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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

/X/ Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2000

/ / Transition report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to

Commission file number 333-49715

ALADDIN GAMING ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nevada 88-0379695
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

3667 Las Vegas Boulevard South, Las Vegas, 89109
Nevada
(Address of principal executive offices) (Zip Code)

(702) 785-5555
(Registrant's telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / / Not applicable.

Indicate the number of shares outstanding of each of the registrants'
classes of common stock as of March 16, 2001: Class A Common Stock, no par
value, 2,000,000 shares authorized, 1,107,500 issued and Class B Common Stock,
non-voting, no par value, 8,000,000 shares authorized, 2,215,000 issued.

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

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PART I

ITEM 1. BUSINESS

GENERAL

Aladdin Gaming Enterprises, Inc., a Nevada corporation ("Gaming
Enterprises"), has no other business or activity other than its investment in
Aladdin Gaming Holdings, LLC ("Gaming Holdings") and Gaming Enterprises' sole
material asset is 25% of the common membership interests of Gaming Holdings
("Holdings Common Membership Interests"). Gaming Holdings is a holding company,
the material assets of which are 100% of the outstanding common membership
interests and 100% of the outstanding Series A preferred interests of Aladdin
Gaming, LLC ("Gaming"). Aladdin Capital Corp. ("Capital") is a wholly-owned
subsidiary of Gaming Holdings and was incorporated solely for the purpose of
serving as a co-issuer of the Gaming Holdings 13 1/2% Senior Discount Notes
("Notes"). Capital does not have any material operations or assets and has no
revenues.

Aladdin Holdings, LLC, a Delaware limited liability company ("AHL"),
indirectly holds a majority interest in Gaming Holdings. The members of AHL are
the Trust Under Article Sixth u/w/o Sigmund Sommer ("Sommer Trust"), which holds
a 95% interest in AHL, and GW Vegas, LLC, a Nevada limited liability company, a
wholly owned subsidiary of the Trust Company of the West, which holds a 5%
interest in AHL.

As of December 31, 2000, Holdings Common Membership Interests were held
39.953125% by London Clubs Nevada Inc ("LCNI"), a subsidiary of London Clubs
International plc ("London Clubs"); 31.859375% by Sommer Enterprises, LLC, a
Nevada limited liability company ("Sommer Enterprises"), which is a subsidiary
of AHL; 25.0% by Gaming Enterprises, which is a subsidiary of Sommer
Enterprises; 3.0% by GAI, LLC, a Nevada limited liability company, which is
owned by Richard J. Goeglein, the President and Chief Executive Officer of
Gaming Holdings; and 0.1875% by Jose Rueda, a former executive of Gaming
Holdings.

Except where the context otherwise requires, Gaming Holdings and its
subsidiaries are collectively referred to herein as "Company."

Much of the following information relates to Gaming Holdings and its
subsidiaries and is included due to the relative significance of Gaming Holdings
to Gaming Enterprises.

NARRATIVE DESCRIPTION OF BUSINESS

ALADDIN. The operations of the Company have been primarily limited to the
design, development, construction and, as of August 18, 2000, the operation of a
new Aladdin Resort & Casino ("Aladdin"). The Aladdin is the centerpiece of an
approximately 35-acre world-class resort, casino and entertainment complex
("Complex") located at the center of Las Vegas Boulevard ("Las Vegas Strip").

The Aladdin includes a hotel which has 2,567 rooms ("Hotel"), comprised of
deluxe guestrooms, resort guestrooms, suites, luxury rooms and mega suites. In
addition, the Hotel provides an outdoor swimming pool complex and will contain
an approximately 32,000 square foot spa, which is currently being constructed,
and will be operated, by a subsidiary of Steiner Leisure Limited pursuant to a
fifteen year lease with an option to renew for an additional five years.
Construction of the spa is expected to be completed in the Fourth Quarter, 2001.

The Aladdin has six restaurants, one of which is leased to an unrelated
third party, which together offer a wide range of dining selections. Food
service facilities at the Aladdin include a buffet, P.F. Chang's, a contemporary
Asian restaurant, and a 24-hour casual dining facility. Additionally, on the
main casino floor, Aladdin operates a Starbucks Coffee franchise, subject to a
license agreement with Starbucks Corporation. The Aladdin's mezzanine level
offers views of the main casino floor and the Las Vegas Strip

and features an Italian restaurant, a steakhouse, and a fine dining restaurant
located within The London Club at Aladdin.

The Aladdin's casino ("Casino") main gaming area contains approximately
2,300 slot machines, 68 table games, keno and a race and sports book facility.
Included on a separate level of the Casino is an approximately 15,000 square
foot luxurious gaming section ("The London Club at Aladdin") that contains
approximately 30 high denomination table games and approximately 85 high
denomination slot machines. See "London Clubs."

The Aladdin also includes on the mezzanine level of the main building over
90,000 square feet of convention, conference, trade show and reception
facilities, including a 37,000-square foot main ballroom, 12,000 square feet of
pre-function space and 41,000 square feet of breakout space in 15 separate
rooms.

THE COMPLEX. The Complex, which has been designed to promote casino traffic
and to provide customers with a wide variety of entertainment alternatives, is
comprised of: (i) the Aladdin; (ii) a themed entertainment shopping mall with
approximately 496,000 square feet of retail space ("Desert Passage"); (iii) the
renovated 7,000 seat Theater for the Performing Arts ("Theater"); and (iv) an
approximately 4,800 space car parking facility ("Carpark" and, together with the
Desert Passage, hereinafter, "Mall Project"). The Mall Project is separately
owned in part by an affiliate of the Sommer Trust.

The Aladdin has space designated on the mezzanine level for a 1,200-seat
production showroom. The Company has been in negotiations with a third party to
lease the space, build out the theater and operate and manage the showroom and
an associated nightclub. There can be no assurances that the Company will reach
a definitive agreement for the development and operation of such space.

The Company has evaluated its options in connection with an approximately
5-acre parcel of land, which the Company owns adjacent to the Complex, which
options included: (a) seeking a joint venture partner and financing for a second
hotel casino; or (b) selling the parcel to a third party. On March 13, 2001,
Gaming entered into a non-binding agreement in principle to sell the parcel to
an unrelated third party, which sale proceeds would be used to reduce Gaming's
indebtedness under the Bank Credit Facility. There can be no assurance that
Gaming and the third party can reach a definitive purchase and sale agreement
for the parcel.

The theming of the Aladdin and the Desert Passage has been designed to
create an environment based upon the Legends of the 1001 Arabian Nights,
including the tales of Aladdin, Ali Baba and the 40 Thieves, Sinbad and other
legendary stories woven around ancient wealth and wonders. The Aladdin theme is
crafted through the interior and exterior architecture of the Complex. The
Aladdin's exterior is a highly articulated streetscape and exterior facade that
evokes the Legends of the 1001 Arabian Nights. The interior of the Aladdin
utilizes rich colors, textures and design, enhancing the fantasy of a mystical,
romantic time and place. A significant feature of the Desert Passage is the
themed area known as the "Lost City," which is a re-creation of an ancient
mystical mountain city and houses a variety of specialty shops and restaurants
underneath a 85-foot high ceiling.

DESERT PASSAGE. Aladdin Bazaar Holdings, LLC ("Bazaar Holdings"), which is
owned 99% by an affiliate of the Sommer Trust, and TrizecHahn Bazaar
Centers, Inc. ("THB"), a subsidiary of TrizecHahn Centers, Inc. ("TrizecHahn"),
have entered into a joint venture agreement and formed Aladdin Bazaar, LLC
("Bazaar") to develop, construct, own and operate the Desert Passage. The Desert
Passage contains approximately 496,000 square feet of retail space, including an
array of high-fashion specialty stores, exotic boutiques, theme restaurants,
cafes, and other entertainment offerings. The Desert Passage is directly
connected to the Casino and began operations on August 17, 2000.

LONDON CLUBS. London Clubs, a multi-national casino operator, owns through
LCNI approximately 40% of the outstanding Holdings Common Membership Interests,
and various preferred interests of Gaming Holdings. The Sommer Trust and its
affiliates agreed that they will cause Sommer Enterprises and

Gaming Enterprises to vote their Holdings Common Membership Interests so that
(taking into account Holdings Common Membership Interests held by London Clubs
or its affiliates) London Clubs controls fifty percent of the voting power of
Gaming Holdings.

London Clubs has extensive experience in the international marketing of
casinos to premium players and maintains a strong presence in the United Kingdom
and the Middle East. In addition to its equity ownership of Gaming Holdings,
London Clubs, through its subsidiary LCNI, acts as marketing consultant to The
London Club at Aladdin, the luxurious 30,000 square foot area, which includes
15,000 square feet of gaming area, located on the mezzanine level of the Casino
and caters to the needs of the premium-play guest. The Company believes that The
London Club at Aladdin is the first of its kind in the United States which is
based on the European concept of luxurious, full service gaming areas for
premium players. The London Club at Aladdin Hotel guests are escorted through a
private entrance to a dedicated registration lobby and then taken via a private
elevator to the Hotel's premium suites. Once there, the 24-hour butler and
concierge cater to The London Club at Aladdin guest. In the elegantly appointed
The London Club at Aladdin, the customer may dine in the 100-seat exclusive
restaurant, which offers fine cuisine from around the world.

London Clubs operates six casinos in London, one near Johannesburg, South
Africa, two in Egypt and one in Lebanon. In addition, London Clubs has two new
casinos in the course of development in the United Kingdom and a further casino
development in Freeport, Grand Bahamas. Each of London Clubs' casinos offers its
own individual style, but with comparable internationally recognized standards
of service.

London Clubs has established substantial goodwill and customer loyalty from
high-end customers in the United Kingdom, Europe, Asia and the Middle East. In
addition, London Clubs is an experienced service provider to high-end gaming
customers and brings a wealth of knowledge to the Aladdin in building and
maintaining relationships with and customer loyalty from such clientele. London
Clubs also provides the Company with superb promotional opportunities, not only
by word of mouth through its network of contacts, but also through international
sporting sponsorships and its international print publications, which are
distributed to members worldwide utilizing London Clubs' substantial database of
premium clientele.

STRATEGY

As a result of the Aladdin's initial financial performance from its opening
and during the Fourth Quarter of 2000, which performance did not achieve the
Company's expectations, the Company undertook a review of the operating strategy
for its slot, hotel and marketing efforts.

The Casino's slot operations were restructured by improving the slot product
quality, reconfiguring of the slot floor layout, developing a "mid-limit" slot
room and lounge and aggressively competing in the video poker market. These
efforts were made all with a goal to compete aggressively in the Las Vegas Strip
slot market as well as to maximize slot revenue.

The Company further examined its Hotel customer mix from the opening of the
Aladdin and determined that, on a annual basis, it would target the Hotel's
occupancy with 25% casino customers, 25% convention groups, 25% leisure
travelers and 25% "free and independent" travelers. The Company believes that
such hotel customer mix should maximize utilization of the Hotel consistent with
the goal of maximization of profitability.

Lastly, the Company has reviewed its marketing efforts and has recently
hired several new executives to focus the Aladdin's advertising/marketing
generally and the Casino marketing in particular. For the Aladdin, the strategy
is to market the Aladdin as a hip, fun, new, must-see property and to bolster
the Aladdin's presence for those visitors already in Las Vegas. The Casino
marketing efforts will center around expansion of the casino customer data base,
the utilization of such data base and the development of casino events tailored
to increase Casino customer visitations.

CONSTRUCTION BUDGET AND SCHEDULE

The development of the Aladdin commenced during the first quarter of 1998
and the Aladdin opened to the public on August 18, 2000. The Company is
currently auditing the various construction contracts and finalizing payments to
the contractors. The total construction and pre-opening budget for the Aladdin
was $1.02 billion.

As of March 15, 2001, there were approximately 475 mechanic's liens recorded
against the Complex totaling approximately $68.8 million of which amount
approximately 400 mechanic's liens totaling approximately $35.8 million related
to the Desert Passage. Pursuant to the agreements between Gaming and Bazaar,
Bazaar indemnifies Gaming for such liens and has an obligation to cause such
liens to be removed or released and discharged. The Company has put Bazaar on
notice of these obligations. As to the liens related to the Aladdin, the Company
(from the remaining proceeds of the Bank Credit Facility) and Fluor Daniel, the
Design/Builder of the Aladdin, are finalizing payments to those contractors to
which there is no dispute on the amount owed, which will result in a material
reduction of the Aladdin-related liens. As to the Aladdin-related liens that
will remain after such payments, the Company believes that these liens and
claims are, in general, disputed by Gaming, unsubstantiated, without merit,
overstated and/or duplicative.

COMPETITION

The hotel casino industry is highly competitive. Hotel casinos located on or
near the Las Vegas Strip ("Strip Hotels") compete with other Strip Hotels and
with other major hotel casinos in downtown Las Vegas. Aladdin competes with a
large number of hotel casinos in the Las Vegas area, with many of the
competitors being subsidiaries or divisions of large public companies that may
have greater financial or other resources than the Company; however, no major
expansions on the Las Vegas Strip have commenced or are expected to commence
within the next twelve months.

Competitors of the Aladdin include themed resorts on the Las Vegas Strip
such as Bellagio, Mandalay Bay Resort, Mirage, Caesars Palace, Treasure Island
Hotel and Casino, Bally's Casino Resort, Monte Carlo Resort & Casino, Luxor
Hotel and Casino, Paris Casino Resort and Venetian Hotel Casino. Several other
Las Vegas resort casinos have announced future expansions or new hotel casinos.

The hotel casino operations of the Company also compete, to some extent,
with other hotel casino facilities in Nevada, Atlantic City and worldwide and
with the state lotteries. In addition, certain states have recently legalized,
and others may or are likely to legalize, casino gaming in specific areas. The
passage of the Indian Gaming Regulatory Act in 1988 has led to increases in
American Indian gaming operations. The Company expects many competitors to enter
such new jurisdictions that authorize gaming. Some of these competitors may have
greater financial and other resources than the Company. The Company believes
that the legalization of large-scale land-based casino gaming in or near certain
major metropolitan areas, particularly in California, from which the Company
attracts customers, could have an adverse effect on the Las Vegas market. Such
proliferation of gaming activities could significantly and adversely affect the
business of the Company.

The Desert Passage competes with retail malls in or near Las Vegas,
including the Fashion Show Mall, the Forum Shops at Caesars Palace, the Canal
Shoppes at the Venetian Hotel Casino and retailers in theme-oriented resorts,
all of which may attract consumers away from the Desert Passage and the Complex.

EMPLOYEES

As of March 12, 2001, the Company had approximately 3,100 full-time
equivalent employees.

SERVICE MARKS

The Company owns four federally registered trademarks utilizing "Aladdin"
for use in connection with casinos and casino entertainment services and hotel
and restaurant services (collectively, "Marks") and has various other trademark
applications pending. The Company has filed the appropriate documentation with
the United States Patent and Trademark Office to ensure the validity of its
Marks through the period of time the Aladdin is under construction. A lien on
the Marks was granted to the Bank Lenders on February 26, 1998.

REGULATION AND LICENSING

The ownership and operation of casino gaming facilities in the state of
Nevada are subject to: (i) the Nevada Gaming Control Act and the regulations
promulgated thereunder (collectively, "Nevada Act"); and (ii) various local
regulations (collectively, "Gaming Approvals"). The operation of the Casino by
the Company are subject to the licensing and regulatory control of the Nevada
Gaming Commission ("Nevada Commission"), the Nevada State Gaming Control Board
("Nevada Board"), and the Clark County Liquor and Gaming Licensing Board
("CCLGLB"). The Nevada Commission, the Nevada Board, and the CCLGLB are
collectively referred to as the "Nevada Gaming Authorities."

The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy that are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of periodic
reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and
fraudulent practices; and (v) providing a source of state and local revenues
through taxation and licensing fees. Any change in such laws, regulations and
procedures could have a material adverse effect on the proposed gaming
operations of the Aladdin and the financial condition and results of operations
of Aladdin Gaming, LLC, which is defined for this section only as "Company."

As operator and manager of the Aladdin, the Company conducts nonrestricted
gaming operations at the Casino and is licensed by the Nevada Gaming
Authorities. A nonrestricted gaming license permits the holder to operate
sixteen or more slot machines, or any number of slot machines with at least one
table game. The gaming license requires the periodic payment of fees and is not
be transferable. No person is able to become a member of, or receive any
percentage of the profits of, the Company without first obtaining Gaming
Approvals. In connection with the registration and licensing of Gaming Holdings
as a holding company and a member, each direct and indirect owner of Gaming
Holdings, including, but not limited to, Gaming Enterprises, London Clubs, LCNI,
London Clubs Holdings, Ltd. (a wholly-owned subsidiary of London Clubs and the
holding company for LCNI), AHL, the Sommer Trust, Sommer Enterprises, GAI and
their respective owners (collectively, "Aladdin Owners") obtained from the
Nevada Gaming Authorities the applicable Gaming Approvals. Capital is subject to
being called forward for a finding of suitability as a co-issuer of the Notes in
the discretion of the Nevada Gaming Authorities.

Gaming Holdings is a "publicly traded corporation" as that term is defined
in the Nevada Act. If the Company issues an initial public offering of equity it
will also become a "publicly traded corporation" ("IPO Entity") as that term is
defined in the Nevada Act. In order for a company that is a publicly traded
corporation to receive a gaming license, the Nevada Commission must exempt the
company from a regulatory provision in the Nevada Act which makes publicly
traded corporations ineligible to apply for or hold a gaming license. However,
the Nevada Commission has exempted companies from this provision in the past and
has granted gaming licenses to publicly traded corporations. If the Company
becomes an IPO Entity, the Company intends to apply for an exemption from this
eligibility requirement ("Exemption"). In connection with licensing and receipt
of the Exemption, Gaming Holdings, London Clubs, Enterprises and the Company
will each also be required to be registered by the Nevada Commission as a
publicly traded corporation ("Registered Company"). The following regulatory
requirements will be applicable to the Company, Gaming Holdings and the Aladdin
owners (collectively, "Aladdin Owners").

As a Registered Company and an entity licensed by the Nevada Gaming
Authorities ("Company Licensee"), the Company is required to periodically submit
detailed financial information and operating reports to the Nevada Commission
and furnish any other information that the Nevada Commission may require. No
person may become a member of, or receive any percentage of profits from, a
Company Licensee without first obtaining licenses and approvals from the Nevada
Gaming Authorities.

