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Exhibit 10.21    
  


 
 

PARENT GUARANTY    
  


        This PARENT GUARANTY, dated as of October 30, 2002 (this "Agreement"), is made by WYNN RESORTS, LIMITED, a
Nevada corporation ("Wynn Resorts"), in favor of Wells Fargo Bank Nevada National Association not in its individual capacity, but solely as Collateral
Agent (in such capacity, the "Collateral Agent"), the Arrangers (as defined in the Loan Agreement) and the Lenders (the  "Lenders") from time to time
parties to the Loan Agreement, dated as of October 30, 2002 (as amended, supplemented or otherwise modified from
time to time, the "Loan Agreement"), among Wynn Las Vegas, LLC, a Nevada limited liability company (the  "Borrower"), the Lenders and the Collateral Agent.



 
 

RECITALS    
  


        WHEREAS, pursuant to the Loan Agreement, the Lenders have severally agreed to make loans to the Borrower upon the
terms and subject to the conditions set forth therein; 


        WHEREAS, Wynn Resorts indirectly owns 100% of the Capital Stock of the Borrower; 



        WHEREAS, the proceeds of the loans under the Loan Agreement will be used, in part, to enable the Borrower to make valuable transfers to
one or more other Persons, each of which are directly or indirectly wholly-owned Subsidiaries of Wynn Resorts; 


        WHEREAS, Wynn Resorts will derive substantial direct and indirect benefit from the making of the loans under the Loan Agreement; and 


        WHEREAS, it is a condition precedent to the obligations of the Lenders to make their respective loans to the Borrower under the Loan
Agreement that Wynn Resorts shall have executed and delivered this Agreement to the Collateral Agent for the ratable benefit of the Secured Parties; 


        NOW, THEREFORE, in consideration of the premises and to induce the Lenders to enter into the Loan Agreement and to induce the Lenders to
make their respective loans to the Borrower thereunder, Wynn Resorts hereby agrees with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows: 


 
 

DEFINED TERMS    
  


        Section 1.1.    Definitions.    Any capitalized terms used in this Agreement which are not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Loan Agreement. 


        (b)  The
following terms shall have the following meanings: 


        "Borrower Obligations":    the collective reference to the Obligations of the Borrower. 


        "Guarantor Obligations":    with respect to Wynn Resorts, all obligations and liabilities of Wynn Resorts which may arise under
or in connection with this Agreement (including, without limitation, under Section 2) or any other Loan Document to which Wynn Resorts is a
party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements
of counsel to any Secured Party that are required to be paid by Wynn Resorts pursuant to the terms of this Agreement or any other Loan Document). 


        "Obligations":    (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of Wynn Resorts,
its Guarantor Obligations. 


        "Other Guarantors":    collectively, the Guarantors other than Wynn Resorts and any other Person who guaranties the Borrower
Obligations for the benefit of the Secured Parties. 


        "Secured Parties":    collectively, the Arranger, the Collateral Agent and the Lenders. 





 



        "Wynn Put Agreement":    the Agreement, dated as of June 13, 2002, among Stephen A. Wynn and Wynn Resorts, relating to
the Buy-Sell Agreement, dated as of June 13, 2002, among Stephen A. Wynn, Kazuo Okada, Aruze USA and Aruze Corp. 



        Section 1.2.    Other Definitional Provisions.    (a) The words "hereof," "herein,"
"hereto" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified. 


        (b)  The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. 



        (c)  The
expressions "payment in full," "paid in full" and any other similar terms or phrases when used herein with respect to
the Borrower Obligations shall mean the unconditional, final and irrevocable payment in full, in immediately available funds, of all of the Borrower Obligations. 


 
 

SECTION 2    
    
    GUARANTEE    
  



        Section 2.1.    Guarantee.    (a) Wynn Resorts hereby unconditionally and irrevocably, guarantees to the
Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Borrower Obligations. 


        (b)  The
guarantee contained in this Section 2 shall remain in full force and effect until payment in full of all
Borrower Obligations. 


