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Exhibit 10.6    
  


 
 

PARKING FACILITY LEASE    
    
    between    
    
    VALVINO LAMORE, LLC,    
    
    Landlord    
    
    and    
    
    WYNN LAS VEGAS, LLC,    
    
    Tenant

    
    Dated October 21, 2002    
  





 
 
 

TABLE OF CONTENTS



	 
	 	 
	 	Page

	SECTION 1	 	DEMISED PREMISES	 	1
	

SECTION 2	
 	

TERM	
 	

1
	

SECTION 3	
 	

RENT	
 	

2
	

SECTION 4	
 	

INTENTIONALLY OMITTED	
 	

2
	

SECTION 5	
 	

FINANCING	
 	

2
	

SECTION 6	
 	

USE OF STALLS	
 	

2
	

SECTION 7	
 	

ALTERATIONS AND IMPROVEMENTS	
 	

3
	

SECTION 8	
 	

UTILITIES	
 	

3
	

SECTION 9	
 	

TAXES	
 	

2
	

SECTION 10	
 	

INTENTIONALLY OMITTED	
 	

4
	

SECTION 11	
 	

MAINTENANCE AND REPAIRS	
 	

4
	

SECTION 12	
 	

LIENS	
 	

4
	

SECTION 13	
 	

INSURANCE	
 	

4
	

SECTION 14	
 	

DESTRUCTION OF THE PARKING FACILITY; CONDEMNATION	
 	

5
	

SECTION 15	
 	

INDEMNIFICATION	
 	

5
	

SECTION 16	
 	

SUBORDINATION	
 	

6
	

SECTION 17	
 	

ASSIGNMENT AND SUBLETTING	
 	

6
	

SECTION 18	
 	

LEASEHOLD FINANCING	
 	

7
	

SECTION 19	
 	

INTENTIONALLY OMITTED	
 	

12
	

SECTION 20	
 	

INTENTIONALLY OMITTED	
 	

12
	

SECTION 21	
 	

ESTOPPEL CERTIFICATE	
 	

12
	

SECTION 21	
 	

EXPENDITURES	
 	

12
	

SECTION 23	
 	

DEFAULT	
 	

13
	

SECTION 24	
 	

MISCELLANEOUS	
 	

14




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PARKING FACILITY LEASE    
  


        THIS PARKING FACILITY LEASE (this "Lease") is entered into as of the 21st day of October, 2002 by and between  Valvino Lamore, LLC, a Nevada limited liability company ("Landlord"), and Wynn Las
Vegas, LLC, a Nevada limited liability company ("Tenant"). 


 
 

WITNESSETH:    
  


        WHEREAS, Tenant owns good and marketable title in and to the parcel of real property described on
Exhibit "A" annexed hereto ("Tenant's Property") upon which Tenant intends to construct and develop a first class luxury hotel and destination casino resort (the "Hotel"); and 



        WHEREAS, Landlord owns good and marketable title in and to the 20-acre parcel of real property adjacent to Tenant's Property
and described on Exhibit "B" annexed hereto ("Landlord's Property"); and 


        WHEREAS, Landlord desires to lease to Tenant and Tenant desires to lease from Landlord up to 1,317 parking stalls (the "Stalls") in the
parking structure (the "Parking Facility") currently located on the north side of Landlord's Property, as described and depicted on Exhibit "C" annexed hereto, together with the right of access
to the Parking Facility over the portion of the Landlord's Property described on Exhibit C-1 (the "Access Area") (the Stalls and Access Area are referred to herein as the
"Premises"), all upon the terms and conditions hereinafter set forth. 


        NOW, THEREFORE, in consideration of the terms, covenants, conditions and provisions hereinafter set forth and other good and valuable
consideration, it is hereby mutually agreed by and between Landlord and Tenant as follows: 


 
 

SECTION 1
  DEMISED PREMISES    
  


        Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, the Premises, together with all and singular improvements, appurtenances, rights,
privileges, and easements thereunto appertaining during the Lease Term and subject to the terms and conditions herein contained. 


 
 

SECTION 2
  TERM    
  


        2.1  The
term of the Lease (the "Lease Term") and payment of Rent (as defined in Section 3.1 hereof) shall commence (the "Commencement Date") on October 21,
2002, and shall continue for a period of thirty (30) years thereafter (the "Initial Term") unless terminated earlier as elsewhere herein provided. Following the release of Landlord's Property
from the lien or liens of that certain First Trust Deed (as defined and described on Schedule I attached hereto) and that certain Second Trust
Deed (as defined and described on Schedule I attached hereto) (collectively, the "Deeds of Trust"), Tenant may terminate this Lease on thirty
(30) days' written notice to Landlord. Provided, however, that Tenant shall not exercise its right to terminate until on or after the date (the "Termination Option Date") that it is permitted
to do so pursuant to the provisions of the Credit Agreement and the Mortgage Notes Indenture (as defined and described on Schedule 1 attached
hereto). 


        2.2  In
the event Tenant is not then in default of its obligations hereunder beyond any applicable cure period and this Lease has not previously been terminated, after the
expiration of the Initial Lease Term, the Lease Term shall continue on a month-to-month basis upon the same terms and conditions as are set forth in this Lease. At any time
during any extension of the Initial Lease Term, Tenant may terminate the Lease by delivering written notice no later than ten (10) days prior to the expiration of any thirty (30) day
extension period. In the event that such notice is not given within such time period, the Lease shall continue in effect. 


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        2.3  Upon
the expiration or sooner termination of the Lease Term, Tenant shall cease to have the right to use the Premises. 


 
 

SECTION 3
  RENT    
  


        3.1  During
the Lease Term, Tenant shall pay as monthly rent for the Premises the sum of One Dollar ($1.00) per month (the "Rent"). The Rent shall be due and payable in
advance on the first (1st) day of each month. 


        3.2  All
rents and other monies required to be paid by Tenant hereunder shall be paid to Landlord without deduction or offset, prior notice or demand, in lawful money of the
United States of America, at the address of Landlord and set forth in Section 24.5 or at such other place as Landlord may from time to time designate in writing. 



        3.3  If
Tenant fails to pay, when due and payable, any Rent or any other amounts or charges to be paid by Tenant hereunder within ten (10) days after written notice
from Landlord that the amount is past due, such unpaid amounts shall bear interest from the due date thereof to the date of payment at a rate equal to the prime rate of interest last ascertained by
the Commissioner of Financial Institutions of the State of Nevada pursuant to Nevada Revised Statutes 99.040, plus five (5) percentage points (the "Default Rate"). 