The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company, Gaming
Holdings and the Aladdin Owners to determine whether such individual is suitable
or should be licensed as a business associate of a Company Licensee. Officers,
managers and certain key employees of the Company and Gaming Holdings must file
applications with the Nevada Gaming Authorities and will be required to be
licensed or found suitable by the Nevada Gaming Authorities in connection with
the Company's application. The Nevada Gaming Authorities may deny an application
for licensing or a finding of suitability for any cause they deem reasonable. A
finding of suitability is comparable to licensing, and both require submission
of detailed personal and financial information followed by a thorough
investigation. The entity with whom the applicant is employed or for whom the
applicant serves, must pay all the costs of the investigation. Changes in
licensed positions must be reported to the Nevada Gaming Authorities, and in
addition to their authority to deny an application for a finding of suitability
or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a
change in a Company position.

If the Nevada Gaming Authorities were to find an officer, manager or key
employee of the Company or Gaming Holdings unsuitable for licensing or to
continue having a relationship with the Company or Gaming Holdings, the Company
or Gaming Holdings, as the case may be, would have to sever all relationships
with such person. In addition, the Nevada Commission may require the Company or
Gaming Holdings, as the case may be, to terminate the employment of any person
who refuses to file appropriate applications. Determinations of suitability or
of questions pertaining to licensing are not subject to judicial review in
Nevada.

The Company is required to submit detailed financial and operating reports
to the Nevada Commission. Substantially all material loans, leases, sales of
securities and similar financing transactions by the Company will be required to
be reported to or approved by the Nevada Commission.

If it were determined that the Nevada Act was violated by the Company or
Gaming Holdings, the Gaming Approvals they hold could be limited, conditioned,
suspended or revoked, subject to compliance with certain statutory and
regulatory procedures. In addition, the Company, Gaming Holdings and the persons
involved could be subject to substantial fines for each separate violation of
the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor
could be appointed by the Nevada Commission to operate the Aladdin and, under
certain circumstances, earnings generated during the supervisor's appointment
(except for the reasonable rental value of the Aladdin) could be forfeited to
the state of Nevada. Limitation, conditioning or suspension of any Gaming
Approval or license or the appointment of a supervisor could (and revocation of
any Gaming Approval would) materially adversely affect the gaming operations of
the Aladdin and the financial position and results of operations of the Company
and the Issuers.

Any beneficial holder of a Registered Company's voting or non-voting
securities (including warrants exercisable into such securities) regardless of
the number of shares owned, may be required to file an application, be
investigated, and have its suitability as a beneficial holder of the Registered
Company's securities determined if the Nevada Commission has reason to believe
that such ownership would otherwise be inconsistent with the declared policies
of the state of Nevada. The applicant must pay all costs of investigation
incurred by the Nevada Gaming Authorities in conducting any such investigation.

The Nevada Act requires any person who acquires beneficial ownership of more
than 5% of a Registered Company's voting securities (including warrants
exercisable into voting securities) to report the acquisition to the Nevada
Commission. The Nevada Act requires that beneficial owners of more than 10%

of a Registered Company's voting securities apply to the Nevada Commission for a
finding of suitability within thirty days after the Chairman of the Nevada Board
mails the written notice requiring such filing. Under certain circumstances, an
"institutional investor," as defined in the Nevada Act, which acquires more than
10%, but not more than 15%, of the Registered Company's voting securities
(including warrants exercisable into voting securities) may apply to the Nevada
Commission for a waiver of such finding of suitability if such institutional
investor holds the voting securities for investment purposes only. An
institutional investor shall not be deemed to hold voting securities for
investment purposes unless the voting securities were acquired and are held in
the ordinary course of business as an institutional investor and not for the
purpose of causing, directly or indirectly, the election of a majority of the
members of the board of directors of the Registered Company, and change in the
Registered Company's corporate charter, bylaws, management, policies or
operations of the Registered Company, or any of its gaming affiliates, or any
other action which the Nevada Commission finds to be inconsistent with holding
the Company's voting securities for investment purposes only. Activities which
are not deemed to be inconsistent with holding voting securities for investment
purposes only include: (i) voting on all matters voted on by stockholders or
interest holders; (ii) making financial and other inquiries of management of the
type normally made by securities analysts for information purposes and not to
cause a change in its management, policies or operations; and (iii) such other
activities as the Nevada Commission may determine to be consistent with such
investment intent. If the beneficial holder of voting securities who must be
found suitable is a corporation, partnership or trust, it must submit detailed
business and financial information, including a list of beneficial owners. The
applicant is required to pay all costs of investigation.

Under new provisions of the Nevada Act and under certain circumstances, an
"institutional investor" as defined in the Nevada Act, which intends to acquire
not more than 15% of any class of nonvoting securities of a privately-held
corporation, limited partnership or limited liability company that is also a
registered holding or intermediary company or the holder of a gaming license,
may apply to the Nevada Commission for a waiver of the usual prior licensing or
finding of suitability requirement if such institutional investor holds such
nonvoting securities for investment purposes only. An institutional investor
shall not be deemed to hold nonvoting securities for investment purposes unless
the nonvoting securities were acquired and are held in the ordinary course of
business as an institutional investor, do not give the institutional investor
management authority, and do not, directly or indirectly, allow the
institutional investor to vote for the election or appointment of members of the
board of directors, a general partner or manager, cause any change in the
articles of organization, operating agreement, other organic document,
management, policies or operations, or cause any other action that the Nevada
Commission finds to be inconsistent with holding nonvoting securities for
investment purposes only. Activities that are not deemed to be inconsistent with
holding nonvoting securities for investment purposes only include:
(i) nominating any candidate for election or appointment to the entity's board
of directors or equivalent in connection with a debt restructuring; (ii) making
financial and other inquiries of management of the type normally made by
securities analysts for informational purposes and not to cause a change in the
entity's management, policies or operations; and (iii) such other activities as
the Nevada Commission may determine to be consistent with such investment
intent. If the beneficial holder of nonvoting securities who must be found
suitable is a corporation, partnership or trust, it must submit detailed
business and financial information including a list of beneficial owners. The
applicant is required to pay all costs of investigation.

Any person who fails or refuses to apply for a finding of suitability of a
license within thirty days after being ordered to do so by the Nevada Commission
or the Chairman of the Nevada Board, may be found unsuitable. The same
restrictions apply to a record owner if the record owner, after request, fails
to identify the beneficial owner. Any stockholder or beneficial owner found
unsuitable and who holds, directly or indirectly, any beneficial ownership of
the common stock or other equity securities of a Registered Company beyond such
period of time as may be prescribed by the Nevada Commission may be guilty of a
criminal offense. The Registered Company is subject to disciplinary action if,
after it receives notice that a person is unsuitable to be a stockholder or to
have any other relationship with the Company,

the Registered Company: (i) pays that person any dividend, distribution or
interest upon voting securities of the Registered Company; (ii) allows that
person to exercise, directly or indirectly, any voting right conferred through
securities held by that person; (iii) pays remuneration in any form to that
person for services rendered or otherwise; or (iv) fails to pursue all lawful
efforts to require such unsuitable person to relinquish his voting securities
including, if necessary, the immediate purchase of said voting securities for
cash at fair market value.

The Nevada Commission may, in its discretion, require the holder of any debt
security of a Registered Company (such as the Notes) to file an application, be
investigated and be found suitable to own the debt security of a Registered
Company. If the Nevada Commission determines that a person is unsuitable to own
such security, then pursuant to the Nevada Act, the Registered Company can be
sanctioned, including the loss of approvals, if without the prior approval of
the Nevada Commission, it: (i) pays to the unsuitable person any dividend,
interest, or any distribution whatsoever; (ii) recognizes any voting right by
such unsuitable person in connection with such securities; (iii) pays the
unsuitable person remuneration in any form; or (iv) makes any payment to the
unsuitable person by way of principal, redemption, conversion, exchange,
liquidation, or similar transaction.

Gaming Enterprises, the Company and Gaming Holdings may not make a public
offering of any securities (including, but not limited to, the Common Stock of
Enterprises upon the exercise of the Warrants) without the prior approval of the
Nevada Commission if the securities or the proceeds therefrom are intended to be
used to construct, acquire or finance gaming facilities in Nevada, or to retire
or extend obligations incurred for such purposes. Such approval, if given, does
not constitute a finding, recommendation or approval by the Nevada Commission or
the Nevada Board as to the accuracy or adequacy of the prospectus or the
investment merits of the securities. Any representation to the contrary is
unlawful.

In connection with the original registration and licensing of Gaming
Holdings and the Company, London Clubs was also registered as a "publicly traded
corporation" and became a Registered Company. On March 22, 2001, the Nevada
Commission granted London Clubs prior approval to make public offerings for a
period of two (2) years, subject to certain conditions (the "Shelf Approval").
However, the Shelf Approval may be rescinded for good cause without prior notice
upon the issuance of an interlocutory stop order by the Chairman of the Nevada
Board. The Shelf Approval does not constitute a finding, recommendation or
approval by the Nevada Commission or the Nevada Board as to the accuracy or
adequacy of the prospectus or the investment merits of the securities offered.
Any representation to the contrary is unlawful.

Changes in control of a Registered Company through merger, consolidation,
stock or asset acquisitions, management or consulting agreements, or any act or
conduct whereby a person obtains control, may not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of a
Registered Company must satisfy the Nevada Board and Nevada Commission in a
variety of stringent standards prior to assuming control of such Registered
Company. The Nevada Commission may also require controlling stockholders,
officers, directors and other persons having a material relationship or
involvement with the entity proposing to acquire control, to be investigated and
licensed as part of the approval process relating to the transaction.

The Nevada Legislature has declared that some corporate acquisitions opposed
by management, repurchases of voting securities and corporate defense tactics
affecting Nevada gaming licensees, and Registered Companies that are affiliated
with those operations, may be injurious to stable and productive corporate
gaming. The Nevada Commission has established a regulatory scheme to ameliorate
the potentially adverse effects of these business practices upon Nevada's gaming
industry and to further Nevada's policy to: (i) assure the financial stability
of corporate gaming operators and their affiliates; (ii) preserve the beneficial
aspects of conducting business in the corporate form; and (iii) promote a
neutral environment for the orderly governance of corporate affairs. Approvals
are, in certain

circumstances, required from the Nevada Commission before the Registered Company
can make exceptional repurchases of voting securities above the current market
price thereof and before a corporate acquisition opposed by management can be
consummated. The Nevada Act also requires prior approval of a plan of
recapitalization proposed by the Registered Company's Board of Directors in
response to a tender offer made directly to the Registered Company's
stockholders or interest holders for the purposes of acquiring the Registered
Company.

License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the state of Nevada and to Clark
County, Nevada. Depending upon the particular fee or tax involved, these fees
and taxes are payable either monthly, quarterly or annually and are based upon
either: (i) a percentage of the gross revenues received; (ii) the number of
gaming devices operated; or (iii) the number of table games operated. A casino
entertainment tax will also be paid by the Company where certain entertainment
is provided in a cabaret, nightclub, cocktail lounge or casino showroom in
connection with admissions and the serving or selling of food, refreshments or
merchandise.

Any person who is licensed, required to be licensed, registered, required to
be registered, or is under common control with such persons (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside of
Nevada, is required to deposit with the Nevada Board and thereafter maintain, a
revolving fund in the amount of $10,000 to pay the expenses of investigation by
the Nevada Board of their participation in such foreign gaming. The revolving
fund is subject to increase or decrease at the discretion of the Nevada
Commission. Thereafter, Licensees are also required to comply with certain
reporting requirements imposed by the Nevada Act. Licensees are also subject to
disciplinary action by the Nevada Commission if they knowingly violate any laws
of the foreign jurisdiction pertaining to the foreign gaming operation, fail to
conduct the foreign gaming operation in accordance with the standards of honesty
and integrity required of Nevada gaming operations, engage in activities or
enter into associations that are harmful to the state of Nevada or its ability
to collect gaming taxes and fees, or employ, contract with or associate with a
person in the foreign operation who has been denied a license or a finding of
suitability in Nevada on the ground of personal unsuitability.

The sale of alcoholic beverages by the Company on the premises of the
Aladdin is also subject to licensing, control and regulation by the CCLGLB. All
licenses are revocable and are not transferable. The CCLGLB has full power to
limit, condition, suspend or revoke any such license, and any such disciplinary
action could (and revocation would) have a material effect on the financial
position and results of operations of the Company and the Issuers.

CERTAIN FACTORS

In addition to factors discussed elsewhere in this Annual Report on Form
10-K, the following are important factors that could impact the Company and its
operations and financial condition.

LIQUIDITY AND CAPITAL RESOURCES. The Company estimates that cash on hand
and projected internally generated funds will be sufficient to fund the
Company's current operations, however, such amounts will not be sufficient to
fund all of the Company's principal and interest payments on its debt during
2001. Therefore, the Company will continue to rely on cash equity contributions
from the Sommer Trust and London Clubs. There can be no assurances that such
cash equity contributions will be made, or if made, will be sufficient to fund
all the Company's principal and interest payments on its debt. To the extent
that this source of liquidity is insufficient, the Company will have to seek
other forms of capital, which may include, incurring additional indebtedness, to
the extent permitted under the Company's various credit facilities, sale of an
adjacent 5-acre parcel of undeveloped land, reaching an agreement with the
Company's creditors reducing the Company's liquidity needs and/or cash equity
infusions. However, there can be no assurances that such sources of liquidity
will be available to the Company, or if available, will be sufficient to address
the Company's liquidity and capital resource needs.

FUTURE COMPLIANCE WITH DEBT COVENANTS. Pursuant to Gaming's credit
facilities, it must maintain on a quarterly basis certain financial covenants.
Absent an improvement in Gaming's operating results or cash equity contributions
to Gaming pursuant to the Keep-Well Agreement, Gaming estimates that, based on
its results year-to-date, it may not be in compliance with the financial
covenant levels contained in Gaming's credit facilities for the quarter ended
June 30, 2001. Failure to achieve such financial covenant levels will constitute
defaults under the credit facilities. While the Company has commenced
discussions with the lenders regarding further revisions to Gaming's financial
covenant levels, there can be no assurances that such discussions will result in
reducing the financial covenants to achievable levels.

LIENS. Currently there are numerous liens filed on the Aladdin parcel,
which liens relate to both the construction of the Aladdin and the Desert
Passage. The Company and Fluor Daniel, the design/builder of the Aladdin, are
currently finalizing payments to those contractors who worked on the Aladdin to
which there is no dispute on the amounts owed. With such payments, the Company
expects that any remaining liens that are related to the Aladdin are, in
general, disputed by Gaming, unsubstantiated, without merit, overstated and/or
duplicative. As to the liens on the Desert Passage, the Company has been advised
that Bazaar and/or its tenants, as applicable, are having such liens removed,
discharged and/or bonded. However, in the interim, such liens remain on Gaming's
parcel, which provides certain statutory remedies to the lien holder, including
seeking a foreclosure action.

COMPETITION. The hotel casino industry is highly competitive and many of
the Company's competitors are larger than the Company and have greater
resources. Further, as California, especially Southern California, is a major
market for the Company's customers, expansion of casino gaming in California
will be competitive with the Aladdin and may have an adverse impact on the
Company's results.

ECONOMIC UNCERTAINTY. With the recent decline in the United States stock
market and the slow down in the United States economy, there is increasing
concern that, if these trends continue, they will adversely impact consumer
spending, especially in the leisure and gaming industry. To the extent that the
economy does continue to slow down, the Company's operating results may be
adversely effected. The current issues regarding electricity supply and cost
thereof, especially in California, may also undermine consumer confidence in
spending money on discretionary activities, such as leisure and gaming. To the
extent such occur, the Company's operating results may be adversely effected.

ITEM 2. PROPERTIES.

Gaming Enterprises does not own or lease any property. The Company owns
approximately 21.8 acres of land in Las Vegas, Nevada upon which the Aladdin and
the Complex's central utility plant are located as well as two adjacent vacant
parcels. Of such land, 6.2 acres is subject to a lease to Northwind Aladdin,
LLC, an unrelated entity that is the owner and operator of the central utility
plant for the Complex.

The Company has evaluated its options in connection with an approximately
5-acre parcel of land, which the Company owns adjacent to the Complex, which
options included: (a) seeking a joint venture partner and financing for a second
hotel casino; or (b) selling the parcel to a third party. On March 13, 2001,
Gaming entered into a non-binding agreement in principle to sell the parcel to
an unrelated third party, which sale proceeds will be used to reduce Gaming's
indebtedness under the Bank Credit Facility. There can be no assurance that
Gaming and the third party can reach a definitive purchase and sale agreement
for the parcel.

ITEM 3. LEGAL PROCEEDINGS.

Gaming Enterprises is not currently party to any material pending
litigation.

In December, 2000, Bazaar initiated an arbitration against Gaming alleging
various defaults by Gaming under the respective agreements between the parties
and seeking damages in excess of $10 million. Gaming has responded to the
allegations and asserted its own claims against Bazaar and seeks

damages in an amount to be determined. Gaming will continue to vigorously pursue
these matters and believes that the liability, if any, is minimal. There can be
no assurance about the outcome of these matters.

In December, 2000, Korte-Bellew & Associates, the contractor who renovated
the Theater ("KBA"), initiated in Nevada State District Court an action seeking
foreclosure on its mechanic's lien and payment of approximately $7.5 million.
The District Court action has been stayed pending arbitration as required by the
contract between Gaming and KBA. While there can be no assurances, Gaming does
not believe that it owes any remaining moneys to KBA and believes that Gaming
has further causes of action challenging the validity of KBA's mechanic's lien.

Mr. Jack Sommer, the Chairman of the Gaming Holdings Board and the Gaming
Board and a trustee of the Sommer Trust, and the other trustees of the Sommer
Trust, were named co-defendants in a legal action relating to the then existing
Aladdin hotel and casino. The suit was commenced by members of the Aronow family
("Aronow Plaintiffs") in May 1995 in the Supreme Court of the State of New York,
County of New York. In their complaint, the Aronow Plaintiffs alleged that
Mr. Sommer and the Aronow Plaintiffs were parties to a joint venture to acquire
and develop the Aladdin hotel and casino and that Mr. Sommer breached such
alleged agreement when the Sommer Trust acquired an interest in the Aladdin
hotel and casino in December, 1994. The Aronow Plaintiffs sought (among other
remedies) to impress a constructive trust upon the Sommer Trust's interest in
the Aladdin hotel and casino, an accounting, compensatory damages of not less
than $200 million and punitive damages of not less than $500 million.

