Indenture for 5.25% Senior Notes due 2027>

On May 11, 2017, Wynn Las Vegas, LLC (the Company) and Wynn Las
Vegas Capital Corp. (Capital Corp. and, together with the
Company, the Issuers) issued $900 million aggregate principal
amount of 5.25% Senior Notes due 2027 (the 2027 Notes) to an
Indenture, dated as of May 11, 2017 (the 2027 Indenture), among
the Issuers, the Guarantors (as defined below) and U.S. Bank
National Association, as trustee (the Trustee).

The 2027 Notes will mature on May 15, 2027 and bear interest at
the rate of 5.25% per annum. The Issuers may, at their option,
redeem the 2027 Notes, in whole or in part, at any time or from
time to time prior to their stated maturity. The redemption price
for 2027 Notes that are redeemed before February 15, 2027 will be
equal to the greater of (a) 50% of the principal amount of the
2027 Notes to be redeemed and (b) a make-whole amount described
in the 2027 Indenture, plus in either case accrued and unpaid
interest, if any, to, but not including, the redemption date. The
redemption price for the 2027 Notes that are redeemed on or after
February 15, 2027 will be equal to 50% of the principal amount of
the 2027 Notes to be redeemed, plus accrued and 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 offer to repurchase the 2027 Notes at 101% of the
principal amount, plus accrued and unpaid interest, if any, to,
but not including, the repurchase date. The 2027 Notes are also
subject to mandatory redemption requirements imposed by gaming
laws and regulations of gaming authorities in Nevada.

The 2027 Notes are the Issuers senior unsecured obligations and
rank pari passu in right of payment with the Issuers outstanding
5.375% First Mortgage Notes due 2022 (the 2022 Notes), 4.25%
Senior Notes due 2023 (the 2023 Notes) and 5.50% Senior Notes due
2025 (the “2025 Notes,” and together with the 2022 Notes and the
2023 Notes, the Existing Notes), will rank equally in right of
payment with the Issuers guarantee of the Wynn America Credit
Agreement (as defined below) after the discharge of the 2022
Notes, and will rank senior in right of payment to all of the
Issuers existing and future subordinated debt. The 2027 Notes
will be effectively subordinated in right of payment to all of
the Issuers existing and future secured debt (to the extent of
the value of the collateral securing such debt) (including the
Wynn America Credit Agreement (as defined below) after the
discharge of the 2022 Notes), and will be structurally
subordinated to all of the liabilities of any of the Issuers
subsidiaries that do not guarantee the 2027 Notes.

The 2027 Notes are jointly and severally guaranteed by all of the
Issuers subsidiaries, except Capital Corp., which is co-issuer of
the 2027 Notes (the Guarantors). The guarantees are senior
unsecured obligations of the Guarantors and rank senior in right
of payment to all of their existing and future subordinated debt.
The guarantees rank equally in right of payment with all existing
and future liabilities of the Guarantors that are not so
subordinated and will be effectively subordinated in right of
payment to all of such Guarantors existing and future secured
debt (to the extent of the collateral securing such debt).

The 2027 Notes are secured by a first priority pledge of the
Companys equity interests, the effectiveness of which is subject
to the prior approval of the Nevada gaming authorities. The
equity interests in the Company also secure the Existing Notes.
If Wynn Resorts, Limited receives an investment grade rating from
one or more ratings agencies, the first priority pledge securing
the 2027 Notes will be released.

