FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Fifth Amendment ”), dated as of September 10, 2009, is made and entered into by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company (the “ Borrower ”), the WYNN AMENDMENT PARTIES (as hereinafter defined) and EACH OF THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF (the “ Consenting Lenders ”).

A.           The Borrower and the Consenting Lenders are parties to that certain Amended and Restated Credit Agreement, dated as of August 15, 2006, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of April 9, 2007, that certain Second Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2007, that certain Third Amendment to Amended and Restated Credit Agreement, dated as of September 17, 2008, and that certain Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 17, 2009 (the “ Credit Agreement ”), among the Borrower, Deutsche Bank Trust Company Americas, as administrative agent (in such capacity, the “ Administrative Agent ”), issuing lender and swing line lender, Deutsche Bank Securities Inc., as lead arranger and joint book running manager, Banc of America Securities LLC, as lead arranger and joint book running manager, Bank of America, N.A., as syndication agent, J.P. Morgan Securities Inc., as arranger and joint book running manager, JPMorgan Chase Bank, N.A., as joint documentation agent, SG Americas Securities, LLC, as arranger and joint book running manager, Societe Generale, as joint documentation agent, Bank of Scotland, as managing agent, HSH Nordbank AG, as managing agent, The Royal Bank of Scotland plc, as managing agent, Wachovia Bank, as managing agent, and the several banks and other financial institutions or entities from time to time parties thereto as lenders (the “ Lenders ”).

B.           In connection with the Credit Agreement, each of Wynn Las Vegas Capital Corp., a Nevada corporation (“ Capital Corp. ”), Wynn Show Performers, LLC, a Nevada limited liability company (“ Show Performers ”), Wynn Golf, LLC, a Nevada limited liability company (“ Wynn Golf ”), Wynn Sunrise, LLC, a Nevada limited liability company (“ Wynn Sunrise ”), World Travel, LLC, a Nevada limited liability company (“ World Travel ”), Kevyn, LLC, a Nevada limited liability company (“ Kevyn ”), Las Vegas Jet, LLC, a Nevada limited liability company (“ Las Vegas Jet ”), Wynn Resorts Holdings, LLC, a Nevada limited liability company (“ Wynn Resorts Holdings ”), and Wynn Completion Guarantor, LLC, a Nevada limited liability company (“ Completion Guarantor ” and together with Capital Corp., Show Performers, Wynn Golf, Wynn Sunrise, World Travel, Kevyn, Las Vegas Jet and Wynn Resorts Holdings, the “ Wynn Amendment Parties ”), have executed certain Loan Documents (as defined in the Credit Agreement).

C.           The Borrower has requested that the Lenders agree, subject to the conditions and on the terms set forth in this Fifth Amendment, to amend certain provisions of the Credit

Agreement and certain other Loan Documents in order to, among other things, permit the Borrower and Capital Corp. to issue a new tranche of senior secured first mortgage notes, to be secured on a pari passu basis with the Obligations under the Loan Documents, in a principal amount up to $500,000,000.

D.           The Consenting Lenders are willing to agree to such amendments, subject to the conditions and on the terms set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Consenting Lenders and the Wynn Amendment Parties agree as follows:

1.            Definitions .  Except as otherwise expressly provided herein, capitalized terms used in this Fifth Amendment shall have the meanings given in the Credit Agreement and the rules of interpretation set forth in the Credit Agreement shall apply to this Fifth Amendment.

2.            Amendments .

(a)         The Borrower and Capital Corp. shall be entitled, subject to the conditions set forth in Section 2(b) below, to issue, on one or more occasions on or prior to March 31, 2010, up to an aggregate principal amount of $500,000,000 in senior secured notes (the “ Senior Secured Notes ”) secured by the Collateral (other than the Bank Separate Collateral (as defined in the Intercreditor Agreement)) and, in furtherance of the foregoing, Section 7.2(f) of the Credit Agreement is hereby amended by deleting the word “and” where it appears at the end of clause (i) thereof and adding the following immediately prior to the semi-colon at the end of clause (ii) thereof:

“; and (iii) Indebtedness of the Borrower and Capital Corp. in the form of senior secured notes constituting First Lien Secured Obligations (the “ Senior Secured Notes ”) in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this subclause (iii), not to exceed the lesser of (A) $500,000,000 and (B) the amount of such Senior Secured Notes permitted to be incurred under the 2014 Notes Indenture by the Loan Parties on the date that such Indebtedness is issued or obtained in reliance on this subclause (iii), and Guarantee Obligations of any Loan Party with respect thereto; provided that (I) the Senior Secured Notes shall be issued by the Borrower and/or Capital Corp. on or prior to March 31, 2010 (it being understood that any Permitted Refinancing Indebtedness in respect thereof may be issued at any time subsequent to the issuance of the Senior Secured Notes), (II) the Senior Secured Notes shall have a final maturity date not earlier than the final maturity date of, and have a Weighted Average Life to Maturity equal to or greater than the Weighted

