CREDIT AGREEMENT among WYNN LAS VEGAS, LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, DEUTSCHE BANK SECURITIES INC., as Lead Arranger and Joint Book Running Manager, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative...Credit Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
This CREDIT AGREEMENT is dated as of October 30, 2002 and 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 parties to this Agreement (the "Lenders"), DEUTSCHE BANK SECURITIES INC., as lead arranger and joint book running manager, DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the "Administrative Agent") and swing line lender, BANC OF AMERICA SECURITIES LLC, as lead arranger, joint book running manager and syndication agent, BEAR, STEARNS & CO. INC., as arranger and joint book running manager, BEAR STEARNS CORPORATE LENDING INC., as joint documentation agent, DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as arranger and joint documentation agent, and JPMORGAN CHASE BANK, as joint documentation agent.
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 • November 18th, 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.
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").
21,461,154 Shares WYNN RESORTS, LIMITED Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
Deutsche Bank Securities Inc. Bear, Stearns & Co. Inc. Banc of America Securities LLC As Representatives of the Several Underwriters
AGREEMENT FOR GUARANTEED MAXIMUM PRICE CONSTRUCTION SERVICES BETWEEN WYNN LAS VEGAS, LLC AND MARNELL CORRAO ASSOCIATES, INC. FOR LE RÊVE EXHIBIT Q AMENDED AND RESTATED CONTINUING GUARANTYContinuing Guaranty • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels
This Amended and Restated Continuing Guaranty (hereinafter called the "Guaranty") is made this 22nd day of October, 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:
WYNN LAS VEGAS, LLC and WYNN LAS VEGAS CAPITAL CORP., as joint and several obligors AND DESERT INN WATER COMPANY, LLC WYNN DESIGN & DEVELOPMENT, LLC WYNN RESORTS HOLDINGS, LLC LAS VEGAS JET, LLC WORLD TRAVEL, LLC PALO, LLC, VALVINO LAMORE, LLC, and...Indenture • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
INDENTURE dated as of October 30, 2002 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 Desert Inn Water Company, LLC, a Nevada limited liability company, Wynn Design & Development, LLC, a Nevada limited liability company, Wynn Resorts Holdings, LLC, a Nevada limited liability company, Las Vegas Jet, LLC, a Nevada limited liability company, World Travel, LLC, a Nevada limited liability company, Palo, LLC, a Delaware limited liability company, Valvino Lamore, LLC, a Nevada limited liability company, and Wynn Resorts, Limited, a Nevada corporation, as guarantors (the "Initial Guarantors") and Wells Fargo Bank, National Association, as trustee (the "Trustee").
PURCHASE AGREEMENT October 25, 2002Purchase Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
Wynn Resorts, Limited, a Nevada corporation (the "Company"), proposes to issue and sell to you (the "Purchaser") five million five hundred seventy six thousand nine hundred twenty three (5,576,923) shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock"). Terms not otherwise defined herein shall have the same meanings set forth in the Underwriting Agreement, dated as of October 25, 2002, by and among the Company and Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., Banc of America Securities LLC, as Representatives of the Several Underwriters set forth in Schedule I thereto (the "Underwriters"), as such Underwriting Agreement may be amended from time to time (the "Underwriting Agreement"). The Common Stock to be purchased by the Purchaser hereunder will be purchased pursuant to an offering by the Company under the Registration Statement.
INTERCREDITOR AGREEMENT (FF&E) DEUTSCHE BANK TRUST COMPANY AMERICAS, as Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee and WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as FF&E Agent, October 30, 2002Intercreditor Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
THIS INTERCREDITOR AGREEMENT (this "Agreement") is made as of October 30, 2002 (the "Effective Date"), by and among DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Administrative Agent acting on behalf of itself and the Bank Lenders pursuant to the Bank Credit Agreement (in such capacity, the "Bank Agent"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association in its capacity as Trustee under the Second Mortgage Notes Indenture (in such capacity, the "Indenture Trustee") and WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the Collateral Agent acting on behalf of itself and the FF&E Lenders pursuant to the FF&E Facility Agreement (in such capacity, the "FF&E Agent").
