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Exhibit 10.2    
  


APN
162-16-610-016, 162-16-610-007

and 162-16-610-006,

A portion of 162-16-511-009

162-16-510-007 through 018, inclusive,

162-16-510-021 through 022, inclusive,

162-16-510-024 through 025, inclusive,

162-16-510-028 through 031, inclusive,

162-16-610-028 through 030, inclusive,

162-16-610-021 through 022, inclusive,

162-16-610-017 through 019, inclusive,

162-16-610-008 through 015, inclusive, and

162-16-611-001 through 014, inclusive

162-16-511-002

162-16-511-003 


Recording
requested by and when recorded mail to:

Schreck Brignone

300 South Fourth Street, Suite 1200

Las Vegas, Nevada 89101

Attn: L.T. Jones, Esquire 


Mail
tax bills to:

Wynn Resorts Holdings, LLC

3145 Las Vegas Boulevard South,

Las Vegas, Nevada 89109

Attention: Legal Department 


AGREEMENT RE USE OF REAL PROPERTY  


        This Agreement re Use of Real Property ("Agreement") made as of this 21st day of October, 2002 by and between DESERT INN IMPROVEMENT
CO., a Nevada corporation ("DIIC"), WYNN RESORTS HOLDINGS, LLC a Nevada limited liability company ("Holdings") and  WYNN LAS VEGAS,
LLC("Wynn Las Vegas") (Holdings and Wynn Las Vegas shall be collectively referred to herein as "Wynn"), with reference to the following facts: 


RECITALS  


        Holdings is the owner of certain real property located in Clark County, Nevada, more particularly described in Exhibit "A" attached hereto ("Holdings' Property"). 


        Wynn
Las Vegas is the tenant, and Holdings is the landlord, under that certain Lease dated October 21, 2002 (the "Wynn Las Vegas Lease"), pursuant to which Wynn Las Vegas is
leasing the Holdings' Property from Holdings and is intending to develop the Holdings' Property into a golf course, all on the terms and conditions contained in the Wynn Las Vegas Lease. 


        DIIC
is the owner of certain real property located within and surrounded by Holdings' Property, which property is more particularly described on Exhibit "B" attached hereto, and all
rights of access to such property (collectively, the "DIIC Property"). 


        Wynn
has requested that DIIC enter into an agreement regarding the use of the DIIC Property and grant to Wynn a license with respect to the DIIC Property, as provided herein. 



        DIIC
desires to enter into the agreement regarding the use and licensing of the DIIC Property on the terms and conditions herein set forth. 





 


AGREEMENT  


        NOW, THEREFORE, for consideration each to the other paid and in consideration of the actions and agreements set forth in this Agreement, the receipt and
sufficiency of which are hereby acknowledged by each of the parties, the parties hereto act and agree as follows: 



        1.    Covenant Regarding Use of DIIC Property.    By these presents, DIIC does hereby covenant and agree to use the
DIIC Property for only the following purposes (such covenant and agreement being referred to herein as the "Use Covenant"): 




	a.
	Any
use that is consistent with the use made of the portion of Holding's Property that surrounds the DIIC Property;



	b.
	The
use being made of the DIIC Property on the date of this Agreement; or



	c.
	Any
other use to which the Public Utilities Commission of the State of Nevada (the "PUC") requires DIIC to put the DIIC Property, but only during such period of time as the PUC shall
impose such requirement. 





        2.    License.    DIIC hereby grants to Wynn a license (the "License")
to enter upon the DIIC Property and to permit its invitees and guests to enter upon the DIIC Property to use the DIIC Property in a manner consistent with the use made of the portion of Holding's
Property that surrounds the DIIC Property, including, without limitation, as a portion of a golf course operated on the Holdings' Property; provided,
however, that DIIC shall retain the right to use the DIIC Property in any manner required by the PUC during any period of time that the PUC imposes such requirement, and to use
the DIIC Property as necessary for the present or future performance of its duties to provide water service to the public. 


        3.    Use Covenant and License Running with the Land.    The Use Covenant and License shall run with the land, does
touch and concern the same, is intended to and does burden the DIIC Property and benefits the Holdings' Property. The Use Covenant and License and the covenants and agreements herein contained shall
inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, including, without limitation, all subsequent owners of either DIIC Property or the
Holdings' Property, and all persons claiming under them, including, without limitation, in the case of Holdings' Property, Wynn Las Vegas as tenant under the Wynn Las Vegas Lease. Each person or
entity hereafter at any time granted or conveyed an interest in or to any part or portion of either Holdings' Property or the DIIC Property shall be deemed to undertake performance and compliance with
all the terms, covenants and conditions of this Agreement and the Use Covenant and License imposed hereby on the DIIC Property, and such persons or entities shall in like manner receive the
benefits of the Use Covenant and License and the terms, covenants and conditions of this Agreement, to the same extent as if such persons or entities were original parties hereto. 



        4.    Term.    The Use Covenant and the License shall remain in effect until a termination is recorded, executed by
the parties or their successors-in-interest. Provided, however, that the Use Covenant and License may not be terminated prior to reconveyance of the deeds of trust encumbering
the Holdings' Property and recorded in the Official Records of Clark County, Nevada on or about the date hereof. 


        5.    No Dedication.    Nothing contained in this Agreement shall be deemed to be a gift or dedication of any portion
of the DIIC Land to the general public or for any public use or purpose whatsoever, it being the intention of the parties hereto and their successors and assigns that nothing in this Agreement,
expressed or implied, shall confer upon any person other than the parties hereto, and their successors and assigns, any rights or remedies under or by reason of this Agreement. 


