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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.            )*

WYNN RESORTS, LIMITED
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

983134 10 7
(CUSIP Number)

Marc H. Rubinstein
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 733-4444
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

October 30, 2002
(Date of Event which Requires Filing of this Statement)

        If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

        Note:    Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

        *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

        The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 983134 10 7

1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
/x/

(b)
/ /
3.
SEC Use Only
4.
Source of Funds (See Instructions)
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
6.
Citizenship or Place of Organization
 
    
    
    
Number of
Shares		   7.   Sole Voting Power:   24,549,222
Beneficially
Owned by		   8.   Shared Voting Power:   49,098,444 (1)
Each Reporting
Person With		   9.   Sole Dispositive Power:   24,549,222
    10.   Shared Dispositive Power:   —0—
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.
Percent of Class Represented by Amount in Row (11)
14.
Type of Reporting Person

        (1)  Includes 24,549,222 shares held by Aruze USA, Inc., a Nevada corporation ("Aruze USA") that are beneficially owned by the Reporting Person as a result of that certain Stockholders Agreement, dated as of April 11, 2002 (the "Stockholders Agreement"), by and among Stephen A. Wynn, Baron Asset Fund, a Massachusetts business trust ("Baron") and Aruze USA. The aggregate percentage of the outstanding Common Stock of the Issuer, which the Reporting Person beneficially owns is 63.0%. Excluding the additional shares of Common Stock which the Reporting Person beneficially owns as a result of the Stockholders Agreement, the Reporting Person directly beneficially owns 31.5% of the outstanding Common Stock of the Issuer. (See Item 6)

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SCHEDULE 13D

Item 1.    Security and Issuer.

        Common stock, par value $0.01 per share (the "Common Stock") of Wynn Resorts, Limited, a Nevada corporation (the "Issuer"), whose executive offices are located at 3145 Las Vegas Boulevard South, Las Vegas, Nevada 89109.


Item 2.    Identity and Background.


Item 3.    Source and Amount of Funds or Other Consideration

        The Reporting Person used a draw of $72,500,000 under an $85,000,000 personal credit line with Bank of America, N.A., which is secured by assets owned by the Reporting Person other than shares of Common Stock, to purchase 5,576,923 shares of the Issuer. Such shares were purchased pursuant to that certain Purchase Agreement, dated October 25, 2002 (the "Purchase Agreement"), by and between the Issuer and Reporting Person at the price offered to the public in the Issuer's initial public offering. The Reporting Person's purchase of Common Stock pursuant to the Purchase Agreement was consummated on October 30, 2002.


Item 4.    Purpose of Transaction.

        The Reporting Person intends to use his position as a principal stockholder of the Issuer and the ability under the Stockholders Agreement to designate a majority of the directors on the Board of Directors of the Issuer to influence the management and policies of the Issuer, including to maintain his position as Chairman of the Board and Chief Executive Officer of the Issuer. The Reporting Person reserves the right to acquire or dispose of additional shares of Common Stock (or other equity securities or debt securities of the Issuer), depending on market conditions and other factors, and to take any other action he deems necessary or desirable should any event, development or change occur that, in his opinion, could affect his investment in, or control of, the Issuer. Except as qualified by the foregoing, the Reporting Person has no plans or proposals which relate to or would result in any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D.


Item 5.    Interest in Securities of the Issuer.

        (a)-(c)    On the date hereof, the Reporting Person has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 24,549,222 shares of Common Stock of the Issuer beneficially owned by him. Such 24,549,222 shares include 18,972,299 shares of Common Stock of the

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Issuer which were acquired by the Reporting Person from the Issuer as a result of a contribution of his membership interest in Valvino Lamore, LLC, a Nevada limited liability company ("Valvino"), to the Issuer on September 24, 2002. In the contribution, approximately 189.7 shares of Common Stock of the Issuer were issued in exchange for each common share of Valvino membership interests. The Reporting Person acquired an additional 5,576,923 shares of Common Stock from the Issuer on October 30, 2002 pursuant to the Purchase Agreement for $13.00 per share, which was the price offered to the public in the Issuer's initial public offering.

        As a result of entering into the Stockholders Agreement with Aruze USA (see Item 6), the Reporting Person possesses shared power to vote or direct the vote of, and thus beneficially owns, an additional 24,549,222 shares of Common Stock of the Issuer held by Aruze USA.

        Aruze USA is a Nevada corporation. The business address of Aruze USA is 745 Grier Drive, Las Vegas, Nevada 89119. To the knowledge of the Reporting Person, Aruze USA beneficially owns 24,549,222 shares of Common Stock, or 31.5% of the outstanding Common Stock of the Issuer. To the knowledge of the Reporting Person, Aruze Corp., a Japanese public corporation ("Aruze Corp."), which is Aruze USA's parent company, and Kazuo Okada, who is the founder, president and controlling shareholder of Aruze Corp., may be deemed to beneficially own the shares held by Aruze USA.

        As described in Item 6, under the Stockholders Agreement, the Reporting Person and Aruze USA have agreed to vote their shares of the Issuer's Common Stock for a slate of directors of the Board of Directors of the Issuer, a majority of which will be designated by the Reporting Person, of which at least two will be independent directors, and the remaining members of which will be designated by Aruze USA. The Reporting Person, on the one hand, and Aruze USA, Aruze Corp. and Kazuo Okada, on the other hand, are a "group" under Rule 13d-5 under the Securities Exchange Act of 1934, as amended, solely because of the voting arrangement with respect to the election of directors under the Stockholders Agreement.

        Except as set forth in the Stockholders Agreement and the Buy-Sell Agreement (see Item 6), the Reporting Person, on the one hand, and the other members of the group, on the other hand, do not have any other agreement, arrangement or understanding with respect to the acquisition, holding, voting or disposition of equity securities of the Issuer.

        The aggregate percentage of the outstanding Common Stock of the Issuer, which the Reporting Person beneficially owns, including the shares of Common Stock which the Reporting Person beneficially owns as a result of the Stockholders Agreement, is 63.0%. Excluding the additional shares of Common Stock which the Reporting Person beneficially owns as a result of the Stockholders Agreement, the Reporting Person directly beneficially owns 31.5% of the outstanding Common Stock of the Issuer.

        All percentages are based on 77,834,173 shares of Common Stock outstanding as of November 13, 2002, as reported in the Issuer's 424(b)(4) prospectus relating to its initial public offering, filed with the Securities and Exchange Commission on October 29, 2002 and the Issuer's press release, dated November 11, 2002, relating to the exercise of the underwriters' over-allotment option.

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Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

        Pursuant to the Purchase Agreement, the Reporting Person acquired 5,576,923 shares of the Issuer for $13.00 per share pursuant to the registration statement for the Issuer's initial public offering, which was the price offered to the public in the Issuer's initial public offering.

        Pursuant to the Stockholders Agreement, the Reporting Person and Aruze USA have agreed to vote their shares of the Issuer's Common Stock for a slate of directors of the Board of Directors of the Issuer, a majority of which will be designated by the Reporting Person, of which at least two will be independent directors, and the remaining members of which will be designated by Aruze USA.

        In addition, under the Stockholders Agreement, the parties to that agreement granted each other a right of first refusal on their respective shares of Common Stock of the Issuer. Under this right of first refusal, if any stockholder party to the Stockholders Agreement wishes to transfer any of his or its shares of Common Stock to anyone other than a permitted transferee, and has a bona fide offer from any person to purchase such shares, the stockholder must first offer the shares to the other parties to the Stockholders Agreement on the same terms and conditions as the bona fide offer. In addition to this right of first refusal, the Reporting Person and Aruze USA also granted each other and Baron a tag-along right on their respective shares of Common Stock. Under this tag-along right, the Reporting Person and Aruze USA, before transferring his or its shares of the Issuer to any person other than a permitted transferee, must first allow the other parties to the agreement to participate in such transfer on the same terms and conditions.

        The Stockholders Agreement also provides that, upon the institution of a bankruptcy action by or against a party to the Stockholders Agreement, the other parties to the agreement will be given an option to purchase the bankrupt stockholder's shares of Issuer Common Stock at a price to be agreed upon by the bankrupt stockholder and the other stockholders, or, if a price cannot be agreed upon by such stockholders, at a price equal to the fair market value of the shares. In addition, under the Stockholders Agreement, if there is a direct or indirect change of control of any party to the agreement, other than Baron, the other parties to the agreement have the option to purchase the shares of Common Stock held by the party undergoing the change in control. Under the Stockholders Agreement, a stockholder may assign these options to the Issuer.

        The Reporting Person, Kazuo Okada, Aruze USA, Aruze Corp. and the Issuer, which will be regulated by the Nevada gaming authorities, have entered into certain arrangements regarding the Common Stock of the Issuer held by each such person or entity. Pursuant to that certain Buy-Sell Agreement, dated as of June 13, 2002 (the "Buy-Sell Agreement"), by and among the Reporting Person, Kazuo Okada, Aruze USA and Aruze Corp., if any gaming application of Aruze USA, Aruze Corp. or Kazuo Okada concerning Aruze USA's ownership of Common Stock is denied by Nevada gaming authorities or requested to be withdrawn or is not filed within 90 days after the filing of the Issuer's application, the Reporting Person may elect to purchase the shares of Common Stock owned by Aruze USA. According to the Buy-Sell Agreement, the total purchase price of the shares of Common Stock will be the lesser of (1) the fair market value of the shares of Common Stock on the day the Reporting Person serves Aruze USA notice of his election to purchase the shares or (2) the aggregate amount of cash contributed to Valvino by Aruze USA, minus any distributions by Valvino or

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Wynn Resorts to Aruze USA, plus two percent interest, compounded annually. Pursuant to the Buy-Sell Agreement, the Reporting Person may pay this purchase price with a promissory note.