        (c)  No
payment made by the Borrower, Wynn Resorts, any Other Guarantor or any other Person or received or collected by any Secured Party from the Borrower, Wynn Resorts, any
Other Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of
the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Wynn Resorts hereunder which shall, notwithstanding any such payment (other than any payment made by
Wynn Resorts in respect of the Obligations or any payment received or collected from Wynn Resorts in respect of the Obligations), remain liable for the Obligations up to the maximum liability of Wynn
Resorts hereunder until the Guarantor Obligations are paid in full. 



        Section 2.2.    Rights of Reimbursement, Contribution and Subrogation.    (a) In case any payment is made on
account of the Obligations by Wynn Resorts or is received or collected on account of the Obligations from Wynn Resorts or its property, Wynn Resorts may be entitled, subject to and upon payment in
full of the Obligations, (A) to demand and enforce reimbursement for the full amount of such payment from the Borrower and (B) to demand and enforce contribution in respect of such
payment from each Other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) Wynn
Resorts and each Other Guarantor pays its fair share of the unreimbursed portion of such payment. 


        (b)  [Reserved] 


        (c)  All
rights and claims arising under this Section 2.2 or based upon or relating to any other right of
reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of Wynn Resorts as to any payment on account of the Obligations made by it or received or
collected from its property shall be fully subordinated in all respects to the prior payment in full of all of the Obligations. Until payment in full of the Obligations, Wynn Resorts shall not demand
or receive any payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes
available to 


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Wynn Resorts in any bankruptcy case or receivership, insolvency or liquidation proceeding, such payment or distribution shall be delivered by the Person making such payment or distribution directly
to the Collateral Agent, for application to the payment of the Obligations. If any such payment or distribution is received by Wynn Resorts, it shall be held by Wynn Resorts in trust, as trustee of an
express trust for the benefit of the Secured Parties, and shall forthwith be transferred and delivered by Wynn Resorts to the Collateral Agent, in the exact form received and, if necessary, duly
endorsed. 


        (d)  The
obligations of Wynn Resorts under this Agreement, including its liability for the Obligations, are not contingent upon the validity, legality, enforceability,
collectibility or sufficiency of any right of
reimbursement, contribution or subrogation arising under this Section 2.2. The invalidity, insufficiency, unenforceability or uncollectibility of
any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Secured Party against Wynn Resorts or its
property. The Secured Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to
any such right. 


        (e)  Wynn
Resorts reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any Other Guarantor, but
(i) the exercise and enforcement of such rights shall be subject to Section 2.2 and (ii) neither the Collateral Agent nor any other
Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except as provided in Section 2.2(c). 



        (f)    Wynn
Resorts waives any right or claims of right to cause a marshalling of the Borrower's, Wynn Resorts' or any Other Guarantor's assets or to proceed against Wynn
Resorts, the Borrower or any Other Guarantor in any particular order, including, but not limited to, any right arising out of Nevada Revised Statutes 40.430. 


        Section 2.3.    Amendments, etc. with respect to the Borrower Obligations.    Wynn Resorts shall remain
obligated hereunder notwithstanding that, without any reservation of rights against any Other Guarantor and without notice to or further assent by any such guarantor, any demand for payment of any of
the Borrower Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other
Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, increased,
extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and the Loan Agreement and the other Loan Documents and any other documents executed and
delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Collateral Agent (or the requisite Lenders under the Loan Agreement or all Lenders,
as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by any Secured Party for the payment of the Borrower Obligations
may be sold, exchanged, waived, surrendered or released. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower
Obligations or for the guarantee contained in this Section 2 or any property subject thereto. 


        Section 2.4.    Guarantee Absolute and Unconditional.    Wynn Resorts waives any and all notice of the
creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this  Section 2 or acceptance of
the guarantee contained in this Section 2; the Borrower
Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this  Section 2; and all dealings between the Borrower and Wynn Resorts or any of the Other Guarantors, on the one hand, and the Secured Parties, on
the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the 


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guarantee contained in this Section 2. Wynn Resorts waives diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon the Borrower, Wynn Resorts or any of the Other Guarantors. Wynn Resorts understands and agrees that the guarantee contained in this  Section 2 shall be construed as a
continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the
validity or enforceability of the Loan Agreement or any other Loan Document, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance hereunder) which may at
any time be available to or be asserted by the Borrower or any other Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the
Borrower or Wynn Resorts) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of Wynn Resorts under the guarantee
contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and
remedies hereunder against Wynn Resorts, any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the
Borrower, any Other Guarantor or any other Person or against any guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any
such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Other Guarantor or any other Person or to realize upon any such guarantee or to exercise any such
right of offset, or any release of the Borrower, any Other Guarantor or any other Person or any such guarantee or right of offset, shall not relieve Wynn Resorts of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against Wynn Resorts. For the purposes hereof "demand"
shall include the commencement and continuance of any legal proceedings. 


