AGREEMENT FOR GUARANTEED MAXIMUM PRICE CONSTRUCTION SERVICES CHANGE ORDERWynn Resorts LTD • March 15th, 2005 • Services-miscellaneous amusement & recreation
That certain Agreement for Guaranteed Maximum Price Construction Services between Owner and Contractor for Wynn Las Vegas (“Project”) dated as of June 4, 2002 (“Contract”) is hereby modified as follows:
AMENDED AND RESTATED PROJECT ADMINISTRATION SERVICES AGREEMENT BETWEEN WYNN LAS VEGAS, LLC (“Owner”) AND WYNN DESIGN AND DEVELOPMENT, LLC (“Agent”) FOR WYNN LAS VEGASProject Administration Services Agreement • March 15th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
THIS AMENDED AND RESTATED PROJECT ADMINISTRATION SERVICES AGREEMENT (the “Agreement”), is dated as of December 14, 2004 (the “Effective Date”) between WYNN LAS VEGAS, LLC, a Nevada limited liability company (the “Owner”), and WYNN DESIGN AND DEVELOPMENT, LLC, a Nevada limited liability company (the “Agent” and, together with the Owner, sometimes hereinafter referred to as the “Parties”).
PLEDGE AND SECURITY AGREEMENT made by WYNN RESORTS HOLDINGS, LLC, solely as Pledgor, WYNN LAS VEGAS, LLC, WYNN SHOW PERFORMERS, LLC, WYNN LAS VEGAS CAPITAL CORP., WYNN GOLF, LLC, WORLD TRAVEL LLC, LAS VEGAS JET, LLC, WYNN SUNRISE, LLC, and THE OTHER...Pledge and Security Agreement • March 15th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
This PLEDGE AND SECURITY AGREEMENT, dated as of December 14, 2004, is made by (a) Wynn Resorts Holdings, LLC, a Nevada limited liability company (the “Pledgor”), and (b) each of the other signatories hereto (together with any other entity that may become a party hereto pursuant to Section 7.14 herein, the “Grantors”), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent under the Intercreditor Agreement (as defined below) for and on behalf of (i) DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent under the Credit Agreement (as defined below) (together with its successors and assigns in such capacity the “Administrative Agent”), for and on behalf of the banks and other financial institutions or entities (the “Lenders”) from time to time party to the Credit Agreement, and (ii) U.S. BANK NATIONAL ASSOCIATION, in its capacity as indenture trustee under the 2014 Notes Indenture (as defined below) (together with its successors and assigns in such capacity, the “20
COMPLETION GUARANTYCompletion Guaranty • March 15th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
THIS COMPLETION GUARANTY, dated as of December 14, 2004 (this “Guaranty”), is made by WYNN COMPLETION GUARANTOR, LLC, a Nevada limited liability company (“Completion Guarantor”), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as the administrative agent acting on behalf of itself and the Bank Lenders pursuant to the Bank Credit Agreement (together with its successors and assigns in such capacity, the “Bank Agent”), U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee under the 2014 Notes Indenture (together with its successors and assigns in such capacity, the “2014 Notes Indenture Trustee”), and each other Agent Beneficiary (as defined below) from time to time party to the Intercreditor Agreement. 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 (the “Company”), the Bank Agent, the 2014 Notes Indenture Trustee and Deuts
GUARANTEE made by WYNN SHOW PERFORMERS, LLC, WYNN LAS VEGAS CAPITAL CORP., WYNN GOLF, LLC, WORLD TRAVEL, LLC, LAS VEGAS JET, LLC, WYNN SUNRISE, LLC, and THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO in favor of DEUTSCHE BANK TRUST COMPANY...Assumption Agreement • March 15th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
This GUARANTEE, dated as of December 14, 2004, 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 DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”) for (i) the banks and other financial institutions or entities who extend credit and make Loans to the Borrower (the “Lenders”) from time to time party to the Credit Agreement, dated as of the date hereof (as amended, restated, 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, certain other financial institutions party thereto and the Administrative Agent and (ii) the other Secured Parties.
REGISTRATION RIGHTS AGREEMENT Dated as of December 14, 2004 by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantor Signatories Hereto and Deutsche Bank Securities Inc. Banc of America Securities LLC Bear, Stearns & Co. Inc. SG...Registration Rights Agreement • March 15th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 14, 2004, by and among Wynn Las Vegas, LLC, a Nevada limited liability company, Wynn Las Vegas Capital Corp., a Nevada corporation (each an “Issuer” and collectively, the “Issuers”) and the guarantors listed on the signature pages hereto (the “Guarantors”), and Deutsche Bank Securities Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., J.P. Morgan Securities Inc. and SG Americas Securities, LLC (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 6-5/8% First Mortgage Notes due 2014 (the “Series A Notes”) pursuant to the Purchase Agreement, dated as of November 22, 2004, (the “Purchase Agreement”), by and among the Issuers, the Guarantors and the Initial Purchasers.
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • March 15th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
This Intellectual Property License Agreement (“Agreement”) is dated as of the 14th day of December, 2004, by and among WYNN RESORTS HOLDINGS, LLC, a Nevada Limited Liability Company (hereinafter “Holdings”), WYNN RESORTS, LIMITED, a Nevada corporation (hereinafter “Limited”) and Wynn Las Vegas, LLC, a Nevada limited liability company (hereinafter “Licensee”). Holding and Limited are collectively referred to herein as “Licensor”.
MANAGEMENT FEES SUBORDINATION AGREEMENT Dated as of December 14, 2004Subordination Agreement • March 15th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • 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 those subsidiaries of Wynn Las Vegas listed on Exhibit A hereto (together with the Issuers, the “Wynn Entities”) in favor of (a) Deutsche Bank Trust Company Americas, as administrative agent (the “Administrative Agent”) for the lenders under the Bank Credit Agreement (as defined below), and (b) U.S. Bank National Association, as trustee (the “Trustee”) for the benefit of the holders of the first mortgage notes (the “First Mortgage Notes”) issued pursuant to the First Mortgage Notes Indenture (as defined below).
MANAGEMENT AGREEMENTManagement Agreement • March 15th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of December 14, 2004, by and among Wynn Las Vegas, LLC, a Nevada limited liability company (the “Company”) and its subsidiaries 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:
IRREVOCABLE TRUST AGREEMENTIrrevocable Trust Agreement • March 15th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
IRREVOCABLE TRUST AGREEMENT, dated as of December 14, 2004 (this “Trust Agreement”), by and among Wynn Las Vegas, LLC, a Nevada limited liability company, Wynn Las Vegas Capital Corp., a Nevada corporation (together, the “Issuers”), and Wells Fargo Bank, National Association, in its capacity as Trustee (the “Trustee”) under the Indenture, dated as of October 30, 2002, between the Issuers, the guarantors named therein and the Trustee (as supplemented to date, the “Indenture”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Indenture.
