Exhibit 10.5 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • December 17th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
BOFA] PROMISSORY NOTE AND AGREEMENTPromissory Note • May 25th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
Exhibit 10.3 CREDIT AGREEMENTCredit Agreement • May 5th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
amongCredit Agreement • December 17th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
Exhibit 10.1 Execution Copy FOURTH AMENDMENT TO LOAN AGREEMENT Dated as of July 21, 2004Loan Agreement • September 8th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
EXECUTION VERSION INTERCREDITOR AGREEMENTIntercreditor Agreement • December 17th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
EMPLOYMENT AGREEMENT ("Agreement")Employment Agreement • July 28th, 2006 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 31st day of August 2005, by and between WORLDWIDE WYNN, LLC ("Employer") and LINDA C. CHEN ("Employee"). W I T N E S S E T H: -------------------- WHEREAS,...Employment Agreement • September 1st, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
INDENTUREIndenture • December 17th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 5th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
EMPLOYMENT AGREEMENT ("Agreement")Employment Agreement • May 11th, 2006 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
9,600,000 Shares WYNN RESORTS, LIMITED Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • March 18th, 2009 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
Wynn Resorts, Limited, a Nevada corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 9,600,000 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the Underwriters are set forth opposite the Underwriters’ names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option, an aggregate of up to 1,440,000 additional shares (the “Option Shares”) of the Company’s Common Stock as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.” The offering and sale of the Shares is referred to herein as the “Offering.”
DEPOSIT AGREEMENTDeposit Agreement • March 30th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
DEPOSIT AGREEMENT, dated as of , , among Wynn Resorts, Limited, a Nevada corporation, , a banking corporation, as Depositary, and all holders from time to time of Receipts issued hereunder.
Exhibit 10.6 OFFICE BUILDING LEASEOffice Building Lease • May 5th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2022 • Wynn Resorts LTD • Hotels & motels • Nevada
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 12th day of January 2022, by and between WYNN RESORTS, LIMITED (“Employer”) and ELLEN WHITTEMORE (“Employee”).
RECITALSCredit Agreement • April 27th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
CREDIT AGREEMENT Dated as of September 20, 2019 (as amended by Amendment No. 1 dated as of April 10, 2020, Amendment No. 2 dated as of November 27, 2020, Amendment No. 3 dated as of May 17, 2023 and Amendment No. 4 dated as of September 16, 2024 )...Credit Agreement • September 16th, 2024 • Wynn Resorts LTD • Hotels & motels
CREDIT AGREEMENT, dated as of September 20, 2019 (this “Agreement”), among WYNN RESORTS FINANCE, 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 party hereto; 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 such capacity, “Collateral Agent”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF VALVINO LAMORE, LLC a Nevada limited liability companyOperating Agreement • March 28th, 2003 • Wynn Resorts LTD • Hotels & motels • Nevada
This Second Amended and Restated Operating Agreement of Valvino Lamore, LLC, a Nevada limited liability company (the “Company”), is adopted at Las Vegas, Nevada, effective as of September 24, 2002 (the “Effective Date”), by Wynn Resorts, Limited, a Nevada corporation (“WRL”), which constitutes the sole member of the Company, with reference to the recitals set forth below.
