LEASE
THIS LEASE is made as of February 26, 1998, by and between Aladdin
Gaming, LLC, a Nevada limited-liability company ("Lessor"), and Aladdin
Bazaar, LLC, a Delaware limited liability company ("Lessee").
R E C I T A L S :
A. Lessor is the owner in fee simple of certain real property
located at 3667 Las Vegas Boulevard South, Clark County, Nevada (the
"Master Site"), upon which Lessor intends to participate with others in the
renovation and expansion of an existing hotel and casino facility,
including, without limitation, the construction by Lessee of a themed
entertainment shopping center (the "Retail Facility") and new parking
facilities for approximately 4,800 automobiles in a car parking facility
and approximately three hundred sixty-four (364) automobiles in additional
surface parking (the "Common Parking Area"). The Master Site is more
particularly described on Exhibit "A" hereto, which is incorporated herein
by reference.
B. Lessee desires to lease from Lessor and Lessor desire to lease to
Lessee that certain portion of the Master Site upon which the Retail
Facility and the Common Parking Area will be constructed, together with all
rights, privileges, easements, Improvements (as defined below), buildings,
reversions and appurtenances thereto, a more particular description of
which is set forth on Exhibit "B" hereof, which is incorporated herein by
reference (the "Demised Premises").
C. Lessor, Lessee and Aladdin Holdings, LLC, a Delaware limited
liability company ("Holdings") have entered into that certain Site Work
Development and Construction Agreement dated concurrently herewith ("Site
Work Agreement"). Pursuant to the Site Work Agreement, certain existing
improvements on the Master Site shall be demolished by Lessor and Holdings.
D. Lessor shall be constructing and maintaining a hotel/casino
complex on the remaining portion of the Master Site as well as a parking
area thereunder (the "Hotel/Casino Facilities"), which shall be used in
connection with the Retail Facility and Common Parking Area.
IN CONSIDERATION of the recitals and the mutual promises herein, the
parties hereby agree as follows:
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ARTICLE I
DEMISED PREMISES -- TERM OF LEASE
Section 1.1. Lessor does hereby lease, rent, let and demise unto
Lessee, and Lessee does hereby lease, take and hire, pursuant to this
Lease, the Demised Premises, to have and hold the same unto Lessee, its
successors and assigns, for the Term (as defined in Section 1.3 hereof),
subject only to the terms and conditions herein provided and to the
encumbrances and exceptions to title of record as of the date hereof
(collectively, the "Permitted Exceptions"). All buildings, structures and
improvements now or at any time hereafter erected, constructed or situated
upon the Demised Premises or any part thereof prior to or during the
continuance of the term of this Lease (including all utilities systems,
loading areas, access ways, fixtures, plants, apparatus, appliances,
furnaces, boilers, machinery, engines, motors, compressors, dynamos,
elevators, fittings, piping, connections, conduits, ducts, equipment,
partitions, furnishings and personal property of every kind and description
now or hereafter affixed or attached or adjacent or subjacent to any such
building, structure or improvement now or hereafter used or procured for
use in connection with the heating, cooling, lighting, plumbing,
ventilating, air conditioning, refrigeration, cleaning or general operation
of any such building, structure or improvement, together with any and all
renewals and replacements of, additions to and substitutes for any such
building, structure or improvement or any of the above referred to property
made by Lessee) may be hereinafter sometimes collectively called the
"Improvements." Lessee acknowledges that certain existing Improvements on
the Master Site will be demolished by Lessor pursuant to the Site Work
Agreement and agrees to cooperate with Lessor at no cost or liability to
Lessee except as set forth in the Site Work Agreement.
Section 1.2. It is understood and agreed by the parties that,
following the execution hereof, Lessor shall cause the Demised Premises to
be subdivided into a separate parcel or parcels from the balance of the
Master Site, in accordance with Nevada Revised Statutes ("NRS") 278.320
through NRS 278.469, inclusive (the "Commercial Subdivision"). Lessee
agrees to cooperate with Lessor to obtain the Commercial Subdivision and to
fund its pro rata share of the cost thereof based upon the ratio that the
Demised Premises bears to the Master Site. Lessor agrees to diligently
pursue the Commercial Subdivision and to commence such process as soon as
reasonably practicable after the date hereof, but in any event so as to
complete the Commercial Subdivision prior to the "First Scheduled Opening
Date" (as such term is defined in the Site Work Agreement). As soon as
practicable after obtaining the Commercial Subdivision, and conditioned
upon the cure of any outstanding monetary defaults of Lessee, Lessor shall
convey to Lessee, at no cost or expense to Lessee, a fee interest in the
Demised Premises free and clear of any liens created by Lessor and subject
only to liens created by Lessee, the Permitted Exceptions and any
encumbrances and exceptions created in accordance with the provisions
hereof (the "Fee Transfer"). Lessor's obligations with respect to the Fee
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Transfer shall relate back to the date hereof and the recordation of the
Memorandum of Lease attached as Exhibit "C". Any mechanics' liens or other
clouds on title arising after the date of recordation of the Memorandum of
Lease shall be subordinate to the Fee Transfer.
