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•	Approximately 284,000 square feet of casino space offering 24-hour gaming and a full range of games with 498 table games and 625 slot machines, private gaming salons, sky casinos and a poker pit;

•	Two luxury hotel towers with a total of 1,008 spacious guest rooms and suites;

•	Casual and fine dining in eight restaurants;

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Approximately 57,000 square feet of high-end, brand-name retail shopping, including stores and boutiques by Bvlgari, Cartier, Chanel, Dior, Dunhill, Ermenegildo Zegna, Ferrari, Giorgio Armani, Graff, Gucci, Hermes, Hugo Boss, Jaegar-LeCoultre, Loro Piana, Louis Vuitton, Miu Miu, Piaget, Prada, Richard Mille, Roger Dubuis, Rolex, Tiffany, Vacheron Constantin, Van Cleef & Arpels, Versace, Vertu, and others;

•	Approximately 31,000 square feet of space for lounges and meeting facilities;

•	Recreation and leisure facilities, including two health clubs, spas, a salon and a pool; and

•	Rotunda show featuring a Chinese zodiac-inspired ceiling along with gold "prosperity tree" and "dragon of fortune" attractions.

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•	Approximately 186,000 square feet of casino space, offering 24-hour gaming and a full range of games with 232 table games and 1,849 slot machines, private gaming salons, a sky casino, a poker room, and a race and sports book;

•	Two luxury hotel towers with a total of 4,748 spacious guest rooms, suites and villas;

•	34 food and beverage outlets featuring signature chefs;

•	Approximately 99,000 square feet of high-end, brand-name retail shopping, including stores and boutiques by Alexander McQueen, Brioni, Cartier, Chanel, Chloé, Chopard, Dior, Givenchy, Graff, Hermes, IWC Schaffhausen, Jaeger-LeCoultre, Loro Piana, Louis Vuitton, Manolo Blahnik, Nicholas Kirkwood, Oscar de la Renta, Piaget, Rolex, Vertu and others;

•	Approximately 290,000 square feet of meeting and convention space;

•	Three nightclubs and a beach club;

•	Specially designed theater presenting “Le Rêve-The Dream,” a water-based theatrical production and a theater presenting "Steve Wynn's Showstoppers," a Broadway-style entertainment production;

•	Recreation and leisure facilities, including an 18-hole golf course, swimming pools, private cabanas and two full service spas and salons;

•	A Ferrari and Maserati automobile dealership; and

•	Wedding chapels.

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•	conducts unauthorized games or activities that are excluded from its corporate purpose;

•	abandons or suspends gaming operations in Macau for more than seven consecutive days (or more than 14 days in a civil year) without justification;

•	defaults in payment of taxes, premiums, contributions or other required amounts;

•	does not comply with government inspections or supervision;

•	systematically fails to observe its obligations under the concession system;

•	fails to maintain bank guarantees or bonds satisfactory to the government;

•	is the subject of bankruptcy proceedings or becomes insolvent;

•	engages in serious fraudulent activity, damaging to the public interest; or,

•	repeatedly and seriously violates applicable gaming laws.

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•	preventing unsavory or unsuitable persons from being directly or indirectly involved with gaming at any time or in any capacity;

•	establishing and maintaining responsible accounting practices and procedures;

•	maintaining effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and safeguarding assets and revenue, providing reliable recordkeeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;

•	preventing cheating and fraudulent practices; and

•	providing a source of state and local revenue through taxation and licensing fees.

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•	voting on all matters voted on by stockholders or interest holders;

•	making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and,

•	other activities that the Nevada Gaming Commission may determine to be consistent with such investment intent.

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•	pay that person any dividend or interest upon any voting securities;

•	allow that person to exercise, directly or indirectly, any voting right held by that person relating to Wynn Resorts;

•	pay remuneration in any form to that person for services rendered or otherwise; or,

•	fail to pursue all lawful efforts to require the unsuitable person to relinquish such person’s voting securities including, if necessary, the immediate purchase of the voting securities for cash at fair market value.

•	pays to the unsuitable person any dividend, interest or any distribution whatsoever;

•	recognizes any voting right by the unsuitable person in connection with the securities;

•	pays the unsuitable person remuneration in any form; or,

•	makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

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•	assure the financial stability of corporate gaming licensees and their affiliated companies;

•	preserve the beneficial aspects of conducting business in the corporate form; and,

•	promote a neutral environment for the orderly governance of corporate affairs.

•	a percentage of the gross revenue received;

•	the number of gaming devices operated; or,

•	the number of table games operated.

•	knowingly violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation;

•	fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations;

•	engages in any activity or enters into any association that is unsuitable because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect, discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada;

•	engages in activities or enters into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees; or,

•	employs, contracts with or associates with a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of unsuitability.

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•	our dependence on Stephen A. Wynn;

•	restrictions or conditions on visitation by citizens of mainland China to Macau;

•	general global political and economic conditions, which may impact levels of travel, leisure and consumer spending;

•	potential violations of law by Mr. Kazuo Okada, a former shareholder of ours;

•	changes in the valuation of the promissory note we issued in connection with the redemption of Mr. Okada’s shares;

•	pending or future legal proceedings, regulatory or enforcement actions or probity investigations;

•	any violations by us of the anti-money laundering laws or Foreign Corrupt Practices Act;

•	competition in the casino/hotel and resort industries and actions taken by our competitors, including new development and construction activities of competitors;

•	our dependence on a limited number of resorts and locations for all of our cash flow;

•	our relationships with Macau games promoters;

•	factors affecting the development and success of new gaming and resort properties (including limited labor resources in Macau and government labor policies, unexpected cost increases, environmental regulation and our ability to secure federal, state and local permits and approvals necessary for our construction projects);

•	our ability to maintain our customer relationships and collect and enforce gaming receivables;

•	extensive regulation of our business and the cost of compliance or failure to comply with applicable laws and regulations;

•	our ability to maintain our gaming licenses and concessions;

•	changes in gaming laws or regulations (including stricter smoking regulations in Macau);

•	changes in federal, foreign, or state tax laws or the administration of such laws;

•	cybersecurity risk including misappropriation of customer information or other breaches of information security;

•	our current and future insurance coverage levels;

•	conditions precedent to funding under our credit facilities;

•	continued compliance with all provisions in our debt agreements;

•	leverage and debt service (including sensitivity to fluctuations in interest rates);

•	the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, extreme weather patterns or natural disasters, military conflicts and any future security alerts and/or terrorist attacks;

•	our subsidiaries’ ability to pay us dividends and distributions;

•	our ability to protect our intellectual property rights;

•	doing business in foreign locations such as Macau;

•	legalization of gaming in certain jurisdictions; and

•	changes in exchange rates.

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•	local economic and competitive conditions;

•	changes in local and state governmental laws and regulations, including gaming laws and regulations;

•	natural and other disasters;

•	a decline in the number of visitors to Las Vegas or Macau;

•	a decrease in gaming and non-casino activities at our resorts; and

•	the outbreak of infectious diseases.

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•	shortages of, and price increases in, materials or skilled labor;

•	changes to plans and specifications;

•	delays in obtaining or inability to obtain requisite licenses, permits and authorizations from regulatory authorities;

•	changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, real estate development or construction projects;

•	unforeseen engineering, environmental and/or geological problems;

•	labor disputes or work stoppages;

•	disputes with and defaults by contractors and subcontractors;

•	personal injuries to workers and other persons;

•	environment, health and safety issues, including site accidents;

•	delays or interference from severe weather or natural disasters;

•	geological, construction, excavation, regulatory and equipment problems;

•	unanticipated cost increases; and

•	unavailability of construction equipment.

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•	conducts unauthorized games or activities that are excluded from its corporate purpose;

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•	suspends gaming operations in Macau for more than seven consecutive days (or more than 14 days in a civil year) without justification;

•	defaults in payment of taxes, premiums, contributions or other required amounts;

•	does not comply with government inspections or supervision;

•	systematically fails to observe its obligations under the concession system;

•	fails to maintain bank guarantees or bonds satisfactory to the government;

•	is the subject of bankruptcy proceedings or becomes insolvent;

•	engages in serious fraudulent activity, damaging to the public interest; or

•	repeatedly violates applicable gaming laws.

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•	knowingly violate any Macau laws relating to their Macau gaming operations;

•	fail to conduct Wynn Macau’s operations in accordance with the standards of honesty and integrity required of Nevada gaming operations;

•	engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to Nevada gaming policies;

•	engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or

•	employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability in Nevada on the ground of unsuitability, or who has been found guilty of cheating at gambling.

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•	failure to meet our payment obligations or other obligations could result in acceleration of our indebtedness, foreclosure upon our assets that serve as collateral or bankruptcy and trigger cross defaults under other agreements;

•	servicing our indebtedness requires a substantial portion of our cash flow from the operations of Wynn Las Vegas and Wynn Macau and reduces the amount of available cash, if any, to fund working capital and other cash requirements;

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The Okada Parties have challenged the redemption of Aruze’s shares and we are currently involved in litigation with those parties as well as related shareholder derivative litigation. The outcome of these various proceedings cannot be predicted. Any adverse judgments or settlements involving payment of a material sum of money could cause a material adverse effect on our financial condition and results of operations and could expose us to additional claims by third parties including current or former investors or regulators. Any adverse judgments or settlements would reduce our profits and could limit our ability to operate our business. See Item 3—“Legal Proceedings” and Item 8—“Financial Statements and Supplementary Data”, Note 17 “Commitments and Contingencies”;

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we may experience decreased revenues from our operations due to decreased consumer spending levels and high unemployment, and could fail to generate sufficient cash to fund our liquidity needs and/or fail to satisfy the financial and other restrictive covenants to which we are subject under our existing indebtedness. Our business may not generate sufficient cash flow from operations to pay our indebtedness or to fund our other liquidity needs;

•	we may not be able to obtain additional financing, if needed, to satisfy working capital requirements or pay for other capital expenditures, debt service or other obligations; and

•	rates with respect to a portion of the interest we pay will fluctuate with market rates and, accordingly, our interest expense will increase if market interest rates increase.

•	pay dividends or distributions or repurchase equity;

•	incur additional debt;

•	make investments;

•	create liens on assets to secure debt;

•	enter into transactions with affiliates;

•	issue stock of, or member’s interests in, subsidiaries;

•	enter into sale-leaseback transactions;

•	engage in other businesses;

•	merge or consolidate with another company;

•	transfer, sell or otherwise dispose of assets;

•	issue disqualified stock;

•	create dividend and other payment restrictions affecting subsidiaries; and

•	designate restricted and unrestricted subsidiaries.

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(1)	On February 18, 2012, we redeemed and canceled Aruze's 24,549,222 shares of Wynn Resorts common stock. In connection with the redemption and cancellation, stockholders’ equity was reduced by $1.94 billion, the face amount of the Redemption Note. Aruze has challenged the redemption and cancellation of the 24,549,222 shares and legal proceedings are ongoing. Please see Item 3—“Legal Proceedings”.

(2)	On April 21, 2010, we opened Encore at Wynn Macau, a further expansion of Wynn Macau.