INTERCREDITOR AGREEMENT (Project Lenders) DEUTSCHE BANK TRUST COMPANY AMERICAS, as Bank Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee October 30, 2002Intercreditor Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
THIS INTERCREDITOR AGREEMENT is made as of October 30, 2002, by and among DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Administrative Agent acting on behalf of itself and the Bank Lenders pursuant to the Bank Credit Agreement (in such capacity, the "Bank Agent"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association in its capacity as Trustee under the Second Mortgage Note Indenture (in such capacity, the "Indenture Trustee").
COMPLETION GUARANTYCompletion Guaranty • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
THIS COMPLETION GUARANTY (this "Guaranty") dated as of October 30, 2002, is made by Wynn Completion Guarantor, LLC ("Completion Guarantor"), in favor of Deutsche Bank Trust Company Americas, as the Bank Agent acting on behalf of the Bank Lenders and Wells Fargo Bank, National Association, as the Indenture Trustee acting on behalf of the Second Mortgage Note Holder(s). This Guaranty is made and delivered pursuant to the Master Disbursement Agreement (the "Disbursement Agreement") dated as of even date herewith 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 ("WDD" and, jointly and severally with Capital Corp., the "Company"), the Bank Agent, the Indenture Trustee, Deutsche Bank Trust Company Americas, as the Disbursement Agent and Wells Fargo Bank Nevada, National Association, as the FF&E Agent. The Bank Agent, the Ind
LEASE AGREEMENT between VALVINO LAMORE, LLC, Landlord and WYNN LAS VEGAS, LLC, Tenant Dated October 21, 2002Lease Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
THIS LEASE AGREEMENT (this "Lease") is entered into as of the 21st day of October, 2002 by and between Valvino Lamore, LLC, a Nevada limited liability company ("Landlord"), and Wynn Las Vegas, LLC, a Nevada limited liability company ("Tenant").
LOAN AGREEMENT by and among WYNN LAS VEGAS, LLC, AS BORROWER, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS COLLATERAL AGENT, AND THE PERSONS LISTED ON SCHEDULE IA HERETO, AS LENDERS dated as of October...Loan Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
THIS LOAN AGREEMENT, dated as of October 30, 2002 (as amended, supplemented or otherwise modified from time to time, this "Loan Agreement"), is by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company (the "Borrower"), WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity (except as specifically set forth herein), but solely as collateral agent (the "Collateral Agent") and the Persons listed on Schedule IA hereto, as Lenders (each individually, together with any permitted successors and assigns, a "Lender," and, collectively, the "Lenders").
PARKING FACILITY LEASE between VALVINO LAMORE, LLC, Landlord and WYNN LAS VEGAS, LLC, Tenant Dated October 21, 2002Parking Facility Lease • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
THIS PARKING FACILITY LEASE (this "Lease") is entered into as of the 21st day of October, 2002 by and between Valvino Lamore, LLC, a Nevada limited liability company ("Landlord"), and Wynn Las Vegas, LLC, a Nevada limited liability company ("Tenant").
PARENT GUARANTYParent Guaranty • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
This PARENT GUARANTY, dated as of October 30, 2002, is made by WYNN RESORTS, LIMITED, a Nevada corporation ("Wynn Resorts"), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as the Mortgage Notes Indenture Trustee (in such capacity, the "Mortgage Notes Indenture Trustee"), for the registered holders (the "Holders") of the 12% mortgage notes due 2010 (the "Notes") issued by Wynn Las Vegas, LLC, a Nevada limited liability company ("Wynn Las Vegas"), and Wynn Las Vegas Capital Corp., a Nevada corporation (together with Wynn Las Vegas, the "Note Issuers"), in the aggregate principal amount of $370,000,000 under that certain Indenture, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Indenture"), among the Note Issuers, the Mortgage Notes Indenture Trustee and certain other parties signatory thereto.
GOLF COURSE LEASE between WYNN RESORTS HOLDINGS, LLC, and PALO, LLC, Landlord and WYNN LAS VEGAS, LLC, Tenant Dated October 21, 2002Golf Course Lease • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
THIS GOLF COURSE LEASE (this "Lease") is entered into as of the 21st day of October, 2002 by and between Wynn Resorts Holdings, LLC, a Nevada limited liability company ("Holdings"), and Palo, LLC, a Delaware limited liability company ("Palo", and together with Holdings, collectively, "Landlord"), and Wynn Las Vegas, LLC, a Nevada limited liability company ("Tenant").
