WYNN » Topics » Recitals

These excerpts taken from the WYNN 10-K filed Mar 1, 2010.

RECITALS

WHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of April 24, 2007 (the “Agreement”); and

WHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Agreement as more fully set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Amendment, the parties hereto agree as follows:

1. Termination of Affiliate Positions. Concurrent with Employee’s resignation from Employer or upon expiration or termination of the Agreement, Employee agrees to resign, and shall be deemed to have resigned, all other positions and Board of Director memberships that Employee may have held immediately prior to Employee’s resignation from Employer or expiration or termination of the Agreement.

2. Section 409A Provision. Notwithstanding any provision of the Agreement to the contrary, if, at the time of Employee’s termination of employment with the Employer, he or she is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits received or to be received by Employee pursuant to the Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under the Agreement until the earlier of: (a) the date that is six (6) months following Employee’s termination of employment with the Employer or (b) the Employee’s death. The provisions of this Section shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Employer may reform such provision to maintain the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

2. Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified only as stated herein, and agree that nothing else in the Agreement shall be affected by this Amendment.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

 

WYNN RESORTS, LIMITED       EMPLOYEE
By:  

  /s/ Marc D. Schorr

   

  /s/ Kim Sinatra

    Marc D. Schorr       Kim Sinatra
    Chief Operating Officer    

RECITALS

WHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of April 24, 2007 as amended by that certain First Amendment to Employment Agreement Dated as of December 31, 2008 (collectively, the “Agreement”); and

WHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Agreement as more fully set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Amendment, the parties hereto agree as follows:

This excerpt taken from the WYNN 8-K filed Oct 20, 2009.

Recitals

A. Disbursement Agreement. The undersigned are parties to that certain Amended and Restated Master Disbursement Agreement, dated as of October 25, 2007, as amended by that certain First Amendment to Amended and Restated Master Disbursement Agreement, dated as of October 31, 2007, as amended by that certain Second Amendment to Amended and Restated Master Disbursement, dated as of November 6, 2007, and as amended by Section 7(a) of that certain Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 17, 2009 (the “Existing Agreement”, and as amended hereby, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Disbursement Agreement”), among the Company, the Bank Agent and the Disbursement Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given in the Disbursement Agreement.

B. Senior Secured Notes. The Company, Wynn Las Vegas Capital Corp., a Nevada corporation (together with the Company, the “Issuers”), U.S. Bank National Association, in its capacity as indenture trustee, and certain other signatories thereto have entered into that certain Indenture (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Senior Secured Notes Indenture”), dated as of the date hereof, pertaining to the 7 7/8% First Mortgage Notes due 2017 issued by the Issuers in the aggregate principal amount of $500,000,000 (together with any other notes issued from time to time under the Senior Secured Notes Indenture, the “Senior Secured Notes”), which Senior Secured Notes Indenture constitutes a “Permitted Additional Senior Secured Debt Agreement” under the Intercreditor Agreement.

C. Amendment. The undersigned desire to amend the Disbursement Agreement in connection with the issuance of the Senior Secured Notes.


These excerpts taken from the WYNN 10-K filed Mar 2, 2009.

RECITALS

WHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of October 27, 2006 (the “Agreement”); and

WHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Agreement as more fully set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Amendment, the parties hereto agree as follows:

1. Termination of Affiliate Positions. Concurrent with Employee’s resignation from Employer or upon expiration or termination of the Agreement, Employee agrees to resign, and shall be deemed to have resigned, all other positions and Board of Director memberships that Employee may have held immediately prior to Employee’s resignation from Employer or expiration or termination of the Agreement.

2 Definition of Separation Payment. Section 1(j) of the Agreement is hereby deleted and replaced in its entirety as follows:

Separation Payment—means a lump sum equal to (A) Employee’s Base Salary (as defined in Subparagraph 7(a) of this Agreement) for the remainder of the Term, but not less than one (1) year of Base Salary, plus (B) the bonus that was paid to Employee under Subparagraph 7(b) for the preceding bonus period, projected over the remainder of the Term (but not less than the preceding bonus that was paid), plus (C) any accrued but unpaid vacation pay, plus (D) any Gross-Up Payment required by Exhibit 1 to this Agreement, which is incorporated herein by reference.

3. Section 409A Provision. Notwithstanding any provision of the Agreement to the contrary, if, at the time of Employee’s termination of employment with the Employer, he or she is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits received or to be received by Employee pursuant to the Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under the Agreement until the earlier of: (a) the date that is six (6) months


following Employee’s termination of employment with the Employer or (b) the Employee’s death. The provisions of this Section shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Employer may reform such provision to maintain the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

4. Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified only as stated herein, and agree that nothing else in the Agreement shall be affected by this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

 

WORLDWIDE WYNN , LLC     EMPLOYEE
By:   /s/ Marc D. Schorr       /s/ Linda C. Chen
 

Marc D. Schorr

President

      Linda C. Chen

RECITALS

WHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of March 4, 2008 (the “Agreement”); and

WHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Agreement as more fully set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Amendment, the parties hereto agree as follows:

1. Termination of Affiliate Positions. Concurrent with Employee’s resignation from Employer or upon expiration or termination of the Agreement, Employee agrees to resign, and shall be deemed to have resigned, all other positions and Board of Director memberships that Employee may have held immediately prior to Employee’s resignation from Employer or expiration or termination of the Agreement.

