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As filed with the Securities and Exchange Commission on June 17, 2002

Registration No. 333-        

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

Wynn Resorts, Limited
(Exact name of Registrant as specified in its charter)

Nevada   7990   46-0484987
(State or other jurisdiction
of incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification Number)

3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 733-4444
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Ronald J. Kramer
President
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 733-4444
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

C. Kevin McGeehan, Esq.
Ashok W. Mukhey, Esq.
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067-4276
(310) 277-1010		   Pamela B. Kelly, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, CA 90071-2007
(213) 485-1234

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                                                     

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                                                     

        If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, check the following box.  o

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered
   Number of
Shares to be
Registered(1)
   Proposed
Maximum
Offering Price
Per Share(2)
   Proposed
Maximum
Aggregate
Offering
Price(1)(2)
   Amount of
Registration Fee
Common stock, par value $0.01 per share           $408,250,000   $37,559
(1)
Includes            shares of common stock that may be sold pursuant to the underwriters' over-allotment options.
(2)
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

Subject to Completion, Dated June 17, 2002

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Wynn Resorts, Limited

            Shares

Common Stock

This is the initial public offering of Wynn Resorts, Limited. We are offering            shares of our common stock. We anticipate that the initial public offering price will be between $    and $    per share. We will apply to list our common stock on The Nasdaq Stock Market's National Market under the symbol "WYNN."

Concurrent with this offering, we expect that our wholly owned subsidiaries, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp., will jointly offer $350 million in aggregate principal amount of second mortgage notes.

Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 8.

None of the Securities and Exchange Commission or any state securities commission, the Nevada State Gaming Control Board, the Nevada Gaming Commission or any state gaming commission or any other gaming regulatory authority has approved or disapproved of these securities, passed on the investment merits of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 
   Per Share

   Total
Public offering price   $     $  
Underwriting discounts and commissions   $     $  
Proceeds, before expenses, to Wynn Resorts, Limited   $     $  

We have granted to the underwriters the right to purchase up to                          additional shares of common stock to cover over-allotments.

Joint Book-Running Managers

Deutsche Bank Securities    Bear, Stearns & Co. Inc.    Banc of America Securities LLC

Dresdner Kleinwort Wasserstein

The date of this prospectus is                          2002.


DESCRIPTION OF ARTWORK

[artist's renderings of main and south porte cochere]


PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus. We urge you to read this entire prospectus carefully, including the "Risk Factors" section beginning on page 8.

        Wynn Resorts, Limited was recently organized as a Nevada corporation in preparation for this offering. Our assets and operations are currently held by and conducted through Valvino Lamore, LLC, a Nevada limited liability company, and its subsidiaries. Before the closing of this offering, all of the members of Valvino Lamore, LLC will contribute their membership interests in Valvino Lamore, LLC to Wynn Resorts, Limited in exchange for shares of the common stock of Wynn Resorts, Limited, and Valvino Lamore, LLC will become a wholly owned subsidiary of Wynn Resorts, Limited.

        Unless otherwise indicated, information in this prospectus gives effect to the contribution of membership interests in Valvino Lamore, LLC to Wynn Resorts, Limited in exchange for shares of common stock of Wynn Resorts, Limited. Unless the context otherwise requires, the terms "we," "our" and "us," as used in this prospectus, mean Wynn Resorts, Limited and its consolidated subsidiaries, after giving effect to the contribution of membership interests in Valvino Lamore, LLC to Wynn Resorts, Limited. References to Wynn Resorts mean Wynn Resorts, Limited, excluding any subsidiaries, and references to Valvino mean Valvino Lamore, LLC, excluding any subsidiaries. Certain statements in this prospectus, including in this summary, constitute "forward-looking statements." See "Forward-Looking Statements."


Overview

        We are constructing and will own and operate Le Rêve, which we have designed to be the preeminent luxury hotel and destination casino resort in Las Vegas. Le Rêve will be situated on approximately 192 acres at the site of the former Desert Inn Resort & Casino on the Las Vegas Strip in Las Vegas, Nevada. We expect Le Rêve to cost approximately $2.4 billion to design and construct, including the cost of the land, capitalized interest, pre-opening expenses and all financing fees. We have scheduled ground breaking to occur in September 2002, with an opening to the general public scheduled for March 2005.

        Le Rêve is the concept of one of Wynn Resorts' principal stockholders and our Chairman of the Board, Stephen A. Wynn, who was Chairman of the Board, President and Chief Executive Officer of Mirage Resorts, Incorporated and its predecessor from 1973 to 2000. In that role, he was responsible for the development of Bellagio, The Mirage, Treasure Island at The Mirage and the Golden Nugget—Las Vegas in Las Vegas, Nevada, as well as the Atlantic City Golden Nugget in New Jersey and Beau Rivage in Biloxi, Mississippi. We intend for Le Rêve to set a new standard of luxury and elegance for destination casino resorts in Las Vegas.

        Wynn Resorts' wholly owned subsidiary, Wynn Design & Development, LLC, together with Mr. Wynn, is designing Le Rêve. Wynn Design & Development will supervise construction of the resort. Many of the people on the Wynn Design & Development team worked with Mr. Wynn at Mirage Resorts to develop Bellagio and have extensive backgrounds in the development, construction and operation of major destination casino resorts.

        In addition to our development activities in Las Vegas, the government of the Macau Special Administrative Region of the People's Republic of China has awarded Wynn Resorts (Macau), S.A., a Wynn Resorts majority-owned subsidiary, a provisional concession to negotiate a concession agreement with the Macau government permitting the construction and operation of one or more casinos in Macau. If we can reach an agreement on terms


satisfactory to us and the Macau government, we will be one of only three companies to have an opportunity to conduct gaming operations in Macau.


Other Financing Transactions

        Concurrent with this offering, we expect that Wynn Resorts' wholly owned subsidiaries, Wynn Las Vegas, LLC, which will own and operate Le Rêve, and Wynn Las Vegas Capital Corp., referred to as Wynn Capital, will jointly offer $350 million in aggregate principal amount of second mortgage notes. We intend to use our existing cash and the net proceeds of the contemplated offering of the second mortgage notes, together with the net proceeds of this offering, approximately $747 million of borrowings under a $750 million revolving credit facility and $250 million under a delay draw term loan facility, facilities for which we have, through certain of our subsidiaries obtained commitments, and $150 million under a contemplated furniture, fixtures and equipment, or FF&E, facility, to develop and construct Le Rêve. We sometimes refer to the anticipated revolving credit facility and the anticipated delay draw term loan facility as the credit facilities. Consummation of this offering is conditioned on consummation of the offering of the second mortgage notes and on our entering into the agreements governing our credit facilities and contemplated FF&E facility.


Business and Marketing Strategy

2

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        A disbursement agreement will require us to satisfy specified conditions before we may use the proceeds of our credit facilities, the second mortgage notes and certain of the sources described above to fund construction costs.


Corporate Structure

        The following chart illustrates the organizational structure of our principal operations as they will stand upon the consummation of this offering, including giving effect to the contribution of the Valvino membership interests to Wynn Resorts. We designed this chart to depict the relationships between our various operations and our ownership interest in them. It does not contain all of our subsidiaries and, in some cases for presentation purposes, we have combined separate entities to indicate operational relationships. We have also indicated which principal entities initially will be borrowers, issuers, guarantors and restricted subsidiaries under the contemplated indenture governing the second mortgage notes and the contemplated credit facilities. All other entities, including Wynn Resorts, will not be guarantors and will not be subject to the covenants in the indenture governing the second mortgage notes and the credit facilities, except that Wynn Resorts will become a guarantor under these debt instruments, but not subject to their covenants, if it incurs, or becomes a guarantor on, other indebtedness.

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CHART

(1)
The shaded area shows the entities which will be issuers, guarantors or other restricted entities with respect to the second mortgage notes and borrowers and guarantors with respect to the revolving credit facility, delay draw term loan facility and the contemplated FF&E facility.
(2)
Includes a number of wholly owned and partially owned entities.
(3)
Includes a number of wholly owned subsidiary limited liability companies. These entities include Kevyn, LLC, Rambas Marketing Co., LLC, Toasty, LLC, and WorldWide Wynn, LLC.
(4)
Desert Inn Water Company, LLC is currently a wholly owned subsidiary of Valvino. Desert Inn Improvement Co. is and will remain a wholly owned subsidiary of Desert Inn Water Company, LLC. Desert Inn Water Company, LLC will become a wholly owned subsidiary of Wynn Resorts Holdings, LLC once approval of the Nevada Public Utilities Commission is obtained. This approval is expected to be separate from and subsequent to the Nevada Public Utilities Commission's approval of this offering. The Nevada Public Utilities Commission may not give its approval.

(5)
We will contribute $30 million of the net proceeds of this offering to Wynn Las Vegas, LLC to be held in a liquidity reserve account pledged to the lenders under our credit facilities and second mortgage note holders to secure Wynn Las Vegas' obligation to complete the project. Such funds will be applied to the costs of the project as the lenders under our credit facilities determine in accordance with the disbursement agreement.

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Issuer Information

        Wynn Resorts, Limited is a Nevada corporation. Before the closing of this offering, all of the members of Valvino Lamore, LLC, a Nevada limited liability company, will contribute their membership interests in Valvino to Wynn Resorts in exchange for shares of the common stock of Wynn Resorts. As a result, Valvino will become a wholly owned subsidiary of Wynn Resorts. Wynn Resorts' principal executive offices are located at 3145 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Wynn Resorts' telephone number is (702) 733-4444.


The Offering

Common stock offered by Wynn Resorts                     shares

Common stock to be outstanding after this offering
 
                  shares

Use of proceeds
 
We intend to use our existing cash and the net proceeds from this offering, along with the borrowings under our credit facilities and our contemplated FF&E facility and the net proceeds from the expected offering of the second mortgage notes, to develop and construct Le Rêve, a destination casino resort on the Las Vegas Strip which is expected to open in March 2005. As described below, $50 million of the proceeds from this offering will be contributed to a special purpose subsidiary and $30 million of the proceeds from this offering will be contributed to Wynn Las Vegas, LLC to be held in a separate account, in each case, pledged to the lenders under our credit facilities and our second mortgage note holders to secure our obligations to complete the project.

Listing
 
We intend to file an application to have Wynn Resorts' common stock approved for quotation on The Nasdaq Stock Market's National Market under the symbol "WYNN."

        Unless otherwise indicated, all share information in this prospectus is based on the number of shares outstanding as of                          , 2002 and excludes:

        One of our subsidiaries, a special purpose subsidiary formed to be bankruptcy-remote, will provide a $50 million completion guaranty to the lenders under our credit facilities and the second mortgage note holders in connection with the construction and opening of Le Rêve. We will contribute $50 million of the net proceeds of this offering to that subsidiary to support its obligations under the completion guaranty. These funds will be deposited into a collateral account to be held in cash or short-term highly-rated securities, and pledged to the lenders under our credit facilities and second mortgage note holders to secure the completion guaranty, to be applied to the costs of the project as the lenders under our credit facilities

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determine in accordance with the disbursement agreement. These funds will not be available to us until Le Rêve is completed and is opened, at which time any amounts then remaining in the account will be released to us.

        In addition, we will contribute $30 million of the net proceeds of this offering to Wynn Las Vegas to be held in a separate liquidity reserve account pledged to the lenders under our credit facilities and second mortgage note holders to secure Wynn Las Vegas' obligation to complete the project. Until the copletion and opening of Le Rêve, these funds may be applied to the costs of the project as the lenders under our credit facilities determine in accordance with the disbursement agreement. Following the opening of Le Rêve, these funds will be available to meet our working capital needs in connection with the operation of Le Rêve. We will not be able to use the remaining funds for any other purpose until Wynn Las Vegas has met prescribed cash flow tests for a full fiscal year after the opening of Le Rêve.

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RISK FACTORS

        The value of an investment in Wynn Resorts will be subject to significant risks inherent in our business. You should carefully consider the risks described below, together with all of the other information included in this prospectus, before purchasing Wynn Resorts' common stock. If any of the following risks and uncertainties actually occur, our business, financial condition or operating results could be harmed substantially. This could cause the trading price of Wynn Resorts' common stock to decline, perhaps significantly, and you may lose all or part of your investment in Wynn Resorts' common stock.

        Certain statements in "Risk Factors" constitute "forward-looking statements." Actual results could differ substantially from those projected in the forward-looking statements as a result of certain factors and uncertainties set forth below and elsewhere in this prospectus. See "Forward-Looking Statements."


Risks Associated with Our Construction

Although we have, or expect to have prior to the consummation of this offering, commitments in place for the financing of the Le Rêve project, there are significant conditions to the funding of that financing.

        Concurrent with the closing of our equity and debt offerings, we will enter into the agreements to govern our credit facilities. We also expect to enter into an agreement for an FF&E facility. However, because we have not yet obtained a commitment for the FF&E facility, the terms and conditions to funding of our anticipated FF&E facility are not yet known. The closings of our equity and debt offerings and our debt facilities will be conditioned on each other occurring.

        We intend to deposit all of the net proceeds from the offering of the second mortgage notes in a secured account pledged to the second mortgage note holders pursuant to an agreement with the trustee for the second mortgage note holders.

        Our ability to receive disbursements from time to time of the second mortgage note proceeds from the secured account and to borrow under our credit facilities will be, in addition to other customary conditions to funding for these types of facilities, subject to various conditions, including the following:

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        We expect that our FF&E facility will contain conditions to funding comparable to those appropriate to that type of facility.

        We cannot assure you that we will be able to satisfy the conditions to funding at the time disbursements or drawdowns are required to make payments of our construction costs. Satisfaction of various conditions is subject to the discretion of the lenders under our credit facilities and their consultants and is therefore out of our control.

        Under the terms of our disbursement agreement, we will be required to use the proceeds of Wynn Resorts' initial public offering before accessing the proceeds of the second mortgage note offering or borrowing under our credit facilities. We do not expect to request a disbursement of the second mortgage note proceeds from the secured account or to borrow under our credit facilities until approximately ten to twelve months after the closing of this offering. We cannot assure you that we will be able to satisfy the conditions to the release or drawdown of funds at that time or at any other time in the future when the release of the second mortgage note proceeds or drawdown of funds under our credit facilities or contemplated FF&E facility is needed. Our failure to satisfy the conditions to the release of the second mortgage note proceeds or drawdowns under our credit facilities or the contemplated FF&E facility could severely impact our ability to complete Le Rêve. If we fail to obtain the release of the second mortgage note proceeds or the drawdown of funds under our credit facilities or the contemplated FF&E facility, we may not have access to alternative sources of funds necessary to complete Le Rêve on satisfactory terms or not at all. If we are forced to resort to alternative sources of funds, it could impair our competitive position and reduce our future cash flows. Moreover, if we decide to seek additional equity capital as a funding alternative, the interests of Wynn Resorts' stockholders could be diluted.

        Our lenders have not yet approved our construction contracts, including the Marnell Corrao guaranteed maximum price construction contract covering approximately $902 million of the project's budgeted costs. The lenders under our credit facilities and our second mortgage note holders may seek to impose conditions on our ability to receive disbursements of the second mortgage note proceeds and to borrow under our credit facilities that are not consistent with our construction contracts, and may require additional negotiation of our construction contracts.

Development costs of Le Rêve are estimates only and actual development costs may be higher than expected.

        We expect the total development cost of Le Rêve to be approximately $2.4 billion, including the budgeted design and construction costs, cost of the land, capitalized interest, pre-opening expenses and all financing fees. The required cash interest payments and

9

commitment fees on our credit facilities, contemplated FF&E facility, second mortgage notes and any other indebtedness and obligations of ours which will become due through the fourth month following the estimated commencement date of operations of Le Rêve have been included in our estimate of the total development cost.

        Of the estimated $2.4 billion total development cost for Le Rêve, the design and construction costs are budgeted to be approximately $1.375 billion, including the cost of constructing the new golf course and principal parking garage. The $1.375 billion of budgeted design and construction costs does not include costs such as:

        While we believe that the overall budget for the development costs for Le Rêve is reasonable, these development costs of Le Rêve are estimates and the actual development costs may be higher than expected. Although we have a $32.1 million contingency to cover cost overruns, such contingency may not be sufficient to cover the full amount of such overruns. Moreover, our lenders may impose conditions on the use of this contingency. If this contingency is not sufficient to cover these costs, we may not have access to the funds required to pay these excess costs. Our inability to pay development costs as they are incurred will negatively affect our ability to complete Le Rêve and thus may significantly impair our business operations and prospects.

Not all of the construction costs of Le Rêve are covered by our guaranteed maximum price construction contract and we will be responsible for any cost overruns of these excluded items.

        We have entered into a guaranteed maximum price construction contract with Marnell Corrao covering approximately $902 million of the budgeted $1.375 billion design and construction costs, subject to increases based on, among other items, scope changes, to construct Le Rêve. We are responsible for cost overruns with respect to approximately $473 million of the $1.375 billion budgeted design and construction cost expenditures that are not part of the guaranteed maximum price contract, such as:

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        Neither the guaranteed maximum price nor the other provisions relating to cost overruns in the construction contract with Marnell Corrao will provide any safeguards against increased costs related to items not covered by that construction contract. While we may in the future enter into other agreements that may seek to limit our exposure to construction cost increases, the actual costs for these items may exceed budgeted costs.

        If the cost of the items described above exceeds the $473 million budget for those items, we may need to raise additional funding, which may not be available on satisfactory terms or at all, or we may choose to reduce the scope of the work and design components to reduce the costs of constructing the project.

We may have to provide allowances for improvements to retail tenants in excess of our budgeted amounts.

        We expect to lease approximately one-half of the retail shops at Le Rêve to third parties. We intend to provide some of our retail tenants an allowance for improvements as part of the lease arrangements. These construction costs and allowances are included in our design and construction budget for Le Rêve. Design and/or construction costs in excess of an allowance are intended to be the responsibility of the particular retail tenant. Nevertheless, if we are unable to successfully negotiate leases consistent within our design and construction budget, we may have to fund or construct, at our cost, additional improvements in connection with the leases relating to the space.

Not all plans and specifications regarding the design of Le Rêve are finalized.

        Although we have determined the overall scope and general design of Le Rêve, not all of the construction components that are the subject of the approximately $902 million guaranteed maximum price contract with Marnell Corrao have been finalized. The remainder of the construction budget covered by the guaranteed maximum price contract is based on master concept plans and agreed upon design and other premises and assumptions for the detailed plans to be created for the remaining components. Construction will commence before completion of all drawings and specifications.

        Specifically, as of the date of this prospectus, and with regard to a portion of the construction budget covered by the Marnell Corrao construction contract:

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        Due to the lack of final plans for substantial portions of the project, the construction contract does not require Marnell Corrao to adhere to specific cost limits on a line item basis. Rather, it only obligates Marnell Corrao to complete the construction within an overall guaranteed maximum price subject to certain general balancing and other requirements. Therefore, there is a risk that the funds earmarked for the guaranteed maximum price could be exhausted before substantial completion of the project should Marnell Corrao spend greater amounts on certain line items in the earlier stages of construction. In addition, the disbursement agreement and the credit facilities will contain balancing provisions requiring us to demonstrate, as a condition to every release or drawdown of funds, that we have sufficient funds available to cover all remaining construction costs, plus required contingency, in accordance with our construction budget. Accordingly, if Marnell Corrao spends greater amounts than anticipated in respect of any component of the work, we may be denied further access to the proceeds of the second mortgage notes and under our credit facilities.

The guaranteed maximum price under the Marnell Corrao construction contract may increase, and we would be responsible for the amount of any increase.

Increases due to changes in the scope of work and inconsistencies between final plans and premises and assumptions.

        The construction contract with Marnell Corrao provides that the guaranteed maximum price will be appropriately increased, and the deadline for completion of construction will be appropriately adjusted, on account of, among other circumstances:

        We will commence construction of Le Rêve before all plans and specifications will be completed. Delays in completing the remaining drawings and specifications could cause delays in the substantial completion of the work and, under specific circumstances, could defer the contractor's obligation to deliver the completed project by the scheduled completion date.

        Inconsistencies between the completed drawings and specifications and the premises and assumptions on which the approximately $902 million guaranteed maximum price was based, could, under specific circumstances, cause us to be responsible for costs in excess of the guaranteed maximum price. For example, if the initial drawings, when finalized, are inconsistent with the premises and assumptions, we will be responsible for the increase, if any, in the cost to construct the work covered by those drawings over the previously agreed upon amounts designated for such work in the guaranteed maximum price. Furthermore, the

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premises and assumptions may not be sufficiently specific to determine, as between the contractor and us, who is responsible for cost overruns in specific situations.

Increases due to allowance items and changes in the allocation of interior work.

        Approximately $32.1 million of the approximately $902 million guaranteed maximum price consists of allowances for additional items of the construction work that are in the earliest concept stages, and for which we will be responsible for any cost overruns. Drawings for the interior work on the project have not been finalized. If the cost to complete such interior work exceeds the budgeted amount therefor, such excess may not be covered by the quaranteed maximum price and, accordingly, we will be responsible for such excess costs.

        The guaranteed maximum price provides for an owner contingency of approximately $7.6 million to cover several items, including owner-created delays and owner-originated changes in the scope of work. We cannot assure you that the amount of the owner-contingency will be sufficient to cover any or all delays or changes in the scope of work. The guaranteed maximum price also reflects a credit of $18 million for the anticipated savings derived from the owner controlled insurance program on contractor and subcontractor insurance costs. While we have tried to anticipate the cost savings, we cannot be certain of the precise savings until the final audit is complete.

        Cost overruns could cause us to be out of "balance" under our debt facilities and, consequently, unable to obtain funds from the second mortgage note proceeds secured account or to draw down under our credit facilities. If we cannot obtain these funds, we will not be able to open Le Rêve to the general public on schedule or at all.

        When we finalize plans or specifications in the future, we may discover that we need to obtain additional funding, which may not be available on satisfactory terms or at all, or, subject to consent of our debt holders as required under the Disbursement Agreement, we may choose to reduce the scope of work and design components to reduce costs of the work.

The liquidated damages provision in our guaranteed maximum price construction contract may not be sufficient to protect us against exposure to actual damages we may suffer for delay in completion of the project.

        Under the construction contract, the guaranteed date of substantial completion is 910 calendar days from the date we direct Marnell Corrao by written notice to commence construction. The contract provides for liquidated damages in the amount of $300,000 per day to be imposed on Marnell Corrao on a daily basis if all work required by the construction contract is not substantially completed by the deadline, following a five-day grace period and subject to force majeure and other permitted extensions. The liquidated damages for delay in the completion of construction are limited to a maximum amount of $9 million. We cannot assure you that construction will be completed on schedule and, if completion of the construction is delayed beyond the grace period, our actual damages may exceed $9 million, or 30 days of delay. Our credit facilities require us to obtain delay liquidated damages insurance to supplement the delay damages payable by Marnell Corrao. We cannot assure you that we will be able to obtain a liquidated damages insurance policy. If we do not obtain this insurance policy, we will not be able to obtain funds from the second mortgage note proceeds secured account or to draw down under our credit facilities. Moreover even we if we are able to obtain liquidated damages insurance, we cannot assure you that we will be able to obtain the insurance proceeds on a timely basis to pay our costs as they are incurred. In addition, if the contractor defaults under the construction contract, we may be unable to complete Le Rêve on schedule or within the amount budgeted. Failure to complete construction on schedule may have a significant negative impact on our operations.

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The financial resources of our contractor may be insufficient to fund cost overruns or liquidated damages for which it is responsible under the guaranteed maximum price contract.

        Under the terms of the construction contract with Marnell Corrao, Marnell Corrao is, subject to specific conditions and limitations, responsible for all construction costs covered by the construction contract that exceed the approximately $902 million guaranteed maximum price contained in the contract.

        As noted above, the contract also provides for liquidated damages in the amount of $300,000 per day to be imposed on the contractor on a daily basis if the work required by the construction contract is not substantially completed by the deadline, following a five-day grace period and subject to force majeure and other permitted extensions. The liquidated damages for delay in the completion of construction are limited to a maximum amount of $9 million.

        Austi, the parent company of the contractor, which is a private company controlled by the Anthony A. Marnell II family, has agreed to provide a continuing guaranty by which Austi guarantees Marnell Corrao's full performance under the construction contract until final payment under that contract. In addition, Marnell Corrao is obligated to obtain and provide a $150 million contractor performance and payment bond.

        We cannot assure you that Marnell Corrao and Austi will have sufficient financial resources to fund any cost overruns or liquidated damages for which Marnell Corrao is responsible under the guaranteed maximum price contract. Furthermore, neither Marnell Corrao nor Austi is contractually obligated to maintain their financial resources to cover cost overruns. If Marnell Corrao and Austi do not have the resources to meet their obligations and we are unable to obtain funds under the performance and payment bond in a timely manner, or if the performance and payment bond is insufficient to cover any shortfall, we may need to pay these excess costs in order to complete construction of Le Rêve. This may require us to raise additional funding, which may not be available on satisfactory terms or at all. If we seek additional equity capital as a funding alternative, the interests of Wynn Resorts' stockholders could be diluted.

Certain provisions in our construction contract that we have entered into may be unenforceable.

        Recently enacted Nevada statutes have substantially impaired, and in some cases eliminated, an owner's ability to withhold funds from a contractor or subcontractor, even when there may be defective work or a dispute about amounts owed. The new laws also limit an owner's ability to terminate, suspend or interrupt the construction, and in several circumstances, entitle the contractor and subcontractor to payment of their full unearned fee, following a brief notice period, if the owner suspends, terminates or interrupts the construction or fails to make payment or withholds amounts claimed to be due. The construction contract with Marnell Corrao contains provisions that provide us with rights and protections that in some circumstances may be inconsistent with these new laws. While it appears that some of the new laws can be waived, others expressly prohibit waiver. The effect of the new laws on the provisions of the construction contract is not completely clear. Therefore, while we have negotiated with Marnell Corrao for specific rights and obligations, including with respect to damages, termination and suspension of construction, those provisions of the construction contract may not be enforceable to the extent they conflict with non-waivable provisions of applicable laws. If the provisions of the construction contract are not enforceable, delays or suspensions in the work initiated by the owner or other events may

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expose us to increased costs. We cannot assure you that we will have sufficient funds to pay these increased costs.

There are significant risks associated with major construction projects that may prevent completion of Le Rêve on budget and on schedule.

        Major construction projects of the scope and scale of Le Rêve entail significant risks, including:

        Construction, equipment or staffing problems or difficulties in obtaining any of the requisite licenses, permits, allocations and authorizations from regulatory authorities could increase the total cost, delay or prevent the construction or opening or otherwise affect the design and features of Le Rêve.

        We anticipate that only some of the subcontractors engaged by the contractor to perform work and/or supply materials in connection with the construction of Le Rêve will post bonds guaranteeing timely completion of a subcontractor's work and payment for all of such subcontractor's labor and materials. We cannot assure you that these bonds will be adequate to ensure completion of the work.

        We cannot assure you that Le Rêve will commence operations on schedule or that construction costs for Le Rêve will not exceed budgeted amounts. Failure to complete Le Rêve on budget or on schedule may have a significant negative effect on us.


Risks Related to Our Substantial Indebtedness

We are highly leveraged and future cash flow may not be sufficient to meet our obligations, and we might have difficulty obtaining more financing.

        As we progress toward the completion of the construction of Le Rêve, we will have a substantial amount of consolidated debt in relation to our equity, which debt will increase during the construction period. Concurrent with the closing of this offering, we expect to enter, through our subsidiary Wynn Las Vegas, into two credit facilities, a revolving credit facility in a maximum principal amount of $750 million and a delay draw term loan facility in a maximum principal amount of $250 million. We also expect that Wynn Las Vegas and Wynn Capital will issue an aggregate principal amount of approximately $350 million of second mortgage notes. Through another subsidiary, we have assumed indebtedness of approximately $28.5 million under financing arrangements in connection with our acquisition of World Travel, LLC, the owner of our corporate jet, from Mr. Wynn. We also expect to enter, through our subsidiary Wynn Las Vegas, LLC, into an agreement for an FF&E facility in a maximum principal amount of $150 million. However, because we have not yet obtained a commitment for the FF&E facility, the terms of the anticipated FF&E facility are not yet known. We anticipate that we will draw down approximately $747 million under the revolving credit facility and the full amount of the delay draw term loan facility to fund the construction, development, equipping and opening of Le Rêve and, therefore, by the time Le Rêve is

15

complete, we expect to have total outstanding indebtedness in an aggregate principal amount of approximately $1.53 billion.

        Our substantial indebtedness could have important consequences for you. For example:

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We have the right to incur additional indebtedness, which may exacerbate the risks described above.

        In addition to the undrawn amounts under the revolving facility, the terms of our credit facilities and our contemplated FF&E facility and the indenture governing the second mortgage notes will permit us or our subsidiaries to incur additional indebtedness, subject to the limitations imposed by the covenants in those documents. If our existing and contemplated levels of indebtedness increase, the related risks will increase correspondingly. Furthermore, although Wynn Resorts will not be a guarantor and will not be subject to the covenants in the second mortgage notes and the credit facilities, it will become a guarantor under, but will not be subject to the covenants of, the second mortgage notes and the credit facilities if it incurs, or becomes a guarantor on, other indebtedness. In addition, if we proceed to develop our opportunity in Macau and build and operate one or more casinos there, our foreign subsidiaries might need to incur additional indebtedness to fund the related development, design and construction costs. We cannot predict the terms and conditions that might apply to that indebtedness.

After Le Rêve opens, we may not generate sufficient cash flow to meet our substantial debt service obligations.

        After Le Rêve opens, our ability to make interest payments under our credit facilities, our contemplated FF&E facility, the second mortgage notes and other indebtedness will depend on our ability to generate sufficient cash flow from operations. We cannot assure you that we will begin operations by the scheduled opening date or at all, or that we will be able to generate sufficient cash flow to meet our expenses, including our debt service requirements. Our ability to generate cash flow will depend upon many factors, including:

        Some of these factors are beyond our control. If we fail to generate sufficient cash flow from future operations to meet our debt service obligations, we may need to refinance all or a portion of our indebtedness or obtain additional financing in order to meet our obligations with respect to our indebtedness. We cannot assure you that we will be able to refinance any of our indebtedness or obtain additional financing on satisfactory terms or at all, particularly because of our anticipated high levels of debt and the debt and lien incurrence restrictions imposed by the agreements governing our debt. See "—Risks Associated with New Operations—Le Rêve has no operating history." If we fail to pay our debt service obligations, we will be in default under our indebtedness and our lenders will have the right to accelerate our indebtedness and exercise other rights and remedies against us.

Our indebtedness will be secured by a substantial portion of our assets.

        Subject to applicable laws, including gaming laws, and certain agreed upon exceptions, we expect that our debt facilities will be secured by liens on substantially all of the assets of our subsidiaries that are necessary to develop, construct and operate Le Rêve.

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        We expect that the contemplated FF&E facility will be secured by specific fixed assets financed by that facility, including gaming equipment and devices such as slot machines. Our subsidiaries' indebtedness with respect to our corporate jet will be secured by the jet.

        In the event of a default by us or any of our subsidiaries under the financiang document, or if we or certain of our subsidiaries experience insolvency, liquidation, dissolution or reorganization, the holders of indebtedness under our credit facilities, our contemplated FF&E facility, the indenture governing the second mortgage notes and any other secured debt instruments would be entitled to payment from their collateral security, and holders of the unsecured debt of both us and our subsidiaries, if any, would then be entitled to payment in full from our remaining assets before distributions, if any, were made to Wynn Resorts' stockholders.

Our credit facilities and the indenture governing the second mortgage notes will contain covenants that will restrict our specified affiliates' ability to engage in certain transactions and may impair our ability to respond to changing business and economic conditions.

        The credit facilities and the indenture governing the second mortgage notes will impose operating and financial restrictions on Wynn Resorts Holdings, Wynn Las Vegas and specified affiliates designated as restricted entities under our credit documentation and the indenture governing our second mortgage notes. The restrictions that will be imposed under the credit facilities and/or the indenture will include, among other things, limitations on the restricted entities' ability to:

        We anticipate that our contemplated FF&E facility will have a number of customary covenants for that type of facility. In addition, the credit facilities will require the restricted entities to satisfy various financial covenants, including maximum total leverage, minimum fixed charge coverage, minimum earnings before interest, tax, depreciation and amortization and minimum net worth requirements. The restricted entities' ability to comply with these provisions may be affected by general economic conditions, industry conditions, other events beyond our control and delayed completion of Le Rêve. As a result, we cannot assure you that we will be able to comply with these covenants. If the restricted entities fail to comply with a financial covenant or other restriction contained in the credit facilities, the indenture governing the second mortgage notes, the contemplated FF&E facility or any future financing agreements, an event of default could occur. An event of default could result in the acceleration of some or all of our indebtedness and the inability to borrow additional funds under the credit facilities and the contemplated FF&E facility. We would not have, and are not certain that we would be able to obtain, sufficient funds to repay our indebtedness if it is accelerated. These events could occur before or after completion of Le Rêve. If these events occurred before completion of Le Rêve, they would have a substantial negative impact on our ability to complete construction in accordance with our schedule or at all.

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Risks Associated with New Operations

        We were formed principally to develop and operate Le Rêve. Le Rêve will be a new development and has no history of operations. Upon beginning operations, we will generate significant gaming receivables as a result of extending credit to our credit customers. These payments likely will be delayed, which will reduce our cash flow until the payment cycle is established. We cannot assure you that we will be able to attract a sufficient number of hotel guests, gaming customers and other visitors to Le Rêve to make its operations profitable, either independently or as a whole.

        Le Rêve's operations will be subject to the significant business, economic, regulatory and competitive uncertainties and contingencies frequently encountered by new businesses in competitive environments, many of which are beyond our control. Because we have no operating history, it may be more difficult for us to prepare for and respond to these types of risks and the risks described elsewhere in this prospectus than for a company with an established business and operating cash flow. If we are not able to manage these risks successfully, it could negatively impact our operations.

        We intend to lease approximately one-half of the retail space and enter into restaurant management agreements with respect to one or more of the restaurants in Le Rêve. We have, or currently are negotiating, letters of intent with certain well-known national retailers and restaurant operators. These letters of intent may not result in binding agreements between us and any retailers or restaurant operators, as the case may be. Furthermore, we may not be able to obtain the number or quality of retail tenants or restaurant operators for the retail and restaurant portions of Le Rêve that currently are planned. If we do not obtain tenants and operators in sufficient number or of sufficient quality, it could impair the competitive position of Le Rêve and affect our operating performance.

        The opening and operation of Le Rêve will be contingent upon the receipt of all regulatory licenses, permits, approvals, registrations, findings of suitability, orders and authorizations from the Nevada gaming and other governmental authorities, including findings of suitability with regard to our direct and indirect principal stockholders. See "—General Risks Associated with Our Business—Le Rêve is subject to extensive state and local regulation, and licensing and gaming authorities have significant control over our operations, which could have a negative effect on our business." The scope of approvals required to open Le Rêve is extensive and failure to obtain or maintain such approvals could prevent or delay the completion or opening of all or part of Le Rêve, or otherwise affect the design and features of Le Rêve and could materially and adversely affect our financial position and results of operations.

We will need to recruit a substantial number of new employees before Le Rêve opens and our employees may seek unionization.

        We will need to recruit a substantial number of new employees before Le Rêve opens and our employees may seek union representation. We cannot be certain that we will be able to recruit a sufficient number of qualified employees. Currently, Valvino is a party to five collective bargaining agreements with four different unions, which it assumed in connection with the acquisition of the Desert Inn Resort & Casino. All of these agreements will expire before the scheduled opening of Le Rêve. However, the unions may seek to organize the workers at Le Rêve or claim that the agreements assumed in connection with Valvino's acquisition of the Desert Inn Resort & Casino obligate us to enter into negotiations with one

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or more of the unions to represent the workers at Le Rêve. Unionization or pressure to unionize could increase our labor costs.


General Risks Associated with Our Business

Our casino, hotel, convention, retail and other facilities face intense competition.

        Casino/Hotel Competition.    The casino/hotel industry is highly competitive. Resorts located on or near the Las Vegas Strip compete with other Las Vegas Strip hotels and with other hotel casinos in Las Vegas on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment, theme and size. Le Rêve also will compete with a large number of other hotels and motels located in and near Las Vegas, as well as other resort destinations. Many of our competitors are subsidiaries or divisions of large public companies and may have greater financial and other resources than us.

        According to the Las Vegas Convention and Visitors Authority, there were approximately 94,277 hotel rooms on or around the Las Vegas Strip as of December 31, 2001. Competitors of Le Rêve will include resorts on the Las Vegas Strip, among which are Bally's Las Vegas, Bellagio, Caesars Palace, Harrah's Las Vegas Hotel and Casino, Luxor Hotel and Casino, Mandalay Bay Resort & Casino, MGM Grand Hotel and Casino, The Mirage, Monte Carlo Hotel and Casino, New York-New York Hotel and Casino, Paris Las Vegas, Treasure Island at The Mirage and The Venetian, and resorts off the Las Vegas Strip, such as Las Vegas Hilton and Rio All-Suite Hotel & Casino. The Venetian has begun an expansion anticipated to consist of an approximately 1,000-room hotel tower on top of the resort's existing parking garage and approximately 150,000 square feet of additional meeting and conference space. The Venetian's expansion is expected to be completed by June 2003. In addition, Mandalay Bay Resort & Casino has announced that it will begin construction of a 1,122-room, all-suite tower connected to the current hotel casino resort in September 2002, with an expected opening date of October 2003. Mandalay Bay Resort & Casino also is expected to open a new convention and meeting complex in January 2003, and Caesars Palace is currently constructing an approximately 4,000-seat performing arts "Colosseum," which is scheduled to be completed in the first quarter of 2003.

        The construction and expansion of these properties during the time that Le Rêve is being constructed may affect the availability of construction labor and supplies, resulting in increased costs. We cannot assure you that the Las Vegas market will continue to grow or that hotel casino resorts will continue to be popular. A decline or leveling off of the growth or popularity of hotel casino resorts or the appeal of the features offered by Le Rêve would impair our financial condition and future results of operations.

        As noted elsewhere in this prospectus, Le Rêve will be different from many other Las Vegas resorts in that it will not focus on a highly themed experience. Instead, Le Rêve will offer an environment having a sophisticated, casually elegant ambiance. Le Rêve's environment may not appeal to customers. In addition, customer preferences and trends can change, often without warning, and we may not be able to predict or respond to changes in customer preferences in time to adapt Le Rêve and the attractions and amenities it offers to address new trends.

        Retail Competition.    Retail shops in Le Rêve will compete with retail malls in or near Las Vegas, including the Fashion Show Mall, which currently is undergoing a substantial remodeling and expansion, retail stores at Bellagio, The Forum Shops at Caesars Palace, The Grand Canal Shoppes at The Venetian, the Desert Passage at Aladdin Resort & Casino and other retailers in resorts on the Las Vegas Strip, all of which may attract customers away from Le Rêve's retail shops.

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        Other Competition.    Le Rêve will also compete, to some extent, with other hotel/casino facilities in Nevada and in Atlantic City, with riverboat gaming facilities in other states, with hotel/casino facilities elsewhere in the world, with state lotteries and with Internet gaming. In addition, certain states recently have legalized, and others may or are likely to legalize, casino gaming in specific areas. Passage of the Tribal Government Gaming and Economic Self-Sufficiency Act in 1988 has led to rapid increases in Native American gaming operations. Also, in March 2000, California voters approved an amendment to the California Constitution, allowing federally recognized Native American tribes to conduct and operate slot machines, lottery games and banked and percentage card games on Native American land in California and in accordance with federal law. These gambling activities are permitted if (1) the governor of California and a Native American tribe reach an agreement on a compact, (2) the California legislature ratifies the compact and (3) the federal government approves the compact. The governor, the legislature and the federal government have approved many compacts. As a result, casino-style gaming is now legal on many tribal lands in California. The proliferation of Native American gaming in California could have a negative impact on our operations. The proliferation of gaming activities in other areas could significantly harm our business as well. In particular, the legalization of casino gaming in or near metropolitan areas, such as New York, Los Angeles, San Francisco and Boston, from which we intend to attract customers, could have a substantial negative effect on our business. See "Business—Gaming Market and Competition."

Because we may be entirely dependent upon one property for all of our cash flow, we will be subject to greater risks than a gaming company that is more geographically or otherwise diversified.

        If we do not develop the Macau opportunity, we do not expect to have material assets or operations other than Le Rêve for the foreseeable future. As a result, we will be entirely dependent upon Le Rêve for all of our cash flow. Although we own a parcel of approximately 20 acres of land located next to Le Rêve along Las Vegas Boulevard and the Le Rêve golf course land that will be available for future development should they be released from the liens under our credit facilities and second mortgage notes, we currently have no plans to develop these parcels. We will be subject to greater degrees of risk than a gaming company that is more geographically or otherwise diverse. The risks to which we will have a greater degree of exposure include the following:

        Any of the factors outlined above could negatively affect our ability to generate sufficient cash flow to make payments on the second mortgage notes pursuant to the indenture, on

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borrowings under the credit facilities or the contemplated FF&E facility or with respect to our other debt.

Terrorism and the uncertainty of war, as well as other factors affecting discretionary consumer spending, may harm our operating results.

        The strength and profitability of our business will depend on consumer demand for hotel casino resorts in general and for the type of luxury amenities Le Rêve will offer. Changes in consumer preferences or discretionary consumer spending could harm our business. The terrorist attacks of September 11, 2001, and ongoing terrorist and war activities in the United States and elsewhere, have had a negative impact on travel and leisure expenditures, including lodging, gaming and tourism. We cannot predict the extent to which the events of September 11 may continue to affect us, directly or indirectly, in the future. An extended period of reduced discretionary spending and/or disruptions or declines in airline travel and business conventions could significantly harm our operations. In particular, because we expect that our business will rely heavily upon high-end credit customers, particularly international customers, factors resulting in a decreased propensity to travel internationally, like the terrorist attacks of September 11, could have a negative impact on our operations.

        In addition to fears of war and future acts of terrorism, other factors affecting discretionary consumer spending, including general economic conditions, disposable consumer income, fears of recession and consumer confidence in the economy, may negatively impact our business. Negative changes in factors affecting discretionary spending could reduce customer demand for the products and services we will offer, thus imposing practical limits on pricing and harming our operations.

        Also, the terrorist attacks of September 11 have substantially affected the availability of insurance coverage for certain types of damages or occurrences. While we have obtained limited insurance coverage with respect to occurrences of terrorist acts and any losses that could result from these acts for the next year, we may not be able to obtain like insurance for later periods. The lack of sufficient insurance for these types of acts could expose us to heavy losses in the event that any damages occur, directly or indirectly, as a result of terrorist attacks and have a significant negative impact on our operations.

Le Rêve is subject to extensive state and local regulation and licensing and gaming authorities have significant control over our operations, which could have a negative effect on our business.

        The opening and operation of Le Rêve will be contingent upon our receipt and maintenance of all regulatory licenses, permits, approvals, registrations, findings of suitability, orders and authorizations. The laws, regulations and ordinances requiring these licenses, permits and other approvals generally relate to the responsibility, financial stability and character of the owners and managers of gaming operations, as well as persons financially interested or involved in gaming operations. The scope of the approvals required to open and operate a facility are extensive. Failure to obtain or maintain the necessary approvals could prevent or delay the completion or opening of all or part of the facility or otherwise affect the design and features of Le Rêve. We do not currently hold any state and local licenses and related approvals necessary to conduct our planned gaming operations and we cannot be certain that we will obtain at all, or on a timely basis, all required approvals and licenses. Failure to obtain or maintain any of the required gaming approvals and licenses could significantly impair our financial position and results of operations.

        The Nevada Gaming Commission may, in its discretion, require the holder of any securities we issue, including the common stock sold pursuant to this prospectus, to file

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applications, be investigated and be found suitable to own Wynn Resorts' securities if it has reason to believe that the security ownership would be inconsistent with the declared policies of the State of Nevada.

        Nevada regulatory authorities have broad powers to request detailed financial and other information, to limit, condition, suspend or revoke a registration, gaming license or related approval and to approve changes in our operations. Substantial fines or forfeiture of assets for violations of gaming laws or regulations may be levied. The suspension or revocation of any license which may be granted to us or the levy of substantial fines or forfeiture of assets could significantly harm our business, financial condition and results of operations. Furthermore, compliance costs associated with gaming laws, regulations and licenses are significant. Any change in the laws, regulations or licenses applicable to our business or a violation of any current or future laws or regulations applicable to our business or gaming license could require us to make substantial expenditures or could otherwise negatively affect our gaming operations.

        Wynn Resorts' articles of incorporation will provide that, to the extent a gaming authority makes a determination of unsuitability or to the extent deemed necessary or advisable by the board of directors, Wynn Resorts may redeem shares of its capital stock or other interests in its securities that are owned or controlled by an unsuitable person or its affiliates. The redemption price will be the amount, if any, required by the gaming authority or, if the gaming authority does not determine the price, the sum deemed reasonable by Wynn Resorts. If Wynn Resorts determines the redemption price, the redemption price will be capped at the closing price of the shares on the principal national securities exchange on which the shares are listed on the trading date on the day before the redemption notice is given. If the shares are not listed on a national securities exchange, the redemption price will be capped at the closing sale price of the shares, or if the closing price is not reported, the mean of the bid and asked prices, as quoted on the Nasdaq stock market or another generally recognized reporting system. The redemption price may be paid in cash, by promissory note, or both, as required, and pursuant to the terms established by, the applicable gaming authority and, if not, as Wynn Resorts elects.

        Kazuo Okada is the owner of a controlling interest in Aruze Corp., the parent company of Aruze USA, Inc., referred to as Aruze USA, which, immediately before the closing of this offering, will own 47.431% of Wynn Resorts' common stock. Under Nevada gaming regulations, any beneficial owner of more than 10% of Aruze Corp.'s voting securities must be licensed or found suitable, including Kazuo Okada and his son, Tomohiro Okada. Kazuo Okada is currently licensed by the Nevada Gaming Commission to own the shares of Universal Distributing of Nevada, Inc., referred to as Universal Distributing, a gaming machine manufacturer and distributor. Kazuo Okada and his son previously sought approval from the Nevada Gaming Commission in connection with the proposed transfer of Universal Distributing to Aruze Corp. In connection with this application, the Nevada State Gaming Control Board raised certain concerns, including transactions which were then the subject of a pending tax case in Japan which involved Universal Distributing, Aruze Corp. and other related parties. The pursuit of this proposed transfer of Universal Distributing was deferred pending resolution of the Japanese tax case. The lower court in the Japanese tax case ruled in Aruze Corp.'s favor, but the Japanese tax authority has filed an appeal. It is unclear whether or how these events will affect the Nevada Gaming Commission's consideration of suitability with respect to Aruze USA's ownership of Wynn Resorts' stock.

        Aruze Corp. has informed us that there are a number of outstanding issues in the investigation of the proposed transfer of Universal Distributing including issues relating to the transactions involved in the above-described tax proceeding. These issues, if not satisfactorily

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resolved, could result in the denial of the application. No formal action of any kind has been taken by the Nevada State Gaming Control Board or the Nevada Gaming Commission in connection with these issues. If either of these bodies was to act adversely with respect to the pending proceeding involving Universal Distributing, that decision could adversely affect an application filed by Aruze USA, Aruze Corp., Kazuo Okada or Tomohiro Okada in respect of Wynn Resorts.

        Mr. Wynn, Kazuo Okada, Aruze USA, Aruze Corp. and Wynn Resorts have entered into arrangements which provide that if any gaming application of Aruze USA, Aruze Corp. or Kazuo Okada concerning Aruze USA's ownership of Wynn Resorts' stock is denied by Nevada gaming authorities or requested to be withdrawn or is not filed within 90 days after the filing of Wynn Resorts' application, Mr. Wynn may elect to purchase the shares owned by Aruze USA in Wynn Resorts. Mr. Wynn may pay this purchase price with a promissory note. If Mr. Wynn chooses not to exercise his right to purchase the shares, Wynn Resorts has the right to require him to purchase the shares, including with a promissory note. The prior buy-out arrangements under the Valvino operating agreement and under the stockholders agreement between Mr. Wynn, Aruze USA and Baron Asset Fund were terminated upon the effectiveness of the new agreement. See "Certain Relationships and Related Party Transactions—Stockholders Agreement" and "—Buy-Out of Aruze USA Stock."

        As described above, if Wynn Resorts, pursuant to its articles of incorporation, or Mr. Wynn, pursuant to the buy-out agreement described above, purchases the shares of Wynn Resorts' stock held by an unsuitable person or its affiliate, including Aruze USA, Wynn Resorts and/or Mr. Wynn may, in lieu of immediate payment of the purchase price, issue a promissory note. However, if the Nevada Gaming Commission were to find the unsuitable person or its affiliate unsuitable to own the voting securities of Wynn Resorts, it could also determine that the person is unsuitable to hold a promissory note for the purchase of such voting securities by Wynn Resorts or Mr. Wynn, and could determine not to approve the issuance of the promissory note to the unsuitable person or its affiliate. In such event, the Nevada Gaming Commission could order the unsuitable person or its affiliate to dispose of its voting securities within a prescribed period of time that may or may not be a sufficient period of time to dispose of the securities in an orderly manner. Depending upon the period of time for disposition required by the Nevada Gaming Commission, this could have a negative effect on the price of the stock of Wynn Resorts. In the event that the unsuitable person or its affiliate is unable or fails to dispose of its voting securities within the prescribed period of time, or if Wynn Resorts fails to pursue all lawful efforts to require the unsuitable person or its affiliate to relinquish its voting securities, including, if necessary, the immediate purchase of the voting securities for cash at fair market value, the Nevada Gaming Commission could determine that Wynn Resorts was unsuitable or could take disciplinary action against Wynn Resorts. Disciplinary action could result in the limitation, conditioning, suspension or revocation of any approvals or gaming licenses held by Wynn Resorts and/or the imposition of a significant monetary fine against Wynn Resorts. Any such disciplinary action could significantly impair our operations.

Our business will rely on high-end, international customers to whom we may extend credit, and we may not be able to collect gaming receivables from our credit players.

        We expect that a significant portion of our table game revenue will be attributable to the play of a limited number of international customers. The loss or a reduction in the play of the most significant of these customers could have a substantial negative effect on our future operating results. A downturn in economic conditions in the countries in which these customers reside could cause a reduction in the frequency of visits and revenue generated by these customers.

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        We will conduct our gaming activities on a credit as well as a cash basis. This credit will be unsecured. Table games players typically will be extended more credit than slot players, and high-stakes players typically will be extended more credit than patrons who tend to wager lower amounts. High-end gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have a positive or negative impact on cash flow and earnings in a particular quarter.

        In addition, the collectibility of receivables from international customers could be negatively affected by future business or economic trends or by significant events in the countries in which these customers reside. We will extend credit to those customers whose level of play and financial resources warrant, in the opinion of management, an extension of credit.

        While gaming debts evidenced by a credit instrument, including what is commonly referred to as a "marker," and judgments on gaming debts are enforceable under the current laws of Nevada, and judgments on gaming debts are enforceable in all states under the Full Faith and Credit Clause of the United States Constitution, other states may determine that direct enforcement of gaming debts is against public policy. Although courts of some foreign nations will enforce gaming debts directly and the assets in the United States of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts are not binding on the courts of many foreign nations. We cannot assure you that we will be able to collect the full amount of gaming debts owed to us, even in jurisdictions that enforce gaming debts. Our inability to collect gaming debts could have a significant negative impact on our operating results.

Because we own real property, we are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities.

        We have incurred costs and expended funds to comply with environmental requirements, such as those relating to discharges to air, water and land, the handling and disposal of solid and hazardous waste and the cleanup of properties affected by hazardous substances. Under these and other environmental requirements, we, as the owner of the property on which Le Rêve is situated, may be required to investigate and clean up hazardous or toxic substances or chemical releases at that property. As an owner or operator, we could also be held responsible to a governmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with the contamination.

        These laws typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to rent or otherwise use our property.

        We believe that we have remediated all material environmental risks of which we are currently aware at the hotel site and on the existing golf course. However, in connection with constructing the new golf course, which will require significant grading, we may discover unforeseen environmental risks which we will need to incur costs to remediate. In addition, we will incur costs associated with asbestos removal from an existing office building in the event we decide to develop the 20-acre parcel of land located north of Le Rêve along Las Vegas Boulevard that will be available for future development should it be released from the liens under our credit facilities and the second mortgage notes. We may be required to incur

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significant costs to remediate these or other environmental hazards or to mitigate environmental risks.

The loss of management and other key personnel could significantly harm our business.

        Our ability to maintain our competitive position is dependent to a large degree on the efforts and skills of our senior management team, including Stephen A. Wynn, the Chairman of the Board and one of the principal stockholders of Wynn Resorts. Although we plan to enter into employment agreements with some of our senior executives, including Stephen A. Wynn, Marc D. Schorr, Kenneth R. Wynn, John Strzemp, DeRuyter O. Butler and Marc H. Rubinstein, we cannot guarantee that these individuals will remain with us. If we lose the services of any members of our management team or other key personnel, or if they are unable to devote sufficient attention to our operations, our business may be significantly impaired. We cannot assure you that we will be able to retain our existing senior management personnel or to attract additional qualified senior management personnel. See "Management."

        In addition, our officers, directors and certain key employees also will be required to file applications with the Nevada gaming authorities and may be required to be licensed or found suitable by the Nevada gaming authorities. If the Nevada gaming authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. Furthermore, the Nevada Gaming Commission may require us to terminate the employment of any person who refuses to file appropriate applications. Either result could significantly impair our gaming operations.

        Until construction of Le Rêve is close to completion, we do not believe that we will require extensive operational management. Accordingly, we have kept and intend to keep our permanent staff at relatively low levels. We will be required to undertake a major recruiting and training program before Le Rêve opens. While we believe that we will be able to attract and retain a sufficient number of qualified individuals to operate Le Rêve on acceptable terms, the pool of experienced gaming and other personnel is limited and competition to recruit and retain gaming and other personnel is likely to intensify as more hotel casinos are opened. We cannot assure you that these employees will be available to us.

We will be subject to regulatory control by the Public Utilities Commission of Nevada.

        Desert Inn Improvement Co., a subsidiary of Wynn Resorts and its subsidiary, Desert Inn Water Company, provides water service to the existing office building on the site of the former Desert Inn Resort & Casino and the remaining homes around the Desert Inn golf course. As a result, Desert Inn Improvement Co. is a public utility under Nevada law. The public utility status of Desert Inn Improvement Co. will impose regulatory restrictions on us. For example, if we decide to make changes to our ownership structure, such as in a merger or acquisition transaction or a significant stock issuance, or a sale of Aruze USA's shares of Wynn Resorts' common stock in the event that Aruze USA is found to be unsuitable to own such stock, we will likely be required to obtain the prior approval of the Public Utilities Commission of Nevada. We will also be required to obtain the prior approval of the Public Utilities Commission of Nevada to transfer ownership of Desert Inn Water Company to Wynn Resorts Holdings. We cannot assure you that these regulatory requirements will not delay or prevent us from entering into transactions or operating our business in a manner that might be beneficial to our stockholders.

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The golf course land may be subject to restrictions which could prevent us from constructing the new golf course in accordance with our current plans and may inhibit future development of that land.

        We intend to construct the new golf course on a 137-acre parcel of land located behind the hotel. Valvino acquired a portion of this parcel in connection with our purchase of the Desert Inn Resort & Casino and acquired the remainder when it purchased the residential lots located in the interior of, and some, but not all, of the lots around the former Desert Inn golf course. The residential lots, previously known as the Desert Inn Country Club Estates, were subject to various conditions, covenants and restrictions recorded against the lots in 1956 and amended from time to time since then. We believe that these conditions, covenants and restrictions were terminated in accordance with Nevada law in June 2001. However, some of the remaining homeowners have brought a lawsuit against Valvino challenging, among other things, the termination of the covenants, conditions and restrictions. If the plaintiffs prevail on their claims and the conditions, covenants and restrictions remain in effect, we may have to adjust our current plans for the construction of the golf course by redesigning some of the holes located on the periphery of the course.

        In addition, at least two of the homeowners have alleged the existence of an equitable implied restriction prohibiting any alternative commercial development of the golf course. If the plaintiffs prevail on this claim, any future development of the golf course parcel for an alternative use may be restricted. Valvino is vigorously contesting the homeowners' claims and will continue to do so. See "Business—Legal Proceedings."

Risks Associated with our Macau Opportunity

We may not be able to construct and operate casinos in Macau.

        Currently, we are negotiating a concession agreement with the Macau government that would permit us to construct and operate one or more casinos in Macau. This opportunity is highly contingent because, among other things, we must first:

        Moreover, we would need to obtain the necessary financing to fund the development, design and construction of any casino or casinos in Macau. We contemplate that this financing would involve incurring indebtedness or offering equity in our foreign subsidiaries. We cannot assure you that we would be able to obtain this financing on acceptable terms or at all. As a result of these factors, you should not rely on the potential opportunity to build one or more casinos in Macau in deciding to purchase our securities.

If we build and operate one or more casinos in Macau, we will be subject to considerable risks, including risks related to Macau's untested regulatory scheme.

        If we are able and decide to open one or more casinos in Macau, our operations will be subject to unique risks, including risks related to Macau's untested regulatory scheme. In light of the untested regulatory regime, we may need to develop new operating procedures which

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are different from those used in domestic casinos. Failure to adapt to the regulatory and gaming environment in Macau could result in the revocation of our concession or other required licenses or otherwise negatively affect our operations there. Moreover, we would be subject to the risk that Macau's gaming regulatory regime will not develop in a way that would permit us, as a United States' gaming operator, to conduct our operations there in a manner consistent with the way in which we intend, or the Nevada gaming authorities require us, to conduct our operations in the United States.

        The success of our operations in Macau would also depend on political and economic conditions in Macau. In December 1999, after 450 years of Portuguese control, Portugal returned Macau to the Chinese administration. The People's Republic of China reestablished Macau as a special administrative region. As a result of this change in control, Macau's legislative, regulatory, legal, economic and cultural institutions are in a period of transition. We cannot predict how these systems and cultural institutions will develop or how they would affect any gaming business we would conduct in Macau.

        If we enter into a concession agreement with the Macau government and construct and operate one or more casinos in Macau, our foreign operations will be subject to significant political, economic and social risks inherent in doing business in an emerging market such as China. For example, fiscal decline and civil, domestic or international unrest in Macau, China or the surrounding regions could significantly harm our business there, not only by reducing customer demand for a casino resort of the kind we would operate in Macau, but also by increasing the risk of imposition of taxes and exchange controls or other governmental restrictions that may impede our ability to repatriate funds. Some of the other risks involved in operating a business in Macau include:

        Any potential investment in Macau could be jeopardized by future developments, and we cannot assure you that activities we may plan in Macau will be permitted or feasible.

        The Macau government has agreed to grant concessions to operate casinos to three companies. One of the three concessions has been awarded to Sociedade de Jogos de Macau, referred to as SJM, the company owned by Mr. Stanley Ho. Mr. Ho previously held a monopoly franchise through another entity to conduct the only gaming operations in Macau. SJM will have the benefit of being the established gaming enterprise already in existence at eleven locations. Galaxy Casino Co. Ltd., which has entered into a management agreement with the operators of The Venetian in Las Vegas, has been awarded a provisional concession to negotiate an agreement for another concession to operate casinos in Macau. As a result, our foreign gaming business would compete with businesses operated by the two other casino licensees in Macau described above. In addition, the Macau government may award additional concessions in the future. In this event, we will face increased competition.

        Due to Macau's location on the South China Sea, our gaming facilities there would be subject to risks related to extreme weather conditions. Macau's subtropical climate is known

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for severe weather conditions such as typhoons and heavy rainstorms. Unfavorable weather conditions could negatively affect the profitability of our casino resorts by disrupting our ability to timely construct our casino projects and by preventing guests from traveling to Macau.

        Our potential investment in Macau would be made through a number of domestic and foreign majority-owned entities. Although we believe that transfers to these entities of the assets and stock of Wynn Resorts (Macau), S.A., can be accomplished on a tax-free basis, there is a risk that the Internal Revenue Service could assert that any appreciation in the transferred assets or its stock is currently taxable.

        Finally, we are subject to regulations imposed by the Foreign Corrupt Practices Act, or the FCPA, which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business. Any determination that we have violated the FCPA could have a material adverse effect on us.

If we are granted a concession to build and operate one or more casinos in Macau, certain Nevada gaming laws would apply to our planned gaming activities and associations in Macau.

        Certain Nevada gaming laws also apply to gaming activities and associations in jurisdictions outside the State of Nevada. If we develop our opportunity in Macau, we will be required to comply with certain reporting requirements concerning our proposed gaming activities and associations occurring in Macau. We also will be subject to disciplinary action by the Nevada Gaming Commission if we:

        In addition, if the Nevada State Gaming Control Board determines that any of our actual or intended activities or associations in Macau may be prohibited pursuant to one or more of the standards described above, the Nevada State Gaming Control Board can require us to file an application with the Nevada Gaming Commission for a finding of suitability of the activity or association. If the Nevada Gaming Commission finds that the activity or association in Macau is unsuitable or prohibited, we will either be required to terminate the activity or association, or we will be prohibited from undertaking the activity or association. Consequently, should the Nevada Gaming Commission find that our gaming activities or associations in Macau are unsuitable, we may be prohibited from undertaking our planned gaming activities or associations in Macau, or be required to divest our investment in Macau on unfavorable terms.

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If we are able and decide to build one or more casinos in Macau, the value of our investment will vary depending on changes in the currency exchange rate between the U.S. dollar and foreign currencies, including the Macau pataca.

        If we are able and decide to build one or more casinos in Macau, the value of our investment will partially depend on the currency exchange rate between the U.S. dollar and local currencies of countries in the region, including Macau's local currency, the pataca. Accordingly, we may experience economic loss and a negative impact on our earnings with respect to our holdings in Macau solely as a result of foreign currency exchange rate fluctuations, which could include foreign currency devaluations against the dollar. Although Macau does not currently restrict the removal or conversion of foreign or local currency, we cannot assure you that this policy will continue.


Risks Related to the Offering

The price of our common stock after this offering may be lower than the offering price you pay and may be volatile.

        Before this offering, our common stock has not been sold in a public market. After this offering, an active trading market in our common stock might not develop. If an active trading market develops, it may not continue. Moreover, if an active market develops, the trading price of our common stock may fluctuate widely as a result of a number of factors, many of which are outside of our control. In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market prices of many companies. These broad market fluctuations could negatively affect the market price of our common stock. A significant decline in our stock price could result in substantial losses for individual stockholders and could lead to costly and disruptive securities litigation. If you purchase shares of our common stock in this offering, you will pay a price that was not established in a competitive market. Rather, you will pay a price that was negotiated with the representatives of the underwriters based upon a number of factors. The price of our common stock that will prevail in the market after this offering may be higher or lower than the offering price.

Substantial amounts of our common stock could be sold in the near future, which could depress our stock price.

        Before this offering, there has been no public market for our common stock. We cannot predict the effect, if any, that market sales of shares of common stock or the availability of shares of common stock for sale will have on the market price of our common stock prevailing from time to time. In addition, if Wynn Resorts is required by the Nevada gaming regulators to purchase securities owned or controlled by an unsuitable person or its affiliate, including Aruze USA, we may fund this purchase by the resale of all or some of these securities in a secondary offering. Immediately following the completion of this offering, Aruze USA will hold    % of our issued and outstanding common stock. A sale of all or some of Aruze USA's shares in a secondary offering could significantly reduce the market price of the common stock.

        All of the outstanding shares of common stock belonging to officers, directors and other stockholders are currently "restricted securities" under the Securities Act. Up to                    shares are eligible for future sale in the public market at prescribed times pursuant to Rule 144 under the Securities Act, or otherwise. Sales of a significant number of these shares of common stock in the public market could reduce the market price of our common stock.

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Wynn Resorts has never paid dividends, does not intend to pay dividends in the foreseeable future and may not pay dividends to any unsuitable person or its affiliates.

        Wynn Resorts has never paid dividends and does not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain our earnings, if any, to use in our growth and ongoing operations. In addition, Wynn Resorts is a holding company and, as a result, its ability to pay dividends is dependent on its subsidiaries' ability to provide funds to it. However, the terms of our credit facilities, our contemplated FF&E facility and the indenture governing the second mortgage notes will restrict Wynn Resorts' subsidiaries' ability to provide funds to it for the payment of dividends. See "Description of Certain Indebtedness." Our board of directors has the authority to issue one or more series of preferred stock without action of the stockholders. The issuance of preferred stock could have the effect of limiting dividends on the common stock. Wynn Resorts' articles of incorporation also will prohibit the payment of dividends to anyone who is an unsuitable person or any affiliate of an unsuitable person. See "Description of Capital Stock—Preferred Stock and Prohibitions on the Receipt of Dividends, the Exercise of Voting or Other Rights or the Receipt of Other Remuneration."

The officers, directors and substantial stockholders of Wynn Resorts may be able to exert significant control over its future direction.

        After this offering, Mr. Wynn, Wynn Resorts' Chairman of the Board, and Aruze USA will own approximately    % and    %, respectively, of Wynn Resorts' outstanding common stock. As a result, Mr. Wynn and Aruze USA, to the extent they vote their shares in a similar manner, effectively will be able to control all matters requiring Wynn Resorts' stockholders' approval, including the approval of significant corporate transactions.

        In addition, Mr. Wynn and Aruze USA, together with Baron Asset Fund, have entered into a stockholders agreement. Under the stockholders agreement, Mr. Wynn and Aruze USA have agreed to vote their shares of Wynn Resorts' common stock for a slate of directors, a majority of which will be designated by Mr. Wynn, of which two will be independent directors, and the remaining members of which will be designated by Aruze USA.

        As a result of this voting arrangement, Mr. Wynn may, as a practical matter, control Wynn Resorts' board of directors. The stockholders agreement will continue to be in effect after the completion of this offering. The concentration of ownership and representation on Wynn Resorts' board of directors may delay, prevent or deter a change in control, could deprive Wynn Resorts' stockholders of an opportunity to receive a premium for their common stock as part of a sale of Wynn Resorts or its assets and might reduce the market price of Wynn Resorts' common stock. For more information about the stockholders agreement between Mr. Wynn, Aruze USA and Baron Asset Fund, see "Certain Relationships and Related Party Transactions—Stockholders Agreement."

Investors will incur immediate and substantial dilution in the book value of their investment.

        We expect the initial public offering price to be substantially higher than the net tangible book value per share of the outstanding common stock. If you purchase shares of our common stock, you will incur immediate and substantial dilution in the amount of $            per share, based on an assumed initial public offering price of $            per share, which is the mid-point of the initial public offering price range set forth on the cover of this prospectus. This means that if we were to be liquidated immediately after the offering, there may be no assets available for distribution to you after satisfaction of all of our obligations to creditors.

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Our anti-takeover provisions or provisions of Nevada law could prevent or delay a change in control of Wynn Resorts, even if a change of control would benefit our stockholders.

        Provisions of our articles of incorporation and bylaws, as they will be in effect at the completion of this offering, as well as provisions of Nevada law, could discourage, delay or prevent a merger, acquisition or other change in control of Wynn Resorts, even if a change in control would benefit our stockholders. These provisions will:

        In addition, the Nevada Revised Statutes contain provisions governing the acquisition of a controlling interest in certain publicly held Nevada corporations. These laws provide generally that any person that acquires 20% or more of the outstanding voting shares of certain publicly held Nevada corporations, which we expect will include Wynn Resorts, in the secondary public or private market must follow certain formalities before such acquisition or they may be denied voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. These laws provide that a person acquires a "controlling interest" whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the Nevada Revised Statutes, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. See "Description of Capital Stock—Nevada Anti-Takeover Law and Certain Charter and Bylaw Provisions—Nevada Control Share Laws."

        After we become a registered company under Nevada's gaming laws, we must obtain approval of the Nevada Gaming Commission with respect to changes in control. A person that seeks to acquire control of a registered company must satisfy the Nevada gaming authorities before assuming control of a registered company. The Nevada gaming authorities may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with a person proposing to acquire control to be investigated and licensed as part of the approval process relating to the transaction. See "Regulation and Licensing—Approval of Changes in Control."

        Nevada law also provides that directors may resist a change or potential change in control if the directors determine that the change is opposed to, or not in the best interest of,

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the corporation. See "Description of Capital Stock—Redemption of Securities Owned or Controlled by an Unsuitable Person or an Affiliate."

We may redeem your shares due to regulatory considerations, either as required by gaming authorities or in our discretion.

        Our articles of incorporation grants us the power to redeem our securities or the securities of our affiliated companies from a person who owns or controls these securities if:

        Under the foregoing circumstances, we may redeem, and if required by the applicable gaming authority, must redeem, that person's securities to the extent required by the gaming authority or deemed necessary or advisable by us. The redemption price will be determined by the gaming authority or otherwise will be a price deemed reasonable by us, which in our discretion could be the original purchase price of the securities. However, unless the gaming authority requires otherwise, the redemption price will in no event exceed the closing trading price of the securities on the date of the redemption notice. Furthermore, we will pay the redemption price in cash, by promissory note, or both, as required by the gaming authority or otherwise as we elect.

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FORWARD-LOOKING STATEMENTS

        Some of the statements under "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and elsewhere in this prospectus constitute forward-looking statements. These statements involve risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "would," "could," "believe," "expect," "anticipate," "estimate," "intend," "plan," "continue" or the negative of these terms or other comparable terminology.

        Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. If one or more of the assumptions underlying our forward-looking statements proves incorrect, then actual results, levels of activity, performance or achievements could differ significantly from those expressed in, or implied by, the forward-looking statements contained in this prospectus. Therefore, we caution you not to place undue reliance on our forward-looking statements. Moreover, neither we nor any other person assume responsibility for the accuracy and completeness of these statements. Except as required by law, we do not intend to update or revise any of the forward-looking statements after the date of this prospectus to conform these statements to actual results. All forward-looking statements attributable to us are expressly qualified by these cautionary statements. Our forward-looking statements in this prospectus include, but are not limited to, statements relating to:

        These forward-looking statements are subject to risks, uncertainties, and assumptions about us and our operations that are subject to change based on various important factors, some of which are beyond our control. The following factors, among others, could cause our financial performance to differ significantly from the goals, plans, objectives, intentions and expectations expressed in our forward-looking statements:

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USE OF PROCEEDS

        We expect to receive approximately $             million in net proceeds from the sale of shares of our common stock in this offering based on the sale of             million shares at an assumed initial public offering price of $            per share, the mid-point of the initial public offering price range set forth on the cover of this prospectus. If the underwriters exercise their over-allotment option in full, we expect our net proceeds to be approximately $             million.

        Concurrent with this offering, we expect that our wholly owned subsidiaries, Wynn Las Vegas and Wynn Capital, will jointly offer $350 million in aggregate principal amount of second mortgage notes. We expect to receive approximately $         million in net proceeds from the issuance of the second mortgage notes.

        We expect to receive an aggregate of approximately $             million from both offerings, without giving effect to the exercise of any over-allotment options.

        We intend to use our existing cash and the net proceeds from the common stock and second mortgage note offerings, together with the borrowings under a $750 million revolving credit facility and $250 million delay draw term loan facility, for which we have obtained commitments to develop, construct, furnish and open Le Rêve, which is scheduled to open in March 2005. We also expect to enter into an agreement for a $150 million FF&E facility. However, because we have not yet obtained a commitment for the FF&E facility, the terms of the anticipated FF&E facility are not yet known. We expect that the funds provided by these sources and available cash will be sufficient to develop, design, construct and commence operations of Le Rêve and to pay interest on borrowings under our credit facilities, our contemplated FF&E facility and the second mortgage notes until the scheduled opening of Le Rêve, assuming there are no significant delay costs or construction cost overruns for which we are responsible. See "Risk Factors—Risks Associated with Our Construction," "Risk Factors—Risks Related to Our Substantial Indebtedness," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the accompanying notes.

        If the underwriters exercise their over-allotment option, any additional net proceeds to us will be used to provide additional liquidity for our construction and debt service expenses and for our working capital needs, as well as to fund our Macau project if we are able to capitalize on that opportunity. Pending application of the net proceeds as described above, we intend to invest the net proceeds in short-term highly-rated securities.

        One of our subsidiaries, a special purpose subsidiary formed to be bankruptcy-remote, will be providing a $50 million completion guaranty in connection with the construction and opening of Le Rêve. We will contribute $50 million of the net proceeds of this offering to that subsidiary to support its obligations under the completion guaranty. These funds will be deposited into a collateral account to be held in cash or short-term highly-rated securities, and pledged to the lenders under our credit facilities and second mortgage note holders to secure the completion guaranty, to be applied to the costs of the project, as the lenders under our credit facilities determine in accordance with the disbursement agreement. These funds will not be available to us until Le Rêve is completed and opens, at which time any amounts then remaining in the account will be released to us.

        In addition, we will contribute $30 million of the net proceeds of this offering to Wynn Las Vegas to be held in a separate liquidity reserve account and pledged to the lenders under our credit facilities and second mortgage note holders to secure Wynn Las Vegas' obligation to complete the project. Until the opening of Le Rêve, these funds may be applied to the costs of Le Rêve, as the lenders under our credit facilities determine in accordance with the

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disbursement agreement. Following the opening of Le Rêve, these funds will be available to meet our working capital needs in connection with the operation of Le Rêve. Any remaining funds will not be released to us for any other purposes until we have met prescribed cash flow tests for a full fiscal year after the opening of Le Rêve.

        The estimated sources and uses of funds to design, construct, develop, equip and open Le Rêve and for our other operations are as follows (1):

Sources (in millions)
   Uses (in millions)
Revolving credit facility (2) (3)   $ 747.0   Construction costs:            
Delay draw term loan facility (2)     250.0       Marnell Corrao contract (9)   $ 901.9      
FF&E facility (4)     150.0       Interior design, related
    FF&E,		            
Second mortgage notes     350.0           signage and
    electronic		            
Other long-term debt (5)     28.5           systems     295.4      
Equity contributions (6)     941.1       Design and engineering fees     64.2      
Interest Income (7)     27.9       Golf course construction     21.5      
Other Income (8)     4.4       Parking garage     11.5      
              Government approvals &
    permits		     13.4      
              Insurance (10)     12.6      
              Miscellaneous capital
    projects		     23.6      
              Course of construction
    utilities & security		     6.3      
              Remaining contingency (11)     24.6      
             
     
                  Total construction costs   $ 1,375.0
          Land and buildings (12)     318.5
          Capitalized interest and commitment fees (3)     251.1
          Pre-opening costs     139.8
          Owner-acquired FF&E (13)     121.2
          Transaction fees and expenses:            
              Debt issuance fees     48.1      
              Equity issuance fees     24.9      
             
     
                  Total transaction fees and expenses     73.0
          Construction completion guarantee     50.0
          Aircraft acquisition (14)     38.0
          Working capital needs at opening (15)     35.5
          Liquidity maintenance reserve     30.0
          Entertainment production costs (16)     24.0
          Investment in Macau (17)     23.3
          Various other expenditures (18)     11.1
          Pre-opening principal and interest payments on aircraft     8.4
   
           
  Total Sources   $ 2,498.9       Total Uses   $ 2,498.9
   
           
(1)
We believe that the construction budget for Le Rêve is reasonable. However, given the risks inherent in the construction process, it is possible that design, construction, development, equipping and opening costs for Le Rêve could be significantly higher. See "Risk Factors—Risks Associated with Our Construction." This sources and uses table assumes that the financing transactions, including this offering, close on September 30, 2002. The budget for Le Rêve includes interest and commitment fees on our debt facilities for four months after our scheduled opening date.

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(2)
We have entered into a commitment letter with Deutsche Bank Securities, Inc., Bear, Stearns & Co. Inc. and Banc of America Securities LLC for the provision of a $750 million revolving credit facility and a $250 million delay draw term loan facility. We expect these facilities to close concurrently with the closing of this offering. However, the availability of these funds is subject to negotiation and execution of definitive agreements. The revolving credit facility matures six years from the closing date and the delay draw term loan will be repayable in quarterly installments in amounts to be determined from the opening of Le Rêve until the seventh anniversary of the closing.
(3)
This table assumes that our senior secured indebtedness will initially have a rating lower than BB- and Ba3 by Standard & Poor's Rating Group and Moody's Investors Service, Inc., respectively. If both initial ratings are equal to or higher than these ratings, then the interest rates and commitment fees would decrease such that the capitalized interest and commitment fees shown above would decrease by approximately $10.8 million, and there would be a corresponding decrease in the revolving credit facility draw downs to fund such payments. Capitalized interest for our credit facilities and FF&E facility has been computed based on current market projections of the LIBOR rate ranging from 2% to 4%, plus the applicable margin.
(4)
We are seeking commitments from lenders to provide a $150 million FF&E facility. As such, the availability of these funds is subject to negotiation and execution of definitive agreements once we reach an agreement in principle with an FF&E lender.

(5)
Consists of a loan from Bank of America, N.A. to our subsidiary, World Travel, LLC, secured by a Bombardier Global Express aircraft. Valvino acquired World Travel from Mr. Wynn and has guaranteed this loan. The loan calls for 47 monthly principal payments of $158,333 commencing March 1, 2003 and the payment of the approximately $21.1 million remaining principal on March 1, 2007. See "Certain Relationships and Related Party Transactions—Aircraft Arrangements."

(6)
Equity contributions include Valvino member net contributions of approximately $586.1 million, after giving effect to the contribution of $1.2 million in cash to Valvino by the Kenneth R. Wynn Family Trust in exchange for membership interests in Valvino, and anticipated gross proceeds from this offering of $355 million. It also includes the conversion into equity of approximately $2.3 million in accrued interest on loans made to Valvino by Mr. Wynn.

(7)
Represents interest earned at the estimated LIBOR rate on our estimated cash balance through the period four months following the scheduled opening of the project. Estimates of the LIBOR rate are based on current market projections of the LIBOR rate ranging from 2% to 4%. Interest income shown is the gross amount of our projected interest income, and is not reduced for any projected taxes. Depending on the extent to which our expenses must be capitalized into the construction project rather than deducted currently, we may owe corporate income tax on our interest income. In addition, because of the large percentage of our outstanding stock that will be owned directly or indirectly by a small number of individuals, our interest income may also be subject to federal personal holding company taxes during the period before Le Rêve commences operations.

(8)
Consists of net income from incidental operations, including operation of the golf course through March 31, 2002 and the collection of accounts receivable following the acquisition of the previous facility at the site.

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(9)
Represents the guaranteed maximum price of construction of Le Rêve under the construction contract, which in turn provides for adjustments to this number under some circumstances. This amount includes an owner's contingency amount of approximately $7.6 million. The construction contract contains financial incentives for Marnell Corrao to complete Le Rêve before the deadline set forth in the construction contract, as well as liquidated damages payable to us for certain unexcused delays. See "Business—Construction Contracts—Construction of the Hotel/Casino—Early or Late Completion." The guaranteed maximum price under the construction contract is subject to adjustment under various circumstances which could increase our costs. See "Risk Factors—Risks Associated with Our Construction."

(10)
Represents estimated insurance costs for builder's risk insurance, fees and reserves under the owner-controlled insurance program, umbrella and excess liability insurance and design professional liability insurance.

(11)
Represents the owner-contingency with respect to the portions of the project not covered by the construction contract.

(12)
Represents amounts already spent to acquire land (including the golf course land), buildings and water rights.

(13)
Represents amounts to be spent by us in acquiring, among other things, slot machines, other gaming equipment, computers, plates, glassware, linen and other kitchen and hotel supplies.

(14)
Represents the purchase price of our corporate aircraft, of which approximately $9.5 million was paid in cash at the outset and the balance was represented by a loan from Bank of America, N.A. See footnote (5) above.

(15)
Represents the operating cash needed to open Le Rêve, including purchasing the initial retail inventory and food and beverage inventory.

(16)
Represents the cost of creating, designing and producing the Franco Dragone water show.

(17)
Represents expenditures in connection with negotiation of the Macau concession agreement, including a capital contribution required by Macau law of approximately $22.5 million.

(18)
Consists primarily of operating costs of the previous facility at the site before closure of that facility and facility closure expenditures.

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DIVIDEND POLICY

        We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings to fund the design, construction and opening of Le Rêve and to otherwise fund the development and growth of our business and, therefore, we do not anticipate paying any cash dividends on our shares of common stock in the foreseeable future. In addition, we expect that our credit facilities, our contemplated FF&E facility and the indenture governing the second mortgage notes will place limitations on our ability to pay dividends or make other distributions in respect of our common stock. Our future dividend policy will also depend on the requirements of any future financing agreements to which we may be a party and other factors considered relevant by our board of directors, including the provisions of the Nevada Revised Statutes which govern corporations. The Nevada Revised Statutes generally provide that distributions may not be made if after any distribution we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus any amounts needed to satisfy the preferential rights of stockholders if we were dissolved at the time of the distribution. Our board of directors has the authority to issue one or more series of preferred stock without actions of the stockholders. The issuance of preferred stock could have the effect of limiting dividends on the common stock. Upon the consummation of this offering, Wynn Resorts' articles of incorporation will also prohibit the payment of dividends to anyone who is an unsuitable person or any affiliate of an unsuitable person. See "Description of Capital Stock—Preferred Stock, and Prohibitions on the Receipt of Dividends, the Exercise of Voting or Other Rights or the Receipt of Other Remuneration."

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CAPITALIZATION

        The following table sets forth Wynn Resorts' capitalization as of March 31, 2002:

        You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the accompanying notes.