        Section 2.5.    Reinstatement.    The guarantee contained in this  Section 2 shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of any of the
Obligations is rescinded or must otherwise be restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, Wynn Resorts or any
Other Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower, Wynn Resorts or any Other Guarantor or any
substantial part of its property, or otherwise, all as though such payments had not been made. 


        Section 2.6.    Payments.    Wynn Resorts hereby guarantees that payments pursuant to  Sections 2.1 and 6.4 hereof will be paid to the Collateral Agent without set-off or
counterclaim in Dollars in immediately available funds at the office of the Collateral Agent specified in the Loan Agreement. 


 
 

SECTION 3    
    
    ASSURANCES    
  


        Section 3.1.    [Reserved]    


        Section 3.2.    Further Assurances.    Wynn Resorts shall execute and deliver such additional instruments,
certificates or documents, and take all such actions as may be reasonably required from time to time in order to (a) carry out more effectively the purposes of this Agreement, (b) ensure
that this Agreement has the ranking required under this Agreement; and (c) ensure that any of the rights granted or intended to be granted to the Secured Parties under this Agreement or under
any other instrument executed in connection therewith or granted to Wynn Resorts thereunder or under any other instrument executed in connection therewith are protected and enforced. 


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SECTION 4    
    
    SEPARATENESS    
  


        Wynn Resorts hereby agrees that, for so long as there continues to be any outstanding Borrower Obligations, it shall comply with each of the following: 



        (a)  Wynn
Resorts shall not conduct business in the name of any of the Loan Parties or the Completion Guarantor (collectively, the "Wynn Group
Members"), nor shall it refer to any of the Wynn Group Members as a division, department or other subdivision of Wynn Resorts that is not recognized as a separate and distinct
legal entity under applicable law. Wynn Resorts shall have separate stationery, invoices and checks in its own name and shall observe all organizational formalities. Wynn Resorts shall not refer to
employees of a Wynn Group Member as employees of Wynn Resorts or of any Affiliate of Wynn Resorts that is not a Wynn Group Member. Wynn Resorts shall maintain arms'-length relationships with the Wynn
Group Members, except for management fees, distributions and other specific transactions, to the extent expressly permitted by the Loan Documents. Wynn Resorts shall maintain adequate capital in light
of its contemplated business purpose, transactions and liabilities. Wynn Resorts shall not commingle its funds with those of the Wynn Group Entities, and in all transactions involving the Wynn Group
Entities and Wynn Resorts, the separate funds of each of the Wynn Group Members and Wynn Resorts shall be clearly traceable. The assets of Wynn Resorts shall remain identifiably separate from those of
the Wynn Group Members such that there will be no material difficulty in segregating the assets of the Wynn Group Members from those of Wynn Resorts. 


        (b)  Wynn
Resorts shall not hold out the Wynn Group Members to be other than legal entities separate and distinct from Wynn Resorts, and Wynn Resorts shall not hold out that
the assets of the Wynn Group Members are available to satisfy the liabilities of Wynn Resorts. In any communications with creditors of Wynn Resorts that refer in any way directly or indirectly to the
assets, liabilities, operations or results from operations of the Wynn Group Members, Wynn Resorts shall ensure that such
communications accurately describe the separate existence of the Wynn Group Members and the fact that the assets of the Wynn Group Members are not available to satisfy the liabilities of Wynn Resorts. 