WYNN RESORTS FINANCE, LLC and WYNN RESORTS CAPITAL CORP., as joint and several obligors AND EBH HOLDINGS, LLC, WYNN GROUP ASIA, INC., EVERETT PROPERTY, LLC, WYNN AMERICA GROUP, LLC, WYNN LAS VEGAS HOLDINGS, LLC, WYNN LAS VEGAS, LLC, WYNN MA, LLC, WYNN...Indenture • September 20th, 2024 • Wynn Resorts LTD • Hotels & motels • New York
INDENTURE dated as of September 20, 2024 among Wynn Resorts Finance, LLC, a Nevada limited liability company (“Wynn Resorts Finance”) and Wynn Resorts Capital Corp., a Nevada corporation (“Wynn Resorts Capital,” and together with Wynn Resorts Finance, the “Issuers”), as joint and several obligors, and EBH Holdings, LLC, a Nevada limited liability company, Wynn Group Asia, Inc., a Nevada corporation, Everett Property, LLC, a Massachusetts limited liability company, Wynn America Group, LLC, a Nevada limited liability company, Wynn Las Vegas Holdings, LLC, a Nevada limited liability company, Wynn Las Vegas, LLC, a Nevada limited liability company, Wynn MA, LLC, a Nevada limited liability company, Wynn Sunrise, LLC, a Nevada limited liability company and Wynn Las Vegas Capital Corp, a Nevada corporation, as guarantors (the “Initial Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
WYNN MACAU, LIMITED INDENTURE Dated as of August 26, 2020 DEUTSCHE BANK TRUST COMPANY AMERICAS TrusteeIndenture • November 9th, 2020 • Wynn Resorts LTD • Hotels & motels • New York
Article 1DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 12 Section 1.03 Rules of Construction 13 Article 2THE NOTES Section 2.01 Form and Dating 14 Section 2.02 Execution and Authentication 15 Section 2.03 Registrar and Paying Agent 15 Section 2.04 Paying Agent to Hold Money in Trust 16 Section 2.05 Holder Lists 16 Section 2.06 Transfer and Exchange 16 Section 2.07 Replacement Notes 27 Section 2.08 Outstanding Notes 27 Section 2.09 Treasury Notes 28 Section 2.10 Temporary Notes 28 Section 2.11 Cancelation 28 Section 2.12 Defaulted Interest 28 Section 2.13 Issuance of Additional Notes 29 Article 3REDEMPTION AND PREPAYMENT Section 3.01 Notices to Trustee 29 Section 3.02 Selection of Notes to Be Redeemed or Purchased 30 Section 3.03 Notice of Redemption 30 Section 3.04 Effect of Notice of Redemption 31 Section 3.05 Deposit of Redemption or Purchase Price 31 Section 3.06 Notes Redeemed or Purchased in Part 31 Section 3.07 Optional Redem
EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2002 • Wynn Resorts LTD • Hotels & motels
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 4 day of October, 2002, by and between WYNN RESORTS, LIMITED ("Employer") and Marc D. Schorr ("Employee").
WYNN LAS VEGAS, LLC and WYNN LAS VEGAS CAPITAL CORP., as joint and several obligors AND KEVYN, LLC WORLD TRAVEL, LLC WYNN SHOW PERFORMERS, LLC WYNN SUNRISE, LLC and WLV EVENTS, LLC, as guarantors SERIES A AND SERIES B 7⅞% FIRST MORTGAGE NOTES DUE 2020...Supplemental Indenture • March 2nd, 2015 • Wynn Resorts LTD • Hotels & motels • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of February 18, 2015, among WLV Events, LLC, a Nevada limited 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 with Wynn Las Vegas, the “Issuers”) and the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
EMPLOYMENT AGREEMENT (“Agreement”) - by and between - WYNN RESORTS, LIMITED (“Employer”) - and - JOHN STRZEMP (“Employee”) DATED: as of August 31, 2005Employment Agreement • February 28th, 2014 • Wynn Resorts LTD • Hotels & motels
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 31 day of August 2005, by and between WYNN RESORTS, LIMITED (“Employer”) and John Strzemp (“Employee”).
ContractIntellectual Property License Agreement • February 29th, 2016 • Wynn Resorts LTD • Hotels & motels
This 2014 Intellectual Property License Agreement (“Agreement”), consisting of 23 pages, is dated as of the 20th day of November 2014 (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 MA, LLC, a limited liability under the laws of Nevada (hereinafter “Licensee”). Holdings and Limited are collectively referred to herein as “Licensor”.
WYNN LAS VEGAS, LLC and WYNN LAS VEGAS CAPITAL CORP., as joint and several obligors AND KEVYN, LLC LAS VEGAS JET, LLC WORLD TRAVEL, LLC WYNN GOLF, LLC WYNN SHOW PERFORMERS, LLC and WYNN SUNRISE, LLC, as guarantors SERIES A AND SERIES B 7¾% FIRST...Indenture • August 5th, 2010 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
INDENTURE dated as of August 4, 2010 among Wynn Las Vegas, LLC, a Nevada limited liability company (“Wynn Las Vegas”) and Wynn Las Vegas Capital Corp., a Nevada corporation (“Wynn Capital,” and together with Wynn Las Vegas, the “Issuers”), as joint and several obligors, and Kevyn, LLC, a Nevada limited liability company, Las Vegas Jet, LLC, a Nevada limited liability company, World Travel, LLC, a Nevada limited liability company, Wynn Golf, LLC, a Nevada limited liability company, Wynn Show Performers, LLC, a Nevada limited liability company and Wynn Sunrise, LLC, a Nevada limited liability company, as guarantors (the “Initial Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
SIXTH AMENDED AND RESTATED ART RENTAL AND LICENSING AGREEMENT between STEPHEN A. WYNN (Lessor) and WYNN LAS VEGAS, LLC (Lessee) Dated July 1, 2012Art Rental and Licensing Agreement • November 9th, 2012 • Wynn Resorts LTD • Hotels & motels
This Sixth Amended and Restated Art Rental and Licensing Agreement (“Agreement”), is entered into this 1st day of July, 2012 (the “Effective Date”), by and between STEPHEN A. WYNN (“Lessor”) and WYNN LAS VEGAS, LLC (“Lessee”).