On January 27, 2000, each of the Aronow Plaintiffs' claims against the
trustees was dismissed. On October 17, 2000, the Appellate Division, First
Judicial District, affirmed the dismissal of the Aronow Plaintiffs' Complaint.
On January 16, 2001, the New York Court of Appeals denied the Aronow Plaintiffs'
Motion for Leave to Appeal to the Court of Appeals as against Jack Sommer as
Trustee of the Sommer Trust and as against the other Trustees of the Sommer
Trust. The Court of Appeals also dismissed the Aronow Plaintiffs' Motion for
Leave to Appeal to the Court of Appeals as against Jack Sommer individually on
the ground that the order sought to be appealed from did not finally determine
an action within the meaning of the New York State constitution. It is not known
at this time whether the Aronow Plaintiffs will attempt to reargue, or file a
petition for certiorari in the United States Supreme Court, with respect to the
Court of Appeals decision. It also is not known at this time whether the Aronow
Plaintiffs will at some future date renew their motion for leave to appeal to
the Court of Appeals as against Jack Sommer individually. As such, there is no
way to evaluate the success of any appeal or motion for reargument. Any adverse
decision could have a material and adverse effect on the Company. If the
decision of the Appellate Division stands, there can be no liability as a result
of the Aronow Plaintiffs' lawsuit.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Neither the capital stock of Gaming Enterprises nor the membership interests
of Gaming Holdings has been registered under the Securities Act of 1933 nor
under Section 12 of the Securities Exchange Act of 1934. There is no established
trading market for either the capital stock of Gaming Enterprises or the common
membership interests of Gaming Holdings. Gaming Enterprises is not aware of any
bid quotations for the capital stock of Gaming Enterprises or the common
membership interests of Gaming Holdings.

See Item 12 regarding the numbers of shareholders for Gaming Enterprises.

Since inception, Gaming Enterprises has not paid any dividends on its equity
and due to the Company's current long-term debt arrangements restrict, subject
to certain exceptions, the payment of dividends on the Company's equity. See
Exhibit 10.12 to this Form 10-K for additional information on the covenants,
conditions and restrictions on the Company under the Bank Credit Facility.

ITEM 6. SELECTED FINANCIAL DATA.

The historical selected financial data set forth below should be read in
conjunction with "Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Financial Statements and Notes
thereto included elsewhere in this Form 10-K. The statement of operations data
for the years ended December 31, 2000, 1999 and 1998, and the balance sheet data
at December 31, 2000, 1999 and 1998 are derived from and are elsewhere in this
Form 10-K. Due to the brief operating history, comparisons between periods may
not be relevant and the historical results are not necessarily indicative of the
results of operations to be expected in the future.

YEAR ENDED DECEMBER 31,
------------------------------
2000 1999 1998(1)
-------- -------- --------
(IN THOUSANDS,
EXCEPT PER SHARE DATA)

INCOME STATEMENT DATA:
Gross revenues.............................................. None None None
Promotional Allowances...................................... None None None
Net revenues................................................ None None None
Operating expenses.......................................... $ 1 $ 1 $ 3
Operating income (loss)..................................... $ (1) $ (1) $ (3)
Interest income (expense), net.............................. None None None
Net loss.................................................... $ 8,564 $ 8,487 $10,620
Per Share Data:
Loss before extraordinary item.............................. $ 2.58 $ 2.56 $ 3.56
Extraordinary item.......................................... None None None
Basic and diluted loss per share............................ $ 2.58 $ 2.56 $ 3.56
Other Data:
Capital expenditures........................................ None None None
Cash dividends per common membership interest............... None None None

DECEMBER 31,
------------------------------
2000 1999 1998
-------- -------- --------
(IN THOUSANDS)

BALANCE SHEET DATA:
Total assets................................................ $ 1 $ 8,563 $17,050
Long-term debt (including current maturities)............... None None None
Stockholders' equity........................................ $ 1 8,559 17,047

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following discussion should be read in conjunction with the various
other reports which have been previously filed with the United States Securities
and Exchange Commission ("SEC"), which may be inspected, without charge, at the
Public Reference Section of the SEC located at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the SEC internet site address: http://www.sec.gov.

DEVELOPMENT ACTIVITIES

Gaming Enterprises has no business or activities other than its investment
in Gaming Holdings. Until August 18, 2000, the operations of the Company were
limited to constructing and developing, and applying for the appropriate gaming
licenses for, the Aladdin.

RESULTS OF OPERATIONS

Enterprises has no business or activities or material assets other than its
investment in Gaming Holdings.

Until August 18, 2000, the Company was in the development stage and did not
have any historical operating income as there was no operating revenues. The
Company's operating expenses primarily have consisted of interest, amortization
costs, expenses related to the Notes and pre-opening costs. Due to the short
operating period, there will not be a comparative discussion of prior periods
included in this Form 10-K. Historical results may not be indicative of future
operating results.

The Company operated the Aladdin 136 days during the calendar year 2000,
producing gross revenues of $137.0 million. Casino revenue represented 52% of
gross revenue, hotel 27% of gross revenue, food and beverage 18% of gross
revenue, and entertainment and other revenue 3% of gross revenue. The net loss
for the year was $76.2 million, inclusive of pre-opening expenses totaling
$28.9 million.

Because Gaming Enterprises' only material asset is its 25% interest in
Gaming Holdings, Gaming Enterprises records 25% of Gaming Holdings' losses and
preferred dividend in arrears as equity in loss of unconsolidated affiliate.
However, Gaming Enterprises has discontinued applying the equity method as the
investment in Gaming Holdings has been reduced to zero. Gaming Enterprises will
resume applying the equity method after cummulative net income exceeds the
unrecognized losses.

Gaming Enterprises recorded a net loss of approximately $8.6 million for the
year ended December 31, 2000.

REVENUES

The Casino revenues (inclusive of The London Club at Aladdin) of
$70.5 million were derived $33.0 million from slot operations, $36.9 million
from table games and $.6 million from other sources of gaming revenue. The
London Club at Aladdin produced $21.5 million of Casino revenues, $19.5 million
from table games and $2.0 million from slot operations.

The overall table games gross win percentage was approximately 21% for the
136 day period while the average daily win per table game was $3,099. The
Company expects the normal gross win percentage to be approximately 17.5% for
table games. The table games gross win percentage has decreased during the First
Quarter 2001 to approximately 14.8%. The average daily net win per slot machine
was approximately $92 during the period.

The Company experienced hotel occupancy of 86% at an average daily rate of
$129 during the 136 day period. The Company did not book any substantial
convention groups until October, 2000. In addition, the Aladdin experienced
normal issues relating to the initial occupancy of the facilities. These issues
were resolved during September, 2000. The Company believes the occupancy and
average daily rate were

negatively impacted by the lack of free and independent traveler demand and the
lack of booking of convention room occupancy during the period.

During the First Quarter 2001, the Company completed organizational changes
to its marketing and advertising functions. The Company has repositioned its
advertising to market the Aladdin as a hip, fun, new, must-see property. With
these new advertising and promotional campaigns, reservation call volume
increased approximately 37% beginning mid-February, 2001 and Hotel occupancy
increased from 78.7% and 90.1% during January and February, 2001, respectively,
to approximately 99% during March, 2001. This trend in occupancy is expected to
continue into April, 2001, which is estimated to achieve occupancy in excess of
95%.

The Company also hired two new Casino marketing executives during March,
2001, who have been focused on slot and table games marketing. Casino marketing
efforts have been focused on enhancing the data base, implementing an aggressive
direct mail program and increasing the number of special events and promotions.
The Company estimates the new programs will begin to improve Casino revenues
during the Second Quarter 2001. There can be no assurances that such improvement
will be significant or that other negative factors could arise offsetting such
improvement.

During February, 2001, the Company completed the redesign and layout of the
slot gaming floor. The number of slot machines was reduced from 2,800 to
approximately 2,350. The slot floor reconfiguration was intended to improve the
overall competitiveness of the slot product and enhance traffic flow through the
Casino. A "mid-limit" slot room and lounge in the main Casino was completed, as
well as enhancement to the slot product in The London Club at Aladdin. The
average daily net win per slot machine was $66, $78 and $97 (estimated) for
January, February and March 2001, respectively.

OTHER FACTORS AFFECTING EARNINGS

The Company incurred pre-opening expenses of $28.9 million during the period
prior to opening the Aladdin. The Company expenses pre-opening costs as
incurred.

The Company has written off $2.6 million of project development costs and
expenses related to the originally contemplated second hotel casino project that
was to be adjacent to the Complex. Such costs and expenses were determined to be
related to services that will be of little or no future value.

The Company has implemented costs savings and labor efficiency programs
throughout all the operations. The full-time equivalent number of employees has
decreased from approximately 4,500 at the opening of the Aladdin to
approximately 3,100 as of March 12, 2001. There can be no assurances that the
measures implemented will significantly improve the Company's results of
operations.

LIQUIDITY AND CAPITAL RESOURCES

In connection with the development of the Aladdin, Gaming entered into a
$410 million (which was subsequently reduced to $403.7 million) bank credit
facility ("Bank Credit Facility") with various lenders and The Bank of Nova
Scotia, as Administrative Agent, and an $80 million furniture, fixture and
equipment financing with General Electric Capital Corporation ("FF&E Facility").

From January 1, 2000 to March 30, 2001, the Company received a total of
approximately $148.0 million in capital and debt infusions as follows:
(a) $81.0 million in payments pursuant to the Bank Completion Guaranty, which
was funded by London Clubs during 2000; (b) in July, 2000, the Bank Credit
Facility was increased by $50 million, with the addition of a new "Term D Loan,"
which increased the Bank Credit Facility to $453.7 million, which funds were
used for construction and pre-opening expenses; (c) in December, 2000, a
$5 million increase was made to the Term A Loan of the Bank Credit Facility,
which increased the Bank Credit Facility to $458.7 million, which funds were
utilized by Gaming for working capital; (d) in January, 2001, a $5 million
advanced payment under the Keep-Well Agreement, which was funded by London
Clubs; and (e) on March 30, 2001, the Sommer Trust funded an additional
$7 million

pursuant to the Keep-Well Agreement to satisfy the Sponsors' obligations under
the Keep-Well Agreement for the fiscal period ended December 31, 2000.

On March 30, 2001, Gaming and the various lenders under the Bank Credit
Facility amended the Bank Credit Facility. This amendment provided: (a) a waiver
of Gaming's compliance with the total debt to EBITDA ratio, the interest
coverage ratio and the EBITDA covenants required pursuant to the Bank Credit
Facility for the fiscal quarters ending on or prior to March 31, 2001; (b) a
waiver until August 18, 2001, of the requirement to fund the FF&E reserve,
provided that Gaming cannot make certain restricted payments until the FF&E
reserve is funded as otherwise required by the Bank Credit Facility; (c) a
waiver of the default that otherwise would have occurred as a result of a "going
concern" qualification to the Company's auditor's report in respect of the
Company's financial statements for the fiscal year ended December 31, 2000;
(d) amendments to certain of Gaming's financial covenants. The foregoing is
qualified in its entirety by the "Sixth Amendment to Credit Agreement," dated
March 30, 2001. There can be no assurances that Gaming can comply with the
revised financial covenant levels. Absent an improvement in Gaming's operating
results or cash equity contributions to Gaming pursuant to the Keep-Well
Agreement, as defined below, Gaming estimates that, based on its results
year-to-date, it may not be in compliance with the revised financial covenant
levels for the quarter ended June 30, 2001. Corresponding amendments and waivers
have been made to the FF&E Facility.

London Clubs, the Sommer Trust, and Aladdin Bazaar Holdings, LLC ("Bazaar
Holdings"), which is indirectly owned 99% by the Sommer Trust, are guarantors
under a completion guaranty ("Bank Completion Guaranty") for the benefit of the
lenders under the Bank Credit Facility, under which they have agreed to
guarantee, among other things, the completion of the Aladdin. As of March 16,
2001, the Aladdin has not achieved "final completion" within the meaning of the
Bank Completion Guaranty, the occurrence of which would cause the Bank
Completion Guaranty to terminate. In July, 2000, Jack Sommer, the Company's
Chairman of the Board, and his spouse, Laura Sommer, each became a party to the
Bank Completion Guaranty. The Bank Completion Guaranty is not subject to any
maximum dollar limitations. For payments made pursuant to the Bank Completion
Guaranty, Gaming Holdings issues (i) Series A Preferred Shares in exchange for
the contribution of such payments and (ii) Series D Preferred Shares
representing a profits-only interest in Gaming Holdings. The holders of the
Notes are not entitled to the benefit of the Bank Completion Guaranty, however,
London Clubs, the Sommer Trust and Bazaar Holdings have entered into a limited
completion guaranty for the benefit of the Noteholders ("Noteholder Completion
Guaranty") under which they guarantee completion of the Aladdin, subject to
certain important exceptions, limitations and qualifications. The Noteholder
Completion Guaranty contains certain intercreditor provisions which
significantly limit the rights of the Trustee under the Noteholder Completion
Guaranty. There can be no assurance that the parties to either the Bank
Completion Guaranty or the Noteholder Completion Guaranty will be able to make
such payments to the Company if required pursuant to these agreements.

AHL, Bazaar Holdings and London Clubs entered into the Keep-Well Agreement
("Keep-Well Agreement") in favor of the lenders under the Bank Credit Facility.
The Sommer Trust joined and became a party to the Keep-Well Agreement in July,
2000 (collectively, AHL, Bazaar Holdings, London Clubs and the Sommer Trust,
"Sponsors"). The Sponsors and The Bank of Nova Scotia amended the definition of
"Keep-Well Termination Date" on March 30, 2001. The Keep-Well Agreement is the
joint and several agreement of the Sponsors to make certain quarterly cash
equity contributions to Gaming if Gaming fails to comply with the Minimum Fixed
Charge Coverage Ratio set forth in the Bank Credit Facility, but in no event
shall the aggregate cash equity contributions required to be made in any fiscal
year of Gaming exceed $30.0 million. Based on Gaming's EBITDA from August 18,
2000, to December 31, 2000, approximately $12 million was due from the Sponsors
under the Keep-Well Agreement ("Fourth Quarter 2000 Keep-Well Payment"). In
January, 2001, London Clubs made an advance payment of $5 million against the
Fourth Quarter 2000 Keep-Well Payment. The Sommer Trust paid the balance of the
Fourth Quarter 2000 Keep-Well Payment on March 30, 2001. There can be no
assurances that the Sponsors will,

or will be able to, make further cash equity contributions to Gaming if required
pursuant to the Keep-Well Agreement.

During the twelve months ended December 31, 2000, approximately
$360.2 million had been expended primarily on the development of the Aladdin, of
which approximately $337.8 million had been expended in construction, furniture,
fixtures and equipment, and capitalized interest, approximately $5.7 million in
debt issuance and member equity costs, and approximately $17.4 million in
pre-opening costs, net interest expense, and other current assets.

As of March 22, 2001, the Company had unrestricted funds available of
approximately $13.4 million. The estimated principal and interest payments
pursuant to the Bank Credit Facility for the next twelve months are as follows:

DUE DATE FORM AMOUNT
--------------------- ---- ------

3/30/01 Principal $ 4.8 million
3/30/01 Interest $ 0.2 million
5/1/01 Interest $11.3 million
6/29/01 Principal $ 4.8 million
6/29/01 Interest $ 0.1 million
8/1/01 Interest $ 9.7 million
9/28/01 Principal $ 5.8 million
9/28/01 Interest $ 0.1 million
11/1/01 Interest $ 9.6 million
12/31/01 Principal $ 5.8 million
12/31/01 Interest $ 0.1 million
2/1/02 Interest $9.5 million
-------------
TOTAL ............................. $61.8 million
=============

The estimated principal and interest payments pursuant to the FF&E Facility
for the next twelve months are as follows:

DUE DATE FORM AMOUNT
--------------------- ---- ------

6/1/01 Principal $ .65 million
6/1/01 Lease Payment $ 3.35 million
6/1/01 Interest $ .47 million
9/3/01 Principal $ .65 million
9/3/01 Lease Payment $ 3.33 million
9/3/01 Interest $ .45 million
12/1/01 Principal $ .70 million
12/1/01 Lease Payment $ 3.32 million
12/1/01 Interest $ .43 million
3/1/02 Principal $ .70 million
3/1/02 Lease Payment $ 3.31 million
3/1/02 Interest $ .41 million
--------------
TOTAL .................................. $17.77 million
==============

The Company estimates that cash on hand and projected internally generated
funds will be sufficient to fund the Company's current operations; however, such
amounts will not be sufficient to fund all the principal and interest payments
on the Company's debt during 2001. The Company and the Sponsors are seeking
alternatives to improve the Company's current liquidity, which alternatives may
include incurring

additional indebtedness, to the extent permitted under the Company's various
credit facilities, sale of an adjacent 5-acre parcel of undeveloped land,
reaching an agreement with the Company's creditors reducing the Company's
liquidity needs and/or cash equity infusions. In order for the Company to fund
all the principal and interest payments, the Company will continue to rely on
payments by the Sponsors pursuant to the Keep-Well Agreement. However, there can
be no assurances that the Company or the Sponsors will be able to improve the
Company's current liquidity or that the Sponsors will continue to perform
pursuant to the Keep-Well Agreement. In the event the Company's liquidity does
not improve or that the Sponsors do not perform under the Keep-Well Agreement or
that the Company is unable to reach agreements with its creditors reducing the
Company's liquidity needs, there would be serious doubt as to whether or not the
Company will be able to continue as a going concern.

MARKET RISK

Beginning July 20, 2000, Gaming has the following interest rate derivative
financial instruments in effect: (i) an interest rate collar with an amortizing
notional amount of $245.7 million ($237.1 million at December 31, 2000), a
maximum and minimum interest rate of 8.00% and 6.25%, respectively, and a
maturity date of June 30, 2005, (ii) an interest rate collar with an amortizing
notional amount of $159.2 million ($158.4 million at December 31, 2000), a
maximum rate of 8.00%, a minimum rate of 6.25% and a maturity date of June 30,
2005; (iii) an interest rate collar with a notional amount of $50 million, a
maximum rate of 8.00%, a minimum rate of 6.25%, and a maturity of June 30, 2005.
All rates noted above are the three-month LIBOR equivalents only and do not
include the impact of the basis point additions to LIBOR that are used in
calculating interest expense on Gaming's term loans. The fair market value of
Gaming's interest rate derivative financial instruments as provided by the
counterparty, is a net payable of approximately $10.7 million at December 31,
2000 which is not included in the Company's consolidated financial statements.

The notional amounts do not represent amounts exchanged by the parties, and
thus are not a measure of exposure of Gaming. The amounts exchanged are based on
the notional amounts and other terms of the swaps. The variable rates are
subject to change over time as LIBOR fluctuates.