        6.    Governing Law.    The laws of the State of Nevada applicable to contracts made in that State, without giving
effect to its conflict of law rules, shall govern the validity, construction, performance and 


2





 




effect of this Agreement. Venue in any action to enforce this Agreement shall lie in a state or federal court of competent jurisdiction in Clark County, Nevada. Each party consents to the
jurisdiction of such court. 


        7.    Attorneys' Fees.    Unless otherwise specifically provided for herein, each party hereto shall bear its own
attorneys' fees incurred in the negotiation and preparation of this Agreement and any related documents. In the event that any action or proceeding is instituted to interpret or enforce the terms and
provisions of this Agreement, however, the prevailing party shall be entitled to its costs and attorneys' fees, in addition to any other relief it may obtain or be entitled to. 


        8.    Entire Agreement.    This Agreement sets forth the entire understanding of the parties, and supersedes all
previous agreements, negotiations, memoranda, and understandings, whether written or oral, with respect to its subject matter. 



        9.    Authority to Execute/Record.    Each person executing this Agreement represents and warrants that it is duly
authorized to execute this Agreement by the party on whose behalf it is so executing. Any party may record this Agreement against DIIC Property and the Holdings' Property in the official public
records of Clark County, Nevada. 


        10.    Additional Documents.    Each party covenants and agrees to execute and deliver to the other such further
documents or instruments as may reasonably be required to fully effectuate the manifest intent of the parties and the transactions contemplated hereby. 



        11.    Modifications.    This Agreement shall not be modified, amended or changed in any manner unless in writing
executed by the parties hereto. 


        12.    Waivers.    No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver
of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the
party making the waiver. 


        13.    Severability.    If any term, provision, covenant or condition of this Agreement, or any application thereof,
should be held by an arbitrator or a court of competent jurisdiction to be invalid, void or unenforceable, that provision shall be deemed severable and all provisions, covenants, and conditions of
this Agreement, and all applications thereof not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby. 


        14.    Section Headings.    The section headings herein are inserted only for convenience of reference and shall in no
way define, limit or prescribe the scope or intent of any provisions of this Agreement. 


        15.    Exhibits.    Each exhibit referred to herein and attached hereto is an integral part of this Agreement and is
incorporated herein by this reference. 


        16.    Counterparts.    This Agreement may be executed in multiple counterparts, which together shall constitute one
and the same document. 


[Signatures
appear on following page.] 


3





 

IN
WITNESS WHEREOF, the undersigned have hereunto affixed their signatures on the day and year set forth above. 



	"DIIC"

DESERT INN IMPROVEMENT CO.,

a Nevada corporation	 	"HOLDINGS"

WYNN RESORTS HOLDINGS, LLC,

a Nevada limited liability company
	

By:	
 	

/s/  MARC H. RUBINSTEIN      
 Name: Marc H. Rubinstein

Title: Senior Vice President, General Counsel & Secretary	
 	

By:	
 	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member
	 	 	 	 	By:	 	/s/  MARC H. RUBINSTEIN      
 Name: Marc H. Rubinstein

Title: Senior Vice President, General Counsel & Secretary
	

 	
 	

By:	
 	

Wynn Resorts Limited,

a Nevada corporation,

its sole member
	

 	
 	

 	
 	

By:	
 	

/s/  MARC H. RUBINSTEIN      
 Name: Marc H. Rubinstein

Title: Senior Vice President, General Counsel & Secretary
	

"WYNN LAS VEGAS"

WYNN LAS VEGAS, LLC, a Nevada

limited liability company	
 	

 	
 	

 
	

By:	
 	

Wynn Resorts Holdings, LLC,

a Nevada limited liability company,

its sole member	
 	

 	
 	

 
	

By:	
 	

Valvino Lamore, LLC,

a Nevada limited liability company,

its sole member	
 	

 	
 	

 
	

By:	
 	

/s/  MARC H. RUBINSTEIN      
 Name: Marc H. Rubinstein

Title: Senior Vice President, General Counsel & Secretary	
 	

 	
 	

 
	

By:	
 	

Wynn Resorts Limited,

a Nevada corporation,

its sole member	
 	

 	
 	

 
	

By:	
 	

/s/  MARC H. RUBINSTEIN      
 Name: Marc H. Rubinstein

Title: Senior Vice President, General Counsel & Secretary	
 	

 	
 	

 




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	STATE OF NEVADA

  

COUNTY OF CLARK	 	  

}ss.

    	 	 
	

        This instrument was acknowledged before me on this            day of October, 2002
by                        of Wynn Resorts, Limited, sole member of Valvino Lamore, LLC, sole member of of Wynn Resorts Holdings,
LLC.
	

 	
 	

 	
 	

    
NOTARY PUBLIC in and for said County and State
	

STATE OF NEVADA

  

COUNTY OF CLARK	
 	

  

}ss.

    	
 	

 
	

        This instrument was acknowledged before me on this            day of October, 2002
by                        of Wynn Resorts, Limited, sole member of Valvino Lamore, LLC, sole member of Desert Inn Water Company,
LLC, sole member of Desert Inn Improvement Co.
	

 	
 	

 	
 	

    
NOTARY PUBLIC in and for said County and State
	

STATE OF NEVADA

  

COUNTY OF CLARK	
 	

  

}ss.

    	
 	

 
	

        This instrument was acknowledged before me on this            day of October, 2002
by                        of Wynn Resorts, Limited, sole member of Valvino Lamore, LLC, sole member of of Wynn Resorts Holdings,
LLC, sole member of Wynn Las Vegas, LLC.
	

 	
 	

 	
 	

    
NOTARY PUBLIC in and for said County and State




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EXHIBIT "A"

  

DESCRIPTION OF HOLDINGS' PROPERTY  


6





 
EXHIBIT "B"

   

DESCRIPTION OF DIIC PROPERTY  


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Exhibit 10.2