(Page 138 of 181) W/si/2u02 24:00 FAK 946 203 “198 TRELE & MANELEA Boos tuyere 30:69 RAE 7027321798 WYNN RESORTS Roozsn0e AGREEMENT ‘This AGREEMENT (the "Agreement”), dated as of this |<} day of June, 2002, is ‘entered into by and between Stephen A. Wynn. an individual ("Wyma") and Wyan Resorts, Tited, a Nevada earporation (the “Company” WITNESSETH: ‘WHEREAS, concurrently herewith, Wynn, Kazuo Okads, an individual ("Okada"), Aruze USA, Ino,, 2 Neveds corporation ("Aruze"), and JAraze Corp., a Japanese public corporation ("Aruze Parent"), are enteriag into a Buy-Sell Agreement (the "Buy-Sell Agreement’); and WHEREAS, Wynn and the Company desire 1o enter into this Agreement to facilitate the inanaing of the Company and cesolve patemil fire issues related to the Coumpany's ability to obtain gaming Lcenses and comply with gaming laws. NOW, THEREFORE, in consideration of the foreyuing und the agreeusents set faut below, the patties hereto agree as follows: 1, Definitions. For purposes of th Agreement: (@) ‘TLC? means Valvinn Lamore, LLC, a Nevada limited liability company, (>) "Operating Agreement" means thet certain Amended and Restated Operating Agreement of the LLC, effective as of October 3, 2000, as amended and/or restated from time to time. (©) “Shares” means the shares of capital stock of the Company, (@)—"Stockbolders Agreement" means ther cerrain Stockholders Agrcemcat, dated as of April 1, 2002, by and among the members of the LLC, as it may be amended and/or resteted from time to tae, 2, Burebase of Arume's Shares, (2) Atleast 20 days Letbre the eailler of) the Wynn Notice Date wader Section 13(0) of the Buy-Sell Agreement ar (6) the last day of the period during which “Wynn can elect to purchace Anuze's Sharea under Section 3(a) of the Buy Sell Agreement, Wymn or his designee shall provide written notica to the Conapaay (the "Wyaa Bre-Notiee") of bis or his designec's intention to elect to purchase none, some, or all af Aruze’s Shares under Section 3(a) of the Buy-Sell Agrecsiont. @) TE inthe Wynn Pre-Notice, Wynn or his designee notifies the Company of an intention to elect to purchase less than al of Araze's Shares under Section 3(q) of the Buy-Sell Agreement, then the Company shall have 8 period, begining on the date of the Wynn Pre-Notice and ending 15 days thereafter,(Page 139 of 181) Loss/2uuz 2i:0u EAL 910 209 "198 RELL & MABELLA Bow —eena702 oreo Fax TozrsaaTss wie mesoers Beos-c0e 10 elect by written notice to Wynn to require Wynn or his designee to elect to pucchase all of Aruze's Shares under Section 3(a) of the Buy-Sell Agreement (©_Wynm shall have no obligation to offer the Company any opporinnity to porchasn any of drive's Shares under the Rry-Sell Agrmement at any time, @)_— Wyrm shall not agree to an amendment of the Buy-Sell Agreement that ‘would advertely affect hie iohts under the Buy-Sell Agreement to elect to purchase Anuze's Shares, (©) The Company shall take all eotions necessary or advisable to make the provisions of Nevada Revised Statutes 78.378 to 78.3795, inchusive, inapplicable to the acquisition of Anuze’s Shares by Wynn or his designee under the Buy-Sell Agreement. The Company stall also take alt actions necessary n¢ advisable to make inapplicable any other similar provistons of lav, tho Company's anioles or bylaves or any stockholder rights or other ‘Company plan or enrengement, whether now existing ar hereafter enacted or adopted, that would deny tights, privileges, power or authority to Wynn or his designee as a result of, or with spect (0, ihe acquisition of shares vader the Buy-Sell Agreement, Essiow, The Company ayroca to hold in excauw all Shutes owned by Aruze, Amaze Paveal, Okade, or any transferee of any of thesn 10 secure their obligations ules the Buy-Sell Agreonent, tageiber with executed stouk powers and such other docaments as ony be tequlred 10 effect dhe sale uf Skates eoutemplated thereunder, Tlfecgive Tse: Pensiuation of Pulor Aguessmenty. This Agrecment shall como offective ahen the members ofthe TLC conmihine their interests in the TC to the ‘Company in exchange for Shares th the Company. This Agreement constitutes the entire agreement between the parties with recpect to the subject matter hereof end Supersedes al other prior agreements and tnderstandings, both witten ae ora, between the parties with respect to the subject matter heron ‘Miscellaneous. (@) Conflicts. In the event of a conflict between the terms and conditions ofthis ‘Agreement and the terms and conditions of the Operating Agreement or the ‘Stockholders Agreement, the terms and conditlone of this Agreement shall eontrol (®) Ether Ashuaners, Bach panty hereto agreas to cooperate withthe other pany by executing rach other documents and taking ouch other actions a3 Iay be necessary or appropriate o carry out the provisions of ths ‘Agree, (©) Amendments, This Agreement may act be emended except by 2 written agreement executed by all.of the parties.