(3)	Includes long-term debt, the required contract premium payments under our land concession contract at Wynn Macau, future charitable contributions and deferred income taxes.

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•	Table games win is the amount of drop or turnover that is retained and recorded as casino revenue.

•	Drop is the amount of cash and net markers issued that are deposited in a gaming table’s drop box.

•	Turnover is the sum of all losing rolling chip wagers within our Macau Operations’ VIP program.

•	Rolling chips are identifiable chips that are used to track turnover for purposes of calculating incentives.

•	Slot win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenue.

•	Average daily rate (“ADR”) is calculated by dividing total rooms revenue including the retail value of promotional allowances (less service charges, if any) by total rooms occupied including complimentary rooms.

•	Revenue per available room (“REVPAR”) is calculated by dividing total rooms revenue including the retail value of promotional allowances (less service charges, if any) by total rooms available.

•	Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.

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(1)

Customers purchase mass market casino gaming chips at either the gaming tables or the casino cage. Chips purchased at the casino cage are excluded from table games drop and will increase the expected win percentage. Because of the large number of chip purchases occurring at the casino cage in our Macau mass market casino, we believe the relevant indicator of volumes in the mass market casino should be actual table games win.

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(1)

Customers purchase mass market casino gaming chips at either the gaming tables or the casino cage. Chips purchased at the casino cage are excluded from table games drop and will increase the expected win percentage. Because of the large number of chip purchases occurring at the casino cage in our Macau mass market casino, we believe the relevant indicator of volumes in the mass market casino should be table games win.

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(a)	Except occupancy, which is presented as a percentage point change.

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(1)	Amounts for all periods represent our estimated future interest payments on our debt facilities based upon amounts outstanding and LIBOR or HIBOR rates at December 31, 2014. Such rates continue at historical lows as of December 31, 2014. Actual rates will vary.

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(2)

Other includes open purchase orders, future charitable contributions, fixed gaming tax payments in Macau, aircraft purchase obligations and other contracts. As further discussed in Item 8—“Financial Statements and Supplementary Data”, Note 16 “Income Taxes”, of this report, we had $88.9 million of unrecognized tax benefits as of December 31, 2014. Due to the inherent uncertainty of the underlying tax positions, it is not practicable to assign this liability to any particular year and therefore it is not included in the table above as of December 31, 2014.

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(1)

“Adjusted Property EBITDA” is earnings before interest, taxes, depreciation, amortization, pre-opening costs, property charges and other, corporate expenses, intercompany golf course and water rights leases, stock-based compensation, and other non-operating income and expenses and includes equity in income from unconsolidated affiliates. Adjusted Property EBITDA is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDA as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors. The Company also presents Adjusted Property EBITDA because it is used by some investors as a way to measure a company’s ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDA as a supplement to financial measures in accordance with U.S. generally accepted accounting principles (“GAAP”). In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including Wynn Resorts, Limited, have historically excluded from their EBITDA calculations pre-opening expenses, property charges, corporate expenses and stock-based compensation, which do not relate to the management of specific casino properties. However, Adjusted Property EBITDA should not be considered as an alternative to operating income as an indicator of the Company’s performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income, Adjusted Property EBITDA does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. The Company has significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDA. Also, Wynn Resorts’ calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.

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•	Reports of Independent Registered Public Accounting Firm

•	Consolidated Balance Sheets as of December 31, 2014 and 2013

•	Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012

•	Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012

•	Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014, 2013 and 2012

•	Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012

•	Notes to Consolidated Financial Statements

•	Schedule I—Condensed financial information of the registrant

•	Schedule II—Valuation and Qualifying Accounts

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*	Filed herein

+	Denotes management contract or compensatory plan or arrangement.

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i.	advice concerning the hiring, termination, performance and training of personnel;

ii.	review, consultation and advice concerning personnel, operations, and other management and operating policies and procedures;

iii.	recommendations on all necessary action to keep the operation of the Business in compliance, in all material respects, with the conditions of all licenses (including gaming licenses) and all applicable rules, regulations and orders of any governmental authority having jurisdiction over the Business;

iv.	development of recommendations for, and negotiate the acquisition and maintenance of, insurance coverage with respect to the Business;

v.	guidance on all marketing, sales promotions and advertising for the Business;

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vi.	assistance in the financial budgeting process and the implementation of appropriate accounting, financial, administrative and managerial controls for the Business;

vii.	assistance with refinancing and borrowing (and any other forms of capital raising) and compliance with any covenants associated therewith;

viii.	assistance with income tax compliance and planning;

ix.	assistance with the preparation of the Company’s financial reports and maintenance of books of accounts and other records reflecting the results of operation of the Business (which at all times shall be maintained in a manner prescribed by Resort in order to comply with the regulatory requirements imposed on both Resorts and the Company);

x.	consultation with the Company with respect to the selection of attorneys, consultants and accountants;

xi.	advice and consultation with the Company in connection with any and all aspects of the Business and the day to day operation thereof; and

xii.	any other service performed by Resorts and requested by Company.

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If to the Company:	Wynn Macau, Limited

If to Resorts:	Wynn Resorts, Limited

in each case, with a copy to:	Wynn Resorts, Limited

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i.	advice concerning the hiring, termination, performance and training of personnel;

ii.	review, consultation and advice concerning personnel, operations, and other management and operating policies and procedures;

iii.	recommendations on all necessary action to keep the operation of the Business in compliance, in all material respects, with the conditions of all licenses (including gaming licenses) and all applicable rules, regulations and orders of any governmental authority having jurisdiction over the Business;

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iv.	development of recommendations for, and negotiate the acquisition and maintenance of, insurance coverage with respect to the Business;

v.	guidance on all marketing, sales promotions and advertising for the Business;

vi.	assistance in the financial budgeting process and the implementation of appropriate accounting, financial, administrative and managerial controls for the Business;

vii.	assistance with refinancing and borrowing (and any other forms of capital raising) and compliance with any covenants associated therewith;

viii.	assistance with income tax compliance and planning;

ix.	assistance with the preparation of the Company’s financial reports and maintenance of books of accounts and other records reflecting the results of operation of the Business (which at all times shall be maintained in a manner prescribed by Resort in order to comply with the regulatory requirements imposed on both Resorts and the Company);

x.	consultation with the Company with respect to the selection of attorneys, consultants and accountants;

xi.	advice and consultation with the Company in connection with any and all aspects of the Business and the day to day operation thereof; and

xii.	any other service performed by Resorts and requested by Company.

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If to the Company:	Wynn Resorts (Macau) S.A.

If to Resorts:	Wynn Resorts, Limited

in each case, with a copy to:	Wynn Resorts, Limited

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A.

Holdings is the owner or exclusive licensee with the right to license and/or sublicense certain marks and works as defined herein including but not limited to the marks and works that are listed and described in attached Schedule A, and is the licensee of other third party rights and works as defined herein that are listed and described in attached Schedule B, and certain trade secrets, data and know-how that are listed and described in attached Schedule C (hereinafter, collectively, the “Holdings Intellectual Property”).

B.	Limited is the parent entity of Holdings and is the owner of certain trade secrets, data, know-how and other intangible property that are listed and described in attached Schedule C (hereinafter, collectively the “Limited Intellectual Property”). The Holdings Intellectual Property and the Limited Intellectual Property are collectively referred to herein as the “Licensed Property”.

C.	Wynn Resorts (Macau) S.A. (“WRM”) is a subsidiary of Limited and currently owns and operates the Wynn Macau Casino Resort and the Encore at Wynn Macau (collectively, the “Wynn Macau”), a hotel and casino resort with associated facilities in Macau Special Administration Region, People’s Republic of China (“Macau”).

D.

The Licensee is a subsidiary of Limited and is established as a holding company of WRM and its subsidiaries. The Licensee has applied for the listing of its shares on the Main Board of the Hong Kong Stock Exchange (the “Listing”). On September ______, 2009, the Licensor and WRM entered into an amended and restated intellectual property license agreement under which the Licensor continued to license the Licensed Property to WRM (the amended and restated intellectual property agreement, together with this Agreement, hereinafter known as the “IP License Arrangement”).

E.	The Licensor and Licensee acknowledge that if the Licensee is listed on the Hong Kong Stock Exchange, after June 26, 2022, the Agreement will be subject to the listing rules of the Hong Kong Stock Exchange applicable at such time and may require approval by the independent shareholders of such holding company (the “Approval”).

F.

In addition to Wynn Macau, the Licensee may consider designing, developing, constructing, financing, owning, operating or engaging in any other activities relevant to the development, construction, ownership and operation of other resorts, hotels and/or casinos, and related facilities, in Macau or in other jurisdictions outside Macau (the “Operations”). For the avoidance of doubt, the “Operations” do not include the Wynn Macau.

G.	In order to successfully design, build, market, advertise, promote and/or operate any of the Operations, the Licensee desires to have the license to use the Licensed Property from the Licensor pursuant to the terms and conditions set forth in this Agreement.

1.	License. The Licensor grants the following licenses to the Licensee at the location specified herein.

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1.01

Licensor provides to Licensee a non-exclusive license and/or non-exclusive sublicense to use the marks and works owned, or which will be owned, by the Licensor including but not limited to the marks and works listed in Schedule A, attached hereto, in connection with the operation, advertising, promotion, distribution and services of the Operations. The foregoing licenses granted in this Paragraph 1.01 shall hereinafter be known as the “Trademark License”.

1.02	Licensor provides Licensee a non-exclusive sublicense to the works listed in Schedule B, attached hereto, in connection with the operation, advertising, promotion, distribution and services of the Operations. The foregoing licenses granted in this Paragraph 1.02 shall hereinafter be known as the “Copyright and Persona License”.

1.03

Licensor provides to Licensee a non-exclusive license to use the data, trade secrets and know-how listed in Schedule C, attached hereto, developed by the Licensor and its employees, officers, directors and representatives, and such future items as may be provided from time to time for use in connection with the operation, advertising, promotion, distribution and services of the Operations. Licensor shall pay all costs associated with the development of such data, trade secrets and know-how and shall also be responsible for providing Licensee updates or upgrades to such materials. Licensee shall reimburse all installation and/or training costs incurred by Licensor in connection with providing Licensee such information. The foregoing license shall hereinafter be known as the “Trade Secret and Know-How License.”

1.04

Notwithstanding any other provision of this Agreement, including, without limitation, Sections 2.01 and 2.02 hereof, Licensee shall have the right to sublicense any or all of its rights under the Trademark License and the Copyright and Persona License to any sublessee permitted under the leases with respect to the hotel locations of the Licensee (other than the Wynn Macau) (“Approved Sublessee”) located in Macau or jurisdictions outside Macau. The Trade Secret and Know-How License may not be sublicensed by the Licensee.

1.05

Licensee shall have the right to sublicense all of its rights and licenses granted pursuant to the Trademark License and the Copyright and Persona License in order to have persons other than Licensee produce and manufacture promotional products or the packaging thereof. Licensee will identify its products and manufacturers for the products to Licensor upon request. Licensee agrees that any person or entity licensed to manufacture such products shall be prohibited from manufacturing, producing, selling, distributing, or shipping products other than to the Licensee, the Licensor, or Approved Sublessees. Licensee further agrees to enforce such prohibition at its own expense and upon reasonable demand by Licensor.