        In addition, under that certain Agreement, dated as of June 13, 2002 (the "Exercise Agreement"), between the Reporting Person and the Issuer, if the Reporting Person chooses not to exercise his right under the Buy-Sell Agreement to purchase the shares of Common Stock owned by Aruze USA, the Issuer has the right to require the Reporting Person to exercise such right.

        The Issuer granted the Reporting Person certain demand and piggy-back registration rights under that certain Registration Rights Agreement, dated as of October 30, 2002 (the "Registration Rights Agreement"), by and between the Issuer and the Reporting Person. The Registration Rights Agreement provides for the registration of a resale of the shares of Common Stock that the Reporting Person would acquire if the Reporting Person exercises his rights under the Buy-Sell Agreement to purchase the shares of Common Stock held by Aruze USA.

        The foregoing descriptions of the Purchase Agreement, Stockholders Agreement, Buy-Sell Agreement, Exercise Agreement, and Registration Rights Agreement are not, and do not purport to be, complete and are qualified in their entirety by reference to the Purchase Agreement, Stockholders Agreement, Buy-Sell Agreement, Exercise Agreement, and Registration Rights Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5 hereto and incorporated herein in their entirety by this reference.


Item 7.    Material to be Filed as Exhibits.

Exhibit
   Description
10.1   Purchase Agreement, dated October 25, 2002, by and between Wynn Resorts, Limited and Stephen A. Wynn

10.2
 
Stockholders Agreement, dated as of April 11, 2002, by and among Stephen A. Wynn, Baron Asset Fund and Aruze USA, Inc. (1)

10.3
 
Buy-Sell Agreement, dated as of June 13, 2002, by and among Stephen A. Wynn, Kazuo Okada, Aruze USA, Inc. and Aruze Corp.

10.4
 
Agreement, dated as of June 13, 2002, between Stephen A. Wynn and Wynn Resorts, Limited (2)

10.5
 
Registration Rights Agreement, dated as of October 30, 2002, between Stephen A. Wynn and Wynn Resorts, Limited

10.6
 
Loan Agreement, dated as of October 30, 2002, between Bank of America, N.A. and Stephen A. Wynn*
*
Certain portions of this Exhibit have been omitted and filed separately under an application for confidential treatment.

(1)
Incorporated by reference to the Registration Statement on Form S-1 filed by Wynn Resorts, Limited on June 17, 2002.

(2)
Incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-1 filed by Wynn Resorts, Limited on August 20, 2002.

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SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that this statement is true, complete and correct.

 
    
    
    By:   /s/  STEPHEN A. WYNN      
Stephen A. Wynn

Dated:    November 13, 2002

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EXHIBIT INDEX

Exhibit
   Description
10.1   Purchase Agreement, dated October 25, 2002, by and between Wynn Resorts, Limited and Stephen A. Wynn

10.2
 
Stockholders Agreement, dated as of April 11, 2002, by and among Stephen A. Wynn, Baron Asset Fund and Aruze USA, Inc. (1)

10.3
 
Buy-Sell Agreement, dated as of June 13, 2002, by and among Stephen A. Wynn, Kazuo Okada, Aruze USA, Inc. and Aruze Corp.

10.4
 
Agreement, dated as of June 13, 2002, between Stephen A. Wynn and Wynn Resorts, Limited (2)

10.5
 
Registration Rights Agreement, dated as of October 30, 2002, between Stephen A. Wynn and Wynn Resorts, Limited

10.6
 
Loan Agreement, dated as of October 30, 2002, between Bank of America, N.A. and Stephen A. Wynn*
*
Certain portions of this Exhibit have been omitted and filed separately under an application for confidential treatment.

(1)
Incorporated by reference to the Registration Statement on Form S-1 filed by Wynn Resorts, Limited on June 17, 2002.

(2)
Incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-1 filed by Wynn Resorts, Limited on August 20, 2002.

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Exhibit 10.1


PURCHASE AGREEMENT

October 25, 2002

To Stephen A. Wynn:

        Wynn Resorts, Limited, a Nevada corporation (the "Company"), proposes to issue and sell to you (the "Purchaser") five million five hundred seventy six thousand nine hundred twenty three (5,576,923) shares of the Company's Common Stock, par value $0.01 per share (the "Common Stock"). Terms not otherwise defined herein shall have the same meanings set forth in the Underwriting Agreement, dated as of October 25, 2002, by and among the Company and Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., Banc of America Securities LLC, as Representatives of the Several Underwriters set forth in Schedule I thereto (the "Underwriters"), as such Underwriting Agreement may be amended from time to time (the "Underwriting Agreement"). The Common Stock to be purchased by the Purchaser hereunder will be purchased pursuant to an offering by the Company under the Registration Statement.

        1.    Purchase, Sale and Delivery of the Common Stock.    On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Company five million five hundred seventy six thousand nine hundred twenty three (5,576,923) shares of the Common Stock (the "Purchased Shares") at a purchase price of $13 per share (the "Per Share Price").

