FORM OF PARENT GUARANTYValvino Lamore LLC • October 24th, 2002 • Hotels & motels • New York
This PARENT GUARANTY, dated as of October , 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 , 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 Branch, as arranger and joint documentation agent, J.P. Morgan Securit
FORM OF PARENT GUARANTYValvino Lamore LLC • October 24th, 2002 • Hotels & motels • New York
This PARENT GUARANTY, dated as of October , 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 % 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 at maturity of $365,000,000 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.
