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Exhibit 10.5    
  


 
 

FOURTH AMENDMENT TO ASSET AND
  LAND PURCHASE AGREEMENT    
  


        This FOURTH AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT ("Fourth Amendment") is executed as of the 27th day of
October, 2000 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SHERATON GAMING CORPORATION and SHERATON SGC SUB CORPORATION (f/k/a SHERATION DESERT INN CORPORATION) (collectively,
"Sellers") and VALVINO LAMORE, LLC ("VL"), STEPHEN A. WYNN
("Wynn"), RAMBAS MARKETING CO., LLC. ("Rambas") and DESERT INN WATER COMPANY, LLC
("DIWC"; together with Rambas, Wynn and VL, the "Purchaser"). 


RECITALS  


        A.    Sellers
and Purchaser executed that certain Asset and Land Purchase Agreement dated as of April 28, 2000 pursuant to which Sellers agreed to sell and Purchaser
agreed to purchase The Desert Inn Hotel and Casino and other related assets (the "Original Purchase Agreement"). 


        B.    The
Original Purchase Agreement was amended by (i) a First Amendment to Asset and Land Purchase Agreement, executed as of May 26, 2000 (the "First
Amendment"), (ii) a Second Amendment to Asset and Land Purchase Agreement, executed as of June 16, 2000 (the "Second Amendment"), and
(iii) a Third Amendment to Asset and Land Purchase Agreement, executed as of June 22, 2000 (the "Third Amendment"). The Original Purchase
Agreement as amended by the First Amendment, the Second Amendment and the Third Amendment is referred to herein as the "Purchase Agreement." 


        C.    Subsequent
to Closing, the parties found themselves in dispute concerning the calculation of Closing Net Working Capital. 


        D.    The
parties are nearing a resolution of their dispute concerning the calculation of Closing Net Working Capital and desire to extend certain timetables set forth in the
Purchase Agreement in order to provide additional time to finally resolve such dispute. 



        Now,
THEREFORE, in consideration of the foregoing Recitals, the covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows: 


AMENDMENT  


        1.    Capitalized
terms not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement. 



        2.    Pursuant
to Section 1.5(c) of the Purchase Agreement, if Sellers did not agree with Purchaser's calculation of the Closing Net Working Capital, Sellers were
entitled to a forty-five (45) day period after receipt of Purchaser's calculation of the Closing Net Working Capital to provide Purchaser with written notice of such disagreement.
The parties hereby amend the Purchase Agreement to provide that such forty-five (45) day period is extended to, and shall expire on, November 17, 2000. The remainder of the
dispute resolution provisions set forth in Section 1.5(c) of the Purchase Agreement shall remain in full force and effect. 



        3.    The
Purchase Agreement, as modified by this Fourth Amendment, shall continue in full force and effect, and this Fourth Amendment shall constitute a part of the Purchase
Agreement. All references in the Purchase Agreement to itself shall be deemed references to the Purchase Agreement as amended hereby. 


        4.    This
Fourth Amendment may be signed in one or more counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one
instrument. Facsimile copies hereof and facsimile signatures hereon shall have the force and effect of originals. 





 



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



	 	 	STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
	

 	
 	

By:	
 	

/s/ Thomas M. Smith

	 	 	 	 	Name:	 	Thomas M. Smith
	 	 	 	 	Title:	 	Senior Vice President
	

 	
 	

SHERATON GAMING CORPORATION
	

 	
 	

By:	
 	

/s/ Thomas M. Smith

	 	 	 	 	Name:	 	Thomas M. Smith
	 	 	 	 	Title:	 	Vice-President
	

 	
 	

SHERATON SGC SUB COPORATION (f/k/a SHERATON DESERT INN CORPORATION)
	

 	
 	

By:	
 	

/s/ Thomas M. Smith

	 	 	 	 	Name:	 	Thomas M. Smith
	 	 	 	 	Title:	 	President
	

 	
 	

Valvino Lamore, LLC
	

 	
 	

By:	
 	

/s/ Stephen A. Wynn

	 	 	 	 	Name:	 	Stephen A. Wynn
	 	 	 	 	Title:	 	Manager
	

 	
 	

/s/ Stephen A. Wynn
 Stephen A. Wynn, an individual
	

 	
 	

Desert Inn Water Company, LLC
	

 	
 	

By:	
 	

/s/ Stephen A. Wynn

	 	 	 	 	Name:	 	Stephen A. Wynn
	 	 	 	 	Title:	 	Sole Member
	

 	
 	

Rambas Marketing Co., LLC
	

 	
 	

By:	
 	

Valvino Lamore, LLC
	 	 	 	 	Its:	 	Sole Member
	

 	
 	

 	
 	

By:	
 	

/s/ Stephen A. Wynn

	 	 	 	 	 	 	Name:	 	Stephen A. Wynn
	 	 	 	 	 	 	Title:	 	Manager




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Exhibit 10.5


FOURTH AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT