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Exhibit 10.3    
  


 
 

SECOND AMENDMENT TO ASSET AND
  LAND PURCHASE AGREEMENT    
  


        This SECOND AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT ("Second Amendment") is executed as of the 16th day of
June, 2000 by and among STARWOOD HOTELS & RESORTS WORLDWIDE, INC., SHERATON GAMING CORPORATION and SHERATON DESERT INN CORPORATION (collectively,
"Sellers") and VALVINO LAMORE, LLC, STEPHEN A. WYNN, RAMBAS MARKETING CO., LLC., a Nevada limited liability company
("Rambas") and DESERT INN WATER COMPANY, LLC, a Nevada limited liability company (collectively,
"Purchaser"). 


RECITALS  


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


        B.    The
Original Purchaser Agreement was amended by a First Amendment to Asset and Land Purchase Agreement, executed as of May 26, 2000 (the
"First Amendment," and together with the Original Purchase Agreement, the "Amended Agreement") and was
partially assigned to Rambas and DIWC pursuant to Assignment and Assumption Agreements. 


        C.    The
Sellers and Purchase desire to amend the provisions of Section 5.6 of the Amended Agreement as more fully set forth herein. 


AGREEMENT  


        NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the parties do hereby agree as follows: 



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



        2.    Section 5.6
of the Amended Agreement is amended hereby to add the following sentence at the end of such Section: 



"Notwithstanding
the foregoing, nothing contained in this Agreement shall be deemed or interpreted as preventing or inhibiting Purchaser or its affiliates from encumbering the assets with a deed of
trust and/or other security instruments in connection with the financing by Purchaser of the acquisition, ownership, operation or redevelopment of the Assets, or as preventing or prohibiting the
holder of such security from realizing thereon, and this Section 5.6 shall not be binding upon such holder or any successor of such holder (other than Purchaser or any affiliate of Purchaser)
following such realization." 




        3.    Pursuant
to Section 10.2 of the Purchase Agreement, the parties confirm their agreement that, for purposes of determining the real property transfer tax, the
portion of the Purchase Price allocable to the Real Property Assets is $188,454,742.86. 


        4.    The
second clause in the definition of Retained Liabilities contained in Section 11.1 of the Amended Agreement is hereby amended and restated as follows: 



"(ii) liabilities
arising from operations (whether presently or formerly conducted) of Parent and its respective Affiliates, other than the operations of the Companies, SDIC, SGC, or any of
their subsidiaries," 







 




        5.    The
Amended Agreement as modified by this Second Amendment shall continue in full force and effect and this Second Amendment shall constitute a part of the Amended
Agreement. All references in the Amended Agreement to itself shall be deemed to be references to the Amended Agreement as amended hereby and the Amended Agreement as amended hereby shall be referred
to as the "Agreement." 


        6.    This
Second Amendment may be signed in one or more counterparts, which, together, shall constitute a single document. 




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



	 	 	STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
	



	
 	

 	

 	

 
	 	 	By:	/s/  THOMAS SMITH      

	 	 	 	Name:	Thomas Smith
	 	 	 	Title:	Senior Vice-President
	



	
 	

 	

 	

 
	 	 	SHERATON GAMING CORPORATION
	



	
 	

 	

 	

 
	 	 	By:	/s/  THOMAS SMITH      

	 	 	 	Name:	Thomas Smith
	 	 	 	Title:	Vice-President
	



	
 	

 	

 	

 
	 	 	SHERATON DESERT INN CORPORATION
	



	
 	

 	

 	

 
	 	 	By:	/s/  MARK LEFEVER      

	 	 	 	Name:	Mark Lefever
	 	 	 	Title:	Vice President
	



	
 	

 	

 	

 
	 	 	VALVINO LAMORE, LLC
	



	
 	

By:	

/s/  STEPHEN A. WYNN      

	 	 	 	Name:	Stephen A. Wynn
	 	 	 	Title:	Sole Member
	



	
 	

 	

 	

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



	
 	

 	

 	

 
	 	 	DESERT INN WATER COMPANY, LLC,

a Nevada limited liability company
	



	
 	

 	

 	

 
	 	 	By:	/s/  STEPHEN A. WYNN      

	 	 	 	Name:	Stephen A. Wynn
	 	 	 	Title:	Sole Member




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	 	 	RAMBAS MARKETING CO., LLC,

a Nevada limited liability company
	



	
 	

 	

 	

 	

 
	 	 	By:	VALVINO LAMORE, LLC

Its: Sole Member
	



	
 	

 	

 	

 	

 
	 	 	 	By:	/s/  STEPHEN A. WYNN      

	 	 	 	 	Name:	Stephen A. Wynn
	 	 	 	 	Title:	Member




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Exhibit 10.3


SECOND AMENDMENT TO ASSET AND LAND PURCHASE AGREEMENT