Exhibit 10.1
WAIVER AND CONSENT
This WAIVER AND
CONSENT (this "Waiver and Consent"), dated as of the 13th day of
August, 2009, is entered into by and between Stephen A. Wynn
("Wynn"), an individual, and Aruze USA, Inc., a Nevada corporation
("Aruze").
Reference is made
to that certain Stockholders Agreement, entered into as of April
11, 2002, among Wynn, Aruze and Baron, as amended by that certain
Amendment to Stockholders Agreement, entered into as of November 8,
2006, between Wynn and Aruze, and Waiver and Consent dated as of
July 31, 2009 (as amended, the "Stockholders
Agreement"). Capitalized terms not otherwise defined
herein shall have respective meanings ascribed to such terms in the
Stockholders Agreement.
RECITALS
WHEREAS, Section
2(e) of the Stockholders Agreement provides that neither party has
the right to Transfer any Shares without the prior written consent
of the other; and
WHEREAS, each party
has consented to the transfer by the other of up to 2 million
Shares; and
WHEREAS, Section 9
of the Stockholders Agreement provides for a right of first refusal
in favor of the non-transferring Stockholders in the event any
Stockholder wishes to Transfer any or all of its Shares to any
Person other than a Permitted Transferee and who receives a bona
fide offer from any Person who is not a Prohibited Transferee for
the pu