 
   As of March 31, 2002
(in millions)
  
 
   Actual
   As Adjusted for the
Common Stock and
Second Mortgage
Note Offerings
   As Adjusted to Reflect All Borrowings Necessary to Construct Le Rêve
  
Long-Term Debt:                    
  Revolving credit facility(1)(2)     —     —   $ 747.0  
  Delay draw term loan facility(1)     —     —     250.0  
  FF&E facility(3)     —     —     150.0  
  Second mortgage notes     —   $ 350.0     350.0  
  Other long-term debt(3)   $ 0.3     0.3     0.3  
   
 
 
 
    Total Long-Term Debt     0.3     350.3     1,497.3  
Stockholders' Equity     381.9     712.0     885.5 (4)
   
 
 
 
Total Capitalization   $ 382.2   $ 1,062.3   $ 2,382.8  
   
 
 
 
(1)
We have entered into a commitment letter with Deutsche Bank Securities, Inc., Bear, Stearns & Co. Inc. and Banc of America Securities LLC for the provision of a $750 million revolving credit facility and a $250 million delay draw term loan facility. We expect these facilities to close concurrently with the closing of this offering. However, the availability of these funds is subject to negotiation and execution of definitive agreements, the progress of construction and other customary conditions for facilities of this kind. The revolving credit facility matures six years from the closing date and the delay draw term loan will be repayable in quarterly installments in amounts to be determined from the opening of Le Rêve until the seventh anniversary of the closing.

41

(2)
This table assumes that the indebtedness under our credit facilities will initially have a rating lower than BB- and Ba3 by Standard & Poor's Rating Group and Moody's Investors Service, Inc., respectively. If both initial ratings are equal to or higher than these ratings, then the interest rates and commitment fees would decrease and there would be a corresponding decrease of approximately $10.8 million in the revolving credit facility draw downs to fund such payments.

(3)
We are seeking commitments from lenders to provide a $150 million FF&E facility. As such, the availability of these funds is subject to negotiation and execution of definitive agreements once we reach an agreement in principle with an FF&E lender. Because we have not yet obtained a commitment for the anticipated FF&E facility, the terms of the FF&E facility are not yet known. Other long-term debt also does not include a $28.5 million loan incurred by World Travel for the acquisition of a Bombardier Global Express aircraft. Valvino assumed this loan in May 2002 when it acquired World Travel. See "Certain Relationships and Related Party Transactions—Aircraft Arrangements."

(4)
Includes cash capital contributions made in April 2002 by Mr. Wynn, Aruze USA and Baron Asset Fund totaling approximately $172.3 million and a cash contribution expected to be made before the closing of this offering by the Kenneth R. Wynn Family Trust of approximately $1.2 million.

42


DILUTION

        If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of common stock upon completion of this offering.

        The net tangible book value of our common stock on            , 2002 was $                                million, or approximately $            per share. Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the net tangible book value per share of our common stock immediately afterwards. After giving effect to the sale of shares in this offering at an assumed initial public offering price of $            per share, which is the mid-point of the initial public offering price range set forth on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions and offering expenses payable by us, our net tangible book value at            , 2002 would have been approximately $    million, or $            per share. This represents an immediate increase in net tangible book value of $                                    per share to existing stockholders and an immediate dilution in net tangible book value of $                        per share to new investors purchasing shares of common stock in this offering. The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share         $  
Net tangible book value per share at                          , 2002   $        
Increase per share attributable to this offering   $        
Pro forma net tangible book value per share after this offering         $  
Dilution in pro forma net tangible book value per share to new investors         $  

        The following table summarizes, on a pro forma adjusted basis, as of            , 2002, the total number of shares of Wynn Resorts' common stock, the total consideration paid and the average price per share paid by existing stockholders and by the new investors in this offering, calculated before deducting the estimated underwriting discounts and commissions and offering expenses:

 
  


(in millions)
  
 
  


Shares Purchased
  


Total Consideration
    
  
 
   Average Price
Per Share
  
 
   Number
   Percent
   Amount
   Percent
  
Existing stockholders           $ 652.9 (1)        
New investors                        
  Total                        
(1)
Includes the contribution by Mr. Wynn in April 2002 of his interest in Wynn Resorts (Macau), S.A., which was valued at approximately $56 million by the parties in the negotiation of the contribution of Mr. Wynn's interest. See "Principal Stockholders and History of Wynn Resorts, Limited—History of Wynn Resorts."

        The preceding discussion and tables assume no exercise by the underwriters of their over-allotment option.            shares are reserved for issuance under our stock incentive plan. To the extent the over-allotment option is exercised, or any shares under the stock incentive plan are issued, there may be further dilution to new investors.

43



PRINCIPAL STOCKHOLDERS AND HISTORY OF WYNN RESORTS

Principal Stockholders

        Stephen A. Wynn.    From 1973 until 2000, Mr. Wynn served as the Chairman of the Board, President and Chief Executive Officer of Mirage Resorts and its predecessor. Mr. Wynn has more than thirty years of experience in the gaming, hotel and tourism industries as a designer, developer and operator of hotel casino resorts. During his tenure, he led the design and development of the following five hotel casino resorts properties at a construction cost of more than $4.1 billion: Bellagio, The Mirage, Treasure Island at The Mirage, Atlantic City Golden Nugget and Beau Rivage in Biloxi, Mississippi. Mr. Wynn also worked to redesign and expand several other hotel casino resort properties, such as the Golden Nugget—Las Vegas and the Golden Nugget—Laughlin. The public filings and press releases of Mirage Resorts and MGM Mirage report that in fiscal year 1999, the last full year of Mr. Wynn's tenure with Mirage Resorts, the company had grown to own and operate eight hotel casino resort properties totaling 630,000 square feet of casino gaming space and 16,577 hotel rooms that generated approximately $2.4 billion in revenue, $573 million in earnings before depreciation, interest, taxes and pre-opening costs and $110.4 million in net income.

        The hotel casino resorts created by Mirage Resorts during Mr. Wynn's tenure are each marked by unique features. In 1989, Mr. Wynn oversaw the creation of the first mega-resort in Las Vegas with the introduction of The Mirage. The Mirage is based on a South Seas theme and features a fifty-four foot "active" volcano, a dolphin habitat and an illusionist show performed by Siegfried and Roy. The Caribbean-inspired Treasure Island at The Mirage, built in 1993, features a pirate village with full-scale replicas of a pirate ship and British frigate, which engage in a special effects battle. Bellagio, a European-style luxury resort completed in 1998, is marked by its eight-acre lake of dancing fountains inspired by Lake Como of Northern Italy, as well as the show "O" produced and performed by the Cirque du Soleil organization.

        Under Mr. Wynn, Mirage Resorts was ranked as the second most admired company in the United States in the March 3, 1997 issue of Fortune magazine. In that issue, Fortune magazine also ranked Mirage Resorts as the fourth best company in the United States in quality of management. During Mr. Wynn's tenure, Mirage Resorts was successful in attracting and retaining top quality employees; Mirage Resorts grew to approximately 30,000 employees by 2000. In 2000, Mirage Resorts was sold to MGM Grand, Inc. for approximately $6.4 billion.

        Aruze USA.    Aruze USA, a Nevada corporation, is a wholly owned subsidiary of Aruze Corp., a Japanese manufacturer of pachislot and pachinko machines and video game software. As of June 13, 2002, Aruze Corp. had a market capitalization of approximately ¥256 billion, or approximately $2 billion. Kazuo Okada, who founded Aruze Corp. in 1969, now holds a controlling interest in Aruze Corp. and serves as its president. Aruze Corp. is a Japanese corporation traded on the JASDAQ system (NASDAQ Japan). After beginning his career in the juke box and pachinko machine businesses, Mr. Okada continued his business pursuits in the gaming machine manufacturing industry and is credited with creating the pachislot machine. Unlike a typical slot machine, where the reels stop on their own after the player pulls the machine's "arm" to start the rotation of the reels, a pachislot machine player stops each individual reel by pushing a button in front of that reel. The pachislot machine has grown to be very popular in Japan. To date, Aruze Corp. has sold more than 1 million pachislot machine units. Aruze Corp. is now the largest manufacturer of pachislot machines in Japan and holds a significant share of Japan's pachislot machine market in terms of annual sales.

        Baron Asset Fund.    Baron Asset Fund, a Massachusetts business trust, is comprised of four fund series, each of which is a publicly traded registered mutual fund managed by

44


BAMCO, Inc., a New York corporation. Together, these fund series hold total assets equal to almost $5 billion. Baron Asset Fund holds shares of Wynn Resorts on behalf of two of the fund series: the Baron Asset Fund Series and the Baron Growth Fund Series. Ron Baron is the Chairman and Chief Executive Officer of Baron Asset Fund and BAMCO.

History of Wynn Resorts

        On April 21, 2000, Mr. Wynn organized Valvino Lamore, LLC, a Nevada limited liability company, referred to as Valvino. Initially, Mr. Wynn was the sole member of Valvino. On June 23, 2000, Valvino acquired the former Desert Inn Resort & Casino in Las Vegas, Nevada from Starwood Hotels & Resorts Worldwide, Inc., including the Desert Inn Resort & Casino golf course and some, but not all, of the residential lots located in the interior of and around the former Desert Inn golf course, for approximately $270 million in cash. In connection with that transaction, Valvino and its subsidiaries also acquired approximately 985 acre-feet of certificated water rights to be used for the golf course and the Le Rêve lake. In addition to acquiring the assets of the Desert Inn Resort & Casino, Valvino assumed all of its liabilities and, to the extent assignable, all of its contracts. Valvino later acquired all of the remaining lots located in the interior of, and some of the remaining lots around, the former Desert Inn golf course for a total of $47.8 million, bringing the size of the parcel to approximately 212 acres. On August 28, 2000, Valvino closed the hotel and casino at the Desert Inn Resort & Casino site, and has since been engaged primarily in the development of a new resort hotel and casino on the site. Between April of 2000 and September of 2000, Mr. Wynn made equity contributions to Valvino in an aggregate amount of approximately $220.7 million.

        On June 15, 2000, Mr. Wynn loaned Valvino $100 million at an interest rate of 7.875% per year. Pursuant to the Amended and Restated Operating Agreement, dated October 3, 2000, $70 million of this loan was repaid on October 10, 2000 out of the proceeds of Aruze USA's initial capital contribution to Valvino. The remaining approximately $32.3 million balance of this loan, including accrued interest, was converted to equity as a member contribution. On July 11, 2000, Valvino used proceeds from a $125 million loan agreement it entered into with Deutsche Bank Securities Inc., as Lead Arranger, and Bankers Trust Company, as Administrative Agent, to make an approximately $110.5 million equity distribution to Mr. Wynn. The Deutsche Bank loan was repaid in full on October 10, 2000 with proceeds of Aruze USA's initial capital contribution to Valvino.

        On October 3, 2000, Aruze USA, a Nevada corporation, contributed $260 million in cash ($250 million net of finders fee) to Valvino in exchange for 50% of the membership interests in Valvino and was admitted as a member of Valvino. Mr. Wynn was designated as, and remains, the managing member of Valvino.

        On April 16, 2001, Baron Asset Fund, a Massachusetts business trust, contributed $20.8 million in cash ($20 million net of fees) to Valvino in exchange for approximately 3.70% of the membership interests in Valvino and was admitted as a member of Valvino. Immediately following the admission of Baron Asset Fund, Mr. Wynn and Aruze USA each owned approximately 48.15% of the membership interests in Valvino.

        In April 2002, Mr. Wynn, Aruze USA and Baron Asset Fund each made the following further capital contributions to Valvino:

45

Immediately following those additional capital contributions, Mr. Wynn and Aruze USA each owned 47.5% of the membership interests in Valvino, and Baron Asset Fund owned 5% of the membership interests in Valvino. The percentage of membership interests held by Baron Asset Fund are held by it on behalf of two series of Baron Asset Fund: (1) the Baron Asset Fund Series, on whose behalf approximately 3.65% of the membership interests in Valvino are held, and (2) the Baron Growth Fund Series, on whose behalf approximately 1.35% of the membership interests in Valvino are held.

        On June 10, 2002, Mr. Kenneth R. Wynn entered into an agreement to contribute $1.2 million in cash to Valvino in exchange for 0.146% of the outstanding membership interests in Valvino. We expect that Mr. Kenneth R. Wynn will make this contribution before the consummation of this offering. Unless otherwise indicated, the information in this prospectus gives effect to such contribution.

        On June 3, 2002, and in preparation for this offering, Wynn Resorts was incorporated in Nevada, and before the consummation of this offering, all of the members of Valvino will contribute their membership interests in Valvino to Wynn Resorts in exchange for the number of shares of Wynn Resorts set forth below. Percentage ownership is based on                          shares of common stock outstanding as of            , 2002, after giving effect to the acquisition by Mr. Kenneth R. Wynn of membership interests in Valvino and the contribution of all membership interests in Valvino to Wynn Resorts, but before giving effect to the shares being issued in Wynn Resorts' initial public offering.

 
   Beneficial
Ownership of
Common Stock
  
Name
  
  Shares
   Percent
  
Stephen A. Wynn       47.431 %
Aruze USA, Inc.       47.431 %
Baron Asset Fund       4.992 %
Kenneth R. Wynn Family Trust       0.146 %
   
 
 
  Total       100.00 %
   
 
 

        Upon the completion of the offering, we intend to grant awards of        shares of restricted stock under our 2002 stock incentive plan to each of the following employees: DeRuyter O. Butler, William Todd Nisbet, Marc D. Schorr, John Strzemp, Roger P. Thomas and Kenneth R. Wynn. We also intend to grant an award of        shares of restricted stock outside of the 2002 stock incentive plan to Mr. Franco Dragone, the creator of our new entertainment production. The restricted stock will be subject to our repurchase right, which will lapse in November 2004 as to Mr. Strzemp, in June 2005 as to Mr. Schorr and Mr. Kenneth R. Wynn, in June 2006 as to Mr. Butler, Mr. Thomas and Mr. Dragone and in July 2006 as to Mr. Nisbet.

        After this offering, Mr. Wynn, Wynn Resorts' Chairman of the Board, and Aruze USA will own approximately    % and    %, respectively, of Wynn Resorts' outstanding common stock.

46


As a result, Mr. Wynn and Aruze USA, to the extent they vote their shares in a similar manner, effectively will be able to control, as a practical matter, all matters requiring Wynn Resorts' stockholders' approval, including the approval of significant corporate transactions.

        Stockholders Agreement.    Mr. Wynn and Aruze USA, together with Baron Asset Fund, have entered into a stockholders agreement. The stockholders agreement establishes various rights among Mr. Wynn, Aruze USA and Baron Asset Fund with respect to the ownership and management of Wynn Resorts. These rights include, but are not limited to, certain tag-along rights, preemptive rights, rights of first refusal and certain other restrictions on the transfer of the shares of Wynn Resorts' common stock owned by the parties to the stockholders agreement. In addition, under the stockholders agreement, Mr. Wynn and Aruze USA have agreed to vote their shares of Wynn Resorts' common stock for a slate of directors, a majority of which will be designated by Mr. Wynn, of which two will be independent directors, and the remaining members of which will be designated by Aruze USA. As a result of this voting arrangement, Mr. Wynn may control Wynn Resorts' board of directors. The stockholders agreement will continue to be in effect after the completion of this offering.

        Buy-Out of Aruze USA Stock.    Mr. Wynn, Kazuo Okada, Aruze USA, Aruze Corp. and Wynn Resorts have entered into arrangements which provide that if any gaming application of Aruze USA, Aruze Corp. or Kazuo Okada concerning Aruze USA's ownership of Wynn Resorts' stock is denied by Nevada gaming authorities or requested to be withdrawn or is not filed within 90 days after the filing of Wynn Resorts' application, Mr. Wynn may elect to purchase the shares owned by Aruze USA in Wynn Resorts. Mr. Wynn may pay this purchase price with a promissory note. If Mr. Wynn chooses not to exercise his right to purchase the shares, Wynn Resorts has the right to require him to purchase the shares, including with a promissory note. The prior buy-out arrangements under the Valvino operating agreement and under the stockholders agreement between Mr. Wynn, Aruze USA and Baron Asset Fund were terminated upon the effectiveness of the new agreement. See "Certain Relationships and Related Party Transactions—Stockholders Agreement" and "Buy-Out of Aruze USA Stock."

47


SELECTED CONSOLIDATED FINANCIAL DATA

        The following selected consolidated financial data regarding Valvino and its subsidiaries should be read together with our consolidated financial statements and notes thereto, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the other information contained in this prospectus. The selected data presented below as of December 31, 2001 and 2000, and for the year ended December 31, 2001 and the period from inception (April 21, 2000) to December 31, 2000, is derived from the consolidated financial statements of Valvino and its subsidiaries, which have been audited by Deloitte & Touche LLP, independent auditors. The consolidated financial statements as of December 31, 2001 and 2000 and the year ended December 31, 2001 and the period from inception to December 31, 2000, and the independent auditors' report thereon, are included elsewhere in this prospectus. The selected data presented below as of March 31, 2002 and for the three months ended March 31, 2002 and 2001, respectively, and the period from inception to March 31, 2002, is derived from the unaudited consolidated financial statements of Valvino and its subsidiaries, which are included elsewhere in this prospectus.

 
   Three Months Ended
March 31, 2002
   Three Months Ended
March 31, 2001
   Year Ended
December 31, 2001
   Inception to
December 31, 2000
   Inception to
March 31, 2002
  
 
  

   
    
  

   
  
 
   (In thousands, except per share amounts)

  
Consolidated Statement of Operations Data:                                
 
Revenues
 
$
184
 
$
—
 
$
918
 
$
—
 
$
1,102
 
 
Operating Loss
 
 
(4,811
)
 
(4,369
)
 
(19,233
)
 
(10,572
)
 
(34,616
)
 
Net Loss Accumulated During the Development Stage
 
 
(4,655
)
 
(3,487
)
 
(16,899
)
 
(9,155
)
 
(30,709
)
 
Net Loss Per Share
 
$
(22.41
)
$
(16.79
)
$
(83.38
)
$
(45.78
)
$
(149.15
)

       

 
   March 31, 2002
   December 31, 2001
   December 31, 2000
    
 
  

   
    
    
 
   (In thousands, except per share amounts)

    
Consolidated Balance Sheet Data:                      
 
Total Assets
 
$
386,031
 
$
390,788
 
$
388,467
 
 
 
Total Long-Term Obligations(1)
 
 
318
 
 
326
 
 
358
 
 
 
Members' Equity
 
 
381,863
 
 
386,518
 
 
383,417
 
 
(1)
Includes the current portion of long-term debt.

48


MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion should be read in conjunction with, and is qualified in its entirety by, the historical financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risk and uncertainties. You should review the "Risk Factors" set forth elsewhere in this prospectus for a discussion of important factors which could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein. See "Forward-Looking Statements."

Development Activities

        Valvino was organized in April 2000. Wynn Resorts was formed in June 2002, and before the consummation of this offering, Mr. Wynn, Aruze USA, Baron Asset Fund and the Kenneth R. Wynn Family Trust will contribute their Valvino membership interests to Wynn Resorts in exchange for all of the issued and outstanding shares of Wynn Resorts. Since Valvino's formation, our activities have been limited principally to arranging the design, construction and financing of Le Rêve and applying for certain permits, licenses and approvals necessary for the development and operation of Le Rêve. Wynn Resorts plans to develop, construct and operate Le Rêve as part of a world-class destination casino resort which, together with the new golf course located behind the hotel, will occupy approximately 192 acres of a 212-acre parcel of land at a premier location on the Las Vegas Strip in Las Vegas, Nevada. The site is the former location of the Desert Inn Resort & Casino. We expect Le Rêve to commence operations in March 2005.

Results of Operations

        We have had no significant operations to date. In June 2000, we acquired the Desert Inn Resort & Casino assets from Starwood Hotels & Resorts Worldwide, Inc. We ceased operating the Desert Inn Resort & Casino after approximately ten weeks. We have demolished some of the buildings constituting the former Desert Inn Resort & Casino hotel in anticipation of the construction of Le Rêve. The remaining structures have been and will continue to be utilized as offices at least through the completion of Le Rêve. Since we ceased operating the Desert Inn Resort & Casino, our efforts have been devoted principally to the development activities described above with respect to Le Rêve. In addition, we continue to operate an art gallery displaying works from The Wynn Collection, which consists of artwork from Mr. and Mrs. Wynn's personal art collection, and, until summer 2002, the golf course located on the former Desert Inn Resort & Casino site. We also have spent considerable time preparing and presenting to the Macau government our proposal to obtain a provisional concession and negotiating the concession agreement and land agreement. Consequently, our historical operating results will not be indicative of future operating results.

Liquidity and Capital Resources

        As of March 31, 2002, approximately $387 million of the total project cost of approximately $2.4 billion (including the cost of the land, capitalized interest, pre-opening expenses and all financing fees) had been expended or incurred to fund the development of

49

Le Rêve. The remaining approximately $2 billion of the estimated development costs for Le Rêve is expected to be funded from a combination of:

        The following table summarizes certain information regarding our expected long-term indebtedness and commercial commitments at the completion of Le Rêve. All time periods in these tables are measured from the closing of this offering and are based upon our best estimate at this time of our expected long-term indebtedness and commercial commitments.

 
   Payments Due By Period
Long-Term Indebtedness
   Total
   Less than
1 Year
   1-3 Years
   4-5 Years
   After
5 Years
 
   (in millions)
Revolving credit facility(1)   $ 747.0     —     —     —   $ 747.0
Delay draw term loan facility(2)     250.0     —     —     —     250.0
FF&E facility     150.0     —     —     —     150.0
Second mortgage notes     350.0     —     —     —     350.0
Other long-term obligations(3)     28.8   $ 0.2   $ 5.8   $ 22.7     0.1
   
 
 
 
 
Total long-term indebtedness   $ 1,497.1   $ 0.2   $ 5.8   $ 22.7   $ 1,525.8

       

 
   Amount of Commitment Expiration Per Period
Other Commercial Commitments
   Total
Amounts
Committed
   Less than
1 Year
   1-3 Years
   4-5 Years
   Over
5 Years
 
   (in millions)
Construction contracts(4)   $ 911.8     240.1   $ 671.7        
Standby letter of credit(5)   $ 2.3   $ 2.3     —   —   —
   
 
 
 
 
Total commercial commitments   $ 914.1   $ 242.4     671.7   —   —
   
 
 
 
 
(1)
This table assumes that indebtedness under our credit facilities will initially have a rating lower than BB- and Ba3 by Standard & Poor's Rating Group and Moody's Investors Service, Inc., respectively. If both initial ratings are equal to or higher than these ratings, then the interest rates and commitment fees would decrease and there would be a corresponding decrease of approximately $10.8 million in the revolving credit facility draw downs to fund such payments.
(2)
Term loans under this facility will be repayable in quarterly installments in amounts to be determined from the opening of Le Rêve until the seventh anniversary of the closing.

50

(3)
Includes a loan from Bank of America, N.A. to our subsidiary, World Travel, secured by a Bombardier Global Express aircraft. Valvino acquired World Travel from Mr. Wynn and has quaranteed this loan. The loan calls for 47 monthly principal payments of $158,333, commencing March 1, 2003, and the payment of the aproximately $21.1 million remaining principal on March 1, 2007. See "Certain Relationships and Related Party Transactions—Aircraft Arrangements."

(4)
Represents obligations under our signed construction contracts with Marnell Corrao and Bomel. We expect to sign additional contracts for the construction of Le Rêve. We expect to satisfy some of the payment obligations under these contracts using amounts borrowed under the long-term indebtedness shown above.

(5)
Standby letter of credit for our owner-controlled insurance program.

        Through our subsidiaries, we have entered into a commitment letter with Deutsche Bank Securities, Inc., Bear, Stearns & Co. Inc. and Banc of America Securities LLC for a revolving credit facility of $750 million and a delay draw term loan facility of $250 million. The revolving credit facility will mature on the sixth anniversary of the closing of the credit facilities. Borrowings under the delay draw term loan facility will be available until the second anniversary of the closing of the credit facilities and will be repayable in quarterly installments in amounts to be determined from the opening of Le Rêve until the seventh anniversary of the closing of the credit facilities. The credit facilities are expected to close concurrently with the closing of this offering. All amounts outstanding under the credit facilities will bear interest, at our option (subject to certain limitations), at either (1) a base rate equal to the greater of the administrative agent's prime lending rate and 0.5% in excess of the federal funds rate or (2) the Eurodollar rate, as determined by the administrative agent, in both cases plus certain margins. For each year after Le Rêve commences operations, we will be required to prepay our borrowings under the credit facilities with a percentage of our excess cash flow (as it will be defined in our credit facilities), initially 75%, reducing to 50% and then to 0% as we meet certain leverage ratios and minimum rating requirements. The availability of financing under our credit facilities is subject to certain conditions, including the negotiation and execution of definitive agreements, the progress of the construction and other customary funding conditions for facilities of this kind.

        Subject to applicable laws, including gaming laws and certain agreed upon exceptions, we expect that our debt facilities will be secured by liens on substantially all of the assets of our subsidiaries that are necessary to the development, construction, or operation of Le Rêve. For a description of the terms of our credit facilities, see "Description of Certain Indebtedness—Credit Facilities."

        Concurrent with this offering, we expect that Wynn Las Vegas and Wynn Capital, our subsidiaries, will jointly offer approximately $350 million in aggregate principal amount of second mortgage notes. We expect that the second mortgage notes will be secured by first priority liens on the account holding the proceeds of the second mortgage notes and by second priority liens on the assets that secure the credit facilities. For additional information about the terms of the second mortgage notes, see "Description of Certain Indebtedness—Second Mortgage Notes."

        Wynn Resorts will not be a guarantor and will not be subject to the covenants in the second mortgage notes and the credit facilities. However, it will become a guarantor, but not subject to the covenants, under the second mortgage notes and the credit facilities if it incurs, or becomes a guarantor on, other indebtedness.

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        After the third anniversary of commencing operations at Le Rêve, the liens on the approximately 137-acre golf course parcel will be released by the trustee and bank agent once we have achieved a total debt to earnings before interest, tax, depreciation and amortization ratio of 3.0 to 1.0 or less and if both of our credit facilities are rated BB+ or higher by Standard & Poor's Ratings Service and Ba1 or higher by Moody's Investors Service, Inc. immediately after giving effect to the release. Separately, certain portions of the golf course parcel will be released from the liens to permit residential or other non-gaming related development if we satisfy certain earnings before interest, taxes, depreciation and amortization targets for a full fiscal year after Le Rêve opens, so long as the development or construction will not interfere with the use of the golf course or impair the overall value of Le Rêve. In addition, two acres of the golf course parcel will be released from the liens to permit the construction of a home for Mr. Wynn, so long as the construction will not interfere with the use of the golf course or impair the overall value of Le Rêve and Mr. Wynn pays us fair market value for the property.

        The liens on a 20-acre parcel fronting Las Vegas Boulevard adjacent to the site of Le Rêve will be released by the trustee and bank agent if we meet certain earnings before interest, taxes, depreciation and amortization targets for four consecutive calendar quarters after the commencement of operations at Le Rêve. Upon release by the trustee and bank agent, the golf course parcel, or portions of such parcel, and the 20-acre parcel will not be available as security for the second mortgage notes or the indebtedness under the credit facilities. See "Risk Factors—Risks Related to Our Substantial Indebtedness—Our indebtedness will be secured by a substantial portion of our assets."

        We intend to deposit all of the net proceeds from the offering of the second mortgage notes in a secured account pledged to the second mortgage note holders pursuant to an agreement with the trustee for the second mortgage note holders. Pursuant to the terms of our credit facilities, we intend to use the proceeds of this offering before accessing the proceeds from the offering of the second mortgage notes or borrowing under the credit facilities. We do not expect to request disbursements of the second mortgage note proceeds or to borrow under the credit facilities until approximately ten to twelve months after the closing of this offering.

        Our ability to receive disbursements from time to time of the second mortgage note proceeds from the secured account and to borrow under our credit facilities will be, in addition to other customary conditions to funding for these types of facilities, subject to various conditions, including the following:

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        See "Risk Factors—Risks Associated with Our Construction—Although we have commitments in place for most of the financing of the Le Rêve project, there are significant conditions to the funding of that financing." We expect that the funds provided by the sources described above and available cash will be sufficient to develop, construct and commence operations of Le Rêve and to pay interest on borrowings under our credit facilities, our contemplated FF&E facility and the second mortgage notes until the scheduled opening of Le Rêve, assuming there are no significant delay costs or construction cost overruns for which we are responsible. See "Risk Factors—Risks Associated with Our Construction—Development costs of Le Rêve are estimates only and actual costs may be higher than expected." Our credit facilities will contain conditions precedent to our entering into scope change orders that will increase the anticipated costs of the project. These conditions will require us to fund equity into an account subject to a security interest in favor of the lenders under our credit facilities and the holders of the second mortgage notes in an amount equal to the anticipated incremental cost of the change orders. In addition, if we do not complete construction of Le Rêve by August 31, 2005, we will be in default under our credit facilities, the indenture governing the second mortgage notes and our FF&E facility, and the holders of our indebtedness will have the right to accelerate our indebtedness and exercise other rights and remedies against us. See "Risk Factors—Risks Related to Our Substantial Indebtedness—We are highly leveraged and future cash flow may not be sufficient to meet our obligations, and we might have difficulty obtaining more financing."

        We expect to enter into an agreement for an FF&E facility in a principal amount of $150 million. However, because we have not yet obtained a commitment for the FF&E facility, the terms of the anticipated FF&E facility are not yet known. We expect that our FF&E facility will be secured by specific fixed assets financed by that facility, including gaming equipment and devices such as slot machines. Such assets will also secure our credit facilities on a second priority basis and our obligations under the second mortgage notes on a third priority basis.

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        We also have assumed indebtedness of approximately $28.5 million under financing arrangements in connection with our acquisition of World Travel, the owner of our corporate jet, from Mr. Wynn. Our indebtedness with respect to the corporate jet will be secured by the jet. For more information, see "Use of Proceeds" and "Description of Certain Indebtedness."

        Following the completion of Le Rêve, we expect to fund our operations and capital requirements from operating cash flow, any funds remaining in the completion guaranty account and borrowings of up to $3 million under the revolving credit facility. Assuming that Le Rêve opens in March 2005, we expect that the aggregate principal amount outstanding under our credit facilities, our contemplated FF&E facility, the second mortgage notes and indebtedness financing our corporate jet will be approximately $1.53 billion. If completion of the project is delayed, then our debt service obligations accruing prior to the actual opening of Le Rêve will increase correspondingly. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings available to us under our credit facilities will be sufficient to enable us to service and repay our indebtedness and to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity and, if Wynn Resorts incurs debt to do this, it may become a guarantor under the second mortgage notes and the credit facilities. We cannot assure you that we will be able to refinance any of our indebtedness, including our credit facilities, our contemplated FF&E facility or the second mortgage notes on acceptable terms or at all. See "Risk Factors—Risks Related to Our Substantial Indebtedness—After Le Rêve opens, we may not generate sufficient cash flow to meet our substantial debt service obligations."

        One of our subsidiaries, a special purpose subsidiary formed to be bankruptcy-remote, will be providing a $50 million completion guaranty in favor of the lenders under our credit facilities and our second mortgage note holders in connection with the construction and opening of Le Rêve. We will contribute $50 million of the net proceeds of this offering to that subsidiary to support its obligations under the completion guaranty. These funds will be deposited into a collateral account to be held in cash or short-term highly-rated securities, and pledged to the lenders under our credit facilities and second mortgage note holders to secure the completion guaranty, to be applied to the costs of the project as determined by the lenders under our credit facilities in accordance with the disbursement agreement. These funds will not be available to us until Le Rêve is completed and opens, at which time any amounts then remaining in the account will be released to us.

        In addition, we will contribute $30 million of the net proceeds of this offering to Wynn Las Vegas to be held in a separate liquidity reserve account and pledged to the lenders under our credit facilities and second mortgage note holders to secure Wynn Las Vegas' obligation to complete Le Rêve. Until the opening of Le Rêve, these funds may be applied to the costs of the project, as the lenders under our credit facilities determine in accordance with the disbursement agreement. Following the opening of Le Rêve, these funds will be available to meet our working capital needs in connection with the operation of Le Rêve. Any remaining funds will not be released to us for any other purposes until we have met prescribed certain earnings before interest, taxes, depreciation and amortization targets for a full fiscal year after the opening of Le Rêve.

        As noted above, we operate an art gallery displaying works from The Wynn Collection on the former premises of the Desert Inn Resort & Casino. We expect the art gallery to remain open during the construction of Le Rêve. We lease The Wynn Collection from Mr. and

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Mrs. Wynn at a monthly rate equal to the gross revenue received by the gallery each month, less direct expenses, subject to a monthly cap. Our lease agreement with Mr. and Mrs. Wynn did not require any such lease payments through April 30, 2002. However, had we been required to make such payments, no amounts would have been due under the lease payment formula because, to date, our expenses in operating the art gallery have exceeded the revenue generated from such operations. Prior to opening Le Rêve, we do not expect to make any material payments under this lease. The only financial exposure that we have under this lease is the cost of operating the art gallery, which is not material. After specified notice periods, we or Mr. and Mrs. Wynn may terminate this lease.

        New business developments or other unforeseen events may occur, resulting in the need to raise additional funds. For example, Wynn Resorts' articles of incorporation will provide that Wynn Resorts may redeem debt or equity securities, including our common stock, that are owned or controlled by an unsuitable person or its affiliates to the extent a gaming authority makes a determination of unsuitability and orders the redemption, or to the extent deemed necessary or advisable by the board of directors. The redemption price may be paid in cash, by promissory note or both, as required by the applicable gaming authority and, if not, as Wynn Resorts elects. Any promissory note that Wynn Resorts issues to an unsuitable person or its affiliate in exchange for its shares may increase our debt to equity and will increase our leverage ratio.

Quantitative and Qualitative Disclosures about Market Risk

        Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk will be interest rate risk associated with our revolving credit facility, delay draw term loan facility and contemplated FF&E facility, each of which will bear interest based on floating rates. We will attempt to manage our interest rate risk by managing the mix of our long-term fixed rate borrowings and variable rate borrowings. We are required to obtain interest rate protection through interest rate swap arrangements with respect to 50% of our term loans (including any revolving loans that may be converted into term loans). However, we cannot assure you that these risk management strategies will have the desired effect and interest rate fluctuations could have a negative impact on our results of operations.

        We do not use derivative financial instruments, other financial instruments or derivative commodity instruments for trading or speculative purposes.

Inflation and Foreign Currency Risk

        We believe that our results of operations do not depend upon moderate changes in the inflation rate.

        We do not currently conduct operations outside of the United States. However, if we develop our opportunity to build and operate one or more casinos in Macau, we will be subject to market risk with respect to the foreign currency exchange rate with Macau and other countries in the region.

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BUSINESS

Overview

        We are constructing and will own and operate Le Rêve, which we have designed to be the preeminent luxury hotel and destination casino resort in Las Vegas. Le Rêve will be situated at one of the premier locations on the Las Vegas Strip on the site of the former Desert Inn Resort & Casino, at the northeast corner of the intersection of Las Vegas Boulevard and Sands Avenue, one-half block north of The Venetian and Treasure Island at The Mirage and across Las Vegas Boulevard from the Fashion Show Mall.

        Le Rêve is the concept of one of Wynn Resorts' principal stockholders and Chairman of the Board, Stephen A. Wynn, who was Chairman of the Board, President and Chief Executive Officer of Mirage Resorts and its predecessor from 1973 to 2000. In that role he was responsible for the development of some of the most successful, well-known casino-based entertainment resorts in the world, including Bellagio, The Mirage, Treasure Island at The Mirage and the Golden Nugget—Las Vegas in Las Vegas, Nevada, as well as the Atlantic City Golden Nugget in New Jersey and the Beau Rivage in Biloxi, Mississippi. At the time each of these resorts was completed, we believe that it was widely regarded as a significant major new attraction in its jurisdiction.

        We expect Le Rêve, including the new golf course construction, to cost approximately $2.4 billion to develop, design, construct and open, including the cost of the land, capitalized interest, pre-opening expenses and all financing fees. We have scheduled ground-breaking to occur in September 2002, with an opening to the general public scheduled for March 2005.

        We believe that Le Rêve will set a new standard of luxury and elegance for destination casino resorts in Las Vegas, much as Bellagio and, before it, The Mirage, did when they were built by Mirage Resorts under the guidance of Mr. Wynn. Bellagio is a European-style resort with a nine-acre lake inspired by Lake Como in Northern Italy, dancing fountains and classical gardens. The Mirage is a South Seas-themed resort with a 54-foot volcano, 100-foot atrium- enclosed garden, dolphin habitat and white tiger exhibit. Many of the people who are working with Mr. Wynn to develop Le Rêve worked with Mr. Wynn at Mirage Resorts to develop Bellagio and have extensive backgrounds in the development, construction and operation of major destination casino resorts.

        Le Rêve will consist of a 48-story building, comprised of a 45-story hotel tower on top of a three-story low-rise building housing restaurants, retail outlets and the casino. Le Rêve will have a three-acre manmade lake in front of the hotel complex and a golf course behind it. At the entrance to the resort, bordering the Las Vegas Strip in front of our lake, we intend to construct a tree-lined, manmade "mountain" approximately eight stories tall featuring lush greenery and cascading waterfalls designed to create an intimate setting for the resort's main entrance and the restaurants and retail outlets around the lake.

        We have designed Le Rêve to include 2,701 elegantly designed and richly furnished guest rooms, including 291 luxury suites and six villas. The shape of our hotel high-rise building is designed to follow the curved line of a gentle arc to provide each room with a view of the golf course, lake and "mountain" setting, or the surrounding mountains. Each of our spacious hotel rooms will be decorated with sophisticated interior design elements and materials. Le Rêve will also feature an approximately 118,400 square foot casino designed with a feeling of casual elegance and a floor layout with well-defined pathways to provide easy access to the casino for our gaming customers. Le Rêve's showroom, a venue with 2,080 seats suspended over an approximately 1,000,000 gallon performance pool, will be home to Franco Dragone's new water-based entertainment production. Mr. Dragone is the creative force behind Bellagio's

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production of "O," Treasure Island at The Mirage's production of "Mystère" and Celine Dion's new production at Caesars Palace's "Colosseum," which is expected to open in the first quarter of 2003.

        On the grounds of the hotel we intend to build Le Rêve's Tom Fazio/Steve Wynn-designed, exclusive 18-hole championship golf course. For the convenience of our hotel guests who are attending conventions and trade shows, Le Rêve will be conveniently located near the Las Vegas Convention Center across Paradise Road to the east, and the Sands Expo and Convention center, across Sands Avenue to the south.

Premier Location and Other Features of the Le Rêve Site

        Le Rêve will be located on approximately 192 acres of land situated on the Las Vegas Strip at the site of the former Desert Inn Resort & Casino.

        Premier position on the Las Vegas Strip.    Le Rêve will occupy a premier position on the Las Vegas Strip at the northeast corner of the intersection of Las Vegas Boulevard and Sands Avenue. Le Rêve will have 1,350 feet of frontage on the Las Vegas Strip and will be located near some of the most visited hotel casino resorts and attractions on the Las Vegas Strip, including Bellagio, Caesars Palace, The Mirage, Treasure Island at The Mirage and The Venetian.

        The Le Rêve site consists of approximately 55 acres of land, where the hotel complex will be built, and approximately 137 acres of land behind the hotel site on which the new golf course will sit. In addition, the site includes an undeveloped 20-acre parcel fronting Las Vegas Boulevard adjacent to Le Rêve which, as part of a Phase II development, we may develop into a second hotel/casino in the future, should it be released from the liens under our credit facilities and second mortgage notes. In total, the Le Rêve site consists of 212 acres. The back of the Le Rêve property runs along Paradise Road, a major artery in the resort corridor that leads directly to and from the McCarran International Airport, and the hotel will be across the street from each of the Las Vegas Convention Center and the Sands Expo and Convention Center. Le Rêve will be conveniently accessible in an average of approximately two to three minutes from the Spring Mountain Road exit off of Interstate 15, and in an average of approximately ten minutes from McCarran International Airport.

        Golf course.    We plan to construct a world-class, 18-hole championship golf course at the site of the former Desert Inn golf course. Based on current publicly available plans, when Le Rêve opens, we believe this golf course will be the only golf course on the site of a hotel casino resort on the Las Vegas Strip. Tom Fazio and Mr. Wynn, the designers of the Shadow Creek golf course affiliated with MGM Mirage, have designed our 6,900 yard, par 70 course. The Le Rêve golf course will be accessible only to hotel guests of Le Rêve. Unlike other courses available to visitors to Las Vegas, our golf course will be adjacent to the hotel, and will be visible from the windows of many of Le Rêve's hotel and convention rooms. We expect that Le Rêve's golf course will be available for play when Le Rêve opens.

        Hotel/Casino building.    We expect the resort complex to consist of a 48-story building, comprised of a 45-story hotel tower on top of a three-story low-rise building housing restaurants, retail outlets and the casino. The area of the building will total approximately 5.2 million square feet. The building is designed in the shape of an arc with the focal point being the Le Rêve lake, an approximately three-acre manmade lake in front of the hotel and the manmade "mountain" that will be built in front of the lake, bordering Las Vegas Boulevard.

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        Proximity to the Las Vegas Convention Center and the Sands Expo and Convention Center.    Le Rêve will be adjacent to two of the nation's largest convention facilities. To the east, across Paradise Road, the back of the Le Rêve property borders the Las Vegas Convention Center. The Las Vegas Convention Center contains approximately 3.2 million square feet of space. According to the Las Vegas Convention and Visitors Authority, approximately 1.3 million visitors attended trade shows and conventions at the Las Vegas Convention Center during 2001. We anticipate that Le Rêve will be connected to the Las Vegas Convention Center by a pedestrian bridge over Paradise Road, and that the Las Vegas monorail at the intersection of Desert Inn Road and Paradise Road will meet the anticipated pedestrian bridge. In addition, we anticipate that our free shuttle service will transport convention and trade show attendees and other Le Rêve visitors to and from the Las Vegas Convention Center in less than four minutes. The shuttle service will run along the north perimeter of the golf course and will be able to move several thousand people per hour. We believe that this will be attractive to convention and trade show visitors who will not need to wait in long lines for taxicabs and can avoid traffic congestion around the Las Vegas Convention Center in travelling to or from Le Rêve.

        To the south, Le Rêve will be directly across Sands Avenue from the approximately 1.2 million square foot Sands Expo and Convention Center. This complex will be within a short walking distance from Le Rêve's Sands Avenue entrance and we anticipate that Le Rêve will be connected to the Sands Expo and Convention Center by a pedestrian bridge. According to the public filings of Las Vegas Sands, Inc., the owner of the Sands Expo and Convention Center, approximately 1 million visitors attended trade shows and conventions at the Sands Expo and Convention Center during 2001.

        We expect visitors to the Las Vegas Convention Center and the Sands Expo and Convention Center to be a source of room demand for Le Rêve during midweek periods when room demand by leisure travelers typically is lower.

        Proximity to the Fashion Show Mall.    Le Rêve will be directly across Las Vegas Boulevard from The Rouse Company's Fashion Show Mall. We anticipate that Le Rêve will be connected to the mall by a pedestrian bridge. The Fashion Show Mall contains premium retail stores such as Neiman Marcus, Saks Fifth Avenue and Macy's and is currently undergoing a substantial remodeling and expansion program, which is expected to be completed by October 2003. When the remodeling and expansion are completed, the Fashion Show Mall is expected to house a number of new stores, including Nordstrom, Lord & Taylor and Bloomingdale's Home & Furniture. We anticipate that the proximity of the Fashion Show Mall to our retail shops will draw significantly more shoppers to the area.

        Additional parcels for possible future growth through development.    We will use portions of the property located north of Le Rêve along Las Vegas Boulevard for corporate offices, pre-opening activities, recruiting and employment purposes and employee parking while we are constructing Le Rêve. If we meet prescribed cash flow tests for four consecutive calendar quarters after commencement of operations at Le Rêve, a 20-acre parcel north of Le Rêve will be released from the liens under our credit facilities and the indenture governing the second mortgage notes and, in that event, we may decide to develop the parcel in the future, either on our own or through a joint venture. For example, in the future, we may decide to develop a second hotel casino as a Phase II development on the parcel to take advantage of Le Rêve's planned substantial infrastructure and amenities planned for Le Rêve. The Le Rêve design includes a major access corridor that could be used to connect a Phase II development to Le Rêve.

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        Similarly, three years after commencement of operations at Le Rêve and upon our satisfaction of prescribed maximum leverage ratio and minimum credit rating requirements, the land underlying the golf course will be released from the liens under our credit facilities and the indenture governing the second mortgage notes. Should the land be released from the liens, the golf course parcel and our related property rights present further opportunities for future development. In addition, portions of the golf course land may be released from the liens to permit residential or other non-gaming development if we satisfy prescribed cash flow tests for a full fiscal year after Le Rêve commences operations.

        Water rights.    Wynn Resorts indirectly owns 935 acre-feet of certificated water rights through its subsidiary, Desert Inn Improvement Co. We plan to use this water for general irrigation purposes including irrigation of the golf course. Desert Inn Improvement Co. also currently provides water service to the existing office building on the site of the former Desert Inn Resort & Casino and the remaining homes around the golf course and, as a result, is a public utility under Nevada law. Desert Inn Improvement Co. does not use these water rights to provide water to its public utility customers. Under Nevada law, we will need to obtain the approval of the Public Utilities Commission of Nevada before Wynn Resorts completes this offering. We cannot assure you that such approval will be granted in a timely manner or at all.

        Valvino owns an additional 50 acre-feet of certificated water rights. This water will be used to supply the water for the Le Rêve lake, subject to the approval of the Nevada State Engineer. There are significant cost savings and conservation benefits associated with using water supplied pursuant to our water rights.

Business and Marketing Strategy for Le Rêve

        Our business strategy for Le Rêve is to offer our guests a luxurious experience at a premier destination casino resort in Las Vegas. We believe that the quality of our hotel, the gaming experience that we intend to offer and the restaurants, retail outlets, entertainment offerings, golf course and other amenities at the resort will enable Le Rêve to set a new standard of luxury and elegance among destination casino resorts in Las Vegas.

        We believe that Mr. Wynn's role with Le Rêve provides a distinct advantage over other Las Vegas gaming enterprises. We believe that Mr. Wynn is widely viewed as the premier designer, developer and operator of destination casino resorts in Las Vegas and, as such, has in effect developed a "brand name" status in the gaming industry.

        While Mr. Wynn was Chairman of the Board of Mirage Resorts, he conceived of and oversaw the development and operation of some of the most successful, well-known casino-based entertainment resorts in the world, including Bellagio, The Mirage, Treasure Island at The Mirage, the Golden Nugget—Las Vegas in Las Vegas, Nevada, as well as the Atlantic City Golden Nugget in New Jersey and the Beau Rivage in Biloxi, Mississippi. Mr. Wynn served as Chairman of the Board, President and Chief Executive Officer of Mirage Resorts and its predecessor for 27 years, until 2000, when MGM Grand acquired Mirage Resorts for approximately $6.4 billion. The public filings and press releases of Mirage Resorts and MGM Mirage report that in fiscal year 1999, the last full year of Mr. Wynn's tenure with Mirage Resorts, the company had grown to own and operate eight hotel casino resort properties totaling 630,000 square feet of casino gaming space and 16,577 hotel rooms that generated approximately $2.4 billion in revenue, $573 million in earnings before depreciation, interest, taxes and pre-opening costs and $110.4 million in net income.

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        In the major hotel destination casino resorts he has previously developed, Mr. Wynn has successfully employed a formula which integrates luxurious surroundings, upscale design, distinctive entertainment and superior amenities, including fine dining and high-end retail offerings, to create resorts that appeal to a variety of customers, especially high-end customers. We believe that Le Rêve will be Mr. Wynn's most innovative work to date. We also expect to capitalize on the widespread reputation of Mr. Wynn as a premier gaming entrepreneur.

        We believe that Le Rêve will represent a natural extension of the concepts Mr. Wynn has utilized in developing other major destination casino resorts. Following Mr. Wynn's formula, we plan to draw customers to Le Rêve by offering high-quality, non-gaming amenities such as fine dining, premier retail shopping and distinctive entertainment in intimate, luxurious surroundings so that the property, rather than the theme, will be the attraction. We will seek to differentiate Le Rêve from other major Las Vegas resorts by concentrating on our fundamental elements of design, atmosphere, personal service and level of luxury. Le Rêve will offer our guests lush landscaping and tiered waterfalls, an approximately three-acre lake in front of the hotel that guests can view only after entering the property and an arc-shaped hotel tower instead of the three-pointed "Y" and four-pointed "X" configurations that have become commonplace among Las Vegas hotel casino resorts.

        We are designing Le Rêve to have richly furnished, spacious guest rooms, an upscale setting and superior amenities to provide visitors with a new standard of luxury and refinement. Le Rêve will have a luxurious environment with a sophisticated, casually elegant ambiance rather than being focused on a highly themed experience like many other hotel casino resorts on the Las Vegas Strip. We believe that, over time, Le Rêve's more generally themed casually elegant environment, together with its high-end amenities, superior level of service and distinctive attractions, will have greater lasting appeal to customers than a resort with a particular theme and numerous attractions based on that theme. We also believe that the elegance of Le Rêve, and its convenient location on the Las Vegas Strip, will appeal to a variety of market segments, including high-end, casino, convention, leisure and tour and travel customers.

        Although a number of hotel casino resorts have announced or begun construction of expansion projects that will add to the number of hotel rooms on the Las Vegas Strip, we are not aware of any other major new hotel casino resort that plans to open on the Las Vegas Strip before Le Rêve. Therefore, at the time of Le Rêve's planned opening in March 2005, we believe that it will have been more than four years since a major new hotel casino resort opened on the Las Vegas Strip. As a result, we expect that there will be a high level of anticipation for Le Rêve. We intend to capitalize on this high level of anticipation, as well as the tendency of customers in the Las Vegas market to gravitate toward new attractions and locations. When Bellagio opened there was widespread publicity in newspapers, radio and other media outlets. We anticipate that publicity regarding Le Rêve's opening will be comparable.

        We are designing Le Rêve to appeal to upscale clientele looking for a first-class environment of elegance, sophistication and luxury. We will seek to attract a range of

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customers, including middle market customers and high-roller and premium gaming patrons, by providing guests with a premium level of luxury, amenities and service.

        We believe that the key elements of our approach include:

        We believe that the premium level of luxury, sophistication and service we intend to offer at Le Rêve, together with Mr. Wynn's experience and reputation in building and operating premier Las Vegas destination casino resorts, will appeal to high-roller gaming patrons, including wealthy international and domestic gaming patrons. In addition to the main casino, Le Rêve will offer a baccarat salon and high-limit private gaming rooms designed to create a sense of comfort and exclusivity for high-end gaming customers. In addition to standard hotel guest rooms, Le Rêve will offer 291 suites and six villas, all elegantly decorated and furnished.

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        We also expect to capitalize on the substantial network of international and domestic high-roller and premium customers who are familiar with Mr. Wynn from his tenure at Mirage Resorts. We believe that in operating some of the signature properties in Las Vegas, Mr. Wynn has developed a high degree of customer recognition and guest loyalty and therefore believe that Le Rêve will attract wealthy international and domestic gaming customers. We believe that Mr. Wynn's reputation will attract experienced, high-level international and domestic casino marketing executives. Le Rêve plans to have marketing executives located in local offices in Tokyo, Hong Kong, Singapore, Taiwan, Europe, New York and southern California, as well as independent marketing representatives in major U.S. and foreign cities. Mr. Wynn is not bound by any non-competition or non-solicitation agreements with MGM Mirage arising out of the acquisition of MGM Grand's acquisition of Mirage Resorts.

        We have planned Le Rêve as a luxury destination resort with amenities designed to generate substantial non-gaming revenue. We expect that non-gaming revenue will account for a substantial portion of our overall revenue. We expect the primary sources of this non-gaming revenue to include:

        According to Tradeshow Week 200, Las Vegas was the most popular trade show destination in the United States in terms of net square footage and number of trade week 200 shows in 2001, and one of the most popular convention destinations in the United States. Le Rêve will be adjacent to two of the largest trade show and convention facilities in the United States, the Las Vegas Convention Center and the Sands Expo and Convention Center. We expect visitors to the Las Vegas Convention Center and the Sands Expo and Convention

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Center to be a source of room demand for Le Rêve during mid-week periods when room demand by leisure travel is typically lower. We believe that our proximity to these trade show and convention facilities will make Le Rêve particularly attractive to business customers who attend trade shows and conventions. In particular, we expect that our free shuttle service will transport trade show and convention attendees and other Le Rêve visitors to and from the Las Vegas Convention Center in less than four minutes. Additionally, we expect each guest room will have a dedicated high-speed Internet connection utilizing state-of-the-art broadband connections that, for a fee, can be upgraded for in-room wireless Internet access with an adapter. Generally, this type of broadband connection is not currently available in the guest rooms of other hotels in Las Vegas. Because of this source of room demand, we believe that we will be able to charge mid-week room rates higher than those of other Las Vegas Strip hotels.

        We currently own approximately 212 acres of land, comprised of an approximately 55-acre plot on which Le Rêve is being constructed, an approximately 137-acre plot located behind the hotel on which the new golf course will be built, and an additional parcel of approximately 20 acres fronting Las Vegas Boulevard next to the Le Rêve site. We will use the 20-acre parcel while we are constructing Le Rêve for our corporate offices, pre-opening activities, recruiting and employment purposes and employee parking. If we meet prescribed cash flow tests for four consecutive calendar quarters after commencement of operations at Le Rêve, the 20-acre parcel will be released from the liens under our credit facilities and second mortgage notes and, in that event, we may decide to develop the parcel in the future. For example, in the future, we may decide to develop a second hotel casino as a Phase II development on the parcel to take advantage of the substantial infrastructure and amenities planned for Le Rêve. The Le Rêve design will include a major access corridor that could be used to connect a Phase II development to Le Rêve.

        In addition, the approximately 137-acre parcel on which our new golf course will be constructed will be released from the liens under our credit facilities and second mortgage notes, and will also be available for development, three years after the commencement of operations at Le Rêve and upon the achievement of prescribed maximum leverage ratio and minimum credit rating requirements. Portions of this parcel may be released from the liens to permit residential or other non-gaming development if we satisfy prescribed cash flow tests for a full fiscal year after Le Rêve commences operations and the development does not interfere with the use of the golf course and would not reasonably be expected to impair the overall value of Le Rêve.

        The members of our management team have extensive experience in developing and operating large scale hotels and casinos. Our management team includes:

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        We believe that the experience, talent and commitment of the members of our management team provide a substantial competitive advantage.

        Wynn Design & Development, a wholly owned subsidiary of Wynn Resorts, is responsible for managing construction costs and risks associated with the project. Marnell Corrao will be the builder and general contractor for Le Rêve. Marnell Corrao has extensive experience in building large Las Vegas destination resorts, including Bellagio, The Mirage, Treasure Island at The Mirage and New York-New York Hotel and Casino. We expect the total development cost of Le Rêve to be approximately $2.4 billion, including the cost of the land, capitalized interest, pre-opening expenses and all financing fees. Of that amount, the design and construction costs are estimated to be approximately $1.375 billion. We have entered into a guaranteed maximum price construction contract covering approximately $902 million of the budgeted construction cost, subject to increases based on scope changes and other exceptions, to construct the Le Rêve hotel and casino. Plans for a substantial portion of the budget for this contract have not been finalized. We plan to implement specific mechanisms that are intended to reduce the risk of construction cost overruns and delays, including:

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        The completion guaranty funds will not be available to us until Le Rêve opens, and the liquidity reserve funds will not be available to us, other than to meet our working capital needs, until we have met prescribed cash flow tests for a full fiscal year after the opening of Le Rêve.

        We have entered into a separate design/build contract with Bomel for the design and construction of the parking structure. Bomel has extensive experience constructing parking structures, including garages at Paris Las Vegas, Green Valley Ranch Station and The Palms Casino Resort. We expect to solicit competitive bids in summer 2002 for construction of the new golf course and to award the contract in the third quarter of 2002. We expect that the newly constructed golf course will be available for play when Le Rêve opens.

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The Steve Wynn "Brand"

        We expect to capitalize on the widespread recognition of Mr. Wynn, who we believe is widely viewed as the premier designer, developer and operator of destination casino resorts in Las Vegas. The following chart compares certain salient features of The Mirage and Bellagio with the features and amenities that we anticipate Le Rêve will offer.

 
   The Mirage(1)
   Bellagio(1)
   Le Rêve
Year of Opening   1989(2)   1998(2)   End of 2004
Approx. Property Acreage   83(3)   90   192(4)
Total Hotel Rooms (#)   3,044   3,005   2,701
Approx. Total Casino Sq. Ft.   107,200   155,000   118,400
Table Games (#)   120   141   120
Slot Machines (#)   2,294   2,433   2,000
Restaurants (#)   14(5)   17(6)   18
Approx. Retail Sq. Ft.   35,000(2)   92,610(6)   78,200
Approx. Convention Sq. Ft. (Gross)(7)   170,000(8)   125,000(6)   200,000
Show Rooms Seating (#)   2,769(8)   1,800(6)   2,080


Entertainment/Attractions

 

•  54 ft. erupting volcano
•  Dolphin habitat
•  100 ft. atrium with tropical garden
•  Siegfried & Roy show
•  Shadow Creek golf course(9)
•  Danny Gans Show

 

•  Dancing fountains
•  "O" (Cirque du Soleil)
•  Botanical conservatory
•  Art gallery

 

•  Art gallery(10)
•  Franco Dragone's water-based entertainment production
•  Adjacent championship golf course
•  Atrium garden feature
•  Mountain/lake setting
•  Ferrari/Maserati dealership
(1)
Unless otherwise indicated, the information provided for The Mirage and Bellagio is contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed by MGM Mirage.

(2)
As reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 filed by Mirage Resorts.

(3)
As reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 1992 filed by Mirage Resorts. This number does not include the Shadow Creek golf course, which is located off-site.

(4)
Le Rêve is located on an approximately 55-acre parcel of the property. The golf course will occupy approximately 137 acres of the property. This number does not include our parcel of approximately 20 acres currently used for our corporate offices, pre-opening activities, recruiting and employment purposes and employee parking.

(5)
Based on information provided by The Mirage.

(6)
Based on information provided by Bellagio.

(7)
Includes circulation (corridors) and patio space.

(8)
Based on information located at www.mirage.com.

(9)
Shadow Creek golf course is located off-site approximately twelve miles from The Mirage.

(10)
Featuring works from The Wynn Collection.

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The Le Rêve Resort

        The Hotel.    We have designed Le Rêve's hotel tower to be a 48-story building, comprised of 45 stories of hotel rooms and suites on top of a three-story low-rise building housing restaurants, retail outlets and the casino. The building will have a total area of approximately 5.2 million square feet. The high-rise building is configured in the shape of a gentle arc with the focal point of the tower being the Le Rêve lake, an approximately three-acre manmade lake situated in front of the hotel, and the manmade "mountain" in front of the lake along the Las Vegas Strip. We are designing the Le Rêve lake and "mountain" to provide special effects intended to entertain our guests and the pedestrians who come to our hotel and casino.

        The Le Rêve hotel guest main arrival area will feature an atrium garden adjacent to the registration desk with a view of Le Rêve lake below. We are designing Le Rêve to provide an intimate setting by minimizing walking distances throughout the hotel with a well-designed, organized floor plan to facilitate guest orientation and familiarity with the property. On average, walking distances from the registration hosts to the guest elevators will be only 460 feet. Comparative distances at The Venetian, Bellagio and The Mirage are approximately 530 feet, approximately 545 feet and approximately 570 feet, respectively. Once the guests arrive on their floor, the maximum walking distance to the most remote guest room will be approximately 240 feet, as compared to similar hotels such as Bellagio, The Mirage, Treasure Island at The Mirage and The Venetian at approximately 360 feet.

        We intend to decorate our 2,404 standard guest rooms with sophisticated interior design elements and materials. We plan for the standard guest rooms to have a floor layout of approximately 620 square feet, which is approximately 100 to 125 square feet more than the industry standard for a standard guest room. The arc-shaped design of our high-rise building has enabled us to design these rooms with widened entryways consisting of six-foot wide marble foyers. We believe that our standard rooms will contain elements of luxury, comfort and business utility that will distinguish them from other Las Vegas hotel rooms. All standard rooms will have views of either the golf course or Las Vegas Boulevard and also will have large working desks equipped with convenient and accessible electrical outlets and dedicated high-speed Internet connections. Standard room bathrooms will have an oversized countertop, double sinks, a makeup area and television, a glass shower enclosure, a separate toilet compartment and a bathtub for two.

        We also plan for Le Rêve to provide single and multiple bedroom luxury suites with superior amenities and furnishings designed to accommodate high-end hotel guests. Le Rêve will offer 270 parlor and salon suites (beginning at approximately 1,250 square feet) located in the tower of the hotel high-rise building and 21 one- and two-bedroom fairway lanai suites (beginning at approximately 2,200 square feet) located on the east side of the low-rise complex overlooking the golf course. The high-rise suites will be separated from the standard guest rooms on each floor, effectively creating a separate but adjoining "suite tower" accessible only to suite occupants. Occupants of the suites can also make use of a special hotel garden entrance to the hotel, located off of the south porte cochere VIP arrival area, as well as an exclusive elevator for the suites. The suites will be conveniently located near the casino and some of the fine-dining restaurants.

        We have designed these elegant and spacious suites to satisfy the expectations of the highly sought-after international gaming customer. The salon suites' living rooms and bedrooms are designed to have views overlooking the Las Vegas Strip or Las Vegas' surrounding geography. We plan for each salon suite to feature a luxurious lounge area with a media center, adjacent dining or conference area, wet bar and oversized bathroom.

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        We believe that the location of our lanai suites on the golf course fairway will be especially attractive to our VIP gaming customers and hotel guests who desire the peace and privacy of staying in more secluded living quarters detached from the main hotel complex. The 21 fairway lanai suites will be situated in a three-story structure with seven suites on each floor and will be conveniently located near our four swimming pools. Each of our fairway lanai suites will have its own private patio overlooking the golf course and will include programmable guestroom controls to accommodate many of the native languages of our hotel guests. Each of our suites will be decorated and furnished to satisfy the most discriminating tastes and clientele.

        We also will offer three two-bedroom and three four-bedroom villas located in the low-rise structure of our hotel. Our villas will average approximately 7,100 square feet. Our villas will be accessible via a private entry located off of the south porte cochere VIP arrival area and will be conveniently located close to our retail stores and fine-dining restaurants.

        The Casino.    We expect Le Rêve to have an approximately 118,400 square foot casino located in the center of the first level of the low-rise building. Le Rêve's casino will be designed with a feeling of casual elegance and color palettes that complement Le Rêve's resort setting. We have planned the casino to have a well-organized floor plan and well-defined pathways that will allow our patrons easy access to the casino. The casino's main gaming area will contain approximately 120 table games and 2,000 slot machines, a race and sports book, poker room and keno lounge. Our gaming limits will accommodate a full range of casino customers. In addition, Le Rêve will have a baccarat salon and private gaming rooms with direct access from the "suite tower." Each private gaming room will be elegantly appointed with its own private dining room and patio terrace overlooking Le Rêve's pools. We will market the casino directly to gaming customers using database marketing techniques, slot clubs and traditional incentives, such as reduced room rates and complimentary meals and suites. We will offer high-roller gaming customers premium suites and special hotel services.

        The Golf Course.    As described above, based on current publicly available plans, when Le Rêve opens, it will have the only golf course located on the site of a hotel casino resort on the Las Vegas Strip. We expect that the par 70, 18-hole championship golf course, which will be accessible only to hotel guests of Le Rêve, will feature three lakes and a series of meandering streams that will carve their way from the west to east end of the property. The 18th green will have a view of an approximately 30 foot waterfall. We have designed the golf course with dramatic elevation changes and plan to include water on almost every hole.

        Restaurants, Lounges, Bars and Nightclub.    We plan to offer 18 food and beverage outlets, including six fine-dining restaurants and a 600-seat buffet. We plan to follow the approach Mr. Wynn utilized at Mirage Resorts in seeking to persuade signature chefs to either move to Las Vegas or open second versions of restaurants that are well-known in other cities. We plan to engage a number of well-known interior designers to decorate and stylize Le Rêve's numerous restaurants. We expect Le Rêve to offer a full complement of lounges and bars and a nightclub. Several of our restaurants are planned to overlook the Le Rêve lake and will offer outdoor lounges and/or dining areas.

        Showroom.    Le Rêve's showroom will be customized to accommodate the unveiling of Franco Dragone's new water-based entertainment production. Mr. Dragone is the creative force behind Bellagio's production of "O" and Treasure Island at The Mirage's production of "Mystère," as well as Celine Dion's new production at the approximately 4,000-seat performing arts "Colosseum" currently being constructed by Caesars Palace and scheduled for completion in the first quarter of 2003. "O" and "Mystère" have been consistently sold out since opening.

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        The showroom will be connected via a corridor to the casino and will be conveniently located adjacent to the parking garage so that minors will not have to walk through the casino to enter the venue. The showroom will seat 2,080 guests and will feature an approximately 1,000,000 gallon performance pool. The seating for the showroom is designed to extend around the performance area a full 360 degrees and to be suspended over the performance pool with no seat farther than approximately 42 feet from the performance area.

        The Art Gallery.    Le Rêve will also offer an art gallery displaying rare paintings from The Wynn Collection. The Wynn Collection consists of works from 19th and 20th century European and American masters, and at various times has included works by Paul Cézanne, Paul Gaugin, Édouard Manet, Henri Matisse, Amedeo Modigliani, Claude Monet, Pablo Picasso and Vincent Van Gogh. Several of these paintings were on display at Bellagio before MGM Grand's acquisition of Mirage Resorts. Subject to certain notice restrictions, Mr. and Mrs. Wynn will retain the right to remove or replace any or all of the works of art that will be displayed in the art gallery. We currently operate the art gallery and pay for the insurance on the works of art and will continue to do so after Le Rêve opens. We lease The Wynn Collection from Mr. and Mrs. Wynn at a monthly rate equal to the gross revenue received by the gallery each month, less direct expenses, subject to a monthly cap. Prior to opening Le Rêve, we do not expect to make any material payments under this lease. The only financial exposure that we have under this lease is the cost of operating the art gallery, which is not material. After specified notice periods, we or Mr. and Mrs. Wynn may terminate this lease.

        Ferrari and Maserati Dealership.    We have entered into letters of intent with Ferrari North America, Inc. and Maserati North America, Inc. to open an authorized on-site, full-service Ferrari and Maserati dealership. We expect that our franchises will include an underground service area, as well as a café and retail store. Currently, there are only 29 Ferrari dealerships in the United States and we expect ours to be the first in Nevada. The dealership will be located near the main entrance to the hotel.

        The letters of intent require us to submit designs and plans for the dealership to Ferrari North America and Maserati North America for approval and to satisfy certain financing and other conditions. If we are approved to operate the franchises, Ferrari North America and Maserati North America will have first and senior priority security interests in their respective franchises. Under the letters of intent, no changes in the proportional equity interests in Wynn Resorts held by Mr. Wynn, Aruze USA, Baron Asset Fund and our public stockholders as a group upon consummation of this offering can be made without the approval of Ferrari North America and Maserati North America.

        Retail Space.    Le Rêve will contain approximately 78,200 square feet dedicated to retail shops. We expect to lease approximately half of the shops to tenants operating boutiques, including brand name and high-end boutiques. We plan to operate the remaining stores, including a golf shop and other shops selling, among other things, men's clothing, women's apparel and accessories, art, watches and sundries. Some of Le Rêve's shops will be dedicated to selling proprietary products specially created for Le Rêve.

        The Spa, Salon and Fitness Complex.    We will own and operate a world-class spa, salon and fitness complex offering high-end spa treatments and fitness equipment and custom label and branded skin and body treatment products, as well as clothing, accessories, and athletic wear. The 38,000 square foot spa and salon complex will be directly accessible from the main guestrooms, the suites and villas, and pool deck elevators.

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        Swimming Pools.    Le Rêve will offer its guests four outdoor swimming pools and two whirlpool spas. One swimming pool and one whirlpool spa will be dedicated for the exclusive use of our suite guests. The pool areas will feature cabanas and lush landscaping.

        Convention, Meeting and Reception Facilities.    Le Rêve will feature approximately 200,000 square feet (including corridors and patio space), including a grand ballroom, a junior ballroom and meeting rooms with outdoor patios overlooking either the pool area or the golf course, as well as boardrooms and a business center. Covered patios off of the meeting rooms are available as pre-function or break-out areas.

        The Wedding Chapels.    Le Rêve will include two intimate wedding chapels that we expect to seat 60 guests each.

        Parking.    Our north parking garage, which will have easy access to our hotel, will provide approximately 1,840 parking spaces for our guests and other visitors. The second level of the north parking garage will connect to a retail promenade that will lead to our casino. We will have two levels of valet parking under the hotel and a separate parking area for employees located on the 20-acre parcel next to the Le Rêve. In total, there will be approximately 3,950 parking spaces available to employees and guests of Le Rêve.

Gaming Market and Competition

        Overview.    Las Vegas is one of the fastest growing leisure, lodging and entertainment markets in the country. Las Vegas hotel occupancy rates are among the highest of any major market in the United States. According to the Las Vegas Convention and Visitors Authority, the number of visitors traveling to Las Vegas has continued to increase at a steady and significant rate. The number of visitors increased from approximately 29.6 million in 1996 to approximately 35.0 million visitors in 2001, a compound annual growth rate of 3.3%. Aggregate expenditures by these visitors increased at a compound annual growth rate of 7.5%, from approximately $22.5 billion in 1996 to approximately $31.6 billion in 2001. The number of residents in Clark County, the greater Las Vegas area, has increased from 1,115,940 residents in 1996 to 1,425,723 residents in 2000, a compound annual growth rate of 6.6%.

        Expanding Hotel and Gaming Market.    Las Vegas has one of the strongest and most resilient hotel markets in the country and, according to the American Gaming Association, has the largest casino gaming revenue in the United States. The number of hotel and motel rooms in Las Vegas has increased by 27.8% from 99,072 in 1996 to 126,610 in 2001. Major properties on the Las Vegas Strip opening over this time period include Bellagio, Mandalay Bay Resort & Casino, New York-New York Hotel and Casino, Paris Las Vegas, Aladdin Resort & Casino and The Venetian. In addition, a number of existing properties on the Las Vegas Strip embarked on expansions during this period including MGM Grand Hotel and Casino, Luxor Hotel and Casino, Circus Circus Hotel, Casino and Theme Park, Mandalay Bay Resort & Casino and Caesars Palace. Despite this significant increase in the supply of rooms in Las Vegas,

70


hotel occupancy rates exceeded on average 90.6% for the years 1990 to 1999, averaged 92.5% in 2000 and 88.9% in 2001.

HOTEL ROOM SUPPLY AND OCCUPANCY GRAPH

        According to the Las Vegas Convention and Visitors Authority, Clark County gross gaming revenue has increased by 31%, from approximately $5.8 billion in 1996 to approximately $7.6 billion in 2001. As a result of the increased popularity of gaming, Las Vegas has sought to increase its popularity as an overall vacation resort destination. We believe that the growth in the Las Vegas market has been enhanced as a result of a dedicated program by both the Las Vegas Convention and Visitors Authority and major Las Vegas hotels to promote Las Vegas as a major vacation and convention site and the increased capacity of McCarran International Airport.

ROOM INVENTORY AND REVENUE GRAPH

        Growth of Las Vegas Retail Sector and Non-Gaming Revenue Expenditures.    The Las Vegas market continues to evolve from its historical gaming focus to broader entertainment and leisure offerings. In addition to the traditional attractiveness of gaming, the market is continuing to expand to include retail, fine dining, sporting activities, major concerts and other entertainment facilities. This diversification has contributed to the growth of the market and broadened the universe of individuals who would consider Las Vegas as a vacation

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destination. The more diversified entertainment and leisure offerings present significant growth opportunities. In particular, the newer, large theme-destination resorts have been designed to capitalize on this development by providing better quality hotel rooms at higher rates and by providing expanded shopping, dining and entertainment opportunities to their patrons, in addition to gaming.

        Las Vegas as a Convention Center Attraction.    According to Tradeshow Week 200, an annual publication that analyzes the 200 largest trade shows in the United States, Las Vegas was the most popular trade show destination in the United States with a 28.4% market share of the Tradeshow Week 200 shows in terms of net square footage and one of the most popular convention destinations in the United States in 2001. In 1996, approximately 3.3 million persons attended conventions in Las Vegas, providing approximately $3.9 billion in non-gaming trade show and convention revenue. By 2001, the number of convention attendees increased to more than 4 million, providing approximately $4.8 billion in non-gaming and trade show convention revenue.

        Trade shows are held for the purpose of getting sellers and buyers of products or services together in order to conduct business. Trade shows differ from conventions in that trade shows typically require substantial amounts of space for exhibition purposes and participant circulation. Conventions generally are gatherings of companies or groups that require less space for breakout meetings and general meetings of the overall group. Las Vegas offers trade shows and conventions a unique infrastructure for handling the world's largest shows. This includes a concentration of approximately 72,000 hotel rooms located on the Las Vegas Strip, two convention centers—the Las Vegas Convention Center and the Sands Expo and Convention Center—with a total of over 4 million square feet of convention and exhibition space, convenient air service from major cities throughout the United States and other countries and significant entertainment attractions. In addition to the Sands Expo and Convention Center and the Las Vegas Convention Center, the MGM Grand Hotel and Casino has constructed a conference and meeting facility of approximately 300,000 gross square feet. The Mirage has recently added 90,000 gross square feet of meeting space, and Mandalay Bay Resort & Casino has begun construction of an approximately 1.8 million square foot convention center with an estimated completion date of early 2003. We believe that Las Vegas will continue to evolve as one of the country's preferred trade show and convention destinations.

        Statistics on the Las Vegas Gaming Industry.    The following table sets forth certain information derived from published reports of the Las Vegas Convention and Visitors Authority and the Nevada State Gaming Control Board concerning Las Vegas Strip gaming revenue and visitor volume and hotel data for the years 1996 to 2001. As shown in the table, the Las Vegas market has achieved significant growth in visitor volume and tourist revenue.

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Historical Data for Las Vegas Gaming Industry(1)

 
   1996
   1997
   1998
   1999
   2000
   2001
  
Las Vegas Visitor Volume     29,636,631     30,464,635     30,605,128     33,809,134     35,849,691     35,017,317  
Percentage Change     2.2 %   2.8 %   0.5 %   10.5 %   6.0 %   (2.3 )%

Total Visitor Expenditures(2)
 
$
22,533,258
 
$
24,952,189
 
$
24,577,469
 
$
28,695,178
 
$
31,462,337
 
$
31,555,924
 
Percentage Change     8.9 %   10.7 %   (1.5 )%   16.8 %   9.6 %   0.3 %

Las Vegas Strip Gaming Revenue(2)
 
$
3,579,269
 
$
3,809,373
 
$
3,812,630
 
$
4,488,657
 
$
4,805,059
 
 
4,703,692
 
Percentage Change     —     6.43 %   0.09 %   17.7 %   7.0 %   (2.1 )%

Las Vegas Convention Attendance
 
 
3,305,507
 
 
3,519,424
 
 
3,301,705
 
 
3,772,726
 
 
3,853,363
 
 
4,049,095
 
Percentage Change     13.0 %   6.5 %   (6.2 )%   14.3 %   2.1 %   5.1 %

Las Vegas Hotel Occupancy Rate
 
 
93.4
%
 
90.3
%
 
90.3
%
 
92.1
%
 
92.5
%
 
88.9
%

Las Vegas Hotel/Motel Room Supply
 
 
99,072
 
 
105,347
 
 
109,365
 
 
120,294
 
 
124,270
 
 
126,610
 
Percentage Change     10.0 %   6.3 %   3.8 %   10.0 %   3.3 %   1.9 %
(1)
Sources: Las Vegas Convention and Visitors Authority and Nevada State Gaming Control Board for the fiscal years ended December 31.

(2)
Dollars in thousands.

        Hotel/Casino Competition.    The casino/hotel industry is highly competitive. Le Rêve, which will be located on the Las Vegas Strip, will compete with other high-quality resorts and hotel casinos in Las Vegas, including those located on the Las Vegas Strip, on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment offered, theme and size. Le Rêve will also compete with other hotels in downtown Las Vegas, as well as a large number of hotels and motels in and near Las Vegas.

        In June 2003, The Venetian expects to complete a 1,000-room hotel tower on top of the resort's existing parking garage. Also, Mandalay Bay Resort & Casino has announced that it expects to begin construction of a 1,122-room, all-suite tower connected to the current hotel casino resort in September 2002, with an expected opening date of October 2003. Other than the expansions of The Venetian and Mandalay Bay Resort & Casino, we are not aware of any significant additions of hotel rooms to major hotel casino resort properties in Las Vegas or any developments of new major hotel casino resort properties in Las Vegas in the near future. Many of the competing properties, such as the Bellagio, Caesars Palace, Luxor Hotel and Casino, Mandalay Bay Resort & Casino, the MGM Grand Hotel and Casino, The Mirage, Monte Carlo Hotel and Casino, New York-New York Hotel and Casino, Paris Las Vegas, Rio All-Suite Hotel & Casino, Treasure Island at The Mirage and The Venetian, have themes and attractions which draw a significant number of visitors and will directly compete with our operations. Some of these facilities are operated by companies that have more than one operating facility and may have greater name recognition and financial and marketing resources than us and market to the same target demographic group as we will.

        We will seek to differentiate Le Rêve from other major Las Vegas resorts by concentrating on our fundamental elements of design, atmosphere, personal service and level of luxury.

        Las Vegas casinos, including our own, also compete, to some extent, with other hotel/casino facilities in Nevada and in Atlantic City, with riverboat gaming facilities in other states, with hotel/casino facilities elsewhere in the world, with state lotteries and with Internet gaming. In addition, certain states recently have legalized, and others may or are likely to legalize, casino gaming in specific areas. Passage of the Tribal Government Gaming and

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Economic Self-Sufficiency Act in 1988 has led to rapid increases in Native American gaming operations. Also, in March 2000, California voters approved an amendment to the California Constitution, allowing federally recognized Native American tribes to conduct and operate slot machines, lottery games and banked and percentage card games on Native American land in California and in accordance with federal law. These gambling activities are permitted if (1) the governor of California and a Native American tribe reach an agreement on a compact, (2) the California legislature ratifies the compact and (3) the federal government approves the compact. The governor, the legislature and the federal government have approved many compacts. As a result, casino-style gaming is now legal on many tribal lands in California. The proliferation of Native American gaming in California could have a negative impact on our operations. The proliferation of gaming activities in other areas could significantly harm our business as well. In particular, the legalization of casino gaming in or near metropolitan areas, such as New York, Los Angeles, San Francisco and Boston, from which we intend to attract customers, could have a substantial negative effect on our business.

        Our casino will also compete, to some extent, with other forms of gaming on both a local and national level, including state-sponsored lotteries, on- and off-track wagering and card parlors. The expansion of legalized gaming to new jurisdictions throughout the United States will also increase competition we face and will continue to do so in the future. Additionally, if gaming is legalized in jurisdictions near our property or our target markets where it currently is not permitted, we will face additional competition. See "Risk Factors—General Risks Associated with Our Business—Our casino, hotel, convention, retail and other facilities face intense competition."

        Retail Competition.    Le Rêve's retail stores will operate in a highly competitive environment. Le Rêve's retail stores will compete with other retail stores located in other Las Vegas hotel casino resorts and shopping districts. Among these Las Vegas shopping locations, Le Rêve will face significant competition from the retail stores at Bellagio, the Forum Shops at Caesars Palace, The Grand Canal Shoppes at The Venetian and Desert Passage at Aladdin Resort & Casino. In particular, Le Rêve's retail stores will face competition from the premium retail stores of the Fashion Show Mall, which is owned by The Rouse Company, a publicly traded company. The Fashion Show Mall, which is situated across the Las Vegas Strip from Le Rêve, is currently undergoing an extensive remodeling and expansion program, reportedly increasing in size from approximately 773,000 square feet to nearly 2 million square feet. Beginning in November 2002, the Fashion Show Mall is expected to contain an approximately 180,000 square foot Nordstrom and a flagship store of Bloomingdale's Home & Furniture. The expansion of the Fashion Show Mall is expected to be completed in October 2003 with a new Lord & Taylor and is expected to include a total of approximately 300 shops. In addition, Le Rêve's retail stores will compete with outlet shopping areas located on the way to Las Vegas from Los Angeles and other places, which tend to offer merchandise at discounted prices.

        Our retail stores will compete on the basis of, among other things, the location of our stores, the breadth, quality, style, and availability of merchandise, the level of customer service offered and merchandise price. We will also compete with other retail properties for retail businesses on the basis of the rent charged and location.

        We believe that our retail operations will generate approximately 5% of our total revenue. However, we will face significant competition in this market area. Any increase in our competitors' market share for retail customers in Las Vegas could negatively impact our operations in a significant manner. See "Risk Factors—General Risks Associated with Our Business—Our casino, hotel, convention, retail and other facilities face intense competition."

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Construction Schedule and Budget

        We have scheduled ground breaking for Le Rêve to occur in September 2002, with an opening to the general public scheduled for March 2005.

        Wynn Design & Development, a wholly owned subsidiary of Wynn Resorts, is responsible for the design and architecture of Le Rêve (except for the showroom) and for managing construction costs and risks associated with the Le Rêve project. Nevada law requires that a firm licensed as a professional architectural organization certify architectural plans. These architectural services for the Le Rêve project will be provided by the firm of Butler/Ashworth Architects, Ltd., LLC. The principals of the Butler/Ashworth firm are DeRuyter O. Butler and Glen Ashworth, both of whom are employees of Wynn Design & Development. Mr. Butler is Executive Vice President of Wynn Design & Development. Wynn Design & Development is the only client of the Butler/Ashworth firm and pays the salaries and benefits of Messrs. Butler and Ashworth. Neither we nor Mr. Wynn has an ownership interest in Butler/Ashworth.

