Wynn Las Vegas LLC Sample Contracts

WYNN LAS VEGAS, LLC and WYNN LAS VEGAS CAPITAL CORP., as joint and several obligors
Supplemental Indenture • June 29th, 2005 • Wynn Las Vegas LLC • Hotels & motels • New York
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GUARANTY
Guaranty • May 25th, 2005 • Wynn Las Vegas LLC • Hotels & motels
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF WYNN LAS VEGAS, LLC a Nevada limited liability company
Operating Agreement • September 3rd, 2015 • Wynn Las Vegas LLC • Hotels & motels • Nevada

This Third Amended and Restated Operating Agreement (this “Agreement”) of Wynn Las Vegas, LLC, a Nevada limited liability company (the “Company”), is made, adopted and entered into at Las Vegas, Nevada, as of September 1, 2015 (the “Effective Date”), by Wynn Las Vegas Holdings, LLC, a Nevada limited liability company (the “Member”), which is the sole member of the Company, with reference to the recitals set forth below.

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 9th, 2016 • Wynn Las Vegas LLC • Hotels & motels • New York

CREDIT AGREEMENT, dated as of November 20, 2014 (this “Agreement”, among WYNN AMERICA, 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”).

THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF KEVYN, LLC a Nevada limited liability company
Operating Agreement • February 22nd, 2008 • Wynn Las Vegas LLC • Hotels & motels • Nevada

This Third Amended and Restated Operating Agreement of Kevyn, LLC, a Nevada limited liability company (the “Company”), is adopted at Las Vegas, Nevada, effective as of July 29, 2005 (the “Effective Date”), by Wynn Las Vegas, LLC, a Nevada limited liability company (“WLV”), which constitutes the sole member of the Company, with reference to the recitals set forth below.

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 7¾% FIRST MORTGAGE NOTES DUE 2020...
Supplemental Indenture • February 27th, 2015 • Wynn Las Vegas LLC • 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”).

CIT] PROMISSORY NOTE AND AGREEMENT
Promissory Note and Agreement • May 25th, 2005 • Wynn Las Vegas LLC • Hotels & motels
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 5.375% FIRST...
Indenture • March 13th, 2012 • Wynn Las Vegas LLC • Hotels & motels • New York

INDENTURE dated as of March 12, 2012 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”).

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 Las Vegas LLC • 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”).

Contract
Intellectual Property License Agreement • May 8th, 2015 • Wynn Las Vegas LLC • 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”.

FORM OF 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 • October 21st, 2002 • Wynn Las Vegas LLC • Hotels & motels • New York

THIS MASTER DISBURSEMENT AGREEMENT (the "Agreement"), dated as of October [ ], 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, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the initial Disbursement Agent.

FORM OF 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...
Credit Agreement • October 23rd, 2002 • Wynn Las Vegas LLC • Hotels & motels • New York

This CREDIT AGREEMENT is dated as of October , 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 BRANCH, as arranger and joint documentation agent, and J.P. MORGAN SECURITIES INC., as joint documentation agent.

MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENT
Management Fee and Corporate Allocation Agreement • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels • Nevada

THIS MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENT (this “Agreement”) is dated as of February 26, 2015, (the “Execution Date”) by and among Wynn Las Vegas, LLC, a Nevada limited liability company (the “Company”) and Wynn Resorts, Limited, a Nevada corporation (the “Resorts), with reference to the following:

COMPLETION GUARANTY
Completion Guaranty • February 27th, 2015 • Wynn Las Vegas LLC • 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”.

SECURITY AGREEMENT made by WYNN AMERICA, LLC, and THE GUARANTORS PARTY HERETO, as Pledgors, in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent ______________________ Dated as of November 20, 2014
Security Agreement • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels • New York

This SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 20, 2014, made by WYNN AMERICA, LLC, a Nevada limited liability company, having an office at 3131 Las Vegas Blvd. South, Las Vegas, NV 89109 (“Borrower”), and THE SUBSIDIARIES OF BORROWER FROM TIME TO TIME PARTY HERETO (collectively, the “Guarantors” and, together with Borrower, the “Pledgors,” and each, a “Pledgor”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, having an office at 60 Wall Street, New York, New York 10005, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined) (in such capacity and together with any successors in such capacity, “Collateral Agent”).

REGISTRATION RIGHTS AGREEMENT Dated as of March 12, 2012 by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantor Signatories Hereto and Deutsche Bank Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated
Registration Rights Agreement • March 13th, 2012 • Wynn Las Vegas LLC • Hotels & motels • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 12, 2012, 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”), the guarantors listed on the signature pages hereto (the “Guarantors”) and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several initial purchasers named in Schedule II attached to the Purchase Agreement (as defined below) (each such initial purchaser, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 5.375% First Mortgage Notes due 2022 being issued on the date hereof (the “Initial Notes”) pursuant to the Purchase Agreement, dated as of March 5, 2012 (the “Purchase Agreement”), by and among the Issuers, the Guarantors and the Initial Purchasers.

RECITALS
Credit Agreement • September 29th, 2005 • Wynn Las Vegas LLC • Hotels & motels • New York
WYNN LAS VEGAS, LLC and WYNN LAS VEGAS CAPITAL CORP., as joint and several obligors AND KEVYN, LLC WLV EVENTS, LLC WORLD TRAVEL, LLC WYNN SHOW PERFORMERS, LLC and WYNN SUNRISE, LLC, as guarantors 5.25% SENIOR NOTES DUE 2027
Signatures • May 11th, 2017 • Wynn Las Vegas LLC • Hotels & motels • New York

INDENTURE dated as of May 11, 2017 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, WLV Events, LLC, a Nevada limited liability company, World Travel, 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”).

