DATED 14 SEPTEMBER 2004 WYNN RESORTS (MACAU) S.A. the Company CERTAIN FINANCIAL INSTITUTIONS as Hotel Facility Lenders, Project Facility Lenders and Revolving Credit Facility Lenders DEUTSCHE BANK AG, HONG KONG BRANCH SOCIÉTÉ GÉNÉRALE ASIA LIMITED as...Common Terms Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
Wynn Resorts (Macau), S.A., a company organized under the laws of the Macau Special Administrative Region of the People’s Republic of China (the “Company”), agrees with Wynn Group Asia, Inc., a Nevada corporation (“you” or “Purchaser”) as follows:
THIRD AMENDED AND RESTATED ART RENTAL AND LICENSING AGREEMENT between STEPHEN A. WYNN (Lessor) and WYNN LAS VEGAS, LLC (Lessee) Dated August 6, 2004Art Rental and Licensing Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
This Third Amended and Restated Art Rental and Licensing Agreement (“Agreement”), is entered into this 6th day of August, 2004, by and between STEPHEN A. WYNN (“Lessor”) and WYNN LAS VEGAS, LLC (“Lessee”).
ContractBank Guarantee Reimbursement Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Macau
THIS BANK GUARANTEE REIMBURSEMENT AGREEMENT (this “Agreement”) is made and entered into as of September 14, 2004, by and between Wynn Resorts (Macau) S.A., a company organized and existing in the Macau Special Administrative Region (the “Macau SAR”), having its registered address at Avenida de Praia Grande, 429, 18th floor, Praia Grande Commercial Centre, Macau (the “Company”) and Banco Nacional Ultramarino, S.A., a company organized and existing in the Macau Special Administrative Region, having its registered address at Avenida Almeida Ribeiro, No.22, Macau (“BNU”). The Company and BNU are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
SURNAME RIGHTS AGREEMENTSurname Rights Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
This Surname Rights Agreement (“Agreement”) is made and entered into this 6th day of August, 2004 (“Effective Date”), by and between STEPHEN A. WYNN, an individual (hereinafter “Wynn”) and WYNN RESORTS HOLDINGS, LLC, a Nevada limited liability company, with offices at 3145 Las Vegas Boulevard South, Las Vegas, Nevada ( “Holdings”). Initially capitalized terms each have the respective meaning defined herein.
REVOLVING CREDIT FACILITY AGREEMENTRevolving Credit Facility Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
The Revolving Credit Facility Lenders have agreed to make certain loan facilities available to the Company in connection with the Projects upon the terms and subject to the conditions set out in this Agreement and the Common Terms Agreement.
HOTEL FACILITY AGREEMENTHotel Facility Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
The Hotel Facility Lenders have agreed to make certain loan facilities available to the Company in connection with the Hotel Project upon the terms and subject to the conditions set out in this Agreement and the Common Terms Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTSCredit Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this “Third Amendment”), dated as of July 14, 2004 and effective as of the Effective Date (as hereinafter defined), is made and entered into among WYNN LAS VEGAS, LLC, a Nevada limited liability company (the “Borrower”), the Wynn Amendment Parties (as hereinafter defined) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”) on behalf of the Lenders (as hereinafter defined).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of the 6th day of August 2004, by and between Wynn Resorts, Limited (“Employer”) and Stephen A. Wynn (“Employee”). Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).
WYNN RESORTS SUPPORT AGREEMENTWynn Resorts Support Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
AGREEMENT FOR GUARANTEE MAXIMUM PRICE CONSTRUCTION SERVICES CHANGE ORDERAgreement for Guarantee Maximum Price Construction Services • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
That certain Agreement for Guaranteed Maximum Price Construction Services between Owner and Contractor for Wynn Las Vegas dated as of June 4, 2002 (“Contract”) is hereby modified as follows:
TRADEMARK ASSIGNMENTTrademark Assignment • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
This Trademark Assignment (“Assignment”) is made and entered into this 6th day of August, 2004 (“Effective Date”), by and between STEPHEN A. WYNN, an individual (hereinafter “Wynn”) and WYNN RESORTS HOLDINGS, LLC, a Nevada limited liability company, with offices at 3145 Las Vegas Boulevard South, Las Vegas, Nevada (“Holdings”).
AN AGREEMENT made on 14 September 2004 between:Assignment of Insurances • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Macau
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT by and among WYNN RESORTS (MACAU), LIMITED, WYNN RESORTS INTERNATIONAL, LTD., WONG CHI SENG, and WYNN RESORTS (MACAU), S.A.Shareholders’ Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT is made and entered into as of September 16, 2004, by and among WONG CHI SENG, WYNN RESORTS INTERNATIONAL, LTD., WYNN RESORTS (MACAU), LIMITED, and WYNN RESORTS (MACAU), S.A.
RIGHTS OF PUBLICITY LICENSERights of Publicity License • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
This Rights of Publicity License (“Agreement”) is made and entered into this 6th day of August, 2004 (“Effective Date”), by and between STEPHEN A. WYNN, an individual (“Licensor”) and WYNN RESORTS HOLDINGS, LLC, a Nevada limited liability company, with offices at 3145 Las Vegas Boulevard South, Las Vegas, Nevada (“Licensee”). Initially capitalized terms each have the respective meaning defined herein.
AN AGREEMENT made on 14 September 2004 between: WHEREAS: NOW, IT IS HEREBY AGREED AS FOLLOWS:Assignment of Rights • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Macau
TERMINATION AGREEMENTTermination Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
This Termination Agreement (“Termination Agreement”) is made and entered into this 6th day of August, 2004 (“Effective Date”), by and between STEPHEN A. WYNN, an individual (hereinafter “Wynn”) and VALVINO LAMORE, LLC, a Nevada limited liability company, with offices at 3145 Las Vegas Boulevard South, Las Vegas, Nevada (“Valvino”).
PROJECT FACILITY AGREEMENTProject Facility Agreement • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
The Project Facility Lenders have agreed to make certain loan facilities available to the Company in connection with the Projects upon the terms and subject to the conditions set out in this Agreement and the Common Terms Agreement.
Floating Charge AN AGREEMENT made on 14 September 2004 between:Floating Charge • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Macau
Land Security Assignment AN AGREEMENT made on 14 September 2004 between: WHEREAS: NOW, IT IS HEREBY AGREED AS FOLLOWS:Land Security Assignment • November 4th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Macau