Neither Gaming nor the counterparty, which is a prominent financial
institution, is required to collateralize their respective obligations under
these swaps. Gaming is exposed to loss if the counterparty defaults. However,
the Company considers the risk of non-performance to be minimal as the
counterparty is a member of the Bank Credit Facility.

Gaming has a credit facility with various financial institutions which
consists of four separate term loans. Gaming pays interest on each term loan at
LIBOR plus between 150 and 300 basis points. Gaming has entered into the collar
instruments discussed above to assist in managing interest variability on its
long-term debt. If the notional amounts on the collar differs from the long-term
debt balances, Gaming may be exposed to additional interest rate variability. On
the aforementioned collar instruments, Gaming will pay the hedge counterparty to
the extent that the three-month LIBOR drops below 6.25% and will receive
payments from the hedge counterparty to the extent the three-month LIBOR exceeds
8.0% on the then outstanding notional amount of such instruments.

CERTAIN FORWARD LOOKING STATEMENTS

Certain information included in this Form 10-K and other materials filed or
to be filed by the Company with the Securities and Exchange Commission (as well
as information included in oral statements or other written statements made or
to be made by the Company) contains statements that are forward-looking within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such statements
include, without limitation, those relating to the Bank Credit Facility, FF&E
Facility, the Keep-Well Agreement and other agreements, plans for future
operations, current operations, other business development activities, capital

spending, financing sources and the effect of regulation (including gaming and
tax regulations) and competition. Such forward-looking information involves
important risks and uncertainties that could significantly affect anticipated
results in the future and, accordingly, such results may differ from those
expressed in any forward-looking statements made by or on behalf of the Company.
These risks and uncertainties include, but are not limited to, those relating to
the current development and operations, the Company's liquidity and the extent
of the Company's alternatives thereto, the sources and extent of the Sponsors'
liquidity and the Sponsors' payments under the Keep-Well Agreements, dependence
on existing management, leverage and debt service, domestic or international
economic conditions, changes in federal or state tax laws or the administration
of such laws, changes in gaming laws or regulations (including the legalization
of gaming in certain jurisdictions) and retention of licenses and approvals
under applicable jurisdictional laws and regulations (including gaming laws and
regulations).

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There is incorporated by reference the information appearing under the
caption "Market Risk" in Item 7 of this Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Public Accountants

To the Board of Directors of
Aladdin Gaming Enterprises, Inc.:

We have audited the accompanying balance sheets of Aladdin Gaming
Enterprises, Inc. ("Enterprises") as of December 31, 2000 and 1999, and the
related statements of operations, stockholders' equity/(deficit) and cash flows
for each of the three years in the period ended December 31, 2000. These
financial statements are the responsibility of Enterprises' management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatment. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Enterprises as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2000 in conformity
with accounting principles general accepted in the United States.

The accompanying financial statements have been prepared assuming that
Enterprises will continue as a going concern. As discussed in Note 2 to the
financial statements, Enterprises' sole material asset is its investment in
Aladdin Gaming Holdings, LLC, an unconsolidated affiliate, which has disclosed
that cash on hand and projected internally generated funds will not be
sufficient to fund principal and interest payments in fiscal 2001 on its debt
and that it may not be in compliance with certain debt covenants in fiscal 2001
and future periods which raises substantial doubt about Enterprises' ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

ARTHUR ANDERSEN LLP

Las Vegas, Nevada
April 2, 2001

ALADDIN GAMING ENTERPRISES, INC.
BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
(IN THOUSANDS EXCEPT FOR SHARE DATA)

DECEMBER 31, 2000 DECEMBER 31, 1999
----------------- -----------------

ASSETS
Cash and cash equivalents................................... $ 1 $ 1
Investment in unconsolidated affiliate...................... -- 8,562
-------- --------
$ 1 $ 8,563
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)
Payable to related party.................................... $ 6 $ 4
Common Stock................................................
Class A, no par value, 2,000,000 shares authorized,
1,107,500 issued and outstanding as of December 31, 2000
and December 31, 1999
Class B, no par value and non-voting, 8,000,000 shares
authorized, 2,215,000 shares issued and outstanding and
2,215,000 shares reserved pursuant to the warrant
agreement as of December 31, 2000 and December 31,
1999.................................................... 13,247 13,247
Additional paid-in capital.................................. 14,420 14,420
Accumulated deficit......................................... (27,672) (19,108)
-------- --------
$ 1 $ 8,563
======== ========

The accompanying notes to consolidated financial statements are an integral part
of
these consolidated financial statements.

ALADDIN GAMING ENTERPRISES, INC.
STATEMENT OF OPERATIONS
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

YEAR ENDED DECEMBER 31,
------------------------------------
2000 1999 1998
---------- ---------- ----------

Other expenses........................................... $ 2 $ 1 $ 3
Equity in loss of unconsolidated affiliate............... 8,562 8,487 10,617
Income tax expense (benefit)............................. -- -- --
---------- ---------- ----------
Net loss............................................. $ 8,564 $ 8,488 $ 10,620
========== ========== ==========

Basic and diluted loss per share......................... $ 2.58 $ 2.56 $ 3.56
Shares used in per share calculation..................... 3,322,500 3,322,500 2,984,990

The accompanying notes to consolidated financial statements are an integral part
of
these consolidated financial statements.

ALADDIN GAMING ENTERPRISES, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(IN THOUSANDS)

COMMON
STOCK ADDITIONAL ACCUMULATED
CLASS A AND B PAID-IN CAPITAL DEFICIT TOTAL
------------- --------------- ----------- --------

BALANCE, JANUARY 1, 1998..................... -- 1 -- 1

Net loss..................................... -- -- (10,620) (10,620)
Issuance of Class A common stock, 1,107,499
shares issued, and Class B common stock,
2,215,000 shares issued.................... 13,247 -- -- 13,247
Issuance of Warrants to purchase Class B
common stock, 2,215,000 warrants issued.... -- 15,000 -- 15,000
Equity costs from unconsolidated affiliate... -- (581) -- (581)
------- ------- -------- --------
BALANCE, DECEMBER 31, 1998................... 13,247 14,420 (10,620) 17,047

Net loss..................................... -- -- (8,488) (8,488)
------- ------- -------- --------
BALANCE, DECEMBER 31, 1999................... 13,247 14,420 (19,108) 8,559

Net loss..................................... -- -- (8,564) (8,564)
------- ------- -------- --------
BALANCE, DECEMBER 31, 2000................... $13,247 $14,420 $(27,672) $ (5)
======= ======= ======== ========

The accompanying notes to consolidated financial statements are an integral part
of
these consolidated financial statements.

ALADDIN GAMING ENTERPRISES, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998

(IN THOUSANDS)

YEAR ENDED DECEMBER 31,
------------------------------
2000 1999 1998
-------- -------- --------

Cash flows from operating activities:
Net loss.................................................. $ (8,564) $(8,488) $(10,620)
Loss of unconsolidated affiliate.......................... 8,562 8,487 10,617
Increase in related party payable......................... 2 1 3
-------- ------- --------
Net cash used in operating activities....................... -- -- --
-------- ------- --------
Cash flows used in investing activities:
Investment in unconsolidated affiliate.................... -- -- (15,000)
-------- ------- --------
Cash flows from financing activities:
Proceeds from the issuance of stock....................... -- -- --
Proceeds from the issuance of warrants.................... -- -- 15,000
-------- ------- --------
Net cash provided by financing activities................... -- -- 15,000
-------- ------- --------
Net increase in cash and cash equivalents................... -- -- --
Cash and cash equivalents at beginning of period............ 1 1 1
-------- ------- --------
Cash and cash equivalents at end of period.................. $ 1 $ 1 $ 1
======== ======= ========

Supplemental disclosures of non-cash investing and financing
activities:
Stockholders' equity contribution book value
Land.................................................... -- -- $ 6,247
Construction in progress................................ -- -- 7,000
Equity costs from unconsolidated affiliate.............. -- -- (581)

The accompanying notes to consolidated financial statements are an integral part
of
these consolidated financial statements.

ALADDIN GAMING ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND EQUITY METHOD ACCOUNTING

Except where the context otherwise requires, Gaming Holdings and its
subsidiaries are collectively referred to herein as "Company."

Much of the following information relates to Gaming Holdings and its
subsidiaries and is included due to the relative significance of Gaming Holdings
to Gaming Enterprises.

Until August 18, 2000, the operations of the Company had been primarily
limited to the design, development and construction of the new Aladdin Resort
and Casino ("Aladdin"). The Aladdin, which commenced operations on August 18,
2000, is the centerpiece of an approximately 35-acre world-class resort, casino
and entertainment complex ("Complex") located at the center of Las Vegas
Boulevard. The Aladdin includes a luxury themed hotel of approximately 2,600
rooms, an approximately 116,000 square foot casino and six restaurants.

The Complex is comprised of: (i) the Aladdin; (ii) a themed entertainment
shopping mall with approximately 496,000 square feet of retail space ("Desert
Passage"); (iii) the newly renovated 7,000 seat Theater of the Performing Arts
("Theater"); and (iv) an approximately 4,800 space car parking facility
("Carpark" and, together with the Desert Passage, hereinafter, "Mall Project").
The Mall Project is separately owned in part by an affiliate of the Sommer
Trust.

Enterprises' interest in Gaming Holdings has been accounted for under the
equity method. However, Enterprises has discontinued applying the equity method
as the investment in Gaming Holdings has been reduced to zero. Enterprises will
resume applying the equity method after cumulative net income exceeds the
unrecognized losses.

ALADDIN GAMING ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH AND CASH EQUIVALENTS

Gaming Enterprises considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

INCOME TAXES

Gaming Enterprises accounts for income taxes using the liability method as
set forth in the SFAS No. 109, "Accounting For Income Taxes". Under the
liability method, deferred taxes are provided based on the temporary differences
between the financial reporting basis and the tax basis of Gaming Enterprises'
assets and liabilities.

There was no income tax expense or benefit recorded for the period ending
December 31, 2000, 1999 and 1998 as there was a net loss for each period and the
realization of any deferred tax asset is uncertain.

LOSS PER BASIC AND DILUTED SHARE

Loss per basic and diluted share is based on the weighted average number of
shares outstanding. Basic and diluted shares outstanding were 3,322,500,
3,322,500 and 2,984,990 for the years ended December 31, 2000, 1999 and 1998.
Diluted shares include stock options and warrants when dilutive. Due to the loss
accumulated during the three year peiod, Gaming Enterprises' warrants would be
anti-dilutive and therefore have not been utilized in the computation of
dilutive shares.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 requires that
entities record all derivatives as assets or liabilities measured at fair value,
with the change in fair value recognized in earnings or in other comprehensive
income, depending on the use of the derivative and whether it qualifies for
hedge accounting. SFAS No. 133 amends or supercedes several current accounting
statements. In July 1999, the FASB issued SFAS No. 137 which delays the
effective date of SFAS No. 133 from fiscal year 2000 to fiscal year 2001. Gaming
Holdings is in the process of analyzing SFAS No. 133 and the impact on its
consolidated financial position and results of operations.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. LIQUIDITY AND MANAGEMENT'S PLAN

Absent an improvement in Gaming's operating results or cash equity
contributions to Gaming pursuant to the Keep-Well Agreement, Gaming estimates
that, based on its results year-to-date, it may not be in compliance with the
quarter ended June 30, 2001, financial covenant levels contained in the Bank
Credit Facility and the FF&E Facility, as amended, both as defined in Note 6 of
Aladdin Gaming Holdings LLC's consolidated financial statements. The Company
estimates that cash on hand and projected

ALADDIN GAMING ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. LIQUIDITY AND MANAGEMENT'S PLAN (CONTINUED)
internally generated funds will be sufficient to fund the Company's current
operations, however, such amounts will not be sufficient to fund all the
principal and interest payments on the Company's debt during fiscal 2001.

In order for the Company to fund all of its principal and interest payments,
the Company will continue to rely on payments from its sponsors, the Sommer
Trust and London Clubs (collectively, with their respective affiliates,
"Sponsors"), pursuant to the Keep-Well Agreement. Further, the Company and the
Sponsors are seeking alternatives to improve the Company's current liquidity,
which alternatives may include incurring additional indebtedness, to the extent
permissible under the Company's various credit facilities, sale of an adjacent
5-acre parcel of undeveloped land, reaching an agreement with the Company's
creditors reducing the Company's liquidity needs and/or equity infusions from
either a third party and/or the Sponsors.

3. INVESTMENT IN UNCONSOLIDATED AFFILIATE

As discussed in Note 1, Gaming Enterprises holds a 25% interest in Gaming
Holdings. Enterprises' interest in Gaming Holdings has been accounted for under
the equity method. However, Enteprises has discontinued applying the equity
method as the investment in Gaming Holdings has been reduced to zero.
Enterprises will resume applying the equity method after cumulative net income
exceeds the unrecognized losses. Summarized condensed financial information of
Gaming Holdings as of and for the years ended December 31, 2000 and 1999, is as
follows:

2000 1999
-------- --------
(IN THOUSANDS)

Aladdin Gaming Holdings, LLC
Statement of Operations Data:
Net Revenue............................................... $124,295 --
Net Loss.................................................. 76,229 $ 26,112
Gaming Enterprises' share of net loss..................... 19,057 6,528
Balance Sheet Data:
Assets:
Current Assets.......................................... $ 82,416 $ 89,592
Property and equipment, net............................. 657,470 346,337
Other assets............................................ 32,966 32,771
-------- --------
Total assets............................................ $772,852 $468,700
======== ========
Liabilities and Members' Equity
Liabilities............................................... $740,831 $441,464
Members' equity
Gaming Enterprises...................................... (18,641) 8,562
Other members........................................... 50,662 18,674
-------- --------
Total liabilities and members' equity................... $772,852 $468,700
======== ========

The changes in Gaming Enterprises' investment in unconsolidated affiliate is
as follows:

2000 1999
-------- --------
(IN THOUSANDS

Beginning investment balance................................ $ 8,562 $ 17,049
Equity in net loss.......................................... (8,562) (8,487)
------- --------
Ending Investment Balance................................. $ -- $ 8,562
======= ========

ALADDIN GAMING ENTERPRISES, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. INVESTMENT IN UNCONSOLIDATED AFFILIATE (CONTINUED)
The consolidated financial statements, and notes thereto, of Gaming Holdings
are attached hereto as Exhibit 99.01 and incorporated herein by this reference.

4. EQUITY CONTRIBUTIONS

On February 26, 1998, Sommer Enterprises, LLC contributed land and
$7 million of predevelopment costs in exchange for 100% of the Class A Common
Stock in Gaming Enterprises. Gaming Enterprises contributed the land, the
$7 million of predevelopment costs and the net proceeds, $15 million allocable
from the sale of the warrants to Gaming Holdings in exchange for 25% of the
common membership interests in Gaming Holdings.

NOTE 5. INCOME TAXES

Gaming Enterprises has adopted the provisions of Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes ("SFAS 109"), whereby
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under SFAS 109, the effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. SFAS 109 requires
recognition of a future tax benefit of net operating loss carryforwards and
certain other temporary differences to the extent that realization of such
benefit is more likely than not; otherwise, a valuation allowance is applied.

The deferred tax asset is comprised of the net operating loss carryforward
related to Gaming Enterprises' tax allocation of Aladdin Gaming Holdings, LLC's
taxable loss.

SFAS 109 requires recognition of the future tax benefit of this asset to the
extent realization of such benefits is more likely than not; otherwise, a
valuation allowance is applied. At December 31, 2000, the Company determined
that approximately $12.1 million, of tax benefits did not meet the realization
criteria because of the Company's historical operating results. Accordingly, a
valuation allowance was applied to reserve against the applicable deferred tax
asset.

At December 31, 2000, the Company had net operating loss carryforwards
available for income tax purposes of approximately $12.1 million, which expire
in 2020.

NOTE 6. PRIVATE OFFERING

On February 26, 1998, Gaming Holdings, Gaming Capital Corp. ("Capital,"
together with Gaming Holdings, the "Issuers") and Gaming Enterprises consummated
a private offering ("Offering") under Rule 144A of the Securities Act of 1933.
The private offering consisted of 221,500 units ("Units"), each unit consisting
of (i) $10,000 principal amount at maturity of 13 1/2% Senior Discount Notes due
2010 ("Notes') of Gaming Holdings and Capital and (ii) 10 Warrants ("Warrants")
to purchase 10 shares of Class B non-voting Common Stock, no par value, of
Gaming Enterprises. The Notes and the Warrants became separately transferable on
July 23, 1998 and the Warrants became exercisable on July 23, 1998 and will
expire on March 1, 2010. The total amount paid for the warrants was $15 million
and is reflected as additional paid-in capital in the accompanying financial
statements.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets forth the executive officers and the directors of
Gaming Enterprises, Gaming Holdings, Gaming and Capital. A "director" of the
Gaming Holdings or Gaming as such term is used in this Form 10-K, shall refer to
a person who sits on the Board of Managers of Gaming Holdings ("Gaming Holdings
Board") or Gaming ("Gaming Board").

NAME AGE POSITION
- ---- -------- ------------------------------------------

Jack Sommer............................... 53 Chairman of the Gaming Holdings Board and
the Gaming Board; Director of Capital; and
President and Director of Gaming
Enterprises

Richard J. Goeglein....................... 66 Chief Executive Officer and President of
Gaming Holdings, Gaming and Capital;
Director of Gaming Holdings, Gaming and
Capital

Alan Goodenough........................... 57 Director of Gaming Holdings, Gaming and
Capital

G. Barry C. Hardy......................... 53 Director of Gaming Holdings, Gaming and
Capital

William Timmins........................... 53 Director of Gaming Holdings, Gaming, and
Capital; Executive Vice President of
Gaming Holdings and Gaming,
President/Chief Operating Officer of the
Aladdin Resort & Casino

Roy Ramm.................................. 50 Director of Gaming Holdings, Gaming and
Capital

Viola Sommer.............................. 79 Director of Gaming Holdings, Gaming,
Capital and Gaming Enterprises

Patricia Becker........................... 49 Senior Vice President/Corporate Affairs
and Legal and Secretary of Gaming
Holdings, Gaming and Capital and Secretary
of Gaming Enterprises

Barbara Falvey............................ 42 Senior Vice President/Human Resources of
Gaming Holdings, Gaming and Capital

Thomas A. Lettero......................... 44 Senior Vice President/Chief Financial
Officer/ Treasurer of Gaming Holdings,
Gaming and Capital and Treasurer of Gaming
Enterprises

Mark A. Clayton........................... 35 Vice President and General Counsel of
Gaming Holdings and Gaming

Jack Sommer has been the Chairman of the Gaming Holdings Board and a
director of Capital since November, 1997 and has been the Chairman of the Gaming
Board since February, 1998 and President and Director of Gaming Enterprises
since December, 1997. Mr. Sommer is both a trustee and contingent beneficiary of
the Trust. He has over 25 years of experience in developing residential and
commercial real estate, including luxury residential projects such as North
Shore Towers, in Queens County, New York, and The Sovereign at 425 East 58th
Street in Manhattan. Jack Sommer is the son of Viola Sommer.