        We expect the total development cost of Le Rêve to be approximately $2.4 billion, including the budgeted design and construction costs, cost of the land, capitalized interest, pre-opening expenses and all financing fees. The required cash interest payments and commitment fees on our credit facilities, our contemplated FF&E facility, the second mortgage notes and any other indebtedness and obligations of ours which will be due before four months following the estimated commencement date of operations of Le Rêve have been included in our estimate of the total development cost.

        Of the estimated $2.4 billion total development cost for Le Rêve, the design and construction costs are budgeted to be approximately $1.375 billion, including the cost of constructing the golf course and principal parking garage, but excluding costs such as pre-opening costs, entertainment production costs, site acquisition costs, construction period interest, financing fees and certain furniture, fixtures and equipment, such as slot machines, computer equipment and kitchen and dining supplies. In an effort to manage our construction risk, we have entered into a guaranteed maximum price construction contract with Marnell Corrao covering approximately $902 million of the budgeted $1.375 billion design and construction cost, subject to increases based on scope changes and other exceptions, to construct Le Rêve.

        We have entered into a guaranteed maximum price construction contract with Marnell Corrao covering approximately $902 million of the budgeted $1.375 billion design and construction costs, subject to increases based on, among other items, scope changes, to construct Le Rêve. Approximately $473 million of the $1.375 billion budgeted design and construction cost expenditures are not part of the guaranteed maximum price contract, such as:

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We are responsible for these elements of the budget, including any cost overruns with respect to these elements. Of this remaining $473 million of budgeted design and construction costs, we have spent approximately 6.4% to date. We have confirmed pricing with respect to another 35.2% so that we have spent or confirmed pricing for a total of approximately 41.6% of these remaining budgeted costs.

        We have entered into a design/build contract with Bomel for the design and construction of the principal parking garage for a lump sum of $9.85 million, subject to certain exceptions, including any changes in the scope of work, force majeure or owner delays. The construction contract with Bomel provides that design work will commence in June 2002. We expect that construction will commence in September 2002. We expect to solicit competitive bids in summer 2002 for the construction of the golf course and to award the contract in the third quarter of 2002. We expect that the newly constructed golf course will be available for play when Le Rêve opens.

        We expect to lease approximately one-half of the retail shops at Le Rêve to third parties and intend to provide some of our retail tenants an allowance for improvements as part of the lease arrangements. These construction costs and allowances are included in our design and construction budget for Le Rêve. Design and/or construction costs in excess of an allowance are intended to be the responsibility of the particular retail tenant. Nevertheless, if we are unable to successfully negotiate leases consistent within our design and construction budget, we may have to fund or construct, at our cost, additional improvements in connection with the leases relating to the space.

        We intend to operate most, if not all, of the restaurants at Le Rêve. We plan to construct the improvements for all of the restaurants, whether managed by us or by third parties, and the costs of those improvements are included in our design and construction budget.

        We believe that the overall design and construction budget of $1.375 billion is reasonable. In addition to the guaranteed maximum price provisions of the construction contract, we plan to implement specific mechanisms that are intended to reduce the risk of construction cost overruns and delays, including:

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Despite these protections, design and construction costs may be significantly higher than expected. In addition, the completion guaranty funds will not be available to us until Le Rêve opens. The liquidity reserve funds will not be available to us, other than to meet our working capital needs, until we have met prescribed cash flow tests for a full fiscal year after the opening of Le Rêve. Furthermore, if we do not complete construction of Le Rêve by August 31, 2005, we will be in default under our credit facilities, and the holders of our indebtedness will have the right to accelerate our indebtedness and exercise other rights and remedies against us. See "Risk Factors—Risks Related to Our Substantial Indebtedness—We are highly leveraged and future cash flow may not be sufficient to meet our obligations, and we might have difficulty obtaining more financing." We do not expect to be able to obtain insurance for delayed opening of Le Rêve, loss of use of the project or loss due to force majeure events. See "Risk Factors—Risks Associated with Our Construction."

Design and Construction Team

        Wynn Resorts' subsidiary, Wynn Design & Development, together with Mr. Wynn, is designing Le Rêve. Wynn Design & Development, which will supervise construction of Le Rêve, is comprised of a highly qualified team of specialists with an impressive track record in designing, constructing and completing major hotel casino resorts. The Wynn Design & Development team includes:

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Construction Contracts

        The following discussion summarizes the material terms of our construction contracts. These summaries do not purport to be complete and are qualified in their entirety by reference to the contracts themselves.

        Overview.    We have entered into a construction agreement with Marnell Corrao, the contractor, for construction services for a substantial portion of the construction, but not design, of Le Rêve, excluding the principal parking garage and the golf course construction, for a guaranteed maximum price. The guaranteed maximum price is approximately $902 million (subject to various contingent adjustments). The guaranteed maximum price includes:

        The guaranteed date of substantial completion is 910 calendar days from the date we direct Marnell Corrao by written notice to commence construction.

        Although we have determined the overall scope and general design of Le Rêve, not all of the construction elements that are the subject of the guaranteed maximum price contract

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have been finalized. The approximately $902 million maximum price includes construction components totaling approximately $515.5 million for which detailed plans have not yet been finalized. The guaranteed maximum price for these components is based on master concept plans and agreed upon design and other premises and assumptions for the detailed plans to be created for the remaining components. If the plans for these components do not substantially conform to the premises and assumptions described in the construction contract, or if we request change orders with respect to these components or any component for which there are final plans or defects or deficiencies in the architectural plans or concealed conditions, we will be responsible for the excess costs. For example, if the initial drawings, when finalized, are inconsistent with the premises and assumptions, we will be responsible for the increase, if any, in the cost to construct the work covered by those drawings over the previously agreed upon amounts designated for such work in the guaranteed maximum price, even if the drawings are redesigned to be consistent with the premises and assumptions. The premises and assumptions reflect general concepts and techniques pursuant to which the contractor will construct Le Rêve. However, the premises and assumptions may not be sufficiently specific so as to determine, as between the contractor and us, who is responsible for cost overruns in specific situations.

        As of the date of this prospectus, and with regard to a portion of the construction budget covered by the Marnell Corrao construction contract:

        Drawings for the interior work on the project have not been finished. We are responsible for all costs and cost overruns associated with the interior work.

        There are also certain permit and similar fees and costs which are not Marnell Corrao's responsibility and are not a part of the guaranteed maximum price, but are our responsibility.

        The construction contract calls for the cost of the work provided by Marnell Corrao to be at the lowest reasonably available prices obtainable by Marnell Corrao's best efforts, unless we have given prior written consent to incur higher expenses.

        If we reasonably believe at any time, based on the progress of the work and the cost of the work, that the work cannot be completed for the guaranteed maximum price, we have the right after certain notice periods to require Marnell Corrao to provide us with satisfactory evidence of funds available to Marnell Corrao to pay any anticipated overages.

        Due to the lack of final plans for substantial portions of the project, the construction contract does not require Marnell Corrao to adhere to specific cost limits on a line item basis. Rather, it only obligates Marnell Corrao to complete the construction within an overall guaranteed maximum price subject to certain general balancing and other requirements. Therefore, subject to the general balancing requirements of the construction contract, there is

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a risk that the funds earmarked for the guaranteed maximum price could be exhausted before substantial completion of the project should Marnell Corrao spend greater amounts on certain line items in the earlier stages of construction. In addition, the disbursement agreement and the credit facilities will contain balancing provisions requiring us to demonstrate, as a condition to every release or drawdown of funds, that we have sufficient funds available to cover all remaining construction costs, plus required contingency, in accordance with our construction budget. Accordingly, if Marnell Corrao spends greater amounts than anticipated in respect of any component of the work, we may be denied further access to the proceeds of the second mortgage notes and under our credit facilities.

        We will continue to evaluate the project design in relation to its construction schedule and budget and the demands of the Las Vegas tourist and gaming market. Accordingly, the design of individual elements of Le Rêve may be refined from the descriptions contained in this prospectus.

        Potential Increases in the Guaranteed Maximum Price.    The construction contract with Marnell Corrao provides that the guaranteed maximum price will be appropriately increased, and the deadline for completion of construction will be appropriately adjusted, on account of, among other circumstances:

        We will commence construction of Le Rêve before all plans and specifications will be completed. Delays in completing the remaining drawings and specifications could cause delays in the substantial completion of the work and, under specific circumstances, could defer the contractor's obligation to deliver the completed project by the scheduled completion date.

        Cost overruns could cause us to be out of "balance" under our debt facilities and, consequently, unable to obtain funds from the second mortgage note proceeds secured account or to draw down under our credit facilities. If we cannot obtain these funds, we will not be able to open Le Rêve to the general public on schedule or at all.

        When we finalize plans or specifications in the future, we may discover that we need to obtain additional funding, which may not be available on satisfactory terms or at all, or we may choose to reduce the scope of work and design components to reduce costs of the work.

        Competitive Bids.    Unless we specify otherwise, subcontractors will be selected after a bidding process that includes, to the extent practicable, at least three bidders from a list of bidders provided by Marnell Corrao. Marnell Corrao will submit the various bids received from prospective subcontractors, all information available to Marnell Corrao with respect to the bids and prospective subcontractors and Marnell Corrao's recommendation of the prospective subcontractor for the contract. We, with Marnell Corrao's assistance, will select each subcontractor based on this information. If we select a subcontractor other than one

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recommended by Marnell Corrao, and there is a difference in the bids of the subcontractor we select above stated thresholds, the guaranteed maximum price may be increased.

        Substantial Completion.    Marnell Corrao is responsible for achieving "substantial completion" of the work by a guaranteed date of substantial completion. Substantial completion is defined in the construction contract as the stage in the progress of the development of Le Rêve when it is sufficiently complete, including the receipt of necessary permits, licenses and approvals, so that all aspects of Le Rêve covered by the construction contract can be open to the general public. As mentioned earlier, under the construction contract, the guaranteed date of substantial completion is 910 calendar days from the date we direct Marnell Corrao by written notice to commence construction. This period is referred to in the construction contract as the "contract time," and may only be adjusted in accordance with the construction contract. The contract time may be extended, among other reasons, due to force majeure events as noted below, and changes by us in the scope of the work.

        Plans for a substantial portion of the approximately $902 million guaranteed maximum price construction budget have not been finalized. Delays in completing the remaining drawings and specifications could cause delays in the substantial completion of the work and, under certain circumstances, could defer Marnell Corrao's obligation to deliver the completed project by the scheduled completion date.

        Parent Guaranty.    Austi, the parent company of Marnell Corrao, has agreed to provide a continuing guaranty by which Austi guarantees Marnell Corrao's full performance and payment obligations under the construction contract until final payment under that contract. Austi is a private company controlled by the Anthony A. Marnell II family.

        Force Majeure and Owner Delay.    Any delays in performance by Marnell Corrao arising from a force majeure occurrence, which includes industry-wide labor disputes affecting the general Las Vegas area and not limited to the project, fire, unavoidable casualties, adverse weather conditions not reasonably anticipated, or other causes which, based on Marnell Corrao's extensive experience in constructing projects of similar scope and complexity in the same location, are unforeseeable and beyond Marnell Corrao's reasonable control, and any delays caused by us or our agents, consultants or separate contractors, may, subject to certain limitations, allow Marnell Corrao an extension of the contract time.

        Payment and Performance Bond.    Marnell Corrao will obtain a performance and payment bond in the amount of $150 million, covering its performance of the construction contract and payment of obligations thereunder. The performance and payment bond will be issued by a bonding company with an A.M. Best Co. rating of A XV or better, and will name us and our lenders and agents relating to the lenders under our credit facilities and the trustee on behalf of the second mortgage note holders as obligees and beneficiaries. After it is issued, the performance and payment bond may not be increased or decreased unless we approve in advance. Certain of the subcontractors performing work for Marnell Corrao on the project will also be bonded.

        Early or Late Completion.    If Marnell Corrao achieves substantial completion of the work before the guaranteed date of substantial completion without increasing the cost of the work to achieve such early completion, we will pay Marnell Corrao an early completion bonus equal to $50,000 per day for each day before the guaranteed date of substantial completion that the work was substantially completed. The amount of the early completion bonus will not exceed $1 million.

        If Marnell Corrao fails to achieve substantial completion of the work within the contract time, Marnell Corrao will pay us, as liquidated damages, $300,000 per day beginning on the

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sixth day after the guaranteed substantial completion date and continuing every day thereafter until substantial completion of the work is achieved or the total amount of liquidated damages equals $9 million. Marnell Corrao's liability to us for damages arising solely from delays caused by Marnell Corrao or for which Marnell Corrao is responsible, will not exceed $9 million as provided in the construction contract. We cannot assure you that construction will be completed on schedule and, if completion of the construction is delayed beyond the grace period, our actual damages may exceed $9 million, or 30 days of delay.

        Payment.    Marnell Corrao must make an itemized application for payment based on an approved schedule of values. Payment of the application is subject to approval by us and our lenders, based on the conditions of the construction contract. Subject to certain limitations imposed by the Nevada Revised Statutes, the construction contract allows us to withhold amounts from any payments due to Marnell Corrao which we determine to be necessary to protect us against liens until the liens are bonded or otherwise discharged. See "Risk Factors—Risks Associated with Our Construction—Development costs of Le Rêve are estimates only and actual development costs may be higher than expected." We are entitled to retain 10% of all monies due to subcontractors under the monthly applications for payment until the work is complete, though there is no retainage on payments to Marnell Corrao or vendors. However, after 50% of the scope of the work is complete, we may elect to reduce the level of retention for selected subcontractors under certain conditions and subject to the approval of our lenders.

        Warranties and Guarantees.    Marnell Corrao's general construction warranty and guarantee extends for one year after substantial completion of the work. Marnell Corrao guarantees that its construction workmanship will be first class in quality, free from all faults and defects, and that the work will comply with the construction contract requirements and all applicable laws, codes and regulations. Marnell Corrao also guarantees that all materials, equipment, mechanical devices and supplies incorporated into the work will be new and will strictly meet the specifications and requirements of the construction contract.

        Furthermore, Marnell Corrao warrants that Marnell Corrao has substantial experience in performing major projects with scopes of work similar to Le Rêve, and, where required by law, is licensed to perform the work. Marnell Corrao will assign to us all subcontractor warranties and/or guarantees and provide the benefit of all vendor's warranties. Marnell Corrao also agrees to assist us in prosecuting the enforcement of all subcontractor and vendor warranties. Marnell Corrao's warranty excludes damages or defects caused by ordinary wear and tear, insufficient maintenance, improper operation or improper use by us.

        Insurance.    Through the owner-controlled insurance program, we will pay for and maintain builder's risk and "wrap-up" liability insurance upon Marnell Corrao's and all subcontractors' work at the site. This insurance includes:

        The owner-controlled insurance program will be for the benefit of us, Marnell Corrao and its subcontractors, unless specifically excluded, who have on-site employees. It is anticipated that the lenders under our credit facilities and the trustee on behalf of the second mortgage note holders will be required to be named as additional insureds under the insurance required to be carried under the construction contract. This coverage applies only to work performed

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under the construction contract at the site. Participation in the owner-controlled insurance program will be mandatory. Marnell Corrao is required to, and is required to cause all of the subcontractors to, complete all forms, submit the information required and comply with the terms of the owner-controlled insurance program manual. No exceptions can be made to this requirement without our prior approval.

        Additional Insurance.    Additionally, Marnell Corrao is required to, and is required to cause the subcontractors to, obtain and maintain the following, which are not included in the owner-controlled insurance program:

Also, included as a cost of the work within the guaranteed maximum price is our obligation to reimburse Marnell Corrao for certain additional insurance maintained by Marnell Corrao but not required by the construction contract.

        Ineligible Parties and Termination of the Owner-Controlled Insurance Program.    We have the right to terminate or to modify the owner-controlled insurance program upon 30 days advance written notice to Marnell Corrao and each subcontractor covered by the owner-controlled insurance program. If Marnell Corrao or any subcontractor fails to, or is ineligible to, enroll in the owner-controlled insurance program or the owner-controlled insurance program is terminated, Marnell Corrao and the subcontractors must provide, pay for and maintain the following types of coverage in accordance with the requirements of the construction contract, including as to coverage amounts, and in addition to the additional insurance noted above:

For all of these policies, Marnell Corrao and all subcontractors must obtain a waiver of subrogation, where allowed by law, against us and all other named insureds and their agents and employees.

        Indemnification.    Marnell Corrao has agreed to indemnify us, our affiliates and our lenders (including trustees and agents relating to the lenders under our credit facilities and the trustee on behalf of the second mortgage note holders) from all claims, costs, expenses, damages, liabilities and losses, including the defense of lawsuits or threatened lawsuits, suffered by or threatened against us and/or our affiliates and lenders (including trustees and agents related to our lenders and our financing and the trustee on behalf of the second mortgage note holders) that relate to or arise out of performance of the work or any act or omission of Marnell Corrao or any subcontractor or vendor and that are imposed by law or relate to, among other things:

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        In the event of contributory negligence by us and/or any indemnitee, Marnell Corrao will only be liable for payment in direct proportion to Marnell Corrao's percentage of fault, if any. Further, Marnell Corrao's indemnification obligation does not apply to a claim to the extent of any insurance proceeds actually received by the indemnitee or to a claim related to hazardous materials, subject to certain exceptions, and is limited as to damages for delay in completion of construction.

        Also, under the construction contract, Wynn Las Vegas has agreed to indemnify Marnell Corrao and its affiliates from all claims, costs, expenses, damages, liabilities and losses, including the defense of lawsuits or threatened lawsuits, suffered by or threatened against Marnell Corrao and/or its affiliates that relate to or arise out of any act or omission by us and that are imposed by law or relate to:

        Certain liability limitations and releases in favor of the owner contained in the construction contract are also express limitations on the owner's indemnity obligations.

        Termination of Construction Contract.    Except as described below, we may cancel the construction contract or suspend, reduce, interrupt or delay, in whole or in part, the construction for our convenience at any time and under any circumstances by providing written notice to Marnell Corrao. If we cancel, suspend, reduce, interrupt or delay the construction contract, Marnell Corrao will do only the work necessary to preserve and protect the work already in progress and complete any work not cancelled, suspended, interrupted, delayed or reduced, and cancel all existing orders to vendors and subcontractors relating to terminated work. With respect to such cancellation, suspension, reduction, interruption or delay, the construction contract provides that we have no liability to Marnell Corrao or any subcontractor or vendor for, and neither Marnell Corrao nor any subcontractor or vendor may make any claim for, lost profit or overhead, and they have agreed to expressly limit their remedies in such event. However, our rights to terminate, suspend or delay the construction and the limitation on Marnell Corrao's remedies conflict with express provisions of the Nevada Revised Statutes and may not be enforceable. See "Risk Factors—Risks Associated with Our Construction—Development costs of Le Rêve are estimates only and actual development costs may be higher than expected."

        Lenders.    Marnell Corrao has agreed to cooperate with all lenders, trustees, intercreditor agents, administrative agents and disbursement agents whom we designate, and will, on request, execute and deliver documents and instruments reasonably requested by those persons, including an amendment to the construction contract, so long as the amendment does not materially or substantially alter the rights, duties or obligations of Marnell Corrao and the subcontractors under the construction contract. Representatives of our lenders and the designated trustees, intercreditor agents, administrative agents and disbursement agents will also have access to the work and site and are entitled to audit Marnell Corrao, subcontractors and vendors to the same extent as us. Material changes to the drawings,

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specifications, contract time and guaranteed maximum price also may be subject to approval of our lenders.

        Claims and Disputes.    All claims relating to the construction contract initially must be made to us within 14 days after the claim arises. If we do not resolve the claim, the claim may be submitted to a court of competent jurisdiction in the state or federal courts in Las Vegas or Clark County, Nevada. Pending resolution of any claim, and subject to the Nevada Revised Statutes, Marnell Corrao will continue to perform construction so long as Marnell Corrao is paid for any amounts not in dispute. See "Risk Factors—Risks Associated with our Construction—Development costs of Le Rêve are estimates only and actual development costs may be higher than expected."

        Wynn Las Vegas has entered into a design/build contract with Bomel for the design and construction of the principal parking garage for a lump sum of $9.85 million, subject to specified exceptions. The principal parking garage will consist of approximately 1,840 parking spaces and associated infrastructure. The construction contract with Bomel provides that design work will commence in June 2002. We expect that construction will commence in September 2002.

        Bomel and its subcontractors will be covered by the owner-controlled insurance program to the same extent and subject to the same exceptions and requirements as Marnell Corrao and its subcontractors for the casino and hotel portion of Le Rêve. The obligations of Bomel will not be bonded.

        The construction contract for the parking garage provides that the maximum cost to us for completion of Bomel's work on the garage will not exceed $9.85 million, subject to certain exceptions, including any changes in the scope of work, force majeure or owner delays. To complete the garage facility, we expect to perform additional work under our own direction, which is budgeted to cost an additional approximately $1.65 million.

        Bomel's general construction warranty extends for one year, and up to five years with regard to some watertight aspects, after final completion of its work on the garage facility.

        We estimate that the cost to construct the golf course will be approximately $21.5 million. We expect to solicit bids in summer 2002 for the construction of the golf course and to award the contract in the third quarter of 2002. We cannot guarantee that our ultimate contract with a golf course contractor will contain provisions to protect us against cost overruns or delays associated with the golf course construction.

Water Show Entertainment Production Agreement

        We have entered into an agreement with Calitri Services and Licensing Limited Liability Company under which Calitri will create, develop and produce the water show at the Le Rêve showroom. Under the agreement, Calitri is required to employ Franco Dragone as the principal creator of the production, and the concept of the production is subject to Mr. Wynn's approval. Under the agreement, as orally amended, we will pay Calitri a $4 million fee, $2 million of which has been paid, and fund parts of the development and production budgets. In addition, Calitri will receive 10% of the revenue and one-half of the profits of the production. Under the agreement, we and Calitri will have joint and equal ownership rights to the production and any related intellectual property rights. The initial term of the agreement is

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ten years. However, if the production fails to satisfy certain revenue requirements, we may terminate the agreement prior to the end of its term. We also have an option to renew the agreement for an additional five-year term. We intend to enter into a written memorialization of this oral agreement prior to the completion of this offering. Upon the completion of this offering, we plan to grant Mr. Dragone an award of            shares of restricted stock. The restricted stock will be subject to our repurchase right, which will lapse in June 2006.

Marketing

        We believe that in operating some of the signature properties in Las Vegas, Mr. Wynn has developed a high degree of customer recognition and guest loyalty and therefore believe that Le Rêve will attract wealthy international and domestic gaming customers. We believe that Mr. Wynn's reputation will attract experienced, high-level international and domestic casino marketing executives. We also plan to utilize Mr. Wynn's network of longstanding relationships with representatives of high-roller and premium gaming players to attract these types of players to Le Rêve. Le Rêve plans to have marketing executives located in local offices in Tokyo, Hong Kong, Singapore, Taiwan, Europe, New York and southern California, as well as independent marketing representatives in major U.S. and foreign cities. We plan to develop a state-of-the-art guest loyalty program at Le Rêve to integrate in real-time, all gaming, hotel, food, beverage and retail revenue of a particular guest and compare it against incurred expenses to determine the profitability of that guest.

Seasonality

        We do not consider our Las Vegas business to be particularly seasonal. However, we expect that our revenue and cash flow may be slightly reduced during the summer months due to the tendency of Las Vegas room rates to be lower at that time of the year.

Employees

        We currently employ approximately 225 employees. We anticipate that when Le Rêve opens, we will employ approximately 7,000 employees in connection with the operation of our hotel casino resort. As a result, we will need to undertake a major recruiting and training program before the opening. However, we believe that we will be able to attract and retain a sufficient number of qualified individuals to operate the hotel and casino. We believe that we will be able to capitalize on Mr. Wynn's reputation and established relationships with former gaming, hotel and food and beverage employees in the Nevada community to supply the necessary work force to adequately operate Le Rêve's hotel casino resort. Under Mr. Wynn, Mirage Resorts was ranked as the fourth best company in the United States in quality of management in the March 3, 1997 issue of Fortune magazine. We will pay competitive market wages to our employees.

        Currently, Valvino is a party to five collective bargaining agreements with four different unions which it assumed in connection with the acquisition of the Desert Inn Resort & Casino. All of these agreements will expire before the scheduled opening of Le Rêve. However, the unions may seek to organize the workers at Le Rêve or claim that the agreements assumed in connection with Valvino's acquisition of the Desert Inn Resort & Casino obligate us to enter into negotiations with one or more of the unions to represent the workers at Le Rêve. Unionization or pressure to unionize could increase our labor costs.

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Trademarks, Service Marks and Copyrights

        We have purchased the common-law name and mark "LE REVE" from a California trust operating a hotel by that name. This purchase removed the California trust as a prior user with superior rights, and potentially enhanced our rights to the name for hotel services. We have also applied to register the "LE REVE" trademark and service marks in the United States Patent and Trademark Office for hotel services and casinos. In addition, we have applied to use this mark for other uses, including gift shop items, none of which, individually, will be material to our business. Each of these applications is pending.

        The Patent and Trademark Office translates "LE REVE" as "THE DREAM" and, as a result, has cited other "DREAM" marks as a basis for preliminarily refusing to allow our "LE REVE" applications. We believe there is a reasonable possibility of overcoming some of these preliminary refusals.

Properties

        Land.    We currently own approximately 212 acres of land on or near the Las Vegas Strip on the site of the former Desert Inn Resort & Casino. Le Rêve will total 192 acres consisting of approximately 55 acres at the northeast corner of the intersection of Las Vegas Boulevard and Sands Avenue and the approximately 137-acre golf course to be constructed behind the hotel. The balance of the 212 acres consists of an additional parcel of approximately 20 acres that is available for future development.

        Water rights.    Wynn Resorts indirectly owns approximately 935 acre-feet of certificated water rights through its subsidiary, Desert Inn Improvement Co. Desert Inn Improvement Co. currently provides water to the existing office building on the site of the former Desert Inn Resort & Casino and the remaining homes around the golf course and, as a result, is a public utility company under Nevada law and is subject to regulatory restrictions imposed by the Nevada Public Utilities Commission. See "Risk Factors—General Risks Associated with Our Business—We will be subject to regulatory control by the Public Utilities Commission of Nevada."

        Valvino owns an additional approximately 50 acre-feet of certificated water rights. This water will be used to supply the water for the Le Rêve lake, subject to the approval of the Nevada State Engineer. See "—Premier Location and Other Features of the Le Rêve Site—Water Rights."

Legal Proceedings

        From time to time, we are involved in litigation relating to claims arising out of the ordinary course of business.

        In addition, Valvino is currently involved in litigation related to its ownership and development of residential lots around the former Desert Inn golf course. Valvino acquired some, but not all, of the residential lots located in the interior of and around the former Desert Inn golf course when it acquired the former Desert Inn Resort & Casino from Starwood Hotels & Resorts Worldwide, Inc. Valvino later acquired all of the remaining lots located in the interior of, and some of the remaining lots around, the former Desert Inn golf course. In total, Valvino acquired 63 of the 75 residential lots, with Clark County having acquired two of the lots through eminent domain in 1994 as part of the widening of Desert Inn Road. The residential lots, previously known collectively as the Desert Inn Country Club Estates, were subject to various conditions, covenants and restrictions recorded against the lots in 1956 and amended from time to time since then.

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        On October 31, 2000, Ms. Stephanie Swain, as trustee of the Mark Swain Revocable Trust, and some of the homeowners whose lots Valvino did not purchase filed an action in Clark County against Valvino and the then directors of the Desert Inn Country Club Estates Homeowners' Association. The plaintiffs are seeking various forms of declaratory relief concerning the continued governance of the homeowners' association. In addition, the plaintiffs have challenged the termination in June 2001 of the conditions, covenants and restrictions recorded against the residential lots. The plaintiffs also seek to establish certain easement rights that Ms. Swain and the other homeowners claim to possess. Specifically, the remaining homeowners seek to establish easement rights to enter upon the golf course for exercise and other leisure purposes, and to use the roadways for entrance and exit purposes. At least two of the plaintiffs also have alleged the existence of an equitable implied restriction prohibiting any alternative commercial development of the golf course.

        The trial in this matter is scheduled for February 2003. The court has, nonetheless, entered several preliminary injunction orders concerning the parties' respective property rights. Among other things, the court has ordered that Valvino is free to develop the golf course and the remainder of its property as it deems fit, subject to all applicable legal restraints. In that regard, Valvino was permitted to remove all homes and structures on its properties surrounding the golf course and those located on the Country Club Lane cul de sac, which ran to the interior of the golf course. Valvino has removed all structures that were on its lots, together with the cul-de-sac, and has relandscaped the property to blend into the existing golf course. The court has also entered an order prohibiting Ms. Swain from filing a lis pendens against the golf course property.

        The plaintiffs have sought, and successfully obtained, a preliminary injunction to compel Valvino to subsidize security to homeowners who reside near the project. Valvino has appealed this ruling and the issue is now pending before the Nevada Supreme Court.

        Discovery in this case is currently ongoing. Valvino is vigorously contesting all of the homeowners' claims and will continue to do so. However, if the plaintiffs prevail on their claims and the conditions, covenants and restrictions on the lots remain in effect, we may have to adjust our current plans for the construction of the golf course by redesigning some of the holes located on the periphery of the course. In addition, if the court finds that there is an implied equitable restriction on the golf course lots, any future development of the golf course parcel for an alternative use may be restricted.

Macau Opportunity

        The government of the Macau Special Administrative Region of the People's Republic of China has awarded Wynn Resorts (Macau), S.A. a provisional concession to negotiate a concession agreement with the Macau government to construct and operate one or more casinos in Macau.

        The Macau peninsula, located in southeast China on the South China Sea, is approximately 37 miles south of Hong Kong, the home of many of the tourists and the entry point for a significant number of other tourists, who visit Macau's casinos every year. According to the Macau Tourism Board, approximately 10 million people visited Macau during 2001.

        Macau was a colony of Portugal for almost 450 years. In December 1999, Portugal transferred control of Macau to China, which reestablished the territory as a special administrative region of China. In the past, gaming in Macau had been administered as a government-sanctioned monopoly franchise awarded to a single business. However, under the authority of the Chief Executive and the newly appointed Casino Tender Commission of

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Macau SAR, the government of Macau has recently decided to liberalize the gaming industry by granting concessions to operate casinos to three companies. Sociedade de Jogos de Macau, owned by Stanley Ho, who through another entity has held the monopoly franchise to conduct the only gaming operations in Macau for approximately 40 years, has been granted one of the concessions. Galaxy Casino Co. Ltd., which has entered into a management agreement with the operators of The Venetian in Las Vegas, has been awarded a provisional concession to negotiate an agreement for another concession. Wynn Resorts (Macau), S.A., of which we expect to own 80%, has been awarded a provisional concession which permits it to negotiate with the government of Macau an agreement for the third concession.

        We are in the process of negotiating such a concession agreement. We are also in the process of negotiating acquisition of the rights to use the land on which we would build the first casino. If we can reach agreement with the government of Macau with respect to the concession and the land, we may be able to capitalize on the opportunity to own one or more casinos in Macau. However, we cannot assure you that we will reach any such agreement on terms that are satisfactory to us or at all. If we do not reach a satisfactory agreement, we will be unable to build or operate any casinos in Macau.

        In addition, potential concession holders are subject to suitability requirements in terms of background, business experience, associations and reputation, as are shareholders of 5% or more of the concession holder's equity securities, officers, directors and key employees. The government of the Macau SAR also evaluates potential concession holders in terms of financial capability to sustain a gaming business in Macau. Failure to satisfy the government's requirements to be awarded a gaming concession would prevent us from opening casinos in Macau.

        Moreover, we would need to obtain the necessary financing to fund the development, design and construction of such a project or projects. We contemplate that such financing would involve incurring indebtedness or offering equity in our foreign subsidiaries. We cannot assure you that we would be able to obtain such financing on acceptable terms or at all.

        As a result of these factors, our opportunity to build and operate one or more casinos in Macau is highly contingent and you should not rely on such opportunity in deciding to purchase Wynn Resorts' common stock.

        If we develop our opportunity in Macau, certain Nevada gaming laws will apply to our proposed gaming activities and associations there. For example, we will be required to comply with certain reporting requirements and, certain circumstances, we may be subject to disciplinary action by the Nevada Gaming Commission if we:

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In addition, if the Nevada State Gaming Control Board determines that any of our actual or intended activities or associations in Macau may be prohibited pursuant to one or more of the standards described above, the Nevada State Gaming Control Board can require us to file an application with the Nevada Gaming Commission for a finding of suitability of the activity or association. If the Nevada Gaming Commission finds that the activity or association in Macau is unsuitable or prohibited, we will either be required to terminate the activity or association, or we will be prohibited from undertaking the activity or association. Consequently, should the Nevada Gaming Commission find that our gaming activities or associations in Macau are unsuitable, we may be prohibited from undertaking our planned gaming activities or associations in Macau, or be required to divest our investment in Macau on unfavorable terms. See "Risk Factors—Risks Associated with our Macau Opportunity—If we are granted a concession to build and operate one or more casinos in Macau, certain Nevada gaming laws would apply to our planned gaming activities and associations in Macau."

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REGULATION AND LICENSING

        The gaming industry is highly regulated. The following description should not be construed as a complete summary of all the regulatory requirements that we face. Gaming registrations, licenses and approvals, once obtained, can be suspended or revoked for a variety of reasons. We cannot assure you that we will obtain all required registrations, licenses and approvals on a timely basis or at all, or that, once obtained, the registrations, findings of suitability licenses and approvals will not be suspended, conditioned, limited or revoked. See "Risk Factors—General Risks Associated with Our Business—Le Rêve is subject to extensive state and local regulation and licensing and gaming authorities have significant control over our operations, which could have a negative effect on our business." If we ever are prohibited from operating one of our gaming facilities, we would, to the extent permitted by law, seek to recover our investment by selling the property affected, but we cannot assure you that we would recover its full value.

        The ownership and operation of casino gaming facilities in the State of Nevada are subject to the Nevada Gaming Control Act and the regulations made under the Act, as well as to various local ordinances. Once the resort is open, Le Rêve's operations, will be subject to the licensing and regulatory control of the Nevada Gaming Commission, the Nevada State Gaming Control Board and the Clark County Liquor and Gaming License Board, which we refer to collectively as the Nevada Gaming Authorities.

        The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy. These public policy concerns include, among other things:

Changes in these laws, regulations and procedures could have significant negative effects on Le Rêve's proposed gaming operations and our financial condition and results of operations.

        Before Le Rêve opens, Wynn Las Vegas, as the owner, operator and manager of Le Rêve, will be required to seek approval from, and be licensed by, the Nevada Gaming Authorities as a limited liability company licensee, referred to as a company licensee. If we are granted a gaming license, we will have to pay periodic fees and taxes. The gaming license will not be transferable. We cannot assure you that Wynn Las Vegas will be able to obtain approval and license from the Nevada Gaming Authorities on a timely basis or at all.

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        Before Le Rêve opens, Wynn Resorts will be required to apply to, and be found suitable by, the Nevada Gaming Commission to own the equity interests of Valvino and to be registered by the Nevada Gaming Commission as a publicly traded corporation, referred to as a registered company, for the purposes of the Nevada Gaming Control Act. Valvino will be required to apply to, and be found suitable by, the Nevada Gaming Commission to own the equity interests of Wynn Resorts Holdings and to be registered by the Nevada Gaming Commission as an intermediary company. Wynn Resorts Holdings will also be required to apply to, and be found suitable by, the Nevada Gaming Commission to own the equity interests of Wynn Las Vegas and to be registered by the Nevada Gaming Commission as an intermediary company. Wynn Las Vegas, as an issuer of the second mortgage notes, will also qualify as a registered company and, in addition to being licensed, will be required to be registered by the Nevada Gaming Commission as a registered company. Wynn Capital will not be required to be registered or licensed, but may be required to be found suitable as a lender or financing source. We cannot assure you that the approvals from the Nevada Gaming Authorities will be obtained on a timely basis or at all.

        Periodically, we will be required to submit detailed financial and operating reports to the Nevada Gaming Commission and provide any other information that the Nevada Gaming Commission may require. Substantially all of our material loans, leases, sales of securities and similar financing transactions must be reported to, or approved by, the Nevada Gaming Commission.

        No person may become a stockholder or member of, or receive any percentage of the profits of, an intermediary company or company licensee without first obtaining licenses and approvals from the Nevada Gaming Authorities. The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, us to determine whether the individual is suitable or should be licensed as a business associate of a gaming licensee. We and our officers, directors and certain key employees will be required to file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause which they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. An applicant for licensing or an applicant for a finding of suitability must pay for all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensing, the Nevada Gaming Authorities have the jurisdiction to disapprove a change in a corporate position.

        If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. In addition, the Nevada Gaming Commission may require us to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada.

        Wynn Resorts' articles of incorporation will provide that, to the extent a gaming authority makes a determination of unsuitability or to the extent deemed necessary or advisable by the

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board of directors, Wynn Resorts may redeem shares of its capital stock or other interests in its securities that are owned or controlled by an unsuitable person or its affiliates. The redemption price will be the amount, if any, required by the gaming authority or, if the gaming authority does not determine the price, the sum deemed reasonable by Wynn Resorts. If Wynn Resorts determines the redemption price, the redemption price will be capped at the closing price of the shares on the principal national securities exchange on which the shares are listed on the trading date on the day before the redemption notice is given. If the shares are not listed on a national securities exchange, the redemption price will be capped at the closing sale price of the shares, or if the closing price is not reported, the mean of the bid and asked prices, as quoted on the Nasdaq stock market or another generally recognized reporting system. The redemption price may be paid in cash, by promissory note, or both, as required, and pursuant to the terms established by, the applicable gaming authority and, if not, as Wynn Resorts elects.

        Aruze USA, which, immediately before the closing of this offering, will own 47.431% of Wynn Resorts' common stock, also will be required to apply to, and be licensed or found suitable by, the Nevada Gaming Commission and be registered as a holding company of Wynn Resorts prior to the opening of Le Rêve. Kazuo Okada is the owner of a controlling interest in Aruze Corp., the parent company of Aruze USA, and will also be required to be licensed or found suitable. Aruze Corp. will qualify as a publicly traded corporation under the terms of the Nevada Gaming Control Act and will be required to apply to, and be registered by, the Nevada Gaming Commission as a registered company and to be found suitable to own the stock of Aruze USA. Any beneficial owner of more than 10% of Aruze Corp.'s voting securities must also be licensed or found suitable, including Kazuo Okada and his son, Tomohiro Okada. Kazuo Okada is currently licensed by the Nevada Gaming Commission to own the shares of Universal Distributing of Nevada, Inc., a gaming machine manufacturer and distributor. Kazuo Okada and Tomohiro Okada previously sought approval from the Nevada Gaming Commission in connection with the proposed transfer of Universal Distributing to Aruze Corp. In connection with this application, the Nevada State Gaming Control Board raised certain concerns, including transactions which were then the subject of a pending tax case in Japan which involved Universal Distributing, Aruze Corp. and other related parties. The pursuit of this proposed transfer of Universal Distributing was deferred pending resolution of the Japanese tax case. The lower court in the Japanese tax case ruled in Aruze Corp.'s favor, but the Japanese tax authority has filed an appeal. It is unclear whether or how these events will affect the Nevada Gaming Commission's consideration of suitability with respect to Aruze USA's ownership of Wynn Resorts' stock.

        Aruze Corp. has informed us that there are a number of outstanding issues in the investigation of the proposed transfer of Universal Distributing including issues relating to the transactions involved in the above-described tax proceeding. These issues, if not satisfactorily resolved, could result in the denial of the application. No formal action of any kind has been taken by the Nevada State Gaming Control Board or the Nevada Gaming Commission in connection with these issues. If either of these bodies was to act adversely with respect to the pending proceeding involving Universal Distributing, that decision could adversely affect an application filed by Aruze USA, Aruze Corp., Kazuo Okada or Tomohiro Okada in respect of Wynn Resorts.

        In addition to Wynn Resorts' redemption rights under its articles of incorporation, Mr. Wynn, Kazuo Okada, Aruze USA, Aruze Corp. and Wynn Resorts have entered into arrangements which provide that if any gaming application of Aruze USA, Aruze Corp. or Kazuo Okada concerning Aruze USA's ownership of Wynn Resorts' stock is denied by Nevada gaming authorities or requested to be withdrawn or is not filed within 90 days after the filing

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of Wynn Resorts' application, Mr. Wynn may elect to purchase the shares owned by Aruze USA in Wynn Resorts. Mr. Wynn may pay this purchase price with a promissory note. If Mr. Wynn chooses not to exercise his right to purchase the shares, Wynn Resorts has the right to require him to purchase the shares, including with a promissory note. The prior buy-out arrangements under the Valvino operating agreement and under the stockholders agreement between Mr. Wynn, Aruze USA and Baron Asset Fund were terminated upon the effectiveness of the new agreement. See "Certain Relationships and Related Party Transactions—Buy-Out of Arzue USA Stock."

        As described above, if Wynn Resorts, pursuant to its articles of incorporation, or Mr. Wynn, pursuant to the buy-out agreement described above, purchases the shares of Wynn Resorts' stock held by an unsuitable person or its affiliate, including Aruze USA, Wynn Resorts and/or Mr. Wynn may, in lieu of immediate payment of the purchase price, issue a promissory note. However, if the Nevada Gaming Commission were to find the unsuitable person or its affiliate unsuitable to own the voting securities of Wynn Resorts, it could also determine that the person is unsuitable to hold a promissory note for the purchase of such voting securities by Wynn Resorts or Mr. Wynn, and could determine not to approve the issuance of the promissory note to the unsuitable person or its affiliate. In such event, the Nevada Gaming Commission could order the unsuitable person or its affiliate to dispose of its voting securities within a prescribed period of time that may or may not be a sufficient period of time to dispose of the securities in an orderly manner. Depending upon the period of time for disposition required by the Nevada Gaming Commission, this could have a negative effect on the price of the stock of Wynn Resorts. In the event that the unsuitable person or its affiliate is unable or fails to dispose of its voting securities within the prescribed period of time, or if Wynn Resorts fails to pursue all lawful efforts to require the unsuitable person or its affiliate to relinquish its voting securities, including, if necessary, the immediate purchase of the voting securities for cash at fair market value, the Nevada Gaming Commission could determine that Wynn Resorts was unsuitable or could take disciplinary action against Wynn Resorts. Disciplinary action could result in the limitation, conditioning, suspension or revocation of any approvals or gaming licenses held by Wynn Resorts and/or the imposition of a significant monetary fine against Wynn Resorts. Any such disciplinary action could significantly impair our operations.

        If the Nevada Gaming Commission decides that we violated the Nevada Gaming Control Act or any of its regulations, it could limit, condition, suspend or revoke our registrations and gaming license. In addition, we and the persons involved could be subject to substantial fines for each separate violation of the Nevada Gaming Control Act, or of the regulations of the Nevada Gaming Commission, at the discretion of the Nevada Gaming Commission. Further, the Nevada Gaming Commission could appoint a supervisor to operate Le Rêve and, under specified circumstances, earnings generated during the supervisor's appointment (except for the reasonable rental value of the premises) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any of our gaming licenses and the appointment of a supervisor could, and revocation of any gaming license would, have a significant negative effect on our gaming operations.

        Regardless of the number of shares held, any beneficial holder of Wynn Resorts' voting securities, may be required to file an application, be investigated and have that person's suitability as a beneficial holder of voting securities determined if the Nevada Gaming

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Commission has reason to believe that the ownership would otherwise be inconsistent with the declared policies of the State of Nevada. If the beneficial holder of the voting securities of Wynn Resorts who must be found suitable is a corporation, partnership, limited partnership, limited liability company or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant must pay all costs of the investigation incurred by the Nevada Gaming Authorities in conducting any investigation.

        The Nevada Gaming Control Act requires any person who acquires more than 5% of the voting securities of a registered company to report the acquisition to the Nevada Gaming Commission. The Nevada Gaming Control Act requires beneficial owners of more than 10% of a registered company's voting securities to apply to the Nevada Gaming Commission for a finding of suitability within 30 days after the Chairman of the Nevada State Gaming Control Board mails the written notice requiring such filing. Under certain circumstances, an "institutional investor," as defined in the Nevada Gaming Control Act, which acquires more than 10%, but not more than 15%, of the registered company's voting securities may apply to the Nevada Gaming Commission for a waiver of a finding of suitability if the institutional investor holds the voting securities for investment purposes only. An institutional investor will not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board at directors of the registered company, a change in the registered company's corporate charter, bylaws, management, policies or operations of the registered company, or any of its gaming affiliates, or any other action which the Nevada Gaming Commission finds to be inconsistent with holding Wynn Resorts' voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include:

        The articles of incorporation of Wynn Resorts will include provisions intended to help it implement the above restrictions. See "Description of Capital Stock—Prohibitions on the Receipt of Dividends, the Exercise of Voting or Other Rights or the Receipt of Other Remuneration."

        Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Gaming Commission or by the Chairman of the Nevada State Gaming Control Board, or who refuses or fails to pay the investigative costs incurred by the Nevada Gaming Authorities in connection with the investigation of its application, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable and who holds, directly or indirectly, any beneficial ownership of any voting security or debt security of a registered company beyond the period of time as may be prescribed by the Nevada Gaming Commission may be guilty of a criminal offense. We will be subject to

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disciplinary action if, after we receive notice that a person is unsuitable to hold an equity interest or to have any other relationship with, we:

        In addition, the Clark County Liquor and Gaming License Board has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming license.

        The Nevada Gaming Commission may, in its discretion, require the holder of any debt or similar securities of a registered company, such as the second mortgage notes, to file applications, be investigated and be found suitable to own the debt or other security of the registered company if the Nevada Gaming Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. If the Nevada Gaming Commission decides that a person is unsuitable to own the security, then under the Nevada Gaming Control Act, the registered company can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Gaming Commission, it:

        Wynn Resorts will be required to maintain a current stock ledger in Nevada which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make the disclosure may be grounds for finding the record holder unsuitable. We will be required to render maximum assistance in determining the identity of the beneficial owner of any of Wynn Resorts' voting securities. The Nevada Gaming Commission has the power to require the stock certificates of any registered company to bear a legend indicating that the securities are subject to the Nevada Gaming Control Act. We do not know whether this requirement will be imposed on us.

        Once Wynn Resorts becomes a registered company, it may not make a public offering of Wynn Resorts' securities without the prior approval of the Nevada Gaming Commission if it intends to use the securities or the proceeds from the offering to construct, acquire or finance

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gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes or for similar transactions. Any approval that we might receive in the future relating to this or future offerings does not constitute a finding, recommendation or approval by any of the Nevada Gaming Authorities as to the accuracy or adequacy of the offering memorandum or the investment merits of the securities. Any representation to the contrary is unlawful.

        The regulations of the Nevada Gaming Commission also provide that any entity which is not an "affiliated company," as that term is defined in the Nevada Gaming Control Act, or which is not otherwise subject to the provisions of the Nevada Gaming Control Act or regulations, such as Wynn Resorts and Wynn Las Vegas, that plans to make a public offering of securities intending to use such securities, or the proceeds from the sale thereof, for the construction or operation of gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes, may apply to the Nevada Gaming Commission for prior approval of such offering. The Nevada Gaming Commission may find an applicant unsuitable based solely on the fact that it did not submit such an application, unless upon a written request for a ruling, referred to as a ruling request, the Nevada State Gaming Control Board Chairman has ruled that it is not necessary to submit an application. The offering of common stock pursuant to this prospectus will qualify as a public offering. We intend to file a ruling request with the Nevada State Gaming Control Board Chairman for a ruling that it is not necessary to submit this offering of common stock or the offering of second mortgage notes by Wynn Las Vegas for prior approval. We cannot assure you that the ruling request will be granted or that it will be considered on a timely basis. If the ruling request is not granted, we will promptly file an application requesting approval of this offering. If the ruling request is not granted, this offering could be significantly delayed while we seek approval of the Nevada State Gaming Control Board and Nevada Gaming Commission. We cannot assure you that approval of this offering or the offering of the second mortgage notes, if required, will be granted or if granted, will be granted on a timely basis.

        Once Wynn Resorts becomes a registered company, it must obtain prior approval of the Nevada Gaming Commission with respect to a change in control through:

        Entities seeking to acquire control of a registered company must satisfy the Nevada State Gaming Control Board and Nevada Gaming Commission with respect to a variety of stringent standards before assuming control of the registered company. The Nevada Gaming Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval process relating to the transaction.

        The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchase of voting securities and corporate defense tactics affecting Nevada gaming licenses, and registered companies that are affiliated with those operations, may be

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harmful to stable and productive corporate gaming. The Nevada Gaming Commission has established a regulatory scheme to reduce the potentially adverse effects of these business practices upon Nevada's gaming industry and to further Nevada's policy to:

        Once we become a registered company, approvals may be required from the Nevada Gaming Commission before we can make exceptional repurchases of voting securities above their current market price and before a corporate acquisition opposed by management can be consummated. The Nevada Gaming Control Act also requires prior approval of a plan of recapitalization proposed by a registered company's board of directors in response to a tender offer made directly to its stockholders for the purpose of acquiring control.

        License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the licensed subsidiaries respective operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon either:

        A casino entertainment tax is also paid by casino operations where entertainment is furnished in connection with the selling or serving of food or refreshments or the selling of merchandise.

        Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with those persons (collectively, "licensees"), and who proposes to become involved in a gaming venture outside of Nevada, is required to deposit with the Nevada State Gaming Control Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation of the Nevada State Gaming Control Board of the licensee's or registrant's participation in such foreign gaming. The revolving fund is subject to increase or decrease in the discretion of the Nevada Gaming Commission. Licensees and registrants are required to comply with the reporting requirements imposed by the Nevada Gaming Control Act. Licensees and registrants are also subject to disciplinary action by the Nevada Gaming Commission if it:

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        The sale of alcoholic beverages at Le Rêve will be subject to licensing, control and regulation by the Clark County Liquor and Gaming Licensing Board. All licenses are revocable and are not transferable. The county agency has full power to limit, condition, suspend or revoke any license. Any disciplinary action could, and revocation would, have a substantial negative impact upon our operations.

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MANAGEMENT

Directors and Executive Officers

        Upon consummation of this offering, Wynn Resorts' directors and executive officers and their ages and positions will be as follows:

Name
   Age
   Positions
Stephen A. Wynn   60   Chairman of the Board of Directors and Chief Executive Officer
Kazuo Okada   60   Vice Chairman of the Board of Directors
Ronald J. Kramer   43   Director and President
Robert J. Miller   57   Director
Elaine P. Wynn   60   Director
Stanley R. Zax   64   Director
Marc D. Schorr   54   Chief Operating Officer
John Strzemp   50   Executive Vice President and Chief Financial Officer
Marc H. Rubinstein   41   Senior Vice President, General Counsel and Secretary
Matt Maddox   26   Vice President—Investor Relations and Treasurer
Kenneth R. Wynn   49   President, Wynn Design & Development
DeRuyter O. Butler   46   Executive Vice President—Architecture, Wynn Design & Development

        Stephen A. Wynn has served as Chairman of our board of directors and Chief Executive Officer since June 2002. Since April 2000, Mr. Wynn has been the managing member of Valvino, our wholly owned subsidiary. From 1973 until 2000, Mr. Wynn served as Chairman of the Board, President and Chief Executive Officer of Mirage Resorts and its predecessor. Mr. Wynn is a Trustee of the University of Pennsylvania. Mr. Wynn is married to Mrs. Elaine P. Wynn and is the brother of Mr. Kenneth R. Wynn.

        Kazuo Okada has agreed to serve as Vice Chairman of our board of directors. Mr. Okada founded Aruze Corp., a Japanese manufacturer of pachislot and pachinko machines and video game software, in 1969 and serves as its President. Mr. Okada also owns, and is currently licensed by the Nevada Gaming Commission to own the shares of, Universal Distributing of Nevada, Inc., a gaming machine supplier company. Mr. Okada also serves as Chairman of Adores Corporation, a subsidiary of Aruze Corp. and an operator of amusement centers in Japan.

        Ronald J. Kramer has agreed to serve as President and as a director. Mr. Kramer has served as President of Wynn Resorts Holdings, our wholly owned subsidiary, since April 2002. From July 1999 to October 2001, Mr. Kramer was a managing director and partner at Dresdner Kleinwort Wasserstein, an investment banking firm, and its predecessor Wasserstein Perella & Co. Mr. Kramer served as Chairman and Chief Executive Officer of Ladenburg Thalmann Group Inc. from May 1995 to June 1999. Mr. Kramer is also a member of the board of directors of TMP Worldwide, Inc., Griffon Corporation, Lakes Entertainment, Inc. and New Valley Corporation.

        Robert J. Miller has agreed to serve as a director. Robert J. Miller is a partner of the Nevada law firm of Jones Vargas. He is also counsel to KNP, a government relations company, which is a subsidiary of the Dutko Group based in Washington, DC. From 1989 until 1999, he

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served as Governor of the State of Nevada, and, from 1987 to 1989, he served as Lieutenant Governor of the State of Nevada. Mr. Miller serves as a Director of Zenith National Insurance Corp., Newmont Mining Corporation, International Game Technology, America West Holdings Corporation and K12 Inc. He also serves as a member of the U.S. Secretary of Energy Advisory Board and several national charitable organizations.

        Elaine P. Wynn has agreed to serve as a director. Mrs. Wynn has served as Co-Chairperson of the Greater Las Vegas Inner-City Games Foundation since 1996 and currently serves on the Executive Board of the Consortium for Policy Research in Education and the Council to Establish Academic Standards in Nevada. Mrs. Wynn has been active in civic and philanthropic affairs in Las Vegas for many years and has received numerous honors for her charitable and community work. Mrs. Wynn served as a director of Mirage Resorts from 1977 until 2000. Mrs. Wynn is married to Mr. Stephen A. Wynn.

        Stanley R. Zax has agreed to serve as a director. Mr. Zax has served as President and Chairman of the Board of Zenith National Insurance Corp., a New York Stock Exchange company, and its wholly owned subsidiary, Zenith Insurance Company, for over five years. Zenith National Insurance Corp. and Zenith Insurance Company are engaged in the property-casualty insurance business. Zenith Insurance Company also conducts real estate operations.

        Marc D. Schorr will serve as Chief Operating Officer. Since April 2001, Mr. Schorr has served as Chief Operating Officer of Wynn Resorts Holdings. From June 2000 until April 2001, Mr. Schorr served as Chief Operating Officer of Valvino. From January 1997 through May 2000, Mr. Schorr served as President of The Mirage Casino-Hotel, a gaming company and then a wholly owned subsidiary of Mirage Resorts.

        John Strzemp will serve as Executive Vice President and Chief Financial Officer. Since April 2001, Mr. Strzemp has served as Executive Vice President and Chief Financial Officer of Wynn Resorts Holdings. From November 2000 until April 2001, Mr. Strzemp served as Executive Vice President and Chief Financial Officer of Valvino. Mr. Strzemp was Executive Vice President, Chief Financial Officer of Bellagio, LLC, a gaming company and then a wholly owned subsidiary of Mirage Resorts, from 1998 to 2000 and President of Treasure Island Corp., a gaming company and then a wholly owned subsidiary of Mirage Resorts, from 1997 to 1998.

        Marc H. Rubinstein will serve as Senior Vice President and General Counsel. Since April 2001, Mr. Rubinstein has served as Senior Vice President—General Counsel of Wynn Resorts Holdings. From June 2000 until April 2001, Mr. Rubinstein served as Senior Vice President—General Counsel of Valvino. Beginning in December 1999, Mr. Rubinstein served as Senior Vice President—General Counsel of Sheraton Desert Inn Corporation, a gaming company, the assets of which were acquired by Valvino in 2000. From 1992 to 1999, Mr. Rubinstein was Senior Vice President—General Counsel & Secretary of Desert Palace, Inc., a gaming company that did business as Caesars Palace and was a wholly owned subsidiary of Caesars World, Inc. and, in 1999, he also served as acting general counsel for Caesars World, Inc., a gaming company and then a wholly owned subsidiary of Starwood Hotels & Resorts Worldwide, Inc.

        Matt Maddox has agreed to serve as Vice President—Investor Relations and Treasurer. Mr. Maddox has served as Vice President—Investor Relations and Treasurer of Wynn Resorts Holdings since June 2002. From February 2000 to June 2002, Mr. Maddox served as Vice President—Corporate Finance of Park Place Entertainment, a gaming company. From May 1998 to February 2000, Mr. Maddox was an analyst in the mergers and acquisitions department of Banc of America Securities LLC.

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        Kenneth R. Wynn has served as President of Wynn Design & Development, LLC, our wholly owned subsidiary since June 2000. From 1973 until 2000, he served as Vice President—Design and Construction and Secretary of Mirage Resorts, except for the periods August 1993 through July 1994 and March 1997 through June 1999. Mr. Kenneth R. Wynn also served as President of Atlandia Design & Furnishings, Inc., a construction supervision and design company and then a wholly owned subsidiary of Mirage Resorts, since 1973. Mr. Kenneth R. Wynn is Mr. Stephen A. Wynn's brother.

        DeRuyter O. Butler has served as Executive Vice President—Architecture of Wynn Design & Development since June 2000. In 2000, Mr. Butler co-founded Butler/Ashworth Architects, Ltd., LLC, an architecture firm, and serves as its Executive Vice President of Architecture. Mr. Butler served as Director of Architecture of Atlandia Design & Furnishings from 1993 until 2000.

Board of Directors and Committees

        Mr. Wynn and Aruze USA, together with Baron Asset Fund, have entered into a stockholders agreement pursuant to which Mr. Wynn and Aruze USA have agreed to vote their shares of Wynn Resorts' common stock for a slate of directors, a majority of which will be designated by Mr. Wynn, of which two will be independent directors, and the remaining members of which will be designated by Aruze USA. The stockholders agreement will continue to be in effect after the completion of this offering. For more information about the stockholders agreement between Mr. Wynn, Aruze USA and Baron Asset Fund, see "Certain Relationships and Related Party Transactions—Stockholders Agreement."

        Upon completion of this offering, our board of directors intends to appoint an executive committee, an audit committee, a nominating committee and a compensation committee. The executive committee will have all of the powers and authority of the board of directors in managing our business and affairs to the fullest extent authorized by Nevada law.

        The audit committee will make recommendations to our board of directors regarding the selection of an independent public accounting firm to be engaged to audit our financial statements, discuss with the independent auditors their independence, review and discuss the audited financial statements with the independent auditors and management and recommend to our board of directors whether the audited financials should be included in our Annual Reports on Form 10-K to be filed with the Securities and Exchange Commission. The composition of the audit committee will comply with the requirements of The Nasdaq Stock Market's National Market.

        The nominating committee will make recommendations and prepare a slate of nominees for election as directors.

        The compensation committee will make recommendations to the board of directors regarding the annual salaries and other compensation of our officers, provide assistance and recommendations with respect to our compensation policies and practices and assist with the administration of our compensation plans. We expect that the compensation committee will be comprised of at least two independent directors.

Compensation Committee Interlocks and Insider Participation

        As noted above, the board of directors will appoint a compensation committee upon completion of this offering. We do not expect that any of our executive officers will serve as a director or member of the compensation committee of another entity, one of whose executive officers serves on our board of directors or compensation committee.

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Director Compensation

        Upon completion of this offering, each of our directors who is not an employee of Wynn Resorts or its subsidiaries will receive a monthly fee of $4,000 for services as a director. Directors who serve on our executive, audit and compensation committees will receive an additional monthly fee of $1,000. Directors will also receive reimbursement for medical expenses and coverage under our life insurance program. Directors who are employees of Wynn Resorts or its subsidiaries will not receive compensation for their services as directors.

        Each non-employee director will receive            stock options each year under our 2002 stock incentive plan. The stock options will have an exercise price equal to the market value of Wynn Resorts' common stock on the date of grant and will become exercisable [insert vesting schedule].

        Non-employee directors will also be eligible to participate in our Directors' Deferred Compensation Plan, a non-qualified, unfunded deferred compensation plan.

Executive Compensation

        The following table sets forth the annual and long-term compensation of Wynn Resorts' Chief Executive Officer. This table also includes, for the fiscal years ended December 31, 2001 and 2000, each of our five other most highly compensated executive officers (collectively, with the Chief Executive Officer, the "Named Executive Officers"). This compensation consists of compensation paid by Wynn Resorts Holdings and Wynn Design & Development.

 
    
   Annual Compensation
    
Name and Principal Position
    
   All Other
Compensation
($)(1)
  Year
   Salary($)
   Bonus($)
Stephen A. Wynn(2)
Chairman and Chief Executive Officer of Wynn Resorts Holdings		   2001
2000		   $
$		 0
0		     —
—		     —
—

Marc D. Schorr(3)
Chief Operating Officer of Wynn Resorts Holdings
 
2001
2000
 
$
$
1.00
1.00
 
 
—
—
 
 
—
—

Kenneth R. Wynn(4)
President of Wynn Design & Development
 
2001
2000
 
$
$
1.00
1.00
 
 
—
—
 
 
—
—

John Strzemp(5)
Executive Vice President and Chief Financial Officer of Wynn Resorts Holdings
 
2001
2000
 
$
$
450,000
65,769
 
$
$
300,530
150,000
 
$
$
14,963
1,648

DeRuyter O. Butler(6)
Executive Vice President—Architecture of Wynn Design & Development
 
2001
2000
 
$
$
350,000
197,885
 

$
—
35,000
 
$
$
4,596
336

Marc H. Rubinstein(7)
Senior Vice President and General Counsel of Wynn Resorts Holdings
 
2001
2000
 
$
$
286,279
113,708
 

$
—
12,500
 
$
$
11,847
11,883
(1)
Includes 401(k) matching contributions, car allowances and executive life insurance premiums.

(2)
Mr. Stephen A. Wynn's employment with Valvino commenced on June 1, 2000.

(3)
Mr. Schorr was employed by Valvino from June 1, 2000 until his employment with Wynn Resorts Holdings commenced on April 1, 2001.

(4)
Mr. Kenneth R. Wynn's employment with Wynn Design & Development commenced on June 1, 2000.

(5)
Mr. Strzemp was employed by Valvino from November 1, 2000 until his employment with Wynn Resorts Holdings commenced on April 1, 2001.

(6)
Mr. Butler's employment with Wynn Design & Development commenced on June 1, 2000.

(7)
Mr. Rubinstein was employed by Valvino from June 23, 2000 until his employment with Wynn Resorts Holdings commenced on April 1, 2001.

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401(k) Plan

        We established a retirement savings plan under Section 401(k) of the Internal Revenue Code covering our non-union employees on July 27, 2000. The plan allows employees to defer, within certain limits, up to 18% of their income on a pre-tax basis through contributions to this plan. We match the contributions, within prescribed limits, with an amount equal to 100% of the participant's initial 2% tax deferred contribution and 50% of the tax deferred contribution between 2% and 4% of the participant's compensation.

Wynn Resorts, Limited 2002 Stock Incentive Plan

        We intend to adopt our 2002 stock incentive plan before the closing of this offering. The 2002 stock incentive plan provides for the grant of stock awards, incentive stock options and non-qualified stock options to our employees, directors and specified consultants. We intend to reserve a total of            shares of Wynn Resorts' common stock for issuance pursuant to the 2002 stock incentive plan subject to certain adjustments set forth in the 2002 stock incentive plan.

        Our board of directors intends to delegate general administrative authority over the 2002 stock incentive plan to our compensation committee. The members of the compensation committee will be both "non-employee directors" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. The administrator has broad authority to designate recipients of awards and determine the terms and provisions of awards, including the price, expiration date, vesting schedule and terms of exercise.

        The exercise price of incentive stock options must be at least 100% of the fair market value of the common stock on the date of grant. Incentive stock options granted to optionees who own more than 10% of our outstanding common stock must have an exercise price that is at least 110% of fair market value of the common stock on the grant date. Our incentive options will expire no later than ten years from the date of grant, or five years with respect to incentive stock options granted to optionees who own more than 10% of our outstanding common stock. The exercise price of nonqualified stock options and the purchase price of stock awards will be determined by the administrator. The 2002 stock incentive plan generally will not allow for the transfer of options. However, the administrator may provide that nonqualified stock options may be transferred (1) pursuant to a qualified domestic relations order or (2) to a family member. During any fiscal year, no optionee may receive grants of incentive stock options and nonqualified stock options in the aggregate which cover more than          shares.

        After the termination of the employment or services of an optionee for reasons other than for cause, death or disability, exercisable options generally will remain exercisable until the earlier of their expiration as set forth in the option agreement or 90 days after the date of termination of employment. If termination is due to death or disability, exercisable options generally will remain exercisable until the earlier of the expiration date stated in the option agreement or 12 months after the date of death or termination of employment. If termination is for cause, all options, including vested and exercisable ones, are immediately terminated and cancelled.

        If certain events occur that result in a change of our organizational or ownership structure, the administrator has the discretion to do one or more of the following:

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        We have the authority to amend, alter, suspend or terminate the 2002 stock incentive plan without shareholder approval provided that our doing so does not impair the rights of any optionee or increase the number of shares for which options and stock awards may be granted. We may amend the plan with shareholder approval to increase the number of shares for which options and stock awards may be granted.

        Upon the completion of the offering, we intend to grant awards of                    shares of restricted stock under our 2002 stock incentive plan to each of the following employees: DeRuyter O. Butler, William Todd Nisbet, Marc D. Schorr, John Strzemp, Roger P. Thomas and Kenneth R. Wynn. We also intend to grant an award of                    shares of restricted stock outside of the 2002 stock incentive plan to Mr. Franco Dragone, the creator of our new entertainment production. The restricted stock will be subject to our repurchase right, which will lapse in November 2004 as to Mr. Strzemp, in June 2005 as to Mr. Schorr and Mr. Kenneth Wynn, in June 2006 as to Mr. Butler, Mr. Thomas and Mr. Dragone and in July 2006 as to Mr. Nisbet.

Employment Agreements

        We intend to enter into employment contracts with certain other named executive officers, including Stephen A. Wynn, Marc D. Schorr, Kenneth R. Wynn, John Strzemp, DeRuyter O. Butler and Marc H. Rubinstein, prior to the completion of this offering.

        On April 1, 2002, Wynn Resorts Holdings and Valvino, as guarantor, entered into a one-year employment agreement with Mr. Ronald J. Kramer. Pursuant to this agreement, Mr. Kramer is entitled to a base salary of $1,000,000 per year. Mr. Kramer is also entitled to a bonus of at least $1,250,000 based on specified performance criteria. Pursuant to this agreement, Mr. Kramer is also entitled to participate in all welfare, pension and incentive benefit plans that Wynn Resorts Holdings maintains for its senior executives. If at any time during the term of his agreement (1) Wynn Resorts Holdings terminates Mr. Kramer's employment without cause (as defined in the agreement) or (2) Mr. Kramer terminates his employment for good reason (as defined in such agreement), Wynn Resorts Holdings must pay Mr. Kramer (in addition to all accrued base salary, accrued vacation pay and bonus amounts) $1,250,000, unless Mr. Kramer has already been paid a bonus equal to at least that amount from the proceeds of this offering. Pursuant to this agreement, Mr. Kramer is also prevented from competing with Wynn Resorts Holdings and its affiliates for the one year of his employment.

Limitations on Directors' Liability and Indemnification

        Wynn Resorts' articles of incorporation limit the liability of directors and officers to the maximum extent permitted by Nevada law. With a few limited exceptions set forth in the Nevada Revised Statutes, Nevada law provides that a director or officer of a corporation is not

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individually liable to the corporation or its stockholders for damages resulting from any action or failure to act in his or her capacity as a director or officer unless it is proven that:

        This limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission

        Wynn Resorts' bylaws provide that it will indemnify its directors and officers to the fullest extent permitted by Nevada law, provided that the director or officer either is not liable for monetary damages under Nevada law or acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any proceeding that is criminal in nature, had no reasonable cause to believe that his or her conduct was unlawful. Wynn Resorts' articles of incorporation and bylaws require it to pay the expenses of directors and officers incurred in defending a proceeding involving alleged acts or omissions of the director or officer in his or her capacity as such as the expenses are incurred and in advance of the final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court that he or she is not entitled to be indemnified. The bylaws permit the board of directors to indemnify employees and other persons to the same extent. We believe indemnification under Wynn Resorts' bylaws covers at least negligence and gross negligence on the part of indemnified parties. Except as ordered by a court and for advancement of expenses, a director or officer may not be indemnified if a final adjudication determines that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the current action. The termination of any proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere, or its equivalent, does not, of itself, under the bylaws create a presumption that the standards described above were not met. However, Wynn Resorts is not permitted by its bylaws to indemnify a director or officer if he or she has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable to Wynn Resorts unless that court or another court of competent jurisdiction determines that in view of all of the circumstances, the director or officer is fairly and reasonably entitled to indemnification.

        In addition to indemnification provided for in Wynn Resorts' bylaws, Wynn Resorts intends to enter into agreements to indemnify its directors and executive officers. These agreements, among other things, will provide for indemnification of Wynn Resorts' directors and executive officers for expenses, judgments, fines and settlement amounts incurred by any such person in any action or proceeding arising out of such person's services as a director or executive officer or at its request. Wynn Resorts may also maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent. We believe these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

        The limited liability and indemnification provisions in Wynn Resorts' articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against its directors for breach of their fiduciary duties and may reduce the likelihood of derivative litigation against its directors and officers, even though a derivative litigation, if successful, might otherwise benefit Wynn Resorts and its stockholders. A stockholder's investment in Wynn Resorts may be negatively affected to the extent that it pays the costs of settlement or damage awards against its directors or officers under these indemnification provisions.

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        At present, there is no pending litigation or proceeding involving any of Wynn Resorts' directors, officers or employees in which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

        We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification of directors or officers for liabilities arising under the Securities Act of 1933, as amended, is against public policy and, therefore, such indemnification provisions may be unenforceable.

Key Man Life Insurance

        We intend to obtain $30 million of key man life insurance with respect to Mr. Stephen A. Wynn for our benefit.

Directors' and Officers' Insurance

        Wynn Resorts expects to maintain a directors' and officers' liability insurance policy that provides its officers and directors with liability coverage in amounts it considers appropriate.

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CERTAIN RELATIONSHIPS AND
RELATED PARTY TRANSACTIONS

        Concession Contract for Macau.    Wynn Resorts (Macau), S.A., holds a provisional concession to negotiate with the government of Macau a concession agreement permitting the construction and operation of casinos in Macau. Before April 22, 2002, Mr. Wynn owned a majority of the outstanding equity interests of Wynn Resorts (Macau), S.A. On April 22, 2002, Mr. Wynn contributed his interest in Wynn Resorts (Macau), S.A., to Valvino. This interest was valued at approximately $56 million, after reimbursement to Mr. Wynn of approximately $825,000 advanced by him to Wynn Resorts (Macau), S.A., in connection with the negotiation of the concession agreement and other development activities in Macau. Minority partners currently hold approximately 10% of the ownership interest in Wynn Resorts (Macau), S.A., and, ultimately, are expected to hold approximately 20% of such ownership interest.

        Stockholders Agreement.    As previously discussed, Mr. Wynn, Aruze USA and Baron Asset Fund are parties to a stockholders agreement. The stockholders agreement establishes various rights among Mr. Wynn, Aruze USA and Baron Asset Fund with respect to the ownership and management of Wynn Resorts. These rights include, but are not limited to, certain tag-along rights, preemptive rights, rights of first refusal and certain other restrictions on the transfer of the shares of Wynn Resorts' common stock owned by the parties to the stockholders agreement. In addition, under the stockholders agreement, Mr. Wynn and Aruze USA have agreed to vote their shares of Wynn Resorts' common stock for a slate of directors, a majority of which will be designated by Mr. Wynn, of which two will be independent directors, and the remaining members of which will be designated by Aruze USA. As a result of this voting arrangement, Mr. Wynn may control Wynn Resorts' board of directors. The stockholders agreement incorporates certain provisions set forth in the operating agreement for Valvino pursuant to which, if Aruze USA's ownership of the shares of Wynn Resorts' common stock impairs Wynn Resort's ability to obtain a gaming license, either Wynn Resorts or Mr. Wynn could purchase the shares of Wynn Resorts owned by Aruze USA. In addition, in such circumstances, Aruze USA could demand that Wynn Resorts purchase its shares. These arrangements were terminated under the arrangement described below. In other respects, the stockholders agreement will continue to be in effect after the completion of this offering.

        Buy-Out of Aruze USA Stock.    Mr. Wynn, Kazuo Okada, Aruze USA, Aruze Corp. and Wynn Resorts have entered into arrangements which provide that if any gaming application of Aruze USA, Aruze Corp. or Kazuo Okada concerning Aruze USA's ownership of Wynn Resorts' stock is denied by Nevada gaming authorities or requested to be withdrawn or is not filed within 90 days after the filing of Wynn Resorts' application, Mr. Wynn may elect to purchase the shares owned by Aruze USA in Wynn Resorts. Mr. Wynn may pay this purchase price with a promissory note. If Mr. Wynn chooses not to exercise his right to purchase the shares, Wynn Resorts has the right to require him to purchase the shares, including with a promissory note. The prior buy-out arrangements under the Valvino operating agreement and under the stockholders agreement between Mr. Wynn, Aruze USA and Baron Asset Fund were terminated upon the effectiveness of the new agreement.

        Wynn Design & Development.    Wynn Design & Development, a wholly owned subsidiary of Wynn Resorts, is responsible for the design and architecture of Le Rêve (except for the showroom) and for managing construction costs and risks associated with the Le Rêve project. Nevada law requires that a firm licensed as a professional architectural organization certify architectural plans. These architectural services for the Le Rêve project will be provided by the firm of Butler/Ashworth Architects, Ltd., LLC. The principals of the Butler/Ashworth firm are DeRuyter Butler and Glen Ashworth, both of whom are employees of Wynn Design &

108


Development. Mr. Butler is Executive Vice President of Wynn Design & Development. Wynn Design & Development is the only client of the Butler/Ashworth firm and pays the salaries and benefits of Messrs. Butler and Ashworth. Neither we nor Mr. Wynn has an ownership interest in Butler/Ashworth.

        Art Gallery.    We operate an art gallery at the former premises of the Desert Inn Resort & Casino in which we display paintings from The Wynn Collection. The art gallery is expected to remain open during the construction of Le Rêve. We lease The Wynn Collection from Mr. and Mrs. Wynn pursuant to an Art Rental and Licensing Agreement. Under the agreement, we pay the expenses of exhibiting works from The Wynn Collection and reimburse Mr. and Mrs. Wynn for the expense of insuring the collection while we exhibit it, which insurance costs approximately $100,000 per year. In addition, we have agreed to make monthly lease payments for the art at a rate equal to the gross revenue received by the gallery each month, less direct expenses, subject to a monthly cap. Under the agreement, we were not required to make any such lease payments prior to April 30, 2002. However, had we been required to make such payments, no amounts would have been due under the lease payment formula because, to date, our expenses in operating the art gallery have exceeded the revenue generated from such operations. Prior to opening Le Rêve, we do not expect to make any material payments under this lease. The only financial exposure that we have under this lease is the cost of operating the art gallery, which is not material. Any payment to Mr. and Mrs. Wynn would be made only from the net revenue of the art gallery. It is contemplated that, after Le Rêve opens, we will continue to lease The Wynn Collection under similar terms and will exhibit the works as an attraction at Le Rêve. Under the Art Rental and Licensing Agreement, subject to certain notice restrictions, Mr. and Mrs. Wynn will retain the right to remove or replace any or all of the works of art that will be displayed in the art gallery.

        Aircraft Arrangements.    Until January 2002, Valvino used a Gulfstream Aerospace model G-1159A aircraft in its business operations. The aircraft was owned by Kevyn, LLC, which, until April 1, 2001, was wholly owned by Mr. Wynn, and leased to and operated under a Part 135 charter certificate by Las Vegas Jet, LLC, formerly Las Vegas CharterJet, LLC, a charter business owned by Mr. Wynn. Valvino paid Las Vegas Jet an hourly rate for its use of the aircraft and disbursed funds for payroll, property taxes, insurance and all other operating expenses on behalf of Las Vegas Jet. As of April 1, 2001, and in accordance with Valvino's operating agreement, Mr. Wynn sold Kevyn to Valvino for $10,035,000. Pursuant to Federal Aviation Administration regulations restricting the registration of aircraft in the United States by entities with substantial foreign ownership, Kevyn transferred legal title to the aircraft to First Security Bank, National Association, a national banking association, pursuant to a Trust Agreement dated as of April 2, 2001. After the transfers, Kevyn continued to lease the aircraft to Las Vegas Jet, and Las Vegas Jet continued to use the aircraft in its charter business. Valvino paid Las Vegas Jet an hourly rate for its use of the aircraft, and was in turn paid by Las Vegas Jet (through Kevyn) under the aircraft lease. Valvino paid Las Vegas Jet approximately $451,800 and $918,900 for its use of the aircraft in 2000 and 2001, respectively, and approximately $13,600 for its use of the aircraft in January 2002. Wynn Resorts (Macau), S.A. paid Las Vegas Jet approximately $72,600 for its use of the aircraft in 2001. On March 26, 2002, Kevyn sold the aircraft to Cove Partners LLC, an unrelated buyer.

        From January 2002 until May 30, 2002, Valvino used a Bombardier Global Express aircraft, serial number 9065, in its business operations. The aircraft is owned by World Travel and was leased to and operated in a charter business by Las Vegas Jet under a Part 135 charter certificate. Valvino paid Las Vegas Jet an hourly rate of $2,600 per hour for its use of the aircraft. Las Vegas Jet and World Travel were owned entirely by Mr. Wynn.

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        On May 30, 2002, Mr. Wynn sold World Travel and Las Vegas Jet to Valvino for approximately $38 million, the amount that World Travel paid for the aircraft. At that time, World Travel had remaining indebtedness of $28.5 million secured by the aircraft. Valvino assumed this indebtedness in connection with the purchase of the aircraft. Mr. Wynn was released from his guarantee of that indebtedness. World Travel continues to lease the aircraft to Las Vegas Jet. In addition, Las Vegas Jet owes $2,376,000 to Valvino for amounts advanced by Valvino to pay expenses in operating the aircraft. Las Vegas Jet surrendered its Part 135 certificate and operates the aircraft for Wynn Resorts and its subsidiaries under a Part 91 certificate.

        Tax Overpayment.    In 2001, Mr. Wynn made a substantial overpayment of his personal estimated 2001 federal income taxes to the Internal Revenue Service. Pursuant to a tax procedure set forth in Internal Revenue Service Announcement No. 2001-112, announced October 26, 2001, that permits a taxpayer to redesignate estimated income tax payments as employment tax deposits, Mr. Wynn applied $5,000,000 of his overpayment to the fourth quarter employment taxes of Valvino. By using this procedure, Mr. Wynn was able to accelerate the refund of his overpayment. In May of 2002, the Internal Revenue Service issued a refund for $5,000,000 to Valvino and Valvino reimbursed this sum of money to Mr. Wynn. Valvino did not incur any expense as a result of this transaction.

        Desert Inn Water Company.    Effective July 10, 2001, the Nevada Public Utilities Commission approved the transfer of the ownership of Desert Inn Water Company, a previously unconsolidated affiliate and wholly owned company of Mr. Wynn, to Valvino.

        Capitalization of Valvino.    For information regarding the formation of Wynn Resorts and capital contributions to Valvino, the predecessor of Wynn Resorts, see "Principal Stockholders and History of Wynn Resorts, Limited—History of Wynn Resorts."

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OWNERSHIP OF CAPITAL STOCK

        The following table sets forth information regarding beneficial ownership of Wynn Resorts' common stock as of June 12, 2002, after giving effect to the contribution of membership interests in Valvino to Wynn Resorts, by:

        Except as otherwise indicated in the footnotes below, each beneficial owner has the sole power to vote and to dispose of all shares held by that holder. Percentage ownership is based on                           shares of common stock outstanding as of            and            shares of common stock outstanding after completion of this offering. Unless indicated below, the address of each person or entity listed below beneficially owning more than 5% of Wynn Resorts' common stock is c/o Wynn Resorts, Limited, 3145 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

 
   Beneficial Ownership of
Common Stock
Before Offering
   Beneficial Ownership of
Common Stock
After Offering
  
Name
  
  Shares
   Percent
   Shares
   Percent
  
Stephen A. Wynn(1)(2)(3)       47.431 %        
Aruze USA, Inc.(1)(3)(4)       47.431 %        
Baron Asset Fund(3)(5)       4.992 %        
Kazuo Okada(1)(3)(4)       47.431 %        
Ronald J. Kramer       * %        
Robert J. Miller       * %        
Elaine P. Wynn       * %        
Stanley R. Zax       * %        
Kenneth R. Wynn(3)       0.146 %        
Marc D. Schorr       * %        
John Strzemp       * %        
Marc H. Rubinstein       * %        
DeRuyter O. Butler       * %        
All Directors and Executive Officers as a Group       47.577 %        
*
Indicates less than 1%.

(1)
Excludes shares which may be deemed to be beneficially owned by virtue of the stockholders agreement between Mr. Stephen A. Wynn, Aruze USA and Baron Asset Fund. Mr. Wynn, Aruze USA and Baron Asset Fund disclaim beneficial ownership of such shares.

(2)
Excludes shares held by Aruze USA, which may be deemed to be beneficially owned by Mr. Wynn by virtue of the arrangement which permits Mr. Wynn to acquire Aruze USA's shares of common stock if any gaming application of Aruze USA, Aruze Corp. or Kazuo Okada concerning Aruze USA's ownership of Wynn Resorts' stock is denied by Nevada gaming authorities or withdrawn or is not filled within 90 days after the filing of Wynn Resorts' application. Mr. Wynn disclaims beneficial ownership of such shares.