Average Life to Maturity of, the 2014 Notes, (III) subject to clause (II) above, the terms and conditions of the Senior Secured Notes (including the pricing, covenants and restrictions contained in the agreements governing the Senior Secured Notes) shall be in form and substance satisfactory to the Majority of the Arrangers and (IV) upon each issuance of Senior Secured Notes, the Borrower shall prepay Term B Loans, reduce Revolving Credit Commitments and/or prepay Revolving Credit Loans as provided in Section 2.12(e);”.

(b)        The Senior Secured Notes may not be issued unless, with respect to each issuance,  each of the following conditions shall have been satisfied (or waived):

(i)           no Event of Default shall have occurred and be continuing immediately prior to the issuance of the Senior Secured Notes or could reasonably be expected to result therefrom;

(ii)           each of the Loan Documents shall be amended or reaffirmed (any such amendments or reaffirmations, a “ Loan Document Amendment ”) if and as the Administrative Agent reasonably determines such amendment or reaffirmation is necessary or appropriate in order to (A) maintain or reaffirm the security interest of the Collateral Agent and the other Secured Parties in the Collateral, (B) cause or ensure that the obligations of the Borrower and the Wynn Amendment Parties with respect to the Senior Secured Notes are secured by the Collateral (other than the Bank Separate Collateral (as defined in the Intercreditor Agreement)) and (C) otherwise effectuate the transactions or other amendments contemplated hereby, including without limitation, providing for the pari passu treatment of the obligations under the Loan Documents, the 2014 Notes Indenture and the Senior Secured Notes Indenture.  Each Loan Document Amendment shall have been executed by all the parties thereto and shall be in full force and effect and, in the case of any amendments to the Mortgages, shall have been recorded in the appropriate real property records of the State of Nevada;

(iii)           the Borrower and the applicable Wynn Amendment Parties shall have obtained and delivered to the Administrative Agent appropriate endorsements or supplements to the Title Policy with respect to the Mortgages (the “ Existing Title Policy ”), or a commitment to issue such endorsements or supplements, in each case in form and substance reasonably satisfactory to the Administrative Agent (i) ensuring the Lenders that the amendments to the Mortgages made pursuant to Section 2(b)(ii) do not adversely affect the Lenders’ title and extended coverage insurance contained in the Existing Title Policy and (ii) providing that  the insured amount of the Existing Title Policy after giving effect to such issuance and any corresponding prepayment of Loans and commitment reductions is not less than the aggregate amount of Term Loans outstanding under the Credit Agreement, Revolving Commitments outstanding under the Credit Agreement, the aggregate principal amount of the 2014 Notes and the aggregate principal amount of the Senior Secured Notes;

(iv)           the Borrower shall have delivered to the Administrative Agent an executed copy of a Senior Secured Notes Issuance Certificate in the form attached hereto as Exhibit A

(with such amendments or changes as may be reasonably requested by the Administrative Agent);

(v)           on or prior to the issuance of the Senior Secured Notes, the Borrower shall have delivered to the Administrative Agent one or more legal opinions of counsel to the Borrower and each of the Wynn Amendment Parties, in each case with respect to such matters as the Administrative Agent may reasonably request and in form and substance reasonably satisfactory to the Administrative Agent; and

(vi)           the Senior Secured Notes Trustee shall have executed a joinder to the Intercreditor Agreement as contemplated by Section 10.15 thereof and otherwise in form and substance satisfactory to the Administrative Agent.

(c)        Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in appropriate alphabetical order:

(i)           ““ Senior Secured Notes ”: as defined in Section 7.2(f)(iii)”;

(ii)           ““ Senior Secured Notes Indenture ”:  the indenture entered into, or to be entered into, by the Borrower and Capital Corp., as issuers, certain guarantors named therein and the Senior Secured Notes Trustee”; and

(iii)           ““ Senior Secured Notes Trustee ”: the indenture trustee acting on behalf of the holders of the Senior Secured Notes”.