2.	License Term.

2.01	This Agreement shall be effective as of ____________________, 2009 and shall continue as to all non-expired and non-terminated locations, or until otherwise terminated under the provisions of this Agreement.

3.	Royalties.

3.01	Licensee shall pay to Licensor an aggregate monthly licensing fee (the “Licensing Fee”) for each of the licenses granted herein in the amount and in accordance with the payment schedule set forth in Schedule D. Any withholding taxes associated with such payments shall be made by Licensee and shall not be withheld from the payments described on Schedule D.

4.	Quality Control.

4.01	Licensee agrees that the facilities, amenities, services and goods covered by this Agreement will be of high quality and that such amenities, services and products will be designed, manufactured, sold and distributed in full and complete compliance with

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4.02

All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance with prevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules and regulations. To the extent that the Licensor’s obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees to accept and comply, upon reasonable written notice, with such quality control provisions as may be required under the Licensor’s license agreements with third parties from whom Licensor has obtained the rights to the Licensed Property.

4.03

Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation of Licensor and any third party from whom Licensor has obtained such rights, including but not limited to the parties to the agreements listed on Schedule B. Accordingly, Licensee agrees to offer amenities or facilities of high quality standards and not to sell defective products (seconds) which bear the marks of the Licensed Property.

4.04

Licensee agrees to operate the Operations in a manner which meets or exceeds the following minimum quality standards: (a) the business shall be operated in compliance with all applicable laws and regulations of the relevant jurisdictions of the Operations, including, but not limited to, health, safety, fire and business codes, tax laws, gaming laws and labor codes; (b) the business shall maintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall be conducted in a professional and reputable manner, reasonably free from consumer complaints; (d) the premises shall be maintained in a pristine manner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food and beverage services shall maintain the highest possible rating for cleanliness established by the governing entity for the site; (e) the business shall be operated in a manner that does not tarnish or diminish the value of the goodwill represented by the Licensed Property; and (f) the business shall be operated in a manner that does not adversely affect the goodwill or reputation of the Licensor and its affiliates or the Licensor’s and its affiliates’ ability to obtain or maintain licenses from any regulatory authority, including the Nevada Gaming Commission.

4.05

Licensor (directly or through its authorized agents) shall have the right to inspect the premises upon reasonable notice, at any time. If, at any time, the Licensee fails to operate the Operations in conformity with the quality standards set forth herein, Licensor shall notify Licensee in writing of any such deficiency. Licensee shall have thirty (30) days within which to cure such deficiency. If the Licensee fails to cure any such failure, then Licensor may, at its option, cure the failure and charge the Licensee for the expense of doing so. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faith effort to effect the cure, Licensor may extend the period to cure for a reasonable time, at Licensor’s sole and absolute discretion.

5.	Goodwill. All goodwill arising from the use of the Licensed Property shall inure to the benefit of the Licensor, or the party from whom the Licensor obtained its rights.

6.	Use of Licensed Property and Persona

6.01	Licensee shall comply, within a period not to exceed thirty (30) days, with the commercially reasonable conditions set forth by the Licensor, in writing, from time

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6.02

Licensee shall provide Licensor for prior approval copies of all print advertisements and marketing materials containing any of the Licensed Property prior to printing, publishing or distribution. Licensor shall not unreasonably withhold approval of such advertisements or marketing materials, and any disapproval shall specify the basis for such disapproval. In the event that the Licensor does not approve or disapprove of such use within thirty (30) days of receipt, the use shall be deemed to be approved.

6.03

Licensee agrees not to use any of the Licensed Property in connection with any other trademark or service mark not owned by Licensor without the express written permission of Licensor. Licensor shall not unreasonably withhold approval of such use, and any disapproval shall be in writing specifying the basis for the disapproval. In the event that the Licensor does not approve or disapprove such request within thirty (30) days of receipt, such request shall be deemed approved.

6.04	Licensee will not permit any person or entity that leases, subleases or rents any portion of the Operations, to use any of the Licensed Property without a written agreement.

7.	Termination.

7.01

Upon any breach of this Agreement by the Licensor, the Licensee shall provide written notice to the Licensor, describing the nature of the breach. Except as provided in Paragraph 7.04 herein, the Licensor shall have ten (10) days within which to cure the breach. If the breach is not cured within that period of time, the Licensee may elect to terminate this Agreement. In the event that the cure cannot be accomplished within ten (10) days, but the Licensor has made a good faith effort to effect the cure, Licensee may extend the period to cure for a reasonable time, at Licensee’s sole and absolute discretion. Termination of the Agreement is effective upon receipt by the Licensor of the written notice of termination.

7.02

Upon any material breach of this Agreement by the Licensee, the Licensor shall provide written notice to the Licensee, describing the nature of the material breach. Except as provided in Paragraph 7.04 herein, the Licensee shall have thirty (30) days within which to cure the material breach. If the material breach is not cured within that period of time, the Licensor may elect to terminate this Agreement. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faith effort to effect the cure, Licensor may extend the period to cure for ninety (90) days, at Licensor’s sole and absolute discretion. Termination of the Agreement is effective upon receipt by the Licensee of the written notice of termination.

7.03

The Licensor may require the Licensee to terminate any license granted hereunder to any approved third party licensee, or other sublicensee, if any such approved third party licensee, or other sublicensee (a) materially breaches this license and fails to cure the breach upon thirty (30) days notice from Licensor; or (b) becomes insolvent or bankrupt. Licensor may, in its sole and absolute discretion, first seek to cure any such breach or failure prior to termination, but any such attempt to cure shall not restrict the Licensor’s right at any time to require termination as to the third party licensee or other sublicensee as otherwise provided in this Section.

7.04	Licensee acknowledges that Licensor and its affiliated companies conduct businesses that are subject to and exist because of privileged gaming licenses issued by governmental authorities. Licensee agrees that the Licensor shall have the right to

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7.05

Upon the termination of any agreement between Licensor and any third party for the license of any of the Licensed Property, including but not limited to termination of any of the agreements listed on Schedule B, the portions of this Agreement relating to (or granting a license pursuant to) such terminated agreement shall concurrently terminate, without affecting any other provisions of this Agreement (including the Licensing Fee) provided that the Licensor shall not exercise its right to terminate any of their rights to the Licensed Property, including but not limited to the termination of the agreements listed in Schedule B without the prior written consent of the Licensee and any of its third party licensees.

7.06

This Agreement shall automatically terminate three months after the occurrence of any of the events where: (1) Limited ceases to hold or have the right to exercise more than 50% voting rights to the ordinary shares in the Licensee; or (2) after June 26, 2022, the Approval is required and the requisite level of the Licensee’s independent shareholders’ votes to continue the IP License Arrangement is not obtained at the shareholders’ meeting of the Licensee.

8.	Indemnification.

8.01

Licensee agrees to obtain, or cause to be obtained, once prior to the opening of its first casino resort hotel insurance which provides personal injury and property damage and product liability coverage for any and all claims, suits, losses and damages arising out of the operation of the Licensee’s premises and sale of promotional merchandise, including coverage for any claims, suits, losses or damage arising out of negligence concerning the design, manufacture, distribution and sale of such promotional merchandise, from an insurance company, acceptable to Limited, providing coverage and defense. The coverage for each occurrence shall be at least US$5,000,000 with the deductible or self-insurance retention not greater than US$100,000 or such in such other amounts as Limited may advise Licensee. Licensee shall maintain or cause to be maintained public liability insurance coverage during the term of this Agreement. Licensor shall be named as an additional insured and shall receive notice of any cancellation of insurance from the insurance carrier not less than 30 days prior to effective date of such cancellation.

8.02	Licensor shall defend, indemnify and hold Licensee and all of Licensee’s directors, officers, employees, agents, affiliates, sublicensees, sublessors and assigns (collectively, the “Licensed Protected Parties”) harmless from and against any demand, claims and losses arising from any third party claim alleging infringement of Licensed Property.

8.03

Licensee shall defend, indemnify and hold Licensor and its directors, officers, employees, agents and affiliates (collectively, “Licensor’s Protected Parties”) harmless from and against any and all demands, claims, losses or damages by reason of premise liability or product defect or negligent design or manufacture by or for the Licensee, or arising from the Licensee’s operation of the Operations.

9.	Notices. Except as otherwise set forth herein, any notices, statements or payments required to be made or given under this Agreement shall hand delivered or sent via registered mail, postage prepaid or by facsimile, to the following persons and addresses which may change or be modified at any time in writing by the receiving parties.

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10.	Miscellaneous.

10.01	The parties each represent and warrant to the other that their own officer, or other duly authorized representative executing this Agreement, has the full power and authority to do so on their behalf.

10.02

This Agreement shall be construed without regard to the rule of presumption requiring construction against the party who drafted the agreement, or caused it to be drafted. Neither party shall be deemed to be the drafting party. The parties hereto shall, and they hereby do, waive trial by jury with respect to any action brought by a party hereto against any other party or to any other matter arising out of or in any way connected with the Licensed Property.

10.03

The parties agree that they have each read and understand this Agreement; they understand its content and meaning; and they have executed it of their own free will in accordance with their own judgment, after having the opportunity to obtain the advice of counsel and having actually received the advice of counsel. The parties acknowledge that they have not been coerced, influenced or induced to execute this Agreement by any improper action.

10.04	To facilitate the execution of this Agreement by the parties, the parties may execute it in subparts, and the signature transmitted by facsimile shall have the same force and effect as the original signature.

10.05	This Agreement shall be subject to, governed by and construed according to the laws of Nevada or, where applicable, federal statutory and common law. Any dispute regarding or relating to this Agreement shall be non-exclusively adjudicated in a court of competent jurisdiction in the State of Nevada.

10.06	No term or provision hereof shall be construed to be waived by any party, and no breach shall be excused by a party, unless such waiver or consent in writing, signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will

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10.07	The schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the schedules.

10.08

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements unless otherwise provided. Each party acknowledges and agrees by executing this Agreement that it is not relying upon any representation or promise whatsoever that is not contained herein and that any such representation or promise is acknowledged to be immaterial. Accordingly, each party to this Agreement waives the defense or claims of fraud in inducement or mistake of law or fact to any claim arising out of, based on, or related to this Agreement, except with respect to the express representations set forth in this Agreement.

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A.	Wynn, as the former CEO of Golden Nugget Las Vegas and Mirage Resorts, developed an international reputation for building and operating beautiful and sophisticated resort hotel gaming properties known for their world-class aesthetics, amenities, and services.

B.	Holdings is a wholly-owned subsidiary of Wynn Resorts, Limited (the “Company”). Holdings was formed for the purpose of holding and administering various rights that have been and will be developed and used by the Company, its subsidiaries, its affiliates, and any joint ventures in which any of them may be participants (the Company and such entities, the “Affiliates”). Wynn is CEO of the Company.

C.	Wynn has previously granted to Holdings, pursuant to written and oral agreements, rights to use Wynn’s surname in association with the activities of the Affiliates engaged in the resort hotel casino industry.

