Wynn Resorts LTD Sample Contracts

INDENTURE
Indenture • December 17th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
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Exhibit 10.5 FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 17th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
Exhibit 10.1 Execution Copy FOURTH AMENDMENT TO LOAN AGREEMENT Dated as of July 21, 2004
Loan Agreement • September 8th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
Exhibit 10.3 CREDIT AGREEMENT
Credit Agreement • May 5th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
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Credit Agreement • December 17th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
EXECUTION VERSION INTERCREDITOR AGREEMENT
Intercreditor Agreement • December 17th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
Exhibit 10.5 PARKING FACILITY LEASE
Lease • May 5th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
EMPLOYMENT AGREEMENT ("Agreement")
Employment Agreement • July 28th, 2006 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
9,600,000 Shares WYNN RESORTS, LIMITED Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • March 18th, 2009 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York

Wynn Resorts, Limited, a Nevada corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 9,600,000 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the Underwriters are set forth opposite the Underwriters’ names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option, an aggregate of up to 1,440,000 additional shares (the “Option Shares”) of the Company’s Common Stock as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.” The offering and sale of the Shares is referred to herein as the “Offering.”

DEPOSIT AGREEMENT
Deposit Agreement • March 30th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York

DEPOSIT AGREEMENT, dated as of , , among Wynn Resorts, Limited, a Nevada corporation, , a banking corporation, as Depositary, and all holders from time to time of Receipts issued hereunder.

EMPLOYMENT AGREEMENT ("Agreement")
Employment Agreement • May 11th, 2006 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2022 • Wynn Resorts LTD • Hotels & motels • Nevada

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 12th day of January 2022, by and between WYNN RESORTS, LIMITED (“Employer”) and ELLEN WHITTEMORE (“Employee”).

CREDIT AGREEMENT Dated as of September 20, 2019 (as amended by Amendment No. 1 dated as of April 10, 2020, Amendment No. 2 dated as of November 27, 2020, and Amendment No. 3 dated as of May 17, 2023) among WYNN RESORTS FINANCE, LLC, as Borrower, THE...
Credit Agreement • May 17th, 2023 • Wynn Resorts LTD • Hotels & motels • New York

CREDIT AGREEMENT, dated as of September 20, 2019 (this “Agreement”), among WYNN RESORTS FINANCE, LLC, a Nevada limited liability company (“Borrower”); the SUBSIDIARY GUARANTORS party hereto from time to time; the LENDERS from time to time party hereto; the L/C LENDERS party hereto; DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, together with its successors in such capacity, “Administrative Agent”); and DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, together with its successors in such capacity, “Collateral Agent”).

RECITALS
Credit Agreement • May 5th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
WYNN LAS VEGAS, LLC and WYNN LAS VEGAS CAPITAL CORP., as joint and several obligors AND KEVYN, LLC WORLD TRAVEL, LLC WYNN SHOW PERFORMERS, LLC WYNN SUNRISE, LLC and WLV EVENTS, LLC, as guarantors SERIES A AND SERIES B 7⅞% FIRST MORTGAGE NOTES DUE 2020...
Supplemental Indenture • March 2nd, 2015 • Wynn Resorts LTD • Hotels & motels • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of February 18, 2015, among WLV Events, LLC, a Nevada limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Wynn Las Vegas, LLC, a Nevada limited liability company (“Wynn Las Vegas”), Wynn Las Vegas, Wynn Las Vegas Capital Corp., a Nevada corporation (“Wynn Capital,” and together with Wynn Las Vegas, the “Issuers”) and the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WYNN MACAU, LIMITED INDENTURE Dated as of August 26, 2020 DEUTSCHE BANK TRUST COMPANY AMERICAS Trustee
Indenture • November 9th, 2020 • Wynn Resorts LTD • Hotels & motels • New York