DRIVING RANGE LEASE between VALVINO LAMORE, LLC, Landlord and WYNN LAS VEGAS, LLC, Tenant Dated October 21, 2002Driving Range Lease • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
THIS DRIVING RANGE LEASE (this "Lease") is entered into as of the 21st day of October, 2002 by and between Valvino Lamore, LLC, a Nevada limited liability company ("Landlord"), and Wynn Las Vegas, LLC, a Nevada limited liability company ("Tenant").
PARENT GUARANTYParent Guaranty • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
This PARENT GUARANTY, dated as of October 30, 2002, is made by WYNN RESORTS, LIMITED, a Nevada corporation ("Wynn Resorts"), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the "Administrative Agent") for (i) the banks and other financial institutions or entities (the "Lenders") from time to time parties to the Credit Agreement, dated as of October 30, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Wynn Las Vegas, LLC, a Nevada limited liability company (the "Borrower"), the Lenders, Deutsche Bank Securities Inc., as lead arranger and joint book running manager, Banc of America Securities LLC, as lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as arranger and joint book running manager, Bear Stearns Corporate Lending Inc., as joint documentation agent, Dresdner Bank AG, New York and Grand Cayman Branches, as arranger and joint documentation age
AIRCRAFT SECURITY AGREEMENT SUPPLEMENTSecurity Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
Security Agreement Supplement No. 1 (this "Security Agreement Supplement No. 1") dated October 30, 2002, by WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee of that certain trust created under the Trust Agreement dated as of May 10, 2002 with World Travel, LLC, a Nevada limited liability company ("World Travel"), as Trustor (in such capacity, the "Owner") and World Travel, as Trustor under the Aircraft Trust in favor of WYNN LAS VEGAS, LLC, a Nevada limited liability company (being referred to herein, together with any successor(s) thereto in such capacity, as the "Company"). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Security Agreement dated as of October 30, 2002, among the Owner, World Travel and the Company, a copy of which is attached hereto.
MANAGEMENT FEES SUBORDINATION AGREEMENT Dated as of October 30, 2002Management Fees Subordination Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
This MANAGEMENT FEES SUBORDINATION AGREEMENT (this "Agreement") is made by Wynn Resorts, Limited, a Nevada corporation ("Wynn Resorts"), Wynn Las Vegas, LLC, a Nevada limited liability company ("Wynn Las Vegas"), Wynn Las Vegas Capital Corp., a Nevada corporation ("Wynn Capital" and, together with Wynn Las Vegas, the "Issuers") and their subsidiaries and affiliates listed on Exhibit A hereto (and, together with the Issuers, the "Wynn Entities") in favor of (a) Deutsche Bank Trust Company Americas, as Administrative Agent for the lenders under the Bank Credit Agreement (as defined below), (b) Wells Fargo Bank Nevada National Association, as Collateral Agent under the FF&E Credit Agreement, and (c) Wells Fargo Bank, National Association, as trustee for the benefit of the holders of the second mortgage notes (the "Second Mortgage Notes") issued pursuant to the Second Mortgage Notes Indenture (as defined below).
PURCHASE AGREEMENT October 25, 2002Purchase Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
Wynn Las Vegas, LLC, a Nevada limited liability company ("WLV"), and Wynn Las Vegas Capital Corp., a Nevada corporation (together with WLV, the "Issuers"), propose to issue and sell to Aruze USA, Inc., a Nevada corporation (the "Purchaser"), 12% Second Mortgage Notes due 2010 (the "Notes") in the aggregate principal amount at maturity of two million six hundred ninety four thousand dollars ($2,694,000). Terms not otherwise defined herein shall have the same meanings set forth in the Underwriting Agreement, dated as of October 25, 2002, by and among the Issuers and Deutsche Bank Securities, Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Dresdner Kleinwort Wasserstein - Grantchester, Inc., as Representatives of the Several Underwriters listed on Schedule I thereto (the "Underwriters"), as such Underwriting Agreement may be amended from time to time (the "Underwriting Agreement"). The Notes to be purchased by the Purchaser hereunder will be purchased pursuant to an offeri
GUARANTEE AND COLLATERAL AGREEMENT made by VALVINO LAMORE, LLC, WYNN LAS VEGAS CAPITAL CORP., PALO, LLC, WYNN RESORTS HOLDINGS, LLC, DESERT INN WATER COMPANY, LLC, WYNN DESIGN & DEVELOPMENT, LLC, WORLD TRAVEL LLC, LAS VEGAS JET, LLC, WYNN LAS VEGAS,...Guarantee and Collateral Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 30, 2002, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Grantors"), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as the Mortgage Notes Indenture Trustee (in such capacity, the "Mortgage Notes Indenture Trustee"), for the registered holders (the "Holders") of the 12.0% Mortgage Notes due 2010 (the "Notes" ) issued by Wynn Las Vegas, LLC, a Nevada limited liability company ("Wynn Las Vegas"), and Wynn Las Vegas Capital Corp., a Nevada corporation (together with Wynn Las Vegas, the "Note Issuers"), in the aggregate principal amount of $370,000,000 under that certain Indenture, dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Indenture"), among the Note Issuers, the other Grantors and the Mortgage Notes Indenture Trustee.