D.

Holdings owns rights in and pending trademark and service mark applications for marks incorporating the name and mark WYNN (the “WYNN Mark”) in association with hotel/casino and stand-alone hotel or casino (including internet and similar or successor media gaming) businesses, including businesses or amenities conducted (and merchandise offered) in connection therewith, such as facilities, meeting spaces, retail shopping, spas, golf courses, tennis facilities, and art galleries and products and services related thereto (“Resorts”). Wynn executed a consent to register the name of a living person, dated January 8, 2002, in connection with Holdings’ filings for the WYNN Mark, and Wynn has prior to or simultaneously with the execution hereof executed an assignment of the right, title, and interest that Wynn possesses in the WYNN Mark in association with Resorts.

E.	Wynn and Holdings desire to supersede and replace herein their prior agreements with respect to, and to expressly set forth the terms and conditions of use of, the WYNN Mark to ensure that Holdings may successfully use such rights in association with (including to advertise and promote) the Company’s world-class destination Resorts.

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A

Licensor, as the former CEO of Golden Nugget Las Vegas and Mirage Resorts developed an international reputation for building and operating beautiful and sophisticated resort hotel gaming properties known for their world-class aesthetics, amenities and services. Licensor has regularly appeared in commercials advertising such properties and in print and publicity photographs. To promote the Bellagio Art Collection and the Wynn Art Collection, Licensor recorded the narration for gallery exhibits and tours. As a result of his activities, Licensor has become well known as a popular hotelier and gaming entrepreneur.

B

Licensee is a wholly-owned subsidiary of Wynn Resorts, Limited (the “Company”). Licensee was formed for the purpose of holding and administering various rights that have been and will be developed and used by the Company, its subsidiaries, its affiliates, and any joint ventures in which any of them may be participants (the Company and such entities, the “Affiliates”). Licensor is CEO of the Company.

C	Licensor has previously granted to Licensee, pursuant to written and oral agreements, rights to use Licensor’s full name, photograph, image, and signature in association with the activities of the Affiliates engaged in the resort hotel casino industry.

D	Licensee wishes to use Licensor’s Rights of Publicity in advertising, marketing, and promoting the Resorts and associated amenities operated by one or more of the Affiliates.

E	Licensor and Licensee desire to supersede and replace herein their prior agreements with respect to, and to expressly set forth the terms and conditions of use of, Licensor’s Rights of Publicity to ensure that Licensee may successfully use such rights in association with, and to advertise and promote, the world-class destination Resorts.

9.	Grant of Rights.

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A.	Wynn and Holdings are entering into a Surname Rights Agreement, dated the date hereof (the “Surname Rights Agreement”), which Surname Rights Agreement addresses the use and registration of the WYNN Mark in connection with Resorts (each, as defined in the Surname Rights Agreement).

B.	Pursuant to the Surname Rights Agreement, Wynn has agreed to assign, and Holdings has agreed to acquire, all right, title, and interest that Wynn possesses worldwide in the WYNN Mark in connection with Resorts.

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A.

Wynn and Wynn Resorts Holdings, LLC (“Holdings”) are entering into a Surname Rights Agreement, dated the date hereof (the “Surname Rights Agreement”), which Surname Rights Agreement addresses the use and registration of the WYNN Mark in connection with Resorts (each, as defined in the Surname Rights Agreement). Pursuant to the Surname Rights Agreement, Wynn has agreed to assign, and Holdings has agreed to acquire, all right, title, and interest that Wynn possesses worldwide in the WYNN Mark in connection with Resorts. Valvino is an affiliate of Holdings.

B.	Pursuant to a Trademark Consent Agreement between Wynn and Valvino, dated January 8, 2002 (the “Trademark Consent Agreement”), Valvino and its subsidiaries were granted rights to use and register certain WYNN Marks.

C.	In connection with the execution of the Surname Rights Agreement, Wynn and Valvino desire to terminate the Trademark Consent Agreement, as Valvino will obtain rights to use WYNN Marks directly from Holdings.

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A.

Holdings is the owner or exclusive licensee with the right to license and/or sublicense certain marks and works as defined herein including but not limited to the marks and works that are listed and described in attached Schedule A, and is the licensee of other third party rights and works as defined herein that are listed and described in attached Schedule B, and certain trade secrets, data and know-how that are listed and described in attached Schedule C (hereinafter, collectively, the “Holdings Intellectual Property”).

B.	Limited is the parent entity of Holdings and is the owner of certain trade secrets, data, know-how and other intangible property that are listed and described in attached Schedule C (hereinafter, collectively the “Limited Intellectual Property”). The Holdings Intellectual Property and the Limited Intellectual Property are collectively referred to herein as the “Licensed Property”.

C.	Licensee is a subsidiary of Limited and was established to own and operate one or more hotel casino resorts in Macau (the “Macau Operations”) under a concession agreement with the government of Macau (the “Gaming Concession Agreement”).

D.	In order to successfully design, build, market, advertise, promote and operate the Macau Operations, Licensee has been licensing and desires to continue to license the Licensed Property from the Licensor pursuant to the terms and conditions set forth in this Agreement.

E.

The parties entered into an Intellectual Property License Agreement dated as of January 1, 2003, which was subsequently amended by the First Amendment to the Intellectual Property License Agreement dated as of April 1, 2004, the Second Amendment to the Intellectual Property License Agreement dated as of March 7, 2005 and the Third Amendment to the Intellectual Property License Agreement dated as of June 29, 2007 (hereinafter, collectively, the “Intellectual Property License Agreement”).

F.	The Licensor and Licensee acknowledge that if, as is proposed, one of Licensee’s indirect holding companies is listed on the Hong Kong Stock Exchange, after June 26, 2022, the Agreement will be subject to the listing rules of the Hong Kong Stock Exchange applicable at such time and may require approval by the independent shareholders of such holding company (the “Approval”).

G.	The parties wish to amend and restate the Intellectual Property License Agreement.

1.	The parties hereby amend and restate the Intellectual Property License Agreement.

2.	License. The Licensor grants the following licenses to the Licensee at the location specified herein.

2.01	Licensor provides to Licensee a non-exclusive license and/or non-exclusive sublicense to use the marks and works owned, or which will be owned, by the Licensor including but not limited to the marks and works listed in Schedule A, attached hereto, in connection with the operation, advertising, promotion, distribution

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2.02	Licensor provides Licensee a non-exclusive sublicense to the works listed in Schedule B, attached hereto, in connection with the operation, advertising, promotion, distribution and services of the Macau Operations. The foregoing licenses granted in this Paragraph 2.02 shall hereinafter be known as the “Copyright and Persona License.”

2.03

Licensor provides to Licensee a non-exclusive license to use the data, trade secrets and know-how listed in Schedule C, attached hereto, developed by the Licensor and its employees, officers, directors and representatives, and such future items as may be provided from time to time for use in connection with the operation, advertising, promotion, distribution and services of the Macau Operations. Licensor shall pay all costs associated with the development of such data, trade secrets and know-how and shall also be responsible for providing Licensee updates or upgrades to such materials. Licensee shall reimburse all installation and/or training costs incurred by Licensor in connection with providing Licensee such information. The foregoing license shall hereinafter be known as the “Trade Secret and Know-How License.”

2.04

Notwithstanding any other provision of this Agreement, including, without limitation, Sections 2.01 and 2.02 hereof, Licensee shall have the right to sublicense any or all of its rights under the Trademark License and the Copyright and Persona License to any sublessee permitted under the leases with respect to the hotel locations of the Licensee (“Approved Sublessee”) located in Macau. The Trade Secret and Know-How License may not be sublicensed by the Licensee.

2.05

Licensee shall have the right to sublicense all of its rights and licenses granted pursuant to the Trademark License and the Copyright and Persona License in order to have persons other than Licensee produce and manufacture promotional products or the packaging thereof. Licensee will identify its products and manufacturers for the products to Licensor upon request. Licensee agrees that any person or entity licensed to manufacture such products shall be prohibited from manufacturing, producing, selling, distributing, or shipping products other than to the Licensee, the Licensor, or Approved Sublessees. Licensee further agrees to enforce such prohibition at its own expense and upon reasonable demand by Licensor.

3.	License Term and Location.

3.01	This Agreement and the payments required hereunder shall be effective as of June, 2002 and shall continue as to all non-expired and non-terminated locations, or until otherwise terminated under the provisions of this Agreement.

3.02	This Agreement is specific to the Licensee's operations located in Macau, but shall include the right to use the Licensed Property in all advertising, promotion and marketing materials worldwide and in any and all mediums now known or hereafter devised.

4.	Royalties.

4.01	Licensee shall pay to Licensor an aggregate monthly licensing fee (the “Licensing Fee”) for each of the licenses granted herein in the amount and in accordance with the payment schedule set forth in Schedule D. Any withholding taxes associated with such payments shall be made by Licensee and shall not be withheld from the payments described on Schedule D.

5.	Quality Control.

5.01	Licensee agrees that the facilities, amenities, services and goods covered by this Agreement will be of high quality and that such amenities, services and products will be designed, manufactured, sold and distributed in full and complete compliance with

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5.02

All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance with prevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules and regulations. To the extent that the Licensor's obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees to accept and comply, upon reasonable written notice, with such quality control provisions as may be required under the Licensor's license agreements with third parties from whom Licensor has obtained the rights to the Licensed Property.

5.03

Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation of Licensor and any third party from whom Licensor has obtained such rights, including but not limited to the parties to the agreements listed on Schedule B. Accordingly, Licensee agrees to offer amenities or facilities of high quality standards and not to sell defective products (seconds) which bear the marks of the Licensed Property.

5.04

Licensee agrees to operate the Macau Operations in a manner which meets or exceeds the following minimum quality standards: (a) the business shall be operated in compliance with all Macau laws, the Gaming Concession Agreement and regulations, including, but not limited to, health, safety, fire and business codes, tax laws, gaming laws and labor codes; (b) the business shall maintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall be conducted in a professional and reputable manner, reasonably free from consumer complaints; (d) the premises shall be maintained in a pristine manner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food and beverage services shall maintain the highest possible rating for cleanliness established by the governing entity for the site; (e) the business shall be operated in a manner that does not tarnish or diminish the value of the goodwill represented by the Licensed Property; and (f) the business shall be operated in a manner that does not adversely affect the goodwill or reputation of the Licensor and its affiliates or the Licensor’s and its affiliates’ ability to obtain or maintain licenses from any regulatory authority, including the Nevada Gaming Commission.

5.05

Licensor (directly or through its authorized agents) shall have the right to inspect the premises upon reasonable notice, at any time. If, at any time, the Licensee fails to operate the Macau Operations in conformity with the quality standards set forth herein, Licensor shall notify Licensee in writing of any such deficiency. Licensee shall have thirty (30) days within which to cure such deficiency. If the Licensee fails to cure any such failure, then Licensor may, at its option, cure the failure and charge the Licensee for the expense of doing so. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faith effort to effect the cure, Licensor may extend the period to cure for a reasonable time, at Licensor's sole and absolute discretion.

6.	Goodwill. All goodwill arising from the use of the Licensed Property shall inure to the benefit of the Licensor, or the party from whom the Licensor obtained its rights.