2. Section 409A Provision. Notwithstanding any provision of the Agreement to the contrary, if, at the time of Employee’s termination of employment with the Employer, he or she is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits received or to be received by Employee pursuant to the Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under the Agreement until the earlier of: (a) the date that is six (6) months following Employee’s termination of employment with the Employer or (b) the Employee’s death. The provisions of this Section shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Employer may reform such provision to maintain the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

2. Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified only as stated herein, and agree that nothing else in the Agreement shall be affected by this Amendment.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

 

WYNN RESORTS, LIMITED     EMPLOYEE
By:   /s/ Stephen A. Wynn       /s/ Marc D. Schorr
 

Stephen A. Wynn

Chief Executive Officer

      Marc D. Schorr

RECITALS

WHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of October 1, 2005, as amended by that certain First Amendment to Employment Agreement dated as of May 5, 2008 (collectively, the “Agreement”); and

WHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Agreement as more fully set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Amendment, the parties hereto agree as follows:

1. Termination of Affiliate Positions. Concurrent with Employee’s resignation from Employer or upon expiration or termination of the Agreement, Employee agrees to resign, and shall be deemed to have resigned, all other positions and Board of Director memberships that Employee may have held immediately prior to Employee’s resignation from Employer or expiration or termination of the Agreement.

2. Section 409A Provision. Notwithstanding any provision of the Agreement to the contrary, if, at the time of Employee’s termination of employment with the Employer, he or she is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits received or to be received by Employee pursuant to the Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under the Agreement until the earlier of: (a) the date that is six (6) months following Employee’s termination of employment with the Employer or (b) the Employee’s death. The provisions of this Section shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Employer may reform such provision to maintain the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.


2. Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified only as stated herein, and agree that nothing else in the Agreement shall be affected by this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

 

WYNN RESORTS, LIMITED     EMPLOYEE
By:   /s/ Marc D. Schorr       /s/ Matt Maddox
 

Marc D. Schorr

Chief Operating Officer

      Matt Maddox

RECITALS

WHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of August 31, 2005, as amended by that certain First Amendment to Employment Agreement dated as of March 26, 2008, effective March 18, 2008 (collectively, the “Agreement”); and

WHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Agreement as more fully set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Amendment, the parties hereto agree as follows:

1. Termination of Affiliate Positions. Concurrent with Employee’s resignation from Employer or upon expiration or termination of the Agreement, Employee agrees to resign, and shall be deemed to have resigned, all other positions and Board of Director memberships that Employee may have held immediately prior to Employee’s resignation from Employer or expiration or termination of the Agreement.

2. Section 409A Provision. Notwithstanding any provision of the Agreement to the contrary, if, at the time of Employee’s termination of employment with the Employer, he or she is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits received or to be received by Employee pursuant to the Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under the Agreement until the earlier of: (a) the date that is six (6) months following Employee’s termination of employment with the Employer or (b) the Employee’s death. The provisions of this Section shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Employer may reform such provision to maintain the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.


2. Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified only as stated herein, and agree that nothing else in the Agreement shall be affected by this Second Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of the date first written above.

 

WYNN RESORTS, LIMITED     EMPLOYEE
By:   /s/ Marc D. Schorr       /s/ John Strzemp
 

Marc D. Schorr

Chief Operating Officer

      John Strzemp

RECITALS

WHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of October 4, 2002, as amended by that certain First Amendment to Employment Agreement dated as of August 6, 2004, and as further amended by that certain Second Amendment to Employment Agreement dated as of January 31, 2007, and as further amended by that certain Third Amendment to Employment Agreement dated as of September 11, 2008 (collectively, the “Agreement”); and

WHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Agreement as more fully set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Amendment, the parties hereto agree as follows:

1. Termination of Affiliate Positions. Concurrent with Employee’s resignation from Employer or upon expiration or termination of the Agreement, Employee agrees to resign, and shall be deemed to have resigned, all other positions and Board of Director memberships that Employee may have held immediately prior to Employee’s resignation from Employer or expiration or termination of the Agreement.

2. Section 409A Provision. Notwithstanding any provision of the Agreement to the contrary, if, at the time of Employee’s termination of employment with the Employer, he or she is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the payments or benefits received or to be received by Employee pursuant to the Agreement would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under the Agreement until the earlier of: (a) the date that is six (6) months following Employee’s termination of employment with the Employer or (b) the Employee’s death. The provisions of this Section shall only apply to the extent required to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the Agreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Employer may reform such provision to maintain the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.


2. Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified only as stated herein, and agree that nothing else in the Agreement shall be affected by this Fourth Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed as of the date first written above.

 

WYNN RESORTS, LIMITED     EMPLOYEE
By:   /s/ Marc D. Schorr       /s/ Stephen A. Wynn
 

Marc D. Schorr

Chief Operating Officer

      Stephen A. Wynn
This excerpt taken from the WYNN 8-K filed Nov 13, 2007.

