the Holders, cash in U.S.
dollars, Government Securities, or a combination thereof, in such
amounts as shall be sufficient without any consideration of any
reinvestment of interest, to pay and discharge the entire
indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium and accrued interest to the
date of redemption; and
WHEREAS, $237,438,000.00 aggregate
principal amount of the Notes have heretofore been delivered to the
Trustee for cancellation and $10,142,000.00 aggregate principal
amount remain outstanding.
NOW, THEREFORE, in consideration of
the premises and the mutual covenants contained herein, the parties
hereto, intending to be legally bound, agree as follows:
Section 1. Certain
Definitions . For purposes of this Trust Agreement, unless the
context otherwise requires, the following terms have the following
meanings:
(a) “ Redemption Price
” has the meaning set forth in Section 2(b)
hereof.
(b) “ Trust Assets
” means the amount delivered to the Trustee by or on behalf
of the Issuers pursuant to Section 2 hereof.
Capitalized terms used but not
otherwise defined herein have the meanings ascribed to such terms
in the Indenture.
Section 2. Creation and Funding
of Trust .
(a) There is hereby created and
established with the Trustee, a special and irrevocable trust
designated as the “Wynn Las Vegas Security Trust” to be
held, administered and maintained by the Trustee separate and apart
from all other assets and properties of the Issuers or the Trustee.
The Wynn Las Vegas Security Trust is established for the purpose of
satisfying the obligations of the Issuers in respect of the
Notes.
(b) The Issuers have (or have caused
to be) delivered to the Trustee (or simultaneously with the
execution hereof will deliver (or will cause to be delivered) to
the Trustee) the cash and Government Securities listed on Schedule
I hereto. The Issuers hereby transfer and assign to the Trustee and
its successors, in trust, for the purposes herein specified, all
right, title and interest to such cash and Government Securities.
The Trustee acknowledges receipt of the cash and Government
Securities listed on Schedule I hereto. The Issuers represent and
warrant that the cash and Government Securities listed on Schedule
I hereto are sufficient, without consideration of any reinvestment
of interest, to pay and discharge the entire indebtedness on all
outstanding Notes for principal, premium, if any, and interest
accrued to the Redemption Date.
Section 3. Trust Assets Held in
Trust: Power of Trustee to Dispose of Trust Assets . The Trust
Assets shall be held by the Trustee in trust solely for the benefit
of the Holders, subject to the terms of this Trust Agreement. The
trust created by this Trust Agreement shall be irrevocable and the
Issuers shall not have the right to terminate its existence. The
Trustee shall not have the right to dispose of the Trust Assets
except in accordance with Section 4 or Section 8 hereof.
Section 4. Application of
Moneys . The Trustee shall apply, and the Trustee is hereby
irrevocably instructed to apply, as paying agent, on behalf of the
Issuers, the Trust Assets to the payment of principal, premium and
accrued interest on the Notes to the Redemption Date, in accordance
with the provisions of the Indenture and the Notes.
Section 5. No Liens, etc .
The Issuers represent and warrant to the Trustee that all cash and
Government Securities delivered by the Issuers or their appointee
to the Trustee under the provisions of this Trust Agreement will,
at the time of delivery, be free and clear of any a