Richard J. Goeglein has been Chief Executive Officer and a director of
Gaming Holdings, Gaming and Capital since November, 1997 and has been a director
of Gaming since February, 1998. Mr. Goeglein served as a member of the Gaming
Oversight Committee of Marriott Corporation ("Marriott") and through Gaming
Associates, provided consulting services to Marriott's gaming operations
situated outside of the United States through December 1997. Mr. Goeglein served
as a director of Hollywood Park, Inc. until October 1998. Mr. Goeglein has spent
over 30 years in the hotel/casino and food service industries. Previously,
Mr. Goeglein served as Executive Vice President and member of the Board of
Directors of Holiday Inns and Holiday Corp., and led the management team that
consummated the 1980 acquisition of Harrah's Hotels and Casino ("Harrah's") for
Holiday Inns. Subsequently, Mr. Goeglein served as President and Chief Executive
Officer of Harrah's and President and Chief Operating Officer of Holiday Corp.

Alan Goodenough has been a director of Gaming Holdings, Gaming and Capital
since February, 1998. Since August, 1999, Mr. Goodenough has been the Executive
Chairman of London Clubs, having previously served as Chief Executive since
1993. Mr. Goodenough has wide experience in the leisure and gaming industry
having been a board director of Pleasurama plc and subsequently Mecca Leisure
Group plc.

G. Barry C. Hardy has been a director of Gaming Holdings, Gaming and Capital
since February, 1998. Mr. Hardy has served as Chief Operating Officer of London
Clubs since June 1999 and before that as Finance Director of London Clubs since
1989. Previously, Mr. Hardy served as a board director of Pleasurama plc and
subsequently Mecca Leisure Group plc and has over 23 years' experience in the
leisure and gaming industry.

William Timmins has been a director of Gaming Holdings, Gaming and Capital
since December, 1998 and has been Executive Vice President of Gaming Holdings,
Gaming and Capital and President and Chief Operating Officer of the Aladdin
Resort & Casino since February 2000. Mr. Timmins has served as Executive
Director of London Clubs since June 1999, before that as Director of
International Operations of London Clubs since March, 1996. Mr. Timmins has over
thirty years of experience in the casino industry. Before joining London Clubs,
Mr. Timmins was the Managing Director of Societe Participation Investisments
Casino, the third largest gaming company in France, from 1990 until 1995.

Roy Ramm has been a Director of Gaming and Gaming Holdings since
October 21, 2000. Mr. Ramm has served as the Compliance and Security Director of
London Clubs since 1998 having joined the London Clubs group in 1996. Prior to
London Clubs, Mr. Ramm was Commander Specialist Operations (Crime) at New
Scotland Yard with London's Metropolitan Police Service where he served for
27 years. Mr. Ramm is a Council member of the British Casino Association and is
a member of the FBI National Academy Graduates Association.

Viola Sommer has been a director of Gaming Holdings and Capital since July,
2000 and a director of Gaming Enterprises since July 12, 2000. Mrs. Sommer is
both a trustee and beneficiary of the Trust. She is a member of the Jockey Club
and a trustee of the National Racing Museum and Racing Hall of Fame. She is a
Trustee Emeritus of NYRA. Viola Sommer is the mother of Jack Sommer.

Patricia Becker has been the Senior Vice President/Corporate Affairs and
Legal of Gaming Holdings, Gaming and Capital and Secretary of Gaming Holdings,
Gaming and Capital since March, 1999 and Secretary of Gaming Enterprises since
July 12, 2000. Ms. Becker currently is a director of Fitzgerald's Gaming
Corporation and chairs the Compliance Committee. On December 5, 2000,
Fitzgerald's Gaming Corporation filed a petition for bankruptcy under Chapter 11
of Title 11 of the United States Code and has been acting as a
debtor-in-possession since such petition date. From 1993 to 1995, Ms. Becker was
Chief of Staff for Nevada Governor, Bob Miller. From 1985 to 1993, Ms. Becker
was with Harrah's Hotels and Casinos, where she held the position of Senior Vice
President and General Counsel. Prior to joining Harrah's, Ms. Becker was a
member of the Nevada State Gaming Control Board.

Barbara D. Falvey has been the Senior Vice President of Human Resources of
Gaming Holdings, Gaming and Capital since February 2000. From July 1998 to
January 2000, Ms. Falvey was the Vice President of Organization Development and
Training for Caesars World, Inc. From 1996 to 1998, Ms. Falvey was Vice
President of Human Resources for The Desert Inn in Las Vegas.

Thomas A. Lettero has been the Senior Vice President/Chief Financial Officer
of Gaming Holdings, Gaming and Capital and Treasurer of Gaming Enterprises since
March, 2000. From December 1994 to March 2000, Mr. Lettero was the Executive
Vice President and Chief Financial Officer of Stratosphere Corporation, which
filed for reorganization under Chapter 11 of the Bankruptcy Code with its
wholly-owned subsidiary, Stratosphere Gaming Corp., on January 27, 1997. The
effective date for the companies' Restated Second Amended Plan of Reorganization
was October 14, 1998. Previously, Mr. Lettero has held senior executive,
financial and administrative positions with Mirage Hotel and Casino, MGM Grand
Hotel Casino, Main Street Station, Bullwackers casinos and Palace Casinos.

Mark A. Clayton has been Vice President and General Counsel of Gaming
Holdings and Gaming since April, 1999 and was from June, 1998 to April, 1999
Vice President and Associate General Counsel of Gaming Holdings and Gaming. From
July 1995 until June 1998, Mr. Clayton served as Vice President and General
Counsel of Showboat, Inc. From May 1993 until October 1993 and from
October 1993 until June 1995, Mr. Clayton served as Deputy Chief and the Chief,
respectively, of the Corporate Securities Division of the Nevada State Gaming
Control Board.

COMMITTEES

There are currently no committees of the Board of Directors of Gaming
Enterprises. The Gaming Holdings Operating Agreement provides that there will be
Executive Management Committees which will be responsible for the day to day
management of Gaming Holdings and Gaming. The Executive Management Committee
includes the following persons: the President and Chief Executive Officer of
Gaming; the Chief Financial Officer of Gaming; the President and Chief Operating
Officer of the Aladdin; the Senior Vice President of Human Resources of Gaming;
and the Senior Vice President/Corporate Affairs of Gaming. The Gaming Holdings
Board may also establish committees of the Gaming Holdings Board as it may deem
necessary or advisable. Each of London Clubs and Sommer Enterprises is entitled
to have one of its nominee Gaming Holdings Board members on each such committee.
The Gaming Holdings Board has established a Compensation Committee that
currently consists of Messrs. Sommer, Goodenough, Hardy, Ramm and Mrs. Sommer
and an Audit Committee that currently consists of Messrs. Sommer, Goodenough and
Hardy.

ITEM 11. EXECUTIVE COMPENSATION.

Gaming Enterprises has not compensated any of its officers during 2000, 1999
or 1998.

The following table summarizes the compensation earned during 2000, 1999 and
1998 by Gaming Holdings', Gamings' and Capital's Chief Executive Officer and the
four highest compensated executive officers of the Gaming Holdings, Gaming or
Capital who earned over $100,000 in 2000, 1999 and 1998.

ANNUAL COMPENSATION(1) LONG-TERM
------------------------------------- COMPENSATION/
OTHER ANNUAL RESTRICTED STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS COMPENSATION(1)
- --------------------------- -------- -------- -------- ------------ ---------------- ---------------

Richard J. Goeglein, Chief
Executive Officer....... 2000 $683,077(2) $0 $ 17,665(3) $0 $29,821(4)
1999 $647,753(2) $0 $ 17,665(3) $0 $ 7,911(4)
1998 $630,770(2) $0 $248,379(5) $0 $22,137(4)
William Timmins, Executive
Vice President(6)....... 2000 $352,003 $0 $ 10,000(3) $0 $ 755(4)
1999 $141,077 $0 $0 $0 $ 66(4)
1998 $0 $0 $0 $0 $ 0
Thomas A. Lettero, Senior
Vice President and Chief
Financial Officer(6).... 2000 $229,231 $300,000 $ 6,539(3) $0 $ 215(4)
1999 $0 $0 $0 $0 $ 0
1998 $0 $0 $0 $0 $ 0
David Attaway, Senior Vice
President(8)............ 2000 $370,331 $0 $ 12,000(3) $0 $ 471(4)
1999 $308,104 $0 $ 12,000(3) $0 $ 204(4)
1998 $204,669 $0 $181,663(7) $0 $ 136(4)
Mark A. Clayton, Esq.
Vice President and
General Counsel......... 2000 $230,154 $0 $0 $0 $ 154(4)
1999 $175,531 $0 $0 $0 $ 108(4)
1998 $ 70,908(9) $0 $0 $0 $ 54(4)

- --------------------------

(1) All of the executive officers of the Company are compensated by Gaming.
Compensation has been paid on the Company's behalf by Aladdin Holdings, LLC
until February 26, 1998.

(2) Includes $150,000 paid to GAI in 2000, 1999 and 1998 for consulting fees.

(3) Represents automobile allowance paid to executive including federal income
tax gross-up.

(4) Represents life and disability insurance premiums paid on behalf of the
executive.

(5) Represents automobile allowance of $19,536 and moving expenses of $228,843
including federal income tax gross-up paid to Mr. Goeglein.

(6) Messrs. Timmins and Lettero became officers of the Company in 2000 and in
1999 Mr. Timmins was compensated for services which he rendered to the
Company prior to becoming an officer.

(7) Represents moving expenses of $173,163 and automobile allowance of $8,500
paid to Mr. Attaway including federal income tax gross-up.

(8) Mr. Attaway resigned all of his positions effective January 5, 2001, and,
pursuant to Mr. Attaway's employment agreement, the Company paid
Mr. Attaway $475,000 in January, 2001.

(9) Mr. Clayton's employment with the Company began in 1998.

EMPLOYMENT AGREEMENTS

Richard J. Goeglein, William Timmins, Patricia Becker, Barbara Falvey and
Thomas Lettero (collectively, "Officers") each signed an employment agreement
("Employment Agreement") with the Company. The initial term of Mr. Goeglein's
Employment Agreement is five years and six months, and the remaining Officers'
Employment Agreements have varying durations depending upon when the Employment
Agreements were executed. Pursuant to each Employment Agreement, the Officers
have such authority, responsibilities and duties as are customarily associated
with their positions with the Company. The Employment Agreements provide that,
during the term of their employment, the Officers, other than for Ms. Becker,
will devote their full time, efforts and attention to the business and affairs
of Gaming and for Ms. Becker, she will devote 60% of her time, efforts and
attention to the business and affairs of Gaming.

The terms of the Employment Agreements provide for current annual base
salary for the Officers as follows: Mr. Goeglein, $600,000; Mr. Timmins,
$475,000, Ms. Becker, $255,000 ($215,000, base salary, $40,000 as member of
compliance committee), Ms. Falvey, $200,000, and Mr. Lettero, $400,000, plus for
Messrs. Timmins and Lettero and Ms. Becker and Ms. Falvey, any bonus granted by
the Board of Directors based on relevant criteria and performance standards, and
for Mr. Goeglein a bonus based upon "on target" performances, ranging from 50%
to 75% of his base salary, and subject to certain tax provisions. Gaming's Board
will consider increases to the Officers' base salary no less frequently than
annually, commencing at the end of each Officer's first employment year. Any
increase in base salary shall be within the sole discretion of Gaming's Board.
The Employment Agreements provide that the Officers' salary cannot be reduced.
After the initial term of Mr. Goeglein's and Ms. Becker's Employment Agreements,
Gaming has agreed to retain Mr. Goeglein as a consultant to Gaming for an
additional five years at $100,000 per year and to retain Ms. Becker as a member
of the Company's Compliance Committee for an additional three years at $50,000
per year. The Officers are entitled to receive other employee benefits from
Gaming, such as automobile allowance, health, pension and retirement and
reimbursement of certain expenses.

Pursuant to the terms of the Employment Agreement, as amended, Mr. Goeglein
purchased for a total purchase price of $1,200, unvested Gaming Common
Membership Interests which were contributed to Gaming Holdings on February 26,
1998 in return for unvested Holdings Common Membership Interests representing
2.0% of the Holdings Common Membership Interests ("Restricted Membership
Interests") subject to the receipt of applicable Nevada Gaming Approval. Gaming
Enterprises' interest in Gaming Holdings will be unaffected by the vesting of
the Officer's Restricted Membership Interests. Mr. Goeglein's Restricted
Membership Interests become fully vested at the earlier of July 1, 2002 or the
date on which such interests become publicly traded, conditioned upon
Mr. Goeglein's continued relationship with Gaming. If Mr. Goeglein's employment
with Gaming and Gaming Holdings terminates, Gaming and Gaming Holdings have the
right to repurchase any unvested portion of Mr. Goeglein's Restricted Membership
Interest for an amount equal to the purchase price originally paid by
Mr. Goeglein for the Common Membership Interests. Under certain circumstances as
set forth in the Employment Agreement, including if an initial public offering
with respect to the Restricted Membership Interests has not occurred prior to
the full vesting of such interests, Mr. Goeglein has the right to sell his
vested Restricted Membership Interests to Gaming Holdings at fair market value
(subject to the receipt of applicable Gaming Approvals and to certain
restrictions on restricted payments set forth in the Note Indenture and the Bank
Credit Facility). If Gaming Holdings does not satisfy its obligation to purchase
the Restricted Membership Interests within seven days, Mr. Goeglein has the
right to require Gaming to purchase such interests at fair market value (subject
to certain restrictions on Restricted Payments set forth in the Note Indenture).
After Gaming has satisfied its obligation to purchase the Restricted Membership
Interests, Gaming Holdings has the right to call such interests from Gaming for
nominal consideration.

The Company is obligated to develop an equity compensation arrangement, or
the economic equivalent thereof, for Messrs. Timmins, Lettero, Ms. Becker and
Ms. Falvey.

The Employment Agreements may be terminated by Gaming with or without Cause
(as defined in each Employment Agreement) or by the Officers for Good Reason (as
defined in each Employment Agreement). If an Officer is terminated for Cause, he
shall be entitled only to such salary, bonus and benefits then accrued or
vested. If an Officer is terminated without Cause or upon a Change in Control
(as defined in the Employment Agreements), the Officer shall be entitled to such
salary, bonus and benefits to which he would have been entitled for the
remainder of the term or twelve months, whichever is longer (in the case of
Mr. Goeglein, any such amount remaining in connection with his term plus certain
other amounts).

Each Officer has agreed not to compete with Gaming during the term of the
Employment Agreements (plus one additional year if the Officer was terminated
for Cause) and has agreed to refrain from certain other activities in
competition with Gaming.

Each of the Employment Agreements provides that Gaming shall indemnify and
hold the Officers harmless to the fullest extent permitted by Nevada law against
costs, expenses, liabilities and losses, including reasonable attorneys' fees
and disbursements of counsel, incurred or suffered by the Officer in connection
with his services as an employee of Gaming during the term of the respective
Employment Agreement.

Mr. Goeglein's Employment Agreement provided Mr. Goeglein with relocation
expense reimbursement, an interest-free mortgage loan of $500,000 from AHL and
certain excise tax gross-up provisions.

GAI CONSULTING AGREEMENT

Gaming has entered into a consulting agreement (as amended, "Consulting
Agreement") with GAI. The Consulting Agreement was subsequently amended on
February 26, 1998, to add Gaming Holdings as a party and, pursuant to which
amendment, GAI contributed its Common Membership Interests in Gaming to Gaming
Holdings in return for Holdings Common Membership Interests. Pursuant to the
Consulting Agreement, GAI will render such consulting services as are reasonably
requested by the Gaming Board until June 30, 2002.

During the term of the Consulting Agreement, Gaming shall pay GAI a retainer
of $12,500 each month as payment for remaining on call to provide services and
expertise for such month. In addition, GAI purchased a 3% Common Membership
Interest in Gaming, which was contributed to Gaming Holdings on February 26,
1998 in return for a 3% Holdings Common Membership Interest ("GAI Membership
Interest") for a purchase price of $1,800. The GAI Membership Interest is fully
vested and is subject to certain anti-dilution provisions contained in the
Consulting Agreement (but subject to dilution upon exercise of the warrant)
issued in connection with the offering of the Notes). In addition: (a) if
Richard Goeglein is terminated from his employment with Gaming other than for
"Cause" or voluntarily terminates for "Good Reason" (as such terms are defined
in Mr. Goeglein's Employment Agreement with Gaming) after the consummation of
the Funding Transactions and the Offering; or (b) if an initial public offering
in respect of the GAI Membership Interest has not occurred prior to July 1,
2002, GAI has the right to sell any shares purchased under the Consulting
Agreement back to Gaming Holdings at their fair market value at the time of such
sale (subject to the receipt of applicable Gaming Approvals and to certain
restrictions on restricted payments set forth in the Notes Indenture and the
Bank Credit Facility). If Gaming Holdings does not satisfy its obligation to
purchase the GAI Membership Interest within seven days, GAI has the right to
require Gaming to purchase such interests at fair market value. After Gaming has
satisfied its obligation to purchase the GAI Membership Interest, Gaming
Holdings will have the right to call such interests from Gaming at nominal
value.

Pursuant to the Consulting Agreement, GAI has certain "piggyback"
registration rights with respect to its interests purchased pursuant to the
Consulting Agreement. Gaming Holdings has agreed to indemnify GAI, its legal
counsel and independent accountants against all expenses, claims, losses,
damages

and liabilities which may arise out of certain acts or omissions committed in
connection with the registration of such membership interests, and, in
connection with certain acts or omissions not committed in connection with the
registration of such membership interests, to the same extent that other senior
management and directors of Gaming and Gaming Holdings are indemnified. For
further details on the Consultant Agreement, see Exhibit 10.35 to the Company's
Registration Statement on Form S-4, Amendment No. 1, filed June 10, 1998,
Part II, Item 21.

Mr. Goeglein has granted a third party an option to acquire 15% of GAI's
interest in Gaming Holdings, subject to receipt of all necessary gaming
regulatory approvals. The Company believes that any exercise of the option will
not have a material adverse effect on the Company.