Recitals

A. Disbursement Agreement. The undersigned are parties to that certain Amended and Restated Master Disbursement Agreement, dated as of October 25, 2007 (as amended by that certain First Amendment to Amended and Restated Master Disbursement Agreement, dated as of October 31, 2007, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Disbursement Agreement”), among the Company, the Bank Agent and the Disbursement Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given in the Disbursement Agreement.

B. Amendment. The undersigned desire to amend the Disbursement Agreement to reflect certain agreements of the parties hereto, all as more particularly set forth herein.

This excerpt taken from the WYNN 8-K filed Nov 1, 2007.

Recitals

A. Disbursement Agreement. The undersigned are parties to that certain Amended and Restated Master Disbursement Agreement, dated as of October 25, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Disbursement Agreement”), among the Company, the Bank Agent and the Disbursement Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given in the Disbursement Agreement.

B. Amendment. The undersigned desire to amend the Disbursement Agreement to reflect certain agreements of the parties hereto, all as more particularly set forth herein.

This excerpt taken from the WYNN 8-K filed Oct 31, 2007.

RECITALS

A. The Projects. The Company owns and operates the Phase I Project and is in the process of developing and constructing, and proposes to operate, the Phase II Project.

B. Bank Credit Agreement. The Company, the Bank Agent, the Bank Lenders and each of the other banks and financial institutions from time to time party thereto as agents, arrangers and managers have entered into the Bank Credit Agreement pursuant to which the Bank Lenders have agreed, subject to the terms thereof and hereof, to provide certain revolving loans to the Company in an aggregate principal amount not to exceed $900,000,000 and certain term loans to the Company in an aggregate principal amount not to exceed $225,000,000, as more particularly described therein.

C. 2014 Notes Proceeds. The Bank Credit Agreement provides that once the 2014 Notes Proceeds have been depleted, the Company may request the Bank Agent and the Disbursement Agent to amend and restate the Original Disbursement Agreement in a form agreed upon by such parties and attached to the Bank Credit Agreement as Exhibit K. The 2014 Notes Proceeds have been depleted and the Bank Agent and the Disbursement Agent have agreed, at the request of the Company, to amend and restate the Original Disbursement Agreement by entering into this Agreement.

D. Purpose. The parties are entering into this Agreement in order to set forth certain obligations of the Company with respect to the construction of the Phase II Project.

These excerpts taken from the WYNN 10-Q filed Aug 9, 2007.

Recitals

A. Disbursement Agreement. The undersigned are parties to that certain Master Disbursement Agreement, dated as of December 14, 2004 (as amended by that certain First Amendment to Master Disbursement Agreement, dated as of April 26, 2005, that certain Second Amendment to Master Disbursement Agreement, dated as of June 29, 2005, that certain Third Amendment to Master Disbursement Agreement, dated as of March 15, 2006, that certain Fourth Amendment to Master Disbursement Agreement, dated as of August 15, 2006, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Disbursement Agreement”), among the Company, the Bank Agent, U.S. Bank National Association, as the indenture trustee (the “Indenture Trustee”), and the Disbursement Agent. The defined terms used herein and not otherwise defined herein shall have the meanings given in the Disbursement Agreement.

B. Right to Amend Disbursement Agreement Without Consent of Indenture Trustee. The Bank Agent, the Disbursement Agent and the Company have the right to amend the Disbursement Agreement as set forth therein without the Indenture Trustee’s consent.

C. Amendment. The undersigned desire to amend the Disbursement Agreement to reflect certain agreements of the parties hereto, all as more particularly set forth herein.

RECITALS:

 

(A) The Company proposes to further expand the Projects.

 

(B) The Secured Parties have agreed to amend certain Senior Finance Documents and enter into additional Senior Finance Documents and the Lenders have agreed to increase the total size of the Facilities originally provided thereunder in connection with the Diamond Expansion and for the general corporate purposes of the Group (including investment in Excluded Subsidiaries, Excluded Projects or Resort Management Agreements).

 

(C) It has been agreed to amend the Project Facility Agreement and the Additional Lender Facility Agreement as set out below.

IT IS AGREED as follows:

 

1. DEFINITIONS AND INTERPRETATION

 

1.1 Incorporation of defined terms

 

  (a) Unless a contrary indication appears, a term defined in or by reference in the Schedule has the same meaning in this Agreement.

 

  (b) The principles of construction and rules of interpretation referred to set out or referred to in the Schedule shall have effect as if set out in this Agreement.

 

1.2 Clauses

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

 

2. AMENDMENT

With effect from the Effective Date, the Project Facility Agreement and the Additional Lender Facility Agreement shall be amended so that they are read and construed for all purposes as one agreement as set out in the Schedule (Amended Project Facility Agreement) and the Additional Lender Facility Agreement shall, for all purposes, be replaced as a separate agreement accordingly.

 

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3. CONTINUITY AND FURTHER ASSURANCE

 

3.1 Continuing obligations

The provisions of the Project Facility Agreement and the Additional Lender Facility Agreement shall, save as amended by this Agreement, continue in full force and effect.

 

3.2 Further assurance

The Company shall, upon the written request of the Project Facility Agent and at its own expense, do all such acts and things reasonably necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

 

4. MISCELLANEOUS

 

4.1 Incorporation of terms

The provisions of clause 1.3 (Third Party Rights), clause 1.4 (Non-recourse Liability) and clause 18 (Jurisdiction) of the Schedule shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to this Agreement are references to this Agreement and cross-references to specified clauses thereof are references to the equivalent clauses set out or incorporated herein.