Wynn America, LLC (Wynn America), an indirect wholly owned
subsidiary of Wynn Resorts, Limited, and certain subsidiaries of
Wynn America, are parties to a credit agreement (the “Wynn
America Credit Agreement”) comprised of (i) $375.0 million senior
secured revolving credit facilities, $42.0 million of the loan
commitments thereunder which will mature on November 20, 2019 and
$333.0 million of the loan commitments thereunder which will
mature on December 31, 2021, (ii) an $875.0 million fully funded
senior secured term loan facility, with a tranche of $69.6
million of loans thereunder repayable in quarterly installments
of $1.7 million commencing on June 30, 2018 and a final
installment of $52.2 million on November 20, 2020 and a second
tranche of $805.4 million of loans thereunder repayable in
quarterly installments of $20.1 million commencing on March 31,
2020 and a final installment of $664.5 million on December 31,
2021, and (iii) a $125.0 million fully funded senior secured term
loan facility, which will mature on December 31, 2021. The
Issuers and their subsidiaries are restricted subsidiaries under
the Wynn America Credit Agreement and are required to guarantee
and pledge their assets to secure the obligations of Wynn America
to the extent permitted by any indenture governing the Existing
Notes or the 2027 Notes, subject to applicable gaming approvals.
Once the 2022 Notes are discharged, there will no longer be a
restriction on the Issuers and their subsidiaries guaranteeing
the obligations under the Wynn America Credit Agreement so the
Issuers and their subsidiaries will guarantee those obligations
and will secure their obligations under the Wynn America Credit
Agreement with

liens on substantially all of their assets, with such liens
limiting the amount of such obligations secured to 15% of their
Total Assets (as defined in the indenture for the 2025 Notes).

The 2027 Indenture contains covenants limiting the Issuers and
the Guarantors ability to: create liens on assets to secure debt;
enter into sale-leaseback transactions; and merge or consolidate
with another company. These covenants are subject to a number of
important and significant limitations, qualifications and
exceptions. The 2027 Indenture also provides that Wynn America
may assume all of Wynn Las Vegas obligations under the 2027
Indenture and the 2027 Notes if certain conditions set forth in
the 2027 Indenture are met.

Events of default under the 2027 Indenture include, among others,
the following: default for 30 days in the payment when due of
interest on the 2027 Notes; default in payment when due of the
principal of, or premium, if any, on the 2027 Notes; failure to
comply with certain covenants in the 2027 Indenture; and certain
events of bankruptcy or insolvency. In the case of an event of
default arising from certain events of bankruptcy or insolvency
with respect to the Issuers or any Guarantor, all 2027 Notes then
outstanding will become due and payable immediately without
further action or notice.

The foregoing description is not complete and is qualified in its
entirety by the 2027 Indenture, which is filed herewith as
Exhibit 4.1 and incorporated herein by this reference.

On May 11, 2017, Wynn Resorts, Limited announced the initial
settlement of the previously announced cash tender offer (the
Tender Offer) by the Company for any and all of the 2022 Notes.
The Tender Offer expired at 5:00 P.M., New York City time, on May
10, 2017 (the Expiration Time). At the Expiration Time, valid
tenders had been received with respect to approximately $497.5
million of the $900 million aggregate principal amount of the
2022 Notes outstanding (which excludes 2022 Notes subject to the
guaranteed delivery procedures).

The Company has accepted for payment all 2022 Notes validly
tendered prior to the Expiration Date. On May 11, 2017, such
tendering holders received the tender offer consideration in the
amount of $1,029.35 for each $1,000 principal amount of 2022
Notes tendered, plus accrued and unpaid interest from the last
interest payment date to, but excluding, May 11, 2017 (the
“Settlement Date”). With respect to the 2022 Notes accepted for
purchase that were tendered and are subsequently delivered in
accordance with the guaranteed delivery procedures, such
tendering holders will receive payment of the tender offer
consideration for such accepted 2022 Notes (to the extent that
such 2022 Notes were not delivered prior to the Expiration Time)
on May 15, 2017, plus accrued and unpaid interest from the last
interest payment date to, but excluding, the Settlement Date.

On May 11, 2017, the Issuers also completed their previously
announced offering of the 2027 Notes. The Company used the net
proceeds of the 2027 Notes offering and cash on hand to purchase
the 2022 Notes tendered and accepted for purchase in the Tender
Offer. The Company also intends to satisfy and discharge the
indenture governing the 2022 Notes and redeem any 2022 Notes not
tendered.

A copy of the press release with announcement of the cash tender
settlement and offering completion is attached hereto as Exhibit
99.1 to this Current Report on Form 8-K and is hereby
incorporated by reference.

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