EXHIBIT 10.15
LEASE TERMINATION AGREEMENT
This Lease Termination Agreement ("Agreement") is entered into as of
______________, 2000 (the "Effective Date"), by and between ALADDIN GAMING, LLC,
a Nevada limited liability company (the "Lessor") and ALADDIN BAZAAR, LLC, a
Delaware limited liability company (the "Lessee"), based upon the following
recitals.
WHEREAS, Lessor is the owner in fee simple of certain real property
located at 3667 Las Vegas Boulevard South, Clark County, Nevada; and
WHEREAS, Lessor and Lessee did enter into that certain Lease, dated as
of February 26, 1998, by and between Lessor and Lessee (the "Lease"), whereby
Lessor did lease to Lessee and Lessee did lease from Lessor the Demised Premises
(as defined therein); and
WHEREAS, Lessor and Lessee wish to give effect to Section 1.3(iii) of
the Lease as well as to Section 7.1.19(b), of that certain Credit Agreement,
dated as of February 26, 1998 (as amended to date), by and among Lessor, Various
Financial Institutions, The Bank of Nova Scotia and Merrill Lynch Capital
Corporation, which provides, among other things, that after the Demised Premises
are created as a separate legal parcel, Lessor and Lessee shall terminate the
Lease in connection with the transfer of fee simple title to the Demised
Premises to Lessee.
NOW, THEREFORE, in consideration of the terms, covenants, conditions
and provisions hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree to terminate the Lease, subject to the following terms and conditions:
1. TERMINATION OF LEASE. As of the Effective Date, and subject to the
rights and obligations of the parties as set forth herein, the Lease shall be
terminated and of no further force or effect. Notwithstanding the foregoing, the
termination of the Lease shall be expressly conditioned (which conditions are
conditions precedent) as follows:
(a) This Agreement shall be fully executed by the
parties; and
(b) Fee simple title to the Demised Premises shall be
conveyed to Lessee; and
(c) Lessee shall have paid in full, as of the Effective
Date, all rents of any kind and other fees and
charges due and owing under the Lease, including
without limitation Lessee's portion of all taxes,
assessments (general and special), utilities and
expenses.
2. REPRESENTATIONS AND WARRANTIES OF LESSOR. Lessor hereby represents
and warrants, which representations and warranties shall be true and correct as
of the Effective Date (unless otherwise specified below):
(a) That Lessor is the fee simple owner of the Demised
Premises and is the Lessor under the Lease.
(b) That the execution, delivery and performance of this
Agreement by Lessor will not, with or without the
giving of notice and/or the passage of time, violate
or constitute a default under any provision of law,
any administrative regulation or any judicial,
administrative or arbitration order, award, judgment
or decree applicable to Lessor or the Demised
Premises or conflict with any other agreement or
obligation by which Lessor or the Demised Premises
are bound.
(c) That there are no actions or claims pending or to
Lessor's knowledge threatened before any court,
governmental agency, arbitrator or other tribunal
which would prevent Lessor from completing the
transactions provided herein in accordance with the
terms of this Agreement.
3. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee hereby represents
and warrants, which representations and warranties shall be true and correct as
of the Effective Date:
(a) That Lessee is the lessee of the Demised Premises and
has not heretofore assigned, transferred or sublet
its interest under the Lease, except as provided for
in the Lease.
(b) That the execution, delivery and performance of this
Agreement by Lessee will not, with or without the
giving of notice and/or the passage of time, violate
or constitute a default under any provision of law,
any administrative regulation or any judicial,
administrative or arbitration order, award, judgment
or decree applicable to Lessee or the Demised
Premises or conflict with, violate, result in a
breach or termination of or cause a default under any
other agreement or obligation by which Lessee or the
Demised Premises are bound.
(c) That there are no actions or claims pending or to
Lessee's knowledge threatened before any court,
governmental agency, arbitrator or other tribunal
which would prevent Lessee from completing the
transactions provided herein in accordance with the
terms of this Agreement.
4. SURVIVAL PROVISIONS. All Lease provisions, including without
limitation Article IV (Surrender of Premises), which state that they shall
survive the termination of the Lease, shall, notwithstanding this Agreement,
survive as set forth in the Lease.
5. INDEMNIFICATIONS. From and after the Effective Date, Lessee shall
indemnify, defend and hold Lessor harmless from and against any and all demands,
liabilities, judgments or expenses (including without limitation attorneys' fees
and expenses) arising out of or relating to Lessee's possession and/or use of
the Demised Premises under the Lease prior to the Effective Date. From and after
the execution hereof by both parties, each party shall indemnify, defend and
hold the other party harmless from and against any and all claims, demands,
liabilities, judgments or expenses (including without limitation attorneys' fees
and expenses) arising out of
or resulting from said party's breach of any of its representations, warranties
or covenants set forth herein. The indemnifications set forth herein shall
survive indefinitely irrespective of any other limitation of liability contained
herein or in law or equity.
6. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties with respect to the termination of the lease and shall be
binding upon and inure to the benefit of the parties hereto and their respective
legal representatives, successors and assigns, and may not be waived, modified,
or amended, except in a writing signed in advance by all of the parties hereto.
7. SEVERABILITY. The invalidity of any provision of this Agreement, or
portion of a provision, shall not affect the validity of any other provision of
this Agreement, or the remaining portion of the applicable provision.
8. GOVERNING LAW. This Agreement shall be governed and controlled as to
validity, enforcement, interpretation, construction, effect and in all other
respects by the internal laws of the State of Nevada applicable to contracts
made in that State.
9. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement, express or
implied, is intended to confer on any person other than the parties hereto and
their respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, including without limitation
third party beneficiary rights.
10. TIME OF ESSENCE. Time is of the essence of this Agreement and of
all of the terms and conditions hereof.
11. COUNTERPARTS. This Agreement may be executed in multiple
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 hereto have executed this Agreement the
day and year first above-written.
"Lessor"
ALADDIN GAMING, LLC,
a Nevada limited liability company
By:
----------------------------------
Richard Goeglein
Its: President, CEO
[Signatures continue on next page]
"Lessee"
ALADDIN BAZAAR, LLC,
a Nevada limited liability company
By: Aladdin Bazaar Holdings, LLC,
a Nevada limited liability
company
Its: Member
By: Aladdin Management Corporation,
a Nevada corporation
Its: Manager
By:
-------------------------
Jack Sommer
Its: Vice President
By: TH Bazaar Centers Inc.,
a Delaware corporation
Its: Member
By:
-------------------------
Its:
-------------------------
By:
-------------------------
Its:
-------------------------