Article 1DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 12 Section 1.03 Rules of Construction 13 Article 2THE NOTES Section 2.01 Form and Dating 14 Section 2.02 Execution and Authentication 15 Section 2.03 Registrar and Paying Agent 15 Section 2.04 Paying Agent to Hold Money in Trust 16 Section 2.05 Holder Lists 16 Section 2.06 Transfer and Exchange 16 Section 2.07 Replacement Notes 27 Section 2.08 Outstanding Notes 27 Section 2.09 Treasury Notes 28 Section 2.10 Temporary Notes 28 Section 2.11 Cancelation 28 Section 2.12 Defaulted Interest 28 Section 2.13 Issuance of Additional Notes 29 Article 3REDEMPTION AND PREPAYMENT Section 3.01 Notices to Trustee 29 Section 3.02 Selection of Notes to Be Redeemed or Purchased 30 Section 3.03 Notice of Redemption 30 Section 3.04 Effect of Notice of Redemption 31 Section 3.05 Deposit of Redemption or Purchase Price 31 Section 3.06 Notes Redeemed or Purchased in Part 31 Section 3.07 Optional Redem

BOFA] PROMISSORY NOTE AND AGREEMENT
Promissory Note and Agreement • May 25th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation
EMPLOYMENT AGREEMENT
Employment Agreement • October 21st, 2002 • Wynn Resorts LTD • Hotels & motels

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 4 day of October, 2002, by and between WYNN RESORTS, LIMITED ("Employer") and Marc D. Schorr ("Employee").

EMPLOYMENT AGREEMENT (“Agreement”) - by and between - WYNN RESORTS, LIMITED (“Employer”) - and - JOHN STRZEMP (“Employee”) DATED: as of August 31, 2005
Employment Agreement • February 28th, 2014 • Wynn Resorts LTD • Hotels & motels

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 31 day of August 2005, by and between WYNN RESORTS, LIMITED (“Employer”) and John Strzemp (“Employee”).

WYNN LAS VEGAS, LLC and WYNN LAS VEGAS CAPITAL CORP., as joint and several obligors AND KEVYN, LLC LAS VEGAS JET, LLC WORLD TRAVEL, LLC WYNN GOLF, LLC WYNN SHOW PERFORMERS, LLC and WYNN SUNRISE, LLC, as guarantors SERIES A AND SERIES B 7¾% FIRST...
Indenture • August 5th, 2010 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York

INDENTURE dated as of August 4, 2010 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 Kevyn, LLC, a Nevada limited liability company, Las Vegas Jet, LLC, a Nevada limited liability company, World Travel, LLC, a Nevada limited liability company, Wynn Golf, LLC, a Nevada limited liability company, Wynn Show Performers, LLC, a Nevada limited liability company and Wynn Sunrise, LLC, a Nevada limited liability company, as guarantors (the “Initial Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).

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SIXTH AMENDED AND RESTATED ART RENTAL AND LICENSING AGREEMENT between STEPHEN A. WYNN (Lessor) and WYNN LAS VEGAS, LLC (Lessee) Dated July 1, 2012
Licensing Agreement • November 9th, 2012 • Wynn Resorts LTD • Hotels & motels

This Sixth Amended and Restated Art Rental and Licensing Agreement (“Agreement”), is entered into this 1st day of July, 2012 (the “Effective Date”), by and between STEPHEN A. WYNN (“Lessor”) and WYNN LAS VEGAS, LLC (“Lessee”).

SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF VALVINO LAMORE, LLC a Nevada limited liability company
Operating Agreement • March 28th, 2003 • Wynn Resorts LTD • Hotels & motels • Nevada

This Second Amended and Restated Operating Agreement of Valvino Lamore, LLC, a Nevada limited liability company (the “Company”), is adopted at Las Vegas, Nevada, effective as of September 24, 2002 (the “Effective Date”), by Wynn Resorts, Limited, a Nevada corporation (“WRL”), which constitutes the sole member of the Company, with reference to the recitals set forth below.