 
 

SECTION 4
  [INTENTIONALLY OMITTED]    
  


 
 

SECTION 5
  FINANCING    
  


        Landlord may obtain loans from time to time from third parties to finance acquisition and development of Landlord's and its Affiliates' real property, including
Landlord's Property. For purposes of this Lease, an "Affiliate" of a party shall mean any person or entity (a) that is owned or controlled by the party, (b) that owns or controls the
party, (c) that is owned or controlled by a person or entity that owns or controls the party, (d) that owns or controls an Affiliate of the party, or (e) that is owned or
controlled by an Affiliate of the party. As used in this definition, the words "owns" or "owned" refer to the ownership of twenty percent (20%) or more of the equity interest in the person or entity
so owned, regardless of the manner of ownership. Also, as used in this definition, ownership or control may be
direct or indirect. By its execution of this Lease, Tenant (i) acknowledges and consents to Landlord's collateral assignment of its rights hereunder to its and its Affiliates' lenders including
the beneficiaries under the Deeds of Trust (collectively "Lenders"); (ii) acknowledges and affirms Tenant's agreement to attorn performance obligations to the benefit of Lenders in the same
manner as it would with respect to Landlord if any such Lender exercises its rights under any collateral assignment from Landlord; and (iii) agrees to execute such separate consents and
acknowledgements to and of Landlord's collateral assignment of this Lease to such third party Lenders. Any Lender or its successor which acquires the Parking Facility (through foreclosure on
Landlord's Property or deed in lieu of foreclosure) shall not disturb Tenant's lease of the Stalls or any other portion of the Premises and shall respect Tenant's rights under this Lease. 


 
 

SECTION 6
  USE OF STALLS    
  



        6.1  The
Stalls are leased to Tenant solely for the purpose of facilitating Hotel employee parking and, from time to time as reasonably necessary, overflow customer parking
for Hotel special events. Tenant shall not use or suffer to be used the Stalls, or any portion of the Parking Facility, for any other 


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purpose or purposes whatsoever, without Landlord's prior written consent, which consent may be withheld in Landlord's absolute discretion. 



        6.2  The
parties acknowledge that Tenant's use of the Stalls and the Parking Facility for Hotel employees is nonexclusive and that Landlord and its Affiliates shall have the
right to use the Parking Facility, as reasonably necessary, to accommodate the parking requirements of their respective business operations. Provided, however, that Landlord agrees to limit the use of
the Parking Facility by others so as not to deprive Tenant of the number of Stalls granted to Tenant hereunder. 


 
 

SECTION 7
  ALTERATIONS AND IMPROVEMENTS    
  


        Landlord agrees that it shall not make any material alterations, improvements or changes in or to the Stalls, the Parking Facility or the Access Area which would
materially interfere with Tenant's use of the Stalls. 


 
 

SECTION 8
  UTILITIES    
  


        Landlord shall be responsible for the cost and expense of installing any utilities for the Parking Facility. 


 
 

SECTION 9
  TAXES    
  


        Prior to the opening of the Hotel for business, Landlord will, at Landlord's own cost and expense, bear, pay, and discharge prior to delinquency, all real estate
taxes, assessments, sewer rents, water rents and charges, duties, impositions, license and permit fees, charges for public utilities of any kind, payments and other charges of every kind and nature
whatsoever, ordinary or extraordinary, foreseen or unforeseen, general or special, which shall, pursuant to present or future law or otherwise, during such period, have been or be levied, charged,
assessed, or imposed upon, or become due and payable out of or for, or become or have become a lien on the Premises. After the opening of the Hotel for business, all such items shall be paid by
Tenant. Provided, however, that for such part of the Lease Term, if any, as the Premises are not separately assessed but are included as part of Landlord's Property for computation of real property
taxes and assessments, or are separately assessed but the taxes attributable thereto are billed to Landlord, then Tenant's share of taxes shall be an amount equal to eleven and two-tenths
percent (11.2%) of the total assessments for Landlord's Property; provided further that following the release of the liens of the Deeds of Trust, Landlord and Tenant shall either create a tax parcel
for the Premises separate from the remainder of Landlord's Property, or equitably adjust the percentage of property taxes payable by Tenant for the Premises following adjustments in assessments for
Landlord's Property attributable to construction or demolition activity on Landlord's Property other than the Premises. All taxes payable by Tenant hereunder shall be paid to Landlord, as the case may
be, on the later of (a) ten (10) days before such tax becomes delinquent or (b) ten (10) days after Landlord, or the taxing authority, notifies Tenant that a payment is
due. Subject to any reimbursement due from Tenant as provided herein, Landlord shall be responsible for timely payment of all assessments on Landlord's Property. In the event Landlord fails to timely
pay any such assessment, Tenant may, but is not obligated to pay such assessment directly to the taxing authority and pursue reimbursement of Landlord's share of such assessment from Landlord. Upon
the termination of this Lease, Landlord shall promptly reimburse Tenant for any amounts paid by Tenant pursuant hereto attributable to the period of time following such termination. All amounts
payable pursuant hereto shall be prorated on the basis of a 365-day year. 


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SECTION 10
  [INTENTIONALLY OMITTED]    
  


 
 

SECTION 11
  MAINTENANCE AND REPAIRS    
  


        Prior to the opening of the Hotel for business, Landlord shall keep and maintain in good order, condition and repair (including any such replacement and
restoration as is required for that purpose) the Premises and every part thereof and any and all appurtenances thereto wherever located, including, without limitation, all repairs and replacements,
structural and nonstructural, foreseen and unforeseen, which are necessary to maintain and preserve the Premises in good condition. All repairs shall be made in accordance with all laws, promptly,
efficiently, and in good workmanlike manner. After the opening of the Hotel for business, such obligations shall be borne by Tenant. 


 
 

SECTION 12
  LIENS    
  


      12.1  Tenant,
at all times, whether by bond or otherwise, shall keep Landlord, the Premises, and the leasehold estate created by this Lease free and clear from any claim,
lien or encumbrance, tax lien or levy, mechanic's lien, attachment, garnishment or encumbrance arising directly or indirectly from any obligation, action or inaction of Tenant whatsoever, except to
the extent permitted under Sections 17 and 18 below and except for "Permitted Liens" as defined in the Credit Agreement (as that term is defined in the First Trust Deed) and the Mortgage Notes
Indenture (as that term is defined in the Second Trust Deed). 


      12.2  Tenant
shall, within ten (10) days of the filing of any lien that is not permitted under Section 12.1 above, either pay or satisfy the same in full and
procure the discharge thereof or commence an action to discharge the same, fully bond such lien, and diligently prosecute such action, or shall cause Tenant's contractor to do the same. 


 
 

SECTION 13
  INSURANCE    
  


      13.1  Landlord
will, at its sole cost and expense, maintain in full force and effect: 



        (a)  a
policy of comprehensive or commercial general liability insurance issued by an insurance carrier approved by Landlord, insuring against loss, damage or liability for
injury or death to persons and loss or damage to property occurring from any cause whatsoever in connection with the Parking Facility. Tenant shall be named as an additional insured under each such
policy of insurance; with a combined single limit for bodily injury and property damage of not less than two million ($2,000,000) per occurrence and five million ($5,000,000) in the
aggregate; 


        (b)  a
standard form of all-risk, commercial property insurance with extended coverage insurance covering leasehold improvements, furniture, fixtures and
equipment, and personal property located in or on the Parking Facility. Such insurance shall be in an amount equal to the current replacement value of the property required to be insured. 