 

4.2 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

 

5. GOVERNING LAW

This Agreement is governed by English law.

RECITALS:

 

(A) The Company proposes to further expand the Projects.

 

(B) The Secured Parties have agreed to amend certain Senior Finance Documents and enter into additional Senior Finance Documents and the Lenders have agreed to increase the total size of the Facilities originally provided thereunder in connection with the Diamond Expansion and for the general corporate purposes of the Group (including investment in Excluded Subsidiaries, Excluded Projects or Resort Management Agreements).

 

(C) It has been agreed to amend the Hotel Facility Agreement as set out below.

IT IS AGREED as follows:

 

1. DEFINITIONS AND INTERPRETATION

 

1.1 Incorporation of defined terms

 

  1.1.1 Unless a contrary indication appears, a term defined in or by reference in the Schedule has the same meaning in this Agreement.

 

  1.1.2 The principles of construction and rules of interpretation referred to set out or referred to in the Schedule shall have effect as if set out in this Agreement.

 

1.2 Clauses

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

 

2. AMENDMENT

With effect from the Effective Date, the Hotel Facility Agreement shall be amended so that it shall be read and construed for all purposes as set out in the Schedule (Amended Hotel Facility Agreement).

 

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3. CONTINUITY AND FURTHER ASSURANCE

 

3.1 Continuing obligations

The provisions of the Hotel Facility Agreement shall, save as amended by this Agreement, continue in full force and effect.

 

3.2 Further assurance

The Company shall, upon the written request of the Hotel Facility Agent and at its own expense, do all such acts and things reasonably necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

 

4. MISCELLANEOUS

 

4.1 Incorporation of terms

The provisions of clause 1.3 (Third Party Rights), clause 1.4 (Non-recourse Liability) and clause 18 (Jurisdiction) of the Schedule shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “Agreement” are references to this Agreement and cross-references to specified clauses thereof are references to the equivalent clauses set out or incorporated herein.

 

4.2 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

 

5. GOVERNING LAW

This Agreement is governed by English law.

This excerpt taken from the WYNN 10-K filed Mar 1, 2007.

RECITALS

A. Employer and Employee have entered into that certain Employment Agreement, dated as of October 4, 2002, as amended by that certain First Amendment to Employment Agreement dated August 6, 2004 (collectively, the “Agreement”); and

B. Employer and Employee desire to amend the Agreement to increase Employee’s Base Salary as provided herein.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. Base Salary. Subsection 8(a) of the Agreement is hereby amended provide that, effective February 1, 2007, Employee’s Base Salary shall not be less than $3,250,000 per annum.

This excerpt taken from the WYNN 10-Q filed Nov 9, 2006.

Recitals

 

A. Disbursement Agreement. The undersigned are parties to that certain Master Disbursement Agreement, dated as of December 14, 2004 (as amended by that certain First Amendment to Master Disbursement Agreement, dated as of April 26, 2005, as amended by that certain Second Amendment to Master Disbursement Agreement, dated as of June 29, 2005, as amended by that certain Third Amendment to Master Disbursement Agreement, dated as of March 15, 2006, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Disbursement Agreement”), among the Company, the Bank Agent, U.S. Bank National Association, as the indenture trustee (the “Indenture Trustee”), and the Disbursement Agent. The defined terms used herein and not otherwise defined herein shall have the meanings given in the Disbursement Agreement.

 

B. Right to Amend Disbursement Agreement Without Consent of Indenture Trustee. The Bank Agent, the Disbursement Agent and the Company have the right to amend the Disbursement Agreement as set forth herein without the Indenture Trustee’s consent.

 

C. Amendment. The undersigned desire to amend the Disbursement Agreement to reflect certain agreements of the parties hereto, all as more particularly set forth herein.

 

This excerpt taken from the WYNN 10-Q filed May 10, 2006.

RECITALS

A. Phase I Project. The Company has constructed and now owns and operates Wynn Las Vegas, an approximately 2,700-room hotel, casino, golf course and entertainment complex with related ancillary facilities, located on the site of the former Desert Inn Resort & Casino (the “Phase I Project”).

B. Phase II Project. The Company intends to develop, construct, own and operate an expansion of the Phase I Project, consisting of a 2,054-suite hotel tower, additional casino space and additional restaurants, a spa, swimming pools, and retail and convention space with related ancillary facilities, located on approximately 20 acres of land adjacent to the Phase I Project, tentatively named “Encore at Wynn Las Vegas” (the “Phase II Project” and, collectively with the Phase I Project, the “Projects”).

C. 2014 Notes Indenture. The Company, Wynn Las Vegas Capital Corp., a Nevada corporation (“Capital Corp.”), certain guarantors party thereto and the 2014 Notes Indenture Trustee have entered into the First Mortgage Notes Indenture (as amended, amended and restated, supplemented or otherwise modified from time to time, including any permitted refinancings thereof, the “2014 Notes Indenture”), pursuant to which the Company and Capital Corp. have issued the 2014 Notes and may issue Additional Notes, as more particularly described therein.

