0000912057-02-024407 Sample Contracts

ART RENTAL AND LICENSING AGREEMENT
Art Rental and Licensing Agreement • June 17th, 2002 • Wynn Resorts LTD

This Art Rental and Licensing Agreement ("Agreement"), is entered into this 1st day of November, 2001, by and between STEPHEN A. WYNN ("Lessor") and WYNN RESORTS, LLC ("Lessee").

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CONTINUING GUARANTY
Continuing Guaranty • June 17th, 2002 • Wynn Resorts LTD

This Continuing Guaranty (hereinafter called the "Guaranty") is made this 4th day of June, 2002 by AUSTI, INC., a Nevada corporation (hereinafter called "Guarantor") in favor of WYNN LAS VEGAS, LLC, a Nevada limited liability company (hereinafter called "Owner"), with regard to the following:

THIRD AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT
Asset and Land Purchase Agreement • June 17th, 2002 • Wynn Resorts LTD

THIS THIRD AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT ("Third Amendment") is executed as of the 22nd day of June, 2000 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SHERATON GAMING CORPORATION and SHERATON DESERT INN CORPORATION (collectively, "Sellers") and VALVINO LAMORE, LLC ("VL"), STEPHEN A. WYNN ("WYNN"), RAMBAS MARKETING CO., LLC., a Nevada limited liability company ("Rambas") and DESERT INN WATER COMPANY, LLC, a Nevada limited liability company ("DIWC"; together with Rambas, Wynn and VL, the "Purchaser").

DESIGN/BUILD AGREEMENT By and Between WYNN LAS VEGAS, LLC, a Nevada limited liability company ("Owner") and BOMEL CONSTRUCTION COMPANY, INC., a California corporation ("Contractor") for a Parking Structure to be located at 3131 Las Vegas Boulevard...
Design/Build Agreement • June 17th, 2002 • Wynn Resorts LTD • Nevada

THIS DESIGN BUILD AGREEMENT (the "Agreement") is made effective as of June 6, 2002 (the "Effective Date"), by and between WYNN LAS VEGAS, LLC, a Nevada limited liability company ("Owner"), and BOMEL CONSTRUCTION COMPANY, INC., a California corporation, holding Nevada State Contractor's License No. 0031451 ("Contractor"), with respect to the following facts:

SECOND AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT
Asset and Land Purchase Agreement • June 17th, 2002 • Wynn Resorts LTD

This SECOND AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT ("Second Amendment") is executed as of the 16th day of June, 2000 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SHERATON GAMING CORPORATION and SHERATON DESERT INN CORPORATION (collectively, "Sellers") and VALVINO LAMORE, LLC, STEPHEN A. WYNN, RAMBAS MARKETING CO., LLC., a Nevada limited liability company ("Rambas") and DESERT INN WATER COMPANY, LLC, a Nevada limited liability company (collectively, "Purchaser").

FOURTH AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT
Asset and Land Purchase Agreement • June 17th, 2002 • Wynn Resorts LTD

This FOURTH AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT ("Fourth Amendment") is executed as of the 27th day of October, 2000 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SHERATON GAMING CORPORATION and SHERATON SGC SUB CORPORATION (f/k/a SHERATION DESERT INN CORPORATION) (collectively, "Sellers") and VALVINO LAMORE, LLC ("VL"), STEPHEN A. WYNN ("Wynn"), RAMBAS MARKETING CO., LLC. ("Rambas") and DESERT INN WATER COMPANY, LLC ("DIWC"; together with Rambas, Wynn and VL, the "Purchaser").

AGREEMENT FOR GUARANTEED MAXIMUM PRICE CONSTRUCTION SERVICES BETWEEN WYNN LAS VEGAS, LLC ("Owner") AND MARNELL CORRAO ASSOCIATES, INC. ("Contractor") FOR LE RÊVE
Guaranteed Maximum Price Construction Services Agreement • June 17th, 2002 • Wynn Resorts LTD • Nevada

This Agreement for Guaranteed Maximum Price Construction Services ("Agreement"), effective as of June 4, 2002 (the "Effective Date") is entered into between WYNN LAS VEGAS LLC, a Nevada limited liability company ("Owner"), and MARNELL CORRAO ASSOCIATES, INC., a Nevada Corporation ("Contractor"), with regard to the following.

FIRST AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT
Asset and Land Purchase Agreement • June 17th, 2002 • Wynn Resorts LTD

This FIRST AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT ("Amendment") is executed as of the 26th day of May, 2000 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SHERATON GAMING CORPORATION and SHERATON DESERT INN CORPORATION (collectively, "Sellers") and VALVINO LAMORE, LLC and STEPHEN A. WYNN (collectively, "Purchaser").

ASSET AND LAND PURCHASE AGREEMENT
Asset and Land Purchase Agreement • June 17th, 2002 • Wynn Resorts LTD • Nevada

ASSET AND LAND PURCHASE AGREEMENT dated as of April 28 2000 by and among Starwood Hotels & Resorts Worldwide, Inc. Sheraton Gaming Corporation Sheraton Desert Inn Corporation Valvino Lamore, LLC and Stephen A. Wynn

FIFTH AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT
Asset and Land Purchase Agreement • June 17th, 2002 • Wynn Resorts LTD

This FIFTH AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT ("Fifth Amendment") is executed as of the 3RD day of November, 2000 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SHERATON GAMING CORPORATION and SHERATON SGC SUB CORPORATION (f/k/a SHERATION DESERT INN CORPORATION) (collectively, "Sellers") and VALVINO LAMORE, LLC, STEPHEN A. WYNN, RAMBAS MARKETING CO., LLC. and DESERT INN WATER COMPANY, LLC (collectively, "Purchaser").

LEASE AGREEMENT
Lease Agreement • June 17th, 2002 • Wynn Resorts LTD • Nevada

THIS LEASE AGREEMENT (this "Lease") is entered into as of the 1st day of November, 2001 by and between Valvino Lamore, LLC, a Nevada limited liability company ("Landlord"), and Wynn Resorts, LLC, a Nevada limited liability company ("Tenant").

STOCKHOLDERS AGREEMENT
Stockholders Agreement • June 17th, 2002 • Wynn Resorts LTD

This STOCKHOLDERS AGREEMENT (the "Agreement"), dated as of this 11th day of April, 2002, is entered into by and among Stephen A. Wynn ("Wynn"), an individual, Baron Asset Fund ("Baron"), a Massachusetts business trust and Aruze USA, Inc., a Nevada corporation ("Aruze").

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