      13.3  Tenant
shall not use or occupy, or permit the Stalls or the Parking Facility or the Access Area to be used or occupied, in a manner that will make void any insurance
then in force. 


      13.4  Landlord
and Tenant hereby waive any and all rights of recovery from the other party and its officers, agents and employees for any loss or damage, including
consequential loss or damage, caused by any peril or perils (including negligent acts) that are caused by or result from risks insured against under any form of insurance policy. 


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      13.5  Each
policy of insurance provided for in this Section 13 shall contain an express waiver of any and all rights of subrogation thereunder whatsoever against the
other party, its officers, directors, agents and employees. 


      13.6  All
of the provisions of this Section 13 are subject to, and shall be modified as reasonably necessary to be consistent with, the requirements of the Credit
Agreement and the Mortgage Notes Indenture. 


 
 

SECTION 14
  DESTRUCTION OF THE PARKING FACILITY; CONDEMNATION    
  


      14.1  During
the period prior to the earlier to occur of the expiration of the Initial Lease Term or the Termination Option Date or the opening of the Hotel, should any
portion of the Premises be destroyed ("Damaged") by any cause whatsoever and provided that restoration is permitted under the Credit
Agreement and the Mortgage Notes Indenture, Landlord shall restore the Premises. Following the opening of the Hotel but prior to the earlier to occur of the expiration of the Initial Lease Term or the
Termination Option Date, should any portion of the Premises be Damaged by any cause whatsoever and provided that restoration is permitted under the Credit Agreement and the Mortgage Notes Indenture,
Tenant shall restore the Premises so Damaged. After the earlier to occur of the expiration of the Initial Lease Term or the Termination Option Date, should the Premises be Damaged, Tenant may elect
either to terminate this Lease or request that Landlord restore the Premises by delivery of written notice to Landlord within thirty (30) days after the casualty event giving rise to the
Damage. If Tenant fails to give timely notice of Tenant's election, or if after making a timely election Landlord refuses to restore the Premises, this Lease shall terminate at the end of the calendar
month following the calendar month in which such casualty event shall have occurred. If either Landlord or Tenant is required to restore the Premises during the Initial Lease Term or if following the
Initial Lease Term Tenant requests Landlord to restore the Premises, and if Landlord, in its sole and absolute discretion, agrees to restore the Premises, the following provisions shall apply: After
any such casualty and during the reconstruction period, Rent shall continue to accrue and be payable as if such event of destruction had not occurred. Landlord or Tenant, as the case may be, shall
reconstruct the Damaged improvements with all reasonable diligence (allowing for adjustment and collection of insurance proceeds, licensing, permitting, and approvals). No Damage to the Premises by
fire, windstorm, or any other casualty shall entitle Tenant to violate any of the provisions of this Lease. 


      14.2  Should
the whole of the Premises be condemned or taken by a competent authority for any public or quasi-public purpose, then this Lease shall terminate upon such
taking. If such portion of the Parking Facility is condemned or taken such that the remaining number of Stalls thereof will not be reasonably adequate to accommodate the parking requirements of Hotel
employees, as determined by Tenant in its sole and absolute discretion, Tenant shall have the option to terminate this Lease by notifying Landlord of such election in writing within twenty
(20) days after such taking. If by such condemnation and taking a portion of the Parking Facility is taken and the remaining part thereof is suitable for the purposes for which Tenant has
leased the Stalls, as determined by Tenant in its sole and absolute discretion, this Lease shall continue in full force and effect. 


 
 

SECTION 15
  INDEMNIFICATION    
  


        Tenant ("Indemnitor") hereby covenants and agrees to indemnify, defend, save and hold Landlord and other users of the Parking Facility (collectively
"Indemnitee"), the Parking Facility, the Access Area, Landlord's Property and the leasehold estate created by this Lease free, clear and harmless from any and all liability, loss, costs, expenses
(including attorneys' fees), judgments, claims, liens and demands of any kind whatsoever in connection with, arising out of, or by reason of any act, omission, or negligence of Indemnitor, its agents,
employees, servants, contractors, subtenants or licensees while 


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in, upon, about, or in any way connected with, Landlord's Property, the Access Area, the Parking Facility or the Stalls or arising from any accident, injury or damage, howsoever and by whomsoever
caused, to any person or property whatsoever, occurring in, upon, about or in any way connected with Landlord's Property, the Premises or any portion thereof other than as a result of the intentional
or negligent acts of Indemnitee. 


 
 

SECTION 16
  SUBORDINATION    
  


        Tenant agrees upon request of Landlord to subordinate this Lease and its rights hereunder to the lien of any mortgage, deed of trust or other encumbrance,
together with any renewals, extensions or replacements thereof now or hereafter placed, charged or enforced against Landlord's Property, or any portion thereof including the Premises, and to execute
and deliver at any time, and from time to time, upon demand by Landlord, such documents as may be reasonably required to effectuate such subordination within ten (10) days after receiving such
documents, provided that in connection with such subordination agreement Landlord's lender agrees to provide a non-disturbance agreement for the benefit of Tenant in form and substance
reasonably acceptable to Tenant and its Lenders. 


 
 

SECTION 17
  ASSIGNMENT AND SUBLETTING    
  


      17.1  Except
as otherwise set forth herein, Tenant shall not assign, mortgage, pledge, hypothecate or encumber this Lease nor the leasehold estate hereby created or any
interest herein, or sublet the Stalls or any of them, or license the use of all or any portion of the Premises without the prior written consent of Landlord, which consent may be withheld in
Landlord's sole discretion. Provided, however, Tenant shall have the right to assign this Lease to any successor-in-interest to the Hotel and, upon such assignment Tenant shall
be relieved from any further obligation hereunder. The restriction or limitation on use of the Premises shall continue to apply to any subtenant or assignee hereunder. Any consent by Landlord to any
act requiring consent pursuant to this Section 17.1 shall not constitute a waiver of the necessity for such consent to any subsequent act. Tenant shall pay all reasonable costs, expenses and
reasonable attorneys' fees that may be incurred or paid by Landlord in processing, documenting or administering any request of Tenant for Landlord's consent required pursuant to this
Section 17.1. 


      17.2  Landlord
may reasonably require that each proposed assignee or sublessee agree, in a written agreement satisfactory to Landlord, to assume and abide by all the terms
and provisions of this Lease, including those which govern the permitted uses of the Premises. 



      17.3  In
the absence of an express agreement in writing to the contrary executed by Landlord, no assignment, mortgage, pledge, hypothecation, encumbrance, subletting or
license hereof or hereunder shall act as a release of Tenant from any of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed. 


      17.4  Notwithstanding
anything to the contrary contained herein, Tenant may encumber Tenant's leasehold estate under this Lease to secure financing of any indebtedness or any
obligations of Tenant or any Affiliate of Tenant, in such amount and on such terms as Tenant may determine appropriate in its discretion, and Landlord hereby agrees to effect such amendments and
modifications of this Lease as may be required by the obligee of such indebtedness or obligations to make this Lease "financeable" and to execute and deliver to such obligee such documents and
instruments as such obligee may require in connection therewith; provided, however, that Landlord shall have no obligation to agree to any amendments or modifications or to execute any documents or
instruments that require Landlord to subordinate its fee interest to the lien of any such encumbrance or to extend the term of this Lease or decrease the obligation of Landlord hereunder. 