BONUS AND INCENTIVE PLANS

Gaming and Gaming Holdings are currently developing bonus and/or incentive
plans (subject to supermajority approval by the Gaming Holdings members, such
approval not to be unreasonably withheld). It is expected that the terms of any
such plans would be comparable to those customary in the industry.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following tables set forth certain information with respect to the
beneficial ownership of and the capital stock of Gaming Enterprises and the
common membership interests of Gaming Holdings by: (i) each person who, to the
knowledge of Gaming Enterprises or the Company, beneficially owns more than 5%
of the outstanding capital stock or membership interests (as the case may be);
(ii) the directors of Gaming Enterprises and Gaming Holdings; (iii) all
executive officers of Gaming Enterprises and Gaming Holdings included in the
Executive Compensation Table under "Item 11. Executive Compensation;" and
(iv) all directors and executive officers of Gaming Enterprises and Gaming
Holdings, respectively, as a group. Neither the capital stock of Gaming
Enterprises nor the membership interests of Gaming Holdings is presently listed
or traded on any securities exchange or securities market.

ALADDIN GAMING ENTERPRISES, INC.

CLASS A COMMON STOCK
---------------------------------------------------------
PRIOR TO EXERCISE OF THE ASSUMING FULL EXERCISE OF
WARRANTS CLASS A THE WARRANTS CLASS A
COMMON STOCK(5) COMMON STOCK (5)(6)
--------------------------- ---------------------------
NUMBER OF PERCENTAGE NUMBER OF PERCENTAGE
SHARES OF CLASS SHARES OF CLASS
BENEFICIALLY BENEFICIALLY BENEFICIALLY BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED OWNED OWNED OWNED
- ------------------------ ------------ ------------ ------------ ------------

Viola Sommer, Jack Sommer and Eugene Landsberg, as
trustees of the Sommer Trust(1)(2).............. 1,093,103 98.7% 1,093,103 98.7%
Jack Sommer(1)(2)................................. 1,093,103 98.7% 1,093,103 98.7%
Jack Sommer(3).................................... 14,398 1.3% 14,398 1.3%
Thomas A. Lettero(4).............................. 0 0% 0 0%
All Directors and Executive Officers as a
group(4)........................................ 1,107,500 100% 1,107,500 100%

ALADDIN GAMING ENTERPRISES, INC.

CLASS B COMMON STOCK
---------------------------------------------------------
PRIOR TO EXERCISE OF THE ASSUMING FULL EXERCISE OF
WARRANTS CLASS B THE WARRANTS CLASS B
COMMON STOCK COMMON STOCK (5)(6)
--------------------------- ---------------------------
NUMBER OF PERCENTAGE NUMBER OF PERCENTAGE
SHARES OF CLASS SHARES OF CLASS
BENEFICIALLY BENEFICIALLY BENEFICIALLY BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED OWNED OWNED OWNED
- ------------------------ ------------ ------------ ------------ ------------

Viola Sommer, Jack Sommer and Eugene Landsberg, as
trustees of the Sommer Trust(1)(2).............. 2,186,205 98.7% 2,186,205 49.4%
Jack Sommer(1)(2)................................. 2,186,205 98.7% 2,186,205 49.4%
Jack Sommer(3).................................... 28,795 1.3% 28,795 *
Thomas A. Lettero(4).............................. 0 0% 0 0%
All Directors and Executive Officers as a
group(4)........................................ 2,215,000 100% 2,215,000 50%

- ------------------------

* Represents less than one percent of the outstanding shares of Class B Common
Stock.

(1) The Sommer Trust has an option to acquire 5% of the common membership
interest in AHL from GW Vegas (representing all of GW Vegas' common
membership interest in AHL). Such option is exercisable at any time prior to
December 2001. The address of the Sommer Trust is 280 Park Avenue, New York,
New York 10017.

(2) Includes Gaming Holdings Common Membership Interests held by the Sommer
Trust. Mr. Jack Sommer, who is Chairman and a director of Gaming and Gaming
Holdings and a director of Capital and director and the President of Gaming
Enterprises, is a trustee and contingent beneficiary of the Sommer Trust.
Mrs. Sommer, Mr. Sommer and Mr. Landsberg are each deemed to beneficially
own the same interest as the Sommer Trust owns in Gaming Enterprises because
each of them is a trustee of the Sommer Trust.

(3) Subject to receipt of the necessary gaming regulatory approvals, Mr. Sommer
will own this interest directly rather than through the Sommer Trust.

(4) The directors of Gaming Enterprises are Mr. Sommer and Mrs. Sommer. The
executive officers of Gaming Enterprises are Messrs. Sommer and Lettero and
Ms. Becker. The address for Mr. Lettero and Ms. Becker is 3667 Las Vegas
Boulevard South, Las Vegas, Nevada 89109.

(5) The Class A Common Stock and Class B Common Stock in Gaming Enterprises held
by Sommer Enterprises were pledged on February 26, 1998 to the Bank Lenders
under the Credit Agreement.

(6) Upon the exercise of the Warrants, holders of the Warrant Shares will own
50% of the outstanding Class B Common Stock and 0% of the outstanding
Class A Common Stock of the Issuer.

ALADDIN GAMING HOLDINGS, LLC.

PERCENTAGE OWNERSHIP OF
PERCENTAGE OWNERSHIP OF GAMING HOLDINGS
GAMING HOLDINGS COMMON
COMMON MEMBERSHIP INTERESTS
MEMBERSHIP INTERESTS BENEFICIALLY OWNED
BENEFICIALLY OWNED PRIOR TO ASSUMING
EXERCISE OF THE FULL EXERCISE OF THE
NAME OF BENEFICIAL OWNER WARRANTS(7) WARRANTS(8)
- ------------------------ --------------------------- -----------------------

Viola Sommer, Jack Sommer and Eugene Landsberg, as
trustees of the Sommer Trust(1)(2)(3)............... 56.859375% 47.390210%
Jack Sommer(2)(3)..................................... 56.859375% 47.390210%
London Clubs(3)....................................... 50.0% 50.0%
Alan Goodenough(3).................................... 0.0% 0.0%
G. Barry C. Hardy(3).................................. 0.0% 0.0%
William Timmins(3).................................... 0.0% 0.0%
Roy Ramm(3)........................................... 0.0% 0.0%
Richard J. Goeglein(4)(5)(6).......................... 3.0% 2.500%
Thomas A. Lettero(5).................................. 0.0% 0.0%
David Attaway(5)...................................... 0.0% 0.0%
Mark A. Clayton(5).................................... 0.0% 0.0%
Jose Rueda(5)......................................... 0.1875% 0.156274%
All Directors and Executive Officers as a group
(9 persons)(9)...................................... 100% 90.0%

- ------------------------

* Represents less than one percent of the outstanding Holdings Common
Membership Interests.

(1) The Sommer Trust has an option to acquire 5% of the common membership
interests in AHL from GW Vegas (representing all of GW Vegas' common
membership interests in AHL). Such option is exercisable at any time prior
to December, 2001. The address of the Sommer Trust is 280 Park Avenue, Floor
38 West, New York, New York 10017.

(2) Includes Gaming Holdings Common Membership Interests held by the Sommer
Trust. Mr. Jack Sommer, who is Chairman and a director of Gaming Holdings
and Gaming and a director of Capital and Gaming Enterprises, is a trustee
and contingent beneficiary of the Sommer Trust. Mrs. Sommer, Mr. Sommer and
Mr. Landsberg are each deemed to beneficially own the same interest as the
Sommer Trust owns in Gaming Holdings because each of them is a trustee of
the Sommer Trust. The address for Mrs. Sommer, Mr. Sommer and Mr. Landsberg
is 280 Park Avenue, Floor 38 West, New York, New York 10017.

(3) London Clubs owns 39.953125% of the Gaming Holdings Common Membership
Interests. On November 30, 1998, London Clubs and the Sommer Trust agreed
that the Sommer Trust and its affiliates shall vote their respective
Holdings Common Membership Interests and cause Gaming Enterprises to vote
its Holdings Common Membership Interests so that (taking into account
Holdings Common Membership Interests held by London Clubs or its affiliates)
London Clubs controls fifty percent of the voting power of Gaming Holdings.
Mr. Alan Goodenough is Executive Chairman of London Clubs and a director of
Gaming Holdings, Gaming and Capital. Mr. G. Barry C. Hardy is Chief
Operating Officer of London Clubs and a director of Gaming Holdings, Gaming
and Capital. William Timmins is Executive Director of London Clubs and is a
director of Gaming Holdings, Gaming and Capital. Roy Ramm is Compliance and
Security Director of London Clubs and a director of Gaming Holdings, Gaming
and Capital. The address of London Clubs and Messrs. Goodenough, Hardy and
Ramm is 10 Brick Street, London, W1J 7HQ, United Kingdom.

(4) Mr. Richard J. Goeglein, who is Chief Executive Officer, President and a
director of Gaming Holdings, Gaming and Capital, beneficially owns 100% of
GAI, which holds 3% of the Holdings Common Membership Interests.
Mr. Goeglein has granted to a third party an option to acquire 15% of GAI's
interest in Gaming Holdings. Mr. Goeglein's address is 3667 Las Vegas
Boulevard South, Las Vegas, Nevada 89109.

(5) The address of Messrs. Goeglein, Timmins, Lettero, Attaway, Clayton and
Rueda is 3667 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Mr. Rueda
is a former executive of the Company.

(6) Mr. Goeglein has the right to acquire beneficial ownership of Gaming
Holdings Common Membership Interests representing an aggregate of 2% of such
interests, which right does not vest within 60 days. See "Item 11. Executive
Compensation."

(7) Gaming Holdings owns 100% of the Common Membership Interests and Series A
Preferred Interests of Gaming. The Common Membership Interests were, on
closing of the Bank Credit Facility, pledged to the Bank Lenders. The
Series A Preferred Interests were, on closing of the Notes offering, pledged
to the Trustee for the benefit of the Note Holders.

(8) Gaming Enterprises owns 25% of the Gaming Holdings Common Membership
Interests. Upon full exercise of the warrants issued in connection with the
offering of the Notes, holders of the shares issued upon conversion of
warrants will indirectly own 10% of the outstanding Holdings Common
Membership Interests.

(9) Mr. Attaway resigned all his positions with the Company effective
January 5, 2001.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

THE SALLE PRIVEE AGREEMENT

Gaming, London Clubs and LCNI are parties to an agreement ("Salle Privee
Agreement") which relates to The London Club at Aladdin. Under the Salle Privee
Agreement, London Clubs has agreed to guaranty the obligations of LCNI. In
consideration for the services to be furnished by LCNI under the Salle Privee
Agreement, Gaming will pay to LCNI a performance-based incentive fee ("Incentive
Marketing and Consulting Fee") calculated as follows: (i) 10% of The London Club
at Aladdin EBITDA (defined in the Salle Privee Agreement to mean gross revenue
attributable to The London Club at Aladdin, less all costs and expenses directly
attributable to The London Club at Aladdin), up to and including $15.0 million
of EBITDA; plus (ii) 12.5% of The London Club at Aladdin EBITDA, in excess of
$15.0 million, up to and including $17.0 million; plus (iii) 25% of The London
Club at Aladdin EBITDA, in excess of $17.0 million, up to and including
$20.0 million; plus (iv) 50% of The London Club at Aladdin EBITDA, in excess of
$20.0 million. The foregoing thresholds will be adjusted in accordance with
consumer price index changes every five years.

OTHER PAYMENTS TO CONTROLLING STOCKHOLDERS

In consideration for certain expenses incurred by the Sommer Trust prior to
February 26, 1998, relating to the management and coordination of the
development of the Aladdin, Gaming reimbursed $3.0 million to the Sommer Trust
on February 26, 1998. In addition, Gaming will reimburse certain ongoing
out-of-pocket expenses of the Sommer Trust relating to the development of the
Aladdin, not to exceed $0.9 million. In November, 1998, the Sommer Trust agreed
to defer reimbursement. As of December 31, 2000, the Sommer Trust had received
approximately $3.3 million of the total $3.9 million reimbursement.

In consideration for its obligations under the Keep-Well Agreement and
related arrangements, under the London Clubs Purchase Agreement, the parties
agreed that London Clubs receive (a) an initial fee of 1.0% of Gaming's
indebtedness with respect to a $265.0 million portion of the Bank Credit
Facility, which is supported and enhanced by the Keep-Well Agreement, which fee
was paid on February 26, 1998, and (b) an annual fee of 1.5%, payable in
arrears, of Gaming's annual average indebtedness with respect to a
$265.0 million portion of the Bank Credit Facility, which is supported and
enhanced by the Keep-Well Agreement for each relevant twelve month period ending
on an anniversary of the closing date of the Bank

Credit Facility, which amount shall reflect the extent, if any, by which the
obligations under the Keep-Well Agreement are reduced or eliminated over time.
As of December 31, 2000, the Company has accrued approximately $11.3 million in
Keep-Well fees payable to London Clubs. Additionally, Gaming agreed to reimburse
approximately $2.8 million to London Clubs for certain expenses incurred
relating to the Aladdin; however, in November, 1998, London Clubs agreed to
defer the payment of approximately $189,000 of this reimbursement. As of
December 31, 2000, London Clubs received approximately $2.4 million of this
$2.8 million reimbursement obligation.

MUSIC INDEBTEDNESS PAYMENTS BY THE SOMMER TRUST AND MR. SOMMER

During 1998, the Sommer Trust paid approximately $260,000 to certain trade
creditors on behalf of Aladdin Music, LLC ("Aladdin Music"), a subsidiary of
Gaming, and Mr. Sommer individually paid $500,000 to a trade creditor on behalf
of Aladdin Music. Further, during the first quarter of 1999, the Sommer Trust
paid approximately $747,000 to a trade creditor on behalf of Aladdin Music. To
the extent permissible, Aladdin Music has agreed, if and when Aladdin Music
secures a joint venture partner and financing for the hotel casino, a previously
contemplated 1,000 room hotel casino to be integrated with the Complex, to
reimburse the Sommer Trust and Mr. Sommer such advanced funds.

KEEP-WELL AGREEMENT

On February 26, 1998, London Clubs, AHL and Bazaar Holdings entered into the
Keep-Well Agreement in favor of the Administrative Agent and the lenders under
the Bank Credit Facility. The Sommer Trust joined and became a party to the
Keep-Well Agreement in July, 2000 (collectively, AHL, Bazaar Holdings, London
Clubs and the Sommer Trust, "Sponsors"). The Keep-Well Agreement is the joint
and several agreement of the Sponsors to make certain quarterly cash equity
contributions to Gaming from and after the Conversion Date if Gaming fails to
comply the minimum fixed charge coverage ratio set forth in the Bank Credit
Facility. Under the Keep-Well Agreement, the Sponsors are not required to
contribute an aggregate of more than $150 million to Gaming ($30 million in any
one fiscal year) and are not required to contribute any amounts to Gaming on or
after the earlier of the date on which Gaming complies with all of the financial
covenants set forth in the Credit Agreement for six consecutive quarterly
periods or the date on which the aggregate outstanding principal amounts of the
Credit Agreement are reduced below certain amounts. The Keep-Well Agreement was
amended in March, 2001. For a discussion of the amendment and payments under the
Keep-Well Agreement, see "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations".

BANK COMPLETION GUARANTY AND NOTEHOLDER COMPLETION GUARANTY

London Clubs, the Sommer Trust and Bazaar Holdings have entered into the
Bank Completion Guaranty in favor of the Bank Lenders. Pursuant to the Bank
Completion Guaranty, such parties have guaranteed, among other things, the
timely completion of the Aladdin. The Bank Completion Guaranty is not subject to
any maximum dollar limitations. While holders of the Notes are not party to the
Bank Completion Guaranty, London Clubs, the Sommer Trust and Bazaar Holdings
have entered into the Noteholder Completion Guaranty for the benefit of the
holders of the Notes.

ARRANGEMENTS WITH RICHARD GOEGLEIN AND GAI

Gaming has entered into the Consulting Agreement with GAI. Pursuant to the
Consulting Agreement, GAI will render such consulting services as are reasonably
requested by the Board of Gaming until June 30, 2002. During the term of the
Consulting Agreement, Gaming shall pay GAI a retainer of $12,500 per month as
payment for remaining on call to provide services and expertise for such month.
Pursuant to the Consulting Agreement, GAI purchased 3% of the Common Membership
Interests in Gaming (which were contributed to Gaming Holdings on February 26,
1998 for a 3% interest in Gaming Holdings) for $1,800. Such membership interest
is fully vested, subject to certain anti-dilution provisions, put rights and
certain "piggyback" registration rights. See "Item 10. Directors and Executive
Officers of the Registrant-GAI Consulting Agreement." In addition,
Mr. Goeglein's Employment Agreement provided Mr. Goeglein with a relocation
expense reimbursement, an interest free mortgage loan of $500,000 from AHL and
certain excise tax gross-up provisions.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)(l) The following consolidated financial statements of the Company and its
subsidiaries have been filed as a part of this report (See "Part II,
Item 8: Financial Statements and Supplementary Data"):

Report of Independent Public Accountants;

Balance Sheets as of December 31, 2000 and 1999;

Statements of Operations for the Years Ended December 31, 2000, 1999 and
1998;

Statements of Stockholders' Equity for the Years Ended December 31,
2000, 1999 and 1998;

Statements of Cash Flows for the Year Ended December 31, 2000, 1999 and
1998; and

Notes to Consolidated Financial Statements:

(a)(2) All schedules are omitted because they are not required, inapplicable,
or the information is otherwise shown in the financial statements or
notes thereto.

(a)(3) The following exhibits(1) are filed as part of this Form 10-K or
incorporated herein by reference.

EXHIBIT
NO. DESCRIPTION
- --------------------- -----------

3.1 Articles of Organization of Aladdin Gaming Holdings, LLC
("Gaming Holdings") are incorporated herein by reference
from Aladdin Gaming Enterprises, Inc.'s ("Enterprises") (SEC
File No. 333-49715) Registration Statement on Form S-1 filed
on April 9, 1998, Part II, Item 16, Exhibit 3.3.

3.2 Articles of Incorporation of Aladdin Capital Corp.
("Capital") are incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1 filed on April 9, 1998, Part II, Item 16,
Exhibit 3.4.

3.3 Articles of Organization of Aladdin Gaming, LLC ("Gaming")
are incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Registration Statement on Form S-1 filed
on April 9, 1998, Part II, Item 16, Exhibit 3.5.