(3)
Giving effect to the purchase of membership interests in Valvino by the Kenneth R. Wynn Family Trust.

(4)
745 Greier Drive, Las Vegas, Nevada 89119. Aruze USA is a subsidiary of Aruze Corp., of which Mr. Kazuo Okada owns a controlling interest. Each of Aruze USA, Aruze Corp. and Mr. Okada may be deemed to have beneficial ownership of these shares.

(5)
Includes            shares, or 3.644%, held on behalf of the Baron Asset Fund Series and            shares, or 1.348%, held on behalf of the Baron Growth Fund Series.

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DESCRIPTION OF CAPITAL STOCK

General

        Upon the completion of this offering, we will be authorized to issue            shares of common stock and            shares of undesignated preferred stock, $            par value per share. The following is a summary of the rights of our common stock and preferred stock. This summary is not complete. For more detailed information, see our articles of incorporation and bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and the provisions of applicable Nevada law. The following description gives effect to the amendment and restatement of our articles of incorporation and bylaws to be effected immediately before the closing of this offering.

Common Stock

        As of            , 2002, there were            shares of common stock outstanding, which were held of record by approximately     stockholders. Except as otherwise provided by our articles of incorporation or Nevada law, the holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Subject to preferences that may be applicable to any outstanding preferred stock and except as otherwise provided by our articles of incorporation or Nevada law, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available for that purpose. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. A merger, conversion, exchange or consolidation of us with or into any other person or sale or transfer of all or any part of our assets (which does not in fact result in our liquidation and distribution of assets) will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of our affairs. The holders of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

        The board of directors has the authority, without action by the stockholders, to designate and issue preferred stock in one or more series and to designate the rights, preferences and privileges of each series, which may be greater than the rights of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of the common stock until the board of directors determines the specific rights of the holders of such preferred stock. However, the effects might include, among other things:

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Preferred Stock and Prohibitions on the Receipt of Dividends, the Exercise of Voting or Other Rights or the Receipt of Other Remuneration

        The articles of incorporation of Wynn Resorts will prohibit anyone who is an unsuitable person or an affiliate of an unsuitable person from:

        These prohibitions commence on the date that a gaming authority serves notice of a determination of unsuitability and continue until the securities are owned or controlled by persons found suitable by a gaming authority to own them. An "unsuitable person" is any person that is determined by a gaming authority to be unsuitable to own or control any of Wynn Resorts' capital stock or other securities of or interests in it or to be connected or affiliated with a person in engaged in gaming activities or who causes Wynn Resorts or any affiliated company to lose or to be threatened with the loss of, or who, in the sole discretion of Wynn Resorts' board of directors, is deemed likely to jeopardize our application for, right to the use of, or entitlement to, any gaming license.

        "Gaming authorities" include all international, foreign, federal state, local and other regulatory and licensing bodies and agencies with authority over gaming (the conduct of gaming and gambling activities, or the use of gaming devices, equipment and supplies in the operation of a casino or other enterprise). "Affiliated companies" are those companies indirectly affiliated or under common ownership or control with Wynn Resorts, including without limitation, subsidiaries, holding companies and intermediary companies (as those terms are defined in gaming laws of applicable gaming jurisdictions) that are registered or licensed under applicable gaming laws. The articles define "ownership" or "control" to mean ownership of record, beneficial ownership as defined in Rule 13d-3 of the Securities and Exchange Commission or the power to direct and manage, by agreement, contract, agency or other manner, the voting or management rights or disposition of our capital stock or other securities of or interests in Wynn Resorts.

Redemption of Securities Owned or Controlled by an Unsuitable Person or an Affiliate

        Wynn Resorts' articles of incorporation will provide that capital stock, securities of or interests in Wynn Resorts that are owned or controlled by an unsuitable person or an affiliate of an unsuitable person are redeemable by Wynn Resorts, out of funds legally available for that redemption, by appropriate action of the board of directors to the extent required by the gaming authorities making the determination of unsuitablity or to the extent deemed necessary or advisable by Wynn Resorts. From and after the redemption date, the securities will not be considered outstanding and all rights of the unsuitable person or affiliate will cease, other than the right to receive the redemption price. The redemption price will be the price, if any, required to be paid by the gaming authority making the finding of unsuitability or if the gaming authority does not require a price to be paid, the sum deemed reasonable by Wynn Resorts. If determined by Wynn Resorts, the price of capital stock will not exceed the closing price per share of the shares on the principal national securities exchange on which the shares are then listed on the trading date on the day before the redemption notice is given. If the shares are not then listed, the redemption price will not exceed the closing sales price of the shares, or if the closing price is not then reported the mean of the bid and asked prices, as quoted on the Nasdaq stock market or another generally recognized reporting

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system. The redemption price may be paid in cash, by promissory note, or both, as required by the applicable gaming authority and, if not, as Wynn Resorts elects.

        The articles of incorporation of Wynn Resorts will require any unsuitable person and any affiliate of an unsuitable person to indemnify Wynn Resorts and its affiliated companies for any and all costs, including attorneys' fees, incurred by Wynn Resorts and its affiliated companies as a result of the unsuitable person's or affiliates ownership or control or failure to promptly divest itself of any capital stock, securities of or interests in Wynn Resorts.

Compliance with Gaming Laws

        From the time that Wynn Resorts or any of its affiliated companies applies for licensure or registration or is licensed, the articles of incorporation will require all persons owning or controlling capital stock, securities of or other interests in Wynn Resorts to comply with all requirements of the gaming laws in each gaming jurisdiction in which Wynn Resorts or any affiliated company conducts gaming activities.

Nevada Anti-Takeover Law and Certain Charter and Bylaw Provisions

        Provisions of Nevada law and our articles of incorporation and bylaws could make the following more difficult:

        These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.

        Classified Board of Directors.    Wynn Resorts' articles of incorporation and bylaws will provide for its board of directors to be divided into three classes of directors serving staggered three-year terms, with one-third of the board of directors being elected each year. As a result, at least two annual meetings of stockholder may be necessary to change a majority of the directors.

        Stockholder Meetings.    Wynn Resorts' bylaws will provide that subject to the rights, if any, of the holders of the preferred stock, only the board of directors, the chairman of the board of directors, the chief executive officer or the president may call special meetings of stockholders.

        Requirements for Advance Notification of Stockholder Nominations and Proposals.    Wynn Resorts' bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.

        No Action by Written Consent.    Wynn Resorts' articles of incorporation and bylaws will provide that stockholders may only take action at an annual or special meeting of stockholders and may not act by written consent.

        Nevada Control Share Laws.    Following the closing of this offering, Wynn Resorts may become subject to Nevada's laws which govern the "acquisition" of a "controlling interest" of "issuing corporations." These laws will apply to Wynn Resorts if it has 200 or more stockholders of record, at least 100 of whom have addresses in Nevada, unless its articles or

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bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise. These laws provide generally that any person that acquires a "controlling interest" acquires voting rights in the control shares, as defined, only as conferred by the stockholders of the corporation at a special or annual meeting. In the event control shares are accorded full voting rights and the acquiring person has acquired at least a majority of all of the voting power, any stockholder of record who has not voted in favor of authorizing voting rights for the control shares is entitled to demand payment for the fair value of its shares.

        A person acquires a "controlling interest" whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the Nevada Revised Statutes, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become "control shares."

        These laws may have a chilling effect on certain transactions if our articles of incorporation or bylaws are not amended to provide that these provisions do not apply to us or to an acquisition of a controlling interest, or if our disinterested stockholders do not confer voting rights in the control shares.

        Nevada Regulatory Approvals.    Once Wynn Resorts becomes a registered company under Nevada's gaming laws, it will be required to obtain the approval of the Nevada Gaming Commission with respect to a change in control. In addition, persons seeking to acquire control will be required to meet the requirements of the Nevada gaming authorities before assuming control. Because Desert Inn Improvement Co., a subsidiary of Wynn Resorts, is a public utility under Nevada law, the approval of the Nevada Public Utility Commission may be required before any change in the ownership structure of Wynn Resorts. These requirements may have the effect of preventing, delaying or making an acquisition of Wynn Resorts more difficult. See "Regulation and Licensing."

        No Cumulative Voting.    Our articles of incorporation and bylaws will not provide for cumulative voting in the election of directors.

        Super-Majority Vote Requirement.    Wynn Resorts' articles of incorporation will require a super-majority stockholders vote to approve any merger, conversion or exchange to which Wynn Resorts is a party and which requires stockholder approval under the Nevada Revised Statutes and for any sale, lease or exchange by Wynn Resorts of all of its property pursuant to Nevada Revised Statutes 78.565 unless the fact or event shall have occurred.

        Undesignated Preferred Stock.    The authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of us.

        The transfer agent and registrar for the common stock will be American Stock Transfer & Trust Company.

        We intend to file an application to have our common stock approved for quotation on The Nasdaq Stock Market's National Market under the symbol "WYNN."

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DESCRIPTION OF CERTAIN INDEBTEDNESS

        The following discussion summarizes the material terms of certain material agreements to which certain of our subsidiaries will be parties. However, this summary does not purport to be complete and is qualified in its entirety by reference to the relevant agreements described herein.


Credit Facilities

        Our subsidiary, Wynn Las Vegas, will enter into credit facilities with a syndicate of lenders and Deutsche Bank Trust Company Americas, as administrative agent, and Bank of America, N.A., as syndication agent, as follows:

        When borrowings outstanding under our revolving facility equal or exceed $200 million, the lenders' agent will have the right to convert $100 to $400 million of the amounts outstanding under our revolving loan to term loans, on the same terms and conditions as those made under our delay draw term loan facility. The commitments of the lenders to make revolving loans to us will be permanently reduced by the amount of any revolving loans that are converted to term loans, and the outstanding loans under our delay draw term loan facility will be correspondingly increased.

        We will use the proceeds of the credit facilities to finance development and construction of Le Rêve and to meet our pre-opening expenses and debt service obligations. After Le Rêve opens, the restricted entities may use any remaining revolving credit availability for operating expenses and other general corporate purposes.

        Subject to certain exceptions, amounts borrowed under our credit facilities will bear interest, as follows:

        We will be required to obtain protection through interest rate swaps, caps or other similar arrangements against increases in the interest rates with respect to not less than $125 million of term loan availability, and up to $200 million of revolving credit loans that are converted in term loans.

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        Until Le Rêve opens, Wynn Las Vegas will pay, quarterly in arrears, 2.00% per annum on unborrowed availability under our revolving credit facility. However, if our senior secured long-term indebtedness is initially rated at least BB- and Ba3 by Standard & Poor's Rating Services and Moody's Investor Services, respectively, Wynn Las Vegas will pay 1.75% per annum rather than 2.00%. The amount Wynn Las Vegas will pay will be calculated on the daily average of the unborrowed availability under the revolving credit facility.

        After Le Rêve opens, the annual fee Wynn Las Vegas will be required to pay for unborrowed amounts, if any, under our revolving credit facility will be determined by a grid based on our leverage ratio. For unborrowed amounts under our delay draw term loan facility, Wynn Las Vegas will pay, quarterly in arrears, 2.50% per annum from the closing date until December 31, 2002, 3.00% per annum from January 1, 2003 to June 30, 2003 and after June 30, 2003, 4.00% per annum, in each case, calculated based on the daily average of the unborrowed amounts under our delay draw term loan facility. If Wynn Las Vegas' senior secured long term indebtedness is initially rated at least BB- and Ba3 by Standard & Poor's Rating Services and Moody's Investor Services, respectively, those fees will be reduced to 2.00%, 2.50% and 3.50%, respectively.

Guarantees

        One of our subsidiaries, a special purpose subsidiary formed to be bankruptcy-remote, will be providing $50 million to guarantee to the lenders under our credit facilities and second mortgage note holders completion in full of the construction and opening of Le Rêve, including all furniture, fixtures and equipment, the parking structure, the golf course and the availability of initial working capital. We will contribute $50 million of the net proceeds of our equity offering to that subsidiary to support its obligations under the completion guaranty. These funds will be deposited into a collateral account to be held in cash or short-term highly-rated securities, and pledged to the senior lenders and the second mortgage note holders as security for the completion guaranty, to be applied to the costs of the project, as the lenders under the credit facilities determine in accordance with the disbursement agreement. Upon the completion and opening of Le Rêve, any amounts then remaining in this account will be released to us.

        Under our credit facilities, Wynn Las Vegas, its subsidiaries and certain of its affiliates will be considered restricted entities and will guarantee the obligations of Wynn Las Vegas under the credit facilities. In the event that Wynn Resorts provides guarantees of other specified indebtedness prior to meeting a prescribed leverage ratio and debt rating test, then Wynn Resorts will also be required to guarantee the credit facilities and the second mortgage notes. The obligations of each guarantor under its guarantee will be limited as necessary to reduce the risk that the guarantee would be treated as a fraudulent conveyance under applicable law. Each guarantee of the notes will be a senior secured obligation of each guarantor, secured by a security interest in certain of the guarantors' existing and future assets, and will rank pari passu in right of payment with any existing and future senior indebtedness of the guarantors. In addition, each guarantee will rank senior in right of payment to all of the existing and future subordinated indebtedness of each guarantor.

        Subject to certain exceptions, compliance with all applicable laws, including gaming laws and regulations, and obtaining any necessary regulatory approvals, our obligations under our

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credit facilities will be secured by first priority security interests (subject to permitted liens) in the following:

        If Wynn Resorts pledges assets to secure guarantees of other specified indebtedness prior to meeting prescribed leverage ratio and debt rating tests, then the credit facilities may be secured by liens of equal priority on the same Wynn Resorts' assets.

        Our obligations under our credit facilities will also be secured by second priority security interests on the furniture, fixtures and equipment financed with the FF&E facility. See "—FF&E Facility". Our obligations under the credit facilities will not be secured by any interest in the secured account holding the proceeds of the second mortgage notes.

        We will be required to make mandatory prepayments of indebtedness under our credit facilities from net cash proceeds of certain asset sales, equity offerings, debt offerings and insurance or condemnation proceeds received by the restricted entities. We will also be required to make mandatory payments of indebtedness under the credit facilities from a percentage of our excess cash flow, initially 75%, and decreasing based on our leverage ratio and senior debt ratings to 50%, and then to be eliminated. Wynn Las Vegas will have the option to prepay all or any portion of our indebtedness under the credit facilities at any time without premium or penalty.

        The restricted entities will be required to comply with additional negative and affirmative covenants, including, without limitation, limitations on:

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        Additionally, the restricted entities will be required to comply with certain financial ratios and other financial covenants such as:

        The conditions to all borrowings before final completion of Le Rêve will consist of those set forth under the disbursement agreement. See "—Description of Disbursement Agreement." Borrowings of revolving loans after final completion of Le Rêve will be subject to prior written notice of borrowing, the accuracy of representations and warranties, the absence of any default or event of default and certain other customary conditions to borrowing.

        The credit facilities will contain customary events of default, including the failure to make payments when due, defaults under other material agreements or instruments of indebtedness of specific amounts, loss of material licenses or permits (including gaming licenses), failure or inability to complete Le Rêve by the outside completion date (subject to force majeure extension), loss of material contracts, noncompliance with covenants, material breaches of representations and warranties, bankruptcy, judgments in excess of specified amounts, ERISA, impairment of security interests in collateral, change of control and, prior to final completion of Le Rêve, specified events under the disbursement agreement, subject in some cases to applicable notice provisions and grace periods. See "—Description of Disbursement Agreement." Events of default will apply to the restricted entities.


Second Mortgage Notes

        Wynn Las Vegas and Wynn Capital, referred to as the issuers, will enter into an indenture among themselves and certain restricted entities and                          , as trustee, pursuant to which the issuers will issue second mortgage notes with a maximum aggregate principal amount of $350 million. The second mortgage notes will:

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        The second mortgage notes will bear interest at a rate that will be established at the time of pricing of the second mortgage notes, which pricing is expected to occur concurrently with the pricing of the equity offering. Interest will be payable semi-annually in arrears on                          and                           , commencing on                          , 2002. The issuers will make each interest payment to the holders of record of the second mortgage notes on the immediately preceding                          and                           .

        Interest will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        One of our subsidiaries, a special purpose subsidiary formed to be bankruptcy-remote, will be providing $50 million to guarantee to our second mortgage note holders and the lenders under our credit facilities completion in full of the construction and opening of Le Rêve, including all furniture, fixtures and equipment, the parking structure, the golf course and the availability of initial working capital. We will contribute $50 million of the net proceeds of our equity offering to that subsidiary to support its obligations under the completion guaranty. These funds will be deposited into a collateral account to be held in cash or short-term highly-rated securities, and pledged to the second mortgage note holders on a second priority basis as security for the completion guaranty, to be applied to the costs of the project as the lenders under our credit facilities determine in accordance with the disbursement agreement. Upon the completion and opening of Le Rêve, any amounts then remaining in this account will be released to us.

        The obligations of Wynn Las Vegas under the second mortgage notes will also be jointly and severally guaranteed by the other restricted entities. In the event that Wynn Resorts incurs indebtedness or provides guarantees of other specified indebtedness prior to meeting a prescribed leverage ratio and debt rating test, then Wynn Resorts will also be required to guarantee the second mortgage notes. The obligations of each guarantor under its guarantee will be limited as necessary to reduce the risk that the guarantee would be treated as a fraudulent conveyance under applicable law. Each guarantee of the notes will be a senior secured obligation of each guarantor, secured by a second priority security interest in certain of the guarantors' existing and future assets, and will rank pari passu in right of payment with any existing and future senior indebtedness of the guarantors. In addition, each guarantee will rank senior in right of payment to all of the existing and future subordinated indebtedness of each guarantor.

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        Subject to certain permitted liens, the second mortgage notes will be secured by, among other things:

        If Wynn Resorts pledges assets to secure guarantees of other specified indebtedness prior to meeting prescribed leverage ratio and debt rating tests, then the second mortgage notes may be secured by second priority liens on the same Wynn Resorts' assets.

        At any time prior to                          , 2005, the issuers may redeem up to a percentage to be agreed upon of the aggregate principal amount of the second mortgage notes at a specified redemption price; provided that certain conditions are satisfied. The second mortgage notes otherwise are not redeemable prior to                          , 200  .

        After                          , 200  , the issuers may redeem all or a part of the second mortgage notes upon not less than 30 nor more than 60 days' notice, at certain specified redemption prices based on timing of the redemption.

        Following the occurrence of a change of control under the second mortgage notes, the issuers will be required to offer to repurchase the second mortgage notes at a purchase price equal to 101% of the principal amount of the second mortgage notes, plus any accrued and unpaid interest to the date of repurchase.

        The issuers will be required to offer to repurchase the second mortgage notes at a purchase price equal to the principal amount of the second mortgage notes, plus any accrued

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and unpaid interest to the date of repurchase, with the net cash proceeds of certain asset sales.

        The second mortgage notes may be redeemed by the issuers in certain instances where a gaming authority requires a holder or beneficial owner of the second mortgage notes to be licensed, qualified or found suitable under any applicable gaming law and the holder or beneficial owner (1) fails to apply for a license, qualification or finding of suitability within 30 days after being requested to do so, or such lesser period as required by the gaming authority, or (2) is notified by a gaming authority that it will not be licensed, qualified or found suitable.

        The issuers will not be required to make mandatory redemption or sinking fund payments with respect to the second mortgage notes.

        The second mortgage notes will contain additional affirmative and negative covenants applicable to the issuers and certain other restricted entities, including, without limitation, limitations on:

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        The indenture for the second mortgage notes will contain customary events of default, including the failure to make payments when due, defaults under other material agreements or instruments of indebtedness of specific amounts, loss of material licenses or permits (including gaming licenses), failure or inability to complete Le Rêve by the outside completion date (subject to force majeure extension), loss of material contracts, noncompliance with covenants, material breaches of representations and warranties, bankruptcy, judgments in excess of specified amounts, impairment of security interests in collateral, and, prior to final completion of Le Rêve, specified events under the disbursement agreement, subject in some cases to applicable notice provisions and grace periods. See "—Description of Disbursement Agreement." Events of default will apply to the restricted entities.


Intercreditor Agreement

        A representative of the lenders under our credit facilities and the trustee will enter into an intercreditor agreement with us that will govern the relations between the note holders and those lenders. The intercreditor agreement will provide that the second mortgage note holders will have a first priority security interest in, or claim against, the net proceeds of the second mortgage note offering deposited into a secured account pending disbursement of such amounts in accordance with the terms of the disbursement agreement. Additionally, the lenders under the credit facilities will likely have a first priority security interest in, or claim against the collateral pledged by us.

        The intercreditor agreement will establish certain provisions and agreements concerning the exercise of remedies by the second mortgage note holders and the lenders against their respective collateral. As a result, the second mortgage note holders will have limited rights to force a sale of any of the collateral or otherwise exercise any of the remedies available to a secured creditor in connection with the collateral, other than the collateral in which the credit facilities lenders do not have an interest, unless or until the credit facilities are paid in full. Applicable law, including gaming laws and regulations, will also impose restrictions on the ability of the second mortgage note holders and the lenders under our credit facilities to enforce the remedies of a secured creditor.

Disbursement Agreement

        Wynn Las Vegas will enter into a disbursement agreement with Deutsche Bank Trust Company Americas, as the bank agent, [                          ], as the mortgage note trustee, and [                          ], as the disbursement agent. The following summary of the material provisions of the disbursement agreement is not meant to be complete and you should review the disbursement agreement for a complete statement of its terms and conditions, including the definitions of terms used below. Although the FF&E lenders are not party to the disbursement agreement, the funding conditions with respect to the FF&E financing are expected to be similar in many respects to those set forth in the disbursement agreement. See "Description of Certain Indebtedness—FF&E Facility."]

        The disbursement agreement will set forth our material obligations to construct and complete Le Rêve and will establish a line item budget and a schedule for construction of Le Rêve. The disbursement agreement also will establish the conditions to, and the relative sequencing of, the making of disbursements from the proceeds of the credit facilities and the second mortgage notes, and will establish the obligations of the bank agent and the second

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mortgage note trustee to make disbursements under the credit facilities and the obligation of the second mortgage notes trustee to release funds from the second mortgage notes proceeds account upon satisfaction of such conditions. The disbursement agreement further will set forth the mechanics for approving change orders and amendments to the project budget and the schedule for the construction period. Finally, the disbursement agreement will include certain representations, warranties, covenants and events of default that are common to our credit facilities and second mortgage notes.

        Under the disbursement agreement, we will only be permitted to use the proceeds of the credit facilities and the second mortgage notes to pay for project costs related to Le Rêve, excluding those FF&E costs that are financed under the FF&E facility.

        The disbursement agreement will set forth the sequencing order in which funds from the various sources will be made available to us.

        We expect to commence construction of Le Rêve in September 2002, and we have incurred, and prior to the initial disbursement from the second mortgage notes proceeds account will continue to incur, significant costs in connection with Le Rêve. Pursuant to the disbursement agreement, the construction consultant will confirm that such costs were incurred within the parameters set forth in the approved project budget.

        In order to implement the funding of disbursements, the disbursement agreement will call for the establishment of certain accounts, each of which will be pledged to the lenders under the credit facilities and the holders of second mortgage notes, except that the secured account holding the proceeds of the second mortgage notes will be pledged to the second mortgage note holders only. Each time Wynn Las Vegas receives funds from its credit facilities, the second mortgage notes proceeds account or other sources for the development and construction of Le Rêve, those funds must be deposited in the appropriate accounts and, subject to the conditions to disbursement, be disbursed to pay for the development and construction of Le Rêve.

        We will be required to satisfy conditions precedent before we are permitted to receive funds from the disbursement accounts. These conditions will include, among others:

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Prior to borrowing any amounts under our credit facilities or receiving any disbursements from the secured account holding the proceeds of the second mortgage notes, we plan to use a portion of the proceeds of this offering, and our other available funds, to commence construction of Le Rêve. As a condition to borrowing under our credit facilities or receiving disbursements from the secured account, we will be required to submit evidence acceptable to the construction consultant that the construction of Le Rêve has been completed to that point in accordance with our plans and specifications, on budget and on schedule.

        The disbursement agreement will contain guidelines for the construction consultant and the disbursement agent to permit amendments to the budget and the plans and specifications. These conditions will generally be the same as conditions to disbursement that relate to the project and the budget.

        The guidelines will only permit increases to any line item category to the extent of the sum of:

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        We may, from time to time, amend the project schedule to extend the completion date, but not beyond August 31, 2005, by delivering to the disbursement agent a certificate describing the amendment and complying with the conditions set forth above with respect to the changes in the project budget that will result from the extension of the completion date.

        The disbursement agreement contains various affirmative covenants that we are obligated to comply with. Such covenants include the following:

        The disbursement agreement will also require us to comply with negative covenants. These covenants will limit, among other things, the restricted entities' ability to:

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        The disbursement agreement will provide that, upon the occurrence of an event of default under the credit facilities or the second mortgage notes, the exercise of remedies shall be subject to the intercreditor agreement. Subject to the restrictions contained in the intercreditor agreement, the remedies under the disbursement agreement include:

The disbursement agreement will terminate on or about the date on which completion occurs.

        We expect to enter into an agreement for an FF&E facility in a principal amount of $150 million. However, because we have not yet obtained a commitment for the FF&E facility, the terms of the anticipated FF&E facility are not yet known. We expect that our FF&E facility will be secured by specific fixed assets financed by that facility, including gaming equipment and devices such as slot machines. Such assets will also secure our credit facilities on a second priority basis and our obligations under the second mortgage notes on a third priority basis.


Indebtedness Related to Corporate Jet

        Our subsidiary, World Travel, LLC, as borrower, and Valvino, as guarantor, have entered into a secured loan arrangement with Bank of America, N.A., to provide for a $28.5 million loan to World Travel. The loan will mature on March 1, 2007, with payments of $158,333 due each month prior to maturity.

        The loan bears interest at an annual rate equal to one, two, three or six month LIBOR plus 2.50%, and is secured by an aircraft mortgage on World Travel's Bombadier Global Express aircraft.

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SHARES ELIGIBLE FOR FUTURE SALE

Sales of Restricted Securities

        Before this offering, there has been no public trading market for our common stock, and we cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Nevertheless, sales of substantial amounts of our common stock in the public market could adversely affect the market price of our common stock and could impair its future ability to raise capital through the sale of its equity securities.

        Upon the completion of this offering, we will have            shares of its common stock outstanding, assuming no exercise of the underwriters' over-allotment option. All of the shares sold in this offering will be freely tradable, except that any shares purchased by our affiliates may only be sold in compliance with the applicable limitations of Rule 144. The remaining            shares of our common stock are "restricted securities" as defined under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rules 144, 144(k) or 701 under the Securities Act. These rules are summarized below.

        Subject to the provisions of Rules 144, 144(k) and 701,            shares of our common stock will be available for sale in the public market upon the expiration of the 180-day lock-up period.

        If our stockholders sell substantial amounts of our common stock in the public market following this offering, the prevailing market price of our common stock could decline. Furthermore, sales of substantial amounts of our common stock in the public market after contractual and legal restrictions lapse could adversely affect the prevailing market price of the common stock and our ability to raise equity capital in the future.

Rule 144

        In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who has beneficially owned restricted shares for at least one year including the holding period of any prior owner except an affiliate would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

        Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 144(k)

        Under Rule 144(k), a person who is not deemed to have been our affiliate at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years including the holding period of any prior owner except an affiliate, is entitled to sell such shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144. The Securities Act defines affiliates to be persons that directly, or indirectly through one or more intermediaries,

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control, or are controlled by, or are under common control with, Wynn Resorts. These persons typically include our executive officers and directors.

Rule 701

        In general, under Rule 701, any of our employees, directors, officers, consultants or advisors who purchase shares from us under a stock option plan or other written agreement can resell those shares 90 days after the effective date of this offering, subject to lock-up agreements, in reliance on Rule 144, but without complying with the holding period, public information, volume limitation or notice provisions of Rule 144, so long as they are not affiliates of ours. If they are an affiliate, they are eligible to resell the shares 90 days after the effective date of this offering, subject to lock-up agreements, in reliance on Rule 144 but without compliance with the holding period contained in Rule 144.

Stock Options

        Immediately after this offering, we intend to file a registration statement on Form S-8 under the Securities Act covering shares of common stock reserved for issuance under our stock option plan. Shares registered under that registration statement will, upon the optionee's exercise and depending on vesting provisions and Rule 144 volume limitations applicable to our affiliates, be available for resale in the public market.

Lock-up Agreements

        We, all of our officers and directors and other stockholders, excluding Baron Asset Fund, have agreed not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any of their shares of our common stock or any equity securities convertible into or exercisable or exchangeable for shares of our common stock; or enter into any swap or other arrangement that transfers to another, in whole or in part, any economic consequences of ownership of our common stock during the period ending 180 days after the date of this prospectus without the prior written consent of Deutsche Bank Securities, Inc., Bear, Stearns & Co. Inc. and Banc of America Securities LLC, on behalf of the underwriters. Deutsche Bank Securities, Inc., Bear, Stearns & Co. Inc. and Banc of America Securities LLC have advised us that they have no present intention to release any shares subject to lockup agreements. In considering whether to release any shares subject to a lockup agreement, Deutsche Bank Securities, Inc., Bear, Stearns & Co. Inc. and Banc of America Securities LLC would consider, among other factors, the particular circumstances surrounding the request, including, but not limited to, the number of shares to be released, the effect of the released shares on the market for our common stock and the hardship of the person requesting the waiver.

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U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

        The following is a general discussion of certain U.S. federal income and estate tax consequences of the ownership and disposition of Wynn Resorts' common stock by a person that is not a "United States person" for U.S. federal income tax purposes (a "non-U.S. holder"). For this purpose, a "United States person" is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if (1) a U.S. court is able to exercise primary supervision over the trust's administration and (2) one or more United States persons have the authority to control all of the trust's substantial decisions. This discussion does not consider specific facts and circumstances that may be relevant to any particular non-U.S. holder's tax position. Special rules may apply to certain non-U.S. holders that are subject to special treatment under the Internal Revenue Code of 1986, as amended, such as dealers in securities, banks, insurance companies, tax-exempt organizations, persons holding their shares as part of a "straddle," "hedge," or "conversion transaction," persons who acquire shares as compensation, "controlled foreign corporations," "passive foreign investment companies," "foreign personal holding companies," and corporations that accumulate earnings to avoid U.S. federal income tax. This discussion is limited to certain U.S. federal income tax consequences to beneficial owners of Wynn Resorts' common stock who hold Wynn Resorts' common stock as a capital asset. Except where otherwise explicitly stated, it does not address the tax consequences of any aspect of state, local, or foreign law or the tax consequences to persons who are former citizens or long-term residents of the United States or to persons holding Wynn Resorts' common stock through a partnership or other pass-through entity. If a partnership holds Wynn Resorts' common stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership.

        Accordingly, each non-U.S. holder is urged to consult its own tax advisor with respect to the U.S. federal tax consequences of the ownership and disposition of common stock, as well as any tax consequences that may arise under the laws of any state, municipality, foreign country or other taxing jurisdiction.

Dividends

        Dividends paid to a non-U.S. holder of Wynn Resorts' common stock ordinarily will be subject to a 30% withholding tax, unless the non-U.S. holder (1) provides us or our paying agent, as the case may be, with a properly executed Form W-8BEN (or a suitable substitute form) claiming a reduction in the rate of withholding pursuant to an applicable income tax treaty; (2) provides us or our paying agent, as the case may be, with a properly executed Form W-8ECI (or a suitable substitute form) providing a U.S. tax identification number and stating the dividends are effectively connected with the beneficial owner's conduct of a trade or business in the United States; or (3) in the case of payments made outside the United States with respect to an offshore account, complies with certain documentary evidence procedures, directly or, under certain circumstances, through an intermediary.

        If a non-U.S. holder is engaged in a trade or business in the United States and our dividends are effectively connected with the conduct of such trade or business and, where an income tax treaty applies, are attributable to a U.S. permanent establishment, the non-U.S. holder will be subject to federal income tax on the dividends on a net basis. In addition, if the non-U.S. holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for that taxable year, subject to adjustment, unless it qualifies for a lower rate under an applicable income tax treaty.

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Gain on Disposition of Common Stock

        A non-U.S. holder generally will not be subject to U.S. federal income tax in respect of a gain realized on a disposition of Wynn Resorts' common stock, provided that (1) the gain is not effectively connected with a trade or business conducted by the non-U.S. holder in the United States, (2) in the case of a non-U.S. holder who is an individual, such holder is present in the United States for fewer than 183 days in the taxable year of the sale and other conditions are met and (3) if Wynn Resorts is a "United States real property holding corporation" (a "USRPHC"), Wynn Resorts' common stock is regularly traded at the time of disposition and other conditions described below are met.

        Because for U.S. federal income tax purposes Wynn Resorts is now and probably will continue to be a USRPHC, a non-U.S. holder could be subject to tax on any gain realized on a disposition of Wynn Resorts' common stock and to 10% withholding (creditable against such tax liability) on the gross amount realized ("FIRPTA tax and withholding"). We believe, however, that Wynn Resorts' common stock will be considered "regularly traded" on an established securities market because we expect it to be traded on The Nasdaq Stock Market's National Market and to be regularly quoted by brokers and/or dealers making a market in Wynn Resorts' common stock. If Wynn Resorts' common stock is regularly traded at the time of the disposition, withholding generally will not be required and a non-U.S. holder who did not own more than 5% of the value of Wynn Resorts' common stock, actually or constructively, at any time during the shorter of the five-year period preceding the disposition or the non-U.S. holder's holding period, should not be subject to U.S. federal income tax on any gain realized on the disposition of Wynn Resorts' stock provided that clauses (1) and (2) above are also satisfied. It is possible, however, that, because of its concentrated ownership, Wynn Resorts' common stock will not be considered regularly traded despite being quoted on The Nasdaq Stock Market's National Market and regularly quoted by market makers. As a result, a non-U.S. holder could be subject to FIRPTA tax and withholding on a disposition of the common stock.

        If a non-U.S. holder is engaged in the conduct of a trade or business in the United States, gain on the disposition of Wynn Resorts' common stock that is effectively connected with the conduct of such trade or business and, where an income tax treaty applies, is attributable to a U.S. permanent establishment, will be taxed on a net basis at applicable graduated individual or corporate rates. Effectively connected gain of a foreign corporation may, under certain circumstances, be subject as well to a branch profits tax at a rate of 30% or a lower applicable treaty rate.

Federal Estate Taxes

        Wynn Resorts' common stock owned or treated as being owned by a non-U.S. holder at the time of death will be included in that holder's gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise. Although the U.S. federal estate tax generally has been repealed for decedents dying in 2010, the repeal expires and, unless extended by new legislation, the U.S. federal estate tax will be reinstated beginning January 1, 2011.

U.S. Information Reporting Requirements and Backup Withholding Tax

        U.S. information reporting on Form 1099 and backup withholding tax should not apply to dividends paid on Wynn Resorts' common stock to a non-U.S. holder, provided that the non-U.S. holder provides Wynn Resorts or its payor, as the case may be, with a properly executed Form W-8BEN (or satisfies certain certification documentary evidence requirements

131


for establishing that it is a non-United States person under U.S. Treasury regulations) or otherwise establishes an exemption. Distributions on Wynn Resorts' common stock will, however, be reported to the IRS and to each non-U.S. holder on Form 1042-S.

        Information reporting and backup withholding also generally will not apply to a payment of the proceeds of a sale of Wynn Resorts' common stock effected outside the United States by a foreign office of a foreign broker. However, information reporting requirements (but not backup withholding) will apply to a payment of the proceeds of a sale of Wynn Resorts' common stock effected outside the United States by a foreign office of a broker if the broker (1) is a United States person, (2) derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, (3) is a "controlled foreign corporation" as to the United States or (4) is a foreign partnership that, at any time during its taxable year, is 50% or more (by income or capital interest) owned by United States persons or is engaged in the conduct of a U.S. trade or business, unless in any such case the broker has documentary evidence in its records that the holder is a non-U.S. holder and certain conditions are met, or the holder otherwise establishes an exemption. Payment by a U.S. office of a broker of the proceeds of a sale of Wynn Resorts' common stock will be subject to both backup withholding and information reporting unless the holder certifies its non-U.S. status under penalties of perjury or otherwise establishes an exemption. Pursuant to recent tax legislation the rate of backup withholding tax is currently 30% and will be reduced to 29% on January 1, 2004 and 28% on January 1, 2006. Unless extended by new legislation, however, the 31% backup withholding tax rate will be reinstated beginning January 1, 2011.

        Any amounts withheld under the backup withholding rules should be allowed as a refund or a credit against the non-U.S. holder's U.S. federal income tax liability provided the required information is furnished to the IRS.

        You are urged to consult your tax advisor in determining the tax consequences to you of the purchase, ownership, and disposition of Wynn Resorts' common stock, including the application to your particular situation of the federal income tax considerations discussed above and the application of state, local, foreign, or other tax laws.

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UNDERWRITING

        Subject to the terms and conditions of the underwriting agreement, the underwriters named below, through their representatives Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc. and Banc of America Securities LLC, have agreed to purchase from us the following respective number of shares of common stock at a public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus:

Underwriters
   Number of Shares
Deutsche Bank Securities Inc.    
   
Bear, Stearns & Co. Inc.    
   
Banc of America Securities LLC    
   
Dresdner Kleinwort Wasserstein Securities LLC    
   
Total    
   

        The underwriting agreement provides that the obligations of the several underwriters to purchase the shares of common stock offered hereby are subject to certain conditions precedent and that the underwriters will purchase all of the shares of common stock offered by this prospectus, other than those covered by the over-allotment option described below, if any of these shares are purchased.

        We have been advised by the representatives of the underwriters that the underwriters propose to offer the shares of common stock to the public at the public offering price set forth on the cover of this prospectus and to dealers at a price that represents a concession not in excess of $[            ] per share under the public offering price. The underwriters may allow, and these dealers may re-allow, a concession of not more than $[            ] per share to other dealers. After the initial public offering, representatives of the underwriters may change the offering price and other selling terms.

        We have granted to the underwriters an option, exercisable not later than 30 days after the date of this prospectus, to purchase up to [            ] additional shares of common stock at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus. The underwriters may exercise this option only to cover over-allotments made in connection with the sale of the common stock offered by this prospectus. To the extent that the underwriters exercise this option, each of the underwriters will become obligated, subject to conditions, to purchase approximately the same percentage of these additional shares of common stock as the number of shares of common stock to be purchased by it in the above table bears to the total number of shares of common stock offered by this prospectus. We will be obligated, pursuant to the option, to sell these additional shares of common stock to the underwriters to the extent the option is exercised. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

        The underwriting discounts and commissions per share are equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting discounts and commissions are [            ]% of the initial public offering price. We have agreed to pay the underwriters the following discounts and commissions, assuming either no exercise or full exercise by the underwriters of the underwriters' over-allotment option:

 
    
   Total Fees
 
   Fee per Share
   Without Exercise
of Over-allotment
Option
   With Full Exercise
of Over-allotment
Option
Discounts and commissions paid by us   $     $     $  

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        In addition, we estimate that our share of the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately $[            ].

        We have agreed to indemnify the underwriters against some specified types of liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect of any of these liabilities.

        We, all of our officers and directors and all of our other stockholders, excluding Baron Asset Fund, have agreed not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any of their shares of our common stock or any equity securities convertible into or exercisable or exchangeable for shares of our common stock; or enter into any swap or other arrangement that transfers to another, in whole or in part, any economic consequences of ownership of our common stock during the period ending 180 days after the date of this prospectus without the prior written consent of Deutsche Bank Securities, Inc., Bear, Stearns & Co. Inc. and Banc of America Securities LLC, the representatives on behalf of the underwriters.

        In connection with the offering, the underwriters may purchase and sell shares of our common stock in the open market. These transactions may include short sales, purchases to cover positions created by short sales and stabilizing transactions.

        Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. Covered short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares of common stock from us in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

        Naked short sales are any sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if underwriters are concerned that there may be downward pressure on the price of the shares in the open market prior to the completion of the offering.

        Stabilizing transactions consist of various bids for or purchases of our common stock made by the underwriters in the open market prior to the completion of the offering.

        The underwriters may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representatives of the underwriters have repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

        Purchases to cover a short position and stabilizing transactions may have the effect of preventing or slowing a decline in the market price of our common stock. Additionally, these purchases, along with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the New York Stock Exchange, in the over-the-counter market or otherwise.

        At our request, the underwriters have reserved for sale at the initial public offering price up to [            ] shares of our common stock being sold in this offering for our vendors, employees, family members of employees, customers and other third parties. The number of

134

shares of our common stock available for the sale to the general public will be reduced to the extent these reserved shares are purchased. Any reserved shares not purchased by these persons will be offered by the underwriters to the general public on the same basis as the other shares in this offering.

        A prospectus in electronic format may be made available on Internet web sites maintained by one or more of the lead underwriters of this offering and may be made available on web sites maintained by other underwriters. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. The representatives may allocate shares of common stock to underwriters that may make Internet distributions on the same basis as other allocations. In addition, shares of common stock may be sold by the underwriters to securities dealers who may resell shares of common stock to online brokerage account holders. Other than the prospectus in electronic format, the information on any underwriter's web site and any information contained in any other web site maintained by an underwriter is not part of the prospectus or the registration statement of which the prospectus forms a part.

Pricing of this Offering

        Prior to this offering, there has been no public market for our common stock. Consequently, the initial public offering price of our common stock will be determined by negotiation among us and the representatives of the underwriters. The primary factors that will be considered in determining the public offering price include:

        Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities, Inc., will act as the sole administrative agent and as a lender under the Issuers' new credit facility and will receive certain fees for its services. In addition, Deutsche Bank Securities, Inc. will act as joint advisor, joint book-running manager and joint lead-arranger in connection with the credit facilities and will receive certain fees for its services.

        Bear Stearns Corporate Lending, Inc., an affiliate of Bear, Stearns & Co. Inc., will act as documentation agent and as a lender under our credit facilities and will receive certain fees for its services. In addition, Bear Stearns Corporate Lending, Inc. will act as joint advisor, joint book-running manager and arranger in connection with our credit facilities and will receive certain fees for its services.

        Bank of America, N.A., an affiliate of Banc of America Securities LLC, will act as a lender under the credit facilities and will receive certain fees for its services. In addition, Banc of America Securities LLC will act as sole syndication agent and as joint advisor, joint book-running manager and joint lead-arranger in connection with the credit facilities and will receive certain fees for its services. See "Description of Other Indebtedness—Bank Credit Facility."

        Some of the underwriters or their affiliates have provided investment and commercial banking services to us and our subsidiaries and our affiliates in the past and may do so in the future. They receive customary fees and commissions for these services.

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LEGAL MATTERS

        Selected legal matters in connection with this offering will be passed upon for Wynn Resorts by Irell & Manella LLP, Los Angeles, California and for the underwriters by Latham & Watkins, Los Angeles, California. Certain matters of Nevada law, including the validity of the common stock offered hereby, will be passed upon for us by Schreck Brignone Godfrey, Las Vegas, Nevada.


EXPERTS

        The financial statements of Valvino Lamore, LLC and subsidiaries (a development stage company) as of December 31, 2001 and 2000, and for the year ended December 31, 2001 and the period from inception (April 21, 2000) to December 31, 2000, included in this prospectus and the related financial statement schedules included elsewhere in the registration statement have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing herein and elsewhere in the registration statement, and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.


INDEPENDENT ACCOUNTANTS

        In May, 2002, Valvino decided to no longer engage Arthur Andersen LLP ("Andersen") as its independent public accountants. The reports of Andersen on the financial statements of Valvino for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. Through the present date, there have been no disagreements between Valvino and Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Andersen, would have caused Andersen to make reference to the subject matter thereof in its report on Valvino's financial statements for such periods. Through the present date, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

        Valvino named Deloitte & Touche LLP ("Deloitte & Touche") as its new independent accountants in May, 2002. Prior to their appointment as independent accountants, neither Valvino nor anyone acting on its behalf, consulted with Deloitte & Touche regarding the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on Valvino's financial statements.


WHERE YOU CAN FIND MORE INFORMATION

        Wynn Resorts has filed with the Securities and Exchange Commission, referred to as the SEC, a registration statement on Form S-1 with respect to the common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules, which are part of the registration statement. The rules and regulations of the SEC allow Wynn Resorts to omit various information about Wynn Resorts and its capital stock. For further information with respect to Wynn Resorts and its common stock, we refer you to the registration statement and exhibits and schedules filed as part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. Any document Wynn Resorts files

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may be read and copied at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. Wynn Resorts' filings with the SEC are also available to the public from the SEC's Web site at http://www.sec.gov.

        Wynn Resorts does not currently file periodic reports, proxy statements or other information with the SEC. However, upon completion of this offering, Wynn Resorts will become subject to the information and periodic reporting requirements of the Securities Exchange Act, as amended, and, accordingly, will file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information will be available for inspection and copying at the SEC's public reference room, and the Web site of the SEC referred to above.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Valvino Lamore, LLC and Subsidiaries
(A Development Stage Company)		    

Independent Auditors' Report
 
F-2

Consolidated Balance Sheets
 
F-3

Consolidated Statements of Operations
 
F-4

Consolidated Statements of Members' Equity
 
F-5

Consolidated Statements of Cash Flows
 
F-6

Notes to Consolidated Financial Statements
 
F-8

F-1


INDEPENDENT AUDITORS' REPORT

To the Members of Valvino Lamore, LLC and Subsidiaries:

        We have audited the accompanying consolidated balance sheets of Valvino Lamore, LLC and subsidiaries (a development stage company) as of December 31, 2001 and 2000, and the related consolidated statements of operations, members' equity, and cash flows for the year ended December 31, 2001 and for the period from inception (April 21, 2000) to December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2001 and 2000, and the consolidated results of its operations and its cash flows for the year ended December 31, 2001 and for the period from inception to December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Las Vegas, Nevada
June 6, 2002

F-2


VALVINO LAMORE, LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

(In thousands)

 
   March 31,
2002
   December 31,
2001
   December 31,
2000
  
 
   (Unaudited)

    
    
  
ASSETS        
Current Assets                    

Cash and cash equivalents
 
$
34,239
 
$
39,271
 
$
64,469
 
Restricted cash     2,311     524     —  
Receivables, net     218     202     877  
Due from related parties, current     662     332     80  
Inventories     263     284     322  
Prepaid expenses and other     907     894     813  
   
 
 
 
  Total Current Assets     38,600     41,507     66,561  
Property and equipment, net     334,876     337,464     313,022  
Water rights     6,400     6,400     —  
Due from related parties, net of current     2,161     2,376     7,563  
Trademark     1,000     1,000     —  
Other assets     2,994     2,041     1,321  
   
 
 
 
  Total Assets   $ 386,031   $ 390,788   $ 388,467  
   
 
 
 

LIABILITIES AND MEMBERS' EQUITY
 
Current Liabilities                    

Accounts payable
 
$
1,656
 
$
2,071
 
$
575
 
Accrued expenses     2,194     1,873     4,117  
Current portion of long-term debt     36     35     32  
   
 
 
 
  Total Current Liabilities     3,886     3,979     4,724  

Long-term debt
 
 
282
 
 
291
 
 
326
 

Members' Equity
 
 
 
 
 
 
 
 
 
 
Contributed capital     412,572     412,572     392,572  
Deficit accumulated from inception during the development stage     (30,709 )   (26,054 )   (9,155 )
   
 
 
 
      381,863     386,518     383,417  
   
 
 
 
  Total Liabilities and Members' Equity   $ 386,031   $ 390,788   $ 388,467  
   
 
 
 

The accompanying footnotes are an integral part of these consolidated financial statements.

F-3


VALVINO LAMORE, LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data)

 
   Three Months Ended March 31, 2002
   Three Months Ended March 31, 2001
   Year Ended December 31, 2001
   From Inception to December 31, 2000
   From Inception to March 31, 2002
  
 
   (Unaudited)

   (Unaudited)

    
    
   (Unaudited)

  
Revenues                                
  Airplane lease   $ 69   $ —   $ 838   $ —   $ 907  
  Art gallery     65     —     35     —     100  
  Retail     48     —     27     —     75  
  Water     2     —     18     —     20  
   
 
 
 
 
 
Total Revenue     184     —     918     —     1,102  
Expenses                                
  Pre-opening costs     2,534     2,092     10,980     4,522     18,036  
  Depreciation and amortization     2,122     1,823     7,979     3,681     13,782  
  Loss on sale of fixed assets     62     49     394     —     456  
  Selling, general & administrative expenses     138     77     376     —     514  
  Facility closure expenses     —     328     373     1,206     1,579  
  Cost of water     2     —     40     —     42  
  Cost of retail sales     30     —     9     —     39  
  Loss from incidental operations     107     —     —     1,163     1,270  
   
 
 
 
 
 
Total Expenses     4,995     4,369     20,151     10,572     35,718  
   
 
 
 
 
 
  Operating Loss     (4,811 )   (4,369 )   (19,233 )   (10,572 )   (34,616 )
Other Income/(Expense)                                
  Interest expense, net of amounts capitalized     (6 )   (7 )   (28 )   (17 )   (51 )
  Interest income     162     889     2,362     1,434     3,958  
   
 
 
 
 
 
Other Income, net     156     882     2,334     1,417     3,907  
   
 
 
 
 
 
  Net loss accumulated during the development stage   $ (4,655 ) $ (3,487 ) $ (16,899 ) $ (9,155 ) $ (30,709 )
   
 
 
 
 
 
Weighted Average Shares Outstanding     207,692     207,692     202,685     200,000     205,894  
Loss Per Share—Basic and Diluted   $ (22.41 ) $ (16.79 ) $ (83.38 ) $ (45.78 ) $ (149.15 )

The accompanying footnotes are an integral part of these consolidated financial statements.

F-4


VALVINO LAMORE, LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY

(In thousands, except share data)

 
   Shares
Outstanding
   Stephen A. Wynn Capital
   Aruze USA,
Inc. Capital
   Baron Asset Fund
   Total
  
Balance at Inception (April 21, 2000)   —   $ —   $ —   $ —   $ —  
  Member contributions   200,000     253,054     260,000     —     513,054  
  Member distributions   —     (110,482 )   —     —     (110,482 )
  Third party fee   —     —     (10,000 )   —     (10,000 )
  Net loss accumulated during the development stage   —     (7,281 )   (1,874 )   —     (9,155 )
   
 
 
 
 
 
Balance at December 31, 2000   200,000     135,291     248,126     —     383,417  
   
 
 
 
 
 
  Member contributions   7,692     —     —     20,800     20,800  
  Third party fee   —     —     —     (800 )   (800 )
  Net loss accumulated during the development stage   —     (8,213 )   (8,213 )   (473 )   (16,899 )
   
 
 
 
 
 
Balance at December 31, 2001   207,692   $ 127,078   $ 239,913   $ 19,527   $ 386,518  
   
 
 
 
 
 
  Net loss accumulated during the development stage (unaudited)   —     (2,241 )   (2,241 )   (173 )   (4,655 )
   
 
 
 
 
 
Balance at March 31, 2002 (unaudited)   207,692   $ 124,837   $ 237,672   $ 19,354   $ 381,863  
   
 
 
 
 
 

The accompanying footnotes are an integral part of these consolidated financial statements.

F-5


VALVINO LAMORE, LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 
   Three Months Ended March 31, 2002
   Three Months Ended March 31, 2001
   Year Ended December 31, 2001
   Inception to December 31, 2000
   Inception to March 31,
2002
  
 
   (Unaudited)

   (Unaudited)

    
    
   (Unaudited)

  
Cash Flows From Operating Activities                                
Net loss accumulated during the development stage   $ (4,655 ) $ (3,487 ) $ (16,899 ) $ (9,155 ) $ (30,709 )
Adjustments to reconcile net loss accumulated during the development stage to net cash provided by/(used in) operating activities:                                
  Depreciation and amortization     2,122     1,823     7,979     3,681     13,782  
  Amortization of loan origination fees     —     —     —     1,465     1,465  
  Loss on sale of fixed assets     62     49     394     —     456  
  Incidental operations     820     1,904     3,611     1,198     5,629  
Increase (decrease) in cash from changes in:                                
  Restricted cash     (1,787 )   —     (524 )   —     (2,311 )
  Receivables, net     (16 )   531     675     7,042     7,701  
  Inventories     21     85     38     690     749  
  Prepaid expenses and other     (13 )   20     (81 )   (664 )   (758 )
  Accounts payable and accrued expenses     (94 )   (744 )   620     (9,064 )   (8,538 )
   
 
 
 
 
 
Net Cash Provided by / (Used in) Operating Activities     (3,540 )   181     (4,187 )   (4,807 )   (12,534 )
   
 
 
 
 
 
Cash Flows From Investing Activities                                
  Acquisition of Desert Inn Resort and Casino, net of cash acquired     —     —     —     (270,718 )   (270,718 )
  Capital expenditures     (8,424 )   (7,997 )   (29,080 )   (47,068 )   (84,572 )
  Acquisition of airplane                 (9,489 )   —     (9,489 )
  Other assets     (953 )   30     (1,720 )   (1,299 )   (3,972 )
  Due from related parties     (114 )   2     (1,465 )   (1,163 )   (2,742 )
  Proceeds from sale of equipment     8,007     96     775     776     9,558  
   
 
 
 
 
 
  Net Cash Used in Investing Activities     (1,484 )   (7,869 )   (40,979 )   (319,472 )   (361,935 )
   
 
 
 
 
 

(Continued)
 
 
 
 

The accompanying footnotes are an integral part of these consolidated financial statements.
 

F-6

Cash Flows From Financing Activities                                
  Equity contributions     —     —     20,800     480,713     501,513  
  Equity distributions     —     —     —     (110,482 )   (110,482 )
  Third party fee     —     —     (800 )   (10,000 )   (10,800 )
  Proceeds from issuance of long-term debt                       125,000     125,000  
  Principal payments of long-term debt     (8 )   (7 )   (32 )   (125,018 )   (125,058 )
  Loan origination fees     —     —     —     (1,465 )   (1,465 )
  Proceeds from issuance of related party loan     —     —     —     100,000     100,000  
  Principal payments of related party loan     —     —     —     (70,000 )   (70,000 )
   
 
 
 
 
 
  Net Cash Provided by (used in) Financing Activities     (8 )   (7 )   19,968     388,748     408,708  
   
 
 
 
 
 
Increase/(Decrease) in Cash and Cash Equivalents     (5,032 )   (7,695 )   (25,198 )   64,469     34,239  
Cash, Beginning of Period     39,271     64,469     64,469     —     —  
   
 
 
 
 
 
Cash, End of Period   $ 34,239   $ 56,774   $ 39,271   $ 64,469   $ 34,239  
   
 
 
 
 
 
Supplemental cash flow disclosure:                                
Interest paid, net of amounts capitalized   $ 6   $ 7   $ 28   $ 17   $ 51  
   
 
 
 
 
 

The accompanying footnotes are an integral part of these consolidated financial statements.

F-7


VALVINO LAMORE, LLC AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.
Summary of Significant Accounting Policies

a.
Organization and Basis for Presentation

F-8

Buildings and improvements   1 to 3 years
Parking garage   15 years
Airplane   7 years
Furniture, fixtures and equipment   3 to 5 years

F-9


F-10

F-11

2.
Incidental Operations

        Upon completion of the acquisition of the Desert Inn Resort and Casino on June 22, 2000, the Company announced its intention to close the property and to plan the development of a new casino/hotel project named "Le Rêve" on the existing site. In accordance with SFAS No. 67, "Accounting for Costs and Initial Rental Operations of Real Estate Projects," both the casino/hotel operation and the golf course and related operations are being accounted for as separate incidental operations. Under this method, incidental operations with a net income are excluded from the Company's consolidated operating results and the net income from each is recorded as a reduction in the carrying value of land. Incidental operations with a net loss are stated separately on the consolidated statements of operations. The amount of net income from incidental operations recorded as a reduction in the carrying value of land was approximately $3,611,000 and $1,198,000 for the year ended December 31, 2001 and the period April 21, 2000 through December 31, 2000, respectively. Incidental operations resulting in a net loss are reported in the Statement of Operations.

3.
Receivables

        Components of receivables as of December 31 were as follows:

 
   (In thousands)
  
 
   2001
   2000
  
Casino   $ 610   $ 1,707  
Hotel/Golf Course     166     465  
Other     53     —  
   
 
 
      829     2,172  
Less: allowance for doubtful accounts     (627 )   (1,295 )
   
 
 
    $ 202   $ 877  
   
 
 

        The Company maintains an allowance for doubtful accounts, which is based on management's estimate of the amount expected to be uncollectible considering historical experience and the information management obtains regarding the credit worthiness of the customer.

F-12


4.
Property and Equipment

        Property and equipment as of December 31 consisted of the following:

 
   (In thousands)
  
 
   2001
   2000
  
Land   $ 289,521   $ 286,998  
Buildings and improvements     15,879     15,623  
Parking garage     1,041     1,041  
Airplane     9,489     —  
Furniture, fixtures and equipment     3,874     4,552  
Construction in progress     27,475     8,484  
   
 
 
      347,279     316,698  
Less: accumulated depreciation     (9,815 )   (3,676 )
   
 
 
    $ 337,464   $ 313,022  
   
 
 

        Construction in progress includes interest and other costs capitalized in conjunction with the new casino/hotel project.

5.
Long-term Debt

        On June 15, 2000, the Company entered into a loan agreement with Stephen A. Wynn, for unsecured borrowings totaling $100 million with an original maturity date of June 15, 2002. The interest rate during the loan period was 7.9%, as defined in the loan agreement. Pursuant to the Amended and Restated Operating Agreement dated October 3, 2000, $70 million of this loan was repaid on October 10, 2000. The remaining $30 million principal and $2.3 million accrued interest was converted to equity as a member contribution.

        On July 10, 2000, the Company entered into a loan agreement with Deutsche Bank Securities Inc., as Lead Arranger, and Bankers Trust Company, as Administrative Agent, for a loan in the amount of $125 million with an original maturity date of July 10, 2001. These borrowings were used to make an equity distribution of approximately $110.5 million to Stephen A. Wynn. The interest during the loan period was 7.9%, as defined in the loan agreement. The loan was collateralized by certain real and personal property of the Company and by a guaranty from Stephen A. Wynn. Pursuant to the Amended and Restated Operating Agreement dated October 3, 2000, this loan was repaid on October 10, 2000.

        The balance of long-term debt at December 31, 2001 totals approximately $291,000 net of the current portion of approximately $35,000. This represents a note payable related to the acquisition of a parcel of land in 1994. Both the land and related note payable were acquired as part of the acquisition of the Desert Inn Resort and Casino. The note carries an interest rate of 8% and provides for payments of principal and interest totaling $5,000 per month until February 2009.

6.
Employee Savings Plan

        The Company established a retirement savings plan under Section 401(k) of the Internal Revenue Code covering its non-union employees on July 27, 2000. The plan allows employees to defer, within prescribed limits, up to 18% of their income on a pre-tax basis through

F-13


contributions to this plan. The Company matches the contributions, within prescribed limits, with an amount equal to 100% of the participant's initial 2% tax deferred contribution and 50% of the tax deferred contribution between 2% and 4% of the participant's compensation. The Company recorded charges for matching contributions of approximately $127,000 for the year ended December 31, 2001 and $67,000 for the period from inception through December 31, 2000.

        Union employees are covered by various multi-employer pension plans. The Company recorded expenses of approximately $425,000 and $376,000 under such plans for the year ended December 31, 2001 and the period from inception through December 31, 2000, respectively. Information from the plans' sponsors is not available to permit the Company to determine its share of unfunded vested benefits, if any.

7.
Related Parties

        At December 31 amounts due from related parties were as follows:

 
   (In thousands)
 
   2001
   2000
Desert Inn Water Company, LLC   $ —   $ 6,488
Las Vegas CharterJet, LLC     2,376     1,027
Kevyn, LLC     —     48
Other Related Parties     332     80
   
 
    $ 2,708   $ 7,643
   
 

        Amounts due from other related parties consist of amounts paid on behalf of related parties.

        As further discussed in Note 1, both Desert Inn Water Company, LLC and Kevyn, LLC were acquired by the Company during 2001.

        Las Vegas CharterJet, LLC is an unconsolidated affiliate that is wholly owned by Mr. Wynn at December 31, 2001. The Company disburses funds for payroll, property taxes, insurance and all other operating expenses on behalf of Las Vegas CharterJet, LLC. The Company also leases an airplane to Las Vegas CharterJet, LLC on a per flight hour basis. Las Vegas CharterJet, LLC in turn charges the Company for the business use of its airplane. For the year ended December 31, 2001, the Company recognized lease revenues of approximately $838,000. For the year ended December 31, 2001 and the period from inception to December 31, 2000, the Company and paid Las Vegas CharterJet, LLC approximately of $919,000 and $452,000 for the use of the aircraft.

8.
Commitments and Contingencies

a.
Leases

F-14

9.
Earnings Per Share

        Earnings per share are calculated in accordance with SFAS No. 128, "Earnings Per Share". SFAS No. 128 provides for the reporting of "basic", or undiluted earnings per share ("EPS"), and "diluted" EPS. Basic EPS is computed by dividing net income by the weighted average number of shares outstanding during the period. Diluted EPS reflects the addition of potentially dilutive securities. At December 31, 2001 and 2000 and March 31, 2002, the Company has no potentially dilutive securities and has recorded net losses and accordingly, basic EPS is equal to diluted EPS.

10.
Subsequent Events

a.
Capital Contributions and Investment in Wynn Resorts (Macau), S.A.

F-15

11.
Condensed Consolidating Financial Information of Guarantors and Issuers

        Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp., wholly owned subsidiaries of the Company, intend to jointly issue $350 million of second mortgage notes. The Company and certain of its subsidiaries anticipate providing guarantees in connection with the issuance of such notes. The following combining financial statements present information related to the issuers, guarantors and non-guarantors as of March 31, 2002 and 2001 and December 31, 2001 and 2000 and for the three months ended March 31, 2002 and 2001, the year ended December 31, 2001 and the period from inception to December 31, 2000.

        Wynn Las Vegas, LLC was formed in April 2001 and Wynn Las Vegas Capital Corp. was formed in June 2002. Accordingly, there is no financial information for Wynn Las Vegas Capital Corp. for the periods presented and no financial information for Wynn Las Vegas, LLC for the three months ended March 31, 2001 or the period from inception to December 31, 2000. Guarantors of the notes anticipated to be issued are the Company and its wholly owned subsidiaries, Wynn Design and Development, LLC, Wynn Resorts LLC, Palo, LLC, Desert Inn Water Company, LLC, World Travel, LLC and Las Vegas Jet, LLC. As indicated in Note 10, World Travel, LLC and Las Vegas Jet, LLC were acquired in May 2002. Accordingly, the All Other Guarantor financial information excludes these entities for all periods presented.

F-16



VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEETS

As of March 31, 2002

(In thousands)

(Unaudited)

 
   Valvino
Lamore, LLC
   Wynn Las
Vegas, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Assets:                                      
Current Assets                                      

Cash and Cash Equivalents
 
$
34,720
 
$
—
 
$
(481
)
$
—
 
$
—
 
$
34,239
 
Restricted Cash     23     2,288     —     —     —     2,311  
Receivables     206     —     12     —     —     218  
Due from Related Parties, Current     662     —     —     —     —     662  
Inventories     202     —     61     —     —     263  
Prepaid Expenses and Other     255     9     643     —     —     907  
   
 
 
 
 
 
 
  Total Current Assets     36,068     2,297     235     —     —     38,600  
Property and Equipment, Net     269,619     2     62,478     2,777     —     334,876  
Water Rights     —     —     6,400     —     —     6,400  
Due from Related Parties, Net of Current     87,327     (5,052 )   (76,257 )   (3,857 )   —     2,161  
Trademark     —     —     1,000     —     —     1,000  
Other Assets     157     1,840     1,015     —     (18 )   2,994  
   
 
 
 
 
 
 
  Total Assets   $ 393,171   $ (913 ) $ (5,129 ) $ (1,080 ) $ (18 ) $ 386,031  
   
 
 
 
 
 
 

Liabilities and Members' Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities                                      

Accounts Payable
 
$
211
 
$
32
 
$
1,407
 
$
6
 
$
—
 
$
1,656
 
Accrued Expenses     1,455     43     648     48     —     2,194  
Current Portion of Long-Term Debt     36     —     —     —     —     36  
   
 
 
 
 
 
 
  Total Current Liabilities     1,702     75     2,055     54     —     3,886  

Long-Term Debt
 
 
282
 
 
—
 
 
—
 
 
—
 
 
—
 
 
282
 

Members' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contributed Capital     412,572     —     18     —     (18 )   412,572  
Deficit Accumulated from Inception During the Development Stage     (21,385 )   (988 )   (7,202 )   (1,134 )   —     (30,709 )
   
 
 
 
 
 
 
      391,187     (988 )   (7,184 )   (1,134 )   (18 )   381,863  
   
 
 
 
 
 
 
  Total Liabilities and Members' Equity   $ 393,171   $ (913 ) $ (5,129 ) $ (1,080 ) $ (18 ) $ 386,031  
   
 
 
 
 
 
 

F-17


VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEETS

As of December 31, 2001

(In thousands)

 
   Valvino
Lamore, LLC
   Wynn Las
Vegas, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Assets:                                      
Current Assets                                      

Cash and Cash Equivalents
 
$
39,590
 
$
(49
)
$
(270
)
$
—
 
$
—
 
$
39,271
 
Restricted Cash     24     500           —     —     524  
Receivables     162     —     40     —     —     202  
Due from Related Parties, Current     332     —     —     —     —     332  
Inventories     223     —     61     —     —     284  
Prepaid Expenses and Other     228     —     666     —     —     894  
   
 
 
 
 
 
 
  Total Current Assets     40,559     451     497     —     —     41,507  
Property and Equipment, Net     272,071     2     54,184     11,207     —     337,464  
Water Rights     —     —     6,400     —     —     6,400  
Due from Related Parties, Net of Current     82,733     (2,302 )   (66,270 )   (11,785 )   —     2,376  
Trademark     —     —     1,000     —     —     1,000  
Other Assets     157     1,252     650     —     (18 )   2,041  
   
 
 
 
 
 
 
  Total Assets   $ 395,520   $ (597 ) $ (3,539 ) $ (578 ) $ (18 ) $ 390,788  
   
 
 
 
 
 
 

Liabilities and Members' Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities                                      

Accounts Payable
 
$
256
 
$
57
 
$
1,754
 
$
4
 
$
—
 
$
2,071
 
Accrued Expenses     1,382     28     431     32     —     1,873  
Current Portion of Long-Term Debt     35     —     —     —     —     35  
   
 
 
 
 
 
 
  Total Current Liabilities     1,673     85     2,185     36     —     3,979  

Long-Term Debt
 
 
291
 
 
—
 
 
—
 
 
—
 
 
—
 
 
291
 

Members' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contributed Capital     412,572     —     18     —     (18 )   412,572  
Deficit Accumulated from Inception During the Development Stage     (19,016 )   (682 )   (5,742 )   (614 )   —     (26,054 )
   
 
 
 
 
 
 
      393,556     (682 )   (5,724 )   (614 )   (18 )   386,518  
   
 
 
 
 
 
 
  Total Liabilities and Members' Equity   $ 395,520   $ (597 ) $ (3,539 ) $ (578 ) $ (18 ) $ 390,788  
   
 
 
 
 
 
 

F-18


VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEETS

AS OF DECEMBER 31, 2000

(In Thousands)

 
   Valvino
Lamore, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Assets:                                
Current Assets                                
  Cash and Cash Equivalents   $ 64,474   $ (25 ) $ 20   $ —   $ 64,469  
  Receivables     867     10     —     —     877  
    Due from Related Parties, Current     80     —     —     —     80  
  Inventories     322     —     —     —     322  
  Prepaid Expenses and Other     813     —     —     —     813  
   
 
 
 
 
 
      Total Current Assets     66,556     (15 )   20     —     66,561  
 
Property and Equipment, Net
 
 
282,731
 
 
27,516
 
 
2,775
 
 
—
 
 
313,022
 
  Due from Related Parties, Net of Current     38,320     (27,912 )   (2,845 )   —     7,563  
  Other Assets     1,321     —     —     —     1,321  
   
 
 
 
 
 
     
Total Assets
 
$
388,928
 
$
(411
)
$
(50
)
$
—
 
$
388,467
 
   
 
 
 
 
 

Liabilities and Members' Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities                                
 
Accounts Payable
 
$
503
 
$
67
 
$
5
 
$
—
 
$
575
 
  Accrued Expenses     4,057     58     2     —     4,117  
  Current Portion of Long-Term Debt     32     —     —     —     32  
   
 
 
 
 
 
      Total Current Liabilities     4,592     125     7     —     4,724  
 
Long-Term Debt
 
 
326
 
 
—
 
 
—
 
 
—
 
 
326
 
 
Members' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    Contributed Capital     392,572     —     —     —     392,572  
    Deficit Accumulated from Inception During the Development Stage     (8,562 )   (536 )   (57 )   —     (9,155 )
   
 
 
 
 
 
      384,010     (536 )   (57 )   —     383,417  
   
 
 
 
 
 
     
Total Liabilities and Members' Equity
 
$
388,928
 
$
(411
)
$
(50
)
$
—
 
$
388,467
 
   
 
 
 
 
 

F-19


VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002

(In Thousands)

(Unaudited)

 
   Valvino
Lamore, LLC
   Wynn Las
Vegas, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Revenues                                      
  Airplane Lease   $ —   $ —   $ —   $ 69   $ —   $ 69  
  Art Gallery     —     —     65     —     —     65  
  Retail     —     —     48     —     —     48  
  Water     —     —     17     —     (15 )   2  
   
 
 
 
 
 
 
    Total Revenue     —           130     69     (15 )   184  

Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Pre-Opening Costs     794     305     1,397     23     15     2,534  
  Depreciation and Amortization     1,631     1     45     445     —     2,122  
  Loss / (Gain) on Sale of Fixed Assets     (7 )   —     —     69     —     62  
  Selling, General & Administrative     —     —     116     52     (30 )   138  
  Cost of Water     —     —     2     —     —     2  
  Cost of Retail Sales     —     —     30     —     —     30  
  Loss / (Gain) from Incidental Operations     107     —     —     —     —     107  
   
 
 
 
 
 
 
    Total Expenses     2,525     306     1,590     589     (15 )   4,995  
   
 
 
 
 
 
 

Operating Loss
 
 
(2,525
)
 
(306
)
 
(1,460
)
 
(520
)
 
—
 
 
(4,811
)

Other Income / (Expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Interest Expense, Net of Amounts Capitalized     (6 )   —     —     —     —     (6 )
  Interest Income     162     —     —     —     —     162  
   
 
 
 
 
 
 
   
Other Income, Net
 
 
156
 
 
—
 
 
—
 
 
—
 
 
—
 
 
156
 
   
 
 
 
 
 
 
   
Net Loss Accumulated During the Development Stage
 
$
(2,369
)
$
(306
)
$
(1,460
)
$
(520
)
$
—
 
$
(4,655
)
   
 
 
 
 
 
 

F-20


VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended March 31, 2001

(In Thousands)

(Unaudited)

 
   Valvino
Lamore, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Revenues   $ —   $ —   $ —   $ —   $ —  

Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Pre-Opening Costs     2,079     (8 )   21     —     2,092  
  Depreciation and Amortization     1,805     18     —     —     1,823  
  Loss / (Gain) on Sale of Fixed Assets     49     —     —     —     49  
  Selling, General & Administrative     —     —     77     —     77  
  Facility Closure     328     —     —     —     328  
   
 
 
 
 
 
    Total Expenses     4,261     10     98     —     4,369  
   
 
 
 
 
 

Operating Loss
 
 
(4,261
)
 
(10
)
 
(98
)
 
—
 
 
(4,369
)

Other Income / (Expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Interest Expense, Net of Amounts Capitalized     (7 )   —     —     —     (7 )
  Interest Income     889     —     —     —     889  
   
 
 
 
 
 
    Other Income, Net     882     —     —     —     882  
   
 
 
 
 
 
   
Net Loss Accumulated During the Development Stage
 
$
(3,379
)
$
(10
)
$
(98
)
$
—
 
$
(3,487
)
   
 
 
 
 
 

F-21


VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS

Year Ended December 31, 2001

(In Thousands)

 
   Valvino
Lamore, LLC
   Wynn Las
Vegas, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Revenues                                      
  Airplane Lease   $ —   $ —   $ —   $ 838   $ —   $ 838  
  Art Gallery     —     —     35     —     —     35  
  Retail     —     —     27     —     —     27  
  Water     —     —     77     —     (59 )   18  
   
 
 
 
 
 
 
    Total Revenue     —     —     139     838     (59 )   918  

Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Pre-Opening Costs     5,241     682     5,025     71     (39 )   10,980  
  Depreciation and Amortization     6,780     —     119     1,080     —     7,979  
  Loss / (Gain) on Sale of Fixed Assets     394     —     —     —     —     394  
  Selling, General & Administrative     —     —     152     244     (20 )   376  
  Facility Closure     373     —     —     —     —     373  
  Cost of Water     —     —     40     —     —     40  
  Cost of Retail Sales     —     —     9     —     —     9  
   
 
 
 
 
 
 
    Total Expenses     12,788     682     5,345     1,395     (59 )   20,151  
   
 
 
 
 
 
 

Operating Loss
 
 
(12,788
)
 
(682
)
 
(5,206
)
 
(557
)
 
—
 
 
(19,233
)

Other Income / (Expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Interest Expense, Net of Amounts Capitalized     (28 )   —     —     —     —     (28 )
  Interest Income     2,362     —     —     —     —     2,362  
   
 
 
 
 
 
 
    Other Income, Net     2,334     —     —     —     —     2,334  
   
 
 
 
 
 
 
   
Net Loss Accumulated During the Development Stage
 
$
(10,454
)
$
(682
)
$
(5,206
)
$
(557
)
$
—
 
$
(16,899
)
   
 
 
 
 
 
 

F-22


VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS

From Inception to December 31, 2000

(In thousands)

 
   Valvino
Lamore, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Revenues   $ —   $ —   $ —   $ —   $ —  
Expenses                                
  Pre-Opening Costs     3,970     494     58     —     4,522  
  Depreciation and Amortization     3,640     41     —     —     3,681  
  Facility Closure     1,206     —     —     —     1,206  
  Cost of Retail Sales     —     —     —     —     —  
  Loss / (Gain) from Incidental Operations     1,163     —     —     —     1,163  
   
 
 
 
 
 
    Total Expenses     9,979     535     58     —     10,572  
   
 
 
 
 
 

Operating Loss
 
 
(9,979
)
 
(535
)
 
(58
)
 
—
 
 
(10,572
)

Other Income / (Expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Interest Expense, Net of Amounts Capitalized     (17 )   —     —     —     (17 )
  Interest Income     1,434     —     —     —     1,434  
   
 
 
 
 
 
    Other Income, Net     1,417     —     —     —     1,417  
   
 
 
 
 
 
    Net Loss Accumulated During the Development Stage   $ (8,562 ) $ (535 ) $ (58 ) $ —   $ (9,155 )
   
 
 
 
 
 

F-23


VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF OPERATIONS

From Inception to March 31, 2002

(In thousands)

(Unaudited)

 
   Valvino
Lamore, LLC
   Wynn Las
Vegas, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Revenues                                      
  Airplane Lease   $ —   $ —   $ —   $ 907   $ —   $ 907  
  Art Gallery     —     —     100     —     —     100  
  Retail     —     —     75     —     —     75  
  Water     —     —     94     —     (74 )   20  
   
 
 
 
 
 
 
    Total Revenue     —     —     269     907     (74 )   1,102  

Expenses
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Pre-Opening Costs     10,005     987     6,916     152     (24 )   18,036  
  Depreciation and Amortization     12,051     1     205     1,525     —     13,782  
  Loss / (Gain) on Sale of Fixed Assets     387     —     —     69     —     456  
  Selling, General & Administrative     —     —     268     296     (50 )   514  
  Facility Closure     1,579     —     —     —     —     1,579  
  Cost of Water     —     —     42     —     —     42  
  Cost of Retail Sales     —     —     39     —     —     39  
  Loss / (Gain) from Incidental Operations     1,270     —     —     —     —     1,270  
   
 
 
 
 
 
 
    Total Expenses     25,292     988     7,470     2,042     (74 )   35,718  
   
 
 
 
 
 
 

Operating Loss
 
 
(25,292
)
 
(988
)
 
(7,201
)
 
(1,135
)
 
—
 
 
(34,616
)

Other Income / (Expense)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Interest Expense, Net of Amounts Capitalized     (51 )   —     —     —     —     (51 )
  Interest Income     3,958     —     —     —     —     3,958  
   
 
 
 
 
 
 
    Other Income, Net     3,907     —     —     —     —     3,907  
   
 
 
 
 
 
 
    Net Loss Accumulated During the Development Stage   $ (21,385 ) $ (988 ) $ (7,201 ) $ (1,135 ) $ —   $ (30,709 )
   
 
 
 
 
 
 

F-24


VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2002

(In thousands)

(Unaudited)

 
   Valvino
Lamore, LLC
   Wynn Las
Vegas, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Cash Flows From Operating Activities                                      
Net Loss Accumulated During the Development Stage   $ (2,369 ) $ (306 ) $ (1,460 ) $ (520 ) $ —   $ (4,655 )
Adjustments to Reconcile Net Loss Accumulated During the Development Stage to Net Cash Provided by/(Used in) Operating Activities:                                      
  Depreciation and Amortization     1,631     1     45     445     —     2,122  
  Amortization of Loan Origination Fees     —     —     —     —     —     —  
  Gain/(Loss) on Sale of Fixed Assets     (7 )   —     —     69     —     62  
  Incidental Operations     820     —     —     —     —     820  
Increase (Decrease) in Cash from Changes in:                                      
  Restricted Cash     1     (1,788 )   —     —     —     (1,787 )
  Receivables, Net     (44 )   —     28     —     —     (16 )
  Inventories     21     —     —     —     —     21  
  Prepaid Expenses and Other     (27 )   (9 )   23     —     —     (13 )
  Accounts Payable and Accrued Expenses     28     (10 )   (130 )   18     —     (94 )
   
 
 
 
 
 
 
Net Cash Provided by / (Used in) Operating Activities     54     (2,112 )   (1,494 )   12     —     (3,540 )
   
 
 
 
 
 
 
Cash Flows From Investing Activities                                      
  Capital Expenditures     —     —     (8,340 )   (84 )   —     (8,424 )
  Other Assets     —     (588 )   (365 )   —     —     (953 )
  Due from Related Parties     (4,923 )   2,749     9,988     (7,928 )   —     (114 )
  Proceeds from Sale of Equipment     7     —     —     8,000     —     8,007  
   
 
 
 
 
 
 
  Net Cash Provided by / (Used in) Investing Activities     (4,916 )   2,161     1,283     (12 )   —     (1,484 )
   
 
 
 
 
 
 
Cash Flows From Financing Activities                                      
  Principal Payments of Long-Term Debt     (8 )   —     —     —     —     (8 )
   
 
 
 
 
 
 
  Net Cash Used in Financing Activities     (8 )   —     —     —     —     (8 )
   
 
 
 
 
 
 
Increase/(Decrease) in Cash and Cash Equivalents     (4,870 )   49     (211 )   —     —     (5,032 )
Cash, Beginning of Period     39,590     (49 )   (270 )   —     —     39,271  
   
 
 
 
 
 
 
Cash, End of Period   $ 34,720   $ —   $ (481 ) $ —   $ —   $ 34,239  
   
 
 
 
 
 
 
Supplemental Cash Flow Disclosure:                                      
Interest Paid, Net of Amounts Capitalized   $ 6   $ —   $ —   $ —   $ —   $ 6  

F-25


VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2001

(In thousands)

(Unaudited)

 
   Valvino
Lamore, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Cash Flows From Operating Activities                                
Net Loss Accumulated During the Development Stage   $ (3,379 ) $ (10 ) $ (98 ) $ —   $ (3,487 )
Adjustments to Reconcile Net Loss Accumulated During the Development Stage to Net Cash Provided by / (Used in) Operating Activities:                                
  Depreciation and Amortization     1,805     18     —     —     1,823  
  Loss on Sale of Fixed Assets     49     —     —     —     49  
  Incidental Operations     1,904     —     —     —     1,904  
Increase (Decrease) in Cash from Changes in:                                
  Receivables, Net     521     10     —     —     531  
  Inventories     85     —     —     —     85  
  Prepaid Expenses and Other     20     —     —     —     20  
  Accounts Payable and Accrued Expenses     (1,041 )   286     11     —     (744 )
   
 
 
 
 
 
Net Cash Provided by / (Used in) Operating Activities     (36 )   304     (87 )   —     181  
   
 
 
 
 
 
Cash Flows From Investing Activities                                
  Capital Expenditures     (5,775 )   (2,219 )   (3 )         (7,997 )
  Other Assets     30     —     —     —     30  
  Due from Related Parties     (1,820 )   1,753     69     —     2  
  Proceeds from Sale of Equipment     96     —     —     —     96  
   
 
 
 
 
 
  Net Cash Provided by / (Used in) Investing Activities     (7,469 )   (466 )   66     —     (7,869 )
   
 
 
 
 
 
Cash Flows From Financing Activities                                
  Principal Payments of Long-Term Debt     (7 )   —     —     —     (7 )
   
 
 
 
 
 
  Net Cash Used in Financing Activities     (7 )   —     —     —     (7 )
   
 
 
 
 
 
Decrease in Cash and Cash Equivalents     (7,512 )   (162 )   (21 )   —     (7,695 )
Cash, Beginning of Period     64,474     (25 )   20     —     64,469  
   
 
 
 
 
 
Cash, End of Period   $ 56,962   $ (187 ) $ (1 ) $ —   $ 56,774  
   
 
 
 
 
 
Supplemental Cash Flow Disclosure:                                
Interest Paid, Net of Amounts Capitalized   $ 7   $ —   $ —   $ —   $ 7  

F-26


VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF CASH FLOWS

Year Ended December 31, 2001

(In thousands)

 
   Valvino
Lamore, LLC
   Wynn Las
Vegas, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Cash Flows From Operating Activities                                      
Net Loss Accumulated During the Development Stage   $ (10,454 ) $ (682 ) $ (5,206 ) $ (557 ) $ —   $ (16,899 )
Adjustments to Reconcile Net Loss Accumulated During the Development Stage to Net Cash Provided by / (Used in) Operating Activities:                                      
  Depreciation and Amortization     6,780     —     119     1,080     —     7,979  
  Loss on Sale of Fixed Assets     394     —     —     —     —     394  
  Incidental Operations     3,611     —     —     —     —     3,611  
Increase (Decrease) in Cash from Changes in:                                      
  Restricted Cash     (24 )   (500 )   —     —     —     (524 )
  Receivables, Net     705     —     (30 )   —     —     675  
  Inventories     99     —     (61 )   —     —     38  
  Prepaid Expenses and Other     585     —     (666 )   —     —     (81 )
  Accounts Payable and Accrued Expenses     (1,554 )   85     2,060     29     —     620  
   
 
 
 
 
 
 
  Net Cash Provided by / (Used in) Operating Activities     142     (1,097 )   (3,784 )   552     —     (4,187 )
   
 
 
 
 
 
 
Cash Flows From Investing Activities                                      
Capital Expenditures     (9,667 )   (3 )   (19,387 )   (23 )   —     (29,080 )
Acquisition of Airplane     —     —     —     (9,489 )   —     (9,489 )
Other Assets     1,164     (1,252 )   (1,650 )   —     18     (1,720 )
Due from Related Parties     (37,266 )   2,303     24,576     8,940     (18 )   (1,465 )
Proceeds from Sale of Equipment     775     —     —     —     —     775  
   
 
 
 
 
 
 
Net Cash Provided by / (Used in) Investing Activities     (44,994 )   1,048     3,539     (572 )   —     (40,979 )
   
 
 
 
 
 
 
Cash Flows From Financing Activities                                      
Equity Contributions     20,800     —     —     —     —     20,800  
Third Party Fee     (800 )   —     —     —     —     (800 )
Principal Payments of Long-Term Debt     (32 )   —     —     —     —     (32 )
   
 
 
 
 
 
 
    Net Cash Provided by Financing Activities     19,968     —     —     —     —     19,968  
   
 
 
 
 
 
 
Decrease in Cash and Cash Equivalents     (24,884 )   (49 )   (245 )   (20 )   —     (25,198 )
Cash, Beginning of Period     64,474     —     (25 )   20     —     64,469  
   
 
 
 
 
 
 
Cash, End of Period   $ 39,590   $ (49 ) $ (270 ) $ —   $ —   $ 39,271  
   
 
 
 
 
 
 
Supplemental Cash Flow Disclosure:                                      
    Interest Paid, Net of Amounts Capitalized   $ 28   $ —   $ —   $ —   $ —   $ 28  

F-27


VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF CASH FLOWS

Inception to December 31, 2000

(In thousands)

 
   Valvino
Lamore, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Cash Flows From Operating Activities                                
Net Loss Accumulated During the Development Stage   $ (8,562 ) $ (535 ) $ (58 ) $ —   $ (9,155 )
Adjustments to Reconcile Net Loss Accumulated During the Development Stage to Net Cash Provided by / (Used in) Operating Activities:                                
  Depreciation and Amortization     3,640     41     —     —     3,681  
  Amortization of Loan Origination Fees     1,465     —     —     —     1,465  
  Incidental Operations     1,198     —     —     —     1,198  
Increase (Decrease) in Cash from Changes in:                                
  Receivables, Net     7,052     (10 )   —     —     7,042  
  Inventories     690     —     —     —     690  
  Prepaid Expenses and Other     (664 )   —     —     —     (664 )
  Accounts Payable and Accrued Expenses     (9,196 )   125     7     —     (9,064 )
   
 
 
 
 
 
  Net Cash Provided by / (Used in) Operating Activities     (4,377 )   (379 )   (51 )   —     (4,807 )
   
 
 
 
 
 
Cash Flows From Investing Activities                                
Acquisition of Desert Inn Resort and Casino, Net of Cash Acquired     (270,718 )   —     —     —     (270,718 )
Capital Expenditures     (45,792 )   (1,276 )   —           (47,068 )
Other Assets     (1,299 )   —     —     —     (1,299 )
Due from Related Parties     (2,864 )   1,630     71     —     (1,163 )
Proceeds from Sale of Equipment     776     —     —     —     776  
   
 
 
 
 
 
Net Cash Provided by / (Used in) Investing Activities     (319,897 )   354     71     —     (319,472 )
   
 
 
 
 
 
Cash Flows From Financing Activities                                
Equity Contributions     480,713     —     —     —     480,713  
Equity Distributions     (110,482 )                     (110,482 )
Third Party Fee     (10,000 )   —     —     —     (10,000 )
Proceeds from Issuance of Long-Term Debt     125,000                       125,000  
Principal Payments of Long-Term Debt     (125,018 )   —     —     —     (125,018 )
Loan Origination Fees     (1,465 )   —     —     —     (1,465 )
    Proceeds from Issuance of Related Party Loan     100,000                       100,000  
    Principal Payments of Related Party Loan     (70,000 )                     (70,000 )
   
 
 
 
 
 
    Net Cash Provided by Financing Activities     388,748     —     —     —     388,748  
   
 
 
 
 
 
Increase/(Decrease) in Cash and Cash Equivalents     64,474     (25 )   20     —     64,469  
Cash, Beginning of Period     —     —     —     —     —  
   
 
 
 
 
 
Cash, End of Period   $ 64,474   $ (25 ) $ 20   $ —   $ 64,469  
   
 
 
 
 
 
Supplemental Cash Flow Disclosure:                                
    Interest Paid, Net of Amounts Capitalized   $ 17   $ —   $ —   $ —   $ 17  

F-28


VALVINO LAMORE, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF CASH FLOWS

From Inception to March 31, 2002

(In Thousands)

(Unaudited)

 
   Valvino
Lamore, LLC
   Wynn Las
Vegas, LLC
   All Other
Guarantors
   All Other
Subsidiaries
   Eliminating
Entries
   Total
  
Cash Flows From Operating Activities                                      
Net Loss Accumulated During the Development Stage   $ (21,385 ) $ (988 ) $ (7,201 ) $ (1,135 ) $ —   $ (30,709 )
Adjustments to Reconcile Net Loss Accumulated During the Development Stage to Net Cash Provided by/(Used in) Operating Activities:                                      
  Depreciation and Amortization     12,051     1     205     1,525     —     13,782  
  Amortization of Loan Origination Fees     1,465     —     —     —     —     1,465  
  Loss on Sale of Fixed Assets     387     —     —     69     —     456  
               
                   
  Incidental Operations     5,629     —     —     —     —     5,629  
Increase (Decrease) in Cash from
Changes in:		                                      
  Restricted Cash     (23 )   (2,288 )         —     —     (2,311 )
  Receivables, Net     7,713     —     (12 )   —     —     7,701  
  Inventories     810     —     (61 )   —     —     749  
  Prepaid Expenses and Other     (106 )   (9 )   (643 )   —     —     (758 )
  Accounts Payable and Accrued Expenses     (10,722 )   75     2,055     54     —     (8,538 )
   
 
 
 
 
 
 
  Net Cash Provided by / (Used in) Operating Activities     (4,181 )   (3,209 )   (5,657 )   513     —     (12,534 )
   
 
 
 
 
 
 

Cash Flows From Investing Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisition of Desert Inn Resort and Casino, Net of Cash Acquired     (270,718 )   —     —     —     —     (270,718 )
Capital Expenditures     (55,459 )   (3 )   (29,003 )   (107 )   —     (84,572 )
Acquisition of Airplane     —     —     —     (9,489 )   —     (9,489 )
Other Assets     (135 )   (1,840 )   (2,015 )   —     18     (3,972 )
Due from Related Parties     (45,053 )   5,052     36,194     1,083     (18 )   (2,742 )
Proceeds from Sale of Equipment     1,558     —     —     8,000     —     9,558  
   
 
 
 
 
 
 
Net Cash Provided by/(Used in) Investing Activities     (369,807 )   3,209     5,176     (513 )   —     (361,935 )
   
 
 
 
 
 
 

Cash Flows From Financing Activities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Contributions     501,513     —     —     —     —     501,513  
Equity Distributions     (110,482 )   —     —     —     —     (110,482 )
Third Party Fee     (10,800 )   —     —     —     —     (10,800 )
Proceeds from Issuance of Long-Term Debt     125,000     —     —     —     —     125,000  
Principal Payments of Long-Term Debt     (125,058 )   —     —     —     —     (125,058 )
Loan Origination Fees     (1,465 )   —     —     —     —     (1,465 )
  Proceeds from Issuance of Related Party Loan     100,000     —     —     —     —     100,000  
  Principal Payments of Related Party Loan     (70,000 )   —     —     —     —     (70,000 )
   
 
 
 
 
 
 
  Net Cash Provided by Financing Activities     408,708     —     —     —     —     408,708  
   
 
 
 
 
 
 
Increase/(Decrease) in Cash and Cash Equivalents     34,720     —     (481 )         —     34,239  
Cash, Beginning of Period     —     —     —     —     —     —  
   
 
 
 
 
 
 
Cash, End of Period   $ 34,720     —   $ (481 ) $ —   $ —   $ 34,239  
   
 
 
 
 
 
 
Supplemental Cash Flow Disclosure:                                      
  Interest Paid, Net of Amounts Capitalized   $ 51   $ —   $ —   $ —   $ —   $ 51  

F-29

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

TABLE OF CONTENTS

 
   Page
Prospectus Summary   1
Risk Factors   8
Forward-Looking Statements   34
Use of Proceeds   36
Dividend Policy   40
Capitalization   41
Dilution   43
Principal Stockholders and History of Wynn Resorts, Limited   44
Selected Consolidated Financial and Other Data   48
Management's Discussion and Analysis of Financial Condition and Results of Operations   49
Business   56
Regulation and Licensing   91
Management   100
Certain Relationships and Related Party Transactions   108
Ownership of Capital Stock   111
Description of Capital Stock   112
Description of Certain Indebtedness   116
Shares Eligible for Future Sale   128
U.S. Federal Tax Considerations for
Non-U.S. Holders		   130
Underwriting   133
Legal Matters   136
Experts   136
Independent Accountants   136
Where You Can Find More Information   136
Index to Consolidated Financial Statements of Valvino Lamore, LLC   F-1

Until                          , 2002 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

Wynn Resorts, Limited

                    Shares

Common Stock

Joint Book-Running Managers

Deutsche Bank Securities
Bear, Stearns & Co. Inc.
Banc of America Securities LLC

Dresdner Kleinwort Wasserstein

Prospectus

                          , 2002


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

        The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by the Registrant in connection with the sale and distribution of the common stock being registered. All amounts shown are estimates except for the Securities and Exchange Commission registration fee, the National Securities Dealers, Inc. filing fee and The Nasdaq National Market quotation fee.