6





 


 
 

SECTION 18
  LEASEHOLD FINANCING    
  


        18.1    Leasehold Mortgage Permitted.    Nothing in this Lease shall be construed as restricting in any manner the
right of Tenant, from time to time, or at any time, to create one or more liens on, or encumber, by mortgage, deed of trust or trust deed in the nature of a mortgage (each, a
"Leasehold Mortgage") the leasehold interest of Tenant in the Premises, and subject to the restrictions and limitations contained in any such instrument
as to further conveyances, transfers and assignments, Tenant will have the right at any time, and from time to time, to convey, transfer and assign its interest under this Lease to a mortgagee,
trustee or beneficiary, of its designee (each "Leasehold Mortgagee"), under a Leasehold Mortgage given to secure any note or other obligation of Tenant
or an Affiliate thereof. 


        18.2    Certain Benefits to Leasehold Mortgage.    If Tenant shall execute any Leasehold Mortgage, then, in such event
and so long as such Leasehold Mortgage shall constitute a lien or encumbrance against the leasehold estate of Tenant hereunder, the following provisions shall apply: 



        18.2.1    Amendment of Lease.    No agreement by Landlord and Tenant for the assignment, cancellation, surrender,
acceptance of surrender or termination, modification or amendment of this Lease shall be effective as to any Leasehold Mortgagee without the written consent of such Leasehold Mortgagee. If the
Leasehold Mortgagee whose lien has first priority consents to an amendment, any Leasehold Mortgagee of a junior lien on the Premises will not unreasonably withhold its consent to such amendment. 


        18.2.2    Exercise of Section 365(h)(i) Rights.    Landlord agrees, for the benefit of such Leasehold
Mortgagee, that the right of election arising under Section 365(h)(i) of the Bankruptcy Code shall be exercised by
the most senior Leasehold Mortgagee at such time and not by Tenant. Any attempted exercise by Tenant of such right of election in violation hereof shall be void. 


        18.2.3    Loss Payee.    The name of each such Leasehold Mortgagee shall be added to the "Loss
Payable Endorsement" of any and all insurance policies required to be carried by Tenant under this Lease. 



        18.2.4    Proceeds of Casualty and Condemnation.    Notwithstanding anything in this Lease to the contrary, in the
event of any casualty to or condemnation of the Premises or any portion thereof, the Leasehold Mortgagees shall be entitled to receive all insurance proceeds and/or condemnation awards as their
interests appear (up to the amount of the indebtedness secured by the Leasehold Mortgage) otherwise payable to Tenant or Landlord or both and apply them in accordance with the Leasehold Mortgage and
shall have the right, but not the obligation, to restore the Premises. 



        18.2.5    Merger.    If Tenant shall acquire fee title, or any other estate, title or interest in the Premises which
is the subject of this Lease, or any part thereof, or if the leasehold estate created by this Lease, or any portion thereof, shall be assigned, sold or otherwise transferred to the owner of such fee
title or other estate, title or interest in the Premises which is the subject of this Lease, then in either such event, upon the election of the Leasehold Mortgagee first in priority expressly made in
writing at any time thereafter, each Leasehold Mortgage shall attach to and be a lien upon such fee title and/or other estate so acquired (but only as the same pertains to the Premises), and such fee
title and/or other estate so acquired shall be considered as mortgaged, assigned and conveyed to each Leasehold Mortgagee and the lien of each such Leasehold Mortgage shall be spread to cover such
estate with the same force and effect as though specifically mortgaged, assigned or conveyed in such Leasehold Mortgage (and upon request of any Leasehold Mortgagee, either or both Landlord and Tenant
shall execute further mortgages, assignments of leases and rents, amendments to documents and instruments as such Leasehold Mortgagee may reasonably 



7





 





require for such purpose); provided, however, that notwithstanding the foregoing, if and so long as any of the indebtedness secured by any such Leasehold Mortgage shall remain unpaid, unless the
Leasehold Mortgagee thereunder shall otherwise in writing expressly consent, the fee title to the Premises which is the subject of this Lease and the leasehold estate created by this Lease shall not
merge but shall always be kept separate and distinct, notwithstanding the union of said estates either in Landlord or in Tenant, or in a third party, by purchase or otherwise. Nothing in this
Section 18.2.5 shall be deemed to subordinate or require Landlord to subordinate the fee interest of Landlord in the Premises to the lien of any Leasehold Mortgage. 



        18.2.6    Right of Entry.    Each Leasehold Mortgagee shall have the right to enter upon the Premises at any time for
any purpose, including curing any defaults by Tenant under this Lease, and Landlord hereby agrees to accept performance and compliance by any such Leasehold Mortgagee of any covenants, agreements,
provisions, conditions and limitations on Tenant's part to be kept, observed or performed hereunder, with the same force and effect as though kept, observed and performed by Tenant. Any default by
Tenant that is not susceptible to being cured by a Leasehold Mortgagee shall be deemed waived by Landlord. 



        18.2.7    Notice to Tenant.    Landlord shall serve Tenant with notice if Landlord files, or has filed against it, a
petition under chapters 7 or 11 of the Bankruptcy Code. Such notice shall be served within twenty-four (24) hours of such filing. Landlord shall, upon serving Tenant with any notice
of (1) a bankruptcy fling as herein described, (2) default pursuant to the provisions of this Lease, or (3) a matter on which Landlord may predicate or claim a default, at the
same time serve a copy of such notice upon every Leasehold Mortgagee that has provided Landlord with notice of its identity and address, and no such notice by Landlord to Tenant hereunder shall have
been deemed duly given unless and until a copy thereof has been so served on every such Leasehold Mortgagee. 



        18.2.8    Termination.    Anything contained in this Lease to the contrary notwithstanding, if any default shall occur
which entitles Landlord to terminate this Lease, or to exercise any other rights, powers or remedies available to it under this Lease, Landlord shall have no right to terminate this Lease or to
exercise any of such rights, powers or remedies unless following the expiration of the period of time given Tenant to cure such default (or the act or omission which gave rise to such default),
Landlord shall notify every Leasehold Mortgagee of Landlord's intent to so terminate or exercise any such rights, powers or remedies ("Default Notice")
at least (x) sixty (60) days in advance of the proposed effective date of such termination, or exercise of any rights, powers or remedies if such default is capable of being cured by the
payment of money, and (y) ninety (90) days in advance of the proposed effective date of such termination, or exercise of any such rights, powers or remedies if such default is not
capable of being cured by the payment of money ("Default Notice Period"). The provisions of Subsection 18.2.9 below shall apply if during such
thirty (60) or ninety (90) day Default Notice Period, any Leasehold Mortgagee shall notify Landlord of such Leasehold Mortgagee's desire to nullify such notice (the
"Nullification Notice"). 