        Delivery of the payment of the purchase price for the Purchased Shares shall be made at the place determined in accordance with Section 2 of the Underwriting Agreement. Such delivery and payment shall be made at the Closing Date as set forth in such Section 2. Delivery of the Purchased Shares shall be made to the Purchaser against payment by the Purchaser of the purchase price for the Purchased Shares to the order of the Company by certified or official bank check payable in New York Clearing House funds or by wire transfer of immediately available funds to an account designated by the Company.

        2.    Conditions to the Purchaser's Obligations.    The obligations of the Purchaser to purchase and pay for the Purchased Shares shall be subject only to the condition that the Closing under the Underwriting Agreement shall have occurred concurrently with the closing under this Agreement.

        3.    Effective Date of Agreement; Termination.    This Agreement shall become effective upon the effectiveness of the Underwriting Agreement, and shall terminate solely upon the termination of the Underwriting Agreement.

        4.    Consent and Waiver.    Reference is hereby made to: (i) that certain Purchase Agreement, dated concurrently herewith, between the Company and Aruze USA, Inc., pursuant to which, subject to certain conditions, Aruze USA, Inc. or its assignee is to purchase five million five hundred seventy six thousand nine hundred twenty three (5,576,923) shares of Common Stock at the Per Share Price; (ii) that certain Purchase Agreement, dated concurrently herewith, among the Company, Baron Asset Fund, a Massachusetts business trust, on behalf of the Baron Growth Fund Series, and Baron Asset Fund, a Massachusetts business trust, on behalf of the Baron Small Cap Fund Series, pursuant to which, subject to certain conditions, Baron Asset Fund, on behalf of the Baron Growth Fund Series and on behalf of the Baron Small Cap Fund Series, is to purchase seven hundred thousand (700,000) shares of Common Stock at the Per Share Price and three hundred thousand (300,000) shares of Common Stock at the Per Share Price, respectively; and (iii) that certain Purchase Agreement, dated concurrently herewith, between the Company and Zenith Insurance Company, a California corporation, pursuant to which, subject to certain conditions, Zenith Insurance Company is to purchase one million (1,000,000) shares of Common Stock at the Per Share Price (collectively, the "Other Stock Purchase Transactions"). The Purchaser hereby consents to the Other Stock Purchase Transactions and waives


any pre-emptive or other rights to purchase the equity interests contemplated to be issued in the Other Stock Purchase Transactions.

        5.    Amendment.    This Agreement may be amended only with the written consent of the Company, the Purchaser and each of the Underwriters.

        6.    Parties.    Except as set forth in this Section, this Agreement shall inure solely to the benefit of, and shall be binding upon, the Company and the Purchaser and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision therein contained. The Purchaser shall have the right to assign the Purchaser's right to purchase shares of Common Stock under this Agreement to the extent necessary in order for the Purchaser and the Company not to be required to make filings, if required, with the Federal Trade Commission and the Department of Justice of notification forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the purchase of shares of Common Stock purchased hereunder. Notwithstanding anything to the contrary in the foregoing, it is expressly agreed that: (i) the Underwriters are intended to be third party beneficiaries of this Agreement, except for Section 4 hereof, and the Underwriters shall, except to that extent, be entitled to bring an action for damages or for specific enforcement of this Agreement in the event of any breach of this Agreement by either the Company or the Purchaser; and (ii) the parties to the Other Stock Purchase Transactions are intended to be third party beneficiaries of Section 4 of this Agreement.

        7.    Construction.    This Agreement shall be construed in accordance with the internal laws of the State of Nevada.

        8.    Counterparts.    This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

        If the foregoing correctly sets forth the understanding between you and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

    Very truly yours,

 
 
WYNN RESORTS, LIMITED,
a Nevada corporation

 
 
By:
/s/  RONALD KRAMER      
Name: Ronald Kramer
Title: President

Accepted as of the date first above written:
 
 
 

/s/  STEPHEN A. WYNN      
STEPHEN A. WYNN
 
 
 

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Exhibit 10.3


BUY-SELL AGREEMENT

        This BUY-SELL AGREEMENT (the "Agreement"), dated as of this 13th day of June, 2002, is entered into by and among Stephen A. Wynn, an individual ("Wynn"), Kazuo Okada, an individual ("Okada"), Aruze USA, Inc., a Nevada corporation ("Aruze"), and Aruze Corp., a Japanese public corporation ("Aruze Parent").

W I T N E S S E T H:

        WHEREAS, the members of Valvino Lamore, LLC, a Nevada limited liability company (the "LLC"), have agreed to contribute their interests in the LLC to Wynn Resorts, Limited, a Nevada corporation (the "Company"), in exchange for Shares in the Company (the "Contribution"); and

        WHEREAS, the parties desire to enter into this Agreement to facilitate the financing of the Company and help resolve potential future issues related to the Company's ability to obtain gaming licenses and comply with gaming laws.

        NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the parties hereto agree as follows:

1.
Definitions.    For purposes of this Agreement:

(a)
"Closing Prices" means, with respect to each Share, (i) the last reported sale price regular way or, in the case no such sale takes place on such day, the average of the closing bid and asked prices regular way, on the principal national securities exchange on which such class or series of Shares is listed or admitted for trading, or (ii) if such class or series of Shares is not listed or admitted for trading on any national securities exchange, the last reported sale price or, in case no such sale takes place on such day, the average of the highest reported bid and the lowest reported asked quotation for such class or series of Shares, for all such purposes as reported by Bloomberg Financial Markets or The Wall Street Journal if Bloomberg Financial Markets is no longer reporting such information, or a similar service if Bloomberg Financial Markets and The Wall Street Journal are no longer reporting such information.

(b)
"Fair Market Value" means, with respect to each Share of any class or series for any Wynn Notice Date (as defined in Section 3(a)), (i) the average of the daily Closing Prices for the twenty consecutive trading days prior to such Wynn Notice Date, or (ii) if on such Wynn Notice Date the Shares of such class or series of Shares are not listed or admitted for trading on any national securities exchange and are not quoted on Nasdaq or any similar service, the fair market value, as determined by a nationally recognized valuation firm mutually acceptable to Wynn and Aruze.

(c)
"Investment Amount" means, with respect to each Share of any class or series for any Wynn Notice Date, (i) the aggregate amount of cash contributed to the LLC by Aruze, reduced by any distributions by the LLC or the Company to Aruze, plus interest, compounded annually, at the rate of two percent (2%) per annum on the balance of such amount from time to time, divided by (ii) the total number of Shares issued to Aruze upon the contribution of its interest in the LLC to the Company, as appropriately adjusted for any subsequent stock dividend, stock split, reverse stock split, recapitalization, consolidation, or similar event.

(d)
"Licensing Event" means (i) a recommendation by the Nevada State Gaming Control Board to the Nevada Gaming Commission that the applications of Aruze Parent, Aruze, and/or Okada be denied, or that Aruze Parent, Aruze, and/or Okada be found unsuitable; (ii) a vote by the Nevada Gaming Commission to deny the applications of Aruze Parent, Aruze, and/or Okada, or to find Aruze Parent, Aruze, and/or Okada unsuitable; (iii) a request for withdrawal of applications by Aruze Parent, Aruze, and/or Okada in respect of the Company;
2.
Gaming Matters.    If required by any gaming authority, Aruze, Aruze Parent, and Okada shall, and shall cause their respective related parties to, promptly submit such personal history and financial history, cooperate in any investigation, and diligently seek a finding of suitability or other gaming registration or license. Aruze, Aruze Parent, or Okada, as the case may be, shall keep Wynn informed, in advance, of all proceedings in which any of them or their related parties are engaged before a gaming authority, including without limitation by providing Wynn with copies of any correspondence from or to any gaming authority and any written materials to be submitted in connection with such proceedings.

3.
Purchase and Sale of Aruze's Shares.    

(a)
Upon the occurrence of a Licensing Event, Aruze shall provide prompt written notice thereof to Wynn. Upon the occurrence of a Licensing Event, Wynn or his designee shall have until 60 days after the date of Aruze's notice to Wynn of the Licensing Event, to elect by written notice to Aruze to purchase some or all of Aruze's Shares for a price equal to the lesser of (i) the Fair Market Value of the purchased Shares as of the date of the Wynn notice to Aruze (the "Wynn Notice Date"), or (ii) the Investment Amount of the purchased Shares as of the Wynn Notice Date. The purchase price shall be paid, in full, by delivering to Aruze a promissory note, in the form attached hereto as Exhibit A, duly executed by the purchaser. The purchase and sale of the Shares shall take place on a date 15 days after the Wynn Notice Date.

(b)
The dates provided in this Section 3 for the purchase and sale of Shares shall be adjusted by Wynn if necessary to comply with any applicable securities laws, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any other applicable law.

(c)
Each of Aruze, Aruze Parent, and Okada hereby represents and warrants to Wynn that Aruze will deliver good and marketable title to any Shares purchased hereunder, free and clear of all liens, security interests, or other encumbrances of any nature whatsoever.
4.
Escrow.    All Shares owned by Aruze, Aruze Parent, Okada, or any transferee of any of them shall be held in escrow by Wynn to secure their obligations hereunder, together with executed stock powers in blank and such other documents as may be required to effect the sale of Shares contemplated hereunder.

5.
Transferee Bound by Agreement.    If Aruze, or its transferee, proposes to transfer any of its Shares, the proposed transferee shall be required, as a condition of such transfer, to agree in writing to assume all obligations of the transferor hereunder; provided, however, that any such

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6.
Effective Time; Termination of Prior Agreements.    This Agreement shall become effective at the time of the Contribution. At such time the Second Amendment, Paragraph 20 of the Third Amendment, and Section 11 of the Stockholders Agreement are hereby terminated and shall be of no further force or effect. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

7.
Miscellaneous.    

(a)
Conflicts.    In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Operating Agreement or the Stockholders Agreement, the terms and conditions of this Agreement shall control.

(b)
Further Assurances.    Each party hereto agrees to cooperate with the other parties by executing such other documents and taking such other actions as may be necessary or appropriate to carry out the provisions of this Agreement.