7.	Use of Licensed Property and Persona

7.01	Licensee shall comply, within a period not to exceed thirty (30) days, with the commercially reasonable conditions set forth by the Licensor, in writing, from time

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7.02

Licensee shall provide Licensor for prior approval copies of all print advertisements and marketing materials containing any of the Licensed Property prior to printing, publishing or distribution. Licensor shall not unreasonably withhold approval of such advertisements or marketing materials, and any disapproval shall specify the basis for such disapproval. In the event that the Licensor does not approve or disapprove of such use within thirty (30) days of receipt, the use shall be deemed to be approved.

7.03

Licensee agrees not to use any of the Licensed Property in connection with any other trademark or service mark not owned by Licensor without the express written permission of Licensor. Licensor shall not unreasonably withhold approval of such use, and any disapproval shall be in writing specifying the basis for the disapproval. In the event that the Licensor does not approve or disapprove such request within thirty (30) days of receipt, such request shall be deemed approved.

7.04	Licensee will not permit any person or entity that leases, subleases or rents any portion of the Macau Operations, to use any of the Licensed Property without a written agreement.

8.	Termination.

8.01

Upon any breach of this Agreement by the Licensor, the Licensee shall provide written notice to the Licensor, describing the nature of the breach. Except as provided in Paragraph 8.04 herein, the Licensor shall have ten (10) days within which to cure the breach. If the breach is not cured within that period of time, the Licensee may elect to terminate this Agreement. In the event that the cure cannot be accomplished within ten (10) days, but the Licensor has made a good faith effort to effect the cure, Licensee may extend the period to cure for a reasonable time, at Licensee’s sole and absolute discretion. Termination of the Agreement is effective upon receipt by the Licensor of the written notice of termination.

8.02

Upon any material breach of this Agreement by the Licensee, the Licensor shall provide written notice to the Licensee, describing the nature of the material breach. Except as provided in Paragraph 8.04 herein, the Licensee shall have thirty (30) days within which to cure the material breach. If the material breach is not cured within that period of time, the Licensor may elect to terminate this Agreement. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faith effort to effect the cure, Licensor may extend the period to cure for ninety (90) days, at Licensor’s sole and absolute discretion. Termination of the Agreement is effective upon receipt by the Licensee of the written notice of termination.

8.03

The Licensor may require the Licensee to terminate any license granted hereunder to any approved third party licensee, or other sublicensee, if any such approved third party licensee, or other sublicensee (a) materially breaches this license and fails to cure the breach upon thirty (30) days notice from Licensor; or (b) becomes insolvent or bankrupt. Licensor may, in its sole and absolute discretion, first seek to cure any such breach or failure prior to termination, but any such attempt to cure shall not restrict the Licensor’s right at any time to require termination as to the third party licensee or other sublicensee as otherwise provided in this Section.

8.04	Licensee acknowledges that Licensor and its affiliated companies conduct businesses that are subject to and exist because of privileged gaming licenses issued by governmental authorities. Licensee agrees that the Licensor shall have the right to

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8.05

Upon the termination of any agreement between Licensor and any third party for the license of any of the Licensed Property, including but not limited to termination of any of the agreements listed on Schedule B, the portions of this Agreement relating to (or granting a license pursuant to) such terminated agreement shall concurrently terminate, without affecting any other provisions of this Agreement (including the Licensing Fee) provided that the Licensor shall not exercise its right to terminate any of their rights to the Licensed Property, including but not limited to the termination of the agreements listed in Schedule B without the prior written consent of the Licensee and any of its third party licensees.

8.06

This Agreement shall automatically terminate three months after the occurrence of any of the events where: (1) Limited ceases to hold or have the right to exercise more than 50% voting rights to the ordinary shares in the Licensee; or (2) after June 26, 2022, the Approval is required and the requisite level of the Company’s independent shareholders’ votes to continue the IP License Arrangement is not obtained at the shareholders’ meeting of the Company.

9.	Indemnification.

9.01

Licensee agrees to obtain, or cause to be obtained, once prior to the opening of its first casino resort hotel insurance which provides personal injury and property damage and product liability coverage for any and all claims, suits, losses and damages arising out of the operation of the Licensee's premises and sale of promotional merchandise, including coverage for any claims, suits, losses or damage arising out of negligence concerning the design, manufacture, distribution and sale of such promotional merchandise, from an insurance company, acceptable to Limited, providing coverage and defense. The coverage for each occurrence shall be at least US$5,000,000 with the deductible or self-insurance retention not greater than US$100,000 or such in such other amounts as Limited may advise Licensee. Licensee shall maintain or cause to be maintained public liability insurance coverage during the term of this Agreement. Licensor shall be named as an additional insured and shall receive notice of any cancellation of insurance from the insurance carrier not less than 30 days prior to effective date of such cancellation.

9.02	Licensor shall defend, indemnify and hold Licensee and all of Licensee's directors, officers, employees, agents, affiliates, sublicensees, sublessors and assigns (collectively, the “Licensed Protected Parties”) harmless from and against any demand, claims and losses arising from any third party claim alleging infringement of Licensed Property.

9.03

Licensee shall defend, indemnify and hold Licensor and its directors, officers, employees, agents and affiliates (collectively, “Licensor's Protected Parties”) harmless from and against any and all demands, claims, losses or damages by reason of premise liability or product defect or negligent design or manufacture by or for the Licensee, or arising from the Licensee's operation of the Macau Operations.

10.	Notices. Except as otherwise set forth herein, any notices, statements or payments required to be made or given under this Agreement shall hand delivered or sent via registered mail, postage prepaid or by facsimile, to the following persons and addresses which may change or be modified at any time in writing by the receiving parties.

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11.	Miscellaneous.

11.01	The parties each represent and warrant to the other that their own officer, or other duly authorized representative executing this Agreement, has the full power and authority to do so on their behalf.

11.02

This Agreement shall be construed without regard to the rule of presumption requiring construction against the party who drafted the agreement, or caused it to be drafted. Neither party shall be deemed to be the drafting party. The parties hereto shall, and they hereby do, waive trial by jury with respect to any action brought by a party hereto against any other party or to any other matter arising out of or in any way connected with the Licensed Property.

11.03

The parties agree that they have each read and understand this Agreement; they understand its content and meaning; and they have executed it of their own free will in accordance with their own judgment, after having the opportunity to obtain the advice of counsel and having actually received the advice of counsel. The parties acknowledge that they have not been coerced, influenced or induced to execute this Agreement by any improper action.

11.04	To facilitate the execution of this Agreement by the parties, the parties may execute it in subparts, and the signature transmitted by facsimile shall have the same force and effect as the original signature.

11.05	This Agreement shall be subject to, governed by and construed according to the laws of Nevada or, where applicable, federal statutory and common law. Any dispute regarding or relating to this Agreement shall be non-exclusively adjudicated in a court of competent jurisdiction in the State of Nevada.

11.06	No term or provision hereof shall be construed to be waived by any party, and no breach shall be excused by a party, unless such waiver or consent in writing, signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will

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11.07	The schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the schedules.

11.08

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements unless otherwise provided. Each party acknowledges and agrees by executing this Agreement that it is not relying upon any representation or promise whatsoever that is not contained herein and that any such representation or promise is acknowledged to be immaterial. Accordingly, each party to this Agreement waives the defense or claims of fraud in inducement or mistake of law or fact to any claim arising out of, based on, or related to this Agreement, except with respect to the express representations set forth in this Agreement.

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A.	Wynn, as the former CEO of Golden Nugget Las Vegas and Mirage Resorts, developed an international reputation for building and operating beautiful and sophisticated resort hotel gaming properties known for their world-class aesthetics, amenities, and services.

B.	Holdings is a wholly-owned subsidiary of Wynn Resorts, Limited (the “Company”). Holdings was formed for the purpose of holding and administering various rights that have been and will be developed and used by the Company, its subsidiaries, its affiliates, and any joint ventures in which any of them may be participants (the Company and such entities, the “Affiliates”). Wynn is CEO of the Company.

C.	Wynn has previously granted to Holdings, pursuant to written and oral agreements, rights to use Wynn’s surname in association with the activities of the Affiliates engaged in the resort hotel casino industry.

D.

Holdings owns rights in and pending trademark and service mark applications for marks incorporating the name and mark WYNN (the “WYNN Mark”) in association with hotel/casino and stand-alone hotel or casino (including internet and similar or successor media gaming) businesses, including businesses or amenities conducted (and merchandise offered) in connection therewith, such as facilities, meeting spaces, retail shopping, spas, golf courses, tennis facilities, and art galleries and products and services related thereto (“Resorts”). Wynn executed a consent to register the name of a living person, dated January 8, 2002, in connection with Holdings’ filings for the WYNN Mark, and Wynn has prior to or simultaneously with the execution hereof executed an assignment of the right, title, and interest that Wynn possesses in the WYNN Mark in association with Resorts.

E.	Wynn and Holdings desire to supersede and replace herein their prior agreements with respect to, and to expressly set forth the terms and conditions of use of, the WYNN Mark to ensure that Holdings may successfully use such rights in association with (including to advertise and promote) the Company’s world-class destination Resorts.

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A

Licensor, as the former CEO of Golden Nugget Las Vegas and Mirage Resorts developed an international reputation for building and operating beautiful and sophisticated resort hotel gaming properties known for their world-class aesthetics, amenities and services. Licensor has regularly appeared in commercials advertising such properties and in print and publicity photographs. To promote the Bellagio Art Collection and the Wynn Art Collection, Licensor recorded the narration for gallery exhibits and tours. As a result of his activities, Licensor has become well known as a popular hotelier and gaming entrepreneur.

B

Licensee is a wholly-owned subsidiary of Wynn Resorts, Limited (the “Company”). Licensee was formed for the purpose of holding and administering various rights that have been and will be developed and used by the Company, its subsidiaries, its affiliates, and any joint ventures in which any of them may be participants (the Company and such entities, the “Affiliates”). Licensor is CEO of the Company.

C	Licensor has previously granted to Licensee, pursuant to written and oral agreements, rights to use Licensor’s full name, photograph, image, and signature in association with the activities of the Affiliates engaged in the resort hotel casino industry.

D	Licensee wishes to use Licensor’s Rights of Publicity in advertising, marketing, and promoting the Resorts and associated amenities operated by one or more of the Affiliates.

E	Licensor and Licensee desire to supersede and replace herein their prior agreements with respect to, and to expressly set forth the terms and conditions of use of, Licensor’s Rights of Publicity to ensure that Licensee may successfully use such rights in association with, and to advertise and promote, the world-class destination Resorts.

1.	Grant of Rights.

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A.	Wynn and Holdings are entering into a Surname Rights Agreement, dated the date hereof (the “Surname Rights Agreement”), which Surname Rights Agreement addresses the use and registration of the WYNN Mark in connection with Resorts (each, as defined in the Surname Rights Agreement).

B.	Pursuant to the Surname Rights Agreement, Wynn has agreed to assign, and Holdings has agreed to acquire, all right, title, and interest that Wynn possesses worldwide in the WYNN Mark in connection with Resorts.