 
   Amount
Registration fee—Securities and Exchange Commission   $ 37,559
Filing fee—National Association of Securities Dealers, Inc.     30,500
Quotation fee—The Nasdaq National Market     100,000
Printing and engraving expenses     *
Legal fees and expenses     *
Accounting fees and expenses     *
Blue sky fees and expenses     *
Transfer agent and registrar fees and expenses     *
Miscellaneous     *
  Total   $ *
   
*
To be filed by amendment.

Item 14.    Indemnification of Directors and Officers

        The Nevada Revised Statutes provide that a corporation may indemnify its officers and directors against expenses actually and reasonably incurred in the event an officer or director is made a party or threatened to be made a party to an action (other than an action brought by or on behalf of the corporation as discussed below) by reason of his or her official position with the corporation provided the director or officer (1) is not liable for the breach of any fiduciary duties as a director or officer involving intentional misconduct, fraud or a knowing violation of the law or (2) acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and, with respect to any criminal actions, had no reasonable cause to believe his or her conduct was unlawful. A corporation may indemnify its officers and directors against expenses, including amounts paid in settlement, actually and reasonably incurred in the event an officer or director is made a party or threatened to be made a party to an action by or on behalf of the corporation by reason of his or her official position with the corporation provided the director or officer (1) is not liable for the breach of any fiduciary duties as a director or officer involving intentional misconduct, fraud or a knowing violation of the laws or (2) acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation. The Nevada Revised Statutes further provides that a corporation generally may not indemnify an officer or director if it is determined by a court that such officer or director is liable to the corporation or responsible for any amounts paid to the corporation as a settlement, unless a court also determines that the officer or director is entitled to indemnification in light of all of the relevant facts and circumstances. The Nevada Revised Statutes require a corporation to indemnify an officer or director to the extent he or she is successful on the merits or otherwise successfully defends the action.

II-1


        Wynn Resorts' bylaws, will provide that it will indemnify its directors and officers to the maximum extent permitted by Nevada law, including in circumstances in which indemnification is otherwise discretionary under Nevada law. In addition, Wynn Resorts intends to enter into separate indemnification agreements, attached as Exhibit    hereto, with its directors and officers which would require Wynn Resorts, among other things, to indemnify them against certain liabilities which may arise by reason of their status or service other than liabilities arising from willful misconduct of a culpable nature. Wynn Resorts also intends to maintain director and officer liability insurance, if available on reasonable terms. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of Wynn Resorts' officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, which we refer to as the Securities Act. We have been advised that, in the opinion of the Securities and Exchange Commission, indemnification of directors or officers for liabilities arising under the Securities Act of 1933, as amended, is against public policy and, therefore, such indemnification provisions may be unenforceable.

        The Underwriting Agreement, attached as Exhibit 1.1 hereto, provides for indemnification by the Underwriters of Wynn Resorts and its officers and directors for certain liabilities, including matters arising under the Securities Act.

Item 15.    Recent Sales of Unregistered Securities

        The following is a summary of the transactions by the Registrant during the past three years involving sales of the Registrant's securities that were not registered under the Securities Act:

II-2

        None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the Registrant believes that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof and, or Regulation D promulgated thereunder or Rule 701 pursuant to compensatory benefit plans and contracts relating to compensation as provided under Rule 701.

Item 16.    Exhibits and Financial Statement Schedules

(a)  Exhibits

Exhibit No.
   Description
*1.1   Form of Underwriting Agreement.

3.1
 
Articles of Incorporation of the Registrant.

*3.2
 
Amended and Restated Articles of Registrant (to be adopted prior to the completion of this offering).

3.3
 
Bylaws of the Registrant.

*3.4
 
Amended and Restated Bylaws of the Registrant (to be adopted prior to the completion of this offering).

*4.1
 
Specimen certificate for shares of Common Stock, $0.01 par value per share, of the Registrant.

*5.1
 
Opinion of Schreck Brignone Godfrey

10.1
 
Asset and Land Purchase Agreement, dated as of April 28, 2000, by and among Starwood Hotels & Resorts Worldwide, Inc., Sheraton Gaming Corporation, Sheraton Desert Inn Corporation, Valvino Lamore, LLC and Stephen A. Wynn.

10.2
 
First Amendment to Asset and Land Purchase Agreement, dated as of May 26, 2000, by and among Starwood Hotels & Resorts Worldwide, Inc., Sheraton Gaming Corporation, Sheraton Desert Inn Corporation, Valvino Lamore, LLC and Stephen A. Wynn.

10.3
 
Second Amendment to Asset and Land Purchase Agreement, dated as of June 16, 2000, by and among Starwood Hotels & Resorts Worldwide, Inc., Sheraton Gaming Corporation, Sheraton Desert Inn Corporation, Valvino Lamore, LLC, Stephen A. Wynn, Rambas Marketing Co., LLC, and Desert Inn Water Company, LLC.

10.4
 
Third Amendment to Asset and Land Purchase Agreement, dated as of June 22, 2000, by and among Starwood Hotels & Resorts Worldwide, Inc., Sheraton Gaming Corporation, Sheraton Desert Inn Corporation, Valvino Lamore, LLC, Stephen A. Wynn, Rambas Marketing Co., LLC, and Desert Inn Water Company, LLC.

10.5
 
Fourth Amendment to Asset and Land Purchase Agreement, dated as of October 27, 2000, by and among Starwood Hotels & Resorts Worldwide, Inc., Sheraton Gaming Corporation, Sheraton SGC Sub Corporation, Valvino Lamore, LLC, Stephen A. Wynn, Rambas Marketing Co., LLC, and Desert Inn Water Company, LLC.

 
 
 

II-3


10.6
 
Fifth Amendment to Asset and Land Purchase Agreement, dated as of November 3, 2000, by and among Starwood Hotels & Resorts Worldwide, Inc., Sheraton Gaming Corporation, Sheraton SGC Sub Corporation, Valvino Lamore, LLC, Stephen A. Wynn, Rambas Marketing Co., LLC, and Desert Inn Water Company, LLC.

*10.7
 
Agreement, dated January 25, 2001, by and between Wynn Resorts Holdings, LLC and Calitri Services and Licensing Limited Liability Company.

10.8
 
Lease Agreement, dated November 1, 2001, by and between Valvino Lamore, LLC and Wynn Resorts Holdings, LLC.

10.9
 
Art Rental and Licensing Agreement, dated November 1, 2001, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC.

10.10
 
Stockholders Agreement, dated as of April 11, 2002, by and among Stephen A. Wynn, Baron Asset Fund and Aruze USA, Inc.

10.11
 
Agreement for Guaranteed Maximum Price Construction Services between Wynn Las Vegas, LLC and Marnell Corrao Associates, Inc. for Le Rêve.

10.12
 
Continuing Guaranty, dated June 4, 2002, by Austi, Inc. in favor of Wynn Las Vegas, LLC.

10.13
 
Design/Build Agreement, dated June 6, 2002, by and between Wynn Las Vegas, LLC and Bomel Construction Company, Inc.

*10.14
 
2002 Stock Incentive Plan

*10.15
 
Form of Director and Officer Indemnification Agreement

*10.16
 
Employment Agreement, dated April 1, 2002, by and between Wynn Resorts Holdings, LLC and Ronald J. Kramer.

*10.17
 
Contribution Agreement, dated as of June 11, 2002 by and among Stephen A. Wynn, Aruze USA, Inc., Baron Asset Fund, the Kenneth R. Wynn Family Trust dated February 1985 and Wynn Resorts, Limited.

*10.18
 
Amended and Restated Business Loan Agreement, dated as of May 30, 2002, between Bank of America, N.A. and World Travel, LLC.

*10.19
 
Continuing Guaranty, dated May 30, 2002, by Valvino Lamore, LLC in favor of Bank of America, N.A.

*10.20
 
Agreement, dated as of June 2002, by and between Stephen A. Wynn and Wynn Resorts, Limited.

*10.21
 
Purchase Agreement, dated May 30, 2002, between Stephen A. Wynn and Valvino Lamore, LLC.

*21.1
 
Subsidiaries of the Registrant.

*23.1
 
Consent of Schreck Brignone Godfrey (included in Exhibit 5.1).

23.2
 
Consent of Deloitte & Touche LLP.

23.3
 
Consents of Persons Named to Become Directors.

24.1
 
Power of Attorney (included on the signature page of this Registration Statement).
*
To be filed by amendment.

II-4

(b)  Financial Statement Schedules:

 
   Page
Schedule II—Valuation and Qualifying Accounts   S-1

        Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17.    Undertakings

        The undersigned Registrant hereby undertakes to provide to the Underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

        Insofar as indemnification by the Registrant for liabilities arising under the Securities Act, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referenced in Item 14 of this Registration Statement or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act, and will be governed by the final adjudication of such issue.

        The undersigned Registrant hereby undertakes that:

II-5


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 14th day of June, 2002.

    WYNN RESORTS, LIMITED



 
 
 
 
    By: /s/  STEPHEN A. WYNN      
      Name: Stephen A. Wynn
      Title: Chairman of the Board of Directors & Chief Executive Officer (Principal Executive Officer)


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen A. Wynn and John Strzemp and each of them acting individually, as true and lawful attorneys-in-fact and agents each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this Registration Statement (including post-effective amendments, or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) and otherwise), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.

Signature
   Title
   Date




 
 
 
 
/s/  STEPHEN A. WYNN      
Stephen A. Wynn		   Chairman of the Board of Directors and Chief Executive Officer   June 14, 2002

/s/  JOHN STRZEMP      
John Strzemp
 
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
 
June 14, 2002

II-6


INDEPENDENT AUDITORS' REPORT

To the Members of Valvino Lamore, LLC and Subsidiaries:

        We have audited the consolidated financial statements of Valvino Lamore and subsidiaries (a development stage company) (the "Company") as of December 31, 2001 and 2000, and the related consolidated statements of operations, members' equity, and cash flows for the year ended December 31, 2001 and for the period from inception (April 21, 2000) to December 31, 2000, and have issued our report thereon dated June 6, 2002; such consolidated financial statements and report are included in the Registration Statement of Wynn Resorts, Inc. on Form S-1. Our audits also included the financial statement schedule of the Company, listed in Item 16. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP

Las Vegas, Nevada
June 6, 2002

S-1



Valvino Lamore, LLC and Subsidiaries
(A Development Stage Company)

Schedule II

Valuation and Qualifying Accounts

(In Thousands)

Description
   Balance at Beginning of Period
   Balance at
End of
Period
Allowance for Doubtful Accounts Receivable            
Year ended December 31, 2001   $ 1,295   $ 627
Period ended December 31, 2000   $ 0   $ 1,295

S-2


EXHIBIT INDEX

Exhibit
No.
   Description
*1.1   Form of Underwriting Agreement.
3.1   Articles of Incorporation of the Registrant.
*3.2   Amended and Restated Articles of Registrant (to be adopted prior to the completion of this offering).
3.3   Bylaws of the Registrant.
*3.4   Amended and Restated Bylaws of the Registrant (to be adopted prior to the completion of this offering).
*4.1   Specimen certificate for shares of Common Stock, $0.01 par value per share, of the Registrant.
*5.1   Opinion of Schreck Brignone Godfrey
10.1   Asset and Land Purchase Agreement, dated as of April 28, 2000, by and among Starwood Hotels & Resorts Worldwide, Inc., Sheraton Gaming Corporation, Sheraton Desert Inn Corporation, Valvino Lamore, LLC and Stephen A. Wynn.
10.2   First Amendment to Asset and Land Purchase Agreement, dated as of May 26, 2000, by and among Starwood Hotels & Resorts Worldwide, Inc., Sheraton Gaming Corporation, Sheraton Desert Inn Corporation, Valvino Lamore, LLC and Stephen A. Wynn.
10.3   Second Amendment to Asset and Land Purchase Agreement, dated as of June 16, 2000, by and among Starwood Hotels & Resorts Worldwide, Inc., Sheraton Gaming Corporation, Sheraton Desert Inn Corporation, Valvino Lamore, LLC, Stephen A. Wynn, Rambas Marketing Co., LLC, and Desert Inn Water Company, LLC.
10.4   Third Amendment to Asset and Land Purchase Agreement, dated as of June 22, 2000, by and among Starwood Hotels & Resorts Worldwide, Inc., Sheraton Gaming Corporation, Sheraton Desert Inn Corporation, Valvino Lamore, LLC, Stephen A. Wynn, Rambas Marketing Co., LLC, and Desert Inn Water Company, LLC.
10.5   Fourth Amendment to Asset and Land Purchase Agreement, dated as of October 27, 2000, by and among Starwood Hotels & Resorts Worldwide, Inc., Sheraton Gaming Corporation, Sheraton SGC Sub Corporation, Valvino Lamore, LLC, Stephen A. Wynn, Rambas Marketing Co., LLC, and Desert Inn Water Company, LLC.
10.6   Fifth Amendment to Asset and Land Purchase Agreement, dated as of November 3, 2000, by and among Starwood Hotels & Resorts Worldwide, Inc., Sheraton Gaming Corporation, Sheraton SGC Sub Corporation, Valvino Lamore, LLC, Stephen A. Wynn, Rambas Marketing Co., LLC, and Desert Inn Water Company, LLC.
*10.7   Agreement, dated January 25, 2001, by and between Wynn Resorts Holdings, LLC and Calitri Services and Licensing Limited Liability Company.
10.8   Lease Agreement, dated November 1, 2001, by and between Valvino Lamore, LLC and Wynn Resorts Holdings, LLC.
10.9   Art Rental and Licensing Agreement, dated November 1, 2001, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC.
10.10   Stockholders Agreement, dated as of April 11, 2002, by and among Stephen A. Wynn, Baron Asset Fund and Aruze USA, Inc.
10.11   Agreement for Guaranteed Maximum Price Construction Services between Wynn Las Vegas, LLC and Marnell Corrao Associates, Inc. for Le Rêve.
10.12   Continuing Guaranty, dated June 4, 2002, by Austi, Inc. in favor of Wynn Las Vegas, LLC.
10.13   Design/Build Agreement, dated June 6, 2002, by and between Wynn Las Vegas, LLC and Bomel Construction Company, Inc.
*10.14   2002 Stock Incentive Plan
*10.15   Form of Director and Officer Indemnification Agreement
*10.16   Employment Agreement, dated April 1, 2002, by and between Wynn Resorts Holdings, LLC and Ronald J. Kramer.
*10.17   Contribution Agreement, dated as of June 11, 2002 by and among Stephen A. Wynn, Aruze USA, Inc., Baron Asset Fund, the Kenneth R. Wynn Family Trust dated February 1985 and Wynn Resorts, Limited.
*10.18   Amended and Restated Business Loan Agreement, dated as of May 30, 2002, between Bank of America, N.A. and World Travel, LLC.
*10.19   Continuing Guaranty, dated May 30, 2002, by Valvino Lamore, LLC in favor of Bank of America, N.A.
*10.20   Agreement, dated as of June 2002, by and between Stephen A. Wynn and Wynn Resorts, Limited.
*10.21   Purchase Agreement, dated May 30, 2002, between Stephen A. Wynn and Valvino Lamore, LLC.
*21.1   Subsidiaries of the Registrant.
*23.1   Consent of Schreck Brignone Godfrey (included in Exhibit 5.1).
23.2   Consent of Deloitte & Touche LLP.
23.3   Consents of Persons Named to Become Directors.
24.1   Power of Attorney (included on the signature page of this Registration Statement).

        * To be filed by amendment.



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DESCRIPTION OF ARTWORK
PROSPECTUS SUMMARY
Overview
Other Financing Transactions
Business and Marketing Strategy
Corporate Structure
Issuer Information
The Offering
RISK FACTORS
Risks Associated with Our Construction
Risks Related to Our Substantial Indebtedness
Risks Associated with New Operations
General Risks Associated with Our Business
Risks Related to the Offering
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DIVIDEND POLICY
CAPITALIZATION
DILUTION
PRINCIPAL STOCKHOLDERS AND HISTORY OF WYNN RESORTS
SELECTED CONSOLIDATED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
Historical Data for Las Vegas Gaming Industry(1)
REGULATION AND LICENSING
MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
OWNERSHIP OF CAPITAL STOCK
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF CERTAIN INDEBTEDNESS
Credit Facilities
Second Mortgage Notes
Intercreditor Agreement
Indebtedness Related to Corporate Jet
SHARES ELIGIBLE FOR FUTURE SALE
U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
UNDERWRITING
LEGAL MATTERS
EXPERTS
INDEPENDENT ACCOUNTANTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
VALVINO LAMORE, LLC AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEETS (In thousands)
VALVINO LAMORE, LLC AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share data)
VALVINO LAMORE, LLC AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY (In thousands, except share data)
VALVINO LAMORE, LLC AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
VALVINO LAMORE, LLC AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING BALANCE SHEETS As of March 31, 2002 (In thousands) (Unaudited)
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING BALANCE SHEETS As of December 31, 2001 (In thousands)
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2000 (In Thousands)
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2002 (In Thousands) (Unaudited)
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF OPERATIONS Three Months Ended March 31, 2001 (In Thousands) (Unaudited)
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF OPERATIONS Year Ended December 31, 2001 (In Thousands)
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF OPERATIONS From Inception to December 31, 2000 (In thousands)
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF OPERATIONS From Inception to March 31, 2002 (In thousands) (Unaudited)
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2002 (In thousands) (Unaudited)
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2001 (In thousands) (Unaudited)
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF CASH FLOWS Year Ended December 31, 2001 (In thousands)
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF CASH FLOWS Inception to December 31, 2000 (In thousands)
VALVINO LAMORE, LLC AND SUBSIDIARIES CONSOLIDATING STATEMENTS OF CASH FLOWS From Inception to March 31, 2002 (In Thousands) (Unaudited)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
INDEPENDENT AUDITORS' REPORT
Valvino Lamore, LLC and Subsidiaries (A Development Stage Company) Schedule II Valuation and Qualifying Accounts (In Thousands)
EXHIBIT INDEX

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Exhibit 3.1


ARTICLES OF INCORPORATION

OF

WYNN RESORTS, LIMITED

        The undersigned, for the purpose of forming a corporation pursuant to and by virtue of Chapter 78 of the Nevada Revised Statutes, hereby adopts and executes the following Articles of Incorporation.


ARTICLE I
NAME

        The name of the corporation shall be "Wynn Resorts, Limited"


ARTICLE II
REGISTERED OFFICE

        The name of the initial resident agent and the street address of the initial registered office in the State of Nevada where process may be served upon the corporation is Marc H. Rubinstein, 3145 Las Vegas Boulevard South, Las Vegas, Nevada 89109. The corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada. The corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.


ARTICLE III
CAPITAL STOCK

        Section 1.    Authorized Shares.    The aggregate number of shares which the corporation shall have authority to issue shall consist of two thousand (2,000) shares of common stock, par value $0.01.

        Section 2.    Assessment of Stock.    The capital stock of the corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed. No stockholder of the corporation is individually liable for the debts or liabilities of the corporation.


ARTICLE IV
DIRECTORS AND OFFICERS

        Section 1.    Number of Directors.    The members of the governing board of the corporation are styled as directors. The board of directors of the corporation shall be elected in such manner as shall be provided in the bylaws of the corporation. The initial board of directors shall consist of at least one (1) and not more than ten (10) individuals. The number of directors may be changed from time to time within this range in such manner as shall be provided in the bylaws of the corporation.

        Section 2.    Initial Directors.    The name and post office box or street address of the director constituting the initial board of directors is:

Name
   Address
Stephen A. Wynn   3145 Las Vegas Boulevard South Las Vegas, Nevada 89109

        Section 3.    Payment of Expenses.    In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the corporation in its bylaws or by agreement, the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the corporation, must be paid, by the corporation or through insurance purchased

and maintained by the corporation or through other financial arrangements made by the corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation.

        Section 4.    Limitation on Liability.    The liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent permitted by the Nevada Revised Statutes. If the Nevada Revised Statutes are amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent permitted by the Nevada Revised Statutes, as so amended from time to time.


ARTICLE V
REPEAL AND CONFLICTS

        Any repeal or modification of Section 3 or 4 of Article IV above approved by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of the corporation existing as of the time of such repeal or modification. In the event of any conflict between Section 3 or 4 of Article IV and any other Article of the corporation's Articles of Incorporation, the terms and provisions of Sections 3 and/or 4 of Article IV shall control.


ARTICLE VI
COMBINATIONS WITH INTERESTED STOCKHOLDERS

        At such time, if any, as the Corporation becomes a "resident domestic corporation", as that term is defined in NRS 78.427, the Corporation shall not be subject to, or governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as may be amended from time to time, or any successor statute.


ARTICLE VII
INCORPORATOR

        The name and post office box or street address of the incorporator signing these Articles of Incorporation is:

Name
   Address
Ellen Schulhofer, Esq.   300 S. Fourth Street, Ste. 1200
Las Vegas, Nevada 89101

        IN WITNESS WHEREOF, I have executed these Articles of Incorporation this 3rd day of June, 2002.


 
 
 
/s/ Ellen Schulhofer
Ellen Schulhofer, Esq.

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CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
IN THE MATTER OF WYNN RESORTS, LIMITED

        1.    The undersigned, Marc H. Rubinstein, hereby certifies that on the 3rd day of June, 2002, he accepted the appointment as resident agent of the above-referenced corporation.

        2.    The registered office of the corporation in the State of Nevada is located at 3145 Las Vegas Boulevard South, Las Vegas, Nevada 89109.

        IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of June, 2002.

    RESIDENT AGENT,

 
 
By:
/s/ Marc. H. Rubinstein
Marc H. Rubinstein, Esq.

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ARTICLES OF INCORPORATION OF WYNN RESORTS, LIMITED
ARTICLE I NAME
ARTICLE II REGISTERED OFFICE
ARTICLE III CAPITAL STOCK
ARTICLE IV DIRECTORS AND OFFICERS
ARTICLE V REPEAL AND CONFLICTS
ARTICLE VI COMBINATIONS WITH INTERESTED STOCKHOLDERS
ARTICLE VII INCORPORATOR
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT IN THE MATTER OF WYNN RESORTS, LIMITED

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Exhibit 3.3


BYLAWS


OF

Wynn Resorts, Limited,
a Nevada corporation


TABLE OF CONTENTS

 
    
    
   Page
ARTICLE I    STOCKHOLDERS   1
    1.01   Annual Meeting   1
    1.02   Special Meetings.   1
    1.03   Place of Meetings   1
    1.04   Notice of Meetings; Waiver of Notice.   1
    1.05   Meeting Without Notice.   2
    1.06   Determination of Stockholders of Record.   2
    1.07   Quorum; Adjourned Meetings.   3
    1.08   Voting; Manner of Acting.   3
    1.09   Proxies   4
    1.10   Telephonic Meetings   4
    1.11   Action Without Meeting   4
    1.12   Organization; Order of Business   5

ARTICLE II    DIRECTORS
 
5
    2.01   Number, Tenure, and Qualifications   5
    2.02   Change In Number   5
    2.03   Reduction In Number   5
    2.04   Resignation   5
    2.05   Removal.   5
    2.06   Vacancies.   6
    2.07   Annual and Regular Meetings   6
    2.08   Special Meetings   6
    2.09   Place of Meetings   6
    2.10   Notice of Meetings   6
    2.11   Quorum; Adjourned Meetings.   7
    2.12   Manner of Acting   7
    2.13   Telephonic Meetings   7
    2.14   Action Without Meeting   7
    2.15   Powers and Duties.   7
    2.16   Compensation   8
    2.17   Organization; Order of Business   8

ARTICLE III    OFFICERS
 
8
    3.01   Election   8
    3.02   Removal; Resignation   8
    3.03   Vacancies   8
    3.04   President; Chief Executive Officer   8
    3.05   Vice Presidents   9
    3.06   Secretary   9
    3.07   Assistant Secretaries   9
    3.08   Treasurer   9
    3.09   Assistant Treasurers   9
    3.10   Chairman of the Board   9
    3.11   Execution of Negotiable Instruments, Deeds and Contracts   10

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ARTICLE IV    CAPITAL STOCK   10
    4.01   Issuance   10
    4.02   Certificates   10
    4.03   Surrendered; Lost or Destroyed Certificates   10
    4.04   Replacement Certificate   11
    4.05   Transfer of Shares   11
    4.06   Transfer Agent; Registrars   11
    4.07   Stock Transfer Records   11
    4.08   Miscellaneous   11

ARTICLE V    DISTRIBUTIONS
 
11
    5.01   Distributions   11

ARTICLE VI    RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS
 
12
    6.01   Records   12
    6.02   Directors' and Officers' Right of Inspection   12
    6.03   Corporate Seal   12
    6.04   Fiscal Year-End   12
    6.05   Reserves   12

ARTICLE VII    INDEMNIFICATION
 
12
    7.01   Indemnification and Insurance.   12
    7.02   Amendment.   14

ARTICLE VIII    AMENDMENT OR REPEAL
 
14
    8.01   Amendment or Repeal   14

ARTICLE IX    CHANGES IN NEVADA LAW
 
15
    9.01   Changes in Nevada Law   15

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BYLAWS
OF
Wynn Resorts, Limited,
a Nevada corporation


ARTICLE I
STOCKHOLDERS

        1.01    Annual Meeting.    An annual meeting of the stockholders of the corporation shall be held at 2:00 p.m., local time, on the third Thursday of May, in each year, commencing after the first anniversary of incorporation, but if such date is a Saturday, Sunday or legal holiday, then on the next succeeding business day, for the purpose of electing directors of the corporation to serve during the ensuing year and for the transaction of such other business as may properly come before the meeting. If the election of the directors is not held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.

        1.02    Special Meetings.    

        1.03    Place of Meetings.    Any meeting of the stockholders of the corporation may be held at its registered office in the State of Nevada or at such other place in or out of the State of Nevada and the United States as the Board of Directors may designate. A waiver of notice signed by stockholders entitled to vote may designate any place for the holding of such meeting.

        1.04    Notice of Meetings; Waiver of Notice.    

        1.05    Meeting Without Notice.    

        1.06    Determination of Stockholders of Record.    

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        1.07    Quorum; Adjourned Meetings.    

        1.08    Voting; Manner of Acting.    

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        1.09    Proxies.    At any meeting of stockholders, any holder of shares entitled to vote may designate, in a manner permitted by the laws of the State of Nevada, another person or persons to act as a proxy or proxies. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Nevada.

        1.10    Telephonic Meetings.    Stockholders may participate in a meeting of the stockholders by means of a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 1.10 constitutes presence in person at the meeting.

        1.11    Action Without Meeting.    Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by the holders of the voting power of the corporation that would be required at a meeting to constitute the act of the stockholders. Whenever action is taken by written consent, a meeting of stockholders need not be called or notice given. The written consent may be signed in counterparts, including, without limitation, facsimile counterparts, and shall be filed with the minutes of the proceedings of the stockholders.

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        1.12    Organization; Order of Business.    Meetings of stockholders shall be presided over by the chairman of the board, or in the absence of the chairman by the president, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by the Board of Directors by a chairman chosen at the meeting by the stockholders entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast. The secretary, or in the absence of the secretary an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitation on the time allotted to questions or comments on the affairs of the corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.


ARTICLE II
DIRECTORS

        2.01    Number, Tenure, and Qualifications.    Unless a larger number is required by the laws of the State of Nevada or the Articles of Incorporation or until changed in the manner provided herein, the Board of Directors of the corporation shall consist of at least one (1) individual and not more than ten (10) individuals. Except as provided in Section 2.06 below, the directors shall be elected at the annual meeting of the stockholders of the corporation and shall hold office until their successors are elected and qualify or until their earlier resignation or removal. A director need not be a stockholder of the corporation.

        2.02    Change In Number.    Subject to any limitations in the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, the number of directors within the fixed minimum and maximum set forth in Section 2.01 may be changed from time to time by resolution adopted by the Board of Directors or the stockholders without amendment to these Bylaws or the Articles of Incorporation.

        2.03    Reduction In Number.    No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.

        2.04    Resignation.    Any director may resign effective upon giving written notice to the chairman of the board, if any, the president or the secretary, or in the absence of all of them, any other officer, unless the notice specifies a later time for effectiveness of such resignation. A majority of the remaining directors, though less than a quorum, may appoint a successor to take office when the resignation becomes effective, each director so appointed to hold office during the remainder of the term of office of the resigning director.

        2.05    Removal.    

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        2.06    Vacancies.    

        2.07    Annual and Regular Meetings.    Immediately following the adjournment of, and at the same place as, the annual or any special meeting of the stockholders at which directors are elected other than pursuant to Section 2.06 of this Article, the Board of Directors, including directors newly elected, shall hold its annual meeting without call or notice, other than this provision, to elect officers and to transact such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding regular meetings between annual meetings.

        2.08    Special Meetings.    Special meetings of the Board of Directors may be called by the chairman of the board, or if there be no chairman of the board, by the president or secretary, and shall be called by the chairman of the board, if any, the president or the secretary upon the request of any three (3) directors. If the chairman of the board or, if there be no chairman, both the president and secretary, refuse or neglect to call such special meeting, a special meeting may be called by notice signed by any two (2) directors.

        2.09    Place of Meetings.    Any regular or special meeting of the directors of the corporation may be held at such place as the Board of Directors, or in the absence of such designation, as the notice calling such meeting, may designate. A waiver of notice signed by the directors may designate any place for the holding of such meeting.

        2.10    Notice of Meetings.    Except as otherwise provided in Section 2.07, there shall be delivered to all directors, at least twenty-four (24) hours before the time of such meeting, a copy of a written notice of any meeting (i) by delivery of such notice personally; (ii) by mailing such notice postage prepaid; (iii) by facsimile; (iv) by electronic mail; (v) by overnight courier; or (vi) by telegram. Such notice shall be addressed in the manner provided for notice to stockholders in Section 1.04(c). If mailed inside the United States, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. If mailed outside the United States, the notice shall be deemed delivered four (4) business days following the date the same is deposited in the United States mail, postage prepaid. If sent via facsimile, the notice shall be deemed delivered upon sender's receipt of confirmation of the successful transmission. If the address of any director does not appear upon the records of the Corporation it will be sufficient to address any notice to such director at the registered office of the Corporation. Any director may waive notice of any meeting, and the attendance of a director at a meeting and oral consent entered on the minutes of such meeting shall constitute waiver of notice of the meeting unless such director objects, prior to the transaction of any business, that the meeting was not lawfully called, noticed or convened. Attendance for the express purpose of

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objecting to the transaction of business thereat because the meeting was not properly called or convened shall not constitute presence or a waiver of notice for purposes hereof.

        2.11    Quorum; Adjourned Meetings.    

        2.12    Manner of Acting.    The affirmative vote of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors.

        2.13    Telephonic Meetings.    Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a telephone conference or similar method of communication by which all persons participating in such meeting can hear each other. Participation in a meeting pursuant to this Section 2.13 constitutes presence in person at the meeting.

        2.14    Action Without Meeting.    Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed in counterparts, including, without limitation, facsimile counterparts, and shall be filed with the minutes of the proceedings of the Board of Directors or committee.

        2.15    Powers and Duties.    

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        2.16    Compensation.    The directors and members of committees shall be allowed and paid all necessary expenses incurred in attending any meetings of the Board of Directors or committee and may be paid a fixed fee for attendance at any meeting of the Board of Directors or committee. Subject to any limitations contained in the laws of the State of Nevada, the Articles of Incorporation or any contract or agreement to which the corporation is a party, directors may receive compensation for their services as directors as determined by the Board of Directors, but only during such times as the corporation may legally declare and pay distributions on its stock, unless the payment of such compensation is first approved by the stockholders entitled to vote for the election of directors.

        2.17    Organization; Order of Business.    Meetings of the Board of Directors shall be presided over by the chairman of the board, or in the absence of the chairman of the board by the president, or in his or her absence by a chairman chosen at the meeting. The secretary, or in the absence of the secretary an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting.


ARTICLE III
OFFICERS

        3.01    Election.    The Board of Directors, at its annual meeting, shall appoint a president, a secretary and a treasurer to hold office for a term of one (1) year or until their successors are duly appointed and qualified. The Board of Directors may, from time to time, by resolution, appoint any other officers or assistant officers of the corporation, including, without limitation, a chairman of the board, a chief executive officer, a chief financial officer, a chief operating officer, a controller, one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers, and may prescribe their duties and fix their compensation. Any individual may hold two or more offices. The Board of Directors may also, from time to time, by resolution, appoint agents of the corporation, prescribe their duties and fix their compensation.

        3.02    Removal; Resignation.    Any officer or agent elected or appointed by the Board of Directors may be removed by it with or without cause. Any officer may resign at any time upon written notice to the corporation. Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the corporation and such officer or agent.

        3.03    Vacancies.    Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

        3.04    President; Chief Executive Officer.    The president shall have active executive management of the operations of the corporation, subject to the supervision and control of the Board of Directors. The president shall direct the corporate affairs of the corporation, with full power and authority on behalf of the corporation to execute proxies and to execute powers of attorney appointing other entities the agent of the corporation. If a chief executive officer of the corporation has not been appointed, the president may be deemed the chief executive officer of the corporation.

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        3.05    Vice Presidents.    The Board of Directors may elect one or more vice presidents who shall be vested with all the powers and perform all the duties of the president whenever the president is absent, disabled or otherwise unable to act and such other duties as shall be provided in these Bylaws or prescribed by the Board of Directors or the president.

        3.06    Secretary.    The secretary shall perform all duties incident to the office of secretary, including attending meetings of the stockholders and Board of Directors and keeping, or causing to be kept, the minutes of proceedings thereof in books provided for that purpose. The secretary shall attend to the giving and service of all notices of the corporation, shall have the custody or designate control of the corporate seal, shall affix the corporate seal to all certificates of stock duly issued by the corporation, shall have charge or designate control of stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors or appropriate committee may direct, and shall perform such other duties as these Bylaws may provide or the Board of Directors may prescribe.

        3.07    Assistant Secretaries.    The Board of Directors may appoint one or more assistant secretaries who shall have such powers and perform such duties as may be provided in these Bylaws or prescribed by the Board of Directors or the secretary.

        3.08    Treasurer.    The treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the corporation and accounts of all monies received and paid on account of the corporation, and shall perform all acts incident to the position of treasurer, subject to the control of the Board of Directors. Whenever required by the Board of Directors, the treasurer shall render a statement of any or all accounts. The treasurer shall have custody of all the funds and securities of the corporation. When necessary or proper, the treasurer shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit all monies to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments made by the corporation. The treasurer shall have care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging to the corporation. The treasurer shall, if required by the Board of Directors, give bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of treasurer and for restoration to the corporation, in the event of the treasurer's death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the treasurer's custody or control and belonging to the corporation. The expense of such bond shall be borne by the corporation. If a chief financial officer of the corporation has not been appointed, the treasurer may be deemed the chief financial officer of the corporation.

        3.09    Assistant Treasurers.    The Board of Directors may appoint one or more assistant treasurers who shall have such powers and perform such duties as may be prescribed by the Board of Directors or the treasurer. The Board of Directors may require an assistant treasurer to give a bond to the corporation in such sum and with such security as it may approve, for the faithful performance of the duties of assistant treasurer, and for restoration to the corporation, in the event of the assistant treasurer's death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the assistant treasurer's custody or control and belonging to the corporation. The expense of such bond shall be borne by the corporation.

        3.10    Chairman of the Board.    The chairman of the board may be chosen by and from the members of the Board of Directors and shall preside at the meetings of the Board of Directors and stockholders and perform such other duties as the Board of Directors may prescribe. If no chairman of the board is appointed or if the chairman is absent from a Board meeting, then the Board of Directors may appoint a chairman from the members of the Board for the sole purpose of presiding at any such meeting. If no chairman of the board is appointed or if the chairman is absent from any stockholder meeting, then the president shall preside at such stockholder meeting. If the president is absent from

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any stockholder meeting, then the stockholders may appoint a substitute chairman solely for the purpose of presiding over such stockholder meeting.

        3.11    Execution of Negotiable Instruments, Deeds and Contracts.    Unless otherwise required by law or otherwise authorized or directed by these Bylaws or by the Board of Directors, any officer of the corporation may sign all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the corporation; all deeds, mortgages and other written contracts, documents, instruments and agreements to which the corporation shall be a party; and all assignments or endorsements of stock certificates, registered bonds or other securities owned by the corporation. The Board of Directors may designate one or more officers, agents of the corporation or other persons who may, in the name of the corporation, and in lieu of or in addition to the officers, sign such instruments, and may authorize the use of the facsimile signatures of any such persons. Any officer of the corporation shall be authorized to execute all resolutions and orders of the Board of Directors, and to attend, act and vote, or designate another officer or an agent of the corporation to attend, act and vote, at any meetings of the owners of any entity in which the corporation may own an interest or to take action by written consent in lieu thereof. Such officer, at any such meetings or by such written action, shall possess and may exercise on behalf of the corporation any and all rights and powers incident to the ownership of such interest.


ARTICLE IV
CAPITAL STOCK

        4.01    Issuance.    Shares of the corporation's authorized stock shall, subject to any provisions or limitations of the laws of the State of Nevada, the Articles of Incorporation or any contracts or agreements to which the corporation may be a party, be issued in such manner, at such times, upon such conditions and for such consideration as shall be prescribed by the Board of Directors.

        4.02    Certificates.    Ownership in the corporation shall be evidenced by certificates for shares of stock in such form as shall be prescribed by the Board of Directors, may be under the seal of the corporation and shall be manually signed by the president or a vice president and/or the secretary or an assistant secretary, and/or by any other officers or agents designated by the Board of Directors for this purpose; provided, however, whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of said officers or agents of the corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the corporation uses facsimile signatures of its officers and agents on its stock certificates, it shall not act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns any stock certificates in both capacities. Each certificate shall contain the name of the record holder, the number, designation, if any, class or series of shares represented, a statement, summary of or reference to any applicable rights, preferences, privileges or restrictions thereon, and a statement, if applicable, that the shares are assessable. All certificates shall be consecutively numbered. If provided by the stockholder, the name, address and federal tax identification number of the stockholder, the number of shares, and the date of issue shall be entered in the stock transfer records of the corporation.

        4.03    Surrendered; Lost or Destroyed Certificates.    All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and, if required by the Board of Directors, an indemnity bond in an amount not less than twice the current

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market value of the stock, and upon such terms as the treasurer or the Board of Directors shall require which shall indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.

        4.04    Replacement Certificate.    When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, in the discretion of the Board of Directors, including, without limitation, the merger of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive distributions or exercise any other rights of stockholders of record until the holder has complied with the order, but the order operates to suspend such rights only after notice and until compliance.

        4.05    Transfer of Shares.    No transfer of stock shall be valid as against the corporation except on surrender and cancellation of the certificates therefor accompanied by an assignment or transfer by the registered owner made either in person or under assignment. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer in the records of the corporation.

        4.06    Transfer Agent; Registrars.    The Board of Directors may appoint one or more transfer agents, transfer clerk and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agent, transfer clerk and/or registrar of transfer.

        4.07    Stock Transfer Records.    The stock transfer records shall be closed for a period of at least ten (10) days prior to all meetings of the stockholders and shall be closed for the payment of distributions as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable for purposes of Article V and no voting rights shall be deemed transferred during such periods. Subject to the foregoing limitations, nothing contained herein shall cause transfers during such periods to be void or voidable.

        4.08    Miscellaneous.    The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the corporation's stock.


ARTICLE V
DISTRIBUTIONS

        5.01    Distributions.    Distributions may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in Section 1.06, prior to the distribution for the purpose of determining stockholders entitled to receive any distribution. The Board of Directors may close the stock transfer books for such purpose for a period of not more than ten (10) days prior to the date of such distribution.

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ARTICLE VI
RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

        6.01    Records.    All original records of the corporation shall be kept by or under the direction of the secretary or at such places as may be prescribed by the Board of Directors.

        6.02    Directors' and Officers' Right of Inspection.    Every director and officer shall have the absolute right at any reasonable time for a purpose reasonably related to the exercise of such individual's duties to inspect and copy all of the corporation's books, records, and documents of every kind and to inspect the physical properties of the corporation and/or its subsidiary corporations. Such inspection may be made in person or by agent or attorney.

        6.03    Corporate Seal.    The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document requiring it.

        6.04    Fiscal Year-End.    The fiscal year-end of the corporation shall be such date as may be fixed from time to time by resolution of the Board of Directors.

        6.05    Reserves.    The Board of Directors may create, by resolution, such reserves as the directors may, from time to time, in their discretion, deem proper to provide for contingencies, or to equalize distributions or to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors may deem beneficial to the corporation, and the directors may modify or abolish any such reserves in the manner in which they were created.


ARTICLE VII
INDEMNIFICATION

        7.01    Indemnification and Insurance.    

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        7.02    Amendment.    The provisions of this Article VII relating to indemnification shall constitute a contract between the Corporation and each of its directors and officers which may be modified as to any director or officer only with that person's consent or as specifically provided in this Section. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any director or officer shall apply to such director or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws (including, without limitation, Article VIII below), no repeal or amendment of these Bylaws shall affect any or all of this Article VII so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of the directors of the Corporation then serving, or (b) by the stockholders as set forth in Article VIII hereof; provided that no such amendment shall have a retroactive effect inconsistent with the preceding sentence.


ARTICLE VIII
AMENDMENT OR REPEAL

        8.01    Amendment or Repeal.    Except as otherwise restricted in the Articles of Incorporation or these Bylaws:

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ARTICLE IX
CHANGES IN NEVADA LAW

        9.01    Changes in Nevada Law.    References in these Bylaws to Nevada law or the Nevada Revised Statutes or to any provision thereof shall be to such law as it existed on the date these Bylaws were adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the corporation may provide in Article VII hereof, the rights to limited liability, to indemnification and to the advancement of expenses provided in the corporation's Articles of Incorporation and/or these Bylaws shall continue as theretofore to the extent permitted by law; and (b) if such change permits the corporation, without the requirement of any further action by stockholders or directors, to limit further the liability of directors or officers or to provide broader indemnification rights or rights to the advancement of expenses than the corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

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ARTICLE I STOCKHOLDERS
ARTICLE II DIRECTORS
ARTICLE III OFFICERS
ARTICLE IV CAPITAL STOCK
ARTICLE V DISTRIBUTIONS
ARTICLE VI RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS
ARTICLE VII INDEMNIFICATION
ARTICLE VIII AMENDMENT OR REPEAL
ARTICLE IX CHANGES IN NEVADA LAW

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Exhibit 10.1


ASSET AND LAND PURCHASE AGREEMENT
dated as of
April 28 2000
by and among
Starwood Hotels & Resorts Worldwide, Inc.
Sheraton Gaming Corporation
Sheraton Desert Inn Corporation
Valvino Lamore, LLC
and
Stephen A. Wynn

ASSET AND LAND PURCHASE AGREEMENT

        This Asset and Land Purchase Agreement (this "Agreement") is entered into as of this 28th day of April, 2000 ("Effective Date") by and among Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation ("Parent"), Sheraton Gaming Corporation, a Nevada corporation ("SGC"); Sheraton Desert Inn Corporation, a Nevada corporation ("SDIC"; and together with Parent and SGC, the "Sellers"), Valvino Lamore, LLC, a Nevada limited liability company and Stephen A. Wynn ("Wynn" and together with Valvino Lamore, LLC, the "Purchaser").

RECITALS:

        WHEREAS, SDIC is the owner or will as of Closing be the owner of the DI Assets (as defined below);

        WHEREAS, SGC is the sole record and beneficial owner of all of the issued and outstanding shares (the "DIIC Shares") of the capital stock of Desert Inn Improvement Co., a Nevada corporation ("DIIC");

        WHEREAS, Parent is the record and beneficial owner of membership interests ("Interests") representing 100% of the economic ownership interests in Starwood (HRW) Timeshare LLC, a Delaware limited liability company ("Starwood Timeshare"), and in DI Timeshare (Delaware) LLC, a Delaware limited liability company ("DI Timeshare");

        WHEREAS, Starwood Timeshare is the owner of the Starwood Timeshare Lots (as defined below);

        WHEREAS, DI Timeshare is the owner of the DI Timeshare Lots (as defined below)

        WHEREAS, upon the terms and subject to the conditions set forth herein, Sellers desire to sell to Purchaser, and Purchaser desires to purchase from Sellers the Assets (as defined below); and

        WHEREAS, certain capitalized terms used herein have the meanings assigned to them in Article 11 hereof.

AGREEMENT:

        In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
PURCHASE AND SALE OF ASSETS

        Section 1.1    Purchase and Sale of Assets.    Upon the terms and subject to the conditions contained herein (including Section 6.6), on the Closing Date, Sellers will sell, convey and transfer, or will cause to be sold, conveyed and transferred to Purchaser, and Purchaser will purchase and acquire, the Assets, free and clear of all Liens, except Permitted Liens. Concurrently with such conveyance, Purchaser will assume all of the Assumed Liabilities.

        Section 1.2    Purchase Price.    The aggregate purchase price for the Assets (the "Purchase Price") shall be (i) Two Hundred Seventy Million Dollars ($270,000,000) (the "Base Price"), plus (or minus if a negative number) (ii) the Closing Capital Amount determined in accordance with Section 1.5 hereof, plus (iii) the amount (the "Capital Expenditure Adjustment Amount") equal to the actual amount of capital expenditures made by the Sellers during the period between the date hereof and Closing Date, which capital expenditures were (x) required as a result of an emergency or other event or situation beyond the reasonable control of Sellers or (y) necessary in the reasonable judgment of the Sellers, subject to the reasonable approval of Purchaser, to permit the continued operation of the Business in a manner consistent with Section 4.1 hereof.


        Section 1.3    Deposit.    

        Section 1.4    Intentionally Omitted.    

        Section 1.5    Purchase Price Adjustment.    

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ARTICLE 2
INSPECTIONS; WAIVER OF DUE DILIGENCE; ESCROW

        Section 2.1    Waiver of Purchaser's Due Diligence.    Purchaser acknowledges that it is familiar with the Assets and has had opportunities, directly or through its representatives to inspect the Assets. Without limitation of the foregoing, Purchaser acknowledges that the Purchase Price has been negotiated based on Purchaser's express agreement to waive all contingencies to closing other than Sellers' performance of its obligations set forth in this Agreement. Further, Purchaser acknowledges that it has waived and hereby waives any due diligence reviews, inspection or examination with respect to the Assets, including without limitation with respect to engineering, environmental, title, survey, financial, operational and legal compliance matters.

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        Section 2.2    Escrow.    

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ARTICLE 3
REPRESENTATIONS AND WARRANTIES

        Section 3.1    Representations and Warranties of the Sellers.    Each Seller, as applicable, represents and warrants to Purchaser, with respect to such Seller's respective organization and existence and the Assets owned by such Seller, except as otherwise contemplated by this Agreement, as follows:

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        Section 3.2    Representations and Warranties of Purchaser.    Purchaser represents and warrants to Sellers as follows:

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        Section 3.3    Purchase "As Is".    

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ARTICLE 4
COVENANTS AND AGREEMENTS OF SELLERS

        Section 4.1    Conduct of Business.    

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        Section 4.2    HSR Act.    Subject to and in furtherance of Section 6.1, in connection with the transactions contemplated by this Agreement, Sellers (and, to the extent required, their Affiliates) shall use their commercially reasonable efforts to comply as expeditiously as possible with the notification and reporting requirements of the HSR Act and use their commercially reasonable efforts to obtain early termination of the waiting period under the HSR Act. Sellers (and to the extent required, their Affiliates) shall use their commercially reasonable efforts to comply with any additional requests for information by any Antitrust Authority.

        Section 4.3    No Solicitations.    Sellers will not, directly or indirectly, (a) solicit any inquiries or proposals or enter into or continue any discussions, negotiations or agreements with a third party relating to (i) the sale or exchange of the Sellers, the Companies, or any of their Assets or capital stock or membership interests, as applicable, (ii) the merger of the Sellers or any of the Companies with, or the direct or indirect disposition of any material assets of the Sellers or the Companies or any portion of the Business to, any Person other than Purchaser or its Affiliates or (b) provide any assistance or any information to or otherwise cooperate with any Person in connection with any such inquiry, proposal or transaction.

        Section 4.4    Notification.    Between the date of this Agreement and the Closing Date, Sellers will promptly notify Purchaser in writing if Sellers become aware of any fact or condition that they believe causes or constitutes a breach of any of the representations and warranties of Sellers as of the date of this Agreement, or if Sellers become aware of the occurrence after the date of this Agreement of any fact or condition that they believe would cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition, unless in each case such breach of representation and warranty is reasonably expected by Sellers to be cured prior to Closing. Any claim for a breach of covenant set forth in the previous sentence shall be made only for the incremental Losses due to the failure to comply with such covenant (and not for Losses due to the breach of the underlying representation and warranty). During the same period, Sellers will promptly notify Purchaser of the occurrence of any breach of any covenant of Sellers in this Article 4 or of the occurrence of any event that they believe may make the satisfaction of the conditions in Article 7 impossible or unlikely.

        Section 4.5    Nonforeign Affidavit.    As a condition precedent to the consummation of the transactions contemplated by this Agreement, all Sellers shall furnish Purchaser an affidavit, stating, under penalty of perjury, that the indicated number is the transferor's United States taxpayer identification number and that the transferor is not a foreign person, pursuant to Section 1445(b)(2) of the Code.

        Section 4.6    Water Rights.    Sellers and DIIC shall use commercially reasonable efforts to preserve existing water rights appurtenant to the Real Property Assets or the DIIC Land and/or owned by SDIC or DIIC.

        Section 4.7    Change of Name.    Prior to Closing, Sellers shall have the right to cause the name of Starwood Timeshare to be changed to exclude all references to "Starwood".

ARTICLE 5
COVENANTS AND AGREEMENTS OF PURCHASER

        Section 5.1    Certain Transactions.    Purchaser shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership,

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association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, (iii) significantly increase the risk of not being able to remove any such order on appeal or otherwise or (iv) materially delay or prevent the consummation of the transactions contemplated by this Agreement. Purchaser shall not conduct its business in a manner or take, or cause to be taken, any other action that would reasonably be expected to prevent or materially delay Sellers or Purchaser from consummating the transactions contemplated hereby.

        Section 5.2    HSR Act.    Subject to and in furtherance of Section 6.1, in connection with the transactions contemplated by this Agreement, Purchaser (and, to the extent required, its Affiliates) shall comply promptly with the notification and reporting requirements of the HSR Act and use their reasonable best efforts to obtain early termination of the waiting period under the HSR Act. Purchaser shall substantially comply with any additional requests for information, including requests for production of documents and production of witnesses for interviews or depositions, by an Antitrust Authority. Without limiting the generality of the foregoing, Purchaser shall cause to be filed on or prior to the tenth (10th) Business Day following the execution and delivery of the Agreement all initial applications and filings under the HSR Act.

        Section 5.3    Gaming and Other Licenses.    As soon as practical, but in no event later than ten (10) Business Days following the Effective Date, Purchaser will either file applications with all applicable Governmental Authorities including the Nevada Gaming Authorities, on behalf of Purchaser and the Member of Purchaser for all required gaming licenses (the "Gaming Permits"), liquor licenses (the "Liquor Licenses") and for all other required licenses (collectively with the Gaming Permits and the Liquor Licenses, the "Licenses") in connection with the Business, and all related necessary findings of suitability, registrations and approvals. If Purchaser elects to pursue the Licenses, Purchaser will respond promptly to all requests made by the Nevada Gaming Authorities and/or the alcoholic beverage control authorities, and will not take or omit to take, or permit any Subsidiary to take or omit to take any action which would be reasonably likely to hinder or delay the issuance of the Gaming Permits or the Liquor Licenses. In addition, Purchaser shall, and shall cause each of its Subsidiaries to (and shall use its reasonable efforts to cause each of its Affiliates other than each of its Subsidiaries to), if it is necessary to obtain any regulatory approval for the consummation of the transactions contemplated hereby, disassociate themselves from any Person or Persons deemed, or reasonably likely to be deemed, unsuitable by any Gaming Commission and dispose of any assets which any Gaming Commission requests be disposed of. At or prior to the Closing, Sellers will deliver to Purchaser true, correct and complete copies of material gaming financial reports, if any, filed with respect to the Business with the State of Nevada and/or Nevada Gaming Authorities between the date hereof and the Closing.

        Section 5.4    Notification.    Between the date of this Agreement and the Closing Date, Purchaser will promptly notify Sellers in writing if Purchaser or any of its Subsidiaries becomes aware of any fact or condition that it believes causes or constitutes a breach of any of the representations and warranties of Purchaser as of the date of this Agreement, or if Purchaser or any of its respective Subsidiaries becomes aware of the occurrence after the date of this Agreement of any fact or condition that it believes would cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition, unless in each case such breach of representation or warranty is reasonably expected by

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Purchaser to be cured prior to Closing. Any claim for a breach of covenant set forth in the previous sentence shall be made only for the incremental Losses due to the failure to comply with such covenant (and not for Losses due to the breach of the underlying representation and warranty). During the same period, Purchaser will promptly notify Sellers of the occurrence of any breach of any covenant of Purchaser in this Article 5 or of the occurrence of any event that it believes may make the satisfaction of the conditions in Article 7 impossible or unlikely.

        Section 5.5    Confidentiality.    

        Section 5.6    Transfer.    As a material inducement to Sellers to accept the Purchase Price for the sale of the Assets, Purchaser hereby represents, warrants, covenants and agrees that (a) it has not entered into any agreement, arrangement, understanding or discussions for the sale, transfer or other disposition other than with the Mirage Resorts, Incorporated ("Mirage") to any other Person of all or any substantial portion of the Assets, (including without limitation any of the Real Property Assets, any

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of the residential lots currently owned by Starwood Timeshare or DI Timeshare, and the water rights currently held by SDIC and/or DIIC), or of a controlling interest in Valvino Lamore, LLC, or of any successor in interest to Purchaser controlled by Wynn; that (b) prior to the Closing, it will not enter into any such agreement, arrangement or understanding or undertake, entertain or participate in any such discussions other than as permitted under Section 12.3; and that (c) for at least one (1) year following the Closing Date, without the consent of Parent, which Parent may withhold in its sole and absolute discretion, neither Purchaser nor any successor or assign of Purchaser will, or will permit, the Companies, to enter into any such agreement, arrangement or understanding or undertake, entertain or participate in any such discussions; provided, however, in the event the merger contemplated to occur between Mirage and MGM shall not occur, Purchaser shall be entitled, to convey the Assets to Mirage or an Affiliate of Mirage, provided such transferee shall agree to be bound by and shall assume all of the obligations under this Section 5.6. In the event that Parent consents to same, or in the event Purchaser (or its successors or assigns) violates the foregoing covenant, or a court of competent jurisdiction determines that such covenant is unenforceable in whole or in part, and if in the further event Purchaser or any successor or assign to Purchaser controlled by Wynn shall sell, transfer or otherwise dispose of any of the Assets (including without limitation any of the Real Property Assets, any of the residential lots owned by Starwood Timeshare or DI Timeshare, and the water rights held by SDIC and/or DIIC), or any controlling interest in Purchaser or successor to Purchaser, or shall enter into any agreement with respect to the same, within the one (1) year period following the Closing, then Sellers shall further be entitled to receive, and Purchaser hereby covenants and agrees to pay to Sellers within ten (10) days of receipt thereof an amount equal to twenty (20%) percent of the proceeds derived by Purchaser, Starwood Timeshare, DI Timeshare and/or Purchaser's successor or assign from any such sale, transfer or other disposition.

        Section 5.7    Timeshare; Right of First Refusal.    At any time and from time to time during the ten (10) year period following the Closing ("Right of First Refusal Period"), Purchaser shall not engage in discussions or negotiate or enter into any contract for development, construction, marketing or sale of interval sales or timeshare units ("Timeshare Units") on any portion of the Real Property Assets, the DIIC Land or the Timeshare Lots, or any real property abutting any of the foregoing (collectively, the "Timeshare Real Property"), nor shall Purchaser commence or enter into or negotiate any contract to commence the development, construction, marketing or sale of timeshare units on any portion of the Timeshare Real Property (collectively, "Timeshare Development") except in compliance with the following terms and conditions. If Purchaser shall receive from, or determine to extend to, any party other than Parent, a good faith offer to participate in any Timeshare Development, or if Purchaser shall determine to initiate a Timeshare Development with or without the participation of other parties, then Purchaser shall, not do so unless Purchaser shall have first delivered to Parent written notice ("Timeshare Initiation Notice") describing in detail (i) the offer ("Offer") which Purchaser has received or (ii) the Timeshare Development which Purchaser has determined to initiate and setting forth the details of such Timeshare Development, including without limitation, the location of the development and the number of units to be included therein. Upon receipt of the Timeshare Initiation Notice, Parent shall be entitled within the 30 day period following such receipt to accept, directly or through an Affiliate, the Offer in the case of clause (i) or to elect to participate, directly or through an Affiliate, with Purchaser in the case of clause (ii) ("Participation"). The Participation by Parent or its Affiliate would be accomplished by the formation of a joint venture between Purchaser and Parent or its Affiliate pursuant to which (x) such joint venture would bear all costs of development, construction, management, marketing and sale, and capital (with real property contributed at its appraised fair market value) would be contributed and profits distributed between Purchaser and Parent or its Affiliates on a 50/50 basis, (y) such joint venture would have a 10-year exclusive right to initiate Timeshare Developments at any location on the Timeshare Property, and (z) such joint venture will be entitled to have provided to it customary development, hospitality, marketing and administrative services, all such services to be provided for reasonable and customary fees as agreed by the parties. All

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other terms of the joint venture shall be consistent with the foregoing and shall be negotiated in good faith by Purchaser and Parent. In the event that Parent shall either fail to timely notify Purchaser of its desire, or shall elect not, to accept the Offer or enter into the Participation, Purchaser shall be entitled to consummate the Offer on exactly the terms thereof or to initiate the Timeshare Development as described in clause (ii), without the participation of any other party. In the event that the Offer has not been consummated or the Timeshare Development initiated within the six month period following Parent's election or deemed election not to proceed, then Purchaser shall not initiate the Timeshare Development as contemplated in the Timeshare Initiation Notice without again first complying with the foregoing procedures. Parent's rights hereunder shall apply to each and every Timeshare Development proposed within the Right of First Refusal Period and Parent's decision not to accept any particular Offer or to enter into any particular Participation shall not constitute a waiver of Parent's rights hereunder as to any subsequent Offer or Participation. Concurrently with the Closing, Parent shall be entitled to record a memorandum of this Section 5.7 against the Real Property Assets, DIIC Land and the Timeshare Lots. The terms of this Section 5.7 shall be binding on the successors and assigns of Purchaser, including without limitation, any permitted transferee of purchaser under Section 5.6 or Section 12.3 hereof or any subsequent purchaser of all or any of the Timeshare Real Property, and shall inure to the benefit of Parent, its Affiliates and their respective successors and assigns.

ARTICLE 6
JOINT COVENANTS AND AGREEMENTS

        Section 6.1    Support of Transaction.    

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        Section 6.2    Approvals.    Each of Purchaser and Sellers shall as promptly as practicable, but in no event later than ten (10) Business Days following the execution and delivery of this Agreement, file or submit any applications, filings and other submissions required by applicable laws or by Governmental Authorities in connection with obtaining all necessary regulatory consents, approvals, waivers and authorizations, other than the Licenses and approvals under the HSR Act which are the subject of other provisions in this Agreement, required to be obtained prior to the Closing, (the "Regulatory Authorizations") and to respond to any requests from Government Authorities and promptly file any additional information required in connection with such filings as promptly as practicable after receipt of requests therefor. Each of Purchaser and Sellers agree to cooperate with and promptly to consult with, to provide any reasonably available information with respect to, and to provide the other party (and its counsel) advance drafts and copies of all presentations and filings to be made in connection with the Regulatory Authorizations, including, without limitation, the Licenses and approval under the HSR Act. Purchaser and Sellers shall keep each other promptly and regularly apprised of the status of any communications with, and any inquiries or requests for additional information from, the Gaming Authorities and shall comply promptly with any such inquiry or request.

        Section 6.3    Certain Employee Benefits Matters.    

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        Section 6.4    Multiemployer Plans.    With respect to each Multiemployer Plan (as defined below), after the Closing:

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        Section 6.5    Intentionally Omitted.    

        Section 6.6    Closings Under Certain Circumstances.    

        Section 6.7    Post-Closing Cooperation.    After the Closing, upon reasonable written notice, Purchaser and Sellers shall furnish or cause to be furnished to the other party and its employees, counsel, auditors and representatives access, during normal business hours, such information and assistance relating to the Business as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any Tax Returns, reports or forms or the defense of any Tax audit, claim or assessment. Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 6.7. Neither party shall be required by this Section 6.7 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. Sellers shall use commercially reasonable efforts to cooperate with Purchaser in connection with any filings required to be made by Purchaser with Governmental Authorities after the Closing.

        Section 6.8    Form of Instruments, Etc. to be Reasonably Satisfactory.    The parties agree that the form and substance of all actions, proceedings, instruments and documents required to consummate the transactions contemplated by this Agreement shall be subject to the reasonable approval of each party and their respective counsel.

        Section 6.9    Additional Agreements of Sellers.    Sellers agree that it will be solely responsible for the payment of any fees or taxes due pursuant to any subsequent deficiency determinations made under the Nevada Gaming Control Act (chapter 463 of the NRS) which encompasses any period of time before the Closing Date. The foregoing provision, required by the Nevada Gaming Control Act to be included in this Agreement, shall not be construed to exonerate Purchaser from paying, or to require Sellers to pay, for fees or taxes attributable to operations of the Business from and after the Closing Date.

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        Section 6.10    Title Policies.    At the Closing, Purchaser shall obtain an ALTA owner's policy of title insurance, issued by Title Insurer, insuring that Purchaser has fee title to the Real Property Assets that DIIC has fee title to the real property described as Parcels 46 and 47 in Title Report A ("DIIC Land"), that Starwood Timeshare has fee title to real property described as Parcels 16 through 44 ("Starwood Timeshare Lots") and DI Timeshare has fee title to the real property described in Title Report B ("DI Timeshare Lots") subject only to (i) the Permitted Liens, (ii) liens for taxes not yet due and payable, (iii) all standard exceptions, exclusions, conditions and stipulations from coverage for the Title Insurer's ALTA Owner's Policy of Title Insurance, including any and all endorsements customary in real estate sale transactions involving the magnitude and type of the Real Property Assets and (iv) those exceptions arising after the date hereof and approved by Purchaser as provided above (the "Title Policies"). The coverage amount of the Title Policies for the Real Property Assets and the real property held by the Companies shall be no more than the portion of the Purchase Price reasonably allocable thereto.

ARTICLE 7
CONDITIONS TO OBLIGATIONS

        Section 7.1    Conditions to Obligations of Purchaser and Sellers.    The obligations of Purchaser and Sellers to consummate, or cause to be consummated, the transactions contemplated hereby are subject to the satisfaction of the following conditions, any one or more of which may be waived (unless expressly noted to the contrary herein) in writing by such parties:

        Section 7.2    Conditions to Obligations of Purchaser.    The obligations of Purchaser to consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Purchaser:

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        Section 7.3    Conditions to the Obligations of Sellers.    The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Sellers:

ARTICLE 8
TERMINATION

        Section 8.1    Termination.    This Agreement may be terminated and the transactions contemplated hereby abandoned:

        Section 8.2    Effect of Termination.    In the event of termination of this Agreement pursuant to Section 8.1, except as set forth in this Section 8.2 and in Section 8.3 below, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or their respective Affiliates, officers, directors or stockholders; provided, however, that nothing in this Section 8.2 shall relieve or limit the liability or obligations hereunder of any party (the "Defaulting Party") to the other party or parties on account of a material breach of a covenant or agreement contained herein, or any fraudulent representation or warranty contained herein by the Defaulting

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Party prior and further, upon any termination of this Agreement. The provisions of Sections 8.2, 8.3, 9.2, 9.3, 12.5, 12.6 and 12.12 hereof shall survive any termination of this Agreement.

        Section 8.3    Liquidated Damages.    

PURCHASER'S INITIALS /s/   SELLERS' INITIALS  
 
   

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ARTICLE 9
INDEMNIFICATION

        Section 9.1    Survival of Representations and Warranties.    Subject to the limitations and other provisions of this Agreement, the representations and warranties set forth in Section 3.1 and Section 3.2 shall survive the Closing for a period of one year and all other representations and warranties shall expire as of Closing.

        Section 9.2    Indemnification by Purchaser.    

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        Section 9.3    Indemnification by Sellers.    

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        Section 9.4    Losses Net of Insurance and Tax Benefits.    

        Section 9.5    Exclusive Remedy.    Except for any claim (a) grounded in fraud or (b) seeking equitable relief or remedial action, the parties hereto acknowledge and agree that, from and after the Closing Date, the indemnification provisions of this Article 9 shall be the exclusive remedy of Purchaser, on the one hand, and Sellers, on the other hand, with respect to the transactions contemplated by this Agreement. With respect to actions grounded in fraud or seeking equitable relief or remedial action, (y) the right of a party to be indemnified and held harmless pursuant to the indemnification provisions of this Article 9 shall be in addition to and cumulative of any rights of such party at law or in equity and (z) no such party shall, by exercising the remedy available to it under this Article 9, be deemed to have elected such remedy exclusively or to have waived any other remedy, whether at law or in equity, available to it. No Purchaser Indemnified Party or Seller Indemnified Party shall be entitled to seek damages pursuant to this Article 9 other than actual damages, and in no event shall any party be entitled to seek or receive punitive or consequential damages.

        Section 9.6    Limitation on Liability Following Notice of Breach.    Notwithstanding anything to the contrary in this Agreement, following the Closing, (a) no Seller shall be liable to any Purchaser Indemnified Party in respect of any breach of a representation or warranty by Sellers if (i) such breach is disclosed to Purchaser prior to Closing pursuant to Section 4.4, (ii) such breach would constitute a failure of a condition of Purchaser's obligation to close, and (iii) notwithstanding such notification, the Closing shall have occurred and (b) Purchaser shall not be liable to any Sellers Indemnified Party in respect of any breach of a representation or warranty by Purchaser if (i) such breach is disclosed to Parent prior to Closing pursuant to Section 5.4, (ii) such breach would constitute a failure of a condition to Sellers' obligation to close and (iii) notwithstanding such notification the Closing shall have occurred.

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ARTICLE 10
TAX ALLOCATION AND INDEMNIFICATION

        Section 10.1    Intentionally Omitted.    

        Section 10.2    Transfer Taxes.    The parties agree that all sales and transfer taxes and fees incurred in connection with this Agreement and the transactions contemplated hereby will be borne equally by Purchaser, on the one hand, and by Sellers, on the other hand.

        Section 10.3    Cooperation.    Sellers, on the one hand, and Purchaser, on the other hand, agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records for periods before, during and after a Straddle Period) relating to the Business and shall make available such knowledgeable employees of Parent, Purchaser or their respective Affiliates as any party may reasonably request for the preparation of any return for Taxes, claim for refund or audit, the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment, or the calculations of any taxes pertaining to a Straddle Period. For a period of seven years from and after Closing, Purchaser shall maintain and make available to Sellers and their representatives, on Parent's reasonable request, and Parent and shall maintain and make available to Purchaser, on Purchaser's reasonable request, copies of any and all information, books and records referred to in this Section 10.3. After such seven-year period, Purchaser and Sellers may dispose of such information, books and records provided that prior to such disposition, Purchaser shall give Parent the opportunity to take possession of, and Parent shall give Purchaser the opportunity to take possession of, such information, books and records.

        Section 10.4    Survival.    This Article 10 shall survive the Closing indefinitely.

ARTICLE 11
CERTAIN DEFINITIONS

        Section 11.1    Definitions.    As used herein, the following terms shall have the following meanings:

36

37

38

39

40

41

42

43

44

        Section 11.2    Terms and Usage Generally.    

        The definitions referred to in Section 11.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Articles, Sections, Exhibits and

45


Schedules shall be deemed to be references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. All Exhibits and Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The words "hereof', "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to a Person are also to its successors and permitted assigns. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument defined or referred to herein means such agreement, instrument or statute as from time to time amended,, modified or supplemented, including (in the case of agreements or instruments) by waiver or' consent and (in the case of statutes) by succession of comparable successor statutes, and references to all attachments thereto and instruments incorporated therein.

ARTICLE 12
MISCELLANEOUS

        Section 12.1    Waiver.    Either party to this Agreement may, at any time prior to the Closing, waive any of the terms or conditions of this Agreement or agree to an amendment or modification to this Agreement by an agreement in writing executed in the same manner as this Agreement.

        Section 12.2    Notices.    All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given when (i) delivered in person, (ii) three (3) days after posting in the United States mail if sent by registered or certified mail return receipt requested, (iii) one Business Day after depositing with a reputable, nationally recognized overnight courier service if priority overnight service is specified, or (iv) delivered by telecopy and promptly confirmed by delivery in person or post as aforesaid in each case, with postage prepaid, addressed as follows:

46

or to such other address or addresses as the parties may from time to time designate in writing.

        Section 12.3    Assignment.    Purchaser shall not assign this Agreement or any part hereof without the prior written consent of Sellers. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Notwithstanding the foregoing, Purchaser may assign any of its rights and obligations under this Agreement (including, without limitation, its obligations under Section 5.6 and Section 5.7 hereof) (a) to a direct or indirect wholly-owned Subsidiary of Purchaser or (b) to Mirage or other Affiliates of Purchaser or Mirage in the event the merger contemplated to occur between Mirage and MGM shall not occur prior to Closing, so long as no such assignment delays the Closing or imposes additional costs on Sellers and provided that no such assignment will release Purchaser from its obligations hereunder and provided, further, that such assignee shall assume all of Purchaser's obligations hereunder, including without limitation, the obligations under Section 5.6 and Section 5.7 hereof.

        Section 12.4    Rights of Third Parties.    Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement.

        Section 12.5    Closing Costs.    Sellers and Purchaser shall each bear their respective costs of negotiating and completing this transaction, including attorneys' and accountants' fees. The fees charged by Escrowee, and any and all survey, title and recording fees, real and personal property transfer fees, documentary Taxes or fees, and the costs of all premiums with respect to the Title Policies in accordance with Section 6.10 shall be paid one-half by Sellers, on the one hand, and one-half by Purchaser, on the other hand, except that the costs of any coverage premiums for insurance in excess of that portion of the Purchase Price reasonably allocable to the Real Property Assets and the value of the real property held by the Companies shall be borne solely by Purchaser. Sellers and Purchaser, on or before the Closing Date, shall each deposit with Escrowee in immediately available funds on or prior to the Closing Date an amount sufficient to cover each party's costs set forth herein.

        Section 12.6    Governing Law.    This Agreement shall be construed and enforced in' accordance with the laws of the State of Nevada.