        (c)  Wynn
Resorts shall maintain books, records and accounts separate and apart from each of the Wynn Group Members. In any consolidated financial statements of Wynn Resorts
that refer to assets, liabilities, operations or results from operations of the Wynn Group Members, Wynn Resorts shall, in footnotes or otherwise, describe the assets, liabilities, operations and
results from operations of the Wynn Group Members separately from those of Wynn Resorts and further shall note that (i) each Wynn Group Member is organized as a legal entity separate and
distinct from Wynn Resorts, (ii) there is no agreement or other arrangement or relationship under which or pursuant to which the assets of a Wynn Group Member have been pledged or otherwise
made available to satisfy the obligations of Wynn Resorts or any of its Affiliates that are not Wynn Group Members and (iii) each Wynn Group Member has issued or guaranteed indebtedness that is
secured by Liens on substantially all of the assets of said Wynn Group Member (except as otherwise permitted by the terms of the Loan Documents). 


        (d)  In
addition to the foregoing, Wynn Resorts shall not take any other action that would reasonably be expected to call into question the separate identity of each Wynn
Group Member from Wynn Resorts, or to create or increase any risk that the assets of any Wynn Group Member will be consolidated with those of Wynn Resorts or any other Person (other than another Wynn
Group Member) under applicable federal or state bankruptcy or insolvency law. 



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SECTION 5    
    
    WYNN PUT AGREEMENT    
  



        Wynn Resorts hereby agrees that it shall not amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change
to, or otherwise fail to enforce, or terminate or abandon, any of the provisions of the Wynn Put Agreement, if such amendment, modification, waiver or other change, failure to enforce, termination or
abandonment (individually or collectively with all such amendments, modifications, waivers and other changes, failures to enforce, terminations or abandonments taken as a whole) would (a) have
a material adverse affect on the ability of the Borrower or any other Loan Party to develop, construct or operate the Project, (b) cause the Completion Date to occur or result in that date
occurring after the Scheduled Completion Deadline, (c) materially impair the rights or remedies of the Lenders or (d) materially impair the development, use or operation of the Project.
Notwithstanding the provisions of this Agreement, in no event shall Wynn Resorts be required, by reason of this Agreement, to become a Loan Party or otherwise to become subject to the restrictive
covenants or other terms of the Loan Agreement. 


 
 

SECTION 6    
    
    MISCELLANEOUS    
  


        Section 6.1.    Amendments in Writing.    None of the terms or provisions of this Agreement may be waived,
amended, supplemented or otherwise modified except in accordance with Section 13.5 of the Loan Agreement. 


        Section 6.2.    Notices.    All notices, requests and demands to or upon the Collateral Agent or Wynn Resorts
hereunder shall be effected in the manner provided for in Section 13.6 of the Loan Agreement; provided that any such notice, request or demand to
or upon Wynn Resorts shall be addressed to Wynn Resorts at its notice address set forth below: 




Wynn
Resorts, Limited

c/o Wynn Resorts, LLC

3145 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attn: Mr. Marc H. Rubinstein

            Sr. Vice President & General Counsel

Phone: (702) 733-4556

Fax:      (702) 733-4596 





        Section 6.3.    No Waiver by Course of Conduct; Cumulative Remedies.    No Secured Party shall by any act
(except by a written instrument pursuant to Section 6.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall
operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Secured Party would otherwise have on
any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 


        Section 6.4.    Enforcement Expenses; Indemnification.    (a) Wynn Resorts agrees to pay or reimburse each
Secured Party for all its costs and expenses incurred in collecting against Wynn Resorts under the guarantee contained in Section 2 or otherwise
enforcing or preserving any rights under this Agreement, 


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including, without limitation, the fees and disbursements of counsel to each Secured Party and of counsel to the Collateral Agent. 


        (b)  Wynn
Resorts agrees to pay, and to save the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower
would be required to do so pursuant to Section 12 of the Loan Agreement. 



        (c)  The
agreements in this Section 6.4 shall survive repayment of the Borrower Obligations and all other amounts
payable under the Loan Agreement and the other Loan Documents. 


        (d)  Wynn
Resorts agrees that the provisions of Section 12.2 of the Loan Agreement are hereby incorporated herein by reference, mutatis
mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein. 


        Section 6.5.    Successors and Assigns.    This Agreement shall be binding upon the successors and assigns of
Wynn Resorts and shall inure to the benefit of the Secured Parties and their successors and assigns; provided, that Wynn Resorts may not assign,
transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent. 