        18.2.9    Procedure on Default.    



        (a)  If
Landlord shall elect to terminate this Lease or obtain possession of the Premises by reason of any default of Tenant, and a Leasehold Mortgagee shall have delivered
the Nullification Notice set forth in Subsection 18.2.8, the specified date for the termination of this Lease as fixed by Landlord in its Default Notice or for the obtaining of possession shall
be extended for a period of six (6) months, provided that such Leasehold Mortgagee shall, during such six (6) month period: 



        (1)  pay
or cause to be paid the monetary obligations of Tenant under this Lease as the same become due, and continue its good faith efforts to perform all of Tenant's other
obligations under this Lease, excepting (i) obligations of Tenant to satisfy or otherwise 





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discharge any lien, charge or encumbrance against Tenant's interest in this Lease or the Premises junior in priority to the lien of the mortgage held by such Leasehold Mortgagee and (ii) past
non-monetary obligations then in default and not reasonably susceptible of being cured by such Leasehold Mortgagee (including by reason of a bankruptcy stay or if possession of the
Premises is required in order to cure such default); provided that Leasehold Mortgagee may offset amounts it expends to cure any defaults by Landlord
under this Lease; and 


        (2)  if
not enjoined or stayed, take steps to acquire or sell Tenant's interest in this Lease by foreclosure of the Leasehold Mortgage or other appropriate means and
prosecute the same to completion with due diligence. 




        (b)  If
at the end of such six (6) month period such Leasehold Mortgagee is complying with Subsection 18.2.9(a) then this Lease shall not then terminate, and
the time for completion by such Leasehold Mortgagee of its proceedings shall continue so long as such Leasehold Mortgagee is enjoined or stayed and thereafter for so long as such Leasehold Mortgagee
proceeds to complete steps to acquire or sell Lessee's interest in this Lease by foreclosure of the Leasehold Mortgage or by other appropriate means with reasonable diligence. Nothing in this
Subsection 18.2.9, however, shall be construed to extend this Lease beyond the original term thereof or to require a Leasehold Mortgagee to continue such foreclosure proceedings after the
default has been cured. If the default shall be cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had
not defaulted under this Lease. 


        (c)  If
a Leasehold Mortgagee is complying with Subsection 18.2.9(a) of this Section, then upon the acquisition of Tenant's estate herein by such Leasehold Mortgagee
or its designee or any other purchaser at a foreclosure sale or otherwise (and the discharge of any lien, charge or encumbrance against the Tenant's interest in this Lease or the demised premises
which is junior in priority to the lien of the Leasehold Mortgage held by such Leasehold Mortgagee and which the Tenant is obligated to satisfy and discharge by reason of the terms of this Lease) this
Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. 




        18.2.10    Receiver.    A Leasehold Mortgagee shall have the right after institution of foreclosure proceedings to
apply to the court for the appointment of a receiver of the Premises. In the event foreclosure proceedings have been instituted, any money held by Landlord which becomes payable to Tenant shall be
payable upon demand to such Leasehold Mortgagee as the interest of such Leasehold Mortgagee may appear when the same so becomes payable to Tenant. If Landlord shall at any time be in doubt as to
whether such monies are payable to such Leasehold Mortgagee or to Tenant, Landlord may pay such monies into court and file an appropriate action of interpleader in which event all of Landlord's costs
and expenses (including attorneys' fees) shall first be paid out of the proceeds so deposited. 


        18.2.11    No Assumption.    For purposes of this Subsection 18.2.11, the making of a Leasehold Mortgage shall
not be deemed to constitute an assignment or transfer of this Lease or of the leasehold estate hereby created, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of
this Lease or of the leasehold estate hereby created, so as to require such Leasehold Mortgagee, as such, to assume the performance of any of the terms, covenants or conditions on the part of Tenant
to be performed hereunder, but the purchaser at any sale of this Lease and of the leasehold estate hereby created in any proceedings for the foreclosure of any Leasehold Mortgage, or the assignee or
transferee of this Lease and of the leasehold estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure of any Leasehold Mortgage, shall be deemed to be an
assignee or transferee within the meaning of this 



9





 





Subsection 18.2.11 and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of Tenant to be performed hereunder arising and accruing from and after
the date of such purchase and assignment, but only for so long as such purchaser or assignee is the owner of the leasehold estate. 


        18.2.12    Successive Sales.    Any Leasehold Mortgagee or other acquiror of the leasehold estate of Tenant pursuant
to foreclosure, assignment in lieu of foreclosure or-other proceedings may, upon acquiring Tenant's leasehold estate, without further consent of Landlord, sell and assign the leasehold
estate so acquired on such terms and to such persons or organizations as are acceptable to such Leasehold Mortgagee or acquiror and thereafter be relieved of all obligations under this Lease; provided
that such assignee has delivered to Landlord its written agreement to be bound by all of the provisions of this Lease from and after the date of such assignment. 



        18.2.13    Leasehold Mortgagee Need Not Cure Specified Defaults.    Nothing herein contained shall require any
Leasehold Mortgagee or its designee as a condition to the exercise of its rights hereunder to cure any default of Tenant not reasonably susceptible of being cured by such Leasehold Mortgagee or its
designee. 


        18.2.14    Lease Proceedings.    Landlord shall give each Leasehold Mortgagee that has provided Landlord with notice
of its interest and address, prompt notice of any arbitration or legal proceedings between Landlord and Tenant involving this Lease. Each Leasehold Mortgagee shall have the right to intervene in any
such proceedings and be made a party to such proceedings, and the parties hereto do hereby consent to such intervention. In the event that any Leasehold Mortgagee shall not elect to intervene or
become a party to any such proceedings, Landlord shall give such Leasehold Mortgagee notice of, and a copy of any award or decision made in any such proceedings, which shall be binding on all
Leasehold Mortgagees not intervening after receipt of notice of arbitration. Tenant agrees that each Leasehold Mortgagee shall also have the right to intervene in, and be made a party to, any such
proceedings. 


        18.2.15    Future Leasehold Mortgage: Amendment of Lease.    



        (a)  Notwithstanding
anything in this Lease to the contrary, each Leasehold Mortgagee shall have the right (if it has such right under its loan documents) to restrict, limit
or prohibit the execution of any other Leasehold Mortgage junior in priority to the lien of such senior Leasehold Mortgage, or, in the event of the execution of any such junior Leasehold Mortgage, to
accelerate or increase the interest rate under the indebtedness secured by such senior Leasehold Mortgage; and 


        (b)  In
the event of a Leasehold Mortgage (each, a "Successor Leasehold Mortgage") the proceeds of which are used to pay off
in its entirety the indebtedness secured by any existing Leasehold Mortgage (each such existing Leasehold Mortgage, an "Initial Leasehold Mortgage"),
then the Successor
Leasehold Mortgage shall be deemed to have succeeded to the position and all of the rights and priorities of the mortgagee under the Initial Leasehold Mortgage with respect to the mortgagor under the
Initial Leasehold Mortgage and with respect to third parties. 