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A.

Wynn and Wynn Resorts Holdings, LLC (“Holdings”) are entering into a Surname Rights Agreement, dated the date hereof (the “Surname Rights Agreement”), which Surname Rights Agreement addresses the use and registration of the WYNN Mark in connection with Resorts (each, as defined in the Surname Rights Agreement). Pursuant to the Surname Rights Agreement, Wynn has agreed to assign, and Holdings has agreed to acquire, all right, title, and interest that Wynn possesses worldwide in the WYNN Mark in connection with Resorts. Valvino is an affiliate of Holdings.

B.	Pursuant to a Trademark Consent Agreement between Wynn and Valvino, dated January 8, 2002 (the “Trademark Consent Agreement”), Valvino and its subsidiaries were granted rights to use and register certain WYNN Marks.

C.	In connection with the execution of the Surname Rights Agreement, Wynn and Valvino desire to terminate the Trademark Consent Agreement, as Valvino will obtain rights to use WYNN Marks directly from Holdings.

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A.

Holdings is the owner or exclusive licensee with the right to license and/or sublicense certain marks and works as defined herein including but not limited to the marks and works that are listed and described in attached Schedule A, and is the licensee of other third party rights and works as defined herein that are listed and described in attached Schedule B, and certain trade secrets, data and know-how that are listed and described in attached Schedule C (hereinafter, collectively, the “Holdings Intellectual Property”).

A.	Limited is the parent entity of Holdings and is the owner of certain trade secrets, data, know-how and other intangible property that are listed and described in attached Schedule C (hereinafter, collectively the “Limited Intellectual Property”). The Holdings Intellectual Property and the Limited Intellectual Property are collectively referred to herein as the “Licensed Property”.

B.	Licensee is a subsidiary of Limited and currently owns and operates the Wynn Las Vegas and Encore Resort and Casino, an integrated hotel and casino resort located in Clark County Nevada (the “Operations”).

C.	By an agreement dated as of December 14, 2004, the Licensor and Licensee entered into an intellectual property license agreement under which the Licensor licensed the a subset of the Licensed Property to Licensee (the “2004 Intellectual Property License Agreement”)

1.	License. The Licensor grants the following licenses to the Licensee at the location specified herein.

1.01

Licensor provides to Licensee a non-exclusive license and/or non-exclusive sublicense to use the marks and works owned, or which will be owned, by the Licensor including but not limited to the marks and works listed in Schedule A, attached hereto, in connection with the operation, advertising, promotion, distribution and services of the Operations. The foregoing licenses granted in this Paragraph 1.01 shall hereinafter be known as the “Trademark License”.

1.02	Licensor provides Licensee a non-exclusive sublicense to the works listed in Schedule B, attached hereto, in connection with the operation, advertising, promotion, distribution and services of the Operations. The foregoing licenses granted in this Paragraph 1.02 shall hereinafter be known as the “Copyright and Persona License”.

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1.03

Licensor provides to Licensee a non-exclusive license to use the data, trade secrets and know-how listed in Schedule C, attached hereto, developed by the Licensor and its employees, officers, directors and representatives, and such future items as may be provided from time to time for use in connection with the operation, advertising, promotion, distribution and services of the Operations. Licensor shall pay all costs associated with the development of such data, trade secrets and know-how and shall also be responsible for providing Licensee updates or upgrades to such materials. Licensee shall reimburse all installation and/or training costs incurred by Licensor in connection with providing Licensee such information. The foregoing license shall hereinafter be known as the “Trade Secret and Know-How License.”

1.04

Notwithstanding any other provision of this Agreement, including, without limitation, Sections 2.01 and 2.02 hereof, Licensee shall have the right to sublicense any or all of its rights under the Trademark License and the Copyright and Persona License to any lessee or sublessee operating or conducting business at the Operation of the Licensee (“Approved Sublessee”). The Trade Secret and Know-How License may not be sublicensed by the Licensee.

1.05

Licensee shall have the right to sublicense all of its rights and licenses granted pursuant to the Trademark License and the Copyright and Persona License in order to have persons other than Licensee produce and manufacture promotional products or the packaging thereof. Licensee will identify its products and manufacturers for the products to Licensor upon request. Licensee agrees that any person or entity licensed to manufacture such products shall be prohibited from manufacturing, producing, selling, distributing, or shipping products other than to the Licensee, the Licensor, or Approved Sublessees. Licensee further agrees to enforce such prohibition at its own expense and upon reasonable demand by Licensor.

2.	License Term.

2.01	This Agreement shall be effective as of the Effective Date and shall continue until otherwise terminated under the provisions of this Agreement.

3.	Royalties.

3.01	Licensee shall pay to Licensor an aggregate monthly licensing fee (the “Licensing Fee”) for each of the licenses granted herein in the amount and in accordance with the payment schedule set forth in Schedule D. Any withholding taxes associated with such payments shall be made by Licensee and shall not be withheld from the payments described on Schedule D.

4.	Quality Control.

4.01

Licensee agrees that the facilities, amenities, services and goods covered by this Agreement will be of high quality and that such amenities, services and products will be designed, manufactured, sold and distributed in full and complete compliance with all applicable laws of the relevant jurisdictions of the Operations. To this end, Licensee shall, first request that the Licensor inspect and approve any and all advertising, promotion, public relations material, merchandise, or promotional products (“Product Sample”) before manufacture or production. Any

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4.02

All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance with prevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules and regulations. To the extent that the Licensor’s obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees to accept and comply, upon reasonable written notice, with such quality control provisions as may be required under the Licensor’s license agreements with third parties from whom Licensor has obtained the rights to the Licensed Property.

4.03

Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation of Licensor and any third party from whom Licensor has obtained such rights, including but not limited to the parties to the agreements listed on Schedule B. Accordingly, Licensee agrees to offer amenities or facilities of high quality standards and not to sell defective products (seconds) which bear the marks of the Licensed Property.

4.04

Licensee agrees to operate the Operations in a manner which meets or exceeds the following minimum quality standards: (a) the business shall be operated in compliance with all applicable laws and regulations of the relevant jurisdictions of the Operations, including, but not limited to, health, safety, fire and business codes, tax laws, gaming laws and labor codes; (b) the business shall maintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall be conducted in a professional and reputable manner, reasonably free from consumer complaints; (d) the premises shall be maintained in a pristine manner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food and beverage services shall maintain the highest possible rating for cleanliness established by the governing entity for the site; (e) the business shall be operated in a manner that does not tarnish or diminish the value of the goodwill represented by the Licensed Property; and (f) the business shall be operated in a manner that does not adversely affect the goodwill or reputation of the Licensor and its affiliates or the Licensor’s and its affiliates’ ability to obtain or maintain licenses from any regulatory authority, including the Nevada Gaming Commission.

4.05

Licensor (directly or through its authorized agents) shall have the right to inspect the premises upon reasonable notice, at any time. If, at any time, the Licensee fails to operate the Operations in conformity with the quality standards set forth herein, Licensor shall notify Licensee in writing of any such deficiency. Licensee shall have thirty (30) days within which to cure such deficiency. If the Licensee fails to cure any such failure, then Licensor may, at its option, cure the failure and charge the Licensee for the expense of doing so. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faith effort to effect the cure, Licensor may extend the period to cure for a reasonable time, at Licensor’s sole and absolute discretion.

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5.	Goodwill. All goodwill arising from the use of the Licensed Property shall inure to the benefit of the Licensor, or the party from whom the Licensor obtained its rights.

6.	Use of Licensed Property and Persona

6.01

Licensee shall comply, within a period not to exceed thirty (30) days, with the commercially reasonable conditions set forth by the Licensor, in writing, from time to time, with respect to the style, appearance and manner of use of the Licensed Property and any trade secrets, data and know-how provided to the Licensee pursuant to this Agreement. The Licensee may not make any use of the Licensed Property that is not in compliance with this Agreement, unless Licensee obtains the prior written permission of Licensor. Licensor may, at its option, require that the Licensee, at Licensee’s cost, place a notice or notices acceptable to the Licensor of the Licensor’s respective registration of the marks, works or persona rights.

6.02

Licensee shall provide Licensor for prior approval copies of all print advertisements and marketing materials containing any of the Licensed Property prior to printing, publishing or distribution. Licensor shall not unreasonably withhold approval of such advertisements or marketing materials, and any disapproval shall specify the basis for such disapproval. In the event that the Licensor does not approve or disapprove of such use within thirty (30) days of receipt, the use shall be deemed to be approved.

6.03

Licensee agrees not to use any of the Licensed Property in connection with any other trademark or service mark not owned by Licensor without the express written permission of Licensor. Licensor shall not unreasonably withhold approval of such use, and any disapproval shall be in writing specifying the basis for the disapproval. In the event that the Licensor does not approve or disapprove such request within thirty (30) days of receipt, such request shall be deemed approved.

6.04	Licensee will not permit any person or entity that leases, subleases or rents any portion of the Operations, to use any of the Licensed Property without a written agreement.

7.	Termination.

7.01

Upon any breach of this Agreement by the Licensor, the Licensee shall provide written notice to the Licensor, describing the nature of the breach. Except as provided in Paragraph 7.04 herein, the Licensor shall have ten (10) days within which to cure the breach. If the breach is not cured within that period of time, the Licensee may elect to terminate this Agreement. In the event that the cure cannot be accomplished within ten (10) days, but the Licensor has made a good faith effort to effect the cure, Licensee may extend the period to cure for a reasonable time, at Licensee’s sole and absolute discretion. Termination of the Agreement is effective upon receipt by the Licensor of the written notice of termination.

7.02	Upon any material breach of this Agreement by the Licensee, the Licensor shall provide written notice to the Licensee, describing the nature of the material breach. Except as provided in Paragraph 7.04 herein, the Licensee shall have thirty (30) days within which to cure the material breach. If the material breach is not cured

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7.03

The Licensor may require the Licensee to terminate any license granted hereunder to any approved third party licensee, or other sublicensee, if any such approved third party licensee, or other sublicensee (a) materially breaches this license and fails to cure the breach upon thirty (30) days notice from Licensor; or (b) becomes insolvent or bankrupt. Licensor may, in its sole and absolute discretion, first seek to cure any such breach or failure prior to termination, but any such attempt to cure shall not restrict the Licensor’s right at any time to require termination as to the third party licensee or other sublicensee as otherwise provided in this Section.

7.04

Licensee acknowledges that Licensor and its affiliated companies conduct businesses that are subject to and exist because of privileged gaming licenses issued by governmental authorities. Licensee agrees that the Licensor shall have the right to terminate this Agreement in the event (1)(i) any such privileged license is suspended or revoked, or (ii) the Licensor in good faith deems that the acts of the Licensee jeopardizes any such privileged license, or the gaming business activities of the Licensor, or its affiliated companies (in each case, the “Relevant Event”); and (2) the Relevant Event continues for thirty (30) consecutive days after written notice has been provided to the Licensee describing the nature of the event or activity creating the problem for the privileged license.