        Section 12.7    Captions: Counterparts.    The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

        Section 12.8    Entire Agreement.    This Agreement (including the Schedules, Exhibits and Annexes to this Agreement, which, although they may be bound separately, constitute part of this Agreement)

47


and that certain Confidentiality Agreement between Purchaser the parties relating to the transactions contemplated hereby (the "Confidentiality Agreement") constitute the entire agreement among the parties and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the transactions contemplated by this Agreement exist between the parties except as expressly set forth in this Agreement and the Confidentiality Agreement.

        Section 12.9    Amendments.    This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner as this Agreement and which makes reference to this Agreement.

        Section 12.10    Construction.    This Agreement is a result of negotiations among, and has been reviewed by Sellers, Parent and Purchaser, and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against Sellers, Parent, the Companies or Purchaser.

        Section 12.11    Effectiveness.    This Agreement shall become effective immediately upon execution of this Agreement by Purchaser and Sellers.

        Section 12.12    Consent to Jurisdiction.    Each of the parties hereto irrevocably submits to the exclusive jurisdiction of Clark County, Nevada for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto agrees, to the extent permitted under applicable rules of procedure, to commence any action, suit or proceeding relating hereto in the United States District Court of Nevada. Each of the parties hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth in Section 12.2 shall be effective service of process for any action, suit or proceeding in Clark County, Nevada with respect to any matters to which it has submitted to jurisdiction in this Section 12.12. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) Clark County, Nevada, or (ii) the United States District Court for the State of Nevada, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

        Section 12.13    WAIVER OF TRIAL BY JURY.    THE PARTIES HERETO HEREBY' WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BY EITHER PARTY AGAINST THE OTHER PARTY WITH RESPECT TO ANY MATTER ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT.

        Section 12.14    Time of the Essence.    The parties hereto agree that time is of the absolute essence, including the time and date on which all payments of money or deliveries of documents are required.

        Section 12.15    Further Assurances.    From time to time, at the request and expense of the requesting party, whether prior to, at or after the Closing, each party agrees to and shall execute and deliver such further instruments and take such other action as the requesting party may reasonably request in order to effectuate the transactions set forth herein.

        Section 12.16    Severability.    The invalidity or unenforceability of any one or more of the provisions of this Agreement or the Schedules hereto (or any portion thereof) shall not affect the validity or enforceability of any of the other provisions hereof (or the remaining portion thereof).

        Section 12.17    Cooperation.    Each party acknowledges that the other may be a party to audits, investigations and other proceedings following the Closing which relate to the Business or the Assets, and agrees to reasonably cooperate with such other party in connection with such proceedings.

48


        Section 12.18    No Recordation.    neither this Agreement, nor any memorandum or other notice of this Agreement, shall be recorded without Seller's prior written consent, which consent may be withheld in Seller's sole discretion.

        Section 12.19    Attorneys' Fees.    A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be entitled.

        Section 12.20    Limitation on Liability of Wynn.    With the exception of his obligations and duties arising under Section 5.6 and Section 5.7 of this Agreement, Wynn's liability under this Agreement shall not survive the Closing.

        Section 12.21    Survival of Terms.    Subject to Section 12.20 hereof and unless otherwise expressly otherwise provided herein to the contrary, the terms and conditions of this Agreement which are intended by their terms to survive the Closing, including without limitation, Sections 1.5, 2.1, 2.2, 3.3, 5.5, 5.6, 5.7, 6.3, 6.4, 6.6(c), 6.7, 6.9, 12.3, 12,5, 12,6, 12.8, 12.13, 12.14, 12.15, 12.16, 12. 17 and 12.19 and Articles 9 and 10 hereof, shall survive the Closing.

ARTICLE 13
LOSS BY FIRE OR OTHER CASUALTY; CONDEMNATION

        Section 13.1    Fire or Other Casualty; Condemnation.    In the event that prior to the Closing Date, a Material Portion of the Assets is destroyed or the Assets suffer Material Damage (either a "Material Casualty"), or if condemnation proceedings are commenced against all or a Material Portion of the Business Premises (a "Material Condemnation"), Sellers shall promptly give Purchaser written notice of the occurrence of such damage, destruction or condemnation proceeding. Purchaser shall then have the right, exercisable by giving notice of such decision to Sellers within 10 days after receiving such written notice from Sellers of such damage, destruction or condemnation proceedings, to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder and the Deposit, without interest, shall be returned to Purchaser. If notwithstanding the occurrence of a Material Casualty, or a Material Condemnation, Purchaser elects within such 10 day period to accept the Assets in their then condition, all proceeds of insurance (other than any business interruption insurance), after deducting all reasonable expenses of Sellers in repairing such damage, if any, or Sellers' share of any such condemnation awards (but exclusive of awards for business interruption) shall be paid or assigned to Purchaser at the Closing with no reduction in the Purchase Price. In the event that, after the Effective Date hereof, there is damage to the Assets which does not constitute a Material Casualty or which is caused by Purchaser, its inspectors or their respective employees or agents, Purchaser shall not have the right to terminate the Agreement by reason thereof, but shall proceed to Closing, in which event Sellers shall (A) credit the amount of the applicable insurance deductible against the Purchase Price (except if such casualty is caused by Purchaser, or Purchaser's Inspectors or their employees or agents), and (B) transfer and assign to Purchaser all of Sellers' right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Sellers with respect to the Business Premises, except those proceeds allocable to costs incurred by, and lost profits of, Sellers for the period prior to the Closing. In the event of condemnation which is not of a Material Condemnation, Purchaser shall not have the right to terminate this Agreement by reason thereof and all condemnation awards payable to Sellers by reason thereof shall be paid or assigned to Purchaser at the Closing with no reduction in the Purchase Price. This Article 13 is intended as an express provision with respect to destruction and condemnation which supersedes the provisions of the Nevada Uniform Vendor and Purchaser Risk Act NRS Section 113.030 et seq.

49

        IN WITNESS WHEREOF the parties have hereunto caused this Agreement to be duly executed as of the date first above written.

    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
  

 
 
By:
 
/s/  THOMAS M. SMITH      
       
Name:    Thomas M. Smith
Title:    President

 
 
SHERATON GAMING CORPORATION
  

 
 
By:
 
/s/  MARK LEFEVER      
       
Name:    Mark LeFever
Title:    Vice President—Treasurer

 
 
SHERATON DESERT INN CORPORATION
  

 
 
By:
 
/s/  MARK LEFEVER      
       
Name:    Mark LeFever
Title:    Vice President—Chief Operating Officer—Chief Financial Officer

 
 
VALVINO LAMORE, LLC
  

 
 
By:
 
/s/  STEPHEN A. WYNN      
       
Name:    Stephen A. Wynn
Title:    Sole Member
  

 
 
 
 
/s/  STEPHEN A. WYNN      
Stephen A. Wynn, an individual

50

TABLE OF CONTENTS


ARTICLE 1    PURCHASE AND SALE OF ASSETS
 
2

 
 
Section 1.1
 
Purchase and Sale of Assets
 
2

 
 
Section 1.2
 
Purchase Price
 
3

 
 
Section 1.3
 
Deposit
 
3

 
 
Section 1.4
 
Intentionally Omitted
 
3

 
 
Section 1.5
 
Purchase Price Adjustment
 
3

ARTICLE 2    INSPECTIONS; WAIVER OF DUE DILIGENCE; ESCROW
 
5

 
 
Section 2.1
 
Waiver of Purchaser's Due Diligence
 
5

 
 
Section 2.2
 
Escrow
 
7

ARTICLE 3    REPRESENTATIONS AND WARRANTIES
 
10

 
 
Section 3.1
 
Representations and Warranties of the Sellers
 
10

 
 
Section 3.2
 
Representations and Warranties of Purchaser. Purchaser represents and warrants to Sellers as follows:
 
14

 
 
Section 3.3
 
Purchase "As Is"
 
15

ARTICLE 4    COVENANTS AND AGREEMENTS OF SELLERS
 
17

 
 
Section 4.1
 
Conduct of Business
 
17

 
 
Section 4.2
 
HSR Act
 
19

 
 
Section 4.3
 
No Solicitations
 
19

 
 
Section 4.4
 
Notification
 
19

 
 
Section 4.5
 
Nonforeign Affidavit
 
19

 
 
Section 4.6
 
Water Rights
 
19

 
 
Section 4.7
 
Change of Name
 
19

ARTICLE 5    COVENANTS AND AGREEMENTS OF PURCHASER
 
19

 
 
Section 5.1
 
Certain Transactions
 
19

 
 
Section 5.2
 
HSR Act
 
20

 
 
Section 5.3
 
Gaming and Other Licenses
 
20

 
 
Section 5.4
 
Notification
 
20

 
 
Section 5.5
 
Confidentiality
 
21

 
 
Section 5.6
 
Transfer
 
21

 
 
Section 5.7
 
Timeshare; Right of First Refusal
 
22

ARTICLE 6    JOINT COVENANTS AND AGREEMENTS
 
23

 
 
Section 6.1
 
Support of Transaction
 
23

 
 
 
 
 
 
 

i


 
 
Section 6.2
 
Approvals
 
24

 
 
Section 6.3
 
Certain Employee Benefits Matters
 
24

 
 
Section 6.4
 
Multiemployer Plans. With respect to each Multiemployer Plan (as defined below), after the Closing:
 
26

 
 
Section 6.5
 
Intentionally Omitted
 
28

 
 
Section 6.6
 
Closings Under Certain Circumstances
 
28

 
 
Section 6.7
 
Post-Closing Cooperation
 
28

 
 
Section 6.8
 
Form of Instruments, Etc. to be Reasonably Satisfactory
 
28

 
 
Section 6.9
 
Additional Agreements of Sellers
 
28

 
 
Section 6.10
 
Title Policies
 
29

ARTICLE 7    CONDITIONS TO OBLIGATIONS
 
29

 
 
Section 7.1
 
Conditions to Obligations of Purchaser and Sellers
 
29

 
 
Section 7.2
 
Conditions to Obligations of Purchaser
 
29

 
 
Section 7.3
 
Conditions to the Obligations of Sellers
 
30

ARTICLE 8    TERMINATION
 
30

 
 
Section 8.1
 
Termination
 
30

 
 
Section 8.2
 
Effect of Termination
 
30

 
 
Section 8.3
 
Liquidated Damages
 
31

ARTICLE 9    INDEMNIFICATION
 
32

 
 
Section 9.1
 
Survival of Representations and Warranties
 
32

 
 
Section 9.2
 
Indemnification by Purchaser
 
32

 
 
Section 9.3
 
Indemnification by Sellers
 
34

 
 
Section 9.4
 
Losses Net of Insurance and Tax Benefits
 
35

 
 
Section 9.5
 
Exclusive Remedy
 
35

 
 
Section 9.6
 
Limitation on Liability Following Notice of Breach
 
35

ARTICLE 10    TAX ALLOCATION AND INDEMNIFICATION
 
36

 
 
Section 10.1
 
Intentionally Omitted
 
36

 
 
Section 10.2
 
Transfer Taxes
 
36

 
 
Section 10.3
 
Cooperation
 
36

 
 
Section 10.4
 
Survival
 
36

ARTICLE 11    CERTAIN DEFINITIONS
 
36

 
 
Section 11.1
 
Definitions
 
36

 
 
Section 11.2
 
Terms and Usage General
 
45

 
 
 
 
 
 
 

ii


ARTICLE 12    MISCELLANEOUS
 
46

 
 
Section 12.1
 
Waiver
 
46

 
 
Section 12.2
 
Notices
 
46

 
 
Section 12.3
 
Assignment
 
47

 
 
Section 12.4
 
Rights of Third Parties
 
47

 
 
Section 12.5
 
Closing Costs
 
47

 
 
Section 12.6
 
Governing Law
 
47

 
 
Section 12.7
 
Captions: Counterparts
 
47

 
 
Section 12.8
 
Entire Agreement
 
47

 
 
Section 12.9
 
Amendments
 
48

 
 
Section 12.10
 
Construction
 
48

 
 
Section 12.11
 
Effectiveness
 
48

 
 
Section 12.12
 
Consent to Jurisdiction
 
48

 
 
Section 12.13
 
WAIVER OF TRIAL BY JURY
 
48

 
 
Section 12.14
 
Time of the Essence
 
48

 
 
Section 12.15
 
Further Assurances
 
48

 
 
Section 12.16
 
Severability
 
48

 
 
Section 12.17
 
Cooperation
 
48

 
 
Section 12.18
 
No Recordation
 
49

 
 
Section 12.19
 
Attorneys' Fees
 
49

 
 
Section 12.20
 
Limitation on Liability of Wynn
 
49

 
 
Section 12.21
 
Survival of Terms
 
49

ARTICLE 13    LOSS BY FIRE OR OTHER CASUALTY; CONDEMNATION
 
49

 
 
Section 13.1
 
Fire or Other Casualty; Condemnation
 
49

iii



QuickLinks

ASSET AND LAND PURCHASE AGREEMENT dated as of April 28 2000 by and among Starwood Hotels & Resorts Worldwide, Inc. Sheraton Gaming Corporation Sheraton Desert Inn Corporation Valvino Lamore, LLC and Stephen A. Wynn

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Exhibit 10.2


FIRST AMENDMENT TO ASSET AND
LAND PURCHASE AGREEMENT

        This FIRST AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT ("Amendment") is executed as of the 26th day of May, 2000 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SHERATON GAMING CORPORATION and SHERATON DESERT INN CORPORATION (collectively, "Sellers") and VALVINO LAMORE, LLC and STEPHEN A. WYNN (collectively, "Purchaser").

RECITALS

        A.    Sellers and Purchaser executed that certain Asset and Land Purchase Agreement dated as of April 28, 2000 pursuant to which Sellers have agreed to sell and Purchaser has agreed to purchase The Desert Inn Hotel and Casino and other related assets (the "Original Purchase Agreement").

        B.    The Sellers and Purchaser desire to amend the Original Purchase Agreement to clarify certain reimbursement obligations, to revise the "Outside Date" for closing and other matters that are more fully set forth herein.

AGREEMENT

        NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the parties do hereby agree as follows:

        IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be duly executed as of the date first above written.

    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

 
 
By:
 
/s/ Thomas M. Smith
        Name:   Thomas M. Smith
        Title:   Senior Vice President

 
 
 
 
 
 
 
    SHERATON GAMING CORPORATION

 
 
By:
 
        Name:  
        Title:  

 
 
 
 
 
 
 
    SHERATON DESERT INN CORPORATION

 
 
By:
 
        Name:  
        Title:  

 
 
 
 
 
 
 
    VALVINO LAMORE, LLC

 
 
By:
 
        Name:   Stephen A. Wynn
        Title:   Sole Member

 
 
 
 
 
 
 
   
Stephen A. Wynn, an individual

2

        IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be duly executed as of the date first above written.

    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

 
 
By:
 
        Name:  
        Title:  

 
 
 
 
 
 
 
    SHERATON GAMING CORPORATION

 
 
By:
 
/s/ Mark Lefever
        Name:   Mark Lefever
        Title:   Vice President & Treasurer

 
 
 
 
 
 
 
    SHERATON DESERT INN CORPORATION

 
 
By:
 
/s/ Mark Lefever
        Name:   Mark Lefever
        Title:   Vice President, COO/CFO

 
 
 
 
 
 
 
    VALVINO LAMORE, LLC

 
 
By:
 
        Name:   Stephen A. Wynn
        Title:   Sole Member

 
 
 
 
 
 
 
   
Stephen A. Wynn, an individual

3

        IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be duly executed as of the date first above written.

    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

 
 
By:
 
        Name:  
        Title:  

 
 
 
 
 
 
 
    SHERATON GAMING CORPORATION

 
 
By:
 
        Name:  
        Title:  

 
 
 
 
 
 
 
    SHERATON DESERT INN CORPORATION

 
 
By:
 
        Name:  
        Title:  

 
 
 
 
 
 
 
    VALVINO LAMORE, LLC

 
 
By:
 
/s/ Stephen A. Wynn
        Name:   Stephen A. Wynn
        Title:   Sole Member

 
 
 
 
 
 
 
    /s/ Stephen A. Wynn
Stephen A. Wynn, an individual

4


Exhibit A

        

May    , 2000



Dear Marc:

        This letter of understanding supersedes any other previous agreement or arrangement, express or implied, relating to the subjects addressed in this letter. In recognition of the intent to sell The Desert Inn and to provide you with some measure of security, we are pleased to offer you a contingent change of control severance benefit. In the event The Desert Inn is sold and you are terminated for reasons other than cause within six months of the closing date of the sale, you will receive as your sole and exclusive severance benefit a lump sum payment equal to 12 months of your then-current base salary; provided, however, that if you are rehired by the purchaser of The Desert Inn or any of its affiliates, you will be required to refund as an offset any amounts you earn from that entity within the 12-month period following your termination.

        This benefit is conferred with the intent of providing management continuity for The Desert Inn leading up to any sale and immediately thereafter. This letter of understanding and the benefits conferred herein are in no way intended to alter the at-will nature of your employment with The Desert Inn. Further, we expect you to continue to perform your job duties at a high level and to remain a positive influence on the hotel and the other employees.

        If you have any questions, please do not hesitate to contact me.

    Sincerely,



 
 
 
    Mark Lefever
COO/CFO



 
 
 
ACCEPTED AND AGREED TO:      



 
 
 
    Date:  
Marc Rubinstein		    


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FIRST AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT
Exhibit A

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Exhibit 10.3


SECOND AMENDMENT TO ASSET AND
LAND PURCHASE AGREEMENT

        This SECOND AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT ("Second Amendment") is executed as of the 16th day of June, 2000 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SHERATON GAMING CORPORATION and SHERATON DESERT INN CORPORATION (collectively, "Sellers") and VALVINO LAMORE, LLC, STEPHEN A. WYNN, RAMBAS MARKETING CO., LLC., a Nevada limited liability company ("Rambas") and DESERT INN WATER COMPANY, LLC, a Nevada limited liability company (collectively, "Purchaser").

RECITALS

        A.    Sellers and Purchaser executed that certain Asset and Land Purchase Agreement dated as of April 28, 2000 pursuant to which Sellers have agreed to sell and Purchaser has agreed to purchase The Desert Inn Hotel and Casino and other related assets (the "Original Purchase Agreement").

        B.    The Original Purchaser Agreement was amended by a First Amendment to Asset and Land Purchase Agreement, executed as of May 26, 2000 (the "First Amendment," and together with the Original Purchase Agreement, the "Amended Agreement") and was partially assigned to Rambas and DIWC pursuant to Assignment and Assumption Agreements.

        C.    The Sellers and Purchase desire to amend the provisions of Section 5.6 of the Amended Agreement as more fully set forth herein.

AGREEMENT

        NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the parties do hereby agree as follows:

        IN WITNESS WHEREOF, the parties have hereunto caused this Second Amendment to be duly executed as of the date first above written.

    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.



 
 
 
 
    By: /s/  THOMAS SMITH      
      Name: Thomas Smith
      Title: Senior Vice-President



 
 
 
 
    SHERATON GAMING CORPORATION



 
 
 
 
    By: /s/  THOMAS SMITH      
      Name: Thomas Smith
      Title: Vice-President



 
 
 
 
    SHERATON DESERT INN CORPORATION



 
 
 
 
    By: /s/  MARK LEFEVER      
      Name: Mark Lefever
      Title: Vice President



 
 
 
 
    VALVINO LAMORE, LLC



 
By:
/s/  STEPHEN A. WYNN      
      Name: Stephen A. Wynn
      Title: Sole Member



 
 
 
 
      /s/  STEPHEN A. WYNN      
Stephen A. Wynn, an individual



 
 
 
 
    DESERT INN WATER COMPANY, LLC,
a Nevada limited liability company



 
 
 
 
    By: /s/  STEPHEN A. WYNN      
      Name: Stephen A. Wynn
      Title: Sole Member

2
 
 
 
 
 
    RAMBAS MARKETING CO., LLC,
a Nevada limited liability company



 
 
 
 
 
    By: VALVINO LAMORE, LLC
Its: Sole Member



 
 
 
 
 
      By: /s/  STEPHEN A. WYNN      
        Name: Stephen A. Wynn
        Title: Member

3



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SECOND AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT

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Exhibit 10.4


THIRD AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT

        THIS THIRD AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT ("Third Amendment") is executed as of the 22nd day of June, 2000 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SHERATON GAMING CORPORATION and SHERATON DESERT INN CORPORATION (collectively, "Sellers") and VALVINO LAMORE, LLC ("VL"), STEPHEN A. WYNN ("WYNN"), RAMBAS MARKETING CO., LLC., a Nevada limited liability company ("Rambas") and DESERT INN WATER COMPANY, LLC, a Nevada limited liability company ("DIWC"; together with Rambas, Wynn and VL, the "Purchaser").

RECITALS

        A.    Sellers and Purchaser executed that certain Asset and Land Purchase Agreement dated as of April 28, 2000 pursuant to which Sellers have agreed to sell and Purchaser has agreed to purchase The Desert Inn Hotel and Casino and other related assets (the "Original Purchase Agreement").

        B.    The Original Purchaser Agreement was amended by a First Amendment to Asset and Land Purchase Agreement, executed as of May 26, 2000 (the "First Amendment") and Purchaser's rights and obligations under the Original Purchase Agreement, as amended, were partially assigned to Rambas and DIWC pursuant to Assignment and Assumption Agreements.

        C.    The Original Purchase Agreement was further amended by a Second Amendment to Asset and Land Purchase Agreement, executed as of June 16, 2000 (the "Second Amendment"). The Original Purchase Agreement as amended by the First Amendment and the Second Amendment and as partially assigned, is referred to herein as the "Purchase Agreement").

        D.    Purchasers have now received all Gaming Permits approvals necessary to consummate the transactions contemplated by the Agreement, as heretofore amended, and the parties therefore intend to close this transaction on site at the Business effective as of 12:01 a.m., June 23, 2000.

        E.    In preparation for the Closing, the parties have found themselves in dispute over a number of items which they wish to resolve fully and finally prior to Closing.

        NOW, THEREFORE, in consideration of the foregoing Recitals, the covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AMENDMENT

        1.    Capitalized terms not otherwise defined herein shall have the meanings assigned to them in them in the Purchase Agreement.

        2.    The Purchase Agreement is hereby amended by adding thereto new Section 1.4 as follows:

        3.    Section 1.5 of the Purchase Agreement, including without limitation all references therein to GAAP and or to consistency with "past practices", is hereby deemed amended and modified to reflect each of the following agreements of the parties, which shall apply in the calculation of both the Estimated Closing Net Capital Working Amount and for the final calculations of the Closing Net Working Capital:

2

        Subsection (g), above, shall not be construed to supersede the dispute resolution provisions set forth in Section 1.5 (c) of the Purchase Agreement. However, to the extent of any inconsistency between the terms of this Section 3 and the terms of the Original Purchase Agreement and any prior amendment thereto, the terms of this Section 3 shall be controlling.

        4.    Section 2.2 of the Purchase Agreement is hereby amended to reflect the following:

        5.    Purchaser acknowledges that from time to time since the date of the Original Purchase Agreement Sellers have, directly or through their counsel, advised Purchaser of additional facts, including litigation and additional contracts, not previously scheduled in the Original Purchase Agreement. Purchaser further acknowledges that with respect to those Contracts for which consent is required in connection with the assignment thereof, Sellers have requested such consents, the majority of which requests have not been answered. Sellers make no representation or warranty as to the efficacy of any assignment or purported assignment of such Contracts.

3

        6.    With respect to Section 6.6 of the Purchase Agreement, the parties acknowledge that they have not yet received PUC approval for the transfer of the DIIC Shares. Accordingly, solely for purposes of agreeing upon the form of documentation and to avoid the necessity of a subsequent closing, the parties are, concurrently with the Closing, depositing with Escrowee undated lost certificate affidavits, stock powers, assignment and assumption agreements and other documents, including undated resignations of certain officers and directors of DIIC and have instructed Escrowee to withhold from the Purchase Price to be disbursed to Sellers at Closing the amount of the DIIC Shares Consideration, which monies shall not be disbursed to Sellers except upon lawful transfer of the DIIC Shares. The parties agree that the DIIC Shares Consideration shall constitute that portion of the Purchase Price which is allocable to the DIIC Shares, which the parties agree is $17,500.

        7.    The draft escrow settlement statement, attached hereto as Schedule 2, accurately reflects the Parties' agreement as to allocation of the purchase price to Real Property Assets and the Starwood Timeshare Interests and the DI Timeshare Interests.

        8.    Section 11.1 of the Purchase Agreement is hereby amended as follows:

        9.    Sellers shall receive a credit at Closing for the sum of outstanding charges due under the Occupancy Agreement dated May 26, 2000 between SDIC on the one hand and Wynn and VL on the other hand, and subject to Section 3(g) of this Amendment, Purchaser shall receive a credit at Closing in the amount of $47,000 representing the liability under the Starwood Preferred Guest Program.

        10.  Pursuant to Section 2.1(e) of the Purchase Agreement, Purchaser has notified Sellers of Purchaser's objection to the lis pendens filed June 21, 2000, in connection with Case No. A415224 (the "Lis Pendens") as an Unpermitted Exception. Sellers have accordingly caused Title Company to commit to issue the Title Policy without showing as an exception thereto the Lis Pendens.

        11.  The Purchase Agreement, as modified by this Amendment, shall continue in full force and effect, and this Amendment shall constitute a part of the Purchase Agreement. All references in the Purchase Agreement to itself shall be deemed references to the Purchase Agreement as amended hereby.

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        IN WITNESS WHEREOF, the parties have hereunto caused this Second Amendment to be duly executed as of the date first above written.

    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

 
 
By:
 
/s/  THOMAS M. SMITH      
        Name:
Title:		   Thomas Smith
Senior Vice President

 
 
SHERATON GAMING CORPORATION

 
 
By:
 
/s/  THOMAS M. SMITH      
        Name:
Title:		   Thomas Smith
Vice President

 
 
SHERATON DESERT INN CORPORATION

 
 
By:
 
/s/  MARK LEFEVER      
        Name:
Title:		   Mark Lefever
COO/CFO, Vice President

 
 
VALVINO LAMORE, LLC

 
 
By:
 
/s/  STEPHEN A. WYNN      
        Name:
Title:		   Stephen A. Wynn
Sole Member

 
 
/s/  STEPHEN A. WYNN      
Stephen A. Wynn, an individual

 
 
DESERT INN WATER COMPANY, LLC,
A NEVADA LIMITED LIABILITY COMPANY

 
 
By:
 
/s/  STEPHEN A. WYNN      
        Name:
Title:		   Stephen A. Wynn
Sole Member

 
 
RAMBAS MARKETING CO., LLC,
A NEVADA LIMITED LIABILITY COMPANY LLC

 
 
By:
 
Valvino Lamore
        Its:    Sole Member

 
 
 
 
By:
 
/s/  STEPHEN A. WYNN      
            Name:
Title:		   Stephen A. Wynn
Sole Member

5



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THIRD AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT

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Exhibit 10.5


FOURTH AMENDMENT TO ASSET AND
LAND PURCHASE AGREEMENT

        This FOURTH AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT ("Fourth Amendment") is executed as of the 27th day of October, 2000 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SHERATON GAMING CORPORATION and SHERATON SGC SUB CORPORATION (f/k/a SHERATION DESERT INN CORPORATION) (collectively, "Sellers") and VALVINO LAMORE, LLC ("VL"), STEPHEN A. WYNN ("Wynn"), RAMBAS MARKETING CO., LLC. ("Rambas") and DESERT INN WATER COMPANY, LLC ("DIWC"; together with Rambas, Wynn and VL, the "Purchaser").

RECITALS

        A.    Sellers and Purchaser executed that certain Asset and Land Purchase Agreement dated as of April 28, 2000 pursuant to which Sellers agreed to sell and Purchaser agreed to purchase The Desert Inn Hotel and Casino and other related assets (the "Original Purchase Agreement").

        B.    The Original Purchase Agreement was amended by (i) a First Amendment to Asset and Land Purchase Agreement, executed as of May 26, 2000 (the "First Amendment"), (ii) a Second Amendment to Asset and Land Purchase Agreement, executed as of June 16, 2000 (the "Second Amendment"), and (iii) a Third Amendment to Asset and Land Purchase Agreement, executed as of June 22, 2000 (the "Third Amendment"). The Original Purchase Agreement as amended by the First Amendment, the Second Amendment and the Third Amendment is referred to herein as the "Purchase Agreement."

        C.    Subsequent to Closing, the parties found themselves in dispute concerning the calculation of Closing Net Working Capital.

        D.    The parties are nearing a resolution of their dispute concerning the calculation of Closing Net Working Capital and desire to extend certain timetables set forth in the Purchase Agreement in order to provide additional time to finally resolve such dispute.

        Now, THEREFORE, in consideration of the foregoing Recitals, the covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AMENDMENT

        1.    Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement.

        2.    Pursuant to Section 1.5(c) of the Purchase Agreement, if Sellers did not agree with Purchaser's calculation of the Closing Net Working Capital, Sellers were entitled to a forty-five (45) day period after receipt of Purchaser's calculation of the Closing Net Working Capital to provide Purchaser with written notice of such disagreement. The parties hereby amend the Purchase Agreement to provide that such forty-five (45) day period is extended to, and shall expire on, November 17, 2000. The remainder of the dispute resolution provisions set forth in Section 1.5(c) of the Purchase Agreement shall remain in full force and effect.

        3.    The Purchase Agreement, as modified by this Fourth Amendment, shall continue in full force and effect, and this Fourth Amendment shall constitute a part of the Purchase Agreement. All references in the Purchase Agreement to itself shall be deemed references to the Purchase Agreement as amended hereby.

        4.    This Fourth Amendment may be signed in one or more counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. Facsimile copies hereof and facsimile signatures hereon shall have the force and effect of originals.


        IN WITNESS WHEREOF, the parties have hereunto caused this Fourth Amendment to be duly executed as of the date first above written.

    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

 
 
By:
 
/s/ Thomas M. Smith
        Name:   Thomas M. Smith
        Title:   Senior Vice President

 
 
SHERATON GAMING CORPORATION

 
 
By:
 
/s/ Thomas M. Smith
        Name:   Thomas M. Smith
        Title:   Vice-President

 
 
SHERATON SGC SUB COPORATION (f/k/a SHERATON DESERT INN CORPORATION)

 
 
By:
 
/s/ Thomas M. Smith
        Name:   Thomas M. Smith
        Title:   President

 
 
Valvino Lamore, LLC

 
 
By:
 
/s/ Stephen A. Wynn
        Name:   Stephen A. Wynn
        Title:   Manager

 
 
/s/ Stephen A. Wynn
Stephen A. Wynn, an individual

 
 
Desert Inn Water Company, LLC

 
 
By:
 
/s/ Stephen A. Wynn
        Name:   Stephen A. Wynn
        Title:   Sole Member

 
 
Rambas Marketing Co., LLC

 
 
By:
 
Valvino Lamore, LLC
        Its:   Sole Member

 
 
 
 
By:
 
/s/ Stephen A. Wynn
            Name:   Stephen A. Wynn
            Title:   Manager

2



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FOURTH AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT

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Exhibit 10.6


FIFTH AMENDMENT TO ASSET AND
LAND PURCHASE AGREEMENT

        This FIFTH AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT ("Fifth Amendment") is executed as of the 3RD day of November, 2000 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SHERATON GAMING CORPORATION and SHERATON SGC SUB CORPORATION (f/k/a SHERATION DESERT INN CORPORATION) (collectively, "Sellers") and VALVINO LAMORE, LLC, STEPHEN A. WYNN, RAMBAS MARKETING CO., LLC. and DESERT INN WATER COMPANY, LLC (collectively, "Purchaser").

RECITALS

        A.    The parties are signatory to that certain Asset and Land Purchase Agreement dated as of April 28, 2000, as amended by First Amendment dated May 26, 2000, Second Amendment dated June 16, 2000, Third Amendment dated as of June 22, 2000 ("Third Amendment") and Fourth Amendment dated as of October 27, 2000 (all such documents collectively, as so amended, the "Agreement").

        B.    Closing as defined under the Agreement has occurred, Sellers have submitted the Updated Calculation, Purchaser has submitted its calculation of Closing Net Working Capital, each as defined in the Agreement; Seller has informally objected thereto, and the parties are in substantial dispute with respect to numerous items affecting the calculation of Closing Net Working Capital.

        C.    The parties desire to resolve all such disputes, to amend the Agreement to clarify Paragraph 5.6 thereof, and also to make several other changes to the Agreement.

        NOW, THEREFORE, in consideration of the foregoing Recitals, the covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AMENDMENT

          1.    Definitions.    Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

          2.    New Members in Valvino Lamore, LLC.    Nothing contained in Paragraph 5.6 nor in any other provision of the Agreement shall be construed to require Parent's or Sellers' consent to, or otherwise preclude the admission by Valvino Lamore, LLC, of one or more members in addition to Stephen A. Wynn, so long as Stephen A. Wynn remains in control of Valvino Lamore, LLC, either as its sole Manager or, if Valvino Lamore, LLC, is later governed by a Board of Managers, as the controlling member of such Board of Managers.

          3.    Deficit Amount.    The Deficit Amount referred to in Section 1.5(d) is hereby conclusively deemed for all purposes to be the sum of $1,000,000, inclusive of interest accruing through the fifth (5th) business day following execution and delivery by Sellers and Purchaser of this Fifth Amendment, and, accordingly, Parent will, within such five (5) Business Day period, pay to Valvino Lamore, LLC, the sum of $1,000,000 in full satisfaction of any and all obligations of Sellers to pay the Deficit Amount and interest thereon. Each party acknowledges that the foregoing figure represents the settlement of a substantial dispute, and that neither Purchaser nor Sellers have agreed to the calculations of the other. Each party, having had the opportunity to review the calculations of the other with its accountants and legal counsel, has agreed on the settlement described above. Accordingly, notwithstanding any future discovery of the existence or amount of any fact, circumstance, condition, asset, obligation or liability (collectively, "New Information"), knowledge of which New Information would or could have affected either Sellers' or Purchaser's willingness to enter into this Fifth Amendment, there shall be no further adjustment of Closing Net Working Capital nor any liability on the part of the either Sellers or Purchaser on account of any such New Information. Without limitation of the foregoing, Sellers'


indemnity obligations, whether pursuant to Paragraph 9.3 of the Agreement or otherwise, shall not extend to or be affected by any New Information which could or might have affected the calculation of Closing Net Working Capital, nor shall any such New Information be included in the calculation of Sellers' Threshold Amount pursuant to Paragraph 9.3(b) of the Agreement. Sellers and Purchaser waive to the full extent permitted by law any provision of any applicable law which would otherwise afford either of them the ability to assert any liability on the part of the other by reason of any such New Information.

          4.    Receivables Payment.    Notwithstanding the provisions of Paragraph 3, above, concurrently with Sellers' payment of the Deficit Amount, Sellers shall pay to Purchaser the sum of $346,871 (the "Receivables Payment"), representing reimbursement to Purchaser for funds erroneously paid to Sellers after the Closing in the gross amount of $361,978 by account debtors or credit card companies on account of Accounts Receivable of the Business purchased by Purchaser, less credit card fees of $15,107 paid by Sellers with respect thereto. Upon payment of the Receivables Payment, Purchaser forever releases and discharges Sellers from any and all further obligations with respect to the Accounts Receivable as of September 30, 2000; provided, however, that Sellers shall continue to account to Purchaser for any collections that Sellers may receive after September 30, 2000, on account of the Accounts Receivable, and that Purchaser will account to Sellers for any credit card charges paid by Sellers after September 30, 2000 with respect to Accounts Receivable.

          5.    Long-Distance Telephone Charges.    Purchaser acknowledges that at Purchaser's request, Sellers refrained until recently from canceling Sellers' contract for long-distance telephone service from the Property. Without limiting its obligations under the Agreement as in effect immediately prior to execution of this Fifth Amendment, Purchaser confirms its obligation and agreement to indemnify and hold Sellers harmless from any and all claims, demands, damages, losses, liabilities, costs and expenses, arising out of the continuation of that contract (insofar as the same applied to the Property) from and after the Closing.

          6.    Availability of Certain Books and Records.    Purchaser shall make available to Sellers the books and records of the Business pertaining to periods ending prior to June 23, 2000, including, without limitation, all cancelled checks, bank statements, marker information and bank reconciliations applicable to operations of the Business through June 22, 2000. Upon request by Sellers, Purchaser will copy any such books and records and deliver same to Sellers, the costs of such copying and delivery to be shared equally between Purchaser and Sellers.

          7.    Cooperation in Audits.    Without limiting Purchaser's obligations pursuant to Paragraphs 6.7 (Post-Closing Cooperation) and 10.3 (Cooperation) of the Agreement, Purchaser acknowledges Sellers' current need for assistance from Mark LeFever and Marc Rubinstein in connection with currently pending income tax and gaming tax audits of Sellers' operation of the Business, and Seller's obligation under applicable Gaming Laws to file final financial statements for the Business as conducted by Sellers through and including June 22, 2000. Accordingly, for so long as either may continue to be employed by Purchaser, Purchaser will make Mark LeFever and Marc Rubinstein available for consultation with Sellers and authorize Mark LeFever to execute a financial representation letter to Arthur Andersen in customary form to the effect that such final statements are true and correct to the best of his knowledge and belief.

          8.    Further Assurances.    The parties agree to execute such further documents and take such further actions as may be necessary or reasonably requested by either Sellers or Purchaser to effectuate the purposes of this Amendment.

          9.    Continued Force and Effect.    As amended hereby, the Agreement shall continue in full force and effect, and this Fifth Amendment shall constitute a part of the Agreement. All references in the Agreement to itself shall be deemed references to the Agreement as amended hereby.

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        10.    Counterparts.    This Fifth Amendment may be signed in one or more counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. Facsimile copies hereof and facsimile signatures hereon shall have the force and effect of originals.

        IN WITNESS WHEREOF, the undersigned have caused this Fifth Amendment to Asset and Land Purchase Agreement to be executed by their officers thereunder duly authorized, as of the day and year first above written.

    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
  

 
 
By:
 
/s/  THOMAS M. SMITH      
       
Name:    Thomas M. Smith
Title:    Vice-President

 
 
SHERATON GAMING CORPORATION
  

 
 
By:
 
/s/  THOMAS M. SMITH      
       
Name:    Thomas M. Smith
Title:    Vice-President

 
 
SHERATON SGC SUB COPORATION
f/k/a SHERATON DESERT INN CORPORATION
  

 
 
By:
 
/s/  THOMAS M. SMITH      
       
Name:    Thomas M. Smith
Title:    President

 
 
VALVINO LAMORE, LLC
  

 
 
By:
 
/s/  STEPHEN A. WYNN      
       
Name:    Stephen A. Wynn
Title:    Manager
  

 
 
 
 
/s/  STEPHEN A. WYNN      
Stephen A. Wynn, an individual

 
 
DESERT INN WATER COMPANY, LLC,
a Nevada limited liability company
  

 
 
By:
 
/s/  STEPHEN A. WYNN      
       
Name:    Stephen A. Wynn
Title:    Sole Member

3


 
 
RAMBAS MARKETING CO., LLC,
a Nevada limited liability company

 
 
By:
 
Valvino Lamore, LLC
Its:    Sole Member
  

 
 
 
 
By:
 
/s/  STEPHEN A. WYNN      
           
Name:    Stephen A. Wynn
Title:    Manager

4



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FIFTH AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT

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Exhibit 10.8


LEASE AGREEMENT

between

VALVINO LAMORE, LLC,

Landlord

and

WYNN RESORTS, LLC,

Tenant

Dated November 1, 2001



TABLE OF CONTENTS

 
    
   Page

SECTION 1
 
DEMISED PREMISES
 
1

SECTION 2
 
TERM
 
1

SECTION 3
 
RENT
 
2

SECTION 4
 
GAMING
 
2

SECTION 5
 
POSSESSION AND SURRENDER OF THE PREMISES
 
3

SECTION 6
 
USE OF PREMISES; EXCLUSIVITY
 
3

SECTION 7
 
ALTERATIONS AND IMPROVEMENTS
 
5

SECTION 8
 
PARKING AND COMMON AREAS
 
5

SECTION 9
 
TAXES
 
5

SECTION 10
 
UTILITIES
 
6

SECTION 11
 
MAINTENANCE AND REPAIRS
 
6

SECTION 12
 
LIENS
 
7

SECTION 13
 
INSURANCE
 
7

SECTION 14
 
DESTRUCTION OF PREMISES; CONDEMNATION
 
9

SECTION 15
 
INDEMNIFICATION
 
10

SECTION 16
 
SUBORDINATION
 
10

SECTION 17
 
ASSIGNMENT AND SUBLETTING
 
11

SECTION 18
 
INSOLVENCY AND DEATH
 
11

SECTION 19
 
RECORDS AND BOOKS OF ACCOUNT
 
11

SECTION 20
 
RIGHT OF ACCESS
 
12

SECTION 21
 
ESTOPPEL CERTIFICATE
 
12

SECTION 22
 
EXPENDITURES BY LANDLORD
 
12

SECTION 23
 
DEFAULT
 
12

SECTION 24
 
MISCELLANEOUS
 
14

i


LEASE AGREEMENT

        THIS LEASE AGREEMENT (this "Lease") is entered into as of the 1st day of November, 2001 by and between Valvino Lamore, LLC, a Nevada limited liability company ("Landlord"), and Wynn Resorts, LLC, a Nevada limited liability company ("Tenant").

WITNESSETH:

        WHEREAS, Landlord is the owner of a building located at 3145 Las Vegas Blvd. South, in Clark County, Nevada (the "Building").

        WHEREAS, Landlord desires to lease to Tenant and Tenant desires to lease from Landlord an area located in the Building upon the terms and conditions hereinafter set forth;

        NOW, THEREFORE, in consideration of the terms, covenants, conditions and provisions hereinafter set forth and other good and valuable consideration, it is hereby mutually agreed by and between Landlord and Tenant as follows:

SECTION 1
DEMISED PREMISES

        1.1  Landlord hereby leases to Tenant and Tenant hereby leases from Landlord commercial premises within the Building, consisting of 3,015 square feet of floor space for the gallery and attached retail, office and storage space, 225 square feet of floor space for the coffee concession and 1,052 square feet of floor space for additional back-of-house storage space, for a total of 4,292 square feet of floor space ("Total Square Feet"), as more particularly depicted on Exhibit "A" attached hereto, plus all fixtures, equipment and property located therein or thereon (the "Premises"). Landlord reserves to itself the use of the roof, exterior walls and the area above and below the Premises together with the right to install, maintain, use, repair and replace pipes, ducts, conduits, wires and structural elements now or in the future leading through the Premises and which serve other parts of the Building, except that such rights shall not materially interfere with Tenant's right to visibility, egress and operations. Except as otherwise provided in Section 1.2 hereof, Tenant shall be solely responsible for all necessary improvements, build-out, furnishings, fixtures and equipment for the Premises, which shall be in accordance with drawings and specifications subject to Landlord's prior written approval.

        1.2  Tenant shall be responsible, at its sole cost, for decorating, fixturizing and equipping the interior of the Premises, including, without limitation, floor and wall coverings, duct work for distribution of air conditioning and heating within the Premises, electrical wiring from a panel, furnishings, decorations, light fixtures and interior doors ("Tenant's Work"). If requested by Landlord, Tenant shall use only union labor to perform Tenant's Work. In addition, Tenant agrees that the proposed furnishings, fixtures, floor and wall covering, decor, architectural layout and color scheme for the Premises shall be subject to the prior written approval of Landlord (which approval shall not be unreasonably withheld or delayed).

SECTION 2
TERM

        2.1  This Lease shall be effective as of November 1, 2001. The term of the Lease (the "Lease Term") and payment of Rent (as defined in Section 3.1 hereof) shall commence (the "Commencement Date") on the day that Tenant commences the conduct of its business upon the Premises, and shall continue for a period of one (1) year thereafter unless terminated earlier as elsewhere herein provided. On or before the Commencement Date, Tenant shall provide Landlord the following:

Within ten (10) days after Tenant opens for business on the Premises, Tenant shall also provide Landlord with a written acknowledgment of the Commencement Date.

        2.2  In the event Tenant is not then in default of its obligations hereunder beyond any applicable cure period and this Lease has not previously been terminated, after the expiration of the initial Lease Term, the Lease Term shall continue on a month-to-month basis for up to an additional twenty-four (24) months (after the expiration of the initial Lease Term), upon the same terms and conditions as are set forth in this Lease. At any time during any such extension of the initial Lease Term, either party may terminate the Lease by delivering written notice no later than ten (10) days prior to the expiration of any thirty (30) day extension period. In the event that such notice is not given within such time period, the Lease shall continue in effect.

        2.3  Should Tenant hold possession of the Premises with the consent of Landlord after the expiration of the Lease Term, such holding over shall create a tenancy from month-to-month only, upon the same terms and conditions as are hereinafter set forth, except that the Rent shall be one hundred twenty-five percent (125%) of the Rent being charged at the time of expiration of the Lease Term.

SECTION 3
RENT

        3.1  During the Lease Term, Tenant shall pay as monthly rent for the Premises the sum of Six Thousand Seven Hundred and Fifty Dollars ($6,750.00) per month (the "Rent"). The Rent shall be due and payable in advance on the first (1st) day of each month during the Lease Term.

        3.2  On the forty-fifth (45th) day of the Lease Term, and thereafter, every ninety (90) days, the Rent shall be adjusted (each, an "Adjustment Date") by the parties, who shall negotiate the adjustment in good faith taking into account net operating income generated by the business conducted by Tenant on the Premises.

        3.3  All rents and other monies required to be paid by Tenant hereunder shall be paid to Landlord without deduction or offset, prior notice or demand, in lawful money of the United States of America, at the Building or at such other place as Landlord may from time to time designate in writing.

        3.4  If Tenant fails to pay, when due and payable, any Rent or any other amounts or charges to be paid by Tenant hereunder within ten (10) days after written notice from Landlord that the amount is past due, such unpaid amounts shall bear interest from the due date thereof to the date of payment at a rate equal to the prime rate of interest last ascertained by the Commissioner of Financial Institutions of the State of Nevada pursuant to Nevada Revised Statutes 99.040, plus five (5) percentage points (the "Default Rate").

SECTION 4
GAMING

        4.1  No slot machines or other gambling game or device shall be permitted on the Premises. Tenant acknowledges that Landlord may conduct gaming operations in the Building and that Landlord shall have the absolute right to terminate this Lease in the event any state or local governmental authority regulating gaming activities orders or requests that Landlord do so.

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        4.2  Tenant acknowledges that Landlord and its affiliates may apply for gaming licenses and that such licenses would be of vital importance to Landlord's business. In this regard, if Landlord so applies, Tenant agrees to comply with all reasonable requests made by Landlord for information concerning Tenant's background, which may include, without limitation, completion by Tenant of Landlord's standard form of Corporate Background Questionnaire and/or Personal Background Questionnaire, as appropriate. Landlord may immediately terminate this Agreement in the event that (a) Tenant fails to comply with information requests as set forth in the foregoing sentence; or (b) Landlord determines, in its sole discretion, that continued association with Tenant would jeopardize any gaming license held or pursued by Landlord or any of its affiliates.

SECTION 5
POSSESSION AND SURRENDER OF THE PREMISES

        5.1  Tenant shall, by entering upon and occupying the Premises, be deemed to have accepted the Premises in their existing condition, and Landlord shall not be liable for any patent defect therein. Landlord warrants only that it has no actual knowledge of any existing defects as of the effective date of this Lease.

        5.2  Upon the expiration or sooner termination of the Lease Term, Tenant shall, at its sole cost and expense, within fifteen (15) days after receipt of written notice, remove all personal property and trade fixtures which Tenant has installed or placed on the Premises ("Tenant's Property") from the Premises and repair all damage thereto resulting from such removal, and Tenant shall thereupon surrender the Premises in the same condition as on the Commencement Date, reasonable wear and tear excepted, broom clean. In the event Tenant fails to remove any of Tenant's Property as provided herein, Landlord may, but is not obligated to, at Tenant's expense, remove all of such property not so removed and repair all damage to the Premises resulting from such removal, and Landlord shall have no responsibility to Tenant for any loss or damage to Tenant's Property caused by, or resulting from, such removal or otherwise. In the event any amount due Landlord pursuant to this Lease has not been paid at the expiration or termination of this Lease, Landlord shall have the right to sell or dispose of Tenant's Property as Landlord so chooses as partial satisfaction of the amount past due.

SECTION 6
USE OF PREMISES; EXCLUSIVITY

        6.1  The Premises are leased to Tenant solely for the purpose of the operation of an art gallery and museum and a retail shop for sale of catalogues, postcards, replicas, souvenirs and the like, related to the art displayed by Tenant in the Premises. Tenant shall not use or suffer to be used the Premises, or any portion thereof, for any other purpose or purposes whatsoever, without Landlord's prior written consent, which consent may be withheld in Landlord's absolute discretion.

        6.2  Tenant acknowledges that Landlord may enter into other leases within the Building and that the products offered or sold hereunder may create a conflict with the products offered or sold by such other lessees. In the event of a controversy between Tenant and Landlord or Tenant and the lessee or operator of any other business in the Building relating to the type or selling price of any product to be sold in or from the Premises, Landlord shall have the sole right to resolve such controversy and such decision shall be binding on all parties involved. In the event that Tenant fails or refuses to abide by the decision of Landlord, such failure or refusal shall be deemed a material breach and event of default.

        6.3  Tenant shall not permit or suffer anything to be done, or kept upon the Premises which will obstruct or interfere with the rights of other tenants, Landlord or the patrons and customers or any of them, or which will annoy any of them by reason of unreasonable noise or otherwise, nor will Tenant

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commit or permit any nuisance on the Premises or commit or suffer any immoral or illegal act to be committed thereon. Tenant shall not, without Landlord's prior written approval:

        6.4  Tenant shall, at all times during the Lease Term, comply with all governmental rules, regulations, ordinances, statutes and laws, now or hereafter in effect pertaining to the Building, the Premises or Tenant's use thereof.

        6.5  Tenant hereby covenants and agrees that it, its agents, employees, servants, contractors, subtenants and licensees shall abide by any and all reasonable rules and regulations as Landlord may, from time to time, adopt for the safety, care and cleanliness of the Premises or the Building.

        6.6  Tenant intends to conduct its business in the Premises no less than six (6) hours per day. Tenant may reduce its hours of operation with prior written consent from Landlord, which consent will not be unreasonably withheld. Notwithstanding anything herein to the contrary, Tenant shall have the right to close the Premises for up to thirty (30) days each calendar year for refurbishment of the Premises.

        6.7  All of Tenant's signage is subject to Landlord's approval. Tenant understands and agrees that all of its signage must be compatible with the Building's décor. Therefore, and without limiting the generality of the foregoing provisions of this subsection, Tenant agrees that Landlord may limit the size of Tenant's logo on any signage. Additionally, Tenant shall be allowed to attach signage to the exterior of the Premises as permitted by local permitting authorities and as approved by Landlord. Landlord shall cooperate with Tenant in seeking necessary permits or licenses for any such exterior signage.

        6.8  Tenant shall not use the name "Desert Inn" or any other name that Landlord shall use to refer to the Building, or its business in the Building, from time to time or any derivation thereof (the "Landlord's Name"), other than "Wynn Resorts" and "Wynn Collection", in connection with, or as part of, Tenant's business, without the prior written consent of Landlord. In the event that Landlord allows Tenant to use the Landlord's Name in advertising, such use shall be deemed a nonexclusive license or privilege only which confers no property rights therein, and such license or privilege may be revoked by Landlord at any time, in which event Tenant shall immediately cease the use of the Landlord's Name. The Landlord's permission to use the Landlord's Name shall not be deemed to abridge the right of Landlord to grant or license the use of the Landlord's Name to any other person at any other time. Tenant shall have no right to use any Landlord owned or licensed trademarks or copyrights without the prior written consent of Landlord. Any rights to use Landlord's owned or licensed trademarks or copyrights on Tenant's merchandise shall be nonexclusive and the subject of a separate agreement.

        6.9  Tenant acknowledges that the maintenance of Landlord's and the Building's reputation and the goodwill of all of Landlord's guests and invitees is absolutely essential to Landlord and that any impairment thereof whatsoever will cause great damage to Landlord. Tenant therefore covenants that it

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shall operate the Premises in accordance with the highest standards of honesty, integrity, quality and courtesy so as to maintain and enhance the reputation and goodwill of Landlord and the Building. Tenant shall continuously monitor the performance of each of Tenant's employees at the Premises to insure that such standards are consistently maintained. Tenant further agrees, as a material inducement to Landlord, that repeated failure to maintain such standards or repeated complaints from customers or guests which Landlord after consultation with Tenant determines have a factual basis shall be deemed a material breach of this Lease by Tenant and an event of default.

        6.10 Tenant shall not cause or permit its employees to enter upon those areas of the Building which are designated "Employees Only" as the parties acknowledge that for the purpose of this Section 6.10, "Employees" refers to the employees of Landlord and not to the employees of Tenant.

        6.11 Tenant shall, in its sole discretion, fix the salary rate and provisions of employee benefits of its employees and shall be responsible for all such salaries, employee benefits, social security taxes, federal and state unemployment insurance and any and all similar taxes relating to its employees and for workers' compensation coverage with respect thereto pursuant to applicable law.

SECTION 7
ALTERATIONS AND IMPROVEMENTS

        Tenant shall not make any alterations, improvements or changes ("Improvements") in or to the Premises without the prior written approval of Landlord, which approval shall not be unreasonably withheld or delayed. Any Improvements shall be at the sole cost and expense of Tenant. Landlord may require Tenant, at Tenant's sole cost and expense, to furnish a bond, or other security satisfactory to Landlord, to assure diligent and faithful performance of any work to be performed by Tenant. Any Improvements shall be made promptly, in good and workmanlike manner by duly licensed union contractors and in compliance with all insurance requirements and with all applicable permits, authorizations, building regulations, zoning laws and all other governmental rules, regulations, ordinances, statutes and laws, now or hereafter in effect, pertaining to the Premises or Tenant's use thereof. Except for Tenant's Work, Tenant shall remove all Improvements, at Tenant's sole cost and expense, upon termination of this Lease and to surrender the Premises in the same condition as they were in prior to the making of any or all such Improvements, ordinary wear and tear excepted. Notwithstanding the above, Tenant shall have the right to remove any trade fixtures installed by Tenant upon the Premises.

SECTION 8
PARKING AND COMMON AREAS

        Tenant, its agents, employees, servants, contractors, subtenants, licensees, customers and business invitees shall have the non-exclusive right to access and use such common areas of the Building as are designated from time to time by Landlord, subject to such rules and regulations as Landlord may from time to time impose; provided, however, that Tenant shall cause its employees to park in those same areas designated as Employee parking for Employees of Landlord. All common areas which Tenant may be permitted to use are to be used under a revocable license, and if any such license is revoked, or if the amount of such area is diminished, Landlord shall not be subject to any liability, nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such revocation or diminution of such areas be deemed constructive or actual eviction. Landlord shall not unreasonably revoke any such license in such a manner as to prevent access to the Premises by Tenant, its employees, invitees and patrons.

SECTION 9
TAXES

        9.1  Tenant shall pay its proportionate share of all real property taxes and general and special assessments levied and assessed against the land, the Building and other improvements of which the

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Premises are a part. Tenant's proportionate share shall be the ratio of the total real property taxes levied and assessed against the land, the Building and the other improvements of which the Premises are a part, that the Total Square Feet bears to the total number of square feet of the Building within which the Premises are located. Prior to July 1 of each year, Landlord shall notify Tenant of Landlord's calculation of Tenant's proportionate share of the real property taxes. Tenant shall pay its proportionate share of the real property taxes in equal quarterly installments on or before August 1, October 1, January 1 and March 1 of each year. Tenant's proportionate share of the real property taxes shall be apportioned for any partial year of the Lease Term.

        9.2  Tenant shall be liable for and shall pay before delinquency (and, upon five (5) days of written demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of the payment thereof) all taxes, fees and assessments of whatsoever kind or nature, and penalties and interest thereon, if any, levied against Tenant's property or any other personal property of whatsoever kind and to whomsoever belonging situate or installed in or upon the Premises, whether or not affixed to the realty. If at any time during the Lease Term any such taxes on personal property are assessed as part of the tax on the real property of which the Premises is a part, then in such event Tenant shall pay to Landlord the amount of such additional taxes as may be levied against the real property by reason thereof.

        9.3  Tenant shall pay when due all taxes, assessments or fees for which Tenant is liable and which arise directly or indirectly from Tenant's operations at the Premises. Within five (5) days of written demand from Landlord, Tenant shall furnish Landlord evidence satisfactory to landlord of the timely payment of any such tax, assessment or fee.

        9.4  Whenever Landlord shall receive any statement or bill for any tax, payable in whole or in part by Tenant as additional rent, or shall otherwise be required to make any payment on account thereof, except as otherwise provided herein, Tenant shall pay the amount due hereunder within ten (10) days after demand therefor accompanied by delivery to Tenant of a copy of such tax statement, if any.

SECTION 10
UTILITIES

        Landlord will bill Tenant for, and Tenant shall pay, Tenant's proportionate share of all services (including, but not limited to, telephone service) and utilities. With respect to those utilities for which the Premises is not separately metered, Tenant's proportionate share shall be based on the ratio the Total Square Feet bears to the total number of square feet of the Building within which the Premises are located.

SECTION 11
MAINTENANCE AND REPAIRS

        11.1 Landlord agrees to keep in good order, condition and repair the exterior walls, floor and roof of the Premises, the common areas and the Building, including cleaning, removal of trash, dirt and debris, sweeping and janitorial services, lighting of the Building and service corridors, repair and replacement of sprinkler systems, HVAC and directional signs and other markers, and pest extermination, except for reasonable wear and tear and except for any damage thereto caused by any act or negligence of Tenant or its agents, employees, servants, contractors, subtenants or licensees. Landlord acknowledges and agrees that Landlord's security department and security officers are responsible for providing security services in and to the Premises.

        11.2 Landlord shall not be obligated to perform any service or to repair or maintain any structure or facility except as provided in this Section 11 and Section 14 of this Lease unless caused by the negligence of Landlord, its agents, customers or contractors. Landlord shall not be obligated to provide any service or maintenance or to make any repairs pursuant to this Lease when such service, maintenance or repair is made necessary because of the negligence or misuse of Tenant, Tenant's agents, employees, servants, contractors, subtenants or licensees. Landlord reserves the right to stop any

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service when Landlord reasonably deems such stoppage necessary, whether by reason of accident or emergency, or for repairs or Improvements or otherwise. Landlord shall not be liable under any circumstances for loss or injury however occurring, through or in connection with or incident to any stoppage of such services, provided, however, that rent and other charges hereunder shall be abated during the period that Tenant cannot open for business due to such stoppage. Landlord shall have no responsibility or liability for failure to supply any services or maintenance or to make any repairs when prevented from doing so by any cause beyond Landlord's reasonable control unless caused by the negligence of Landlord, its agents, customers, or contractors. Landlord shall not be obligated to inspect the Premises and shall not be obligated to make any repairs or perform any maintenance hereunder unless first notified of the need thereof in writing by Tenant, or unless actually known to Landlord. Landlord shall not be liable for any loss or damage to persons or property sustained by Tenant or other persons, which may be caused by the Building or the Premises, or any appurtenances thereto, being out of repair or by bursting or leakage of any water, gas, sewer or steam pipe, or by theft, or by any act or neglect of any tenant or occupant of the Building, or of any other person.

        11.3 Except as provided for elsewhere herein, Tenant shall keep and maintain in good order, condition and repair (including any such replacement and restoration as is required for that purpose) the Premises and every part thereof and any and all appurtenances thereto wherever located, including, without limitation, the exterior and interior portion of all doors, door checks, windows, plate glass, store front, all plumbing and sewage facilities within the Premises that exclusively service the Premises, fixtures walls, floors, ceilings, and all interior lighting. Tenant shall also keep and maintain in good order, condition and repair (including any such replacement and restoration as is required for that purpose) any Improvements, special equipment, furnishings, fixtures or facilities installed by it on the Premises. Without limiting the generality of the foregoing, Tenant shall periodically paint and refurbish the interior of Premises as required by Landlord in its reasonable discretion. Tenant shall store all trash and garbage in containers located where designated by Landlord and so as not to be visible or create a nuisance to guests, customers and business invitees of the Building, and so as not to create or permit any health or fire hazard.

SECTION 12
LIENS

        12.1 Tenant, at all times, whether by bond or otherwise, shall keep Landlord, the Building, the Premises, the leasehold estate created by this Lease, and any trade fixtures, equipment or personal property within the Premises, free and clear from any claim, lien or encumbrance (other than personal property, consensual security interests for lines of credit or inventory financing in the ordinary course of Tenant's business), tax lien or levy, mechanic's lien, attachment, garnishment or encumbrance arising directly or indirectly from any obligation, action or inaction of Tenant whatsoever.

        12.2 Tenant shall give Landlord at least ten (10) business days' prior written notice before the commencement of any work, construction, alteration or repair on the Premises that could be the subject of a mechanics lien to afford Landlord the opportunity to file appropriate notices of non-responsibility.

SECTION 13
INSURANCE

        13.1 Landlord and Tenant are covered under the same policies of comprehensive public liability insurance and all-risk, commercial property insurance. Landlord will bill Tenant for, and Tenant shall pay, Tenant's share of such insurance costs.

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        13.2 If at any time during the Lease Term Tenant ceases to be covered by common insurance with Landlord, Tenant will, at its sole cost and expense, maintain in full force and effect:

        13.3 A certificate issued by the insurance carrier for each policy of insurance required to be maintained by Tenant under Section 13.2 above, if any, or a copy of each such policy, shall be delivered to Landlord on or before the Commencement Date and thereafter, as to policy renewals, within thirty (30) days prior to the expiration of the terms of each such policy. Each of said certificates of insurance and each such policy of insurance shall be from an insurer and in a form and substance satisfactory to Landlord, shall expressly evidence insurance coverage as required by this Lease and shall contain an endorsement or provision requiring not less than thirty (30) days written notice to Landlord and all other named insureds prior to the cancellation, diminution in the perils insureds against, or reduction of the amount of coverage of, the particular policy in question. In addition to the foregoing certificates, Tenant shall at all times during the Lease Term maintain (either through common insurance with Landlord or otherwise), at Tenant's sole cost and expense, worker's compensation coverage evidencing coverage at Nevada statutory limits.

        13.4 Tenant shall not use or occupy, or permit the Premises to be used or occupied, in a manner that will make void any insurance then in force or increase the rates of fire or any other insurance on the Premises. If by reason of the failure of Tenant to comply with the provisions of this Section, the fire or any other insurance rates of the Premises are increased, Tenant shall reimburse Landlord, as additional rent, on the first day of the calendar month next succeeding notice by Landlord to Tenant of said increase, for that part of all insurance premiums thereafter paid by Landlord which shall have been charged because of such failure of Tenant.

        13.5 Tenant hereby waives any and all rights of recovery from Landlord, its officers, agents and employees for any loss or damage, including consequential loss or damage, caused by any peril or perils (including negligent acts) that are caused by or result from risks insured against under any form of insurance policy required to be maintained by Tenant hereunder.

        13.6 Each policy of insurance provided for in this Section 13 shall contain an express waiver of any and all rights of subrogation thereunder whatsoever against the other party, its officers, directors, agents and employees. All such policies shall be written as primary policies and not contributing with or in excess of the coverage, if any, which Landlord may carry. Notwithstanding any other provision contained in this Section 13 or elsewhere in this Lease, the amounts of all insurance required hereunder to be paid by Tenant shall be not less than an amount sufficient to prevent Landlord from becoming a co-insurer. The limits of the public liability insurance required to be maintained by Tenant under this Lease shall in no way limit or diminish Tenant's liability under Section 15 hereof and such limits shall be subject to increase at any time and from time to time during the Lease Term if Landlord, in the exercise of reasonable discretion, deems such an increase necessary for its adequate

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protection; provided, however, Landlord may not exercise its right under this sentence more frequently than one time every two years during the Lease Term.

        13.7 Landlord shall maintain insurance covering the Premises (and all improvements therein or additions thereto other than those items which Tenant is required to insure, Tenant's improvements, fixtures and stock in trade) and the Building against loss or damage by fire or casualty in amounts not less than the replacement value thereof, from financially responsible insurers and in amounts as determined in Landlord's reasonable discretion provided such amounts are customary for the industry. Tenant shall be solely responsible for insuring art works displayed or stored in its gallery or storage areas, at Tenant's sole expense. In no event shall Landlord be responsible for insuring any such art works.

        13.8 Landlord shall maintain public liability insurance on an occurrence basis in amounts that are customary for the industry insuring against all claims, demands, or actions for personal injury or death, or damage to property, made by or on behalf of any person, firm or corporation, while in the Building, or arising from the conduct and operation of the common areas or arising from any acts or omissions of Landlord or any of Landlord's agents, employees or contractors.

SECTION 14
DESTRUCTION OF PREMISES; CONDEMNATION

        14.1 In the case of the total destruction of the Premises, or any portion thereof or of the Building substantially interfering with Tenant's use of the Premises not caused by the fault or negligence of Tenant, its agents, employees, servants, contractors, subtenants, licensees or customers ("Destruction"), this Lease shall terminate except as herein provided. If Landlord notifies Tenant in writing within forty-five (45) days of such Destruction of Landlord's election to repair said damage to the Premises, and if Landlord proceeds to and does repair such damage with reasonable dispatch, the Lease shall not terminate, but shall continue in full force and effect, except that Tenant shall be entitled to a reduction in the Rent in an amount equal to that proportion of the Rent which the number of square feet of floor space in the unusable portion of the Premises bears to the Total Square Feet, and provided further that if such portion of the Premises is damaged or destroyed such that the remainder will not be suitable for the purpose for which Tenant has leased the Premises, Tenant may close for business until such time as Landlord has repaired such damage and rent and all other charges hereunder shall be suspended until such time is able to reopen for business. Said reduction shall be prorated so that the Rent shall only be reduced for those days any given area as actually unusable. If this Lease is terminated pursuant to this Section 14, and if Tenant is not in default hereunder, rent shall be prorated as of the date of termination, any security deposited with Landlord shall be returned to Tenant, and all rights and obligations hereunder shall cease and terminate.

        14.2 The provisions of this Section 14 with respect to repair by Landlord shall be limited to such repair as is necessary to place the Premises in the condition they were in immediately prior to the Destruction and when placed in such condition, the Premises shall be deemed restored and rendered tenantable. Tenant shall replace its own art works, stock in trade, furniture, furnishings, floor coverings, decor, equipment and trade fixtures at its own expense.

        14.3 Notwithstanding the foregoing provisions, in the event the Premises or any portion thereof shall be damaged by fire or other casualty due to the fault, negligence or willful misconduct of Tenant, its agents, employees, servants, contractors, subtenants, licensees, customers or business invitees, then this Lease shall not terminate, the damage shall be repaired by Tenant, and there shall be no apportionment or abatement of any Rent.

        14.4 All insurance proceeds payable under any fire and extended coverage risk insurance covering the Premises and maintained by Landlord shall be payable to Landlord in the event of Destruction, and Tenant shall have no interest therein, except to the extent of such insurance separately carried by

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Tenant. Tenant shall in no case be entitled to compensation for damages on account of any annoyance or inconvenience in making repairs under any provision of this Lease. Except to the extent provided for in this Section 14, neither the Rent payable by Tenant nor any of Tenant's other obligations under any provision of this Lease shall be affected by any Destruction.

        14.5 Should the whole of the Premises be condemned or taken by a competent authority for any public or quasi-public purpose, then this Lease shall terminate upon such taking. If such portion of the Premises is condemned or taken such that the remaining portion thereof will not be reasonably adequate for the operation of Tenant's business after Landlord completes such repairs or alterations as Landlord elects to make, either Landlord or Tenant shall have the option to terminate this Lease by notifying the other party hereto of such election in writing within twenty (20) days after such taking. If by such condemnation and taking a portion of the Premises is taken and the remaining part thereof is suitable for the purposes for which Tenant has leased the Premises, this Lease shall continue in full force and effect, but the rent and all other charges hereunder shall be reduced in an amount equal to that proportion of such charges which the floor space of the portion taken bears to the total floor space of the Leased Property, and rent and other charges shall be suspended during any period of time that Tenant is closed for business. In the event a partial taking does not terminate this Lease, Landlord, at Landlord's expense, shall repair the damage to the Premises with reasonable dispatch and restore it as nearly as reasonably possible to its condition as immediately before the taking. If any part of the Building other than the Premises shall be taken or appropriated so as to materially and adversely affect the ability of Tenant's customers to reach the Premises, either party shall have the right, at its option to terminate this Lease by notifying the other party within twenty (20) days of such taking.

        14.6 For the purposes hereof, a deed in lieu of condemnation shall be deemed a taking.

SECTION 15
INDEMNIFICATION

        15.1 Each party ("Indemnitor") hereby covenants and agrees to indemnify, defend, save and hold the other party ("Indemnitee"), the Premises and the leasehold estate created by this Lease free, clear and harmless from any and all liability, loss, costs, expenses (including attorneys' fees), judgments, claims, liens and demands of any kind whatsoever in connection with, arising out of, or by reason of any act, omission, or negligence of Indemnitor, its agents, employees, servants, contractors, subtenants or licensees while in, upon, about, or in any way connected with, the Premises or the Building or arising from any accident, injury or damage, howsoever and by whomsoever caused, to any person or property whatsoever, occurring in, upon, about or in any way connected with the Premises or any portion thereof other than as a result of the intentional or negligent acts of Indemnitee.

        15.2 In the absence of intentional or grossly negligent acts of Landlord, Landlord shall not be liable to Tenant, or to any other person whatsoever, for any damage occasioned by falling plaster, electricity, plumbing, gas, water, steam, sprinkler or other pipe and sewage system or by the bursting, running or leaking of any tank, washstand, closet or waste of other pipes, nor for any damages occasioned by water being upon or coming upon the Premises or for any damage arising from any acts or neglect of co-tenants or other occupants of the Building or of adjacent property or of the public, nor shall Landlord be liable in damage or otherwise for any failure to furnish, or interruption of, service of any utility beyond the control of Landlord.

SECTION 16
SUBORDINATION

        Tenant agrees upon request of Landlord to subordinate this Lease and its rights hereunder to the lien of any mortgage, deed of trust or other encumbrance, together with any renewals, extensions or replacements thereof now or hereafter placed, charged or enforced against the Premises, or any portion thereof, and to execute and deliver at any time, and from time to time, upon demand by Landlord,

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such documents as may be reasonably required to effectuate such subordination within ten (10) days after receiving such documents, provided that in connection with such subordination agreement Landlord's lender agrees to provide a reasonable non-disturbance agreement for the benefit of Tenant.

SECTION 17
ASSIGNMENT AND SUBLETTING

        17.1 Except as otherwise set forth herein, Tenant shall not assign, mortgage, pledge, hypothecate or encumber this Lease nor the leasehold estate hereby created or any interest herein, or sublet the Premises or any portion thereof, or license the use of all or any portion of the Premises without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. Tenant shall have the right, upon giving notice to Landlord, to assign to an Affiliate of Tenant so long as Tenant remains as guarantor and liable for all payments due pursuant to this Lease. For purposes of this Lease, an "Affiliate" of a party shall mean any person or entity (a) that is owned or controlled by the party, (b) that owns or controls the party, (c) that is owned or controlled by a person or entity that owns or controls the party, (d) that owns or controls an Affiliate of the party, or (e) that is owned or controlled by an Affiliate of the party. As used in this definition, the words "owns" or "owned" refer to the ownership of twenty percent (20%) or more of the equity interest in the person or entity so owned, regardless of the manner of ownership. Also, as used in this definition, ownership or control may be direct or indirect. The restriction or limitation on use of the Premises shall continue to apply to any subtenant or assignee hereunder. Any consent by Landlord to any act requiring consent pursuant to this Section 17.1 shall not constitute a waiver of the necessity for such consent to any subsequent act. Tenant shall pay all reasonable costs, expenses and reasonable attorneys' fees that may be incurred or paid by Landlord in processing, documenting or administering any request of Tenant for Landlord's consent required pursuant to this Section 17.1.

        17.2 Landlord may reasonably require that each proposed assignee or sublessee agree, in a written agreement satisfactory to Landlord, to assume and abide by all the terms and provisions of this Lease, including those which govern the permitted uses of the Premises.

        17.3 In the absence of an express agreement in writing to the contrary executed by Landlord, no assignment, mortgage, pledge, hypothecation, encumbrance, subletting or license hereof or hereunder shall act as a release of Tenant from any of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed.

SECTION 18
INSOLVENCY AND DEATH

        It is understood and agreed that neither this Lease nor any interest herein or hereunder, nor any estate hereby created in favor of Tenant, shall pass by operation of law under any state of federal insolvency, bankruptcy or inheritance act, or any similar law now or hereafter in effect, to any trustee, receiver, assignee for the benefit of creditors, heirs, legatees, devisees, or any other person whomsoever without the prior written consent of Landlord.

SECTION 19
RECORDS AND BOOKS OF ACCOUNT

        19.1 Tenant and any other person, firm or corporation selling merchandise or services in, upon or from the Premises or any part thereof shall keep and maintain complete, accurate and customary records and books of account of all sales and all business transactions made in, upon or from the Premises and the same shall be retained intact for a period of not less than three (3) years after the end of the fiscal year to which said records and books of account pertain. Landlord shall be entitled at all reasonable times during business hours, through Landlord's duly authorized agents, attorneys, or accountants, to inspect and make copies of any and all such records and books of account.

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SECTION 20
RIGHT OF ACCESS

        Landlord and its authorized agents and representatives shall be entitled to enter the Premises immediately in the case of an emergency or with reasonable notice for the purpose of observing, posting or keeping posted thereon notices provided for hereunder, and such other notices as Landlord may deem necessary or appropriate; for the purpose of inspecting the Premises; for the purpose of exhibiting the Premises to prospective purchasers or lessees; and for the purpose of making repairs to the Premises or the Building and performing any work upon the Premises which Landlord may elect or be required to make.

SECTION 21
ESTOPPEL CERTIFICATE

        Tenant agrees that within ten (10) business days of any demand therefor by Landlord, Tenant will execute and deliver to Landlord a certificate stating that this Lease is in full force and effect without amendment, or if amended attaching a copy thereof to the certificate, the date to which all rentals have been paid, any defaults or offsets claimed by Tenant and such other information concerning the Lease, the Premises or Tenant as Landlord may request. Landlord will provide a similar document to Tenant upon request by Tenant within ten (10) business days after request.

SECTION 22
EXPENDITURES BY LANDLORD

        Whenever under any provision of this Lease, Tenant shall be obligated to make any payment or expenditure, or to do any act or thing, or to incur any liability whatsoever, and Tenant fails, refuses or neglects to perform as herein required after notice and an opportunity to cure (which shall be deemed to be twenty (20) days unless provided for specifically herein), Landlord shall be entitled, but shall not be obligated, to make any such payment or to do any such act or thing, or to incur any such liability, all on behalf of and at the cost and for the account of Tenant. In such event, the amount thereof with interest thereon at the Default Rate, shall constitute and be collectable as additional rent on demand.

SECTION 23
DEFAULT

        23.1 Tenant shall be in default of this Lease if:

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        23.2 In the event of a default, in addition to any other rights or remedies provided for herein or at law or in equity, Landlord, at its sole option, shall have the following rights:

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        23.3 In any action brought by Landlord to enforce any of its rights under or arising from this Lease, Landlord shall be entitled to receive its reasonable costs and legal expenses, including reasonable attorneys' fees, whether such action is prosecuted to judgment or not.

        23.4 The waiver by Landlord of any breach of this Lease by Tenant shall not be a waiver of any preceding or subsequent breach of this Lease by Tenant. The subsequent acceptance of rent or any other payment hereunder by Landlord shall not be construed to be a waiver of any preceding breach of this Lease by Tenant. No payment by Tenant or receipt by Landlord of a lesser amount than the rent herein provided shall be deemed to be other than on account of the earliest rent due and payable hereunder.

SECTION 24
MISCELLANEOUS

        24.1 Tenant, upon paying the rentals and other payments herein required and upon performance of all of the terms, covenants and conditions of this Lease on its part to be kept, may quietly have, hold and enjoy the Premises during the Lease Term without any disturbance from Landlord or from any other person claiming through Landlord, except as expressly provided otherwise in this Lease.

        24.2 In the event of any sale or exchange of the Premises by Landlord, Landlord shall-be, and is, hereby relieved of all liability under and all of its covenants and obligations contained in or derived from this Lease. Tenant agrees to attorn to such purchaser or transferee, provided that such purchaser or transferee agrees to be bound as Landlord under all of the terms and conditions of this Lease. Any sale of the Building or the Premises by Landlord shall be subject to this Lease.

        24.3 It is agreed that in the event Landlord fails or refuses to perform any of the provisions, covenants or conditions of thus Lease, Tenant, prior to exercising any right or remedy Tenant may have against Landlord, shall give written notice to Landlord of such default, specifying in said notice the default with which Landlord is charged and Landlord shall not be deemed in default if the same is cured within twenty (20) days of receipt of said notice. Notwithstanding any other provision hereof, Tenant agrees that if the default is of such a nature that the same can be rectified or cured by Landlord, but cannot with reasonable diligence be rectified or cured within that twenty (20) day period, then such default shall be deemed to be rectified or cured if Landlord within that twenty (20) day period shall commence the rectification and curing thereof and shall continue thereafter with all due diligence to cause such rectification and curing to proceed.

        24.4 Neither party shall be in breach of this Lease if it fails to perform as required hereunder due to labor disputes, civil commotion, war, warlike operation, sabotage, governmental regulations or control, fire or other casualty, inability to obtain any materials, or other causes beyond such party's reasonable control (financial inability excepted); provided, however, that nothing contained herein shall excuse Tenant from the prompt payment of any rent or charge required of Tenant hereunder.

        24.5 Any and all notices and demands required or desired to be given hereunder shall be in writing and shall be validly given or made (and effective) if served personally, delivered by a nationally

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recognized overnight courier service, or deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, to the following addresses:

If to Landlord:   Valvino Lamore, LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attention: Legal Department
Telephone: 702-733-4444
Facsimile: 702-791-0167

If to Tenant:
 
Wynn Resorts, LLC
3145 Las Vegas Boulevard South
Attention: Legal Department
Telephone: 702-733-4556
Facsimile: 702-733-4596

Either party may change its address for the purpose of receiving notices by providing written notice to the other.

        24.6 The various rights, options, elections and remedies of Landlord contained in this Lease shall be cumulative and no one of them shall be construed as exclusive of any other, or of any right, priority or remedy allowed or provided for by law and not expressly waived in this Lease.

        24.7 The terms, provisions, covenants and conditions contained in this Lease shall apply to, bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns, as permitted in Section 17 hereof.

        24.8 If any term, covenant or condition of this Lease, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all terms, covenants and conditions of this Lease, and all applications thereof, not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby.

        24.9 Time is of the essence of this Lease and all of the terms, covenants and conditions hereof.

        24.10This Lease contains the entire agreement between the parties and cannot be changed or terminated orally.

        24.11Nothing contained herein shall be deemed to create any partnership, joint venture, agency or other relationship between Landlord and Tenant other than the relationship of landlord and tenant.

        24.12The captions are descriptive only and for convenience in reference to this Lease and in no way whatsoever define, limit or describe the scope or intent of this Lease nor in any way affect this Lease.

        24.13The laws of the State of Nevada shall govern the validity, construction, performance and effect of this Lease. Each party hereto consents to, and waives any objection to, Clark County, Nevada as the proper and exclusive venue for any disputes arising out of or relating to this Lease or any alleged breach thereof.

        24.14In the event Tenant now or hereafter shall consist of more than one person, firm, corporation or trust, then and in such event, all such persons, firms, corporations or trusts shall be jointly and severally liable as Tenant hereunder.

        24.15This Lease may not be recorded without Landlord's prior written consent. If Tenant records this Lease without said consent, Tenant shall be in default hereof. Upon request by Tenant, Landlord and Tenant shall execute, and Landlord shall cause to be recorded, a memorandum of this Lease in form and substance mutually agreeable to the parties; provided, however, that a memorandum of

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termination of Lease in form and substance mutually agreeable to the parties shall also be executed by the parties, shall be held by Landlord, and shall be recorded by Landlord upon termination of the Lease.

        24.16All necessary actions have been taken under the parties' organizational documents to authorize the individuals signing this Lease on behalf of the respective parties to do so.

        24.17The prevailing party in any action regarding this Lease shall be entitled to receive its costs and legal expenses including reasonable attorneys' fees, whether such action is prosecuted to judgment or not. The parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises, and/or any claim of injury or damage.

        24.18Landlord and Tenant each represent and warrant to the other that they have not entered into any written contractual arrangement with, or promised to pay any broker's fee, finder's fee, commission or other similar compensation to, or otherwise agreed to compensate, any real estate agent or broker in connection with thus transaction. Landlord and Tenant each agree to indemnify, defend, save and hold the other harmless from and against all loss, cost and expense incurred by reason of the breach of the foregoing representation and warranty arising from any claim for compensation founded upon or as a result of acts asserted to have been performed on their respective behalf. Such indemnification obligation shall survive any termination of the Lease.

        24.19Landlord and Tenant agree to maintain the confidentiality of all terms and provisions of this Lease, as well as all discussions and negotiations relating to any of the foregoing and any and all documents, data or other information that may be generated in relation thereto, except that each party hereto may disclose the foregoing described information in connection with obtaining legal or financial advice from such party's attorneys, accountants or financial advisors, or pursuant to due diligence conducted in connection with the obtaining of financing by either party hereto (including, without limitation, delivery of estoppel certificates), provided that any recipient of such information is notified of its confidential nature. The foregoing obligations apply to all principals, directors, officers, employees, agents and representatives of the undersigned parties, except that such obligations do not apply to the extent that such information is (i) required to be disclosed by applicable law, or (ii) was already in the possession of the receiving party, or (iii) becomes generally available to the public other than as a result of disclosure by either of the undersigned or their respective representatives, or (iv) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, or (v) is furnished to third parties who execute a confidentiality agreement concerning the information furnished.