(c)
Amendments.    This Agreement may not be amended except by a written agreement executed by all of the parties.

(d)
Legend.    Wynn and Aruze agree to cause the Company to imprint on all certificates representing Shares owned by Aruze or any transferee the following restrictive legend (in addition to any other legend required by applicable laws):

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If to Wynn:   Mr. Stephen A. Wynn
c/o Wynn Resorts, Limited
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Facsimile: 702.791.0167

If to Aruze, Aruze Parent, or Okada:
 
Aruze USA, Inc.
745 Grier Drive
Las Vegas, Nevada 89119
Facsimile: 702.361.3407
Attention: Koiki Ohba

With a copy to:
 
Holland & Knight LLP
633 West Fifth Street, 21st Floor
Los Angeles, California 90071
Facsimile: 213.896.2450
Attention: Tasha D. Nguyen, Esq.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

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        IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by Wynn, Okada, and a duly authorized officer of each of Aruze and Aruze Parent on the day and year first written above.

    /s/  STEPHEN A. WYNN      
Stephen A. Wynn

 
 
/s/  KAZUO OKADA      
Kazuo Okada
       

 
 
ARUZE USA, INC.

 
 
By:
/s/  KAZUO OKADA      
    Name: Kazuo Okada
    Title: Chairman

 
 
ARUZE CORP.

 
 
By:
/s/  KAZUO OKADA      
    Name: Kazuo Okada
    Title: President

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EXHIBIT A
PROMISSORY NOTE

$[                        ]   Las Vegas, Nevada        
                    , 20

        FOR VALUE RECEIVED,                        (the "Maker") hereby absolutely and unconditionally promises to pay to Aruze USA, Inc. (the "Holder"), prior to or on                             [ninth anniversary of delivery], 20    , in immediately available funds, the principal amount of $ [                        ] or, if less, the aggregate principal amount of this Note outstanding on such date, and to pay interest on the unpaid principal amount hereof, in immediately available funds, annually in arrears on each anniversary of the date hereof (or the next succeeding business day), at the rate of 2% per annum. Notwithstanding any other provision hereof, in no event shall this Note bear interest at a rate exceeding the maximum rate permitted by applicable law.

        This Note evidences the purchase price payable by the Maker to the Holder pursuant to a Buy-Sell Agreement entered into by and among Stephen A. Wynn, an individual, Kazuo Okada, an individual, Aruze USA, Inc., a Nevada corporation, and Aruze Corp., a Japanese public corporation, dated as of June    , 2002. This Note may be prepaid in whole or in part at any time without penalty or premium.

        No delay or omission on the part of the Holder or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or any other right of the Holder or of such holder, nor shall any delay, omission or waiver of any one occasion be deemed a bar to or waiver of the same or any other right or any other occasion. The Maker and every endorser and guarantor of this Note regardless of the time, order or place of signing hereby waives presentment, demand, protest and notice of every kind, and assents to any extension or postponement of the time for payment or any other indulgence.

        Holder and Maker shall each bear their own costs and expenses in connection with this Note, including legal and other professional fees and expenses.

        THIS NOTE SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA (WITHOUT REFERENCE TO CONFLICTS OF LAW).

        This Note will be binding upon Maker and his successors and assigns, and inure to the benefit of Holder and its successors and assigns.

        IN WITNESS WHEREOF, the Maker has caused this Note to be executed by its duly authorized officer to take effect as of the date first written above.

   

 
 
By:
 
     

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EXHIBIT A PROMISSORY NOTE

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Exhibit 10.5


REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into this 30th day of October, 2002, by and between WYNN RESORTS, LIMITED, a Nevada corporation (the "Company"), and Stephen A. Wynn, an individual ("Wynn" and, collectively with the Company, the "Parties").

        A.    Wynn, the Company, Aruze USA, Inc. (together, with any other entity owned or controlled by Aruze Corp. and/or Kazuo Okada to which any or all of the Aruze Shares (as defined below) may be transferred, collectively, "Aruze"), Kazuo Okada and Aruze Corp. have entered into that certain Buy-Sell Agreement dated as of June 13, 2002 (as amended by that certain Purchase Agreement dated October 30, 2002 between Aruze USA, Inc. and the Company and as such Buy-Sell Agreement may be amended further from time to time, the "Buy-Sell Agreement") pursuant to which Wynn or his designee has the option (the "Purchase Option"), under certain circumstances, to purchase some or all of Aruze's capital stock of the Company (such Shares so purchased by Wynn or his designees, the "Aruze Shares") on the terms and conditions contained therein;

        B.    The Company and Wynn have entered into that certain Agreement dated as of June 13, 2002 pursuant to which the Company may, under certain circumstances, require Wynn or his designee to exercise the Purchase Option under the Buy-Sell Agreement;

        C. The Company and Wynn desire to set forth the respective rights of the Company and Wynn with respect to the registration of a resale of the Aruze Shares after an exercise of the Purchase Option.

        NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises contained herein, the Parties agree as follows:

        1.    Definitions.    

        2.    Registration Rights.    

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        3.    Hold-Back Agreements.    

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        4.    Registration Procedures.    In connection with the Company's registration obligations pursuant to Section 2 hereof, the Company will use its reasonable best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company will:

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        Notwithstanding anything to the contrary contained in this Agreement, the Company may at any time suspend or terminate any of its efforts with respect to a Registration Statement filed by it other than pursuant to Section 2.1 of this Agreement, including by suspending or terminating (as applicable) the preparation, filing or effectiveness of such Registration, without any liability of any kind to any Holder.

        5.    Selling Holders' Obligations.    

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        6.    Registration Expenses.    

        7.    Indemnification.    

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        The Company and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 7.4 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7.4, no Selling Holder shall be required to contribute any amount in excess of the amount by which the total price at which the securities of such Selling Holder were offered to the public exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person

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guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Selling Holders' obligations to contribute pursuant to this Section 7.4 are several in proportion to the proceeds of the offering received by each Selling Holder bears to the total proceeds of the offering received by all the Selling Holders and not joint.

        8.    Selection of Underwriters.    The determination of whether an offering of Registrable Securities made pursuant to Section 2.1 will be underwritten shall be made by the Majority Selling Holders. Such Majority Selling Holders shall have the right to select the investment bankers and managing underwriters to administer an underwritten offering of Registrable Securities made pursuant to Section 2.1, provided, however, that such investment bankers and managing underwriters shall be subject to approval by the Company, which approval shall not be unreasonably withheld. If requested, the Company shall enter into a customary underwriting agreement with an investment banking firm, as set forth under Section 4.10 above. For any offering of Registrable Securities pursuant to a Registration Statement, the selection of counsel for Selling Holders shall be determined by the Majority Selling Holders.

        9.    Reports Under Securities Exchange Act of 1934.    With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

        10.    Transfer of Registration Rights.    The right to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned by a Holder to (i) a transferee or assignee of Registrable Securities who acquires pursuant to such transfer, not less than 25% of the aggregate

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number of Registrable Securities originally acquired by Wynn or his designee(s) under the Buy-Sell Agreement (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like), (ii) a subsidiary, parent or other affiliate, member, shareholder, officer, general partner, limited partner or former or retired partner of a Holder, (iii) a Holder's family member, family partnership or trust for the benefit of an individual Holder or any family member or (iv) by Wynn to his designee(s) under the Buy-Sell Agreement who acquires some or all of the Aruze Shares pursuant to the Purchase Option; provided, however, that such assignment shall be effective only if (a) the transferee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including, but not limited to, the provisions of Section 3.1 above, (b) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being transferred and (c) such transfer of any Registrable Securities is lawful under all applicable securities laws.

        11.    Termination of Registration Rights.    The right of any Holder to request registration or to include Registrable Securities in any registration pursuant to this Agreement shall terminate one year after the payment in full of the promissory note(s) that Wynn or his designee(s) may use to pay the purchase price for the Aruze Shares pursuant to the Buy-Sell Agreement.

        12.    Exercise of Demand Registration Rights.    Notwithstanding anything to the contrary contained in this Agreement, a Demand Notice may be delivered pursuant to Section 2.1 hereof only by Wynn or, if he is deceased, by his spouse or by his estate, on behalf of the Holders of the requisite percentage and market value of Registrable Securities.

        13.    Miscellaneous.    

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If to the Company:   Wynn Resorts, Limited
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Facsimile: 702.733.4596
Attention: Legal department.

If to Wynn:
 
Stephen A. Wynn
c/o Wynn Resorts, Limited
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Facsimile: 702.791.0167

        All notices and other communications shall be deemed to have been given (i) if delivered by the United States mail, three business days after mailing (five business days if delivered to an address outside of the United States), (ii) if delivered by a courier or other delivery service, one business day after dispatch (two business days if delivered to an address outside of the United States), and (iii) if personally delivered or sent by facsimile or similar electronic device, upon receipt by the recipient or its agent or employee (which, in the case of a notice sent by facsimile or similar electronic device, shall be the time and date indicated on the transmission confirmation receipt). No objection may be made by a party to the manner of delivery of any notice actually received in writing by an authorized agent of such party.

        13.5    Complete Agreement; Modifications.    This Agreement and any documents referred to herein or executed contemporaneously herewith constitute the Parties' entire agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. This Agreement may be amended, altered or modified only by a writing signed by the Company and Holders of a majority of the Registrable Securities then held by all Holders.

        13.6    Calculation of Registrable Securities.    For the purposes of this Agreement, if the Aruze Shares consist of common stock and another class of securities convertible into common stock, then the calculation of the number of Registrable Securities shall include any shares of common stock acquired or which may be acquired by the Holders upon conversion of any such convertible securities comprising Aruze Shares.

        13.7    Successors and Assigns.    Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the Parties, their respective successors and permitted assigns, including, without limitation and without the need for an express assignment, subsequent Holders of Registrable Securities who are assigned registration rights pursuant to Section 10 hereof.

