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Exhibit 10.106




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

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