AMENDED AND RESTATED CREDIT AGREEMENT among WYNN LAS VEGAS, LLC, as the Borrower, The Several Lenders from Time to Time Party Hereto, DEUTSCHE BANK SECURITIES INC., as Lead Arranger and Joint Book Running Manager, DEUTSCHE BANK TRUST COMPANY AMERICAS,...Credit Agreement • November 9th, 2006 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 15, 2006, is entered into among WYNN LAS VEGAS, LLC, a Nevada limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement as lenders, DEUTSCHE BANK SECURITIES INC., as lead arranger and joint book running manager, DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity and together with its successors and assigns, the “Administrative Agent”), issuing lender and swing line lender, BANC OF AMERICA SECURITIES LLC, as lead arranger and joint book running manager, BANK OF AMERICA, N.A., as syndication agent, BEAR, STEARNS & CO. INC., as arranger and joint book running manager, BEAR STEARNS CORPORATE LENDING INC., as joint documentation 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 joi
MASTER DISBURSEMENT AGREEMENT among WYNN LAS VEGAS, LLC, WYNN LAS VEGAS CAPITAL CORP. and WYNN DESIGN & DEVELOPMENT, LLC, jointly and severally as the Company, DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Bank Agent, WELLS FARGO BANK, NATIONAL...Master Disbursement Agreement • December 6th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
THIS MASTER DISBURSEMENT AGREEMENT (the "Agreement"), dated as of October 30, 2002, is entered into by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company ("Wynn Las Vegas"), WYNN LAS VEGAS CAPITAL CORP., a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST COMPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the initial Disbursement Agent.
3,750,000 Shares WYNN RESORTS, LIMITED Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • October 3rd, 2007 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
Wynn Resorts, Limited, a Nevada corporation (the “Company”), proposes to sell to Deutsche Bank Securities Inc. (“you” or the “Underwriter”), an aggregate of 3,750,000 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). The Company also proposes to sell, at the Underwriter’s option, an aggregate of up to 562,500 additional shares (the “Option Shares”) of the Company’s Common Stock as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.” The offering and sale of the Shares is referred to herein as the “Offering.”
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • January 6th, 2010 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
This Amended and Restated Stockholders Agreement (the “Agreement”), is made as of the 6th day of January, 2010, by and among Stephen A. Wynn (“SAW”), an individual, Elaine P. Wynn (“EW”), an individual, and Aruze USA, Inc., a Nevada corporation (“Aruze”).
Common StockEquity Underwriting Agreement • May 12th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENTManagement Fee and Corporate Allocation Agreement • February 29th, 2016 • Wynn Resorts LTD • Hotels & motels • Nevada
THIS MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENT (this “Agreement”) is dated as of November 20, 2014, (the “Execution Date”) by and among Wynn MA, LLC, a Nevada limited liability company (the “Company”) and Wynn Resorts, Limited, a Nevada corporation (the “Resorts), with reference to the following:
DATED 8 September 2009 WYNN RESORTS (MACAU) S.A. the Company SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH as Hotel Facility Agent SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH as Project Facility Agent SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH as Revolving Credit Facility Agent...Common Terms Agreement • March 1st, 2010 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into this 30th day of October, 2002, by and between WYNN RESORTS, LIMITED, a Nevada corporation (the "Company"), and Stephen A. Wynn, an individual ("Wynn" and, collectively with the Company, the "Parties").
COMPLETION GUARANTYCompletion Guaranty • March 2nd, 2015 • Wynn Resorts LTD • Hotels & motels • New York
THIS COMPLETION GUARANTY (this “Agreement”) dated as of November 20, 2014, is made by WYNN RESORTS, LIMITED, a Nevada corporation (“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 and delivered pursuant to the Credit Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), dated as of even date herewith, by and among Wynn America, LLC, a Nevada limited liability company (the “Borrower”), the guarantors thereunder, the Administrative Agent, the banks, financial institutions and other entities from time to time party thereto in the capacity of lenders (the “Lenders”), and the other parties thereto. The Administrative Agent and the Lenders are hereinafter referred to as the “Beneficiaries”.