        24.20This Lease may be executed in one or more counterparts, all of which executed counterparts shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document.

[SIGNATURE PAGE FOLLOWS]

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        IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above-written.

"Landlord"   "Tenant"

Valvino Lamore, LLC
a Nevada limited liability company
 
Wynn Resorts, LLC
a Nevada limited liability company

 
 
 
 
By:
 
Valvino Lamore, LLC, its Member

By:
 
/S/ STEPHEN A. WYNN
 
By:
 
/S/ STEPHEN A. WYNN

Name:
 
Stephen A. Wynn
 
Name:
 
Stephen A. Wynn

Title:
 
Managing Member
 
Title:
 
Managing Member

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EXHIBIT "A"
[the Premises]



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LEASE AGREEMENT between VALVINO LAMORE, LLC, Landlord and WYNN RESORTS, LLC, Tenant Dated November 1, 2001
LEASE AGREEMENT
EXHIBIT "A" [the Premises]

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Exhibit 10.9


ART RENTAL AND LICENSING AGREEMENT

        This Art Rental and Licensing Agreement ("Agreement"), is entered into this 1st day of November, 2001, by and between STEPHEN A. WYNN ("Lessor") and WYNN RESORTS, LLC ("Lessee").

RECITALS

        A.    Lessor is the owner of the paintings and other art works identified in Exhibit A attached hereto and incorporated herein by this reference (collectively, the "Works").

        B.    Lessor wishes to lease to Lessee, and Lessee wishes to lease from Lessor, the Works, in order to publicly display the Works in a gallery located at a site in Las Vegas, Nevada, at which Lessee is currently developing a resort hotel (the "Gallery").

        C.    By publicly displaying the Works, Lessor and Lessee desire to promote the Works and to enhance the cultural and educational opportunities for Nevada residents and visitors.

        Based upon the foregoing and the following terms and conditions, the parties hereto agree as follows:

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Wynn Resorts, LLC
Legal Department
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Telephone: 702-733-4556
Fax: 702-733-4596		   Mr. Stephen A. Wynn
One Shadow Creek Drive
North Las Vegas, Nevada 89031

Telephone: 702-733-4123
Fax: 702-791-0167
        WYNN RESORTS, LLC

/s/  STEPHEN A. WYNN      
Stephen A. Wynn
 
 
 
/s/  MARC SCHORR      
Marc Schorr
 Chief Operating Officer

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EXHIBIT A

WORKS OF ART

Artist:   Paul Cézanne
Title:   Curtain, Jug and Fruit Bowl
(Rideau, Cruchon et Compotier)
Date:   c. 1893-94
Medium:   Oil on canvas
Size:   231/2 × 283/4 inches

Artist:
 
Paul Gauguin
Title:   Bathers
(Promenade au bord de la mer)
(Famille Tahitienne)
Date:   1902
Medium:   Oil on canvas
Size:   361/4 × 283/4 in. (92 cm. × 73 cm.)

Artist:
 
Édouard Manet
Title:   Portrait of Mademoiselle Suzette Lemaire, In Profile
(Portrait de Mademoiselle Suzette Lemaire, de profil)
Date:   1880
Medium:   Pastel on paper
Size:   213/8 × 173/4 in. (54.3 × 45.1 cm.)

Artist:
 
Édouard Manet
Title:   Self Portrait
Date:   c. 1878-1879
Medium:   Oil on canvas
Size:   335/8 × 28 inches

Artist:
 
Henri Matisse
Title:   La Robe Persane
Date:   1940
Medium:   Oil on canvas
Size:   32 × 255/8 in. (81 × 65 cm.)

Artist:
 
Henri Matisse
Title:   Pineapple and Anemones
Date:   1940
Medium:   Oil on canvas
Size:   283/4 × 361/4 in. (73 × 92 cm.)

Artist:
 
Amedeo Modigliani
Title:   Nu Couche (sur le cote gauche)
Date:   1917
Medium:   Oil on canvas
Size:   35 × 57 in. (88.9 × 144.8 cm)

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Artist:
 
Pablo Picasso
Title:   Le Reve
Date:   1932
Medium:   Oil on canvas
Size:   511/8 × 381/8 in. (129.8 × 97.2 cm)

Artist:
 
Vincent van Gogh
Title:   Portrait of a Peasant Girl in a Straw Hat
Date:   June 1890
Medium:   Oil on canvas
Size:   361/4 × 283/4 in. (92 × 73 cm.)

Artist:
 
Andrew Warhol
Title:   Steve Wynn
Date:   1983
Medium:   Synthetic polymer paint, silkscreen ink and diamond dust on canvas
Size:   40 × 40 in.

Artist:
 
Claude Monet
Title:   Camille a l'Ombrelle Verte
Date:   1876
Medium:   Oil on Canvas
Size:   317/8 × 235/8 in.

        A framed photograph of Pablo Picasso that is owned by Steve Wynn will also be included in the gallery. It is approx. 24 × 30 in.

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EXHIBIT B

RENTAL FEES

        No rental fee shall be due hereunder for the period from the effective date of this Agreement to April 30, 2002 (the "Abatement Period"). For each calendar month beginning after the Abatement Period, Lessee shall within fifteen (15) days after the end of such month (including any partial month in which the term hereof ends) pay to Lessor the lesser of (i) One Million Dollars ($1,000,000.00) or (ii) all Adjusted Gross Proceeds (as hereinafter defined) for such month (or partial month as the case may be), and furnish to Lessor a written statement explaining the calculation of such Adjusted Gross Proceeds. The foregoing statement from Lessee shall be in form and style, and contain such detail, as Lessor may reasonably require. Lessee agrees to keep accurate books and records of all business activities conducted at or relating to the Gallery. Upon prior reasonable notice and at reasonable times, Lessor or his representatives shall have the right to inspect and copy such books and records for the purpose of auditing or verifying such business activities and monthly statements.

        For purposes hereof, "Adjusted Gross Proceeds" means (i) all gross revenues received by the Gallery, including without limitation admission fees, fees for electronic touring devices, and merchandise sales revenues, less (ii) all out-of-pocket expenses paid by the Gallery in connection with the exhibition and promotion of the Works, including without limitation payroll for Gallery staff and security, advertising and printing costs, the cost of "Openings" and "Receptions," fine art transportation and insurance costs, the cost of goods sold, and Nevada state and local sales and use taxes and personal property taxes. Notwithstanding anything herein expressed or implied to the contrary, for purposes of calculating Adjusted Gross Proceeds, such out-of-pocket expenses shall not include: (i) indirect or overhead expenses of Valvino, Lessee, or any of Valvino's other subsidiary companies (such as real property rental costs and general and administrative expense allocations); (ii) any liability under any indemnity by Lessee; (iii) any costs or expenses associated with any damage to or loss of any of the Works; (iv) any costs or expenses associated with any breach, default, or failure to perform by Lessee relating to this Agreement; or (v) any capital expenditures or depreciation.

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EXHIBIT C

LONG-TERM RENTALS

Artist
   Title
Amedeo Modigliani   Nu Couche (sur le cote gauche)
Paul Gauguin   Bathers

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Exhibit 10.10


STOCKHOLDERS AGREEMENT

        This STOCKHOLDERS AGREEMENT (the "Agreement"), dated as of this 11th day of April, 2002, is entered into by and among Stephen A. Wynn ("Wynn"), an individual, Baron Asset Fund ("Baron"), a Massachusetts business trust and Aruze USA, Inc., a Nevada corporation ("Aruze").

W I T N E S S E T H:

        WHEREAS, the Stockholders (as defined in Section 1) are members of Valvino Lamore, LLC, a Nevada limited liability company (the "LLC");

        WHEREAS, the Stockholders have agreed to alter the organizational form of the LLC or form a successor entity to the LLC, and have agreed to do so by forming, either through the contribution of their interests in the LLC or through a different technique, a corporation ("NewCo"); and

        WHEREAS, as a condition to their willingness to form NewCo, either through the contribution of their interests in the LLC or through a different technique, the Stockholders are willing to agree to the matters set forth herein.

        NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the parties hereto agree as follows:

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If to Aruze:   Aruze USA, Inc.
745 Grier Drive
Las Vegas, Nevada 89119
Facsimile:  702.361.3407
Attention:  Koiki Ohba

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With a copy to:
 
Holland & Knight LLP
633 West Fifth Street, 21st Floor
Los Angeles, California 90071
Facsimile:  213.896.2450
Attention:  Tasha D. Nguyen

If to Baron Asset Fund:
 
Baron Asset Fund
c/o Baron Funds
767 Fifth Avenue, 49th Floor
New York, New York 10153
Facsimile:  212.583.2014
Attention:  Linda S. Martinson, Esq.

If to Wynn:
 
Stephen A. Wynn
c/o Wynn Resorts, LLC
3145 Las Vegas Boulevard South
Los Vegas, Nevada 89109
Facsimile:  702.791.0167

With a copies to:
 
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, California 90067
Facsimile:  310.203.7199
Attention:  C. Kevin McGeehan, Esq.

 
 
Wynn Resorts, LLC
3145 Las Vegas Boulevard South
Los Vegas, Nevada 89109
Facsimile:  702.733.4596
Attention:  Legal department.

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        IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by Wynn and a duly authorized officer of Aruze and Baron on the day and year first written above.


 
          /s/  STEPHEN A. WYNN      
Name:    Stephen A. Wynn

 
ARUZE USA, INC.
  

 
By:    /s/  KAZUO OKADA      
Name:    Kazuo Okada
Title:    President

 
BARON ASSET FUND
  

 
By:    /s/  RONALD BARON      
Name:    Ronald Baron
Title:    Chairman and CEO

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Exhibit 10.11


AGREEMENT


FOR


GUARANTEED MAXIMUM PRICE
CONSTRUCTION SERVICES


BETWEEN


WYNN LAS VEGAS, LLC
("Owner")


AND


MARNELL CORRAO ASSOCIATES, INC.
("Contractor")


FOR


LE RÊVE

TABLE OF CONTENTS

 
  
  
   Page
ARTICLE I.            DEFINITIONS   1
  1.1 Architect.   1
  1.2 Change, Change Order, Change Proposal and Construction Change Directive.   1
  1.3 Claim   1
  1.4 Contract   1
  1.5 Contract Documents   1
  1.6 Contract Time   2
  1.7 Cost of the Work   2
  1.8 Drawings   2
  1.9 Final Completion   2
  1.10 Guaranteed Date of Substantial Completion   2
  1.11 Guaranteed Maximum Price   2
  1.12 Major Permits.   2
  1.13 Modification   3
  1.14 Owner's Lenders   3
  1.15 Principal Interior Designer.   3
  1.16 Specifications.   3
  1.17 Subcontractor.   3
  1.18 Substantial Completion   3
  1.19 Substitution   3
  1.20 Vendor.   3
  1.21 Work   3
ARTICLE II.            INTENT, INTERPRETATION AND CORRELATION   4
  2.1 Intent of the Contract Documents   4
  2.2 Order of Precedence.   4
  2.3 Contractor's Compliance with Contract Documents.   4
ARTICLE III.            GUARANTEED MAXIMUM PRICE   5
  3.1 Guaranteed Maximum Price   5
  3.2 Cost of the Work   9
  3.3 Non-Allowable Cost of the Work   12
  3.4 Contractor's Responsibility For Taxes.   14
  3.5 Discounts, Rebates and Refunds.   14
  3.6 No Duplication.   14
ARTICLE IV.            CONTRACT TIME AND INTERIM MILESTONE DATES   14
  4.1 Definitions.   14
  4.2 Time of the Essence.   15
  4.3 Completion Guarantees   15
  4.4 Liquidated Damages.   15
  4.5 Early Completion.   16
  4.6 Guaranty of Completion and Performance, and Financial Information   16
ARTICLE V.            PAYMENTS TO CONTRACTOR   19
  5.1 Schedule of Values   19
  5.2 Applications For Progress Payments.   19
  5.3 Time of Payments   21
  5.4 Owner's Right To Withhold   22
  5.5 Joint Payee Checks.   24
  5.6 Retention   24

i

  5.7 Substantial Completion Payment   25
  5.8 Final Payment   25
  5.9 Disputed Payments.   26
  5.10 Ownership of Materials.   26
  5.11 Deposits and Payments.   26
  5.12 Waiver.   27
  5.13 Materials Off-Site.   27
ARTICLE VI.            OWNER'S RESPONSIBILITIES   28
  6.1 Information and Services   28
  6.2 Limitations   28
  6.3 Project Representative   28
  6.4 Approval of Major Purchases   28
  6.5 Site Access   29
  6.6 Payments   29
  6.7 Proof of Funding   29
  6.8 Good Faith   29
  6.9 Timely Delivery of Drawings.   29
ARTICLE VII.            CONTRACTOR'S RESPONSIBILITIES   29
  7.1 Contractor's Specific Representations   29
  7.2 General Description   31
  7.3 Preconstruction Services   33
  7.4 Systems and Procedures   35
  7.5 Schedule Meetings and Records   35
  7.6 Contractor's Operations   36
  7.7 Site Discipline   36
  7.8 Site Security   37
  7.9 Coordination With Others   37
  7.10 Product and Design Substitutions   39
  7.11 Tests and Inspections   39
  7.12 Access to Stored Material   40
  7.13 Shop Drawings, Product Data and Samples   40
  7.14 Project Record Documents and As-Built Requirements   41
  7.15 Site Clean Up   41
  7.16 Construction Facilities and Temporary Controls   42
  7.17 Cutting and Patching of Work   43
  7.18 Performance and Payment Bond Requirements   43
  7.19 Liens.   44
  7.20 Royalties and Patents   44
  7.21 Training   44
  7.22 Construction Photographs   44
  7.23 Statement of Unpaid Claims   45
ARTICLE VIII.            ARCHITECT   45
  8.1 Architect's Administration of the Contract   45
ARTICLE IX.            SUBCONTRACTORS AND VENDORS   45
  9.1 Subcontractors and Vendors   45
  9.2 Consent To Use Proposed Subcontractors and Vendors.   45
  9.3 Form of Subcontracts and Purchase Orders   46
  9.4 Subcontractors and Vendors Designated By Owner   46
  9.5 Payments to Subcontractors from the Contractor   46
  9.6 Subcontractor and Vendor Replacements   47

ii

  9.7 Communications With Subcontractors and Vendors   47
  9.8 Assignment   47
ARTICLE X.            WARRANTY OBLIGATIONS   47
  10.1 Contractor's Warranty   47
  10.2 Contractor's Warranty Period   48
  10.3 Compliance With Contract Documents   48
  10.4 Warranty Costs   48
  10.5 Timeliness of Corrective Services   48
  10.6 Warranty Survival   49
  10.7 Owner's Right To Correct   49
  10.8 Owner's Right to Supplement Work of Contractor   49
  10.9 Acceptance of Non-Conforming Work   49
  10.10 Warranty Exclusions   49
  10.11 Written Guaranty   49
ARTICLE XI.            SCHEDULING, DELAYS AND ACCELERATION   50
  11.1 Owner's Right to Modify   50
  11.2 Project Schedule   50
  11.3 Schedule Updates   50
  11.4 Force Majeure Delay   50
  11.5 Owner Delay   51
  11.6 Extensions of Time and Guaranteed Maximum Price Increases for Delay.   51
  11.7 Limitations   52
  11.8 Recovery Plans   53
  11.9 Accelerations for Owner's Convenience   54
  11.10 Schedule Coordination   54
  11.11 Flow-Down Provisions   54
  11.12 Partial Occupancy Or Use   55
  11.13 Other   55
ARTICLE XII.            SUBSTANTIAL AND FINAL COMPLETION   55
  12.1 Substantial Completion Procedures and Requirements   55
  12.2 Final Completion Procedures and Requirements   57
ARTICLE XIII.            CONCEALED CONDITIONS AND UNCOVERING OF WORK   59
  13.1 Concealed Conditions   59
  13.2 Covering of Work   59
ARTICLE XIV.            INDEMNIFICATION   60
  14.1 Indemnity   60
  14.2 Defense Costs   61
  14.3 Hazardous Materials   61
  14.4 Other Limitations   61
  14.5 Survival of Indemnification Provisions   62
  14.6 Risk   62
ARTICLE XV.            INSURANCE   62
  15.1 Owner Controlled Insurance Program   62
  15.2 Evidence of Coverage   63
  15.3 Deductibles   63
  15.4 Cooperation by the Parties   63
  15.5 Duration   63
ARTICLE XVI.            SAFETY AND COMPLIANCE   63
  16.1 Contractor's Site Safety Responsibilities   63
  16.2 Compliance   64

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ARTICLE XVII.            TERMINATION OR SUSPENSION OF THE CONTRACT   65
  17.1 Material Default By Contractor   65
  17.2 Termination For Convenience   68
  17.3 Suspensions By Owner   68
  17.4 Limitations   69
  17.5 Other Rights and Remedies   69
  17.6 Contractor's Remedies   70
ARTICLE XVIII.            CHANGE IN THE WORK   71
  18.1 Change   71
  18.2 Change Order   71
  18.3 Change Proposal Request   71
  18.4 Construction Change Directive   72
  18.5 Determination of Increases in Guaranteed Maximum Price   72
  18.6 Simultaneous Submittal Requirements   73
  18.7 Continued Performance   73
  18.8 Effect of Change Orders   73
  18.9 Verbal Instructions and Minor Changes in the Work   74
  18.10 Waiver and Release of Contractor's Rights   74
ARTICLE XIX.            RECORD KEEPING AND AUDIT RIGHTS   74
  19.1 Required Accounting Records.   74
  19.2 Purpose and Extent of Record Access   75
  19.3 Record Keeping Formats   75
  19.4 Certifications.   75
  19.5 Flow Down Provisions   75
  19.6 Remedies   75
  19.7 Record Retention.   76
ARTICLE XX.            CLAIMS   76
  20.1 Definition   76
  20.2 Notice   76
  20.3 Pending Resolution   76
  20.4 Final Settlement of Claims   76
  20.5 Unresolved Claims   76
ARTICLE XXI.            OWNER'S LENDERS   77
  21.1 Owner's Lenders   77
  21.2 Assignment and Default   77
  21.3 Owner's Lenders Election.   77
  21.4 Payment and Work Continuation   77
  21.5 Payments.   78
  21.6 Audit Rights.   78
  21.7 Access.   78
  21.8 Material Changes.   78
  21.9 General Cooperation.   78
ARTICLE XXII.            DISPUTE RESOLUTION AND GOVERNING LAW   78
  22.1 Judicial Determination   78
  22.2 Governing Law   79
  22.3 Non-Waiver   79
  22.4 Severability   79
ARTICLE XXIII.            PROPRIETARY INFORMATION AND USE OF OWNER'S NAME   79
  23.1 Proprietary Information   79
  23.2 Advertising and Use of Owner's Name   79

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  23.3 Use of Drawings   79
ARTICLE XXIV.            MISCELLANEOUS PROVISIONS   79
  24.1 Assignment.   79
  24.2 Subordination   80
  24.3 No Third-Party Beneficiaries.   80
  24.4 Enforceability.   80
  24.5 Headings.   80
  24.6 Counterparts.   80
  24.7 Legal Fees.   81
  24.8 Waiver.   81
  24.9 Intent of the Parties   81
  24.10 Survival.   81
  24.11 Independent Contractor.   81
  24.12 Privileged Business.   82
  24.13 Entire Agreement   82
ARTICLE XXV.            NOTICES   82
  25.1 Notice Procedures   82
  25.2 Notices To Owner   82
  25.3 Notices To Contractor   83
  25.4 Change of Address.   83

v

AGREEMENT FOR GUARANTEED MAXIMUM PRICE CONSTRUCTION SERVICES
LE RÊVE

        This Agreement for Guaranteed Maximum Price Construction Services ("Agreement"), effective as of June 4, 2002 (the "Effective Date") is entered into between WYNN LAS VEGAS LLC, a Nevada limited liability company ("Owner"), and MARNELL CORRAO ASSOCIATES, INC., a Nevada Corporation ("Contractor"), with regard to the following.

RECITALS

        A.    Owner owns the real property commonly known as 3131 Las Vegas Boulevard South, Las Vegas, Nevada and more particularly described on Exhibit A attached hereto and incorporated herein by the reference ("Site").

        B.    Owner desires to construct on the Site a first class luxury resort and casino, including high-rise hotel space and low rise space comprised of casino and gaming areas, restaurants, retail, convention and meeting areas, an "Aqua Theatre" showroom, and exterior features, and all on-Site and off-Site improvements and infrastructure related thereto, all in full accordance with the Contract Documents, including the Drawings and Specifications, and including the Work (as defined below) (the "Project"). Contractor's Work is only a portion of the Project. The Project also includes services and materials to be provided by Owner and other separate contractors and consultants.

        C.    Contractor and Owner acknowledge that the Drawings and Specifications are not complete, and Contractor and Owner agree to work together to complete the Drawings and Specifications as provided in this Agreement, including consistent with the Guaranteed Maximum Price Premises and Assumptions and Project Schedule.

        D.    Owner desires to engage Contractor to construct, and supervise the construction of, that portion of the Project comprising the Work as more fully described in this Agreement, and Contractor desires to accept such engagement, upon the terms and conditions contained in this Agreement.


AGREEMENT

        In consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Contractor and Owner hereby adopt and incorporate the foregoing Recitals and agree as follows:

ARTICLE I.
DEFINITIONS

        1.1      Architect.    The "Architect" for the Project is Butler/Ashworth Architects, Ltd., LLC. or any other architect designated by Owner to Contractor in writing; provided, however, solely with regard to the Aqua Theatre, the term Architect shall mean A.A. Marnell II, Chtd. pursuant to that certain Professional Design Services Agreement dated as October 5, 2001.

        1.2      Change, Change Order, Change Proposal and Construction Change Directive.    The terms Change, Change Order, Change Proposal and Construction Change Directive are defined in Article 18 of this Agreement.

        1.3      Claim.    The term Claim is defined in Section 20.1 of this Agreement.

        1.4      Contract.    Collectively the Contract Documents described in Section 1.5 below form the entire contract for implementation of the Work and are collectively referred to as the "Contract".

        1.5      Contract Documents.    "Contract Documents" shall consist of the documents listed in this Section 1.5 which are hereby incorporated herein by this reference:

        1.6      Contract Time.    The "Contract Time" is the period of time for the Contractor to achieve Substantial Completion of the Work in its entirety as further described in Section 4.1 of this Agreement.

        1.7      Cost of the Work.    Cost of the Work shall have the meaning set forth in Section 3.2 of this Agreement.

        1.8      Drawings.    "Drawings" are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, which are approved for use during construction and show the design, location and dimensions of the Work and Project including plans, elevations, sections, diagrams and other details; provided, however, Owner and Contractor acknowledge that as of the Effective Date the Drawings are not complete. The Drawings include those listed on Exhibit E attached hereto and incorporated herein by this reference.

        1.9      Final Completion.    Final Completion shall have the meaning set forth in Section 12.2 of this Agreement.

        1.10     Guaranteed Date of Substantial Completion.    The term Guaranteed Date of Substantial Completion is defined in Section 4.1 of this Agreement.

        1.11     Guaranteed Maximum Price.    The term Guaranteed Maximum Price shall have the meaning set forth in Section 3.1 of this Agreement.

        1.12     Major Permits.    Major Permits are the architectural, grading and structural permits, including plan check fees and transportation taxes directly relating thereto, for the major building components of the Project. Major Permits shall not include individual permits relating to individual

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Subcontractor's respective portions of the Work, other than those identified in this Section 1.12, unless otherwise agreed upon by Owner and Contractor (provided, however, Owner shall pay for the plan check fees and transportation taxes relating to the mechanical, electrical and plumbing permits for the Project).

        1.13     Modification.    The Contract Documents may be amended only by a "Modification" which is defined to mean any of the following:

        1.14     Owner's Lenders.    The term Owner's Lenders is defined in Article 21 of this Agreement.

        1.15     Principal Interior Designer.    The "Principal Interior Designer" for the Project is Wynn Design and Development, LLC. For purposes of Contractor's Work, the Architect shall be responsible for coordinating the activities of the Principal Interior Designer.

        1.16     Specifications.    "Specifications" are that portion of the Contract Documents, wherever located and whenever issued, which are approved by Owner for use during construction and set forth the minimum written requirements for materials, equipment, construction systems, standards and workmanship for the Work; provided, however, Owner and Contractor acknowledge that as of the Effective Date the Specifications are not complete.

        1.17     Subcontractor.    "Subcontractor" means any person or entity (including employees, agents and representatives thereof) (including laborers) who has a contract with or is engaged by Contractor, or with any other Subcontractor, at any tier to construct or perform a portion of the Work and/or provide construction related services for the Work at the Site, and includes any party any of them are responsible or liable for at law or under the Contract Documents.

        1.18     Substantial Completion.    "Substantial Completion" shall have the meaning set forth in Section 12.1 of this Agreement.

        1.19     Substitution.    "Substitution" means the substitution of any materials or equipment specified in the Contract Documents, or any design change, initiated by the Contractor and approved by Owner in advance and in writing pursuant to Section 7.10 of this Agreement after the Effective Date.

        1.20     Vendor.    "Vendor" means any person or entity (including employees, agents and representatives thereof) which has a purchase order or other agreement to provide materials, supplies, equipment and/or related services for the Work and/or provide installation services at the Site for the Work, through a contract, purchase order or other arrangement with Contractor or any Subcontractor at any tier, and includes any party any of them are responsible or liable for at law or under the Contract Documents.

        1.21     Work.    "Work" means the totality of the obligations imposed upon Contractor by the Contract Documents, including, without limitation, the supply and performance by Contractor, directly and through Subcontractors and Vendors, of all things necessary and/or reasonably inferable from the Contract Documents as being required or necessary to fully complete the tasks and improvements described in Exhibit F attached hereto as Contractor's Work, in accordance with the requirements of the Contract Documents, including, but not limited to, all labor, services, materials, equipment, tools, machinery and fabrication. The term "Work" does not include the exclusions or Owner's separate work as identified on Exhibit F attached hereto.

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ARTICLE II.
INTENT, INTERPRETATION AND CORRELATION

        2.1      Intent of the Contract Documents.    The intent of the Contract Documents is for the Contractor to perform and supply, and Owner hereby engages Contractor to and Contractor hereby agrees to perform and supply, the Work, including all necessary scheduling, procurement, supervision, construction, and construction management services and supply all necessary labor, materials, equipment and related work and services, including all things reasonably inferable from the Contract Documents as being necessary to fully complete the Work and obtain the intended results described in Exhibit F attached hereto, in accordance with the requirements of the Contract Documents, including, but not limited to the requirements of the Project Schedule and the Guaranteed Maximum Price requirements set forth in Article 3 below. The enumeration of particular items in the Specifications and/or Drawings and/or other Contract Documents shall not be construed to exclude other items. The Contract Documents are complementary, and what is required by or reasonably inferable from any one of the Contract Documents (including either a Drawing or Specification) as being necessary to produce the intended results shall be binding and required as a part of the Work as if required by all Contract Documents.

        2.2      Order of Precedence.    Subject to the provisions of Section 2.3 hereof, in the event of any conflicts or inconsistencies which cannot be resolved by reading the Contract Documents as a whole, the provisions of the Contract Documents shall be controlling in accordance with the following order of precedence:

        2.3      Contractor's Compliance with Contract Documents.

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ARTICLE III.
GUARANTEED MAXIMUM PRICE

        3.1      Guaranteed Maximum Price.    Subject to additions and deductions which may be made only in accordance with the Contract Documents, Contractor represents, warrants and guarantees to Owner that the total maximum cost to be paid by Owner for Contractor's complete performance under the Contract Documents, including, without limitation, Final Completion of all Work, all services of Contractor under the Contract, and all fees, compensation and reimbursements to Contractor, shall not exceed the total amount of Nine Hundred One Million Eight Hundred Eighty Three Thousand Seven Hundred Ten Dollars ($901,883,710.00) ("Guaranteed Maximum Price"). Costs which would cause the Guaranteed Maximum Price (as may be adjusted pursuant to the Contract Documents) to be exceeded shall be paid by the Contractor without reimbursement by Owner.

        The Contractor's Fee shall be the Contractor's sole and exclusive compensation for all costs described as Non-Allowable Costs of the Work in Section 3.3 hereof and is inclusive of all overhead and profit arising out of or relating to the Contractor's Work. The Guaranteed Maximum Price is further broken down into line items and categories on Exhibit F attached hereto.

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6

7

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        3.2      Cost of the Work.    "Cost of the Work" means those elements of costs described in this Section 3.2 up to the Guaranteed Maximum Price (subject to change only as provided in this Agreement) which are chargeable to Owner and payable to Contractor when reasonably, actually and necessarily incurred by the Contractor during proper performance of the Work, without mark-up or add on of any kind by or at the request of Contractor. Such costs shall be actual costs paid by Contractor less all discounts, rebates and salvages taken by Contractor. All amounts paid or payable as Costs of the Work shall be subject to verification by audit pursuant to Article 19 of this Agreement. Contractor covenants and agrees to use its best efforts to achieve the lowest price or cost reasonably available and consistent with the Contract Documents, for all Cost of the Work items. Costs of the Work shall be strictly limited to and include only the following items:

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10

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        3.3      Non-Allowable Cost of the Work.    "Non-Allowable Cost of the Work" mean the direct and/or indirect costs described in this Section 3.3 and all similar costs and all other costs not included within Costs of the Work, which are paid or incurred by Contractor during performance of the Work. All such Non-Allowable Costs of the Work are included in Contractor's Fee set forth in Subsection 3.1.1 above, regardless of whether they exceed the amount of such Contractor's Fee. Contractor shall not be entitled to receive any additional reimbursement for Non-Allowable Costs of the Work, including without limitation, any of the types of cost items described as follows:

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        3.4      Contractor's Responsibility For Taxes.    Other than direct cost of amounts actually paid by Contractor for sales and use taxes directly relating to materials and equipment incorporated or consumed into the Work and/or directly relating to rental equipment used in the Work that are imposed by governmental authorities and paid by the Contractor, it is expressly understood that no other taxes or duties (other than customs duties on equipment and material brought into the United States expressly and solely for incorporation or consumption in the Work and imposed by governmental authorities and paid by Contractor) of any nature whatsoever are considered Costs of the Work and that Contractor will not be separately reimbursed for, but Contractor shall be responsible for and shall timely pay, any other such taxes or duties whatsoever, including, but not limited to, federal, state and local taxes, duties, excise taxes, personal property taxes on construction equipment and other property owned or leased by Contractor, taxes on net income of Contractor, filing fees on taxes, business taxes, and similar taxes applicable to or arising directly or indirectly out of performance of the Work or Contractor's property, business or operations.

        3.5      Discounts, Rebates and Refunds.    All cash discounts (so long as Owner has made payment to Contractor to the extent advance or timely payment is necessary to obtain such cash discount), trade discounts, rebates and refunds obtained by Contractor during the course of the Work, and all amounts received from sales of surplus materials and equipment, shall accrue to Owner. Contractor shall take all necessary steps to obtain, secure and pass on such credits to Owner and all such discounts, rebates and refunds shall be fully reflected in Contractor's monthly Applications for Progress Payment submitted pursuant to Article 5 of this Agreement. Title to all materials, tools, and equipment paid for by Owner shall be vested in Owner. At the completion of the Work and when no longer required, such tools, equipment and materials as remain shall belong to Owner and be, as Owner may direct (a) sold at the direction of Owner and all sums and allowances realized credited against the Cost of the Work for all purposes under this Agreement or (b) delivered to Owner, all as Owner shall direct.

        3.6      No Duplication.    Notwithstanding the breakdown or categorization of any costs in this Article 3 or elsewhere in the Contract Documents, there shall be no duplication of payment in the event any particular items for which payment is requested can be characterized as falling into more than one of the types of compensable or reimbursable categories.

ARTICLE IV.
CONTRACT TIME AND INTERIM MILESTONE DATES

        4.1      Definitions.

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        4.2      Time of the Essence.    Contractor and Owner acknowledge that TIME IS OF THE ESSENCE with respect to their respective obligations under the Contract Documents, and that Owner's business interests will suffer substantial losses in the event that the Project is not completed within the Interim Milestone Dates and/or the Contract Time in accordance with and subject to the terms of this Agreement. Contractor hereby accepts and confirms that, subject to the terms of this Agreement, the Contract Time is reasonable for completing the Work and hereby agrees to dedicate such personnel and other resources as are necessary to assure that the Work is continuously managed and performed in a diligent, skilled and workmanlike manner. Notwithstanding any other provision of the Contract to the contrary, in the event Owner is unable to obtain financing satisfactory to Owner for the Project and Owner does not issue a Notice to Proceed, Owner shall have the right to terminate the Contract upon written notice to Contractor and such termination shall be treated as a termination for convenience by Owner pursuant to Section 17.2 hereof and the parties rights and obligations with regard to such termination shall be as provided for in Section 17.2 hereof. Owner and Contractor expressly intend that the provisions of Section 624 of Nevada Revised Statutes, including without limitation as to contractor and subcontractor remedies in the event of cessation or suspension of construction by an owner, do not apply to such termination by Owner of the Contract. ontractor will not commence or perform any Work prior to the Date of Commencement in Owner's Notice to Proceed.

        4.3      Completion Guarantees.    Subject to changes in the Contract Time which are mutually agreed to and finalized in accordance with the Contract Documents, Contractor hereby guarantees to cause the Work to be commenced on the Date of Commencement as provided in Section 4.1.2 hereof, and (a) to timely achieve each of the Interim Milestone Dates, and (b) to timely achieve Substantial Completion of the Work in its entirety in accordance with the requirements of Section 12.1 of this Agreement on or before the Guaranteed Date of Substantial Completion. Contractor's failure to achieve any of the Interim Milestone Dates or Substantial Completion by the Guaranteed Date of Substantial Completion, except pursuant to mutually agreed schedule extensions which are determined and finalized in Change Orders in accordance with the Contract Documents, shall be a material breach of this Contract and Contractor shall and hereby agrees to indemnify Owner for and against any and all costs, damages, expenses, losses, liabilities and obligations relating to and/or arising out of any such delay(s), provided, however, Contractor's liability to Owner under this Agreement relating to damages arising solely from delays in the Work caused by Contractor or for which Contractor is responsible or liable (as outlined in Section 4.4 below) shall not exceed the total amount of Nine Million Dollars ($9,000,000.00). The foregoing limitation on liability relating to delays shall not in any way limit Contractor's liability for any other act, omission, breach or default of Contractor, Subcontractor or any Vendor, shall only relate to damages actually suffered by Owner and shall not apply to or in any way limit Contractor's obligation to complete the Work for the Guaranteed Maximum Price, including, but not limited to, Contractor's responsibility for all costs in excess of the Guaranteed Maximum Price pursuant to the Contract Documents, nor shall the foregoing limitation on liability in any way apply to or limit in any way any of Contractor's obligations and covenants under Section 11.8 hereof, including, without limitation, Contractor's obligation to provide and implement any Recovery Plan and/or take all available steps to overcome or mitigate against the adverse effects of all delays identified by Owner.

        4.4      Liquidated Damages.    If Substantial Completion of the Work is not achieved by the Guaranteed Date of Substantial Completion, as such time period is adjusted pursuant to the Contract Documents, Contractor acknowledges and agrees that Owner will suffer significant damages. Accordingly, if Substantial Completion of the Work is not achieved by the Guaranteed Date of Substantial Completion, Contractor shall pay to Owner on demand (or, at Owner's option Owner may deduct, withhold and/or set off the whole or any portion of the following liquidated damages amounts

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from or against any amounts then or thereafter payable or due to Contractor from Owner), as liquidated damages and not as a penalty, the amount of:

 
    
Contractor's Initials		  
Owner's Initials

        4.5      Early Completion.    If Substantial Completion of the Work is achieved by Contractor prior to the Guaranteed Date of Substantial Completion, as such Guaranteed Date of Substantial Completion may be adjusted pursuant to the Contract Documents, and Contractor has fully and timely performed all of its obligations under the Contract Documents and is not in default or breach thereunder, Contractor shall be entitled to an early completion bonus payment (in addition to Contractor's Fee), to be paid to Contractor concurrently with the Final Payment (as defined in Section 5.8 hereof), in the amount of $50,000 per day for each day, up to but not to exceed twenty (20) days for a maximum total early completion bonus payment of One Million Dollars ($1,000,000.00), that the Contractor achieves Substantial Completion of the Work in advance of the Guaranteed Date of Substantial Completion. The early completion bonus will only be owed to Contractor if Contractor is able to accelerate the Substantial Completion of the Work without the use of overtime labor funded as Costs of the Work or other increase in the Cost of the Work which is incurred or arranged with the intent to achieve Substantial Completion prior to the Guaranteed Date of Substantial Completion.

        4.6      Guaranty of Completion and Performance, and Financial Information.

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ARTICLE V.
PAYMENTS TO CONTRACTOR

        In consideration of Contractor's performance of the Work in full compliance with the Contract Documents, Owner shall pay Contractor over the course of and in proportion to the Work completed as follows:

        5.1      Schedule of Values.    Within twenty-one (21) calendar days after the Date of Commencement for the Work, Contractor shall submit to Owner and Owner's Lenders an initial "Schedule of Values" for the Work, allocating values among all categories or portions of the Work. The Schedule of Values shall be prepared in such form and supported by data to substantiate its accuracy to the extent as Owner may require, shall be based upon the latest cost information available to Contractor, and shall be subject to Owner's approval which approval shall not be unreasonably delayed. By way of example and not by limitation, the Schedule of Values should include and delineate: (a) each subcontract and major component thereof; (b) each significant purchase order and the installation costs for all procured materials and equipment, so that logical and realistic cost breakdowns are established and set forth for all facilities, phases, areas, trade disciplines, utility and electrical systems, FF&E items and major components thereof. The Owner accepted Schedule of Values shall be used as a basis for the Contractor's Applications For Progress Payments described in Section 5.2 below. Owner shall have the right to reject all or any portion of the Schedule of Values which Owner determines does not accurately define the Work in reasonable detail, or if the detail provided does not accurately reflect an appropriate cost, allocation or proportion of the Work. At any time and from time to time if it reasonably appears to Owner that any aspect of the Schedule of Values is incomplete or inaccurate, and following any Change Order or Construction Change Directive, the Schedule of Values shall be adjusted by Contractor, in each case subject to Owner's written approval, to reflect accurately the values of the various portions of the Work.

        5.2      Applications For Progress Payments.

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        5.3      Time of Payments.    Subject to the terms of the Contract Documents, Owner shall make to Contractor progress payments properly due and undisputed based on an approved Application for Progress Payment within twenty (20) calendar days after receipt of such fully completed Applications

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For Progress Payment which are submitted along with all requirements under Section 5.2 above, and substantiated in accordance with Subsection 5.2.2 above, and otherwise reasonably satisfactory to and approved by Owner and Owner's Lenders, less any amounts that may be retained or withheld pursuant to the Contract Documents. This Section 5.3 shall constitute a "schedule for payments" as described in Section 624.609(1)(a) of Nevada Revised Statutes.

        5.4      Owner's Right To Withhold.    Notwithstanding anything to the contrary herein, and in addition to Retainage, Owner may, upon written notice to Contractor, withhold from any payments otherwise due to the Contractor (including Final Payment), up to one hundred percent (100%) of the amount which, in Owner's opinion, is necessary to protect Owner against or compensate Owner for any and all damages, costs, lawsuits claims, overpayments, expenses and losses attributable to any of the items or circumstances listed below in this Section 5.4, including, to cure any breach, default or failure to perform, or to assure the payment of claims of third persons, and at Owner's option to apply such sums in such manner as Owner may in good faith deem necessary or proper to secure protection from or to satisfy such claims, Owner shall not be deemed in default by reason of withholding payment under this Agreement in good faith. Contractor shall not be entitled to receive payment on any Application for Progress Payment that is inaccurate or incomplete or that contains any material misrepresentation. The rights and remedies of Owner under this Section 5.4 shall be non-exclusive and shall be in addition to all other remedies available to Owner under this Agreement or at law, in equity or otherwise.

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        5.5      Joint Payee Checks.    Owner shall have the right at any time and from time to time upon notice to Contractor, to issue one or more checks for portions of a progress payment and Final Payment which are payable jointly to Contractor and its Subcontractors or Vendors of any tier or the parties owed. This right includes, but is not limited to, issuing jointly payable checks in circumstances where a dispute exists between Owner and Contractor with respect to the value of any partially or fully completed Work, including disputed Change Proposal Requests and Claims, and circumstances where Contractor has failed to provide lien waiver documents as required herein. Any such checks are forwarded to Contractor for further handling. Without limiting the generality of the foregoing, if Contractor fails, neglects, or refuses to pay for labor or services performed or materials or equipment supplied in connection with the Work as payments become due, except as are permitted under the Contract Documents, Owner shall have the right (but not the obligation) to make payments directly for any and all such labor, materials, or equipment and to deduct the amount of such payment from any payments otherwise due Contractor and from the Guaranteed Maximum Price. Owner shall have the right upon five (5) days prior written notice to stop the performance of the Work by Contractor until payment of all amounts due and owing has been made, provided, however, Owner shall not have any duty to stop the Work.

        5.6      Retention.    From each Progress Payment made by Owner on an approved Application for Progress Payment, Owner shall retain and withhold as "Retainage," ten percent (10%) of the approved amounts to be paid to all Subcontractors (whether through Contractor or directly). Notwithstanding the foregoing, no Retainage shall apply to (a) Contractor's Fee, (b) premiums for Contractor's Payment and Performance Bonds required of Contractor pursuant to the Contract, or (c) approved amounts to be paid to Contractor for Contractor's direct Costs of the Work (exclusive of amounts to be paid to Subcontractors directly or through Contractor). All such Retainage shall be released as part of the Final Payment to Contractor. After fifty percent (50%) of the scope of the Work has been satisfactorily completed, Owner may elect to reduce the level of Retainage withholding in the event that Owner, in its sole discretion, determines that Contractor, its Subcontractors and/or Vendors are satisfactorily performing the Work in accordance with the Contract Documents, including but not limited to, achieving Interim Milestones Dates.

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        5.7      Substantial Completion Payment.    Payment by Owner upon Substantial Completion shall be in consideration of Contractor's unconditional covenant and agreement to complete all final Punch List Items. Owner may retain a sum equal to one hundred and fifty percent (150%) of the costs estimated by Owner necessary to complete any such Punch List Items. Thereafter, Owner shall pay to the Contractor monthly the amounts retained for such Punch List Items to the extent that each Punch List Item is satisfactorily completed by Contractor and accepted by Owner.

        5.8      Final Payment.    Contractor's "Application For Final Payment" shall be submitted in accordance with the following:

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        5.9      Disputed Payments.    When the reason(s) for withholding payment are removed to Owner's reasonable satisfaction, Owner will pay such previously withheld amounts (less amounts properly withheld or retained) with the next regularly scheduled payment. In the event of a dispute with respect to amounts payable under an Application For Progress Payment or the Final Payment, Owner shall pay all undisputed amounts. If Contractor disputes any determination by Owner with regard to any Application for Progress Payment or any withheld amounts, Contractor shall nevertheless expeditiously continue to prosecute the Work. Any amounts in dispute and withheld by Owner shall be promptly paid after the earlier of: (a) settlement of the dispute by execution of a final Change Order document; or (b) final resolution of the dispute pursuant to Article 22 of this Agreement. The payment of any undisputed amounts shall not waive or otherwise limit Owner's rights as set forth in this Agreement, including, but not limited to, in Article 19 below.

        5.10     Ownership of Materials.    All material and work covered by progress payments made shall upon such payment become the sole property of Owner, however the Contractor shall not be relieved from the risk of loss and responsibility for all material and Work upon which payments have been made or the restoration of any damaged Work (Contractor's risk of loss, however, shall be subject to the terms and provisions of the OCIP). Contractor represents and warrants to Owner that (i) title to all of the Work, materials and equipment covered by any Application for Progress Payment will pass to Owner upon the earlier of incorporation in the Work or receipt of payment by Contractor, and such title shall be free and clear of all liens, claims, security interests or encumbrances; (ii) the vesting of such title shall not impose any obligations on Owner or relieve Contractor of any of its obligations under the Contract Documents; (iii) Contractor shall remain responsible for damage to or loss of the Work, whether completed or under construction, until responsibility for the Work has been accepted by Owner in the manner set forth in this Agreement (Contractor's risk of loss, however, shall be subject to the terms and provisions of the OCIP); and (iv) no Work covered by an Application for Progress Payment and no material or equipment incorporated in the Work will have been acquired or incorporated into the Work, subject to an agreement under which an interest in the Work or an encumbrance on the Work is retained by the seller or otherwise imposed by Contractor or such other person.

        5.11     Deposits and Payments.    If any deposits are required for the purchase of any materials, such deposits will be specifically identified by category and credited against amounts as billed in that category. Contractor agrees to receive and hold all payments to it by Owner as trust funds to be applied only to the payment of Costs of the Work and then to the payment of the Contractor's Fee. Contractor will, promptly upon written request from Owner, account for any and all funds theretofore received by Contractor from Owner. Contractor agrees to arrange to purchase such materials or equipment in advance of the time for installation in the Project as are deemed advisable by Owner or Contractor, provided such purchases in excess of $200,000.00 are approved by Owner and Owner's Lenders. Upon payment to Contractor of approved deposit amounts, Contractor shall provide Owner with an assignment of Contractor's rights relating to such deposit made and agreement for purchase of such item.

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        5.12     Waiver.    Owner's allowance or payment of any item pursuant to any Application for Progress Payment or otherwise shall not constitute approval of the Work or the Application for Progress Payment, or result in Owner's waiver of any claims, all of Owner's rights being specifically reserved, and no such payments shall operate as an admission on the part of Owner as to the propriety or accuracy of any amounts on such Application for Progress or Final Payment (except Final Payment shall constitute a waiver by Owner only to the extent provided in Section 5.8.7 hereof). A progress payment, or partial or entire use or occupancy of the Project by Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. Owner shall not be bound by any entries in previous Applications for Progress Payment and shall be permitted to make corrections for errors therein. Owner's Final Contractor's Fee installment payment and Final Payment shall in no way relieve Contractor of any obligations or responsibilities under the Construction Documents which extend beyond the date of such payment.

        5.13    Materials Off-Site.    All materials which are the subject of an Application for Progress Payment (or Application for Final Payment, if applicable) shall be stored at all times at the Project, in a bonded warehouse or such other secured facility satisfactory to Owner and Owner's Lenders, or at the premises of the manufacturer or fabricator (in which event the materials shall be appropriately marked and identified with the applicable purchase contract and physically segregated in an area with access to a public street), until the materials are incorporated into the Project; provided that if the materials are stored with the manufacturer or fabricator, Owner must receive evidence satisfactory to Owner of the creditworthiness of the manufacturer or fabricator and/or Contractor shall procure and deliver or cause to be procured and delivered to Owner such dual obligee performance and labor and material payment bond or bonds, in form, substance and amount satisfactory to Owner and Owner's Lenders, as Owner and Owner's Lenders may require. Furthermore, Contractor shall:

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ARTICLE VI.
OWNER'S RESPONSIBILITIES

        6.1      Information and Services.    Owner shall, at such times as are reasonably required for the successful and expeditious completion of the Work, provide Contractor with information and services at Owner's expense as follows:

        6.2      Limitations.    Information on the Site and local conditions affecting the Site and any and all other information, reports, studies, surveys and materials provided by Owner pursuant to Section 6.1.2 above or otherwise, is furnished solely for the convenience of Contractor only, and without any representation, warranty or guarantee of accuracy, adequacy, correctness or completeness by Owner and Owner hereby disclaims all such warranties, guarantees and representations. Except to the extent set forth in Article 13 below, and except to the extent the information and materials supplied by Owner contain inaccurate information that was not known to Contractor to be inaccurate (and such inaccuracy would not have been reasonably discovered by Contractor in the exercise and/or performance of its obligations under the Contract Documents), Contractor assumes the risk of such conditions and shall fully complete the Work at no additional cost to Owner and within the Contract Time (subject to Contractor's right to use the Construction Contingency as provided in Section 3.1.6 hereof, to the extent there remain funds therein, and regardless of whether any funds remain in the Construction Contingency, Contractor shall still be liable for such costs).

        6.3      Project Representative.    Owner has designated Todd Nisbet and Kenn Wynn, each as its "Project Representative" to be Owner's authorized representative (either acting alone) to provide approvals and directives necessary for the day-to-day administration of the Project, including the Work. Contractor acknowledges and confirms that no apparent authority, agency or similar claims may be made by Contractor with respect to any approval, authorization, order or decision given or made from and after the execution date of this Agreement by any purported representative or employee of Owner other than either of Owner's Project Representatives in writing (or such other individual authorized in writing by Owner), and all such claims are hereby waived by Contractor.

        6.4      Approval of Major Purchases.    Notwithstanding anything in the Contract Documents which may indicate otherwise, all purchase orders in excess of $250,000.00 for the supply by Contractor of materials and equipment specified in the Contract Documents for incorporation into the Work shall require the prior written approval of Owner.

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        6.5      Site Access.    Owner, Owner's Lenders, Architect and any party designated in writing by Owner shall at all times have, and Contractor shall provide, complete and unfettered access to the Site and the Work in progress and preparation wherever located at all times for any and all purposes as Owner and/or Owner's Lenders may desire. Visits to the Site or observations of the Work by Owner, Architect, any party designated by Owner, Owner's representatives or contractors, or Owner's Lenders shall in no way relieve Contractor from its obligations to carry out the Work in accordance with the Contract Documents. Subject to the terms of the Contract Documents, Owner and Owner's other contractors shall work without causing labor disharmony, coordination difficulties, delays, disruptions or interferences with Contractor, Subcontractors and Vendors.

        6.6      Payments.    Owner shall timely make payment to Contractor of amounts properly due Contractor under and subject to (including Owner's right to offset and withhold as provided in) the Contract Documents.

        6.7      Proof of Funding.    Upon Contractor's request, and subject to availability to Owner and the rights of Owner's Lenders, Owner will provide to Contractor a copy of the loan commitment and loan disbursement agreement between Owner and Owner's Lenders relating to the provision and disbursement of funds to Owner for its obligations under this Contract (excluding therefrom information deemed proprietary or confidential by Owner or Owner's Lenders).

        6.8      Good Faith.    Owner shall use good faith in performing its obligations under the Contract Documents, and shall not unreasonably delay its review of and/or response to matters requiring Owner's review and/or response under the Contract Documents.

        6.9      Timely Delivery of Drawings.    Owner acknowledges and agrees that to maintain the Project Schedule and the Guaranteed Maximum Price, subject to any allowed extensions and/or increases, the Drawings and Specifications need to be consistent with the Guaranteed Maximum Price Premises and Assumptions and delivered by Owner within the terms required in the Project Schedule. Contractor acknowledges and agrees that the (i) Drawings and Specifications issued through May 6, 2002 and labeled "Le Rêve Highrise," and (ii) Drawings and Specifications issued through May 13, 2002 and labeled "Le Rêve Lowrise-Area 1" previously provided to Contractor, comply with the Guaranteed Maximum Price Premises and Assumptions.

ARTICLE VII.
CONTRACTOR'S RESPONSIBILITIES

        7.1      Contractor's Specific Representations.    By entering into this Contract, Contractor undertakes to furnish its best skill and judgment and to cooperate with Owner in furthering the best interests of Owner, the Work and the Project, and shall use good faith in performing its obligations under the Contract Documents. By entering into this Contract, Owner is relying upon the specific undertakings, representations and warranties of the Contractor in favor of Owner as follows, and Contractor hereby represents, warrants and covenants to Owner that:

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        7.2      General Description.    Contractor covenants and agrees that Contractor's Work and all Work performed by any Subcontractor or Vendor shall be carried out: (a) with a proper supply of labor, materials and equipment; (b) in full compliance with the requirements contained in, indicated on and reasonably inferable from the Contract Documents given Contractor's status as a contractor experienced with construction projects similar in size and complexity to the Work, (c) in full compliance with all applicable laws, consents, ordinances, mitigation measures, codes, rules, directives, orders, permits, statutes, and regulations, whether federal, State or local, and whether governmental or public administrative (collectively, "Laws"); (d) diligently and in the best manner to assure completion on or before the Guaranteed Date of Substantial Completion, (e) in full compliance with the "Technical Studies and Reports" set forth on Exhibit K attached to this Agreement, (f) by qualified design professionals where applicable, and (g) in full compliance with the terms of the OCIP (as defined in Section 15.1 of this Agreement) and any other insurance applicable to the Work. The term Laws shall also include, without limitation, those specific permits, approvals and entitlements set forth on Exhibit L attached to this Agreement. Except to the extent provided otherwise in this Agreement, including, without limitation, Section 7.3 below, Contractor shall not be responsible for whether the design aspects of the Drawings or Specifications conform to Laws applicable to the design aspects of the Drawings or Specifications (including but not limited to ADA design requirements). Applicable Laws shall supersede the Contract Documents if there is any conflict; provided, however, that if any applicable Laws shall necessitate a Change to or deviation from the Contract Documents, Contractor shall obtain Owner's written consent prior to implementing that Change. Contractor shall be

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responsible for failing to report any discrepancy between the Contract Documents and applicable Laws of which Contractor knows or should have reasonably known in the exercise of due diligence and prudent judgement and consistent with the terms of the Contract Documents. If Contractor performs any part of the Work in violation of any such applicable Laws, Contractor shall bear all costs of correction and adverse scheduling impacts as Non-Allowable Costs of the Work. Should any governmental authority having jurisdiction over the Work mandate compliance with any changes to applicable Laws or Laws that have been enacted after Work has commenced, Contractor shall, subject to consultation with and written approval by Owner, construct the Work in accordance with such applicable Laws, the cost of which will be a Modification. In fulfilling its responsibilities under the Contract Documents, Contractor shall furnish, coordinate, manage and pay for all services and personnel, labor, machinery, tools, materials, necessary to:

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        7.3      Preconstruction Services.    Contractor shall as a Cost of the Work furnish, coordinate, manage and pay for all services, personnel, labor, material, equipment, machinery and tools for the Work, and shall:

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        7.4      Systems and Procedures.    Contractor shall develop, for Owner's review and approval, and implement a system and procedures for:

        7.5      Schedule Meetings and Records.    After execution of the Contract and prior to commencement of the Work, Owner shall schedule a meeting with Contractor for the purpose of outlining and clarifying the proposed Work, security and use of the Site, potentially difficult aspects of the Work of which Owner is actually aware and responding to questions of those attending.

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        7.6      Contractor's Operations.    Contractor shall: (a) confine its operations at the Site to areas designated by Owner; (b) not unreasonably encumber the Site or encumber areas in the vicinity of the Site with materials, equipment or debris; (c) coordinate its activities with the Owner's Project Representative and Owner's other contractors in advance; and (d) not block or hinder public parking facilities without Owner's prior written approval. To the extent reasonably possible, Contractor shall preserve and protect all existing vegetation on or adjacent to the Site which is not to be removed or required to be disturbed in the performance of the Work. Contractor shall be solely responsible for all costs and expenses incurred as a result of failure to adhere to the requirement of this Section (subject to Contractor's right to use the Construction Contingency as provided in Section 3.1.6 hereof, to the extent there remain funds therein and regardless of whether any funds remain in the Construction Contingency, Contractor shall still be liable for such damages, costs and expenses). Contractor shall make itself familiar with and use all best efforts to protect all existing improvements and/or utilities at or near the Site from damage. Contractor shall be solely responsible for repairing any such damage and for the related costs and expenses (subject to Contractor's right to use the Construction Contingency as provided in Section 3.1.6 hereof, to the extent there remain funds therein and regardless of whether any funds remain in the Construction Contingency, Contractor shall still be liable for such damages, costs and expenses). Neither Contractor nor any Subcontractor or Vendor shall post, erect or place on the Site, the Work, Owner's premises or the Project any sign, banner, billboard or display for marketing, advertising, promotional or other similar reasons, and no trade names or other identification shall appear on any item of the Work or at any place on the Project where such name or identification will be seen by the general public, except as approved in writing by Owner.

        7.7      Site Discipline.    Contractor shall employ, and require all Subcontractors and Vendors to employ, only skilled workers properly qualified by experience and ability to perform the tasks assigned to them. Contractor shall at all times be responsible for strict discipline and good order among its employees, craft labor, agents and representatives as well as the employees, craft labor, agents and representatives of its Subcontractors and Vendors while performing Work and all other persons performing any Work. When requested by Owner, Contractor shall remove and shall not re-assign to the Work any person who, in Owner's reasonable opinion, is disorderly, insubordinate, unsafe, unskilled, incompetent or otherwise unfit for tasks assigned to them.

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        7.8      Site Security.    In cooperation with Owner, Contractor shall develop and implement an effective security program for protection of the Work in progress. Contractor shall secure, protect and be responsible for (consistent with the terms of the OCIP), and shall provide all necessary or desirable measures for security and protection at and on the Site and the Work, and of all materials, supplies, tools and equipment and all other improvements and personal property at the Site or in the vicinity of the Site, whether or not incorporated into the Work, including, but not limited to, utilizing fences, gates, cameras, and patrols. Provided, however, Contractor shall not be responsible for securing those portions of the Site under the control of the other contractor constructing the separate parking garage portion of the Project. Contractor shall bear the cost of, and be liable for as a Non-Allowable Cost of the Work (subject to Section 3.2 hereof), and promptly shall remedy, all loss and damage to any Work, tools, equipment and all other improvements and personal property of the Site from any cause whatsoever, except to the extent of loss or damage caused by Owner's negligence or willful misconduct or by the negligence or willful misconduct of Owner's separate contractors and their agents and employees (subject to Contractor's obligations under the Contract Documents to coordinate and monitor the work of such other Owner contractors). Owner may elect to provide and/or maintain security (including patrol guards) of its own choosing for the whole or portions of the Work and/or Site and/or adjacent property, but Owner shall not have any obligation, responsibility or liability of any kind to any party whether or not Owner arranges for any security. Such Owner arranged or provided security shall in no event release Contractor from or diminish any of Contractor's obligations under the Contract Documents, including without limitation this Section 7.8, and solely Contractor shall be responsible for security at and of the Work and Site, regardless of any security arranged for by Owner. Owner shall not assume or incur any responsibility or liability relating to any security arranged by Owner. Contractor shall cooperate with Owner's security personnel and shall comply with all requests made by such personnel to secure and protect the Work and the Site.

        7.9      Coordination With Others.    Contractor acknowledges that Owner reserves the right to engage other contractors, engineers, inspectors, consultants and/or its own personnel to provide work or

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services relating to the Project which may be carried out concurrently with Contractor's Work. Specifically, and without limitation, Contractor acknowledges that FF&E procurement and installation (except as expressly provided on Exhibit F attached hereto as to installation) is excluded from Contractor's Work but completion of same within the times set forth on the agreed upon Project Schedule is necessary to achieve Substantial Completion as defined in Section 12.1 below, and that a portion of Contractor's Work will include installing materials and equipment in the Project procured by Owner and provided by Owner to Contractor. Owner shall retain separate contractors and vendors for FF&E procurement and installation as Owner desires; provided, however, upon Owner's request Contractor agrees to cooperate with Owner, including joint purchase arrangements, with respect to purchases of materials, supplies and equipment, including FF&E, where such cooperation and joint purchase may lead to a savings in purchase costs relating to such items as determined by Owner. Contractor shall fully cooperate by coordinating its Work with any work or services being performed by Owner and Owner's other contractors, engineers, inspectors and consultants as follows:

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        7.10     Product and Design Substitutions

        7.11    Tests and Inspections

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        7.12    Access to Stored Material.    Owner and Owner's Lenders may enter upon the location where any material or equipment is manufactured or stored for purposes of inspection, checking, testing or for any other purpose Owner or Owner's Lenders deem reasonably necessary.

        7.13    Shop Drawings, Product Data and Samples

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        7.14    Project Record Documents and As-Built Requirements.    Contractor shall maintain at the Site one (1) record copy of all Specifications, Drawings, approved Shop Drawings, Change Orders and other modifications, addenda, Schedules and instructions, in good order.

        7.15    Site Clean Up.    All work performed under this Contract shall comply with all Laws governing applicable noise, dust and pollution control requirements.

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        7.16    Construction Facilities and Temporary Controls.    Contractor shall be solely responsible for the design, transport, erection, inspection and maintenance of all temporary supports and structures;

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including, but not limited to, electricity and lighting, heat, telephone and fax, water, sanitary facilities, fire protection, hoisting equipment and machinery, staging and scaffolding, temporary equipment and materials, all shoring and bracing, all cranes, hoists, derricks and supports, barriers and fencing, water control, field office, storage facilities and all other types of temporary supports and structures required for the Work and provided by Contractor or its Subcontractors while performing the Work. Contractor shall provide and maintain reasonable safety precautions to protect the public and avoid obstruction or interference with vehicular or pedestrian traffic in public streets, alleyways or private rights-of-way. Contractor shall, or shall cause Subcontractors to, leave proper access to hydrants and other similar places, and shall provide sufficient lighting during working hours and from twilight of each day until full daylight of each following day. When work is suspended, Contractor shall, or shall cause Subcontractors to leave roadways and sidewalks in proper condition and restore all such to good condition on completion of the Work and in compliance with all laws. Contractor shall, or shall cause Subcontractors to, maintain and keep in good repair, shift and alter as conditions may require, all guard rails, passageways and temporary structures and remove same when the Work is completed or when the need for their use has ceased.

        7.17    Cutting and Patching of Work.    Contractor shall be responsible for all cutting, fitting or patching of the Work that may be required to properly complete the Work or make its parts fit together properly. Any costs resulting from improper cutting, fitting and patching to any work performed by Owner or any other contractors to Owner shall be Contractor's responsibility. Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. Contractor shall not cut or otherwise alter such construction by Owner or a separate contractor except with consent of Owner and of such separate contractor. Contractor, if required by Specifications and Drawings, shall make connections to materials or equipment furnished, set, and/or installed by other contractors. No Work connecting to such materials or equipment provided by other contractors shall be done without giving such contractors a reasonable length of time to complete their work or until permission to proceed has been obtained from Owner. Owner shall secure and provide to Contractor the Shop Drawings from Owner's other contractors for such of their work as is to be built into Contractor's Work, or to which Contractor must make connection, and Contractor shall review and advise Owner of any discrepancy or unsuitability relative to its own Work. Each contractor shall provide all openings and chases in its own work, necessary for the installation of process equipment, and shall fill in around the same afterwards, if required.

        7.18    Performance and Payment Bond Requirements

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        7.19    Liens.

        7.20    Royalties and Patents.    Contractor shall pay as a Cost of the Work in accordance with Section 3.2.11 hereof all royalties and license fees relating to the Work. Contractor shall defend suits or claims for infringement of patent rights and shall indemnify and hold Owner harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents. However, if Contractor has reason to believe that the required design, process or product is an infringement of a patent, Contractor shall be responsible for such loss unless such information is promptly furnished to Owner.

        7.21    Training.    Prior to and as a condition to payment of the Final Payment, Contractor shall orient and instruct the responsible maintenance personnel designated by Owner in the operations of all equipment and shall provide the maintenance personnel with pertinent literature and operational manuals for all equipment designated by Owner.

        7.22    Construction Photographs.    Contractor shall submit color construction photographs to Owner, Owner's Lenders and the Architect with each month's Application For Payment during the Work. Each month, such photographs shall consist of four (4) views of the building from ground-view points as directed by Owner or the Architect.

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        7.23    Statement of Unpaid Claims.    Whenever requested by Owner, Contractor shall certify to Owner in writing (in a form satisfactory to Owner) the amounts then claimed by and/or due and owing from Contractor to any person(s) for labor and services performed and materials and supplies furnished relating to the Work, setting forth the names of the persons whose charges or claims for materials, supplies, labor, or services have been paid and whose charges or claims are unpaid or in dispute, and the amount due to or claimed by each respectively.

ARTICLE VIII.
ARCHITECT

        8.1    Architect's Administration of the Contract

ARTICLE IX.
SUBCONTRACTORS AND VENDORS

        9.1    Subcontractors and Vendors.    Contractor shall be responsible for the performance of Subcontractors and Vendors of every tier to the same extent as if performed by Contractor on a direct basis, including coordination of those portions of the Work performed by Subcontractors and Vendors.

        9.2    Consent To Use Proposed Subcontractors and Vendors.

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        9.3    Form of Subcontracts and Purchase Orders.    Contractor shall furnish Owner and Owner's Lenders with a copy of Contractor's proposed forms for use as subcontracts and purchase orders (which includes professional services agreements) for Owner's review and approval prior to Contractor's use thereof, and Contractor shall only enter into those subcontracts approved by Owner in writing, without material modification; provided, however, subcontracts and purchase orders which do not subject Contractor to liability in excess of $500,000 individually, and otherwise are in accordance with the Contract Documents, shall not require Owner's prior written approval. Contractor shall furnish to Owner a copy of each subcontract and purchase order it enters into in connection with the Work within ten (10) calendar days after execution of such subcontract or purchase order. All subcontracts and purchase orders shall require all Subcontractors and Vendors to assume toward Contractor the same legal obligations and responsibilities which Contractor assumes toward Owner in this Contract, including requiring the indemnities provided in Article 14 hereof, except as specifically provided otherwise in the Contract Documents or waived by Owner in writing. All subcontracts and purchase orders shall require that the subcontract may not be assigned by Subcontractor but permit the assignment of the subcontract by Contractor to Owner or a third party designated by Owner, including Owner's Lenders, as provided in Section 9.8 and Article 21 of this Agreement. All subcontract agreements and purchase orders shall conform to the requirements of the Contract Documents. All subcontracts and purchase orders shall also provide that any warranties contained or referenced therein shall run to the benefit of and be enforceable by Owner and Owner's Lenders. Contractor shall not waive or fail to exercise any material or significant right or remedy under any subcontract or waive any material or significant default under any subcontract without Owner's prior written approval.

        9.4    Subcontractors and Vendors Designated By Owner.    Contractor shall not be required to contract at its own risk with a Subcontractor or Vendor when Contractor has a reasonable objection, provided that the reason for such objection is identified to Owner in writing with five (5) calendar days of Owner's designation objected to by Contractor.

        9.5    Payments to Subcontractors from the Contractor.    Contractor agrees to pay each Subcontractor and Vendor within five (5) days of receipt of each progress payment from Owner an amount equal to the percentage of completion allowed to the Contractor on account of the Work of such Subcontractor or Vendor but not more than amount set forth for such respective Subcontractor and Vendor in the applicable Application for Progress Payment, less the percentage retained and amounts withheld from payments to the Contractor. Contractor further agrees to require each Subcontractor to make similar payments to its Subcontractors and Vendors. The obligation of Contractor to pay Subcontractors and Vendors (and their obligation to pay their Subcontractors and Vendors) is an independent obligation from the obligation of Owner to make payment to Contractor. Owner shall have no obligation to pay or to see to the payment of any monies to any Subcontractor or Vendor.

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        9.6    Subcontractor and Vendor Replacements.    Contractor shall not replace any Subcontractor or Vendor who has been approved by Owner, unless Owner gives prior written approval to the replacement.

        9.7    Communications With Subcontractors and Vendors.    In cooperation with, and upon notice to Contractor, Owner and Owner's Lenders shall have the right at any time and from time to time to contact Contractor's Subcontractors and Vendors to discuss the progress of their portion of the Work. Contractor shall have the right to be present at the time of any such direct communications, excepting only if Contractor is in default under the Contract or unreasonably refuses to attend meetings after Owner has given Contractor reasonable advance notice and opportunity to be present. Notwithstanding the exercise of any of Owner's and Owner's Lenders' rights of direct communication in the subcontracting process or the process of managing subcontracts, Contractor shall be responsible and liable to Owner for all acts or omissions of Subcontractors and Vendors and their respective agents and employees and any other person performing any of the Work under an agreement with Contractor or any Subcontractor or Vendor.

        9.8    Assignment.    Contractor hereby assigns to Owner all its interest in all subcontract agreements and purchase orders now existing or hereafter entered into by Contractor for performance of any part of the Work, which assignment will be effective only upon acceptance by Owner in writing and only as to those subcontract agreements and purchase orders that Owner designates in said writing. Such assignment may not be withdrawn by Contractor prior to expiration of the Warranty Period, and Owner may accept said assignment at any time during the course of construction prior to expiration of the Warranty Period. Upon such acceptance by Owner: (a) Contractor shall promptly furnish to Owner the originals or copies of the designated subcontract agreements and purchase orders, and (b) Owner shall only be required to compensate the designated Subcontractor(s) or Vendor(s) for compensation accruing to same for Work done or materials delivered from and after the date as of which Owner accepts assignment of the subcontract agreement(s) or purchase order(s) in writing. All sums due and owing by Contractor to the designated Subcontractor(s) or Vendor(s) for Work performed or material supplied prior to the date as of which Owner accepts in writing the subcontract agreement(s) or purchase order(s), and all other obligations of Contractor accruing prior to Owner's written acceptance of such assignment, shall constitute a debt and an obligation solely between such Subcontractor(s) or Vendor(s) and Contractor, and Owner shall have no liability with respect such sums or any other obligations of Contractor. It is further agreed that all subcontract agreements and purchase orders shall provide that they are freely assignable by Contractor to Owner and Owner's assigns (including Owner's Lenders) under the terms and conditions stated in this Section and that all such Subcontractors and Vendors shall continue to perform their Work for Owner (or Owner's Lenders as the case are) pursuant to the terms of the respective subcontract or purchase order. Owner agrees not to accept such assignment solely for the purpose of intentionally causing Contractor harm and in bad faith.

ARTICLE X.
WARRANTY OBLIGATIONS

        10.1    Contractor's Warranty.    Contractor guarantees and warrants to Owner that (a) the Work, whether performed by Contractor's own personnel or by any Subcontractors or Vendors, shall be first class in quality, free from all defects whatsoever (including, without limitation, patent, latent or developed defects or inherent vice (except inherent vice or developed defects resulting solely due to material specified by the Contract Documents unless Contractor knows or should reasonably have known through the exercise of their obligations and due care that such specified items are subject to inherent vice or developed defects), and in strict conformance with the Contract Documents, the highest standard for construction practices and quality applicable to first class projects associated with luxury resorts, and (b) all materials, appliances, mechanical devices, equipment and supplies incorporated into the Work shall be new and of such quality to strictly meet or exceed the

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Specifications and requirements of the Contract Documents. If requested by Owner at any time and from time to time, Contractor will furnish satisfactory evidence to Owner as to the kind and quality of materials, appliances, mechanical devices, equipment and supplies. All Work not conforming to the requirements of this Section (including, without limitation, substitutions or deviations not properly approved and authorized by Owner in writing), shall be considered defective.

        10.2    Contractor's Warranty Period.    While Contractor, Subcontractors and Vendors shall be responsible for strict compliance with the requirements of Section 10.1 above throughout the course of the Work, the "Warranty Period" shall commence upon the issuance of a Certificate of Substantial Completion for the Work as a whole pursuant to Section 12.1 of this Agreement and shall extend for a period of twelve (12) months from the date of issuance of such Certificate or for such longer period as set forth in an applicable manufacturer's warranty or as may be required by applicable Laws. Nothing contained in this Article 10 shall be construed to establish a period of limitation with respect to other obligations which Contractor might have under the Contract Documents or under applicable law, in equity or otherwise, or reduce the period of any other similar warranty or guaranty that may apply at law or otherwise to the Work.

        10.3    Compliance With Contract Documents.    Upon receipt of Owner's written notice at any time during the course of the Work or during the Warranty Period, and during any longer period of time as are prescribed by any applicable Laws or other applicable terms, Contractor (at no cost to Owner) shall at Contractor's sole cost promptly perform all corrective services (including, without limitation, furnishing all labor, materials, equipment and other services at the Site and elsewhere) to Owner's satisfaction as may be necessary to remedy any defective workmanship or omissions in the Contractor's Work, including without limitation, promptly correct or replace any Work rejected by Owner or which is incomplete, defective or fails to conform to the Contract Documents, whether observed before or after Final Completion of the Work and whether or not fabricated, installed, or completed. Contractor's compliance with its obligations as stated in this Article 10, and Owner's acceptance of such corrective services, shall at all times be determined by ascertaining whether Contractor has achieved strict compliance to Owner's reasonable satisfaction with both the written and inferable requirements contained in the Contract Documents.

        10.4    Warranty Costs.    All costs incurred by Contractor in fulfilling Contractor's remedial warranty obligations as set forth on this Article 10 shall be Non-Allowable Costs of the Work and shall be solely Contractor's responsibility which Contractor shall pay, including, without limitation, additional testing and inspections and compensation for the services of any professional or consultant made necessary thereby. Contractor shall also, as part of Contractor's warranty and guarantee at Contractor's own expense, repair or replace any other damaged components, material, finishes, furnishings and other Work or portions of the Project or other property damaged, affected or otherwise made necessary by or resulting from such defective, non-conforming or incomplete Work, to return the same to their original condition. In addition, and notwithstanding anything to the contrary in this Agreement, if within one (1) year after Substantial Completion any portion of the Work (including, without limitation, any roof and any walls) is not watertight and leakproof at every point and in every area (except where leaks can be attributed to damage to the Work proximately caused by extraordinary, external forces beyond Contractor's control and which Contractor could not reasonably have anticipated), Contractor shall, immediately upon notification by Owner of water penetration, determine the source of water penetration and, at Contractor's own expense, do any work necessary to make the Work watertight.

        10.5    Timeliness of Corrective Services.    Contractor shall use all best efforts to fully perform all warranty and corrective services to Owner's satisfaction within five (5) calendar days of the receipt of Owner's written notice of defective workmanship. If the corrective services require more than five (5) calendar days for completion, Contractor shall submit, within five (5) calendar days of receipt of Owner's written notice, a comprehensive written proposal itemizing all corrective actions necessary which Contractor is prepared to and shall immediately undertake and diligently pursue to enable the

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Work to achieve strict compliance with the Contract Documents, including the latest Drawings and Specifications. In performing such corrective Work, Contractor shall perform its Work so as to cause the least inconvenience and disruption to Owner's business which may require performance of Work at hours when Owner's business is least active. Contractor shall not be entitled to the extra costs, if any, incurred in connection with performing corrective Work at non-business hours. Additionally, the provisions of Section 7.6 and 7.7 of this Agreement relating to cooperation with Owner, access, avoidance of disruption and related matters as set forth therein shall also apply to the performance of any warranty related work.

        10.6    Warranty Survival.    Contractor's warranty obligations set forth in this Article 10 shall apply to Work done by Subcontractors or Vendors, as well as to Work done by direct employees of Contractor, and such provisions shall survive acceptance of the Work and survive any termination of the Contract and Contractor shall be responsible to fully indemnify and hold Owner harmless from any and all liens, claims, lawsuits, costs and expenses which may arise out of the failure of the Contractor to fulfill its warranty obligations pursuant to this Contract.

        10.7    Owner's Right To Correct.    In the event Contractor fails to timely correct incomplete, nonconforming or defective Work following Owner's written notice described in Section 10.5 above, Owner shall have the right to correct or arrange for the correction of any defects or omissions in the Work at the Contractor's sole cost and expense and not as Costs of the Work. Contractor shall bear all costs incurred by Owner in correcting such defective Work, including, but not limited to, additional costs for redesigns by the Architect and other design consultants, replacement contractors, materials, equipment and all services provided by Owner's personnel. Owner shall be entitled to withhold and offset all costs incurred during any such corrective work against any funds which are otherwise due or which may become payable to the Contractor. If payments then or thereafter due Contractor are not sufficient to cover such amount, Contractor shall immediately upon demand pay the difference to Owner.

        10.8    Owner's Right to Supplement Work of Contractor.    If the Contractor violates or breaches any of the terms, conditions or covenants of the Contract, then Owner may, without prejudice to any other remedy it may have and following the expiration of any applicable cure periods, provide such reasonable labor and materials as are reasonably necessary to remedy such deficiency including the right to hire another contractor to supplement the Work of the Contractor and deduct all costs thereof from any money due or thereafter becoming due to the Contractor and reduce the Guaranteed Maximum Price by all such amounts.

        10.9    Acceptance of Non-Conforming Work.    Owner may, in its sole discretion, elect to accept a part of the Work which is not in accordance with the requirements of the Contract Documents. In such case, the Guaranteed Maximum Price shall be reduced as appropriate and equitable. Owner's acceptance of any non-conforming Work shall not waive or otherwise affect Owner's right to demand that Contractor correct any other defects or areas of non-conforming Work.

        10.10    Warranty Exclusions.    Contractor's warranty obligations shall not apply to defects caused by ordinary wear and tear, insufficient maintenance or improper operation or use by Owner.

        10.11    Written Guaranty.    All guarantees and warranties specified in the Contract, including Contractor's general warranty in this Article 10, shall be executed in writing by Contractor and each Subcontractor on their respective letterhead, signed jointly by Contractor and Subcontractor, and furnished to Owner upon commencement of the respective term of each such guarantee and warranty and as a condition to Final Payment. Owner shall, in addition to the guarantee and warranty provided in this Article 10, also have the benefit of, and Contractor shall assign to Owner in form and substance satisfactory to Owner, all warranties, service life policies, indemnities and guarantees with respect to any and all materials, appliances, mechanical devices, supplies and equipment incorporated into the Work and given by the manufacturer, retailer, or other supplier, which shall be supplied and assigned

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to Owner promptly after such is received by or becomes available to Contractor and as a condition to Final Payment. Further, at Owner's request, Contractor shall assist Owner in enforcing all such warranties, guarantees, policies and indemnities.

ARTICLE XI.
SCHEDULING, DELAYS AND ACCELERATION

        11.1    Owner's Right to Modify.    Notwithstanding the Project Schedule, Owner has the right to modify or otherwise change the sequence of the Work and Contractor shall comply therewith and adjust schedules accordingly. If Contractor believes such modification or change causes a delay or acceleration in the completion of the Work, Contractor shall provide written notice to Owner in accordance with Sections 11.6 and/or 11.8 below. Any such modifications or changes in sequence applies only to scheduling and shall not be construed to mean a change in the method or means employed by Contractor for the execution of the Work.

        11.2    Project Schedule.    Contractor has furnished a detailed "Project Schedule" describing the activities to be accomplished and their dependency relationships. The Project Schedule includes an agreed upon Design and Permit Schedule setting forth time periods for Owner to provide Drawings and Major Permits to Contractors, and an agreed upon construction schedule setting forth Interim Milestone Dates for Contractor to achieve certain construction completion milestones. Contractor's and Owner's performance will be measured against the Project Schedule. The Project Schedule (and any revisions thereto) shall be updated and revised at appropriate intervals as required by Owner or the current and projected conditions of the Work and Project, shall designate those items on the critical path of the Work, shall be related to the entire Project to the extent required by the Contract Documents, shall indicate dates necessary to vacate various work areas, and shall provide for expeditious and practicable execution of the Work. The Project Schedule and all subsequent updates and revisions shall be printed in a tabular bar chart format. Contractor shall provide Owner with a diskette containing an electronic copy of the Project Schedule as submitted, including all logic diagram formats.

        11.3    Schedule Updates.    Contractor shall submit a "Schedule Update" along with each monthly Application For Progress Payment for comparison to the Project Schedule. The First Schedule Update shall be dated and identified as "Schedule Update No. 1" and shall identify the then current status of all major Work activities identified in the Project Schedule. All Schedule Updates shall include a comprehensive narrative setting forth (i) actual activity completion dates, (ii) the effect on the Project Schedule of any delays in any activities in progress and/or the impact of known or suspected delays which are expected to effect future Work, (iii) the effect of Contract Modifications on the Project Schedule, (iv) all actual and potential variances between latest Schedule Update and probable actual completion dates; (v) all Work activities not started or completed in accordance with the Project Schedule, and (vi) recommends specific Recovery Plans to Owner which may be necessary to achieve the Contract Time and/or relevant Interim Milestone Dates. All subsequent revisions shall be dated and numbered sequentially. In addition, each Schedule Update shall be clearly labeled to state the effective date of the current status information contained therein. Contractor's failure to provide Schedule Updates as required in this Section 11.3, or as otherwise mutually agreed in writing, shall be a material breach of this Contract.

        11.4    Force Majeure Delay.    All delays due to fire, industry wide labor disputes affecting the general Las Vegas, Nevada area and not limited to the Project (and not a jurisdictional dispute), adverse weather conditions not reasonably anticipatable, unavoidable casualties or other causes which, based on Contractor's extensive experience in constructing projects of similar scope and complexity in the same location and Contractor's representations contained in the Contract Documents, are unforeseeable and beyond the Contractor's reasonable control shall be a "Force Majeure Delay." Owner shall be excused from performance of its obligations to the extent of any Force Majeure events

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affecting Owner, but solely to the extent the failure to perform such obligations by Owner is attributable to that Force Majeure event.

        11.5    Owner Delay.    Any delays in Contractor's Work that are caused in whole or in part by Owner, its agents, consultants or separate contractors, and are not the fault of Contractor or any Subcontractor or any party for which either is responsible or liable at law or under the Contract Documents, shall be an "Owner Delay."