        Section 6.6.    Set-Off.    Wynn Resorts hereby irrevocably authorizes each Secured Party at any
time and from time to time while an Event of Default shall have occurred and be continuing, without notice to Wynn Resorts or any Other Guarantor, any such notice being expressly waived by Wynn
Resorts, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Secured Party to or for the credit or the account of
Wynn Resorts, or any part thereof in such amounts as such Secured Party may elect, against and on account of the obligations and liabilities of Wynn Resorts to such Secured Party hereunder and claims
of every nature and description of such Secured Party against Wynn Resorts, in any currency, whether arising hereunder or otherwise, as such Secured Party may elect, whether or not any Secured Party
has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Each Secured Party shall notify Wynn Resorts promptly of any such
set-off and the application made by such Secured Party of the proceeds thereof, provided that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Secured Party under this Section are in addition to other rights and remedies (including, without limitation, other
rights of set-off) which such Secured Party may have. 


        Section 6.7.    Representations and Warranties.    Wynn Resorts hereby represents and warrants as follows:
(a) Wynn Resorts has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) the execution, delivery and
performance by Wynn Resorts of this Agreement have been duly approved by all necessary corporate action of Wynn Resorts and no other corporate proceedings on the part of Wynn Resorts are necessary to
consummate the transactions contemplated by this Agreement, (c) this Agreement has been duly executed and delivered by Wynn Resorts and (d) this Agreement is the legal, valid and binding
obligation of Wynn Resorts, enforceable against Wynn Resorts in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 


        Section 6.8.    Counterparts.    This Agreement may be executed by one or more of the parties to this Agreement
on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 


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        Section 6.9.    Severability.    Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 



        Section 6.10.    Section Headings.    The Section headings used in this Agreement are for convenience of
reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 


        Section 6.11.    Integration.    This Agreement represents the agreement of Wynn Resorts, the Collateral Agent
and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any Secured Party relative to subject
matter hereof and thereof not expressly set forth or referred to herein. 



        Section 6.12.    GOVERNING LAW.    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 


        Section 6.13.    Submission to Jurisdiction; Waivers.    Wynn Resorts hereby irrevocably and unconditionally: 



        (a)  submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition
and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof; 


        (b)  consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 


        (c)  agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to Wynn Resorts at its address referred to in Section 6.2 or at such other address of which the Collateral Agent
shall have been notified pursuant thereto; 


        (d)  agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and 


        (e)  waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages. 




        Section 6.14.    Acknowledgments.    Wynn Resorts hereby acknowledges that: 



        (a)  it
has been advised by counsel in the negotiation, execution and delivery of this Agreement; 


        (b)  no
Secured Party has any fiduciary relationship with or duty to Wynn Resorts arising out of or in connection with this Agreement, and the relationship between Wynn
Resorts, on the one hand, and the Secured Parties, on the other hand, in connection herewith or therewith is solely that of obligor/obligee; and 



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        (c)  no
joint venture is created hereby or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or between Wynn Resorts and the
Secured Parties. 




        Section 6.15.    Releases.    At such time as the Guarantor Obligations shall have been paid in full, this
Agreement and all obligations (other than those expressly stated to survive such termination) of Wynn Resorts hereunder shall terminate, all without delivery of any instrument or performance of any
act by any party. At the request and sole expense of Wynn Resorts following any such termination, the Collateral Agent shall execute and deliver to Wynn Resorts such documents as Wynn Resorts shall
reasonably request to evidence such termination. 


        Section 6.16.    WAIVER OF JURY TRIAL.    WYNN RESORTS AND THE SECURED PARTIES HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 


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        IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written. 



	 	 	WYNN RESORTS, LIMITED,

a Nevada corporation
	

 	
 	

By	
 	

/s/  MARC. H. RUBINSTEIN      

	 	 	 	 	Name:	 	Marc. H. Rubinstein

	 	 	 	 	Title:	 	Sr. Vice President, General Counsel and Secretary





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Exhibit 10.21


PARENT GUARANTY

RECITALS

DEFINED TERMS

SECTION 2 GUARANTEE

SECTION 3 ASSURANCES

SECTION 4 SEPARATENESS

SECTION 5 WYNN PUT AGREEMENT

SECTION 6 MISCELLANEOUS