D. Bank Credit Facility. The Company, the Bank Agent, the Bank Lenders and the other parties thereto have entered into the Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, including any permitted refinancings thereof, the “Bank Credit Agreement”), pursuant to which the Bank Lenders have agreed, subject to the terms thereof, to provide


the Bank Credit Facility to the Company to finance a portion of the costs related to the Projects and for working capital and general corporate purposes, as more particularly described therein.

E. Disbursement Agreement. The Company, the Bank Agent, the 2014 Notes Indenture Trustee and the Disbursement Agent have entered into the Disbursement Agreement in order to set forth, among other things, (a) the mechanics for and allocation of the Company’s request for advances under the various Facilities and from the Company’s Funds Account and (b) the conditions precedent to the Closing Date, to the initial advance and to subsequent advances. This Commitment is being entered into to document WRL’s commitment to contribute funds to the Company as contemplated in the definition of the term “Available Funds” under the Disbursement Agreement.

F. Benefit to WRL. The Company is a wholly owned subsidiary of WRL and acknowledges that it will benefit, directly and indirectly by the increase in the Available Funds that will occur under the Disbursement Agreement by reason of this Commitment.

These excerpts taken from the WYNN 10-K filed Mar 16, 2006.

RECITALS

A. Wynn Macau is a wholly owned indirect subsidiary of WRL.

B. Wynn Macau is the concessionaire under that certain Concession Contract for the Operation of Games of Chance or Other Games in Casinos in the Macau Special Administrative Region dated June 24, 2002 (as amended from time to time) for the operation of Games of Fortune or Chance or other Casino Games in register no. 337 and 338 of the Notarial Division of the Macau Director of Finance Department, a copy of which is attached hereto (the “Concession Agreement”). The Concession Agreement was granted by the Macau Special Administrative Region (together with all applicable governmental agencies and authorities having jurisdiction over any transactions contemplated by this Agreement or the Subconcession (as defined herein), the “Macau Government”).

C. Pursuant to Article 75 of the Concession Agreement and subject to Macau Government authorization and approval, Wynn Macau is permitted to grant to third parties subconcessions which, with respect to this Agreement, shall be a binding agreement entered into by Wynn Macau (as concessionaire under the Concession Agreement), a limited liability company to be incorporated in Macau by and wholly owned by PBL (“PBL Macau”) and the Macau Government comprising a set of instruments from which PBL Macau will derive certain rights and take on certain duties and obligations, pursuant to which PBL Macau shall be entitled to operate casinos, Games of Fortune or Chance and other Casino Games in the Macau SAR as an autonomous subconcessionaire (collectively, a “Subconcession”).

D. This Agreement sets out the agreement of WRL to cause Wynn Macau to grant or to take all action necessary in accordance with the terms of this Agreement to cause the Macau Government to grant a Subconcession to PBL Macau, and for PBL or PBL Macau to pay or procure the payment to Wynn Macau of the Purchase Price (as defined below) and to cause PBL Macau to take the grant of the Subconcession, on the further terms and subject to conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereto, intending to be legally bound hereby, agree that the foregoing recitals are true and correct and as follows:

RECITALS

A. The Projects. The Company is in the process of developing and constructing and proposes to operate the Phase I Project and, at the Company’s option and subject to certain conditions, may develop, construct and operate the Phase II Project. Prior to the date hereof, the Company has entered into certain Contracts in respect of the Phase I Project and has incurred and paid for certain Project Costs.

B. Bank Credit Agreement. Concurrently herewith, the Company, the Bank Agent, Deutsche Bank Securities Inc., as lead arranger and joint book-running manager, Bank of America, N.A., as syndication agent, Banc of America Securities LLC, as lead arranger and joint book-running manager, Bear Stearns Corporate Lending, Inc., as joint documentation agent, Bear, Stearns & Co. Inc., as arranger and joint book-running manager, JPMorgan Chase Bank, N.A., as joint documentation agent, J.P. Morgan Securities Inc., as arranger and joint book-running manager, Societe Generale, as joint documentation agent, SG Americas Securities, LLC, as arranger and joint book-running manager, and the Bank Lenders have entered into the Bank Credit Agreement pursuant to which the Bank Lenders have agreed, subject to the terms thereof and hereof, to provide certain revolving loans to the Company in an aggregate principal amount not to exceed $600,000,000 and certain term loans to the Company in an aggregate principal amount not to exceed $400,000,000, as more particularly described therein.

C. 2014 Notes Indenture. Concurrently herewith, the Company, Wynn Las Vegas Capital Corp. (“Capital Corp.”), certain guarantors signatory thereto and the 2014 Notes Indenture Trustee have entered into the 2014 Notes Indenture pursuant to which the Company and Capital Corp. will issue the 2014 Notes, as more particularly described therein. The Bank Lenders and the 2014 Noteholders will share first priority Liens on the Project Security (subject to certain exceptions).

D. Purpose. The parties are entering into this Agreement in order to set forth, among other things, (a) the mechanics for and allocation of the Company’s requests for Advances under the various Facilities and from the Company’s Funds Account, and (b) the conditions precedent to the Closing Date, to the initial Advance and to subsequent Advances.

 

1


This excerpt taken from the WYNN 8-K filed Feb 9, 2006.