Exhibit 10.6 OFFICE BUILDING LEASE
Office Building Lease • May 5th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • Nevada
Contract
Intellectual Property License Agreement • May 8th, 2015 • Wynn Resorts LTD • Hotels & motels

This 2015 Intellectual Property License Agreement (“Agreement”) is dated as of the 26th day of February 2015 (the “Effective Date”), 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 limited liability under the laws of Nevada (hereinafter “Licensee”). Holdings and Limited are collectively referred to herein as “Licensor”.

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 • December 6th, 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.

3,750,000 Shares WYNN RESORTS, LIMITED Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • October 3rd, 2007 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York

Wynn Resorts, Limited, a Nevada corporation (the “Company”), proposes to sell to Deutsche Bank Securities Inc. (“you” or the “Underwriter”), an aggregate of 3,750,000 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). The Company also proposes to sell, at the Underwriter’s option, an aggregate of up to 562,500 additional shares (the “Option Shares”) of the Company’s Common Stock as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.” The offering and sale of the Shares is referred to herein as the “Offering.”

RECITALS
Credit Agreement • April 27th, 2005 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 21st, 2009 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York

This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 15, 2006, is 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 party to this Agreement as lenders, DEUTSCHE BANK SECURITIES INC., as lead arranger and joint book running manager, DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity and together with its successors and assigns, the “Administrative Agent”), issuing lender and swing line lender, BANC OF AMERICA SECURITIES LLC, as lead arranger and joint book running manager, BANK OF AMERICA, N.A., as syndication agent, J.P. MORGAN SECURITIES INC., as arranger and joint book running manager, JPMORGAN CHASE BANK, N.A., as joint documentation agent, SG AMERICAS SECURITIES, LLC, as arranger and joint book running manager, SOCIETE GENERALE, as joint documentation agent, and, in each case as managing agent, BANK OF SCOTLAND, HSH NORDB

7,500,000 Shares WYNN RESORTS, LIMITED Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • November 9th, 2004 • Wynn Resorts LTD • Services-miscellaneous amusement & recreation • New York

Wynn Resorts, Limited, a Nevada corporation (the “Company”), proposes to sell to Deutsche Bank Securities Inc. (“you” or “DBSI” or the “Underwriter”), an aggregate of 7,500,000 shares (the “Firm Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). The Company also proposes to sell, at the Underwriter’s option, an aggregate of up to 1,125,000 additional shares (the “Option Shares”) of the Company’s Common Stock as set forth below. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the “Shares.” The offering and sale of the Shares is referred to herein as the “Offering”.

MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENT
Management Fee and Corporate Allocation Agreement • February 29th, 2016 • Wynn Resorts LTD • Hotels & motels • Nevada

THIS MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENT (this “Agreement”) is dated as of November 20, 2014, (the “Execution Date”) by and among Wynn MA, LLC, a Nevada limited liability company (the “Company”) and Wynn Resorts, Limited, a Nevada corporation (the “Resorts), with reference to the following:

REGISTRATION RIGHTS AGREEMENT
Registration 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").

COMPLETION GUARANTY
Completion Guaranty • March 2nd, 2015 • Wynn Resorts LTD • Hotels & motels • New York

THIS COMPLETION GUARANTY (this “Agreement”) dated as of November 20, 2014, is made by WYNN RESORTS, LIMITED, a Nevada corporation (“Guarantor”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as the administrative agent acting on behalf of itself and the Lenders (in such capacity, and together with its permitted successors and assigns acting in such capacity, the “Administrative Agent”). This Agreement is made and delivered pursuant to the Credit Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), dated as of even date herewith, by and among Wynn America, LLC, a Nevada limited liability company (the “Borrower”), the guarantors thereunder, the Administrative Agent, the banks, financial institutions and other entities from time to time party thereto in the capacity of lenders (the “Lenders”), and the other parties thereto. The Administrative Agent and the Lenders are hereinafter referred to as the “Beneficiaries”.

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