        13.8    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the choice of law provisions thereof.

        13.9    Attorneys' Fees.    Should any litigation be commenced (including any proceedings in a bankruptcy court) between the Parties or their representatives concerning any provision of this Agreement or the rights and duties of any Person or entity hereunder, the party or parties prevailing in such proceeding shall be entitled, in addition to such other relief as may be granted, to the reasonable attorneys' fees and court costs incurred by reason of such litigation.

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        13.10    Headings.    The Article and Section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend or interpret the scope of this Agreement or of any particular Article or Section.

        13.11    Severability.    If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; furthermore, the remaining provisions of this Agreement shall remain in full force and effect, and, in place of such illegal, invalid or unenforceable provision, there automatically shall be added as a part of this Agreement a provision as similar to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

        13.12    Gender.    Throughout this Agreement, as the context may require, the masculine gender includes the feminine and neuter; and the neuter gender includes the masculine and feminine.

        13.13    Counterparts.    This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[Remainder of this page intentionally left blank.]

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SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth hereinabove.

    WYNN RESORTS, LIMITED

 
 
By:
 
/s/  MARC H. RUBINSTEIN      
Name: Marc H. Rubinstein
Title: Senior Vice President, General Counsel and Secretary

 
 
By:
 
/s/  STEPHEN A. WYNN      
Stephen A. Wynn

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Exhibit 10.6


LOAN AGREEMENT

        This Agreement dated as of October 30, 2002, is between Bank of America, N.A. (the "Bank") and Stephen A. Wynn (the "Borrower").

        1. LINE OF CREDIT AMOUNT AND TERMS

        3. FEES AND EXPENSES

        4. COLLATERAL

        The Borrower's obligations to the Bank under this Agreement will be secured by personal property consisting of various pieces of fine art the Borrower now owns or will own in the future and the Borrower's interest under the Art Lease. The Eligible Collateral is further defined in security agreement(s) executed by the Borrower, which, as of the date of this Agreement includes the personal property listed on Exhibit A to this Agreement.


        5. DISBURSEMENTS, PAYMENTS AND COSTS

        6. CONDITIONS

        The Bank must receive the following items, in form and content acceptable to the Bank, before it is required to extend any credit to the Borrower under this Agreement:

        7. REPRESENTATIONS AND WARRANTIES

        When the Borrower signs this Agreement, and until the Bank is repaid in full, the Borrower makes the following representations and warranties. Each request for an extension of credit constitutes a renewal of these representations and warranties as of the date of the request:

        8. COVENANTS

        The Borrower agrees, so long as credit is available under this Agreement and until the Bank is repaid in full:

        "Liquid Assets" means the following assets of the Borrower (excluding assets of any retirement plan established pursuant to the provisions of Sections 401(a) and 501(a) of the Internal Revenue Code, any individual retirement account or annuity, simplified employee pension plan or SIMPLE plan established pursuant to the provisions of Section 408 of the Internal Revenue Code, or any other

retirement plan or arrangement established pursuant to any other federal or state statute) which may be converted to cash by sale or other means within five (5) days:

        Within 10 days of the end of each calendar quarter, the Borrower shall provide to the Bank copies of statements from depository institutions or brokerage firms, or other evidence acceptable to the Bank of the Borrower's Liquid Assets; together with a compliance certificate substantially in the form of Exhibit B, in form and content satisfactory to the Bank, and certified in writing as true and correct.

        "Eligible Stocks" shall include any common or preferred stock which is traded on a U.S. national stock exchange or included in the National Market tier of NASDAQ and which (i) is issued by a company with a market capitalization, as of the close of the most recent trading day, of at least One Billion Dollars ($1,000,000,000), (ii) has, as of the close of the most recent trading day, a per share price of at least Fifteen Dollars ($15), and (iii) is not subject to any restriction or limitation by applicable laws or agreements governing the sale, transfer or other disposition thereof in the public market.

        9. DEFAULT

        10. ENFORCING THIS AGREEMENT; MISCELLANEOUS

        In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.

[SIGNATURES ON FOLLOWING PAGE]

        This Agreement is executed as of the date stated at the top of the first page.


 
 
 
 
 
Bank of America, N.A.      

 
 
 
 
 
By /s/  WAYNE A. WARREN      
     /s/  STEPHEN A. WYNN      
Stephen A. Wynn
Typed Name Wayne A. Warren
      
    
Title Vice President
      

 
 
 
 
 
Address where notices to the Bank are to be sent:     Address where notices to the Borrower are to be sent:

 
 
 
 
 
Private Bank
NV1-119-03-01
300 South Fourth Street
Suite 300
Las Vegas, Nevada 89101-6014
Attn: Wayne Warren
Facsimile: (702) 654-3089		     [*MATERIAL OMITTED AND SEPARATELY FILED WITH THE COMMISSION UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT]
      with a copy to:

 
 
 
 
 
       

 
 
 
 
 
       
Facsimile:                                                     


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