RECITALS

WHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of August 31, 2005 (the “

These excerpts taken from the WYNN 10-Q filed Nov 8, 2005.

RECITALS:

 

(A) The Company proposes to expand the Original Project.

 

(B) The Secured Parties have agreed to amend certain Finance Documents and enter into additional Finance Documents and the Lenders have agreed to increase the size of certain of the Facilities originally provided thereunder in connection with the Expansion.

 

(C) It has been agreed to amend the Hotel Facility Agreement as set out below.

 

IT IS AGREED as follows:

 

1. DEFINITIONS AND INTERPRETATION

 

1.1 Incorporation of defined terms

 

1.1.1  Unless a contrary indication appears, a term defined in or by reference in the Schedule has the same meaning in this Agreement.

 

1.1.2  The principles of construction and rules of interpretation referred to set out or referred to in the Schedule shall have effect as if set out in this Agreement.

 

1.2 Clauses

 

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

 

2. AMENDMENT

 

The Hotel Facility Agreement shall be amended so that it shall be read and construed for all purposes as set out in the Schedule (Amended Hotel Facility Agreement).

 

3. CONTINUITY AND FURTHER ASSURANCE

 

3.1 Continuing obligations

 

The provisions of the Hotel Facility Agreement shall, save as amended by this Agreement, continue in full force and effect.

 

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3.2 Further assurance

 

The Company shall, upon the written request of the Hotel Facility Agent and at its own expense, do all such acts and things reasonably necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

 

4. MISCELLANEOUS

 

4.1 Incorporation of terms

 

The provisions of clause 1.3 (Third Party Rights), clause 1.4 (Non-recourse Liability) and clause 18 (Jurisdiction) of the Schedule shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “Agreement” are references to this Agreement and cross-references to specified clauses thereof are references to the equivalent clauses set out or incorporated herein.

 

4.2 Counterparts

 

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

 

5. GOVERNING LAW

 

This Agreement is governed by English law.

 

RECITALS:

 

(A) The Company proposes to expand the Original Project.

 

(B) The Secured Parties have agreed to amend certain Finance Documents and enter into additional Finance Documents and the Lenders have agreed to increase the size of certain of the Facilities originally provided thereunder in connection with the Expansion.

 

(C) It has been agreed to amend the Revolving Credit Facility Agreement as set out below.

 

IT IS AGREED as follows:

 

1. DEFINITIONS AND INTERPRETATION

 

1.1 Incorporation of defined terms

 

  (a) Unless a contrary indication appears, a term defined in or by reference in the Schedule has the same meaning in this Agreement.

 

  (b) The principles of construction and rules of interpretation set out or referred to in the Schedule shall have effect as if set out in this Agreement.

 

1.2 Clauses

 

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

 

2. AMENDMENT

 

The Revolving Credit Facility Agreement shall be amended so that it shall be read and construed for all purposes as set out in the Schedule (Amended Revolving Credit Facility Agreement).

 

3. CONTINUITY AND FURTHER ASSURANCE

 

3.1 Continuing obligations

 

The provisions of the Revolving Credit Facility Agreement shall, save as amended by this Agreement, continue in full force and effect.

 

- 1 -


3.2 Further assurance

 

The Company shall, upon the written request of any Revolving Credit Facility Lender and at its own expense, do all such acts and things reasonably necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

 

4. MISCELLANEOUS

 

4.1 Incorporation of terms

 

The provisions of clause 1.3 (Third Party Rights), clause 1.4 (Non-recourse Liability) and clause 17 (Jurisdiction) of the Schedule shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “Agreement” are references to this Agreement and cross-references to specified clauses thereof are references to the equivalent clauses set out or incorporated herein.

 

4.2 Counterparts

 

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

 

5. GOVERNING LAW

 

This Agreement is governed by English law.

 

RECITALS:

 

(A) The Company proposes to expand the Original Project.

 

(B) The Secured Parties have agreed to amend certain Finance Documents and enter into additional Finance Documents and the Lenders have agreed to increase the size of certain of the Facilities originally provided thereunder in connection with the Expansion.

 

(C) It has been agreed to amend the Project Facility Agreement as set out below.

 

IT IS AGREED as follows:

 

1. DEFINITIONS AND INTERPRETATION

 

1.1 Incorporation of defined terms

 

  (a) Unless a contrary indication appears, a term defined in or by reference in the Schedule has the same meaning in this Agreement.

 

  (b) The principles of construction and rules of interpretation referred to set out or referred to in the Schedule shall have effect as if set out in this Agreement.

 

1.2 Clauses

 

In this Agreement any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Agreement.

 

2. AMENDMENT

 

The Project Facility Agreement shall be amended so that it shall be read and construed for all purposes as set out in the Schedule (Amended Project Facility Agreement).

 

3. CONTINUITY AND FURTHER ASSURANCE

 

3.1 Continuing obligations

 

The provisions of the Project Facility Agreement shall, save as amended by this Agreement, continue in full force and effect.

 

- 1 -


3.2 Further assurance

 

The Company shall, upon the written request of the Project Facility Agent and at its own expense, do all such acts and things reasonably necessary to give effect to the amendments effected or to be effected pursuant to this Agreement.