        18.2.16    Certificate.    Landlord shall, without charge, at any time and from time to time within ten
(10) business days after written request of Tenant to do so, certify by written instrument duly executed and acknowledged to any Leasehold Mortgagee or purchaser, or proposed Leasehold
Mortgagee or proposed purchaser, or any other person, firm or corporation specified in such request: (1) as to whether this Lease has been supplemented or amended, and if so, the substance and
manner of such supplement or amendment; (2) as to the validity and force and effect of this Lease, in accordance with its tenor; (3) as to the existence of any default hereunder or any
event which with the passage of time or notice would constitute a default hereunder; (4) as to the 



10





 


existence of any offsets, claims, counterclaims or defenses hereto on the part of Landlord or, to Landlord's knowledge, on the part of Tenant; (5) as to the commencement and expiration dates
of this Lease; and (6) as to any other matters as may be reasonably so requested. Any such certificate play be relied upon by Tenant and any other person, firm or corporation to whom the same
maybe exhibited or delivered, and the contents of such certificate shall be binding on Landlord. 


        18.2.17    Nominee.    Any acquisition by a Leasehold Mortgagee of the leasehold estate under this Lease, or any
rights or privileges thereunder may be taken in the name of such Leasehold Mortgagee or in the name of any nominee or designee selected by it. 


        18.2.18    New Lease.    In the event of the termination of this Lease as a result of Tenant's default prior to the
expiration of the term, or in the event of a rejection by Landlord or Tenant of this Lease under Chapter 11 of the Bankruptcy Code, Landlord shall, in addition to providing the notices of
default and termination as required by this Lease, provide each Leasehold Mortgagee with written notice that the Lease has been terminated or that Landlord has filed a request with the Bankruptcy
Court seeking to reject the Lease, together with a statement of all sums which would at that time be due under this Lease but for such termination or rejection, and of all other defaults, if any, then
known to Landlord. Upon any request of the Leasehold Mortgagee, or its designee, Landlord agrees to enter into a new lease ("New Lease") of the Premises
with such Leasehold Mortgagee or its designee for the remainder of the term of this Lease, effective as of the date of termination or rejection, as the case may be, at the Rent, and upon the terms,
covenants and conditions (including all transfer rights, but excluding requirements which are not applicable or which have already been fulfilled) of this Lease; provided, however, that (i) the
Leasehold Mortgagee whose lien upon the Premises is superior to the lien of any other Leasehold Mortgage (the "Senior Leasehold Mortgagee") shall have
the right to give notice of its intent to enter into a New Lease to the Landlord for a period of 60 days from its receipt of the notice referred to in the first sentence of this
Section 18.2.18 and (ii) if the Senior Leasehold Mortgagee does not exercise its right to enter into the New Lease during this 60-day period; the Leasehold Mortgagee whose
lien upon the Premises is superior to the lien of any other Leasehold Mortgage (other than the Senior Leasehold Mortgagee) shall have the right to give notice of its intent to enter into a New Lease
to the Landlord during the remainder of the period(s) specified below; and provided further, however, 



        (a)  Such
Leasehold Mortgagee shall make written request upon Landlord for such New Lease at the later of (1) within one hundred (100) days after the date such
Leasehold Mortgagee receives Landlord's notice of termination or rejection of this Lease given pursuant to this Subsection 18.2.18; or (2) within forty-five (45) days
after the actual termination of the Lease as same may have been extended by Subsection 18.2.18 hereof. 


        (b)  Such
Leasehold Mortgagee or its designee shall pay or cause to be paid to Landlord at the time of the execution and delivery of such New Lease, any and all sums which
would at the time of execution and delivery thereof be due pursuant to this Lease but for such termination and, in addition thereto, all reasonable expenses, including reasonable attorneys' fees,
court costs and costs and disbursements which Landlord shall have incurred by reason of such termination and the execution and delivery of the New Lease and which have not otherwise been received by
Landlord from or on behalf of Tenant. Upon the execution of such New Lease, Landlord shall allow to Tenant named therein as an offset against the sums otherwise due under this
Subsection 18.2.18 or under the New Lease, an amount equal to the net income derived by Landlord from the Premises during the period from the effective date of termination of this Lease to the
date of the beginning of the lease term under the New Lease. In the event of a controversy as to the amount to be paid to Landlord pursuant to this Section 18.2, the payment obligation shall be
satisfied if Landlord shall be paid the amount not in controversy, and such Leasehold Mortgagee or its designee shall agree to pay any additional sum ultimately determined to be due. 




11











  





        (c)  Such
Leasehold Mortgagee or its designee shall agree to remedy any of Tenant's defaults of which said Leasehold Mortgagee was notified by Landlord's notice of
termination or rejection and which are reasonably susceptible of being so cured by such Leasehold Mortgagee or its designee. 


        (d)  The
Tenant under such New Lease shall have the same right, title and interest in and to the Premises and buildings and improvements thereon as Tenant under this Lease.
Any holder of any such lien, charge or encumbrance or sublease shall execute such instruments of non-disturbance and/or attornment as the tenant under the New Lease may at any time
require. 


        (e)  The
tenant under any New Lease shall be liable to perform the obligations imposed on the Tenant by such New Lease only for and during the period such person has
ownership of the Premises. 


        (f)    If
more than one (1) Leasehold Mortgagee shall request a New Lease pursuant to this Section 18.3, Landlord shall enter into such New Lease with the
Leasehold Mortgagee whose mortgage is in the first lien position, or with the designee of such Leasehold Mortgagee. 


        (g)  Concurrently
with the execution and delivery of any New Lease, Landlord shall assign to the tenant named therein all of the right, title and interest in and to moneys
(including insurance proceeds and condemnation awards), if any, then held by and payable by Landlord which Tenant would have been entitled to receive but for the termination of the Lease. Upon the
execution of any New Lease, the tenant named therein shall be entitled to any rent received under any sublease in effect during the period from the date of termination of the Lease to the date of
execution of such New Lease. 




 
 

SECTION 19
  [INTENTIONALLY OMITTED]    
  


 
 

SECTION 20
  [INTENTIONALLY OMITTED]    
  


 
 

SECTION 21
  ESTOPPEL CERTIFICATE    
  


        Tenant agrees that within ten (10) business days of any demand therefor by Landlord, Tenant will execute and deliver to Landlord a certificate stating that
this Lease is in full force and effect without amendment, or if amended attaching a copy thereof to the certificate, the date to which all rentals have been paid, any defaults or offsets claimed by
Tenant and such other information concerning the Lease, the Premises or Tenant as Landlord may request. Landlord will provide a similar document to Tenant upon request by Tenant within ten
(10) business days after request. 


 
 

SECTION 22
  EXPENDITURES    
  


      21.1  Whenever
under any provision of this Lease, Tenant shall be obligated to make any payment or expenditure, or to do any act or thing, or to incur any liability
whatsoever, and Tenant fails, refuses or neglects to perform as herein required after notice and an opportunity to cure (which shall be deemed to be thirty (30) days unless provided for
specifically herein), Landlord shall be entitled, but shall not be obligated, to make any such payment or to do any such act or thing, or to incur any such liability, all on behalf of and at the cost
and for the account of Tenant. In such event, the amount 


12





 


thereof with interest thereon at the Default Rate, shall constitute and be collectable as additional rent on demand. 


