Shares WYNN RESORTS, LIMITED Common Stock ($0.01 Par Value) FORM OF EQUITY UNDERWRITING AGREEMENTShare Purchase Agreement • October 23rd, 2002 • Wynn Resorts LTD • Hotels & motels • New York
Deutsche Bank Securities Inc. Bear, Stearns & Co. Inc. Banc of America Securities LLC As Representatives of the Several Underwriters
FORM OF WYNN RESORTS AGREEMENT Dated as of , 2002Wynn Resorts Agreement • October 23rd, 2002 • Wynn Resorts LTD • Hotels & motels • New York
This WYNN RESORTS AGREEMENT (this "Agreement") is made by Wynn Resorts, Limited, a Nevada corporation ("Wynn Resorts"), in favor of Wells Fargo Bank, National Association, as trustee (in such capacity, the "Trustee") for the benefit of the holders of the second mortgage notes (the "Notes") issued pursuant to the Indenture (as defined below).
QuickLinks -- Click here to rapidly navigate through this documentWynn Resorts LTD • October 23rd, 2002 • Hotels & motels • New York
THIS LETTER BETWEEN DEUTSCHE BANK SECURITIES INC., SOCIETE GENERALE, AND SG COWEN SECURITIES CORPORATION SUPERCEDES IN ITS ENTIRETY THE COMMITMENT LETTER DATED AS OF EVEN DATE HEREWITH BETWEEN SUCH PARTIES. THIS LETTER HAS BEEN ENTERED INTO SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND MAY NOT BE RELIED UPON OR ENFORCED BY ANY OTHER PERSON. DEUTSCHE BANK SECURITIES INC. MAY DISCLOSE THIS LETTER TO VALVINO LAMORE, LLC, WYNN RESORTS HOLDINGS, LLC AND WYNN LAS VEGAS, LLC (COLLECTIVELY, THE "SPONSORS"). THE SPONSORS MAY DISCLOSE THIS LETTER TO APPLICABLE GOVERNMENT AGENCIES, AUTHORITIES AND REGULATORS INCLUDING WITHOUT LIMITATION THE SECURITIES AND EXCHANGE COMMISSION AND MAY FILE THIS LETTER AS AN EXHIBIT IN ITS REGISTRATION STATEMENTS; PROVIDED THAT ANY SUCH DISCLOSURE SHALL BE DEEMED AN AGREEMENT BY THE SPONSORS TO PROVIDE TO SOCIETE GENERALE AND SG COWEN THE INDEMNIFICATIONS PROVIDED THE PARTICIPATING INSTITUTIONS IN THE $1 BILLION FACILITY COMMITMENT LETTER DESCRIBED BELOW. ANY DIS