 

4. MISCELLANEOUS

 

4.1 Incorporation of terms

 

The provisions of clause 1.3 (Third Party Rights), clause 1.4 (Non-recourse Liability) and clause 18 (Jurisdiction) of the Schedule shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to this Agreement are references to this Agreement and cross-references to specified clauses thereof are references to the equivalent clauses set out or incorporated herein.

 

4.2 Counterparts

 

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

 

5. GOVERNING LAW

 

This Agreement is governed by English law.

 

RECITALS:

 

(A) The Company proposes to expand the Original Project.

 

(B) The Secured Parties have agreed to amend certain Finance Documents and enter into additional Finance Documents and the Original First Ranking Lenders have agreed to increase the size of certain of the Facilities originally provided thereunder in connection with the Expansion.

 

(C) It has been agreed to amend the Wynn Resorts Support Agreement as set out below.

 

IT IS AGREED as follows:

 

1. DEFINITION AND INTERPRETATION

 

1.1 Incorporation of defined terms

 

  (a) Unless a contrary indication appears, a term defined in or by reference in the Schedule has the same meaning in this Deed.

 

  (b) The principles of construction and rules of interpretation set out or referred to in the Schedule shall have effect as if set out in this Deed.

 

1.2 Clauses

 

In this Deed any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Deed.

 

2. AMENDMENT

 

The Wynn Resorts Support Agreement shall be amended so that it shall be read and construed for all purposes as set out in the Schedule (Amended Wynn Resorts Support Agreement).

 

3. REPRESENTATIONS

 

The representations and warranties referred to in Clause 8 (Representations and Warranties) of the Schedule and expressed to be made on the Expansion Signing Date are deemed to be made by Wynn Resorts (by reference to the facts and circumstances then existing) on the date of this Deed and as if any reference therein to “Wynn Resorts Support Agreement” or “Security Documents” included, to the extent relevant, this Deed and the Wynn Resorts Support Agreement as expressed to be amended thereby.

 

- 1 -


4. CONTINUITY AND FURTHER ASSURANCE

 

4.1 Continuing obligations

 

The provisions of the Wynn Resorts Support Agreement shall, save as amended by this Deed, continue in full force and effect.

 

4.2 Further assurance

 

Each party shall, upon the written request of the Security Agent and at its own expense, do all such acts and things reasonably necessary to give effect to the amendments effected or to be effected pursuant to this Deed.

 

5. MISCELLANEOUS

 

5.1 Incorporation of terms

 

The provisions of clause 1.3 (Third Party Rights), clause 1.4 (Non-recourse Liability), clause 13.2 (Other Expenses), clause 16 (Notices), clause 17 (Partial Invalidity), clause 18 (Remedies and Waivers), clause 20 (Language), clause 22 (Jurisdiction) and clause 23 (Exercise of Rights) of the Schedule shall be incorporated into this Deed as if set out in full herein and as if references in those clauses to “Agreement” are references to this Deed and cross-references to specified clauses thereof are references to the equivalent clauses set out or incorporated herein.

 

5.2 Counterparts

 

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

 

6. GOVERNING LAW

 

This Agreement is governed by English law.

 

RECITALS:

 

(A) The Company proposes to expand the Original Project.

 

(B) The Secured Parties have agreed to amend certain Finance Documents and enter into additional Finance Documents (the Finance Documents, as so amended and together with such additional Finance Documents, including this Deed and the other Finance Documents specified in clause 1.3 (Designation) of the Common Terms Agreement Amendment Agreement dated on or about the date hereof between the Company and the Senior Secured Creditors referred to therein, the “Amended Finance Documents”) and the Original First Ranking Lenders have agreed to increase the size of certain of the Facilities originally provided thereunder in connection with the Expansion.

 

(C) It has been agreed to amend the Deed of Appointment and Priority and to acknowledge its continued full force and effect in respect of the Amended Finance Documents and the Secured Obligations thereunder as set out below.

 

IT IS AGREED as follows:

 

1. DEFINITIONS AND INTERPRETATION

 

1.1 Incorporation of defined terms

 

  (a) Unless a contrary indication appears, a term defined in or by reference in the Schedule has the same meaning in this Deed.

 

- 1 -


  (b) The principles of construction and rules of interpretation set out or referred to in the Schedule shall have effect as if set out in this Deed.

 

1.2 Clauses

 

In this Deed any reference to a “Clause” or a “Schedule” is, unless the context otherwise requires, a reference to a Clause or a Schedule to this Deed.

 

2. AMENDMENT

 

The Deed of Appointment and Priority shall be amended so that it shall be read and construed for all purposes as set out in the Schedule (Amended Deed of Appointment and Priority).

 

3. REPRESENTATIONS

 

The representations and warranties (and acknowledgments in respect thereof) set out in clause 8 of the Schedule and expressed to be made by any of the Second Ranking Finance Party, the Third Ranking Finance Party or the Assignor are deemed to be made by it (by reference to the facts and circumstances then existing) on the date of this Deed and as if any reference therein to “DAP Finance Documents” or “Deed” included, to the extent relevant, this Deed and the Deed of Appointment and Priority as expressed to be amended thereby.