      21.1  Whenever
under any provision of this Lease, Landlord shall be obligated to make any payment or expenditure, or to do any act or thing, or to incur any liability
whatsoever, and Landlord fails, refuses or neglects to perform as herein required after notice and an opportunity to cure (which shall be deemed to be thirty (30) days unless provided for
specifically herein), Tenant shall be entitled, but shall not be obligated, to make any such payment or to do any such act or thing, or to incur any such liability, all on behalf of and at the cost
and for the account of Landlord. In such event, the amount thereof with interest thereon at the Default Rate, shall be collectable on demand. 


 
 

SECTION 23
  DEFAULT    
  


      23.1  Tenant
shall be in default of this Lease if: 



    23.1.1  Tenant
shall fail to make timely and full payment of any sum of money required to be paid hereunder and such failure continues for ten (10) days after written
notice thereof from Landlord; 


    23.1.2  Tenant
shall fail to perform any other term, covenant or condition of Tenant contained in this Lease, and such failure continues for thirty (30) days after
written notice thereof from Landlord; provided, however, that if such failure is impossible to correct within thirty (30) days Tenant shall not be deemed in default if Tenant commences
correction within said thirty (30) day period, and diligently pursues such correction to completion; 


    23.1.3  At
any time after the Hotel opens for business, Tenant should cease operations of the Hotel; 


    23.1.4  There
is filed any petition in bankruptcy or Tenant is adjudicated a bankrupt or insolvent, or there is appointed a receiver or trustee to take possession of Tenant
or of all or substantially all of the assets of Tenant, or there is a general assignment by Tenant for the benefit of creditors, or any action is taken by or against Tenant under any state of federal
insolvency or bankruptcy act, or any similar law now or hereafter in effect; or 




      23.2  In
the event of a default, in addition to any other rights or remedies provided for herein or at law or in equity, Landlord, at its sole option, shall have the
following rights: 



    23.2.1  The
right to declare the Lease Term ended and to terminate all of the rights of Tenant in and to the Premises; 


    23.2.2  Pursuant
to its rights of re-entry, Landlord may, but shall not be obligated to (i) remove all persons from the Premises, (ii) remove all
property therefrom, and (iii) enforce any rights Landlord may have against said property or store the same in any warehouse or elsewhere at the cost and for the account of Tenant. Tenant agrees
to hold Landlord free and harmless of any liability whatsoever for the removal
and/or storage of any such property, whether of Tenant or any third party whomsoever, except for damage caused by the willful misconduct or gross negligence of Landlord, its agents or subcontractors. 



    23.2.3  Anything
contained herein to the contrary notwithstanding, Landlord shall not be deemed to have terminated this Lease or the liability of Tenant to pay any rent or
other sum of money accruing hereunder, by any such re-entry, or by any action in unlawful detainer or otherwise to obtain possession of the Premises, unless Landlord shall specifically
notify Tenant in writing that it has so elected to terminate this Lease. 



13





 




    23.2.4  In
any action brought by Landlord to enforce any of its rights under or arising from this Lease, Landlord shall be entitled to receive its reasonable costs and legal
expenses, including reasonable attorneys' fees, whether such action is prosecuted to judgment or not. 




      23.4  The
waiver by Landlord of any breach of this Lease by Tenant shall not be a waiver of any preceding or subsequent breach of this Lease by Tenant. The subsequent
acceptance of rent or any other payment hereunder by Landlord shall not be construed to be a waiver of any preceding breach of this Lease by Tenant. No payment by Tenant or receipt by Landlord of a
lesser amount than the rent herein provided shall be deemed to be other than on account of the earliest rent due and payable hereunder. 


 
 

SECTION 24
  MISCELLANEOUS    
  


      24.1  Tenant,
upon paying the rentals and other payments herein required and upon performance of all of the terms, covenants and conditions of this Lease on its part to be
kept, may quietly have, hold and enjoy the Premises during the Lease Term without any disturbance from Landlord or from any other person claiming through Landlord, except as expressly provided
otherwise in this Lease. 


      24.2  In
the event of any sale or exchange of the Premises by Landlord, Landlord shall be, and is, hereby relieved of all liability under and all of its covenants and
obligations contained in or derived from this Lease from and after the date of sale or exchange. Tenant agrees to attorn to such purchaser or transferee, provided that such purchaser or transferee
agrees to be bound as Landlord under all of the terms and conditions of this Lease. Any sale of the Premises by Landlord shall be subject to this Lease. 


      24.3  It
is agreed that in the event Landlord fails or refuses to perform any of the provisions, covenants or conditions of this Lease, Tenant, prior to exercising any right
or remedy Tenant may have against Landlord, shall give written notice to Landlord of such default, specifying in said notice the default with which Landlord is charged and Landlord shall not be deemed
in default if the same is cured within thirty (30) days of receipt of said notice. Notwithstanding any other provision hereof, Tenant agrees that if the default is of such a nature that the
same can be rectified or cured by Landlord, but cannot with reasonable diligence be rectified or cured within that thirty (30) day period, then such default shall be deemed to be rectified or
cured if Landlord within that thirty (30) day period shall commence the rectification and curing thereof and shall continue thereafter with all due diligence to cause such rectification and
curing to proceed. 


      24.4  Neither
party shall be in breach of this Lease if it fails to perform as required hereunder due to labor disputes, civil commotion, war, warlike operation, sabotage,
governmental regulations or control, fire or other casualty, inability to obtain any materials, or other causes beyond such party's reasonable control (financial inability excepted); provided,
however, that nothing contained herein shall excuse Tenant from the prompt payment of any rent or charge required of Tenant hereunder. 


      24.5  Any
and all notices and demands required or desired to be given hereunder shall be in writing and shall be validly given or made (and effective) if served personally,
delivered by a nationally recognized overnight courier service, or faxed and deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, to the following
addresses: 



	If to Landlord:	 	Valvino Lamore, LLC

3145 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: Legal Department

Telephone: 702-733-4444

Facsimile: 702-791-0167




14





 


	

If to Tenant:	
 	

Wynn Las Vegas, LLC

3145 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: Legal Department

Telephone: 702-733-4556

Facsimile: 702-733-4596






        Either
party may change its address for the purpose of receiving notices by providing written notice to the other. 


      24.6  The
various rights, options, elections and remedies of Landlord contained in this Lease shall be cumulative and no one of them shall be construed as exclusive of any
other, or of any right, priority or remedy allowed or provided for by law and not expressly waived in this Lease. 


      24.7  The
terms, provisions, covenants and conditions contained in this Lease shall apply to, bind and inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, legal representatives, successors and assigns, as permitted in Section 17 hereof. 


      24.8  If
any term, covenant or condition of this Lease, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable,
all terms, covenants and conditions of this Lease, and all applications thereof, not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected,
impaired or invalidated thereby. 