Section 1.3. This Lease shall commence as of the date hereof and
shall terminate on the earlier to occur of (i) December 31, 2097 (ii) the
date upon which possession of the whole of the Demised Premises and the
Improvements is taken by any governmental or quasi-governmental public
authority for any public or quasi-public use under any statute or by right
of eminent domain, as set forth in Article X, and (iii) the Fee Transfer
(such period of time shall be referred to herein as the "Term"), unless
this Lease shall be otherwise sooner terminated as provided herein. In the
event that the Term of this Lease terminates pursuant to Subsections (ii),
or (iii), above, the parties shall execute, acknowledge and deliver a
ratification of that certain Construction, Operation and Reciprocal
Easement Agreement (the "REA") dated as of the date hereof and encumbering
the Master Site, substantially in the form attached hereto as Exhibit "D"
(the "Ratification of REA"), and such Ratification of REA shall be deemed
effective as of the original effective date of the REA. Lessee hereby
grants Lessor a limited power of attorney coupled with an interest for the
purpose of executing, acknowledging and delivering the Ratification of REA
upon the termination of the Term of this Lease pursuant to Subsections (ii)
or (iii) above. Neither party shall have the right to terminate this Lease
prior to the expiration of the Term under any circumstances, including,
without limitation, the occurrence of an Event of Default (as defined
below).
ARTICLE II
RENT
Section 2.1. Lessee shall pay to Lessor from and after the grand
opening of the Retail Facility to the public ("Rent Commencement Date"), in
such legal tender of the United States of America as at the time of payment
shall be acceptable for the payment of public and private debts, at the
address for Lessor set forth below or at such other place as Lessor may
from time to time designate in writing, an annual rent in the amount of Ten
and No/100 Dollars ($10.00) ("Property Rent"), payable in advance in annual
installments commencing on the Rent Commencement Date and continuing on the
same day of each year thereafter, with payments for periods of less than
one year being prorated for the number of days of that year which are part
of the term(s) of this Lease.
Section 2.2. Lessee shall pay the Property Rent without notice or
demand.
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ARTICLE III
PAYMENT OF TAXES, ASSESSMENTS, ETC.
Section 3.1. During all times prior to the Commercial Subdivision,
Lessee shall pay or cause to be paid, as additional rent, its Allocable
Share of Real Estate Taxes, as such term is defined in, and pursuant to the
terms of Section 6.6 of the REA (the "Impositions").
Section 3.2. Deliberately Omitted.
Section 3.3. The parties intend this Lease to be a "net" Lease,
subject to the terms and conditions of the REA. All expenses in connection
with the operation of the Demised Premises and Improvements during the Term
hereof shall be paid prior to the due date by Lessee, except where this
Lease or the REA expressly provides otherwise.
Section 3.4. Each party, upon the written request of the other party,
shall furnish to the requesting party and, upon the further and separate
written request of the other party, to any mortgagee to whom the requesting
party is the mortgagor, within thirty (30) days after the date when any
Imposition would become delinquent, official receipts of the appropriate
taxing authority, or other proof satisfactory to the requesting party or
such mortgagee, evidencing the payment thereof or a decision to proceed
diligently under Section 3.5.
Section 3.5. Prior to the Fee Transfer, Lessee shall have the right,
after prior written notice to Lessor, to contest the amount or validity, in
whole or in part, of any Imposition by appropriate proceedings diligently
conducted in good faith; provided, however, that Lessee must in any event
pay any such Imposition prior to any action being taken that may adversely
affect the ownership of or any leasehold or mortgagee's interest in the
Demised Premises, in any of the Improvements, or in any portion thereof
for nonpayment. Prior to commencing the contest of an Imposition, Lessee
shall notify Lessor of the nature of the contest and of the amount in
issue, and Lessor and Lessee shall use commercially reasonable efforts to
reconcile their respective positions in relation to the taxing authority.
Subject to the terms or conditions of any mortgage on the Demised Premises,
either Lessor or Lessee may, if it shall so desire, but at its sole
expense, endeavor at any time or times to obtain a lowering of the assessed
valuation upon the Demised Premises and the Improvements, or any part
thereof, for the purpose of reducing taxes thereon, and in such event, the
other party will cooperate in effecting such reduction, provided the other
party shall not be obligated to expend any money or provide any moneys in
so cooperating.