 

4. CONTINUITY AND FURTHER ASSURANCE

 

4.1 Continuing obligations

 

The provisions of the Deed of Appointment and Priority shall, save as amended by this Deed, continue in full force and effect, including in respect of the Amended Finance Documents and the Secured Obligations and Liabilities thereunder. Each of the Second Ranking Finance Party, the Third Ranking Finance Party and the Assignor acknowledges and agrees that:

 

  (a) the Deed of Appointment and Priority secures (and was intended as and from the date thereof to secure) the priority and the payment and discharge of the First Ranking Liabilities, the Second Ranking Liabilities and the First and Second Ranking Secured Obligations under the Finance Documents as amended, consolidated, supplemented, novated or replaced from time to time, including the Amended Finance Documents and, on the terms set out therein, in favour of the First Ranking Finance Parties, the Second Ranking Finance Party and the TRL Secured Parties comprised in the Secured Parties thereunder;

 

  (b) save as amended by this Deed, the Deed of Appointment and Priority continues to have full force and effect in accordance with its terms in respect of the Amended Finance Documents and to secure the priority and the payment and discharge of the First Ranking Liabilities, the Second Ranking Liabilities and the First and Second Ranking Secured Obligations thereunder in favour of such Secured Parties; and

 

  (c)

without prejudice to the foregoing, to the extent (if any) to which, notwithstanding such acknowledgement and agreement, the Security expressed

 

- 2 -


 

to be granted by the Assignor under or pursuant to the Deed of Appointment and Priority does not have or continue to have such force or effect, the Assignor hereby grants in favour of the Security Agent Security for the payment and discharge of the First and Second Ranking Secured Obligations under the Amended Finance Documents over the Project Security described in the Deed of Appointment and Priority on the terms and conditions set out in the Schedule (all of which shall apply as between the Security Agent, the Assignor and the other parties hereto as if repeated and set out in full herein and as if dated as of the date hereof and as if any reference therein to “Deed” or “Schedule” included a reference to this Deed and “Clause” a reference to a clause of the Deed of Appointment and Priority).

 

4.2 Further assurance

 

Each party shall, upon the written request of the Security Agent and at its own expense, do all such acts and things reasonably necessary to give effect to the amendments effected or to be effected pursuant to this Deed and the acknowledgements, agreements and, where relevant, grant of Security contemplated herein.

 

5. MISCELLANEOUS

 

4.3 Incorporation of terms

 

The provisions of clause 1.3 (Third Party Rights), clause 1.4 (Non-recourse Liability), clause 16.21 (Perpetuity Period), clause 19.2 (Transaction and Enforcement Expenses), clause 19.4 (Stamp Taxes), clause 22 (Notices), clause 23.1 (Partial Invalidity), clause 23.2 (Remedies and Waivers) and clause 27 (Enforcement) of the Schedule shall be incorporated into this Deed as if set out in full herein and as if references in those clauses to “Deed” are references to this Deed and cross-references to specified clauses thereof are references to the equivalent clauses set out or incorporated herein.

 

5.1 Counterparts

 

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

 

6. GOVERNING LAW

 

This Deed is governed by English law.

 

RECITALS

 

A. Owner has been granted a concession to operate a casino and resort complex in Macau pursuant to a certain Concession Contract for the Operation of Games of Chance or Other Games in Casinos in the Macau Special Administrative Region dated June 24, 2002, between the Macau Special Administrative Region (the “Macau SAR”) and Owner (the “Gaming Concession Agreement”).

 

B. Owner has been granted a leasehold interest in the real property described in Exhibit A hereto (the “Site”) pursuant to a certain Land Concession Contract dated June 4, 2004, between the Macau SAR and Owner (the “Land Concession Agreement”).

 

C. Owner desires to construct on the Site a “five-star”, first-class, Las Vegas-style luxury resort and casino, including high-rise hotel space and low rise space comprised of casino and gaming areas, restaurants, retail, spa, convention and meeting areas, together

 

1


with all exterior features, and all on-Site and off-Site improvements and infrastructure related thereto, all in accordance with the Contract Documents (as defined below).

 

D. The Contractor has commenced the design and construction of a high-rise hotel and low rise space comprised of casino and gaming areas and restaurants, retail, spa, convention and meeting areas, (as more fully described in this Agreement, the “Original Project”) in accordance with the Original Agreement (as defined below). Owner desires to engage Contractor to design and construct a new front feature, a theatre, additional casino and gaming areas and additional retail and restaurant areas (as more fully described in this Agreement, the “Expansion Project”; the Original Project and Expansion Project, together, the “Project”).

 

E. Owner and Contractor entered into that certain Design-Build Agreement for Guaranteed Maximum Price Architectural, Engineering and Construction Services (the “Original Agreement”), made as a Deed effective as of May 10, 2004, pursuant to which the Contractor commenced construction of the Original Project on or about June 28, 2004.

 

F. In order to document the Expansion Project, Owner and Contractor desire to amend and restate the Original Agreement to set forth the terms and conditions governing both the Original Project and the Expansion Contract.

 

G. Owner desires (i) to engage Contractor to design and construct the Expansion Project and (ii) for Contractor to continue its design and construction of the Original Project, as more fully described in this Agreement, and Contractor desires to accept such engagement with respect to the Expansion Project and continue its engagement and construction with respect to the Original Project, upon the terms and conditions contained in this Agreement.

 

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