7.05

Upon the termination of any agreement between Licensor and any third party for the license of any of the Licensed Property, including but not limited to termination of any of the agreements listed on Schedule B, the portions of this Agreement relating to (or granting a license pursuant to) such terminated agreement shall concurrently terminate, without affecting any other provisions of this Agreement (including the Licensing Fee) provided that the Licensor shall not exercise its right to terminate any of their rights to the Licensed Property, including but not limited to the termination of the agreements listed in Schedule B without the prior written consent of the Licensee and any of its third party licensees.

7.06	This Agreement shall automatically terminate one month after the occurrence of either of the following events: (1) Limited ceases to own, directly or indirectly a majority of the member’s interest of Licensee, or (ii) Limited ceases to have the ability to direct or cause the direction of the management and policies of Licensee.

8.	Indemnification.

8.01

Licensee agrees to obtain, or cause to be obtained, insurance which provides personal injury and property damage and product liability coverage for any and all claims, suits, losses and damages arising out of the operation of the Licensee’s premises and sale of promotional merchandise, including coverage for any claims, suits, losses or damage arising out of negligence concerning the design, manufacture, distribution and sale of such promotional merchandise, from an

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8.02	Licensor shall defend, indemnify and hold Licensee and all of Licensee’s directors, officers, employees, agents, affiliates, sublicensees, sublessors and assigns (collectively, the “Licensed Protected Parties”) harmless from and against any demand, claims and losses arising from any third party claim alleging infringement of Licensed Property.

8.03

Licensee shall defend, indemnify and hold Licensor and its directors, officers, employees, agents and affiliates (collectively, “Licensor’s Protected Parties”) harmless from and against any and all demands, claims, losses or damages by reason of premise liability or product defect or negligent design or manufacture by or for the Licensee, or arising from the Licensee’s operation of the Operations.

9.	Notices. Except as otherwise set forth herein, any notices, statements or payments required to be made or given under this Agreement shall hand delivered or sent via registered mail, postage prepaid or by facsimile, to the following persons and addresses which may change or be modified at any time in writing by the receiving parties.

10.	Miscellaneous.

10.01	The parties each represent and warrant to the other that their own officer, or other duly authorized representative executing this Agreement, has the full power and authority to do so on their behalf.

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10.02

This Agreement shall be construed without regard to the rule of presumption requiring construction against the party who drafted the agreement, or caused it to be drafted. Neither party shall be deemed to be the drafting party. The parties hereto shall, and they hereby do, waive trial by jury with respect to any action brought by a party hereto against any other party or to any other matter arising out of or in any way connected with the Licensed Property.

10.03

The parties agree that they have each read and understand this Agreement; they understand its content and meaning; and they have executed it of their own free will in accordance with their own judgment, after having the opportunity to obtain the advice of counsel and having actually received the advice of counsel. The parties acknowledge that they have not been coerced, influenced or induced to execute this Agreement by any improper action.

10.04	To facilitate the execution of this Agreement by the parties, the parties may execute it in subparts, and the signature transmitted by facsimile shall have the same force and effect as the original signature.

10.05	This Agreement shall be subject to, governed by and construed according to the laws of Nevada or, where applicable, federal statutory and common law. Any dispute regarding or relating to this Agreement shall be non-exclusively adjudicated in a court of competent jurisdiction in the State of Nevada.

10.06

No term or provision hereof shall be construed to be waived by any party, and no breach shall be excused by a party, unless such waiver or consent in writing, signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by any party.

10.07	The schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the schedules.

10.08

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements unless otherwise provided. Each party acknowledges and agrees by executing this Agreement that it is not relying upon any representation or promise whatsoever that is not contained herein and that any such representation or promise is acknowledged to be immaterial. Accordingly, each party to this Agreement waives the defense or claims of fraud in inducement or mistake of law or fact to any claim arising out of, based on, or related to this Agreement, except with respect to the express representations set forth in this Agreement.

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SECTION 1.01.	Certain Defined Terms    1

SECTION 1.02.	Accounting Terms and Determinations    49

SECTION 1.03.	Classes and Types of Loans    49

SECTION 1.04.	Rules of Construction    49

SECTION 1.05.	Exchange Rates; Currency Equivalents    50

SECTION 1.06.	Pro Forma Calculations    51

SECTION 1.07.	Letter of Credit Amounts    51

SECTION 2.01.	Loans    52

SECTION 2.02.	Borrowings    52

SECTION 2.03.	Letters of Credit    53

SECTION 2.04.	Termination and Reductions of Commitment    59

SECTION 2.05.	Fees    60

SECTION 2.06.	Lending Offices    60

SECTION 2.07.	Several Obligations of Lenders    61

SECTION 2.08.	Notes; Register    61

SECTION 2.09.	Optional Prepayments and Conversions or Continuations of Loans    61

SECTION 2.10.	Mandatory Prepayments    62

SECTION 2.11.	Replacement of Lenders    66

SECTION 2.12.	[Reserved]    67

SECTION 2.13.	Extensions of Loans and Commitments    67

SECTION 2.14.	Defaulting Lender Provisions    69

SECTION 2.15.	Refinancing Amendments    71

SECTION 2.16.	Cash Collateral.    73

SECTION 3.01.	Repayment of Loans    73

SECTION 3.02.	Interest    74

SECTION 4.01.	Payments    74

SECTION 4.02.	Pro Rata Treatment    75

SECTION 4.03.	Computations    75

SECTION 4.04.	Minimum Amounts    76

SECTION 4.05.	Certain Notices    76

SECTION 4.06.	Non-Receipt of Funds by Administrative Agent    77

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SECTION 4.07.	Right of Setoff, Sharing of Payments; Etc    77

SECTION 5.01.	Additional Costs    78

SECTION 5.02.	Inability To Determine Interest Rate    79

SECTION 5.03.	Illegality    80

SECTION 5.04.	Treatment of Affected Loans    80

SECTION 5.05.	Compensation    80

SECTION 5.06.	Net Payments    81

SECTION 6.01.	The Guarantees    83

SECTION 6.02.	Obligations Unconditional    84

SECTION 6.03.	Reinstatement    85

SECTION 6.04.	Subrogation; Subordination    85

SECTION 6.05.	Remedies    86

SECTION 6.06.	Continuing Guarantee    86

SECTION 6.07.	General Limitation on Guarantee Obligations    86

SECTION 6.08.	Release of Guarantors    86

SECTION 6.09.	Keepwell    86

SECTION 6.10.	Right of Contribution    86

SECTION 7.01.	Conditions to Initial Extensions of Credit    87

SECTION 7.02.	Conditions to All Extensions of Credit    89

SECTION 8.01.	Corporate Existence; Compliance with Law    90

SECTION 8.02.	Material Adverse Effect    90

SECTION 8.03.	Litigation    90

SECTION 8.04.	No Breach; No Default    90

SECTION 8.05.	Action    90

SECTION 8.06.	Approvals    91

SECTION 8.07.	ERISA and Employee Benefit Plan Matters    91

SECTION 8.08.	Taxes    91

SECTION 8.09.	Investment Company Act    91

SECTION 8.10.	Environmental Matters    92

SECTION 8.11.	Use of Proceeds    92

SECTION 8.12.	Subsidiaries    92

SECTION 8.13.	Ownership of Property; Liens    92

SECTION 8.14.	Security Interest; Absence of Financing Statements; Etc    93

SECTION 8.15.	Licenses and Permits    93

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SECTION 8.16.	Disclosure    93

SECTION 8.17.	Solvency    93

SECTION 8.18.	Intellectual Property    93

SECTION 8.19.	Regulation H    94

SECTION 8.20.	Insurance    94

SECTION 8.21.	Real Estate    94

SECTION 8.22.	Anti-Terrorism Law    94

SECTION 8.23.	Anti-Corruption Laws/Bribery    95

SECTION 8.24.	Labor Matters    95

SECTION 9.01.	Existence; Business Properties    95

SECTION 9.02.	Insurance    96

SECTION 9.03.	Taxes    96

SECTION 9.04.	Financial Statements, Etc    96

SECTION 9.05.	Maintaining Records; Access to Properties and Inspections    99

SECTION 9.06.	Use of Proceeds; FCPA    99

SECTION 9.07.	Compliance with Environmental Law    100

SECTION 9.08.	Pledge of Property or Mortgage of Real Property    100

SECTION 9.09.	Security Interests; Further Assurances    102

SECTION 9.10.	Wynn Las Vegas Reorganization    102

SECTION 9.11.	Additional Credit Parties    103

SECTION 9.12.	Limitation on Designations of Unrestricted Subsidiaries    104

SECTION 9.13.	Limitation on Designation of Immaterial Subsidiaries    105

SECTION 9.14.	Wynn Las Vegas Distributions    105

SECTION 9.15.	Ratings    105

SECTION 10.01.	Indebtedness    106

SECTION 10.02.	Liens    108

SECTION 10.03.	Reserved    112

SECTION 10.04.	Investments, Loans and Advances    112

SECTION 10.05.	Mergers, Consolidations and Sales of Assets    114

SECTION 10.06.	Restricted Payments    116

SECTION 10.07.	Transactions with Affiliates    117

SECTION 10.08.	Financial Covenant.    118

SECTION 10.09.	Certain Payments of Indebtedness    118

SECTION 10.10.	Limitation on Certain Restrictions Affecting Subsidiaries    119

SECTION 10.11.	Limitation on Lines of Business    120

SECTION 10.12.	Limitation on Changes to Fiscal Year    120

SECTION 11.01.	Events of Default    120

SECTION 11.02.	Application of Proceeds    123

SECTION 11.03.	Borrower’s Right to Cure    124

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SECTION 12.01.	Appointment    124

SECTION 12.02.	Rights    125

SECTION 12.03.	Exculpatory Provisions    125

SECTION 12.04.	Reliance by Agents    126

SECTION 12.05.	Delegation of Duties    126

SECTION 12.06.	Resignation of Administrative Agent    126

SECTION 12.07.	Nonreliance on Agents and Other Lenders    127

SECTION 12.08.	Indemnification    128

SECTION 12.09.	No Other Duties    128

SECTION 12.10.	Holders    128

SECTION 12.11.	Administrative Agent May File Proofs of Claim    128

SECTION 12.12.	Collateral Matters    129

SECTION 12.13.	Withholding Tax    129

SECTION 12.14.	Secured Cash Management Agreements and Swap Contracts    130

SECTION 13.01.	Waiver    130

SECTION 13.02.	Notices    130

SECTION 13.03.	Expenses, Indemnification, Etc    131

SECTION 13.04.	Amendments and Waiver    133

SECTION 13.05.	Benefit of Agreement; Assignments; Participations    139

SECTION 13.06.	Survival    142

SECTION 13.07.	Captions    143

SECTION 13.08.	Counterparts; Interpretation; Effectiveness    143

SECTION 13.09.	Governing Law; Submission to Jurisdiction; Waivers; Etc.    143

SECTION 13.10.	Confidentiality    144

SECTION 13.11.	Independence of Representations, Warranties and Covenants    144

SECTION 13.12.	Severability    145

SECTION 13.13.	Gaming Laws    145

SECTION 13.14.	USA Patriot Act    145

SECTION 13.15.	Judgment Currency    146

SECTION 13.16.	Waiver of Claims    146

SECTION 13.17.	No Advisory or Fiduciary Responsibility    146

SECTION 13.18.	Lender Action    147

SECTION 13.19.	Interest Rate Limitation    147

SECTION 13.20.	Payments Set Aside    148

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ANNEX A-1	-    Revolving Commitments

ANNEX A-2	-    Term Facility Commitments

ANNEX A-3	-    L/C Sublimit

ANNEX B	-    Amortization Payments – Term Facility Loans

SCHEDULE 1.01(a)	-    Guarantors

SCHEDULE 1.01(b)	-    Excluded Subsidiaries

SCHEDULE 2.03	-    Specified Letters of Credit

SCHEDULE 7.01	-    Jurisdictions of Local Counsel Opinions

SCHEDULE 7.01(j)	-    Approvals

SCHEDULE 8.03	-    Litigation

SCHEDULE 8.07	-    ERISA

SCHEDULE 8.08	-    Taxes

SCHEDULE 8.10	-    Environmental Matters

SCHEDULE 8.12(a)	-    Subsidiaries

SCHEDULE 8.12(b)	-    Immaterial Subsidiaries

SCHEDULE 8.12(c)	-    Unrestricted Subsidiaries

SCHEDULE 8.13	-    Ownership

SCHEDULE 8.15	-    Licenses and Permits

SCHEDULE 8.18	-    Intellectual Property

SCHEDULE 8.19	-    Regulation H

SCHEDULE 8.21(a)	-    Real Property

SCHEDULE 8.21(b)	-    Real Property Takings, etc.