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 9th, 2007 • Wynn Las Vegas LLC • Hotels & motels • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of April 9, 2007, 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).

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 and VALVINO LAMORE, LLC, as...
Wynn Las Vegas LLC • October 21st, 2002 • Hotels & motels • New York

INDENTURE dated as of , 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, and Valvino Lamore, LLC, a Nevada limited liability company, as guarantors (the "Initial Guarantors") and Wells Fargo Bank, National Association, as trustee (the "Trustee").

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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
Supplemental Indenture • February 27th, 2015 • Wynn Las Vegas LLC • 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”).

FORM OF 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, [ ], 2002
Intercreditor Agreement • October 23rd, 2002 • Wynn Las Vegas LLC • Hotels & motels • New York

THIS INTERCREDITOR AGREEMENT (this "Agreement") is made as of [ ], 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").

FORM OF INTERCREDITOR AGREEMENT (Project Lenders) DEUTSCHE BANK TRUST COMPANY AMERICAS, as Bank Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee
Intercreditor Agreement • October 23rd, 2002 • Wynn Las Vegas LLC • Hotels & motels • New York

THIS INTERCREDITOR AGREEMENT is made as of , 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").

FORM OF COMPLETION GUARANTY
Wynn Las Vegas LLC • October 23rd, 2002 • Hotels & motels • New York

THIS COMPLETION GUARANTY (this "Guaranty") dated as of October [ ], 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 I

Contract
Agreement of Lease • May 10th, 2013 • Wynn Las Vegas LLC • Hotels & motels

THIS 2013 AMENDED AND RESTATED AGREEMENT OF LEASE (this “Lease”) is made as of the 7th day of May, 2013, by and between Wynn Las Vegas, LLC, a Nevada limited liability company, having its principal place of business at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: Legal Department, as lessor (“Lessor”), and Stephen A. Wynn, an individual, having his current residence at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, as lessee (“Lessee”).

FORM OF 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...
Loan Agreement • October 23rd, 2002 • Wynn Las Vegas LLC • Hotels & motels • New York

This LOAN AGREEMENT, dated as of October , 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").

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 29th, 2016 • Wynn Las Vegas LLC • Hotels & motels • New York

This Second Amendment to Credit Agreement, dated as of December 21, 2015 (this “Agreement”), by and among Wynn America, LLC, a Nevada limited liability company (“Borrower”), the Guarantors (as defined in the Amended Credit Agreement referred to below) party hereto, Deutsche Bank AG New York Branch, as administrative agent (in such capacity, “Administrative Agent”) for (and on behalf of) the Lenders under the Existing Credit Agreement referred to below and, after giving effect hereto, the Amended Credit Agreement and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties (as defined under the Existing Credit Agreement and, after giving effect hereto, the Amended Credit Agreement), and the Required Lenders (as defined below).

THIRD AMENDED AND RESTATED AGREEMENT OF LEASE
Agreement of Lease • February 24th, 2017 • Wynn Las Vegas LLC • Hotels & motels

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LEASE (this "Lease") is entered into on the 1st day of December, 2016, by and between Wynn Las Vegas, LLC, a Nevada limited liability company, having its principal place of business at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: Legal Department, as lessor ("Lessor"), and Stephen A. Wynn, an individual, having his current residence at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, as lessee ("Lessee").

FIRST AMENDMENT TO
Agreement of Lease • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels

This First Amendment to the 2013 Second Amended and Restated Agreement of Lease (this “Amendment”) is entered into on the 25th day of February, 2015 by and between Wynn Las Vegas, LLC (“Lessor”), and Stephen A. Wynn (“Lessee”).

FIFTH AMENDMENT TO MASTER DISBURSEMENT AGREEMENT
Master Disbursement Agreement • August 9th, 2007 • Wynn Las Vegas LLC • Hotels & motels • New York

THIS FIFTH AMENDMENT TO MASTER DISBURSEMENT AGREEMENT (this “Amendment”) is made and entered into as of April 9, 2007, by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company (the “Company”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Bank Agent (the “Bank Agent”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Disbursement Agent (the “Disbursement Agent”), with respect to the following:

FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 4th, 2017 • Wynn Las Vegas LLC • Hotels & motels • New York

This Fifth Amendment to Credit Agreement, dated as of April 24, 2017 (this “Agreement”), by and among Wynn America, LLC, a Nevada limited liability company (“Borrower”), the Guarantors (as defined in the Amended Credit Agreement referred to below) party hereto, Deutsche Bank AG New York Branch, as administrative agent (in such capacity, “Administrative Agent”) for (and on behalf of) the Lenders under the Existing Credit Agreement referred to below and, after giving effect hereto, the Amended Credit Agreement and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties (as defined under the Existing Credit Agreement and, after giving effect hereto, the Amended Credit Agreement), the Required Lenders (as defined in the Existing Credit Agreement), the Extending Revolving Lenders (as defined below), the Extending Term Facility Lenders (as defined below), the Extending Term Facility II Lenders (as defined below), the New Extending Term Facility Lenders and the L/C

TERMINATION AGREEMENT
Termination Agreement • February 27th, 2015 • Wynn Las Vegas LLC • Hotels & motels

This Termination Agreement (this “Termination”) is dated as of the 26th day of February 2015, by and among Wynn Las Vegas, LLC, a Nevada limited liability company (the “Company”) and the entities listed on Exhibit A (and together with the Company, the “Wynn Entities”), and Wynn Resorts, Limited, a Nevada corporation (the “Manager”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2009 • Wynn Las Vegas LLC • Hotels & motels

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of the 31st day of December, 2008, by and between Wynn Las Vegas, LLC (“Employer”) and David Sisk (“Employee”). Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).

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