0000912057-02-035839 Sample Contracts

EMPLOYMENT AGREEMENT ("Agreement") —by and between— WYNN RESORTS, LIMITED ("Employer") —and— JOHN STRZEMP ("Employee")
Employment Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the day of September 2002, by and between WYNN RESORTS, LIMITED ("Employer") and John Strzemp ("Employee").

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INDEMNITY AGREEMENT
Indemnity Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada

THIS INDEMNITY AGREEMENT is made and entered into as of , 2002, by and between Wynn Resorts, Limited, a Nevada corporation (the "Company") and (the " "), as an "Agent" (as hereinafter defined) of the Company.

AMENDED AND RESTATED OPERATING AGREEMENT OF VALVINO LAMORE, LLC a Nevada limited-liability company
Operating Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada

This Amended and Restated Operating Agreement (the "Agreement") is made and entered into at Las Vegas, Nevada, as of the 3rd day of October, 2000, by and between each of the Members listed on Schedule I hereto and who are signatories hereof (the "Members") of Valvino Lamore, LLC, a Nevada limited liability company (the "Company"). In consideration of the mutual covenants herein contained and for other good and valuable consideration, the Members, with reference to the recitals set forth below, agree as follows:

GENERAL CONDITIONS to the PROFESSIONAL DESIGN SERVICES AGREEMENT
Professional Services Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels

In performing its services under the Contract Documents (as defined below) on the Project, Engineer and Design Professional (hereinafter jointly referred to as "Design Professional") and the Contractor shall be bound by the following General Conditions for Professional Services ("General Conditions"):

EMPLOYMENT AGREEMENT ("Agreement") – by and between – WYNN DEVELOPMENT, LLC. ("Employer") – and – WILLIAM TODD NISBET ("Employee")
Employment Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 7th day of July, 2000, by and between WYNN DEVELOPMENT, LLC ("Employer") and WILLIAM TODD NISBET ("Employee").

FOURTH AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF VALVINO LAMORE, LLC
Operating Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels

This Fourth Amendment to Amended and Restated Operating Agreement (the "Amendment") of Valvino Lamore, LLC, a Nevada limited liability company (the "Company"), is adopted, entered into, and effective as of June 24, 2002 (the "Effective Date"), by and between the Persons signatory hereto with reference to the following facts:

PURCHASE AGREEMENT
Purchase Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada

THIS PURCHASE AGREEMENT ("Agreement") is made as of the 1st day of April, 2001, by and between Stephen A. Wynn ("Seller") and Valvino Lamore, LLC, a Nevada limited liability company ("Buyer").

PROFESSIONAL DESIGN SERVICES AGREEMENT
Professional Design Services Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels

This Agreement for Professional Design Services (hereinafter referred to as Agreement) is entered into by and between WYNN DESIGN & DEVELOPMENT, LLC, a Nevada Limited Liability Company (hereinafter referred to as "Contractor"), and A.A. Marnell II, Chtd., (hereinafter referred to as "Design Professional") effective on this Fifth (5th) day of October, 2001.

Second Amendment to Amended and Restated Operating Agreement
Second Amendment to Amended and Restated Operating Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada

The following points are provided in order to supplement the parties' agreements and understandings with respect to Article XII of the Amended and Restated Operating Agreement of Valvino Lamore, LLC, a Nevada limited liability company (the "Operating Agreement"). Capitalized terms shall have the meanings given to them in the Operating Agreement. The following points of agreement are acknowledged by the parties:

TRADEMARK/SERVICE MARK PURCHASE AGREEMENT
Trademark/Service Mark Purchase Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada

This Trademark/Service Mark Purchase Agreement ("Agreement") is entered into this 7th day of June, 2001, by and between WYNN RESORTS, a Nevada limited liability company ("Purchaser") and The STAD Trust, a California trust ("Seller").

THIRD AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF VALVINO LAMORE, LLC
Operating Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels

This Third Amendment to Amended and Restated Operating Agreement (the "Amendment") of Valvino Lamore, LLC, a Nevada limited liability company (the "Company"), is adopted, entered into, and effective as of April 11, 2002 (the "Effective Date"), by and among the Persons signatory hereto with reference to the following facts:

FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF VALVINO LAMORE, LLC
Operating Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels

This First Amendment to Amended and Restated Operating Agreement (the "Amendment") of Valvino Lamore, LLC, a Nevada limited liability company (the "Company"), is adopted, entered into, and effective as of April 16, 2001 (the "Effective Date"), by and between the Persons signatory hereto with reference to the following facts:

AGREEMENT BETWEEN WYNN RESORTS, LLC
Entertainment Agreement • September 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada

The purpose of this binding Agreement is to set out the terms and conditions upon which Calitri and Wynn Resorts shall enter into a business arrangement for the creation, development and executive production by Calitri of two new first-class theatrical entertainment attractions ("New Shows Projects") that would be financed, produced and presented by Wynn Resorts on Wynn Resorts property currently owned by Valvino Lamore, LLC, a portion of which was formerly known as The Desert Inn Resort in Las Vegas, Nevada ("DI Property").

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