SCHEDULE 9.12	-    Designated Unrestricted Subsidiaries

SCHEDULE 10.01	-    Existing Indebtedness

SCHEDULE 10.02	-    Certain Existing Liens

SCHEDULE 10.04	-    Investments

SCHEDULE 10.07	-    Transactions with Affiliates

EXHIBIT A-1	-    Form of Revolving Note

EXHIBIT A-2	-    Form of Term Facility Note

EXHIBIT B	-    Form of Notice of Borrowing

EXHIBIT C	-    Form of Notice of Continuation/Conversion

EXHIBIT D	-    Forms of U.S. Tax Compliance Certificate

EXHIBIT E	-    Form of Compliance Certificate

EXHIBIT F	-    Form of Completion Guaranty

EXHIBIT G	-    Form of Solvency Certificate

EXHIBIT H	-    Form of Security Agreement

EXHIBIT I	-    Form of Mortgage

EXHIBIT J	-    Form of Assignment and Assumption Agreement

EXHIBIT K	-    Form of Letter of Credit Request

EXHIBIT L	-    Form of Joinder Agreement

EXHIBIT M	-    Form of Perfection Certificate

EXHIBIT N	-    Form of Auction Procedures

EXHIBIT O	-    Form of Open Market Assignment and Assumption Agreement

EXHIBIT P	-    Form of Term Loan Extension Amendment

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EXHIBIT Q	-    Form of Revolving Extension Amendment

EXHIBIT R	-    Form of Pari Passu Intercreditor Agreement

EXHIBIT S	-    Form of Second Lien Intercreditor Agreement

EXHIBIT T	-    Form of Subordination Agreement

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(ix)	all General Intangibles;

(xii)	all Supporting Obligations;

(xiii)	all Sale Proceeds;

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1.	Amendments.

1.	Termination of Agreement. Provider and Lessee agree that the Agreement shall terminate and be of no further force or effect as of January 1, 2015.

2.	Counterparts. This Termination may be executed in one or more counterparts, each of which independently shall be deemed to be an original.

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(a)	Fuel, oil, lubricants and other additives.

(b)	Travel expenses of the crew, including food, lodging, and ground transportation.

(c)	Hangar and tie-down costs away from the Aircraft’s base of operations.

(d)	Insurance obtained for the specific flight.

(e)	Landing fees, airport taxes, and similar assessments.

(f)	Customs, foreign permit, and similar fees directly related to the flight.

(g)	In flight food and beverages.

(h)	Passenger ground transportation.

(i)	Flight planning and weather contract services.

(j)	An additional charge equal to 100% of the expenses listed in subparagraph (a) of this paragraph.

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(a)	Proposed departure point;

(b)	Destination;

(c)	Date and time of flight;

(d)	The number and names of anticipated passengers;

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(e)	The nature and extent of unusual luggage and/or cargo to be carried;

(f)	The date and time of a return flight, if any; and

(g)	Any other information concerning the proposed flight that may be pertinent or required by Operator or Operator’s flight crew.

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(a)	He will use the Aircraft for and on account of his own personal business or pleasure only, and will not use the Aircraft for the purposes of providing transportation for passengers or cargo in air commerce for compensation or hire; and

(b)	During the term of this Agreement, he will (and will cause his employees, agents and guests to) abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft by User.

(c)	User shall not make the Aircraft available to a political candidate in connection with a political campaign by such candidate.

(d)	User shall not bring or cause to be brought or carried on board the Aircraft, or permit any employee, agent or guest to bring or cause to be brought or carried on board the Aircraft, any contraband or unlawful articles or substances, or anything that is contraband or is an unlawful article of substance in any jurisdiction into or over which the Aircraft is to operate on behalf of User.

(e)	User shall, and shall cause his employees, agents and guests to, comply with all lawful instructions and procedures of Operator and its agents and employees regarding the Aircraft, its operation or flight safety.

(f)

User shall not directly or indirectly create or incur any liens on or with respect to (i) the Aircraft or any part thereof, (ii) owner’s title thereto, (iii) any interest of Operator therein, (and User will promptly, at his own expense, take such action as may be necessary to discharge any such lien), except (a) the respective rights of Operator and User as herein provided and (b) liens created by or caused to be created by Aircraft owner or Operator.

(g)	User has all necessary powers to enter into the transactions contemplated in this Agreement and has taken all actions required to authorize and approve this Agreement.

(h)	User shall keep a legible copy of this Agreement in the Aircraft at all times when User is using the Aircraft.

(i)

User acknowledges that (i) the Aircraft is owned by Wells Fargo Bank Northwest, National Association, as Owner Trustee (“Owner Trustee”), under those certain trust agreements between the Owner Trustee and each applicable beneficial owner (each, a “Beneficial Owner”), is leased pursuant to those certain lease agreements between Owner Trustee and each applicable Beneficial Owner (collectively, the “Head Leases), and is

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(j)

Accordingly, User (i) waives any right that it might have to any notice of Owner Trustee’s, Beneficial Owners’ or Lenders’ intention to inspect, take possession of, or exercise any other right or remedy in respect of the Aircraft or under the Head Leases, the Subleases or Financing Arrangements, (ii) waives, as against the Owner Trustee, Beneficial Owners and Lenders, all rights to any set-off, defense, counterclaim, or cross-claim that it may hold against Owner Trustee, Beneficial Owners or Lenders, and (iii) acknowledges that, upon a default of Beneficial Owners under the Head Leases, the Operator under the Subleases, or Operator or its affiliates, as applicable, under the Financial Arrangements, User shall have no further rights in and to the applicable Aircraft.

(k)

User acknowledges that none of Owner Trustee, Beneficial Owners, Lenders, Operator or any of its or their affiliates has made any warranty or representation, either express or implied, as to the design, compliance with specifications, operation, or condition of, or as to the quality of the material, aircraft, or workmanship in, the Aircraft or any component thereof, AND OPERATOR MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS OF THE AIRCRAFT OR ANY COMPONENT THEREOF FOR ANY PARTICULAR PURPOSE OR AS TO TITLE TO THE AIRCRAFT OR COMPONENT THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR COMPONENT THEREOF.

(a)	Operator has all necessary powers to enter into the transaction contemplated in this Agreement and has taken all action necessary to authorize and approve this Agreement.

(b)	The Aircraft’s registration with the FAA names the applicable owner as the owner of the Aircraft.

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(a)

User shall indemnify, defend and hold harmless Operator and its officers, directors, agents and employees from and against any and all liabilities, claims (including, without limitation, claims involving or alleging Operator’s negligence and claims involving strict or absolute liability in tort), demands, suits, causes of action, losses, penalties, fines, expenses (including, without limitation, attorneys’ fees) or damages (collectively, “Claims”), whether or not Operator may also be indemnified as to any such Claim by any other person, to the extent relating to or arising out of such User’s breach of this Agreement or any damage (other than ordinary wear and tear) to the Aircraft caused by User, its employees or guests.

(b)

In the event of loss, theft, confiscation, damage to or destruction of the Aircraft, or any engine or part thereof, from any cause whatsoever (a “Casualty Occurrence”) occurring at any time when User is using the Aircraft under this Agreement, User shall furnish such information and execute such documents as may be necessary or required by Operator or applicable law. User shall cooperate fully in any investigation of any claim or loss processed by Operator under the Aircraft insurance policy/policies and in seeking to compel the relevant insurance company or companies to pay any such claims.

(c)

In the event of total loss or destruction of all or substantially all of the Aircraft, or damage to the Aircraft that causes it to be irreparable in the opinion of Operator or any insurance carrier providing hull coverage with respect to the Aircraft, or in the event of confiscation or seizure of the Aircraft, this Agreement shall automatically terminate; provided, however, that such termination of this Agreement shall not terminate the obligation of User to cooperate with Operator in seeking to compel the relevant insurance company or companies to pay claims arising from such loss, destruction, damage, confiscation or seizure; provided, further, that the termination of this Agreement shall not affect the obligation of User to pay Operator all accrued and unpaid amounts due hereunder.

(d)	For the sake of clarification, the Aircraft shall be deemed not available to User after any Casualty Occurrence until such time thereafter as Operator has returned the Aircraft to service. Operator shall have no obligation to return the Aircraft to service after any Casualty Occurrence.

(a)	User shall not have made payment of any amount due under this Agreement within ten (10) days after the same shall become due; or

(b)	User shall have failed to perform or observe (or cause to be performed or observed) any other covenant or agreement required to be performed under this Agreement, and such failure shall continue for twenty (20) days after written notice thereof from Operator to User; or

(c)	User (i) becomes insolvent, (ii) fails to pay its debts when due, (iii) makes any assignment for the benefit of creditors, (iv) seeks relief under any

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(a)

Upon the occurrence of any Event of Default, Operator may, at its option, exercise any or all remedies available at law or in equity, including, without limitation, any or all of the following remedies, as Operator in its sole discretion shall elect by notice in writing, terminate this Agreement, whereupon all rights of User to the use of the Aircraft or any part thereof shall absolutely cease and terminate, but User shall remain liable as provided in this Agreement and Operator. User shall forthwith pay to Operator an amount equal to the total accrued and unpaid amounts due hereunder, plus any and all losses and damages incurred or sustained by Operator by reason of any default by User under this Agreement.

(b)	User shall be liable for all costs, charges and expenses, including reasonable attorneys’ fees and disbursements, incurred by Operator by reason of the occurrence of any Event of Default or the exercise of Operator’s remedies with respect thereto.

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1.	I have reviewed this Annual Report on Form 10-K of Wynn Resorts, Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this Annual Report on Form 10-K of Wynn Resorts, Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.