3.4 Articles of Incorporation of Enterprises are incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1 filed on April
9, 1998, Part II, Item 16, Exhibit 3.1; Amendment No. 1 to
Articles of Incorporation of Enterprises is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1 filed on April
9, 1998, Part II, Item 16, Exhibit 3.2.

3.5 Operating Agreement of Gaming Holdings is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed on June 10, 1998, Part II, Item 16,
Exhibit 3.7.

- ------------------------

(1) Copies of exhibits to this Form 10-K will be furnished to any requesting
security holder who furnishes the Company a list identifying the exhibits to
be copied by the Company at a charge of $.25 per page. Alternatively, these
exhibits can be inspected, without charge, at the Public Reference Section
of the SEC located at 450 Fifth Street, NW, Washington, DC 20549 or at the
SEC internet site: http:// www.sec.gov.

EXHIBIT
NO. DESCRIPTION
- --------------------- -----------

3.6 Bylaws of Capital are incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1 filed on April 9, 1998, Part II, Item 16,
Exhibit 3.8.

3.7 Operating Agreement of Gaming is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1 filed on April 9, 1998,
Part II, Item 16, Exhibit 3.9.

3.8 Bylaws of Enterprises are incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1 filed on April 9, 1998, Part II,
Item 16, Exhibit 3.6.

4.1 Warrant Agreement, dated February 26, 1998, among
Enterprises and State Street Bank and Trust Company, as
Warrant Agent ("Warrant Agent") is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1 filed on April 9, 1998,
Part II, Item 16, Exhibit 4.1.

4.2 Warrant Registration Rights Agreement, dated February 26,
1998, among Enterprises and the Initial Purchasers (as
defined) is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1 filed on April 9, 1998, Part II, Item 16,
Exhibit 4.2.

4.3 Equity Participation Agreement, dated February 26, 1998,
among Sommer Enterprises, LLC, Enterprises, London Clubs
Nevada, Inc. ("LCNI") and the Trustee (as defined) is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1 filed on
April 9, 1998, Part II, Item 16, Exhibit 4.3.

10.1 Indenture, dated February 26, 1998, among Gaming Holdings,
Capital and State Street Bank and Trust Company, as Trustee
("Trustee") is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1 filed on April 9, 1998, Part II, Item 16,
Exhibit 10.1.

10.2 Note Registration Rights Agreement, dated February 26, 1998,
among Gaming Holdings, Capital and Merrill Lynch, Pierce
Fenner & Smith Incorporated, Credit Suisse First Boston
Corporation, CIBC Oppenheimer Corp. and Scotia Capital
Markets (USA) Inc. ("Initial Purchasers") is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1 filed on April
9, 1998, Part II, Item 16, Exhibit 10.2.

10.3 Noteholder Completion Guaranty, dated February 26, 1998,
among the Trust under Articles Sixth u/w/o Sigmund Sommer,
London Clubs International, plc ("London Clubs"), Aladdin
Bazaar Holdings, LLC and the Trustee is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
on June 10, 1998, Part II, Item 16, Exhibit 10.3.

10.4 Disbursement Agreement, dated February 26, 1998, among
Gaming Holdings, Gaming, The Bank of Nova Scotia, as
Administrative Agent under the Bank Credit Facility,
Disbursement Agent, and Securities Intermediary, U.S. Bank
National Association as Servicing Agent and the Trustee is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1 filed on June 10, 1998, Part II, Item 16, Exhibit
10.4.

10.5 The LLC Interest Pledge and Security Agreement, dated
February 26, 1998, between Gaming Holdings and the Trustee
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Registration Statement on Form S-1,
Amendment No. 1, filed June 10, 1998, Part II, Item 16,
Exhibit 10.5.

EXHIBIT
NO. DESCRIPTION
- --------------------- -----------

10.6 The Gaming Holdings Collateral Account Agreement, dated
February 26, 1998, between Gaming Holdings and the Trustee
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Registration Statement on Form S-1,
Amendment No. 1, filed June 10, 1998, Part II, Item 16,
Exhibit 10.6.

10.7 Subsidiary Guaranty, dated February 26, 1998, among
subsidiaries of London Clubs and the Trustee is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1 filed on April
9, 1998, Part II, Item 16, Exhibit 10.7.

10.8 Amended and Restated London Clubs Purchase Agreement, dated
February 26, 1998, among LCNI, London Clubs, Gaming
Holdings, Aladdin Holdings, LLC, Gaming, Sommer Enterprises,
LLC, and the Trust Under Article Sixth u/w/o Sigmund Sommer
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Registration Statement on Form S-1 filed
on April 9, 1998, Part II, Item 16, Exhibit 10.8.

10.9 Closing Schedules to Amended and Restated London Clubs
Purchase Agreement are incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1 filed on April 9, 1998, Part II, Item 16,
Exhibit 10.9.

10.10 Contribution Agreement, dated February 26, 1998, among the
Trust Under Article Sixth u/w/o Sigmund Sommer, Aladdin
Holdings, LLC, Sommer Enterprises, LLC, London Clubs and
LCNI is incorporated herein by reference from Enterprises'
(SEC File No. 333-49715) Registration Statement on Form S-1
filed on April 9, 1998, Part II, Item 16, Exhibit 10.10.

10.11 Salle Privee Agreement, dated February 26, 1998, among
Gaming, LCNI and London Clubs is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1 filed on April 9, 1998,
Part II, Item 16, Exhibit 10.11.

10.12 Credit Agreement, dated February 26, 1998, among Gaming, a
syndicate of lenders ("Bank Lenders"), The Bank of Nova
Scotia as Administrative Agent, Merrill Lynch Capital
Corporation as Syndication Agent and CIBC Oppenheimer Corp
as Documentation Agent is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1 filed June 10, 1998,
Part II, Item 16, Exhibit 10.13; First Amendment to Credit
Agreement dated January 29, 1999, by and among Gaming, Bank
Lenders, The Bank of Nova Scotia, as Administrative Agent,
Merrill Lynch Capital Corporation as Syndication Agent and
CIBC Oppenheimer Corp. as Documentation Agent is
incorporated herein by reference from Enterprises (SEC File
No. 333-49715) Form 10-K for the year ended December 31,
1999, Part IV Item 14, Exhibit 10.12; Second Amendment to
Credit Agreement, dated as of April 5, 1999, effective March
10, 1999, among Aladdin Gaming, LLC, various financial
institutions, The Bank of Nova Scotia, Merrill Lynch Capital
Corporation and CIBC Oppenheimer Corp. is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Form 8-K, dated April 27, 1999, Item 7, Exhibit
10.01; Third Amendment to Credit Agreement, dated as of June
1, 2000, among Aladdin Gaming, LLC, Various Financial
Institutions, The Bank of Nova Scotia, Merrill Lynch Capital
Corporation and CIBC Oppenheimer Corp. is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Form 10-Q filed August 14, 2000, Part II, Item 6,
Exhibit 10.01; Fourth Amendment to Credit Agreement, dated
as of July 27, 2000, among Aladdin Gaming, LLC, Various
Financial Institutions, The Bank of Nova Scotia, Merrill
Lynch Capital Corporation and CIBC Oppenheimer Corp. is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Form 10-Q filed August 14, 2000, Part II,
Item 6, Exhibit 10.02; Fifth Amendment to Credit Agreement,
dated as of December 29, 2000, among Aladdin Gaming, LLC,
Various Financial Institutions, The Bank of Nova Scotia,
Merrill Lynch Capital Corporation and CIBC Oppenheimer Corp.
which is attached as an exhibit.

EXHIBIT
NO. DESCRIPTION
- --------------------- -----------

10.13 Bank Completion Guaranty, dated February 26, 1998, among the
Trust Under Article Sixth u/w/o Sigmund Sommer, London
Clubs, Aladdin Bazaar Holdings, LLC and the Bank Lenders is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed June 10, 1998, Part II, Item 16, Exhibit 10.14.
First Amendment to Guaranty of Performance and Completion,
dated as of April 5, 1999, effective March 10, 1999, by
London Clubs International, plc, the Trust Under Article
Sixth Under the Will of Sigmund Sommer, Aladdin Bazaar
Holding, LLC and The Bank of Nova Scotia is incorporated
herein by reference from Enterprises' (SEC 333-49715) Form
8-K, dated April 27, 1999, Item 7, Exhibit 10.02.

10.14 Keep-Well Agreement, dated February 26, 1998, among Aladdin
Holdings, LLC, London Clubs and Aladdin Bazaar Holdings, LLC
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Registration Statement on Form S-1,
Amendment No. 1, filed June 10, 1998, Part II, Item 16,
Exhibit 10.15.

10.15 Design/Build Contract, dated December 4, 1997, between
Gaming and Fluor Daniel, Inc. is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed on April 9, 1998,
Part II, Item 16, Exhibit 10.16; Amendment No. 1 to
Design/Build Contract, dated January 21, 1998, between
Gaming and Fluor Daniel, Inc. is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.17; Amendment
No. 2 to Design/Build Contract, dated January 28, 1998,
between Gaming and Fluor Daniel, Inc. is incorporated herein
by reference from Enterprises' File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.18; Fluor
Guaranty, dated December 4, 1997, between the Company and
Fluor Corporation is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.19.

10.16 Site Work, Development and Construction Agreement, dated
February 26, 1998, among Gaming, Aladdin Bazaar, LLC and
Aladdin Holdings, LLC is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.20.

10.17 Construction, Operation and Reciprocal Easement Agreement,
dated February 26, 1998, among Gaming, Aladdin Bazaar, LLC
and Aladdin Music Holdings, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.21.

10.18 Common Parking Area Use Agreement, dated February 26, 1998,
between Gaming and Aladdin Bazaar, LLC is incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1,
Amendment No. 1, filed June 10, 1998, Part II, Item 16,
Exhibit 10.22.

10.19 Music Project Lease, dated February 26, 1998, between Gaming
and Aladdin Music Holdings, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 2, filed
on July 22, 1998, Part II, Item 16, Exhibit 10.23; and Lease
Termination Agreement, dated November 20, 2000, by and
between Aladdin Gaming, LLC and Aladdin Music Holdings, LLC
which is attached as an exhibit.

EXHIBIT
NO. DESCRIPTION
- --------------------- -----------

and Lease Termination Agreement, dated November 20, 2000, by
and between Aladdin Gaming, LLC and Aladdin Bazaar, LLC
which is attached as an exhibit.

10.21 Deed of Trust, Assignment of Rents and Leases, Fixture
Filing and Security Agreement, dated February 26, 1998, made
by Gaming to Stewart Title of Nevada, as trustee for the
benefit of the Bank of Nova Scotia is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.25; First
Amendment to Deed of Trust, Assignment of Rents and Leases,
Fixture Filing and Security Agreement, dated as of July 27,
2000, made by and between Aladdin Gaming, LLC, as Trustor,
and Stewart Title of Nevada, as Trustee, for the benefit of
The Bank of Nova Scotia is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Form 10-Q filed
August 14, 2000, Part II, Item 6, Exhibit 10.05.

10.22 Development Agreement, dated December 3, 1997, between
Aladdin and Northwind Aladdin, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed on April 9, 1998,
Part II, Item 16, Exhibit 10.26.

10.23 Energy Service Agreement, dated September 24, 1998, between
Aladdin and Northwind Aladdin, LLC is incorporated herein by
reference from Enterprises; (SEC File No. 333-49715) Form
10-K for the year ended December 31, 1999, Part IV, Item 14,
Exhibit 10.23. Amendment and Agreement to the Energy Service
Agreement, dated September 25, 1998, between Northwind
Aladdin, LLC and Aladdin Gaming, LLC is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.01. Second Amendment and Agreement to the Energy
Service Agreement, dated May 28, 1999, between Northwind
Aladdin, LLC and Aladdin Gaming, LLC is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.02. Third Amendment and Agreement to the Energy
Service Agreement, dated May 28, 1999, between Northwind
Aladdin, LLC and Aladdin Gaming, LLC is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.03. Consent and Ratification and Reaffirmation
Agreement, dated May 27, 1999, between The Bank of Nova
Scotia in its capacity as the Administrative Agent for the
Lenders and Aladdin Gaming, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.05. Energy Services Coordination Agreement, dated
May 28, 1999, between Aladdin Gaming, LLC and Aladdin
Bazaar, LLC is incorporated herein by reference from
Enterprises (SEC File No. 333-49715) Form 10-Q for the
quarter ended June 30, 1999, Part II, Item 6, Exhibit
10.04. Subordination Non-Disturbance and Attornment
Agreement and Consent, dated June 7, 1999, between The Bank
of Nova Scotia, as the administrative agent for the Aladdin
Lenders, Northwind Aladdin, LLC, Aladdin Gaming, LLC and
State Street Bank and Trust Company, as collateral agent for
the Northwind Noteholders, Aladdin Music, LLC and Aladdin
Music Holdings, LLC is incorporated herein by reference from
the Enterprises' (SEC File No. 333-49715) Form 10-Q for the
quarter ended June 30, 1999, Part II, Item 6, Exhibit 10.06.

10.24 Energy Lease, dated December 3, 1997, between Gaming and
Northwind Aladdin, LLC is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, filed on April 9, 1998, Part II, Item
16, Exhibit 10.28.

10.25 Unicom Guaranty, dated December 3, 1997, between Unicom
Corporation and Gaming is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, filed on April 9, 1998, Part II, Item
16, Exhibit 10.29.

EXHIBIT
NO. DESCRIPTION
- --------------------- -----------

10.26 Limited Liability Company Agreement of Aladdin Bazaar, LLC,
dated September 3, 1997, between TH Bazaar Centers, Inc. and
Aladdin Bazaar Holdings, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed on April 9, 1998,
Part II, Item 16, Exhibit 10.30; First Amendment to the
Limited Liability Company Agreement of Aladdin Bazaar, LLC,
dated October 16, 1997, is incorporated herein by reference
to Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, filed on April 9, 1998, Part II, Item
16, Exhibit 10.31; Second Amendment to Limited Liability
Company Agreement of Aladdin Bazaar, LLC, dated May 1998, is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed June 10, 1998, Part II, Item 16, Exhibit 10.50.

10.27 Music Project Memorandum of Understanding and Letter of
Intent, dated September 2, 1997, between Gaming and Planet
Hollywood International, Inc. is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.32; Amendment to
Music Project Memorandum of Understanding and Letter of
Intent, dated October 15, 1997, between Gaming and Planet
Hollywood International, Inc. is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.50.

10.28 GAI Contribution and Amendment Agreement, dated February 26,
1998, among Gaming Holdings, Gaming, and GAI, LLC is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, filed on
April 9, 1998, Part II, Item 16, Exhibit 10.34.

10.29 Goeglein Contribution and Amendment Agreement, dated
February 26, 1998, among Gaming Holdings, Gaming and Richard
J. Goeglein is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1, filed on April 9, 1998, Part II, Item 16,
Exhibit 10.35.

10.30 McKennon Contribution and Amendment Agreement, dated
February 26, 1998, among Gaming Holdings, Gaming and James
H. McKennon is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1, filed on April 9, 1998, Part II, Item 16,
Exhibit 10.36.

10.31 Klerk Contribution and Amendment Agreement, dated February
26, 1998, among Gaming Holdings, Gaming and Cornelius T.
Klerk is incorporated herein by reference from Enterprises'
(SEC File No. 333-49715) Registration Statement on Form S-1,
filed on April 9, 1998, Part II, Item 16, Exhibit 10.37.

10.32 Galati Contribution and Amendment Agreement, dated February
26, 1998, among Gaming Holdings, Gaming and Lee A. Galati is
incorporated herein by reference to Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, filed on
April 9, 1998, Part II, Item 16, Exhibit 10.38.

10.33 Rueda Contribution and Amendment Agreement, dated February
26, 1998, among Gaming Holdings, Gaming and Jose A. Rueda is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, filed on
April 9, 1998, Part II, Item 16, Exhibit 10.39.

10.34 GAI Consulting Agreement, dated July 1, 1997, between GAI,
LLC and Gaming as amended as of January, 1998 is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715)

EXHIBIT
NO. DESCRIPTION
- --------------------- -----------

Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.40.

10.35 Employment and Consulting Agreement, dated July 1, 1997,
between Gaming and Richard J. Goeglein, as amended as of
January, 1998, is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1, Amendment No. 1, filed June 10, 1998, Part II,
Item 16, Exhibit 10.41.

10.36 Employment Agreement, dated July 28, 1997, between Gaming
and James H. McKennon is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.42. Amendment No. 2 to the
Employment Agreement between Aladdin Gaming, LLC, Aladdin
Gaming Holdings, LLC and James McKennon, dated January 27,
1999 is incorporated herein by reference from Enterprises'
(SEC 333-49715) Form 10-Q for the quarter ended March 31,
1999, Part II, Item 6, Exhibit 10.01.

10.37 Employment Agreement, dated July 26, 1997, between Gaming
and Cornelius T. Klerk is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.43. Amendment No. 2 to the
Employment Agreement between Aladdin Gaming, LLC, Aladdin
Gaming Holdings, LLC and Cornelius T. Klerk, dated January
27, 1999, is incorporated herein by reference from
Enterprises (SEC File No. 333-49715) Form 10-Q for the
quarter ended March 31, 1999, Part II, Item 6, Exhibit
10.02.

10.38 Employment Agreement, dated August 19, 1997, between Gaming
and Lee A. Galati is incorporated herein by reference from
the Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.44. Amendment No. 2 to the
Employment Agreement between Aladdin Gaming, LLC, Aladdin
Gaming Holdings, LLC and Lee Galati, dated January 27, 1999,
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Form 10-Q for the quarter ended
March 31, 1999, Part II, Item 6, Exhibit 10.04.

10.39 Employment Agreement, dated July 1, 1997, between Gaming and
Jose A. Rueda is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1, Amendment No. 1, filed June 10, 1998, Part II,
Item 16, Exhibit 10.45. Amendment No. 2 to the Employment
Agreement between Aladdin Gaming, LLC, Aladdin Gaming
Holdings, LLC and Jose A. Rueda, dated January 27, 1999 is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Form 10-Q for the quarter ended March 31,
1999, Part II, Item 6, Exhibit 10.03.