MANAGEMENT AGREEMENTManagement Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of October 30, 2002, by and among Wynn Las Vegas, LLC, a Nevada limited liability company (the "Company") and its subsidiaries and affiliates listed on Exhibit A hereto (and together with the Company, the "Wynn Entities"), and Wynn Resorts, Limited, a Nevada corporation (the "Manager") with reference to the following:
GUARANTY AGREEMENT made by VALVINO LAMORE, LLC, WYNN LAS VEGAS CAPITAL CORP., PALO, LLC, WYNN RESORTS HOLDINGS, LLC, DESERT INN WATER COMPANY, LLC, WYNN DESIGN & DEVELOPMENT, LLC, WORLD TRAVEL LLC, LAS VEGAS JET, LLC and THE OTHER GUARANTORS FROM TIME...Guaranty Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
This GUARANTY AGREEMENT, dated as of October 30, 2002, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the Secured Parties (as hereinafter defined).
AIRCRAFT SECURITY AGREEMENT Dated as of October 30, 2002 Among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee, WORLD TRAVEL, LLC and WYNN LAS VEGAS, LLCAircraft Security Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
THIS AIRCRAFT SECURITY AGREEMENT (this "Security Agreement") made as of October 30, 2002, by WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee (in such capacity, the "Owner") of that certain trust created under the Trust Agreement (the "Aircraft Trust") dated as of May 10, 2002 with and World Travel, LLC, a Nevada limited liability company ("World Travel") as Trustor, and World Travel in favor of WYNN LAS VEGAS, LLC, a Nevada limited liability company (being referred to herein, together with any successor(s) thereto in such capacity, as the "Company").
PARENT GUARANTYParent Guaranty • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
This PARENT GUARANTY, dated as of October 30, 2002 (this "Agreement"), is made by WYNN RESORTS, LIMITED, a Nevada corporation ("Wynn Resorts"), in favor of Wells Fargo Bank Nevada National Association not in its individual capacity, but solely as Collateral Agent (in such capacity, the "Collateral Agent"), the Arrangers (as defined in the Loan Agreement) and the Lenders (the "Lenders") from time to time parties to the Loan Agreement, dated as of October 30, 2002 (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement"), among Wynn Las Vegas, LLC, a Nevada limited liability company (the "Borrower"), the Lenders and the Collateral Agent.
AGREEMENT REGARDING PROVISION OF WATER AND USE OF WATERAgreement Regarding Provision of Water and Use of Water • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
This Agreement Regarding the Provision and Use of Water (the "Agreement") is entered into effective this 21st day of October, 2002, by and among Desert Inn Improvement Company, a Nevada corporation ("DIIC"), Wynn Resorts Holdings, LLC, a Nevada limited liability company ("Holdings") and Wynn Las Vegas, LLC, a Nevada limited liability company ("Wynn Las Vegas") (Holdings and Wynn Las Vegas shall be collectively referred to herein as ("Wynn'). The DIIC and Wynn are collectively referred to herein as the "Parties."