      24.9  Time
is of the essence of this Lease and all of the terms, covenants and conditions hereof. 


    24.10  This
Lease contains the entire agreement between the parties and cannot be changed or terminated orally. 


    24.11  Nothing
contained herein shall be deemed to create any partnership, joint venture, agency or other relationship between Landlord and Tenant other than the relationship
of landlord and tenant. 


    24.12  The
captions are descriptive only and for convenience in reference to this Lease and in no way whatsoever define, limit or describe the scope or intent of this Lease
nor in any way affect this Lease. 


    24.13  The
laws of the State of Nevada shall govern the validity, construction, performance and effect of this Lease. Each party hereto consents to, and waives any objection
to, Clark County, Nevada as the proper and exclusive venue for any disputes arising out of or relating to this Lease or any alleged breach thereof. 


    24.14  In
the event Tenant now or hereafter shall consist of more than one person, firm, corporation or trust, then and in such event, all such persons, firms, corporations
or trusts shall be jointly and severally liable as Tenant hereunder. 


    24.15  This
Lease may not be recorded without Landlord's prior written consent. However, the parties agree to record a Memorandum of Lease in the form attached hereto as
Exhibit "D". A Memorandum of Termination of Lease in the form attached hereto as Exhibit "E" shall also be executed by the parties, shall be held by Landlord, and shall be recorded by
Landlord upon termination of the Lease. 


    24.16  All
necessary actions have been taken under the parties' organizational documents to authorize the individuals signing this Lease on behalf of the respective parties
to do so. 


    24.17  The
prevailing party in any action regarding this Lease shall be entitled to receive its costs and legal expenses including reasonable attorneys' fees, whether such
action is prosecuted to judgment or not. The parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the
other on any matters whatsoever 


15





 




arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises, and/or any claim of injury or damage. 


    24.18  Landlord
and Tenant each represent and warrant to the other that they have not entered into any written contractual arrangement with, or promised to pay any broker's
fee, finder's fee, commission or other similar compensation to, or otherwise agreed to compensate, any real estate agent or broker in connection with this transaction. Landlord and Tenant each agree
to indemnify, defend, save and hold the other harmless from and against all loss, cost and expense incurred by reason of the breach of the foregoing representation and warranty arising from any claim
for compensation founded upon or as a result of acts asserted to have been performed on their respective behalf. Such indemnification obligation shall survive any termination of the Lease. 


    24.19  This
Lease may be executed in one or more counterparts, all of which executed counterparts shall be deemed an original, but all of which, together, shall constitute
one and the same instrument. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. 


        [Signature page follows]


16





 

        IN
WITNESS WHEREOF, we have set forth our hands as of the 21st day of October, 2002. 



	"Landlord"	 	"Tenant"
	
Wynn Resorts Holdings, LLC

a Nevada limited liability company	
 	
Wynn Las Vegas, LLC

a Nevada limited liability company
	

By:	

Valvino Lamore, LLC, a Nevada limited liability company, its sole member	
 	

By:	

Wynn Resorts Holdings, LLC a Nevada limited liability company, its sole member
	

By:	

Wynn Resorts, Limited, a Nevada corporation, its sole member	
 	

By:	

Valvino Lamore, LLC a Nevada limited liability company, its sole member
	



 By:	



/s/  MARC H. RUBINSTEIN      
	
 	

By:	

Wynn Resorts, Limited, a Nevada corporation, its sole member
	Name:	Marc H. Rubinstein
	 	 	 
	Title:	Senior Vice President, General Counsel & Secretary	 	 	 
	 	 	 	By:	/s/  MARC H. RUBINSTEIN      

	 	 	 	Name:	Marc H. Rubinstein

	 	 	 	Title:	Senior Vice President, General Counsel & Secretary




17






  



 
 

SCHEDULE 1    
  



        1.    First Deed of Trust.    Amended and Restated Deed of Trust, Assignment of Rents and Leases, Security Agreement
and Fixture Filing made by Valvino Lamore, LLC, a Nevada limited liability company, as Trustor, to Nevada Title Company, a Nevada corporation, as Trustee, for the benefit of Deutsche Bank Trust
Company Americas, in its capacity as Administrative Agent for the benefit of the Banks, as Beneficiary; and 


        2.    Second Deed of Trust.    Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing
made by Valvino Lamore, LLC, a Nevada limited liability company, as Trustor, to Nevada Title Company, a Nevada corporation, as Trustee, for the benefit of Wells Fargo Bank, National
Association, in its capacity as the Mortgage Notes Indenture Trustee, as Beneficiary. 


        3.    Credit Agreement.    The Credit Agreement among Wynn Las Vegas, LLC, as the borrower, the several lenders
from time to time parties thereto, Deutsche Bank Securities Inc., as lead arranger and joint book running manager, Deutsche Bank Trust Company Americas, as administrative agent and swing line
lender, Banc of America Securities LLC, as lead arranger, joint book running manager and syndication agent, Bear Stearns & Co., Inc., as arranger and joint book running manager,
Bear Stearns Corporate Lending Inc., as joint documentation agent, Dresdner Bank AG, New York and Grand Cayman Branches, as arranger and joint documentation agent, and JPMorgan Chase Bank, as
joint documentation agent dated as of October 30, 2002. 


        4.    Mortgage Notes Indenture.    The Indenture dated as of October 30, 2002, for the 12.0% Second Mortgage
Notes Due 2010 by and among Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp., as joint and several obligors, and Desert Inn Water Company, LLC, Wynn Design & Development, LLC,
Wynn Resorts Holdings, LLC, Las Vegas Jet, LLC, World Travel, LLC, Palo, LLC, Valvino Lamore, LLC and Wynn Resorts, Limited as guarantors. 


1









QuickLinks



Exhibit 10.6


PARKING FACILITY LEASE between VALVINO LAMORE, LLC, Landlord and WYNN LAS VEGAS, LLC, Tenant Dated October 21, 2002

TABLE OF CONTENTS


PARKING FACILITY LEASE

WITNESSETH

SECTION 1 DEMISED PREMISES

SECTION 2 TERM

SECTION 3 RENT

SECTION 4 [INTENTIONALLY OMITTED]

SECTION 5 FINANCING

SECTION 6 USE OF STALLS

SECTION 7 ALTERATIONS AND IMPROVEMENTS

SECTION 8 UTILITIES

SECTION 9 TAXES

SECTION 10 [INTENTIONALLY OMITTED]

SECTION 11 MAINTENANCE AND REPAIRS

SECTION 12 LIENS

SECTION 13 INSURANCE

SECTION 14 DESTRUCTION OF THE PARKING FACILITY; CONDEMNATION

SECTION 15 INDEMNIFICATION

SECTION 16 SUBORDINATION

SECTION 17 ASSIGNMENT AND SUBLETTING

SECTION 18 LEASEHOLD FINANCING


SECTION 19 [INTENTIONALLY OMITTED]

SECTION 20 [INTENTIONALLY OMITTED]

SECTION 21 ESTOPPEL CERTIFICATE

SECTION 22 EXPENDITURES

SECTION 23 DEFAULT

SECTION 24 MISCELLANEOUS



SCHEDULE 1