10.40 FF&E Commitment Letter, dated January 23, 1998, between
Gaming and General Electric Capital Corporation is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, filed
April 9, 1998, Part II, Item 16, Exhibit 10.46; Facilities
Agreement between General Electric Capital Corporation and
Gaming, dated June 26, 1998, is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715) Form
10-Q filed August 14, 1998, Part II, Item 6, Exhibit 10.01;
Amendment No. 1 to Facilities Agreement between General
Electric Capital Corporation and Gaming, dated September 2,
1998; Agreement of Amendment, dated as of June 2, 2000,
among General Electric Capital Corporation, GMAC Commercial
Mortgage Corporation and Aladdin Gaming, LLC is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Form 10-Q filed August 14, 2000, Part II, Item 6,
Exhibit 10.03; Agreement of Amendment No. 3 dated as of
July 27, 2000, among General Electric Capital Corporation,
GMAC Commercial Mortgage

EXHIBIT
NO. DESCRIPTION
- --------------------- -----------

Corporation and Aladdin Gaming, LLC is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715) Form
10-Q filed August 14, 2000, Part II, Item 6, Exhibit 10.04;
Agreement of Amendment No. 4, dated as of December 29, 2000,
among General Electric Capital Corporation, GMAC Commercial
Mortgage Corporation and Aladdin Gaming, LLC which is
attached as an exhibit.

10.41 Intercreditor Agreement by and among The Bank of Nova
Scotia, General Electric Capital Corporation and Gaming,
dated as of June 30, 1998, is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715) Form
10-Q filed August 14, 1998, Part II, Item 6, Exhibit 10.02.

10.42 Mall Commitment Letter, dated December 29, 1997, between
Aladdin Bazaar, LLC and Fleet National Bank, as
Administrative Agent is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10,
1998, Part II, Item 16, Exhibit 10.47.

10.43 Purchase Agreement, dated February 18, 1998, among Gaming
Holdings, Capital, Enterprises, Aladdin Holdings, LLC, the
Trust under Article Sixth u/w/o Sigmund Sommer, London Clubs
and the Initial Purchasers is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed on April 9, 1998,
Part II, Item 16, Exhibit 10.48.

10.44 Contributed Land Appraisal prepared by HVS International is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed June 10, 1998, Part II, Item 16, Exhibit 10.49.

10.45 Employment Agreement dated February 25, 2000 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and William
Timmins is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Form 10-K filed March
30, 2000, Part IV, Item 14, Exhibit 10.45; Amendment No. 1
to the Employment Agreement of William Timmins, dated as of
May 24, 2000, between Aladdin Gaming, LLC, Aladdin Gaming
Holdings, LLC and William Timmins is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715) Form
10-Q filed August 14, 2000, Part II, Item 6, Exhibit 10.07.

10.46 Employment Agreement dated December 29, 1999 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and David Attaway
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Form 10-K filed March 30, 2000, Part IV,
Item 14, Exhibit 10.46.

10.47 Employment Agreement dated January 31, 2000 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and Barbara Falvey
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Form 10-K filed March 30, 2000, Part IV,
Item 14, Exhibit 10.47.

10.48 Employment Agreement dated March 7, 2000 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and Thomas Lettero
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Form 10-K filed March 30, 2000, Part IV,
Item 14, Exhibit 10.48.

10.49 Letter Agreement, dated December 10, 1999 between the Trust
Under Article Sixth u/w/o Sigmund Sommer, London Clubs
International, plc, London Clubs Nevada, Inc., Aladdin
Gaming Holdings, LLC, Sommer Enterprises, LLC, Aladdin
Gaming Enterprises, Inc., GAI, LLC and Aladdin Holdings,
LLC. Letter Agreement, dated February 23, 2000, between the
Trust under Article Sixth u/w/o Sigmund Sommer, London Clubs
International plc, London Clubs Nevada, Inc., Aladdin Gaming
Holdings, LLC, Sommer Enterprises, LLC, Aladdin Gaming
Enterprises,

EXHIBIT
NO. DESCRIPTION
- --------------------- -----------

Inc. and GAI, LLC is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Form 10-K filed March
30, 2000, Part IV, Item 14, Exhibit 10.49.

10.50 Amendment of Agreements, effective as of July 27, 2000, by
and among Aladdin Gaming, LLC, Various Financial
Institutions and The Bank of Nova Scotia is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Form 10-Q filed August 14, 2000, Part II, Item 6,
Exhibit 10.06

10.51 Employment Agreement of Patricia Becker, dated as of July
27, 2000, between Aladdin Gaming, LLC, Aladdin Gaming
Holdings, LLC and Patricia Becker is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715) Form
10-Q filed August 14, 2000, Part II, Item 6, Exhibit 10.08.

21.01 List of Subsidiaries which is attached as an exhibit.

99.01 Consolidated Financial Statements of Aladdin Gaming
Holdings, LLC and subsidiaries which is attached as an
exhibit.

- ------------------------

(b) Reports on Form 8-K. During the fourth quarter of the fiscal year ended
December 31, 2000, Gaming Enterprises did not file any Current Report on
Form 8-K.

(c) The exhibits required by Item 601 of Regulation S-K filed as part of this
Report or incorporated herein by reference are listed in Item 14(a)(3)
above, and the exhibits filed herewith are listed on the Index to Exhibits
which accompanies this Report.

(d) See Item 14(a)(2) of this Report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by this undersigned, thereunto duly authorized.

REGISTRANT: ALADDIN GAMING ENTERPRISES, INC.

By: /s/ JACK SOMMER
-----------------------------------------
Jack Sommer, PRESIDENT AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)

DATE: April 2, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

April 2, 2001 By: /s/ JACK SOMMER
-----------------------------------------
Jack Sommer, PRESIDENT AND DIRECTOR

April 2, 2001 By: /s/ THOMAS A. LETTERO
-----------------------------------------
Thomas A. Lettero, TREASURER
(PRINCIPAL ACCOUNTING OFFICER)

April 2, 2001 By: /s/ VIOLA SOMMER
-----------------------------------------
Viola Sommer, DIRECTOR

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.

Other than this Form 10-K, Aladdin Gaming Enterprises, Inc. has not issued,
and will not be issuing, any annual report to its security holders covering
Aladdin Gaming Enterprises, Inc.'s last fiscal year. Aladdin Gaming
Enterprises, Inc. has not sent, and will not send, any proxy statement, form of
proxy or other proxy soliciting material to its security holders.

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------

3.4 Articles of Incorporation of Enterprises are incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1 filed on
April 9, 1998, Part II, Item 16, Exhibit 3.1; Amendment No.
1 to Articles of Incorporation of Enterprises is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1 filed on
April 9, 1998, Part II, Item 16, Exhibit 3.2.

3.5 Operating Agreement of Gaming Holdings is incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed on June 10, 1998, Part II, Item 16, Exhibit
3.7.

3.6 Bylaws of Capital are incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1 filed on April 9, 1998, Part II, Item 16,
Exhibit 3.8.

3.8 Bylaws of Enterprises are incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1 filed on April 9, 1998, Part II, Item
16, Exhibit 3.6.

EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------

10.2 Note Registration Rights Agreement, dated February 26, 1998,
among Gaming Holdings, Capital and Merrill Lynch, Pierce
Fenner & Smith Incorporated, Credit Suisse First Boston
Corporation, CIBC Oppenheimer Corp. and Scotia Capital
Markets (USA) Inc. ("Initial Purchasers") is incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1 filed on
April 9, 1998, Part II, Item 16, Exhibit 10.2.

10.7 Subsidiary Guaranty, dated February 26, 1998, among
subsidiaries of London Clubs and the Trustee is incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1 filed on
April 9, 1998, Part II, Item 16, Exhibit 10.7.

10.10 Contribution Agreement, dated February 26, 1998, among the
Trust Under Article Sixth
u/w/o Sigmund Sommer, Aladdin Holdings, LLC, Sommer
Enterprises, LLC, London Clubs and LCNI is incorporated
herein by reference from Enterprises' (SEC
File No. 333-49715) Registration Statement on Form S-1 filed
on April 9, 1998, Part II, Item 16, Exhibit 10.10.

EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------

10.11 Salle Privee Agreement, dated February 26, 1998, among
Gaming, LCNI and London Clubs is incorporated herein by
reference from Enterprises' (SEC File No. 333- 49715)
Registration Statement on Form S-1 filed on April 9, 1998,
Part II, Item 16, Exhibit 10.11.

10.12 Credit Agreement, dated February 26, 1998, among Gaming, a
syndicate of lenders ("Bank Lenders"), The Bank of Nova
Scotia as Administrative Agent, Merrill Lynch Capital
Corporation as Syndication Agent and CIBC Oppenheimer Corp
as Documentation Agent is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1 filed June 10, 1998,
Part II, Item 16, Exhibit 10.13; First Amendment to Credit
Agreement dated January 29, 1999, by and among Gaming, Bank
Lenders, The Bank of Nova Scotia, as Administrative Agent,
Merrill Lynch Capital Corporation as Syndication Agent and
CIBC Oppenheimer Corp. as Documentation Agent is
incorporated herein by reference from Enterprises (SEC File
No. 333-49715) Form 10-K for the year ended December 31,
1999 Part IV, Item 14, Exhibit 10.12; Second Amendment to
Credit Agreement, dated as of April 5, 1999, effective
March 10, 1999, among Aladdin Gaming, LLC, various financial
institutions, The Bank of Nova Scotia, Merrill Lynch Capital
Corporation and CIBC Oppenheimer Corp. is incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Form 8-K, dated April 27, 1999, Item 7,
Exhibit 10.01; Third Amendment to Credit Agreement, dated as
of June 1, 2000, among Aladdin Gaming, LLC, Various
Financial Institutions, The Bank of Nova Scotia, Merrill
Lynch Capital Corporation and CIBC Oppenheimer Corp. is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Form 10-Q filed August 14, 2000, Part II,
Item 6, Exhibit 10.01; Fourth Amendment to Credit Agreement,
dated as of July 27, 2000, among Aladdin Gaming, LLC,
Various Financial Institutions, The Bank of Nova Scotia,
Merrill Lynch Capital Corporation and CIBC Oppenheimer Corp.
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Form 10-Q filed August 14, 2000, Part
II, Item 6, Exhibit 10.02; Fifth Amendment to Credit
Agreement, dated as of December 29, 2000, among Aladdin
Gaming, LLC, Various Financial Institutions, The Bank of
Nova Scotia, Merrill Lynch Capital Corporation and CIBC
Oppenheimer Corp. which is attached as an exhibit.

10.13 Bank Completion Guaranty, dated February 26, 1998, among the
Trust Under Article Sixth u/w/o Sigmund Sommer, London
Clubs, Aladdin Bazaar Holdings, LLC and the Bank Lenders is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1,
Amendment No. 1, filed June 10, 1998, Part II, Item 16,
Exhibit 10.14. First Amendment to Guaranty of Performance
and Completion, dated as of April 5, 1999, effective March
10, 1999, by London Clubs International, plc, the Trust
Under Article Sixth Under the Will of Sigmund Sommer,
Aladdin Bazaar Holding, LLC and The Bank of Nova Scotia is
incorporated herein by reference from Enterprises' (SEC
333-49715) Form 8-K, dated April 27, 1999, Item 7, Exhibit
10.02.

EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------

10.15 Design/Build Contract, dated December 4, 1997, between
Gaming and Fluor Daniel, Inc. is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed on April 9, 1998,
Part II, Item 16, Exhibit 10.16; Amendment No. 1 to
Design/Build Contract, dated January 21, 1998, between
Gaming and Fluor Daniel, Inc. is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.17; Amendment
No. 2 to Design/Build Contract, dated January 28, 1998,
between Gaming and Fluor Daniel, Inc. is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.18; Fluor
Guaranty, dated December 4, 1997, between the Company and
Fluor Corporation is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1, Amendment No. 1, filed June 10, 1998, Part II,
Item 16, Exhibit 10.19.

10.18 Common Parking Area Use Agreement, dated February 26, 1998,
between Gaming and Aladdin Bazaar, LLC is incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed June 10, 1998, Part II, Item 16, Exhibit 10.22.

10.19 Music Project Lease, dated February 26, 1998, between Gaming
and Aladdin Music Holdings, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 2, filed
on July 22, 1998, Part II, Item 16 Exhibit 10.23; and Lease
Termination Agreement, dated November 20, 2000, by and
between Aladdin Gaming, LLC and Aladdin Music Holdings, LLC
which is attached as an exhibit.

10.20 Mall Project Lease, dated February 26, 1998, between Gaming
and Aladdin Bazaar, LLC is incorporated herein by reference
from Enterprises' (SEC File No. 333- 49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.24; and Lease Termination
Agreement, dated November 20, 2000, by and between Aladdin
Gaming, LLC and Aladdin Bazaar, LLC which is attached as an
exhibit.

EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------

10.23 Energy Service Agreement, dated September 24, 1998, between
Aladdin and Northwind Aladdin, LLC is incorporated herein by
reference from Enterprises; (SEC File No. 333-49715) Form
10-K for the year ended December 31, 1999, Part IV, Item 14,
Exhibit 10.23. Amendment and Agreement to the Energy Service
Agreement, dated September 25, 1998, between Northwind
Aladdin, LLC and Aladdin Gaming, LLC is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.01. Second Amendment and Agreement to the Energy
Service Agreement, dated May 28, 1999, between Northwind
Aladdin, LLC and Aladdin Gaming, LLC is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.02. Third Amendment and Agreement to the Energy
Service Agreement, dated May 28, 1999, between Northwind
Aladdin, LLC and Aladdin Gaming, LLC is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.03. Consent and Ratification and Reaffirmation
Agreement, dated May 27, 1999, between The Bank of Nova
Scotia in its capacity as the Administrative Agent for the
Lenders and Aladdin Gaming, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.05. Energy Services Coordination Agreement, dated
May 28, 1999, between Aladdin Gaming, LLC and Aladdin
Bazaar, LLC is incorporated herein by reference from
Enterprises (SEC File No. 333-49715) Form 10-Q for the
quarter ended June 30, 1999, Part II, Item 6, Exhibit 10.04.
Subordination Non-Disturbance and Attornment Agreement and
Consent, dated June 7, 1999, between The Bank of Nova
Scotia, as the administrative agent for the Aladdin Lenders,
Northwind Aladdin, LLC, Aladdin Gaming, LLC and State Street
Bank and Trust Company, as collateral agent for the
Northwind Noteholders, Aladdin Music, LLC and Aladdin Music
Holdings, LLC is incorporated herein by reference from the
Enterprises' (SEC File No. 333-49715) Form 10-Q for the
quarter ended June 30, 1999, Part II, Item 6, Exhibit 10.06.

EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------

10.26 Limited Liability Company Agreement of Aladdin Bazaar, LLC,
dated September 3, 1997, between TH Bazaar Centers, Inc. and
Aladdin Bazaar Holdings, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed on April 9, 1998,
Part II, Item 16, Exhibit 10.30; First Amendment to the
Limited Liability Company Agreement of Aladdin Bazaar, LLC,
dated October 16, 1997, is incorporated herein by reference
to Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, filed on April 9, 1998, Part II, Item
16, Exhibit 10.31; Second Amendment to Limited Liability
Company Agreement of Aladdin Bazaar, LLC, dated May 1998, is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1,
Amendment No. 1, filed June 10, 1998, Part II, Item 16,
Exhibit 10.50.

EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------

10.34 GAI Consulting Agreement, dated July 1, 1997, between GAI,
LLC and Gaming as amended as of January, 1998 is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed June 10, 1998, Part II, Item 16, Exhibit
10.40.

10.38 Employment Agreement, dated August 19, 1997, between Gaming
and Lee A. Galati is incorporated herein by reference from
the Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.44 Amendment No. 2 to the
Employment Agreement between Aladdin Gaming, LLC, Aladdin
Gaming Holdings, LLC and Lee Galati, dated January 27, 1999,
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Form 10-Q for the quarter ended March
31, 1999, Part II, Item 6, Exhibit 10.04.

EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------

10.40 FF&E Commitment Letter, dated January 23, 1998, between
Gaming and General Electric Capital Corporation is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, filed
April 9, 1998, Part II, Item 16, Exhibit 10.46; Facilities
Agreement between General Electric Capital Corporation and
Gaming, dated June 26, 1998, is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715) Form
10-Q filed August 14, 1998, Part II, Item 6, Exhibit 10.01;
Amendment No. 1 to Facilities Agreement between General
Electric Capital Corporation and Gaming, dated September 2,
1998; Agreement of Amendment, dated as of June 2, 2000,
among General Electric Capital Corporation, GMAC Commercial
Mortgage Corporation and Aladdin Gaming, LLC is incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Form 10-Q filed August 14, 2000, Part II,
Item 6, Exhibit 10.03; Agreement of Amendment No. 3 dated as
of July 27, 2000, among General Electric Capital
Corporation, GMAC Commercial Mortgage Corporation and
Aladdin Gaming, LLC is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Form 10-Q filed August
14, 2000, Part II, Item 6, Exhibit 10.04; Agreement of
Amendment No. 4, dated as of December 29, 2000, among
General Electric Capital Corporation, GMAC Commercial
Mortgage Corporation and Aladdin Gaming, LLC which is
attached as an exhibit.

10.45 Employment Agreement dated February 25, 2000 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and William
Timmins is incorporated herein by reference from Enterprises
(SEC File No. 333-49715) Form 10-K filed March 30, 2000,
Part IV, Item 14, Exhibit 10.45; Amendment No. 1 to the
Employment Agreement of William Timmins, dated as of May 24,
2000, between Aladdin Gaming, LLC, Aladdin Gaming Holdings,
LLC and William Timmins is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Form 10-Q filed
August 14, 2000, Part II, Item 6, Exhibit 10.07.

10.46 Employment Agreement dated December 29, 1999 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and David Attaway
is incorporated herein by reference from Enterprises (SEC
File No. 333-49715) Form 10-K filed March 30, 2000, Part IV,
Item 14, Exhibit 10.46.

EXHIBIT
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------

10.47 Employment Agreement dated January 31, 2000 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and Barbara Falvey
is incorporated herein by reference from Enterprises (SEC
File No. 333-49715) Form 10-K filed March 30, 2000, Part IV,
Item 14, Exhibit 10.47.

10.48 Employment Agreement dated March 7, 2000 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and Thomas Lettero
is incorporated herein by reference from Enterprises (SEC
File No. 333-49715) Form 10-K filed March 30, 2000, Part IV,
Item 14, Exhibit 10.48.

10.50 Amendment of Agreements, effective as of July 27, 2000, by
and among Aladdin Gaming, LLC, Various Financial
Institutions and The Bank of Nova Scotia is incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Form 10-Q filed August 14, 2000, Part II,
Item 6, Exhibit 10.06

21.01 List of Subsidiaries which is attached as an exhibit.

99.01 Consolidated Financial Statements of Aladdin Gaming
Holdings, LLC and subsidiaries which is attached as an
exhibit.