(d)        Section 1.1 of the Credit Agreement is hereby further amended by:

(i)           replacing the definition of “Intercreditor Agreement” where it appears therein with the following:

““ Intercreditor Agreement ”:  the Intercreditor Agreement dated as of the Closing Date, among the Collateral Agent and the Administrative Agent, the 2014 Notes Indenture Trustee and the other Project Credit Parties (as defined therein) from time to time party thereto, including, in the event the Senior Secured Notes are issued, the Senior Secured Notes Trustee.”;

(ii)           replacing the definition of “Management Fee Subordination Agreement” where it appears therein with the following:

““ Management Fee Subordination Agreement ”: collectively, (i) the Management Fee Subordination Agreement, dated as of the Closing Date, among the Loan Parties, Wynn Resorts, the 2014 Notes Indenture Trustee and the Administrative Agent and (ii) from and after the execution thereof, the Management Fee Subordination Agreement, dated as of the date of the

issuance of Senior Secured Notes, among the Loan Parties, Wynn Resorts and the Senior Secured Notes Trustee.”;

(iii)           adding the words “or Senior Secured Notes” immediately after the words “2014 Notes” where such words appear in the definition of “Permitted Notes Repurchase” and “Permitted Refinancing Indebtedness”.

(e)        Section 1.3(a) of the Credit Agreement is hereby amended by replacing the words “and the Additional 2014 Notes”, where such words appear therein, with the words “, the Additional 2014 Notes and the Senior Secured Notes”.

(f)         Section 2.12(e) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following:

“(e)(i)                      In the case of each issuance of Senior Secured Notes, on a date to be determined by the Borrower pursuant to written notice to the Administrative Agent delivered on or prior to such issuance (such date to be no later than the third Business Day after such issuance), the Revolving Credit Commitments shall be reduced and the Term B Loans shall be prepaid in an amount equal to 75% of the Net Cash Proceeds from such issuance in the following order of priority until such amount has been fully applied:

(A) first, the Revolving Credit 1 Commitments shall automatically, without further action by the Borrower, the Administrative Agent or the Lenders, be permanently reduced until reduced to zero dollars ($0.00);

(B) second, the Revolving Credit 2 Commitments shall automatically, without further action by the Borrower, the Administrative Agent or the Lenders, be permanently reduced in an aggregate amount, for all issuances of Senior Secured Notes, equal to $60,975,000 plus 10% of the amount of New Revolving Credit Commitments established after August 13, 2009 and prior to such issuance;

(C) third, the Revolving Credit 2 Commitments shall automatically, without further action by the Borrower, the Administrative Agent or the Lenders, be permanently further reduced in an aggregate amount, for all issuances of Senior Secured Notes, equal to $54,877,500 plus 9% of the amount of New Revolving Credit Commitments established after August 13, 2009 and prior to such issuance;

(D) fourth, the Borrower shall prepay the Term B Loans in such amounts so that no installment will be due on the Term B Loans on September 30, 2012;

(E) fifth, the Term B Loans shall be prepaid and Revolving Credit 2 Commitments shall be permanently reduced on a pro rata basis in accordance with the then outstanding amounts of the Term B Loans and Revolving Credit 2 Commitments.  The reduction of the Revolving Credit 2 Commitments pursuant to this clause (E) shall be automatic and without any further action by the Borrower, the Administrative Agent or the Lenders.

If, at the time of any such reduction in Revolving Credit Commitments,  the Total Revolving 1 Extensions of Credit would exceed the Total Revolving Credit 1 Commitments, as so reduced, or the Total Revolving 2 Extensions of Credit would exceed the Total Revolving Credit 2 Commitments as so reduced, the Borrower shall make a prepayment of Revolving Credit 1 Loans or Revolving Credit 2 Loans and/or Swing Line Loans, as applicable, in an amount such that the Total Revolving 1 Extensions of Credit shall not exceed the Total Revolving Credit 1 Commitments as so reduced, and the Total Revolving 2 Extensions of Credit shall not exceed the Total Revolving Credit 2 Commitments as so reduced.  All reductions in Revolving Credit Commitments pursuant to this Section 2.12(e)(i) shall be made pro rata among the Revolving Credit 1 Lenders or the Revolving Credit 2 Lenders, as applicable, according to their respective Revolving Credit 1 Percentages or Revolving Credit 2 Percentages, as the case may be.

(ii)            Within three Business Days after each issuance of Senior Secured Notes, the Borrower shall use all Net Cash Proceeds from such issuance remaining after the application thereof in accordance with Section 2.12(e)(i) above to prepay Revolving Credit 2 Loans without any reduction in Revolving Credit 2 Commitments.  Any such prepayment shall be made pro rata among the Revolving Credit 2 Lenders according to their respective Revolving Credit 2 Percentages.

(iii)           On August 31, 2011, the Revolving Credit 2 Commitment of each Revolving Credit 2 Lender shall automatically, without furt