        11.6    Extensions of Time and Guaranteed Maximum Price Increases for Delay.

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        11.7    Limitations.    Contractor agrees for itself and for its Subcontractors, and will cause each Subcontractor to agree, that it will make no claim or claims against the Site, Project, Owner (or any party affiliated or associated with Owner or any assets of Owner), or Owner's Lenders for damages or

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losses incurred as a result of or arising out of delays in the Work, including but not limited to any Owner Delay or Force Majeure Delay. Any such delay in the Work, if claimed by or through Contractor, solely and completely will be compensated and balanced by (a) an extension of the Contract Time, and (b) an increase in the Guaranteed Maximum Price, strictly in accordance with Section 11.6 above, and such extension and increase shall be the sole and exclusive remedy for Contractor and all Subcontractors and Vendors for all delays. Contractor and each Subcontractor who performs any portion of the Work agree to accept such extensions at no additional cost (except as provided in this Section) to Owner, and waive and relinquish any right to payments of any kind for any delays. Further, the limitations in Section 17.4 hereof shall also apply to any delay.

        11.8    Recovery Plans.    The Guaranteed Maximum Price is based on Contractor working as many hours as necessary to properly perform the Work and achieve the Project Schedule requirements. In the event it is necessary for Contractor or any Subcontractor to work additional overtime in order to maintain the Project Schedule, Contractor shall be responsible for all costs relating to such overtime, though Contractor shall have the right to use the Construction Contingency in accordance with Section 3.1.6 hereof. "Recovery Plan" means a detailed narrative explanation clearly stating the scope and extent of any and all resource loading, activity re-sequencing and other acceleration activities required for all affected elements of the Work to enable Contractor to either: (a) complete the respective Interim Milestones by the respective Interim Milestone Dates; or (b) obtain Substantial Completion of the Work in its entirety within the Contract Time.

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        11.9    Accelerations for Owner's Convenience

        11.10    Schedule Coordination

        11.11    Flow-Down Provisions

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        11.12    Partial Occupancy Or Use.    Owner may occupy or use any completed or partially completed portion of the Work at any stage, including opening portions of the Project to the public. Notwithstanding any other provision of the Contract, any such partial occupancy or use shall not: (a) constitute final acceptance of any Work, or (b) relieve Contractor of responsibility for loss or damage because of or arising out of defects in, or malfunctioning of, any Work, material, or equipment, or from any other unfulfilled obligations or responsibilities under the Contract Documents; provided, however, Contractor shall not be liable for ordinary wear and tear resulting from such partial occupancy and use by Owner. Contractor shall cooperate fully with Owner, as Owner may request, in all aspects of Owner's partial use and occupancy of the Work and Project, including, without limitation, scheduling, allocation of utilities, access and storage, and all other arrangements. Unless and until Owner issues a Certificate of Substantial Completion pursuant to Section 12.1 below for such portion of the Work partially occupied or used by Owner, Owner shall not be obligated to pay (but may in its sole discretion elect to pay) Contractor Retainage relating to such portion of the Work at that time partially used or occupied by Owner, and it is the express intent of Contractor and Owner that Contractor waive the benefits of Section 624.620 of Nevada Revised Statutes.

        11.13    Other.    Subject to Owner making payment to Contractor of all amounts then due and owing to Contractor under and subject to the Contract Documents, Contractor agrees to prosecute the Work and to require all trade contractors to prosecute the Work in a timely and proper method and manner so as to meet the dates reflected on the Project Schedule, including the Guaranteed Date of Substantial Completion.

ARTICLE XII.
SUBSTANTIAL AND FINAL COMPLETION

        12.1    Substantial Completion Procedures and Requirements

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        12.2    Final Completion Procedures and Requirements

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ARTICLE XIII.
CONCEALED CONDITIONS AND UNCOVERING OF WORK

        13.1    Concealed Conditions

        13.2    Covering of Work

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ARTICLE XIV.
INDEMNIFICATION

        14.1    Indemnity

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        14.2    Defense Costs.    Subject to the limitations set forth in Section 14.3 immediately below, the indemnification provisions of Section 14.1 above, including defense costs, shall include all attorneys' fees, investigation costs, expert witnesses, court costs, and other costs and expenses incurred by the Owner Indemnitees and Contractor Indemnitees, as the case are, to the extent their interests appear.

        14.3    Hazardous Materials.    Contractor, its Subcontractors, and Vendors shall have no responsibility for the discovery, presence, handling, removal or disposal of pre-existing hazardous materials discovered on the Site, including asbestos, asbestos products, poly-chlorinated biphenyl (PCB) or other substances classified as hazardous by the Environmental Protection Agency of the U.S. Government or any other federal, state or local government agency, except to the extent addressed or covered in the Contract Documents or otherwise made known to or reasonably foreseeable by Contractor. If Contractor discovers the presence of any hazardous materials at the Site not otherwise called out in the Contract Documents or otherwise made known to or reasonably foreseeable by Contractor, Contractor shall promptly report the presence and precise location of any such materials to Owner and immediately stop Work in the affected area unless requested otherwise by Owner.

        14.4    Other Limitations.    Subject to the provisions of this Section 14.4, the obligations in Section 14.1above shall apply to and include those claims, causes of action, damages, liabilities, losses, obligations, awards, judgments, costs and expenses arising from the negligent, tortuous, intentional or other acts of the Owner Indemnitees or Contractor Indemnitees, as the case may be, and such indemnification obligations are primary to any insurance in the names of the Owner Indemnitees or Contractor Indemnitees. In the event of contributory negligence by any Owner Indemnitee or Contractor Indemnitee, as the case may be, the indemnifying party shall only be liable for payment of such claims and losses (including defense costs) in direct proportion to the indemnifying party's percentage of fault, if any, as determined by a court of competent jurisdiction, or as may be mutually agreed upon by Owner and Contractor. The indemnification obligations in this Article 14 shall not be construed to negate, abridge, or reduce other rights or obligations of Contractor or Owner, including, but not limited to, any obligation of indemnity which would otherwise exist at law or otherwise in favor of an Owner Indemnitee or Contractor Indemnitee. If any Action occurs or is threatened, the indemnifying party shall defend the Owner Indemnitees or Contractor Indemnitees, as the case may be, with counsel reasonably acceptable to such Indemnitee, at the indemnifying party's expense, unless such Indemnitee elects to defend itself, in which case the indemnifying party shall pay for such Indemnitee's reasonable defense costs. The indemnification obligation of Contractor (or any Subcontractor) and Owner under this Article 14 or otherwise under the Contract Documents, shall not be limited in any way by any limitation on the amount or type of insurance coverages carried whether pursuant to the Contract Documents or otherwise, the amount of insurance proceeds available or paid (except the indemnifying party shall be entitled to an offset against their indemnity obligation to the extent of any insurance proceeds actually received by the indemnitee, without condition or reservation, relating to any Action for which the indemnitee seeks to be indemnified pursuant to an indemnity in this

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Agreement), or any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any Subcontractor or Owner or other person or entity under workmen's compensation acts, disability benefit acts or other employee benefit acts. Provided, however, the liability limitations of Section 4.4 hereof shall apply to and limit Contractor's indemnity obligations in this Article 14 solely to the extent relating to damage for delay as set forth therein, and the liability limitations and releases in favor of Owner set forth in the Contract Documents, including Sections 11.7, 17.2.2, 17.3.2, 17.4, and 17.6 of this Agreement, shall be and are express limitations on Owner's indemnity obligations under this Article 14 (and all such indemnity obligations are expressly subject to any and all limitations on Owner's liability set forth in the Contract Documents).

        14.5    Survival of Indemnification Provisions.    The Contractor's indemnity obligations set forth in this Article 14 shall apply irrespective of whether or not any Subcontractors or Vendors obtain or fail to obtain insurance coverages as required herein, shall apply during the performance of any Work, and along with Owner's indemnity obligation in this Article 14 shall survive any termination of this Contract or the Final Completion of the Work.

        14.6    Risk.    Except to the extent expressly covered by the OCIP referenced in Article 15 below or otherwise expressly provided for in the Contract Documents, all Work (i) covered by the Contract Documents, (ii) done at the Site, (iii) in preparing or delivering materials or equipment, or (iv) providing services for the Project, or any or all of them, to or for the Project, shall be at the sole risk of Contractor.

ARTICLE XV.
INSURANCE

        15.1    Owner Controlled Insurance Program

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        15.2    Evidence of Coverage

        15.3    Deductibles.    If any policy required to be purchased pursuant to this Contract is subject to a deductible, self-insured retention or similar self-insurance mechanism which limit or otherwise reduces coverage, the deductible, self-insured retention or similar self-insurance mechanism shall be subject to Owner's and Owner's Lender reasonable approval and the responsibility of solely the Contractor in the event of any loss arising out of the acts or omissions of the Contractor, any Subcontractor or Vendor.

        15.4    Cooperation by the Parties.    Owner and Contractor shall fully cooperate with each other in connection with the collection of any insurance monies that are due in the event of a loss. Owner and Contractor shall promptly execute and deliver such proofs of loss and other instruments which may be required for the purpose of obtaining recovery of any such insurance monies.

        15.5    Duration.    All General Liability, Automobile Liability, Worker's Compensation and Employer's Liability insurance required by this Contract shall be kept in force without interruption until Final Completion of the Work in accordance with Section 12.2 above. Contractor and its Subcontractors shall maintain completed operations insurance for a period of two (2) years after Final Completion of the Work. The Builder's All-Risk Insurance shall remain in force until Contractor has achieved Final Completion of the Work in its entirety in accordance with Section 12.2 above.

ARTICLE XVI.
SAFETY AND COMPLIANCE

        16.1    Contractor's Site Safety Responsibilities.    Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work, and without limiting the foregoing, shall take all reasonable precautions for the safety of, and shall provide for all reasonable protections against loss of production time and prevent injury to, any of its employees, Subcontractors, Vendors, or their respective employees or any other persons who may be affected thereby, and all other persons at the Site or adjacent or nearby to the Site. Contractor shall prepare a site safety plan and submit such plan to Owner for review and comment prior to the

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commencement of Work. Such plan shall identify the location of the fire safety system, alarm system, fire-fighting apparatus and exit routes. Safety gear shall be provided for representatives of Owner, Owner's Lender's and Architect's personnel and all others while on Site. Contractor shall designate a person responsible for job safety. This person shall be thoroughly familiar with Contractor's safety manual and Owner's Project Construction Safety and Health Guidelines (described below), and shall require compliance of all applicable provisions of such manual and Guidelines. Contractor shall keep a copy of such manual and Guidelines on the Site. Contractor shall familiarize all Subcontractors and Vendors on safety measures.

        The foregoing requirements are not intended to be exclusive or exhaustive, and Owner shall not have any liability in any way relating to any of the foregoing or the absence of other requirements from the foregoing. Contractor shall be solely responsible to Owner for providing the Site a safe place to work for all persons (provided, however, Contractor shall not be responsible for the foregoing with regard to that portion of the Site under the control of the contractor for the parking garage). Contractor also agrees to and shall cause all Subcontractors and Vendors to, abide by Owner's Project Construction Safety and Health Guidelines (as the same may be amended, modified and supplemented from time to time by Owner), attached as Exhibit O to this Agreement.

        16.2    Compliance.    In addition to the requirements of Section 16.1 immediately above, Contractor shall give all notices, file all reports and obtain all permits which are applicable to the Contractor's

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operations or performance of the Work. Upon request, Contractor shall furnish Owner and Owner's Lenders with copies of all such notices, statements, reports, certificates or permits evidencing compliance. Contractor shall also keep Owner informed of any changes in Laws which may affect Contractor's performance of the Work or Owner's use thereof. Contractor shall indemnify, defend and save harmless Owner and the other Owner Indemnitees from and against any and all claims, losses, liabilities, fines or penalties in any manner arising out of Contractor's failure to comply with this Article 16.

ARTICLE XVII.
TERMINATION OR SUSPENSION OF THE CONTRACT

        17.1    Material Default By Contractor.    Owner may, following expiration of the applicable period described in Section 17.1.1 below, and without prejudice to any other rights or remedies of Owner, terminate this Contract in its entirety, or may elect to terminate any portion of the Contractor's Work, for default if the Contractor, including any Subcontractor or Vendor, fails to perform any of its material obligations under the Contract Documents, including fails to perform the Work in a diligent, expeditious, workmanlike and careful manner strictly in accordance with the Contract, or any breach of its material obligations in the Contract Documents. Upon such default, Owner may take possession of the Site and of all materials, tools, equipment and machinery thereon and may finish the Work by whatever method Owner may in good faith deem desirable and or expedient (or may elect not to finish the Work).

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        17.2    Termination For Convenience.    The parties' rights and remedies in the event of termination by Owner of all or a portion of the Work for Convenience shall be as follows:

        17.3    Suspensions By Owner

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        17.4    Limitations.    Owner shall have no liability to Contractor or any Subcontractor or Vendor, and Contractor nor any Subcontractor or Vendor will make and they hereby waive any claim for (a) compensation, expenses, additional fees or anticipated profits for unperformed Work, (b) delays, acceleration or disruption, (c) lost business or other opportunities, (d) special, indirect or consequential damages or losses or loss of use, (e) impaired bonding capacity, (f) unabsorbed, unrealized or other overheads, or (g) general conditions costs attributable to a termination for convenience, suspensions, reductions, delays or interruptions for convenience (except to the extent provided in Section 17.3.2 hereof) or breach, or a termination for default by Owner, and in no event shall there be any increase in the Guaranteed Maximum Price (except as expressly provided in Section 17.3.2 above) or Contractor's Fee as a result of any of the foregoing Owner elections under Sections 17.2 or 17.3 above or due to any other delays. All amounts payable by Owner shall be subject to Owner's right of audit and offset.

        17.5    Other Rights and Remedies.    Other rights and remedies available to Owner in the event of a default or material breach by Contractor which is not timely cured in accordance with Section 17.1.1 hereof, shall include, but not be limited to, the following, and all such rights and remedies of

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Contractor in this Article 17 shall be non-exclusive, and shall be in addition to all other rights and remedies available to Owner under the Contract, at law or otherwise:

        17.6    Contractor's Remedies

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ARTICLE XVIII.
CHANGE IN THE WORK

        18.1    Change.    A "Change" in the Work means an increase, decrease, variation, modification or change in Contractor's Work from that indicated in the Contract Documents, or modification to the Project Schedule. Suspensions and terminations for convenience shall be governed by Article 17 of this Agreement and shall not be considered a Change except to the extent provided therein. A Change can only be implemented by a Change Order or by Construction Change Directive. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by any alteration or addition to the Work, whether or not there is in fact any such unjust enrichment, shall be the basis for any claim to an increase in the Guaranteed Maximum Price or extension of the Contract Time. Changes in the Work shall be performed under applicable provisions of the Contract Documents, and Contractor shall proceed promptly, unless otherwise provided in the Change Order or Construction Change Directive.

        18.2    Change Order.    A "Change Order" is a written instrument prepared by Contractor and signed by Owner and Contractor, stating their agreement upon all of the following:

        Methods used in determining adjustments to the Guaranteed Maximum Price or Contractor's Fee may include those listed in Section 18.4.3 hereof.

        18.3    Change Proposal Request.    At any time and from time to time prior to Final Completion of the Work, Owner may request Contractor to make Changes in the Work. If Owner desires a Change in the Work Owner may, in its sole and absolute discretion and in writing, request a Change Proposal from Contractor ("Change Proposal Request"). A Change Proposal Request shall set out, in reasonable detail, the Changes in the Work requested by Owner. Within ten (10) days following its receipt of a Change Proposal Request, Contractor shall issue a Change Proposal (as defined in Section 18.3.1 below). Contractor shall also issue a Change Proposal: (i) when Contractor reasonably believes that a Change in the Work is necessary or desirable; or (ii) when a Change in the Work is made necessary by Laws. If Contractor refuses or fails to timely provide a Change Proposal, or modifies or alters a Change Proposal Request, or if Owner and Contractor are unable to agree in writing upon the terms of the Change Proposal, including but not limited to: (i) the amount of increase or decrease in the Guaranteed Maximum Price, or (ii) the length of extension or advancement, if any, of the Contract Time, Owner: (a) may issue a Construction Change Directive pursuant to Section 18.4 hereof, (b) may require Contractor to obtain at least three bids from qualified subcontractors to perform such Change in the Work, and Owner may designate the subcontractor from said bidders to perform such Change in the Work, or (c) may engage other contractors, subcontractors and/or laborers to perform such Change in the Work, and Contractor shall cooperate fully with any such persons, and any such hiring by Owner or issuance of a Construction Change Directive shall not affect this Agreement in any manner (other than to provide for a reduction in the Guaranteed Maximum Price, equal to the value of such Work (but not less than the amount budgeted therefor in the Guaranteed Maximum Price) not being performed by Contractor, and in the Contractor's Fee applicable thereto) and shall not be deemed to be a constructive termination.

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        18.4    Construction Change Directive

        18.5    Determination of Increases in Guaranteed Maximum Price

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        18.6    Simultaneous Submittal Requirements.    In the event that Contractor considers that any Change Proposal Request or Construction Change Directive may involve Changes to both the Guaranteed Maximum Price and the Contract Time, it shall be the Contractor's fundamental duty and an essential requirement of this Contract to make simultaneous submittals of all documents necessary to establish both such Changes in accordance with this Article 18, and to simultaneously prove entitlement to both such Changes, and without any reservation of rights for future consideration.

        18.7    Continued Performance.    Notwithstanding the status of any proposed, pending or disputed Change (including any Construction Change Directive) pursuant to this Article 18 or any Claim pursuant to Article 20 below, or any dispute, and so long as Owner continues to timely make payment to Contractor of amounts properly due Contractor under and subject to the terms of the Contract Documents and not in dispute, Contractor shall not be entitled to and will not suspend any services under the Contract Documents, but will continue to be bound by the terms and conditions of the Contract Documents and will continue to perform all services thereunder and proceed diligently with the performance of its Work in accordance with the terms hereof, including completing any Work described in any Construction Change Directive, unless Owner directs in writing otherwise.

        18.8    Effect of Change Orders

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        18.9    Verbal Instructions and Minor Changes in the Work.    Contractor shall not be entitled to rely upon, and shall not implement any Change based only on, Owner's verbal instruction, except in emergency situations and when necessary to prevent the imminent threat of personal injuries or damage to the Work or Owner's existing property, or for minor Changes within Contractor's scope of Work which do not involve an adjustment in the Guaranteed Maximum Price or an extension of the Contract Time ("Minor Changes"). Such Minor Changes may be effected by written or verbal order at Owner's election at any time. If the Contractor does not agree that such order constitutes a Minor Change, Contractor shall submit a Change Proposal pursuant to Section 18.3.1 above; provided, however, Contractor shall still promptly perform the Work specified in the instruction or order from Owner.

        18.10    Waiver and Release of Contractor's Rights.    Contractor hereby confirms its willingness and ability to comply with the requirements of this Article 18. Contractor's failure to first comply with the requirements of this Article 18, including the timely notice requirements, shall constitute a waiver and release by Contractor of any and all rights to pursue a Claim as defined in Article 20 below.

ARTICLE XIX.
RECORD KEEPING AND AUDIT RIGHTS

        19.1    Required Accounting Records.    To facilitate audits by Owner or Owner's Lenders, including, without limitation, for any purpose related to Change Orders, Changes or Change Proposals, Contractor shall at all times implement and maintain, and require its Subcontractors and Vendors to implement and maintain, such cost control systems and daily record keeping procedures as may be necessary to attain proper fiscal management and detailed financial records for all costs related to the Work and as are otherwise reasonably satisfactory to Owner and Owner's Lenders. All cost and pricing data shall include, without limitation, the identification of any markups, vendor quotations and pricing

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methodologies. Records to be maintained by the Contractor, its Subcontractors and Vendors for purposes of the Contract, including for purposes of all audits conducted pursuant to this Article 19 shall include, but not be limited to the following: (a) payroll records and payroll burden costs on actual wages and salaries (payroll taxes, insurance, benefits, etc.); (b) all correspondence, minutes of meetings, daily logs including schedule status reports, memoranda and other similar data; (c) items such as bids, proposals, estimating work sheets, quotes, cost recaps, tabulations, receipts, submittals, tax returns (except solely income tax returns), general ledger entries, canceled checks and computer data relating to the Work and this Contract, and (d) all other data relating to or arising out of the Work and any other similar supporting documentation reasonably required by Owner or Owner's Lenders. It is further agreed that records subject to audit include Project-related records maintained by parent companies, affiliates, subsidiaries or other related parties. Contractor's failure to cooperate or to provide access as described in this Article 19 shall be a material breach of this Contract.

        19.2    Purpose and Extent of Record Access.    Owner and Owner's Lenders, and their respective authorized representatives, shall have the right to fully and completely audit, copy, investigate and review, and shall be afforded useful access to all of the records described in Section 19.1 above at all reasonable times (both during performance of the Work and after Final Completion) for purposes of inspection, audit, review and copying to the full extent as Owner or Owner's Lenders may require relating to the Work or the Contract. All such Contractor's records and records of all Subcontractors and Vendors shall also be made available to Owner for purposes related to compliance with Owner's business ethics policies. Upon request, Contractor shall also fully cooperate in arranging interviews with Contractor's employees and shall require all Subcontractors and Vendors to likewise fully cooperate pursuant to this Article 19.

        19.3    Record Keeping Formats.    Contractor may elect to maintain part of the records described in Section 19.1 above in an electronic format. Contractor agrees that, if any Project-related information is maintained in an electronic format, such information will be made available to Owner and Owner's Lenders in a readily useable format within three (3) business days after a written request by Owner.

        19.4    Certifications.    Upon request, Contractor shall be required to certify that, to the best of its knowledge and belief, all data subject to audit pursuant to this Article 19 is accurate, complete and current. Such certifications shall be made by Contractor to Owner and Owner's Lenders in the case of this Contract, and by Subcontractors and Vendors to Contractor in the case of subcontracts and purchase orders.

        19.5    Flow Down Provisions.    Contractor shall require all Subcontractors and Vendors to comply with the provisions of this Article 19, by insertion of this "Right to Audit" clause (Sections 19.1 through 19.9 inclusive) into each respective related subcontract and purchase order of all tiers relating to the Work. Owner shall have the right (but not obligation) to act as Contractor's authorized representative for the purpose of conducting audits in accordance with this Article 19 of all accounting and Project-related records in the possession of all Subcontractors and Vendors. It is specifically understood, however, that Owner has no contractual relationship with any Subcontractor or Vendor of any tier. Likewise, it shall remain the Contractor's financial and contractual responsibility to resolve all such issues with its Subcontractors or Vendors. No such audit or activity by Owner or Owner's Lenders shall release Contractor or any Subcontractor from, or waive, any of Contractor's or any Subcontractor's obligations under the Contract Documents. Notwithstanding the provisions of this Article 19, Owner's and Owner's Lenders' right to audit as to Subcontractors with subcontracts on a lump sum basis shall be limited solely to those instances there is an allegation of fraud or similar misconduct involving such Subcontractor.

        19.6    Remedies.    Certification of information pursuant to Section 19.4 above, and subsequent approval by Owner of invoices, billings and Change Orders, shall not preclude a post-approval adjustment, including based upon a later Contract compliance or pricing audit. Specifically, Owner shall

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have the right to reduce any payments to Contractor or any Subcontractor or Vendor by any amounts attributable to incorrect or otherwise defective cost data. Contractor's submission shall be considered defective when the cost or pricing data, as certified in accordance with provisions of Section 19.4, above, is not accurate, complete or current. If an audit inspection or examination, conducted in accordance with this Article 19, discloses overcharges by Contractor (or any Subcontractor or Vendor) of any nature in excess of $500,000.00 (including interest as provided in Section 17.6.1) hereof, Contractor shall reimburse or cause such Subcontractor or Vendor to reimburse, Owner for the total actual cost of Owner's audit associated with such overcharge, including but not limited to the actual costs of outside auditors and/or the use of Owner's internal auditor at internal billing rates.

        19.7    Record Retention.    Contractor shall preserve and make available to Owner and Owner's Lenders at Contractor's principal office in Las Vegas, Nevada, all such records and other data covered by this Article 19, for a minimum period of six (6) months after Final Payment is made or for such longer period as may be required by any Laws.

ARTICLE XX.
CLAIMS

        20.1    Definition.    A "Claim" is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between Owner and Contractor arising out of or relating to the Contract. Claims must be made by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim.

        20.2    Notice.    Claims by Contractor must be made within fourteen (14) days after occurrence of the event giving rise to such Claim. Claims must be made by written notice. An additional Claim made after the initial Claim has been implemented by Change Order will not be considered unless (a) based upon different facts from those giving rise to the initial Claim, and (b) submitted in a timely manner.

        20.3    Pending Resolution.    Notwithstanding any other provision of this Contract or the other Contract Documents to the Contrary, during the pendency of any dispute, action or proceeding between Contractor and Owner, so long as Owner continues to pay all undisputed amounts hereunder, Contractor shall continue to perform the Work diligently and in accordance with this Contract so as to complete the Work on or before the Guaranteed Date of Substantial Completion. Notwithstanding any provision to the contrary herein or in the other Contract Documents, Contractor shall not be relieved of any of its obligations hereunder unless and to the extent of a final judgment resolving any such dispute, action or proceeding. Contractor recognizes and acknowledges that the provisions of this Section and the completion of the Work on a timely basis notwithstanding any dispute, action or proceeding are fundamental to the contractual relationship established pursuant to this Contract, shall be specifically enforceable, and that Owner would not have entered into this Contract but for Contractor's agreement set forth herein. Contractor acknowledges that it understands and has duly considered and consulted with counsel concerning the significance of this provision.

        20.4    Final Settlement of Claims.    No Claim involving resolution of issues pertaining to the Guaranteed Maximum Price and/or Contract Time shall be deemed final until both parties sign a final and unconditional Change Order, or a court of competent jurisdiction makes a binding determination as described in Section 20.5 and Article 22 below. With respect to non-judicial settlements, final and unconditional Change Orders signed by both parties shall be a condition precedent to Owner's duty to make payments or adjust the Guaranteed Maximum Price or Contract Time.

        20.5    Unresolved Claims.    Any Claims or disputes arising out of this Contract which are not resolved by the parties after a reasonable period, may be pursued in accordance with Article 22 hereof.

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Contractor shall identify in Contractor's Applications for Progress Payment and Application For Final Payment any such Claims which remain unresolved.

ARTICLE XXI.
OWNER'S LENDERS

        21.1    Owner's Lenders.    Contractor acknowledges and agrees that Owner has provided notice to Contractor, and Contractor shall before entering into any subcontract or purchase contract provide notice to every Subcontractor and Vendor, that Owner's funds for construction of the Project, including payment of the Guaranteed Maximum Price, shall be borrowed and or derived substantially from one or more lenders providing financing for the Project from time to time ("Owner's Lenders"), and Owner's ability to obtain such funds shall be subject to one or more loan documents and conditions precedent to advances thereunder. The term "Owner's Lenders" shall also mean and include any and all trustees, intercreditor agents, disbursement agents, administrative agents, consultants, architects, inspectors, construction managers, auditors and engineers appointed or retained directly or indirectly by or on behalf of any of Owner's Lenders.

        21.2    Assignment and Default.    Owner shall have the right to assign the Contract to any one or more Owner's Lenders. If an event of default by Owner has occurred under any loan documents relating to Owner's Lenders, Contractor agrees that Owner's Lenders may at anytime thereafter upon written notice to Contractor ("Lender's Notification"), require Contractor to continue to perform Work under the Contract, and in such Lender's Notification, Owner's Lenders may elect either to (a) not assume any of Owner's rights or obligations under the Contract, or (b) assume Owner's rights and obligations arising under the Contract from and after the date of Lender's Notification. Upon receipt of Lender's Notification, and notwithstanding any event of default by Owner under any such loan documents and whether Owner's Lenders elect clause (a) or (b), Contractor shall thereafter continue to properly perform the Work and its obligations under the Contract in accordance with the terms of the Contract, so long as Contractor continues to be paid, by either Owner or Owner's Lenders in accordance with the terms of this Agreement, for all Work not in dispute and properly performed in accordance with the terms of the Contract from and after the date of Lender's Notification.

        21.3    Owner's Lenders Election.    Notwithstanding any provision of the Contract which may give Contractor the right to terminate the Contract or suspend or discontinue performance thereunder, Contractor agrees not to terminate the Contract or suspend or discontinue performance thereunder without first providing Owner and Owner's Lenders with fourteen (14) days prior written notice, and during such fourteen (14) days Owner's Lenders may elect whether to (a) terminate the Contract and not cure any defaults of Owner and not assume any of Owner's obligations under the Contract, or (b) require Contractor to continue Contractor's performance under the Contract, but not assume any of Owner's obligations under the Contract, or (c) assume Owner's obligations arising under the Contract from and after the date of Owner's Lenders' election, and require Contractor to continue Contractor's performance under the Contract. If Owner's Lenders shall timely elect to proceed under either clause (b) or (c) herein, Contractor agrees not to terminate the Contract or suspend or discontinue its performance thereunder, and to continue to properly perform all Work and obligations under the Contract in accordance with the terms of the Contract and accept payment and/or performance from Owner or Owner's Lenders, so long as Contractor continues to be paid in accordance with the terms of this Agreement, for all Work not in dispute and properly performed in accordance with the terms of the Contract after Owner's Lenders' election under clause (b) or (c).

        21.4    Payment and Work Continuation.    Notwithstanding any other provision of the Contract or otherwise, including anything in this Article 21, and unless Owner's Lenders elect to assume the Contract, Owner's Lenders shall have no obligation to reimburse or pay Contractor for (a) any Work which has been the subject of a prior advance of loan funds by Owner's Lenders to Owner and paid to Contractor, and/or (b) any Work which is the subject of a dispute by Owner's Lenders as to its proper

77


quality, scope or compliance with the Contract. Owner's Lenders shall have the benefit of all claims, defenses to payment and setoffs available to Owner under the Contract as to amounts that Contractor contends are due for Work under the Contract. Notwithstanding any terms of the Contract to the contrary, Contractor will diligently continue to perform the Work and its obligations under the Contract notwithstanding any dispute arising with Owner, Owner's Lenders or any other person or entity, so long as Contractor continues to be paid in accordance with the terms of this Agreement for all Work not in dispute and properly performed in accordance with the terms of the Contract and not subject to a right to withhold as provided in the Contract. Except to the extent expressly provided in Section 21.3 hereof, nothing in this Contract, or otherwise, shall cause or impose any obligation on Owner's Lenders to fund any amounts, including any loan advance, to Contractor. Owner's Lenders may enforce the obligations of the Contract with the same force and effect as if enforced by Owner, and may (but need not) perform the obligations of Owner (unless Owner's Lenders elect to perform such obligations pursuant to this Article 21), and Contractor will accept any such performance in lieu of performance by Owner in satisfaction of Owner's obligations hereunder. Subject to the foregoing limitations on assignment and delegations, all of the terms and provisions of the Contract shall be binding upon and shall inure to the benefit of the parties to this Agreement, and their respective permitted transferees, successors, assigns and legal representatives.

        21.5    Payments.    Owner's Lenders shall have the right at any time and from time to time to make payment directly to Contractor and/or by joint payee check to Contractor and any Subcontractor or Vendor, for Work performed under the Contract.

        21.6    Audit Rights.    Owner's Lenders shall have and be entitled to all of the same audit and inspection rights, as Owner has under Article 19 of this Agreement.

        21.7    Access.    Owner's Lenders shall have and be entitled to all of the same rights to access and inspect the Site and Work, wherever located, as Owner has under the Contract documents, at reasonable times and upon reasonable notice and subject to reasonable safety precautions.

        21.8    Material Changes.    Contractor and Owner acknowledge and agree that certain Changes, including increases in the Guaranteed Maximum Price and extensions of the Contract Time, and allocation of the Owner Contingency, may be subject to the approval of Owner's Lenders and agrees that no such Changes shall become effective without such approval.

        21.9    General Cooperation.    Contractor agrees to cooperate fully with all such Owner's Lenders, including Contractor agrees to (a) provide written notice to Owner's Lenders of any Change in the Work, material Change in the manner or amounts paid to Contractor, extension or acceleration of Contract Time, or material Change in the Drawings or Specifications, (b) authorize Subcontractors and Vendors to communicate directly with Owner's Lenders regarding the progress of the Work, (c) provide Owner's Lenders with reasonable working space and access to telephone, copying and telecopying equipment, (d) communicate with Owner's Lenders and, on request to execute, provide and/or deliver as the case may be, such documents, certificates, consents, invoices and instruments, and other information, as Owner's Lenders may reasonably request with respect to the Work, the Project and/or payment of the cost thereof, (e) enter into such amendments to the Contract as Owner's Lenders may reasonably request so long as such amendments do not materially or substantially alter Contractor's rights, duties or obligations under the Contract Documents, (f) enter into a consent to assignment in favor of Owner's Lenders consenting to the collateral assignment of the Contract to Owner's Lenders and (g) otherwise facilitate Owner's Lenders review of the construction of the Project.

ARTICLE XXII.
DISPUTE RESOLUTION AND GOVERNING LAW

        22.1    Judicial Determination.    All Claims and disputes and other matters in question arising out of or relating to the Contract or the breach thereof, shall be decided by a court of competent

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jurisdiction in the State or Federal Courts in the City of Las Vegas or County of Clark, Nevada. The existence of any claim, dispute or legal proceeding shall not relieve Contractor from its obligation to properly perform its Work as set forth in the Contract Documents.

        22.2    Governing Law.    The Contract Documents and any Judicial Determination instituted by the parties pursuant to this Contract shall be governed by the laws of the State of Nevada, without regard to Nevada's choice of law provisions.

        22.3    Non-Waiver.    In resolving disputes arising out of this Contract, it is expressly agreed that no action or failure to act by Owner, Contractor or any agent, representative, employee or officer of either of them (including Owner's Project Representative and Contractor's Site manager) shall constitute a waiver of any right or duty afforded to either party in the Contract Documents. It is likewise expressly agreed that any action or failure to act by either party shall not constitute approval of or acquiescence in any breach of this Contract, except as are specifically agreed to in writing by the parties' corporate officers.

        22.4    Severability.    The invalidity of any one of the covenants, agreements, conditions or provisions of the Contract Documents, or any portion thereof, shall not affect the remaining portions and the Contract Documents shall be construed as if such invalid covenant, agreement, condition or provision had not been included herein.

ARTICLE XXIII.
PROPRIETARY INFORMATION AND USE OF OWNER'S NAME

        23.1    Proprietary Information.    Owner considers all information (regardless of form) pertaining to the Project to be confidential and proprietary, including information which is prepared or developed by or through Contractor, Owner or Owner's other contractors, unless otherwise stated to Contractor in writing. Contractor shall not, and shall not allow, suffer or permit any Subcontractors or Vendors to, disclose any such information without Owner's prior written consent. Contractor shall obtain similar written agreements from each and every Subcontractor and Vendor as Owner may reasonably request.

        23.2    Advertising and Use of Owner's Name.    Contractor shall not issue any news releases or any other advertising pertaining to the Work or the Project, including advertising its participation in the Project, without obtaining Owner's prior written approval. Contractor hereby agrees not to use the name of Owner's premises, or any variation thereof, or any logos used by Owner, in connection with any of Contractor's business promotion activities or operations without Owner's prior written approval. Contractor shall require its Subcontractors and Vendors to comply with the requirements imposed upon Contractor by this Article 23, including obtaining Owner's prior written consent to the form and content of any promotional or advertising publications or materials which depict or refer to their respective roles in providing Work for the Project.

        23.3    Use of Drawings.    All plans, Drawings, Specifications and other documents furnished to Contractor, including, but not limited to, the Contract Documents, are the property of Owner and are for use solely with respect to the Work and are not to be used by Contractor or any Subcontractor on any other projects or for any other purpose.

ARTICLE XXIV.
MISCELLANEOUS PROVISIONS

        24.1    Assignment.    Because of the special experience Contractor has represented it has and unique nature of the services to be rendered by Contractor under the Contract Documents, Contractor shall not assign its interest in the Contract or delegate its obligations thereunder without the prior written consent of Owner. Any purported assignment by Contractor without such consent shall be null and void. Owner may at any time and from time to time, upon notice to but without consent of

79

Contractor, assign the Contract or delegate its obligations to an affiliate or subsidiary of Owner, or to an entity which acquires all or substantially all of Owner's interest in the Project or all or substantially all of the assets or member interests of Owner, and/or change its name from time to time. So long as Owner's assignee assumes in writing Owner's obligations and liabilities under the Contract, and Owner represents in writing at the time of assignment that the assignee has at least the same financial status as Owner does at the time of the assignment, Owner shall thereafter be released from its obligations and liabilities under the Contract.

        24.2    Subordination.    Notwithstanding any other provision of the Contract Documents, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any and all liens and lien rights and benefits (including enforcement rights) Contractor and or any of the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Site and otherwise) in favor of any of Owner's Lenders ("Lender Liens"), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Site prior to any Lender Liens being imposed upon or recorded against the Site or any of Owner's assets and before expiration of the time fixed under applicable law for filing of mechanics and materialmen's liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner's Lenders from time to time upon request by Owner or any of Owner's Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 24.2 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner's or Owner's Lender's title insurer shall require to allow such insurer to issue such title endorsements as Owner or Owner's Lenders require (including insuring first priority of Lender Liens). Contractor's or any Subcontractor's or Vendor's, failure, or the failure of any party for whom the foregoing are responsible or liable at law or under the Contract Documents, to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner's or Owner's Lender's inability to obtain at any time endorsements to Owner's Lender's title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including without limitation senior to any mechanics' or materialmen's lien or lien rights, shall constitute a material default and breach of the Contract Documents and failure of a condition to any payment by Owner owed to Contractor under the Contract or otherwise.

        24.3    No Third-Party Beneficiaries.    Except as may be expressly provided otherwise in this Contract, this Contract and the obligations of the parties are intended for the sole benefit of the parties and shall not create any rights in any other person or entity whatsoever except Owner and the Contractor.

        24.4    Enforceability.    In the event that any provision in the Contract Documents or any portion thereof is determined to be invalid, unenforceable or void, the remainder of the Contract Documents shall be fully binding with the same force and effect as though the invalid, unenforceable or void provision had been omitted.

        24.5    Headings.    Section and other headings are not to be considered part of this Agreement, have been included solely for the convenience of the parties, and are not intended to be full or accurate descriptions of the contents.

        24.6    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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        24.7    Legal Fees.    The losing party shall promptly pay to the prevailing party as determined by a court of competent jurisdiction all costs, disbursements and reasonable attorneys' fees incurred in connection with any legal action, including mediation, in whole or in part, based on a breach of the Contract or other dispute arising out of or in connection with the Contract, including any Claim, or to enforce its rights under the Contract.

        24.8    Waiver.    No modifications of the Contract shall be binding unless executed in writing by the parties to this Agreement. No waiver of any of the provisions of the Contract shall be binding unless executed in writing by the waiving party, and any such waiver shall not constitute a waiver of any other provision of the Contract, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

        24.9    Intent of the Parties.    Contractor and Owner acknowledge that applicable Nevada Revised Statutes in certain circumstances, among others (i) regulate the process by which an owner can withhold payment(s) to a contractor or subcontractor, including the amount(s) that can be withheld, and (ii) regulate when and how an owner or a contractor can terminate a construction contract and the available remedies upon such termination. It is the express intent of the parties that Contractor completely and unconditionally waive to the full extent allowable each and all of those Nevada Revised Statutes that are in conflict with the provisions of this Agreement, including those with regard to the matters described in the foregoing clauses (i) and (ii). Provided, however, Owner and Contractor acknowledge that some applicable provisions of the Nevada Revised Statutes cannot be waived. Accordingly, to the extent the foregoing waiver by Contractor is expressly prohibited by applicable Nevada Revised Statutes as to certain provisions thereof, Contractor's foregoing waiver shall not be deemed to extend to those non-waivable provisions of the Nevada Revised Statutes. In such circumstances, if any, where one or more provisions of this Agreement are in conflict with provisions of the Nevada Revised Statutes that cannot be waived, the offending portions of the provision in this Agreement shall be interpreted so as to be consistent with the non-waivable sections of the Nevada Revised Statutes. To the extent such interpretation renders any portions of this Agreement ineffective, it is the intent of the parties that only such offending portion shall be so deemed, and the remainder of the provision in this Agreement shall be of full force and effect.

        24.10    Survival.    Subject to the provisions of Section 5.8.7 hereof, the provisions of this Agreement, including Contractor's covenants, representations, guaranties, releases, warranties and indemnities and the benefit thereof, shall survive as valid and enforceable obligations notwithstanding any termination, cancellation or expiration of the Contract, acceptance of the Work, Final Completion of the Work or Project, or any combination of them. Establishment of the time periods as described in Article 10 hereof relates only to the specific obligations of Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents are sought to be enforced, nor to the time within which proceedings are commenced to establish Contractor's liability with respect to Contractor's obligations other than specifically to correct the Work.

        24.11    Independent Contractor.    While Contractor is required to perform the Work in strict accordance with the Contract Documents, Contractor shall at all times be an independent contractor and responsible for and have control over all construction means, methods, techniques, sequences and procedures for constructing, coordinating and scheduling all portions of the Work to achieve the requirements of the Contract Documents. Nothing in the Contract Documents shall be deemed to imply or represent or be construed to (a) make Contractor, its supervisors, employees, its Subcontractors or Vendors of any tier the agents, representatives or employees of Owner, or (b) create any partnership, joint venture, or other association or relationship between Owner and Contractor or any Subcontractor, nor shall anything contained in the Contract Documents be deemed to give any third party any claim or right of action against Owner or Contractor which does not otherwise exist without regard to the Contract Documents. Any approval, review, inspection, supervision direction or instruction by Owner or any party on behalf of Owner, including any of Owner's Lenders, in respect to

81


the Work or services of Contractor shall relate to the results Owner desires to obtain from the Work, and shall in no way affect Contractor's independent contractor status or obligation to perform the Work in accordance with the Contract Documents.

        24.12    Privileged Business.    Contractor acknowledges that Wynn Resorts, LLC, Valvino Lamore LLC and The Wynn Group, and their subsidiaries and other affiliated companies, are now and/or will be involved in the ownership and control of Owner, and the foregoing entities own and operate businesses that are subject to and exist because of privileged licenses issued by governmental authorities. If requested, Contractor shall, and Contractor shall cause all Subcontractors and Vendors to, timely provide Owner with such documentation and information to substantiate the fact that it has recent experience working in the resort casino industry and if required shall timely obtain any qualification or clearance required by any regulatory authority having jurisdiction over Owner or any of the foregoing entities or subsidiary or affiliate thereof. If Contractor or any Subcontractor or Vendor fails to satisfy such requirements or if Owner or any of the foregoing entities or any other affiliated company thereof is directed to cease doing business with Contractor or any Subcontractor or Vendor then such event shall be deemed a material breach of the Contract by Contractor and Owner shall have the right to terminate the Contract and/or any subcontract or purchase order, among all other remedies available to Owner.

        24.13    Entire Agreement.    The Contract Documents, as defined in Section 1.5 above, set forth the full and complete understanding of the parties as of the Effective Date of this Contract and supersede any and all agreements, understandings and representations made or dated prior thereto. Unless specifically enumerated or incorporated herein, the Contract Documents do not include any other documents, any qualifications to the Guaranteed Maximum Price or Contract Time contained in Contractor's bid or any correspondence or other proposals by either party dated prior to the Effective Date. No modifications of the Contract shall be binding unless executed in writing by the parties to this Agreement. Each and all of the Exhibits A through and including R referenced in this Agreement are hereby expressly incorporated herein by this reference.

ARTICLE XXV.
NOTICES

        25.1    Notice Procedures.    All notices, demands, requests, instructions and other communications relating to the Contract Documents (collectively, "Notices"), shall be in writing and effective upon actual receipt by the parties at the addresses listed below, whether sent by facsimile transmission (so long as received during normal business hours), regular mail or certified mail. Any notices sent by certified mail shall be effective not later than the date of delivery designated by the U.S. Postal Service.

        25.2    Notices To Owner.    All Notices to Owner (except requests for information, Shop Drawing submittals, instructions and similar notices) shall be sufficient when sent in accordance with Section 25.1 above and addressed as follows:

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        25.3    Notices To Contractor.    All Notices to Contractor shall be sufficient when sent as set forth in Section 25.1 above and addressed as follows:

        25.4    Change of Address.    Either party may, from time to time, designate in accordance with this Article 25 a different individual and/or address to which Notices are to be delivered.

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        IN WITNESS WHEREOF, The parties hereby execute this Agreement by signature of their respective duly authorized representatives as of the Effective Date hereof.

OWNER:   CONTRACTOR:
             
WYNN LAS VEGAS, LLC,
a Nevada limited liability company,		   MARNELL CORRAO ASSOCIATES, INC.,
a Nevada corporation

By:
Wynn Resorts, LLC,
a Nevada limited liability company,
 
By:
/s/ Anthony A. Marnell, II
  its sole member   Its: Chairman
  By: Valvino Lamore, LLC,
a Nevada limited liability company,
its sole member		      

 
 
By:
/s/ Stephen A. Wynn
 
 
 
    Name: Stephen A. Wynn      
    Title: Managing Member      

        For good and valuable consideration received, the undersigned Guarantor hereby acknowledges and agrees to comply with the provisions of Section 4.6.2 contained in this Agreement as they relate to Guarantor.

          GUARANTOR:

 
 
 
 
 
Austi, Inc.
a Nevada corporation
             
          By: /s/ Anthony A. Marnell, II
          Its: Chairman
             
             
             

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EXHIBIT F—Attachment 3

EXCLUSIONS

The Following Items are specifically excluded from Marnell Corrao Associates Guaranteed Maximium Price (GMP)

1.
Architectural / Engineering Design Fees
2.
Interior Design Fees
3.
Major Building Permit / Planscheck Fees
4.
Transportation / Development Taxes
5.
Health Department Fees / Plan Review
6.
Testing and Inspection Fees
7.
Third Party Q.A.A. Fees
8.
Utility Connection and/or Service Fees (Sewer, Water, Power, Gas, Telephone, etc.)
9.
Nevada Power Company Line Extension / Equipment / Service Fees for New Substation
10.
Utility Costs
11.
Site Security Service Expenses
12.
Offsite Improvements (excepting those known Offsite Improvements specifically identified within the GMP)
13.
Owner Controlled Insurance Program (OCIP) costs including Builder's Risk and Worker's Compensation
14.
Loss of Use Insurance (to be provided by Owner, if desired)
15.
Existing Site Building Demolition
16.
Environmental Surveys, Abatement if required
17.
Landscaping and Irrigation (Exterior and Interior)
18.
Thematic Pottery / Sculptural Elements (Exterior and Interior)
19.
Golf Course Construction (By Others)
20.
Parking Garage Construction (By Others)
21.
Leased Retail Areas Build-out including Interior Finishes (Core and Shell construction of these areas is included in the GMP)
22.
All Gaming Equipment, Devices and Related Supplies, i.e.:

—
Gaming Tables
—
Gaming Seating
—
Pit Stands and related equipment
—
Change Stands and related equipment
—
Slot Machines
—
Slot Machine Stands
—
Slot Tracking Systems
—
Slot Signage
—
Keno Systems including wiring thereof
—
Race & Sports Book Betting System and Display Boards including wiring thereof
—
Bingo Systems including wiring thereof
—
Soft or Hard count Equipment/Systems
—
Cage Equipment
—
Money Carts, Coin Handling Devises
—
Safe Deposit Boxes, Cage Vaults, etc.
23.
Automated Room Entry Lock Systems including all equipment and wiring therefor
24.
Guestroom Equipment (Safes, Refrigerators, Ice Machines, Mini-Bars, Make-up Mirrors, Blow Dryers, Clock Radios, etc.)
25.
Guestroom Plumbing Fixtures Supply (Installation of same is included in the GMP)
26.
Ice Machines in Room Corridors

x

27.
Guestroom Televisions
28.
Guestroom Audio / Video Systems including all equipment and wiring therefor (VCR's, stereos, CD players, etc.)
29.
Programmable Controls (AMX) for Guestroom media, HVAC, and Lighting
30.
Public Area Televisions, Video Walls
31.
Master Antenna Systems, Cable Systems, In-room Movie Systems including all equipment and wiring therefor
32.
Telephones, Telephone Systems including all equipment and wiring therefor
33.
All Computer Systems including all equipment and wiring therefor
34.
Stand Alone UPS for Computer Systems
35.
FM 2000 Systems for Miscellaneaous Computer Rooms (Main Data Center Included)
36.
Cabling and Data Backbone (Low Voltage / Tele-Data) including Termination and Testing
37.
Hand Held Radio Systems
38.
Accoustiguide System
39.
Reader Boards including Data Cable therefor
40.
Maid Room Status Systems
41.
Point of Sale Systems including equipment and wiring therefor
42.
Employee Time clock Systems
43.
Uniform Issue Delivery/Storage Systems
44.
Package Conveyer (Mail Room)
45.
Laundry and/or Dry Cleaning Equipment including installation thereof
46.
Seamstress Equipment
47.
Pneumatic Tube Systems
48.
Show Theatrical Equipment / Systems (Audio, Projection/Video, Rigging, Lighting, Controls)
49.
Show Special Effects (Plumbing / Electrical Infrastructure is included as identified in the GMP Breakdown)
50.
Show Specialty Lifts / Stage Lifts (Stage Lift Electrical is included as identified in the GMP Breakdown)
51.
Show Sets
52.
Show Design/Production Costs
53.
Show Support Equipment and/or Tools
54.
Showroom and/or Special Event Seating
55.
Theatrical Lighting Fixtures @ Public Areas
56.
Executive Office A/V System including Teleconferencing
57.
Portable A/V Equipment for Convention/Meeting Rooms, Training Rooms
58.
Gym Equipment
59.
Salon Equipment
60.
Portable Heaters @ Patios
61.
Aroma Systems
62.
Beverage/Liquor Dispensing Systems including equipment and tubing therefor
63.
All Back of House items associated with Cooking and Eating (i.e. Flatware, China, Glasses, Cups, Silverware, Utensils, Pots, Pans, etc.)
64.
Bus Carts, Room Service Carts, Tables, Hardware, etc.
65.
Warehouse Racking/Storage Systems
66.
Warehouse / Loading Dock Handling Equipment (Forklifts, Dollies, Carts, Scales, etc)
67.
Housekeeping Equipment and Supplies
68.
Guestroom Supplies
69.
Towels & Linens
70.
All Paper and Sundry Items
71.
Employee and/or Storage Lockers
72.
Engineering Equipment, Tools, Supplies

xi

73.
Paint Spray Booth Equipment
74.
Dust Collection Systems
75.
Photo / Dark Room Equipment
76.
All Office Equipment
77.
All Office Furnishings (i.e. Desks, Chairs, Conference Tables, File Cabinets, etc.)
78.
Vending Machines
79.
Trash and Ash Receptacles
80.
Trash Compactors
81.
Amusement Games/Machines
82.
FF&E Buyout Items @ Guestrooms/Guestroom Corridors

—
Room Furnishings (i.e. Beds, Box springs, Mattresses, Headboards, Dressers, Nightstands, Tables, Chairs, Sofas, etc.)
—
Vanity Cabinets Buyout (Installation of same is included in the GMP)
—
Draperies or other Window coverings
—
Decorative Light Fixtures including light bulbs (Chandeliers / Wallsconce -installation is included in the GMP)
—
Carpet (Installation is included in the GMP for the Highrise)
—
Wallcovering (Installation is included in the GMP)
—
Artwork, Artifacts, Murals
—
Interior Plantings
—
Room / Corridor / Lobby Signage
83.
FF&E Buyout Items @ Public Areas

—
Loose Furnishings (i.e. Tables, Chairs, Stools, etc.)
—
Draperies or other Window coverings
—
Decorative Light Fixtures including light bulbs (Chandeliers / Wallsconce installlation is included in the GMP)
—
Carpet
—
Wallcovering (Installation is included in the GMP)
—
Artwork, Artifacts
—
Interior Plantings
84.
FF&E Installation
85.
Golf Course Clubhouse Lockers / Locker Benches
86.
Marble/Granite/Stone Buyout and Delivery (Installation of Owner provided material is included excepting material to be set on Furniture)
87.
Sealing of Marble/Granite/Stone
88.
Custom Decorative Tile (Installation of Owner provided materials is included)
89.
Upholstered Fabric Panels
90.
Artisan provided Special Finishes applied to Walls/Ceilings (i.e. Hand-painted applications, Murals)
91.
Interior Signage
92.
Exterior Signage
93.
Models / Mock-ups
94.
Attic Stock and/or Spare Equipment/Materials
95.
Departmental FF&E, Inventory, and Supplies

xii

AGREEMENT FOR GUARANTEED MAXIMUM PRICE CONSTRUCTION SERVICES
BETWEEN
WYNN LAS VEGAS, LLC
AND
MARNELL CORRAO ASSOCIATES, INC.
FOR LE RÊVE

EXHIBIT G

GUARANTEED MAXIMUM PRICE PREMISES AND ASSUMPTIONS

General Understanding

1.
The Guaranteed Maximum Price (GMP) is based upon the square footage areas for each building function as defined in the March 8, 2002 Master Plan Drawings, and further described in columns A and B (with applicable comments) as set forth in Attachment 2 of Exhibit F attached to the Agreement for Guaranteed Maximum Price Services between Owner and Contractor ("Agreement") and to which this Exhibit G is attached. The area square footages as set forth in column B in Attachment 2 of Exhibit F are a fundamental premise, and significant variations in the individual area square footages and/or in the total square footage area will directly correlate to the Cost of the Work and may, after review and evaluation, require appropriate adjustments to the GMP.

2.
Owner and Contractor acknowledge that construction of the Project will commence without final Drawings and Specifications. More specifically while Drawings and Specifications are complete for certain portions of the Work, the design process will continue for other portions during construction. Owner accepts Contractor's role as an active participant in the design process, providing constructability and cost estimating services in a timely manner and method which supports the Project Schedule, all in accordance with and pursuant to the Agreement. Owner, Architect and their respective consultants agree to work with Contractor in the completion of the design documents and to meet with Contractor on a regular basis to review cost estimates, and recommended alternate means and methods required to meet the intended design within the budget parameters provided in the GMP.

3.
The overall design of the Project will provide for a facility of comparable building type, finishes and amenities of a quality level to compete with similar high-end casino resorts on the Las Vegas Strip.

4.
Owner acknowledges that preparation of the Drawings and Specifications in a timely manner pursuant to the Project Schedule, attached as Exhibit B to the Agreement, is required to provide Contractor with adequate time to provide the required pre-construction services pursuant to the Agreement.

5.
The Contractor's Scope of Work specifically excludes those items as identified in the GMP Exclusion List in Attachment 3 of Exhibit F attached to the Agreement.

6.
The GMP includes Allowance items as defined in Attachment 4 of Exhibit F attached to the Agreement.

Page 1 of 1

Project Area GMP Estimate Premises and Assumptions

1.
Highrise design documents have been completed and competitive bids received to validate the Highrise estimate values contained within the GMP.

2.
Lowrise Area 1 design documents which include the Central Plant facilities and equipment have been completed and competitive bids received to validate the Lowrise Area 1 estimate values contained within the GMP.

3.
The Lowrise Building Systems—Mechanical, Plumbing, Electrical, and Life Safety shall be designed to be comparable to systems utilized in similar high-end casino resort facilities in the Las Vegas area. The detailed design drawings and specifications issued for Lowrise Area 1 shall be the basis of the basic building systems, to be designed in Lowrise Areas 2, 3, 4 and 5. The Mechanical, Plumbing, Electrical and Life Safety Systems are further outlined as follows:

•
Mechanical Systems:
4.
Structural Systems: The Lowrise structural systems are figured to be comparable to similar Type I resort facilities designed under the 1997 Uniform Building Code in the Las Vegas area. The basic structural systems have been established in concept and include cast-in-place concrete structure for the levels below the casino floor level including the parking levels and structural steel framing above the casino floor level. The current market pricing received for Area 1 of the Lowrise has served to further validate the estimate values contained within the GMP.

5.
Wall Systems and Building Envelope: The Lowrise exterior wall systems and interior partitions have been budgeted at a level that is consistent with the required quality levels and finish systems that have been specified and provided as a part of the Area 1 Construction Documents. The current market pricing received for Area 1 of the Lowrise has served to further validate the estimates contained within the GMP.

6.
The detailed design drawings and specifications issued for Lowrise Area 1 set the standards for Back-of-House area construction types and quality level which are anticipated to continue in Areas 2, 3, 4 and 5 for the Base Building Construction and Interior Finishes.

7.
The Master Plan Drawings dated March 8, 2002 define the finish floor and roof elevations of the various Lowrise building areas of the Project. They also contain preliminary structural column and grid locations to be used as a basis for the development of the final design documents.

8.
The Le Reve Project Lowrise General Criteria issued through May 30, 2002 have been reviewed and evaluated with regards to establishing the base building construction requirements. This document outlines the maximum ceiling heights, HVAC diffuser types/finishes, fire sprinkler type and finish and general lighting criteria for the Lowrise building areas, which shall be followed in the completion of the design documents.

9.
The Lowrise Interior Design Criteria issued through May 30, 2002 have been reviewed and evaluated with regards to establishing the base building construction requirements. This document outlines the proposed interior design concepts for various public areas throughout the project. The base building values included within the GMP support the basic infrastructure and build out requirements as they relate to these various public areas.
10.
Interior Allocations within the Contractor's GMP as set forth on Exhibit F attached to the Agreement, were established from historical cost information and Contractor's experience constructing similar high-end casino resorts on the Las Vegas Strip. Any re-allocations of the Interior Allocation values shall be made in accordance with Section 3.1.8.6 of the Agreement.

11.
Contractor provided Equipment and Miscellaneous Cost values within the GMP, as set forth in Column F in Attachment 2 of Exhibit F, are based upon the following:

•
Elevator and Escalator cost values were established from Request for Proposal and competitive bids received from subcontractors. Based on the bids received, the aggregate value within the GMP for elevators and escalators has been validated.

•
Food Service and Bar Equipment estimate values for all areas defined in Columns A and B in Attachment 2 of Exhibit F, attached to the Agreement, were established with considerable and detailed consultant and subcontractor input. Additionally, the Food Service and Bar Equipment within Area 1 has been competitively bid and validated to be within the values established in the GMP.

•
Other Equipment items within the Lowrise Area 1 that have been competitively bid and validated to be within the values for same within the GMP include: Operable Partitions, Convention Audio-Visual and Rigging, Loading Dock Equipment and Central Plant Equipment/Distribution.

•
Other items in this category were established from unit cost estimates and/or reliable historical cost data and include: vaults; skylights (other than those skylights specifically called out as "Allowances" in Exhibit F attached to the Agreement), gallery security system, stage lifts, baggage conveyor, warehouse paging system, water features / reflecting pools and misting systems as identified in Exhibit F attached to the Agreement.
12.
With regards to the leased retail outlets, the Contractor's Scope of Work is limited to the core and shell only of these areas. Tenant area build-out, inclusive of interior finishes is the responsibility of others.

13.
The Golf Lanais are to be constructed in a three-story, Type I, cast-in-place concrete structure with interior build-out and interior finishes comparable to the Highrise Salon Suites. The on-grade level Lanais include private pools and patios. The above-grade Lanais include private balconies overlooking the golf course. Each Lanai will have Owner provided programmable controls (AMX) for all media, HVAC and lighting.

14.
The Villas are to be constructed in a Type I structural steel-framed structure with interior build-out and interior finish levels comparable to luxury suites at other high-end casino resorts in Las Vegas. These suites include private garden/terrace areas with pools and spas. The pools and spas will have stainless steel shells supported off of a structural slab on metal deck. The landscape areas will be contained within planter areas of varying depths, built up from the structural slab on metal deck. The structural slab on metal deck will be waterproofed and contain drains to handle nuisance water. Each Villa will have Owner-provided programmable controls (AMX) for all media, HVAC and lighting.

15.
AA Marnell II, Chtd., (AAM) as the Architect of Record has developed progress drawings dated May 13, 2002 for the Aqua Theater. The construction drawings for the Aqua Theater shall be in substantial conformance with the progress drawings dated May 13, 2002.

16.
The Exterior Features scope of Work and associated estimate values within the GMP were established using the following criteria:

•
The Lake Basin construction estimate is based upon the area and elevations shown in the March 8, 2002 Master Plan Drawings. The construction of the lake, including required water filtration equipment and piping, will be similar to the lake basin constructed at similar resort
17.
Exterior Facades estimates have been established with specialty subcontractor input utilizing preliminary Architectural drawings and façade renderings prepared by Butler Ashworth Architects and Jerde Design Group, respectively.

18.
The Site Improvements scope of Work and associated estimate values within the GMP have been established from the March 8, 2002 Master Plan Drawings as follows:

•
The Valet and Taxi tunnels are estimated in accordance with the areas defined by Columns A and B in Attachment 2 of Exhibit F attached to the Agreement.

•
The Main Entry Drives and Site Roadways are estimated in accordance with the areas defined by Columns A and B in Attachment 2 of Exhibit F attached to the Agreement.

•
The Service Yards and Staging areas are estimated in accordance with the areas defined by Columns A and B in Attachment 2 of Exhibit F attached to the Agreement.

•
The Mass Excavation and Site Preparation value in the GMP is based upon Request for Proposals and competitive Subcontractor bid results.

•
The Wet Utility estimates included in the GMP are based upon Request for Proposal and competitive Subcontractor bid results.

•
The Dry Utility estimates have been established with subcontractor input from current progress design documents.
19.
Offsite Improvements contained within the Contractor's scope of Work are limited to the widening of Las Vegas Boulevard and temporary traffic signal improvements at the Sands and Koval intersection to facilitate the construction entrance. The estimate for the widening of Las Vegas Boulevard is based upon subcontractor bids procured from Offsite Improvement drawings prepared by Carter Burgess issued through April 17, 2002.

20.
Other Scope of Work Items

•
OSHA Fall Protection Requirements estimate is based on historical cost data extrapolated from a project of similar size and scope.


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AGREEMENT FOR GUARANTEED MAXIMUM PRICE CONSTRUCTION SERVICES BETWEEN WYNN LAS VEGAS, LLC ("Owner") AND MARNELL CORRAO ASSOCIATES, INC. ("Contractor") FOR LE RÊVE
AGREEMENT
EXHIBIT F—Attachment 3 EXCLUSIONS

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Exhibit 10.12

CONTINUING GUARANTY

        This Continuing Guaranty (hereinafter called the "Guaranty") is made this 4th day of June, 2002 by AUSTI, INC., a Nevada corporation (hereinafter called "Guarantor") in favor of WYNN LAS VEGAS, LLC, a Nevada limited liability company (hereinafter called "Owner"), with regard to the following:

W I T N E S S E T H:

        WHEREAS, Owner and MARNELL CORRAO ASSOCIATES, INC. a Nevada corporation (hereinafter called "Contractor"), have entered into that certain Agreement for Guaranteed Maximum Price Construction Services dated June 4, 2002 for the construction of Project (as such may be amended, modified or restated from time to time, hereinafter called the "Agreement");

        WHEREAS, Contractor is the wholly-owned subsidiary of Guarantor; and

        WHEREAS, in consideration of Owner's entering into the Agreement with Contractor, and as a condition to any obligations of Owner to Contractor under the Agreement, the Guarantor has agreed, at the request of Contractor, to guarantee unconditionally any and all obligations of the Contractor to Owner as provided herein and Guarantor and Owner acknowledge and agree that without such unconditional guarantee from Guarantor as provided herein, Owner would not have entered into the Agreement;

        NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Guarantor, the Guarantor agrees with Owner as follows:

        1.    Guarantor hereby unconditionally and absolutely guarantees the due and punctual performance, payment and observance by Contractor of all Contractor's obligations under the Agreement, for the timely and lien free completion of the Work (as defined in the Agreement) and payment of all costs, expenses, charges and fees, including cost overruns, relating to the foregoing, and the payment of all amounts owing to Owner pursuant to the Agreement. This Guaranty shall take effect on the date hereof as an absolute, irrevocable and continuing Guaranty. Notwithstanding the provisions of this Section 1, Guarantor's guarantee obligations under this Guaranty shall terminate and be of no further legal force and effect upon Final Payment by Owner pursuant to the Agreement.

        2.    If Contractor fails to perform any of its obligations under the Agreement, or commits any breach thereof, Guarantor shall immediately, at its sole cost and expense: (i) take such steps as may be necessary to cause Contractor to perform all Contractor's obligations under the Agreement, or remedy any breach thereof; or (ii) take such steps as may be necessary, itself or through a third party other than Contractor, to perform all of Contractor's obligations under the Agreement, or to remedy any breach thereof.

        3.    If Guarantor fails at any time to perform any obligations under this Guaranty after written demand having been made by Owner, Owner may, without the need to give further notice thereof to Guarantor, perform itself, or have any third party perform, any such obligations and Guarantor shall indemnify Owner from and against any and all losses, damages, costs and expenses which may be incurred by Owner by reason of or in connection with any such failure, including without limitation any and all costs incurred by Owner in so performing or so having performed, such obligations.

        4.    Subject to Section 1 hereof, Guarantor, shall not in any way be released from any of its obligations arising under this Guaranty, nor shall any such obligations be diminished, impaired or reduced by: (i) termination of the Agreement; (ii) alterations to the terms of the Agreement; (iii) forbearance or forgiveness in respect of any matter or thing concerning the Contractor on the part of Owner or Contractor; or (iv) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution, death, or lack of power of Contractor or Guarantor or any other


person or entity at any time liable for the performance of all or part of the obligations guaranteed under this Guaranty or any changes in or reorganization of Contractor.

        5.    The rights and remedies of Owner arising under this Guaranty shall operate independently of any rights and remedies Owner may have arising under any other agreement (including without limitation the Agreement) and Owner shall not be required to proceed first or at all against Contractor or any other person before enforcing the terms of the Guaranty.

        6.    Guarantor represents and warrants that: (a) Guarantor has the power and authority to execute, deliver and perform its obligations under this Guaranty, (b) the execution, delivery and performance by Guarantor of this Guaranty do not violate or conflict with, breach, or constitute a default under, or require consent under any agreement or document binding or covering Guarantor or any of its property, (c) this Guaranty constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, and (d) (i) this Guaranty is not given with actual intent to hinder, delay or defraud any entity to which Guarantor is, or will become on or after the date of this Guaranty, indebted, (ii) Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Guaranty, (iii) Guarantor is not insolvent on the date of this Guaranty and will not become insolvent as a result of giving this Guaranty, and (iv) Guarantor does not intend to incur debts that will be beyond Guarantor's ability to pay as such debts become due.

        7.    In the event Owner brings an action to enforce this Guaranty, Guarantor will reimburse Owner for all expenses incurred by Owner, including, but not limited to, reasonable attorneys' fees and costs.

        8.    All notices, advices, demands, requests, consents, statements, satisfactions, waivers, designations, refusals, confirmations or denials that may be required or otherwise provided for or contemplated under the terms of this Guaranty for any party to serve upon or give to any other shall, whether or not so stated, be in writing, and if not so in writing shall not be deemed to have been given, and be either personally served, sent by electronic communication, whether by telex, telegram, or telecopying, sent by recognized overnight courier service, or sent with return receipt requested by registered or certified mail with postage prepaid (including registration or certification charges) in a securely enclosed and sealed envelope, to the following addresses:

        To Owner:

    Kenn Wynn, President
Wynn Design and Development LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Facsimile No. (702) 733-4738
Telephone No. (702) 733-4812

 
 
and

 
 
Todd Nisbet, Executive Vice President—Project Director
Wynn Design and Development LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Facsimile No. (702) 733-4715
Telephone No. (702) 733-4497

-2-

        To Guarantor:

    James A. Barrett, Jr., Secretary/Treasurer
Austi, Inc.
4495 South Polaris Avenue
Las Vegas, Nevada 89103
Facsimile No. (702) 739-8521
Telephone No. (702) 703-9413

 
 
and

 
 
Christopher L. Kaempfer, Esq.
Kummer Kaempfer Bonner & Renshaw
3800 Howard Hughes Parkway
Seventh Floor
Las Vegas, Nevada 89109
Facsimile No: (702) 796-7181
Telephone No.: (702) 792-7000

          9.      Guarantor makes the following representations and warranties, which shall be continuing representations and warranties until such time as Owner makes Final Payment pursuant to the Agreement:

-3-

          10.    Time is of the essence of this Guaranty and all of its provisions.

          11.    This Guaranty is intended as a final expression of this agreement of guaranty and is intended also as a complete and exclusive statement of the terms of this agreement. No course of prior dealings between Guarantor and Owner, no usage of the trade, and no parole or extrinsic evidence of any nature, shall be used or be relevant to supplement, explain, contradict or modify the terms and/or provisions of this Guaranty.

          12.    If any term, provision, covenant or condition hereof or any application thereof should be held by a court of competent jurisdiction to be invalid, void or unenforceable, such invalidity, voidness or unenforceability shall not impair, diminish, void, invalidate or affect in any way any other terms, provisions, covenants and conditions hereof or any applications thereof, all of which shall continue in full force and effect.

          13.    This Guaranty shall in all respects be construed and interpreted and shall operate in accordance with the laws of the State of Nevada.

        IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed the day and year first above written.

        GUARANTOR HEREBY ACKNOWLEDGES TO HAVE BEEN GIVEN THE OPPORTUNITY TO READ THIS DOCUMENT CAREFULLY AND TO REVIEW IT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING IT, AND ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE MEANING AND EFFECT OF THIS DOCUMENT BEFORE SIGNING IT.

GUARANTOR:

    AUSTI, INC.,
a Nevada corporation

 
 
By:
 
/s/ James A. Barrett

 
 
Its:
 
Secretary/Treasurer

-4-



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Exhibit 10.13


DESIGN/BUILD AGREEMENT

        By and Between

WYNN LAS VEGAS, LLC,
a Nevada limited liability company
("Owner")

and

BOMEL CONSTRUCTION COMPANY, INC.,
a California corporation

("Contractor")

for

a Parking Structure to be located at
3131 Las Vegas Boulevard South,
Las Vegas, Nevada

 
    
    
   Page
1.   CONTRACT DOCUMENTS AND GOVERNMENTAL REQUIREMENTS   1
    1.1   Agreement Governs   1
    1.2   Contract Documents   1
    1.3   Design Services   2
    1.4   Compliance with Contract Documents and Governmental Requirements   4

2.
 
CONTRACT SUM; METHOD OF PAYMENT
 
4
    2.1   Contract Sum   4
    2.2   Contractor Responsible for Expenditures in Excess of Contract Sum   4
    2.3   Payment Application.   5
    2.4   Progress Payments   6
    2.5   Payments by Contractor   8
    2.6   Materials Off-Site   8
    2.7   Final Payment.   9
    2.8   Withholding   11
    2.9   Joint Checks   12
    2.10   Waiver   12
    2.11   Deposits and Payments   12
    2.12   Title to Materials   12
    2.13   Maintenance of Books and Records   13

3.
 
CHANGES IN THE WORK
 
13
    3.1   Change Orders   13
    3.2   Construction Change Directive   14
    3.3   Surety Waiver   15

4.
 
STARTING AND COMPLETION DATE; DELAYS IN THE WORK
 
15
    4.1   Commencement of Work   15
    4.2   Completion of the Work   15

5.
 
OBLIGATIONS OF CONTRACTOR
 
18
    5.1   Project Staffing   18
    5.2   Design Services   18
    5.3   General Supervision of Construction   19
    5.4   Site Meetings and Visits by Owner   21
    5.5   Independence of Contractor; Taxes   21
    5.6   Clean-up and Other Duties   21
    5.7   Secure Project/Security/Safety of Personnel   22
    5.8   Statement of Claims   22
    5.9   Mechanic's Liens; Stop Notices   22
    5.10   Contractor's Familiarity   23
    5.11   Record Drawings   24
    5.12   Shop Drawings   24
    5.13   Subcontractors   25
    5.14   Cooperation   26

6.
 
RIGHTS OF CONTRACTOR
 
27
    6.1   General Authority and Powers   27
    6.2   Selection of Materials; Variation from Plans   27

7.
 
RIGHTS OF OWNER
 
27
    7.1   Generally   27
    7.2   Partial Occupancy Or Use   28

i

    7.3   Ownership, License and Use of Project Architect's Drawings, Specifications and Other Documents   28
    7.4   Owner's Right to Award Separate Contracts   29

8.
 
CONTRACTOR'S DEFAULTS AND OWNER'S REMEDIES
 
29
    8.1   Contractor's Defaults   29
    8.2   Owner's Remedies   30
    8.3   Termination for Convenience   31
    8.4   Contractor's Cooperation Following Termination   32
    8.5   Suspensions By Owner   32
    8.6   Payment to Contractor Upon Termination for Cause   33
    8.7   Cumulative Remedies   33

9.
 
CONTRACTOR'S REMEDIES
 
34
    9.1   Contractor's Remedies   34

10.
 
INSURANCE
 
34
    10.1   Owner Controlled Insurance Program   34
    10.2   Professional Liability Insurance   35
    10.3   Evidence of Coverage   36
    10.4   Deductibles   36
    10.5   Cooperation by the Parties   36
    10.6   Duration   36

11.
 
INDEMNIFICATION
 
36
    11.1   Indemnity   36
    11.2   Survival of Indemnification Provisions   38

12.
 
WARRANTY OBLIGATIONS
 
38
    12.1   Contractor's Warranty   38
    12.2   Contractor's Warranty Period   38
    12.3   Compliance With Contract Documents   38
    12.4   Warranty Costs   39
    12.5   Timeliness of Corrective Services   39
    12.6   Warranty Survival   39
    12.7   Owner's Right To Correct   39
    12.8   Owner's Right to Supplement Work of Contractor   40
    12.9   Acceptance of Non-Conforming Work   40
    12.10   Warranty Exclusions   40
    12.11   Written Guaranty   40

13.
 
DEFINITIONS
 
40
    13.1   "Change in the Work"   40
    13.2   "Change Order"   41
    13.3   "Change Proposal"   41
    13.4   "Construction Change Directive"   41
    13.5   "Cost of the Work"   41
    13.6   "Delays in the Work"   44
    13.7   "Excusable Delays"   44
    13.8   "Governmental Requirements"   44
    13.9   "Substantial Completion of the Work"   44
    13.10   "Subcontractor"   45
    13.11   "Vendor"   45
    13.12   "Work"   45

ii


14.
 
OWNER'S LENDERS
 
45
    14.1   Owner's Lenders   45
    14.2   Payments   45
    14.3   Audit Rights   46
    14.4   Access   46
    14.5   Material Changes   46
    14.6   General Cooperation   46

15.
 
MISCELLANEOUS PROVISIONS
 
46
    15.1   Subordination   46
    15.2   Time is of the Essence   47
    15.3   Entire Agreement; Modification; Waiver   47
    15.4   Headings   47
    15.5   Assignment; Successors to be Bound   47
    15.6   Intent of Parties   47
    15.7   Governing Law   48
    15.8   Survival   48
    15.9   Counterparts   48
    15.10   Unenforceability of this Agreement   48
    15.11   Dispute Resolution   48
    15.12   Notices   49
    15.13   Confidentiality   50
    15.14   Legal Fees   50
    15.15   Third-Party Beneficiaries   50
    15.16   Statute Of Limitations   50

iii


DESIGN BUILD AGREEMENT

        THIS DESIGN BUILD AGREEMENT (the "Agreement") is made effective as of June 6, 2002 (the "Effective Date"), by and between WYNN LAS VEGAS, LLC, a Nevada limited liability company ("Owner"), and BOMEL CONSTRUCTION COMPANY, INC., a California corporation, holding Nevada State Contractor's License No. 0031451 ("Contractor"), with respect to the following facts:


RECITALS

        A.    Owner owns the real property commonly known as 3131 Las Vegas Boulevard South, Las Vegas, Nevada, as more particularly described on Exhibit A attached hereto (the "Property").

        B.    Owner plans to construct on the Property a first class luxury resort and casino, including high-rise hotel space and low-rise space comprised of casino and gaming areas, restaurants, retail, convention and meeting areas, a showroom, and exterior features (the "Casino Improvements"). Owner will be retaining separate architects, contractors and consultants ("Other Builders") to design and construct the Casino Improvements on the Property.

        C.    In addition to the Casino Improvements, Owner desires to have constructed on a portion of the Property a state-of-the-art new parking structure, consisting of approximately 640,000 square feet of garage parking space and not less than 1,840 parking spaces with easy access to the Casino Improvements and associated improvements, including, without limitation, certain unfinished retail shell space (collectively, the "Project"), and desires to engage Contractor to design, construct, and supervise the construction of, the Project, in full accordance with the Contract Documents (as defined in Section 1.2 of this Agreement), including the Plans and Specifications (as defined in Section 1.2.2 of this Agreement), and Contractor desires to accept such engagement, upon the terms and conditions contained in this Agreement.


AGREEMENT

        NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Contractor hereby adopt and incorporate the foregoing Recitals and agree as follows:

1.    CONTRACT DOCUMENTS AND GOVERNMENTAL REQUIREMENTS.

2

3

        2.    CONTRACT SUM; METHOD OF PAYMENT.    

4

5

6

7

8

9

10

11

12

        3.    CHANGES IN THE WORK.    

13

14

        4.    STARTING AND COMPLETION DATE; DELAYS IN THE WORK.    

15

16

17

        5.    OBLIGATIONS OF CONTRACTOR.    

18

19

20

21

22

23

24

25

26

        6.    RIGHTS OF CONTRACTOR.    

        7.    RIGHTS OF OWNER.    

27

28

        8.    CONTRACTOR'S DEFAULTS AND OWNER'S REMEDIES.    

29

30

31

32

33

        9.    CONTRACTOR'S REMEDIES.    

        10.    INSURANCE.    

34

35

        11.    INDEMNIFICATION.    

36

37

        12.    WARRANTY OBLIGATIONS.    

38

39

        13.    DEFINITIONS.    In this Agreement, the following terms shall have the respective meanings set forth below.

40

41

42

43

44

        14.    OWNER'S LENDERS    

45

        15.    MISCELLANEOUS PROVISIONS.    

46

47

48

    To Contractor:   Steve Smith, Project Manager
Bomel Construction Company, Inc.
3911 West Quail Avenue
Las Vegas, Nevada 89118
Telephone: (702) 798-1660
Facsimile: (702) 798-1665

 
 
and
 
 

 
 
 
 
Kent Matranga, President
Bomel Construction Company, Inc.
8195 East Kaiser Boulevard
Anaheim Hills, California 92808
Telephone: (714) 921-1660
Facsimile: (714) 921-4181

 
 
To Owner:
 
Kenn Wynn, President
Wynn Design and Development LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Facsimile No.: (702) 733-4738
Telephone No. : (702) 733-4812

 
 
and
 
 

 
 
 
 
Todd Nisbet, Executive Vice President—Project Director
Wynn Design and Development LLC
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Facsimile No.: (702) 733-4715
Telephone No.: (702) 733-4497

 
 
Contractor shall concurrently with delivery to Owner provide to Owner's Lenders copies of all notices at an address or addresses to be provided, with copies to:

 
 
 
 
Pamela B. Kelly
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
Telephone No.: (213) 891-8726
Facsimile No.: (213) 891-8763

49

[SIGNATURE PAGE FOLLOWS]

50

        IN WITNESS WHEREOF, the parties to this Agreement have executed and delivered this Agreement as of the date and year hereinabove first set forth.

CONTRACTOR   OWNER

 
 
 
 
 
 
 
BOMEL CONSTRUCTION COMPANY, INC.
a California corporation		   WYNN LAS VEGAS, LLC,
a Nevada limited liability company

 
 
 
 
 
 
 
By: /s/ Kent Matranga
   By: Wynn Resorts, LLC,
a Nevada limited liability company,
Its: President
     its sole member
        By: Valvino Lamore, LLC,
a Nevada limited liability company,
its sole member

 
 
 
 
 
By:
/s/ Stephen A. Wynn
          Name: Stephen A. Wynn
          Title: Managing Member

51



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Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

        We consent to the use in this Registration Statement of Wynn Resorts, Limited on Form S-1 of our report dated June 6, 2002, appearing in the Prospectus, which is part of this Registration Statement, and of our report dated June 6, 2002 relating to the financial statement schedule appearing elsewhere in this Registration Statement. We also consent to the reference to us under the headings "Selected Financial Data" and "Experts" in such Prospectus.

DELOITTE & TOUCHE LLP

Las Vegas, Nevada
June 12, 2002




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Exhibit 23.3

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

        Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named as a person about to become a director of Wynn Resorts, Limited in the registration statement on Form S-1 of Wynn Resorts, Limited dated June 14, 2002 and any amendments thereto.

    Signature

 
 
 
 
    /s/ Kazuo Okada
    Name: Kazuo Okada

 
 
 
 
Dated: June 5, 2002      

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

        Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named as a person about to become a director of Wynn Resorts, Limited in the registration statement on Form S-1 of Wynn Resorts, Limited dated June 14, 2002 and any amendments thereto.

    Signature

 
 
 
 
    /s/ Elaine P. Wynn
    Name: Elaine P. Wynn

 
 
 
 
Dated: June 6, 2002      

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

        Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named as a person about to become a director of Wynn Resorts, Limited in the registration statement on Form S-1 of Wynn Resorts, Limited dated June 14, 2002 and any amendments thereto.

    Signature

 
 
 
 
    /s/ Robert J. Miller
    Name: Robert J. Miller

 
 
 
 
Dated: June 5, 2002      

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

        Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named as a person about to become a director of Wynn Resorts, Limited in the registration statement on Form S-1 of Wynn Resorts, Limited dated June 14, 2002 and any amendments thereto.

    Signature

 
 
 
 
    /s/ Stanley R. Zax
    Name: Stanley R. Zax

 
 
 
 
Dated: June 14, 2002      

CONSENT OF PERSON NAMED TO BECOME A DIRECTOR

        Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named as a person about to become a director of Wynn Resorts, Limited in the registration statement on Form S-1 of Wynn Resorts, Limited dated June 14, 2002 and any amendments thereto.

    Signature

 
 
 
 
    /s/ Ronald J. Kramer
    Name: Ronald J. Kramer

 
 
 
 
Dated: June 14, 2002      


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CONSENT OF PERSON NAMED TO BECOME A DIRECTOR