PURCHASE AGREEMENT October 25, 2002Purchase Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
Wynn Resorts, Limited, a Nevada corporation (the "Company") proposes to issue and sell to Baron Asset Fund, a Massachusetts business trust, on behalf of the Baron Growth Fund Series ("Purchaser 1"), and Baron Asset Fund, a Massachusetts business trust, on behalf of the Baron Small Cap Fund Series ("Purchaser 2"), seven hundred thousand (700,000) shares and three hundred thousand (300,000) shares, respectively, of the Company's Common Stock, par value $0.01 per share (the "Common Stock"). Terms not otherwise defined herein shall have the same meanings set forth in the Underwriting Agreement, dated as of October 25, 2002, by and among the Company and Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., Banc of America Securities LLC, as Representatives of the Several Underwriters set forth in Schedule I thereto (the "Underwriters"), as such Underwriting Agreement may be amended from time to time (the "Underwriting Agreement"). The Common Stock to be purchased by Purchaser 1 and Purch
GUARANTEE AND COLLATERAL AGREEMENT made by VALVINO LAMORE, LLC, WYNN LAS VEGAS CAPITAL CORP., PALO, LLC, WYNN RESORTS HOLDINGS, LLC, DESERT INN WATER COMPANY, LLC, WYNN DESIGN & DEVELOPMENT, LLC, WORLD TRAVEL LLC, LAS VEGAS JET, LLC, WYNN LAS VEGAS,...Guarantee and Collateral Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 30, 2002, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Grantors"), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the "Administrative Agent") for (i) the banks and other financial institutions or entities (the "Lenders") from time to time parties to the Credit Agreement, dated as of October 30, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Wynn Las Vegas, LLC, a Nevada limited liability company (the "Borrower"), the Lenders, Deutsche Bank Securities Inc., as lead arranger and joint book running manager, Banc of America Securities LLC, as lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as arranger and joint book running manager, Bear Stearns Corporate Lending Inc., as joint documentation agent, Dresd
PURCHASE AGREEMENT October 25, 2002Purchase Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
Wynn Resorts, Limited, a Nevada corporation (the "Company"), proposes to issue and sell to Zenith Insurance Company, a California corporation (the "Purchaser"), one million (1,000,000) shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock"). Terms not otherwise defined herein shall have the same meanings set forth in the Underwriting Agreement, dated as of October 25, 2002, by and among the Company and Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., Banc of America Securities LLC, as Representatives of the Several Underwriters set forth in Schedule I thereto (the "Underwriters"), as such Underwriting Agreement may be amended from time to time (the "Underwriting Agreement"). The Common Stock to be purchased by the Purchaser hereunder will be purchased pursuant to an offering by the Company under the Registration Statement.
PURCHASE AGREEMENT October 25, 2002Purchase Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
Wynn Resorts, Limited, a Nevada corporation (the "Company"), proposes to issue and sell to Aruze USA, Inc., a Nevada corporation (the "Purchaser"), five million five hundred seventy six thousand nine hundred twenty three (5,576,923) shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock"). Terms not otherwise defined herein shall have the same meanings set forth in the Underwriting Agreement, dated as of October 25, 2002, by and among the Company and Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., Banc of America Securities LLC, as Representatives of the Several Underwriters set forth in Schedule I thereto (the "Underwriters"), as such Underwriting Agreement may be amended from time to time (the "Underwriting Agreement"). The Common Stock to be purchased by the Purchaser hereunder will be purchased pursuant to an offering by the Company under the Registration Statement.
PURCHASE AGREEMENT October 25, 2002Purchase Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
Wynn Las Vegas, LLC, a Nevada limited liability company ("WLV"), and Wynn Las Vegas Capital Corp., a Nevada corporation (together with WLV, the "Issuers"), propose to issue and sell to you (the "Purchaser") 12% Second Mortgage Notes due 2010 (the "Notes") in the aggregate principal amount at maturity of two million six hundred ninety four thousand dollars ($2,694,000). Terms not otherwise defined herein shall have the same meanings set forth in the Underwriting Agreement, dated as of October 25, 2002, by and among the Issuers and Deutsche Bank Securities Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Dresdner Kleinwort Wasserstein - Grantchester, Inc., as Representatives of the Several Underwriters listed on Schedule 1 thereto (the "Underwriters"), as such Underwriting Agreement may be amended from time to time (the "Underwriting Agreement"). The Notes to be purchased by the Purchaser hereunder will be purchased pursuant to an offering by the Issuers under a registrati
BORROWER SECURITY AGREEMENT Dated as of October 30, 2002 Between WYNN LAS VEGAS, LLC, as Borrower and WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as Collateral Agent for the LendersBorrower Security Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • Nevada
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") entered into by and between WYNN LAS VEGAS, LLC, a Nevada limited liability company, as assignor (the "Assignor"), and WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Collateral Agent for the benefit of the Lenders, as assignee (together with its permitted successors and assigns, the "Assignee"), dated as of October 30, 2002.