(Page 140 of 181) AUsiLr2uu2 24:01 FAK 910 209 TL98 TREGL & MAKELLA Bort ,90/2002 10:98 Fax TozvasaTss EN RESORTS Bevsrovs © © o @ &) ® Legend. The Company agrees to imprint on et cortifeates representing Shares owned by Anum of any trapsfores the reztrictive legend set forth in Section 7(d) of the Buy-Sell Agreoment (in addition to any other legend requlced by applicable laws). ‘Transfoss in Violation Void, /Any transfer of any Shares in vielation of the Buy Sell Agreement shal be null and vaid ab initio, sad tho Cotmpany shall not give efftet to my auch transfer. Notices, Any and all noticns, requests, claims, demands aad other comamasicstions by any party hereto to any other party, required or desired to be given hereunder, sall be in-oniting and shall be deemed validly given and received (if served pecsonally, (i) if delivered by a nationally recognized overnight courier secvice, such a9 Federal Express, providing proof of delivery, (i) if sent by telegram. telex, or telecopy, o€ (iv) three days after it is posted with the United States Postal Servico ift is seat vie ceriffed mail, eburn reccipt requested, postage prepaid. All communications hereunder shall be delivered to the respective parties at the following addresses: Itto Wyne: MM. Stephen A. Wynn clo Wynn Resorts, Limited 3149 Las Veges Boulevard South Las Vegas, Nevada a71u9 Facsimile: “702.791.0167 HEto the Company: Wynn Resons, Limited 3149 Las Vegas Boulevard South Les Vegns, Nevada 89109 Pacsicdle: 702.733.1596 ‘Attention: Legal Department fof to such other address as the party to whore notice is given may have previously fornished to the others in vriting in the manner set forth abave, Severability Tf any provision ot portion of ary provision of this Agreement is held to be invatid, Tegal or unenfirewable, such invalidity, legality oF unenforcmbility shall not affect any other provision or partion of exy provision in this Agreement Specific Performance, Bach of the parties acknowledges that a breach of this ‘Agreement will cause the other purty hereto to sustain dameges for which such other party would not have an adequate remedy at law for money damages, and therefoce each of the parties hereto agrecs that the parties shall ‘be entitled to the remedy of specific performance and other equitable relief ‘The laws of the Sta of Nevada applicable to contracts Inde in at Site, vihout giving effect tots confit oflaw rales, sal gover the validity, constouction, performance, and effect ofthis Agreement. “3.(Page 141 of 181) LO/L1/2002 22:01 FAX SU 209 7288 IMELL & WAKELLA Bore Loavrex saree ran rozrasares ray RESORTS Boosrece @ — Sutlsdiction. Each party hereby irrevocably submits to the exclusive: eo juvisdiatioa and veaze of tho state cours ofthe State of Nevada in any proceeding ising in connection with this Agreement. Fach party herets hereby waives any right to a tral hy jury im connection with any evel acon, suit ar proceeding, Counterparts, This Agreement may be mercued in counterparts, cach of ‘which ahall be deemed to be es original, but all of which, taken tngether, shell constitute one and the same Agreement. This-Agreement shall not be effective as to any pacty hercto until such time as thit Agreement or & counterpart thereof bas been executed and delivered by each party hereto, [SIGNATURES BEGIN ON FOLLOWING PAGE](Page 142 of 181) 20/11/2002 21:01 FAX 910 209 “190 IRELL & HARELLA Bora 1 aseger9e_aaoe pan qyerssaros HAN eSORTS uoesv08 IN WITNESS WHLIREOF, this Agreement has been duly executed and delivered by ‘Wynn and a duly authorized officer ofthe Company on the dey and year rst writen above, Steph AW WYNN RESORTS, LIMITED, a Nevada corporationExhibit 9 Exhibit 9