Section 3.6. Neither party shall be required to join in any
proceedings referred to in Section 3.5 of this Lease that are initiated by
the other party unless the provisions of any law, rule or regulation at the
time in effect shall require that such proceeding be brought by and or in
the name of such other party or any owner of the Demised Premises, in which
event the other party shall join in such proceedings or permit the same to
be brought in its name, but shall not, however, be subjected to any
liability for the payment of any costs or expenses in connection
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with any such proceedings not initiated by that party and the party
initiating the said proceedings will indemnify and save harmless the other
party from any such costs and expenses, reimbursing the other party
therefor upon demand. Each party shall be entitled to any refund of any
Imposition and penalties or interest from any governmental authority to the
extent such refund represents moneys paid to such governmental authority,
directly or indirectly, by that party.
Section 3.7. An official certificate or statement issued or given by
any federal, state, county or municipal authority, or any department,
bureau, board or officer thereof or of any public utility, showing the
existence of any Imposition, together with interest and penalties thereon,
the payment of which is the obligation of Lessee as herein provided, shall
be prima facie evidence for all purposes of this Lease of the existence,
amount and validity of such Imposition.
ARTICLE IV
SURRENDER OF PREMISES
Section 4.1. Subject to the provisions of Articles I and XI hereof
and the provisions of the REA, on the last day of the Term hereof, or upon
any earlier termination of this Lease (except if the Term ends as a result
of the Fee Transfer), Lessee shall surrender and deliver possession of the
Demised Premises and the Improvements to Lessor in reasonably good
condition considering their age and use, ordinary wear and tear and the
effect of casualty and condemnation excepted, without delay and free and
clear of all liens and encumbrances other than (a) the Permitted
Exceptions, and (b) those created in accordance with the provisions hereof
or the REA. At the end of the Term (except if the Term ends as a result of
the Fee Transfer), the title to and ownership of the Improvements shall
automatically vest in Lessor without the execution of any further
instrument, but Lessee shall execute a quitclaim deed and any other
appropriate conveyancing documents to Lessor if Lessor so requests.
Section 4.2. Notwithstanding any other provisions of this Lease,
where furnished by or at the expense of Lessee or any subtenant, Lessee may
(or if required by Lessor, shall) remove furniture, trade fixtures and
business equipment, furnishings and personal property of every kind,
regardless of whether or not originally classified as Improvements, at or
prior to the termination of this Lease; provided, however, that the removal
thereof will not impair the structural integrity of the Improvements. Any
damage to the Improvements resulting from such removal shall be repaired by
Lessee to the reasonable satisfaction of Lessor, taking into account normal
wear and tear.
Section 4.3. Any personal property of Lessee which shall remain in
the Improvements for more than thirty (30) days after the termination of
this Lease and the removal of Lessee, and any personal property of any
subtenant which shall remain in the Improvements for more than thirty (30)
days after the termination of this Lease and the removal of any such
subtenant from the Improvements, may, at the option of Lessor, be deemed to
have been abandoned by Lessee or such subtenant and may be retained by
Lessor as its property or may be disposed of, without accountability, in
such a manner as Lessor may see fit.
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Section 4.4. The provisions of this Article IV shall survive any
termination of this Lease.
ARTICLE V
INSURANCE
Section 5.1. The parties agree that they shall, throughout the Term
of this Lease, maintain, or cause to be maintained, in full force and
effect, such policy or policies of insurance as shall be required under
Article 8 of the REA.
ARTICLE VI
REPAIRS, MAINTENANCE AND RESTORATION
Section 6.1. Deliberately Omitted.
ARTICLE VII
CONSTRUCTION, CHANGES AND ALTERATIONS
Section 7.1. Deliberately Omitted.
Section 7.2. All construction performed on the Demised Premises or
the Hotel/Casino Facilities shall be done in accordance with Articles 3 and
9 of the REA.
ARTICLE VIII
USE OF PROPERTY
Section 8.1. Use of the Demised Premises shall be governed by the REA
and, as applicable, the Site Work Agreement.
ARTICLE IX
ENTRY ON PROPERTY BY LESSOR AND LESSEE
Section 9.1. Lessee shall permit Lessor and Lessor's authorized
representatives to enter the Demised Premises and Improvements at all
reasonable times during usual business hours after reasonable notice to
Lessee for the purpose of inspecting the same and observing the manner in
which Lessee protects, maintains and repairs the Demised Premises and
complying with the Site Work Agreement.
Section 9.2. Lessor shall have the right to enter the Demised
Premises and Improvements at all reasonable times during usual business
hours after reasonable notice to Lessee and upon Lessee's consent (which
Lessee shall not unreasonably withhold) for the
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purpose of showing the same to prospective purchasers and prospective
tenants of the Master Site, exclusive of the Demised Premises and
Improvements, provided any such entry is in compliance with Lessee's
reasonable security requirements and applicable gaming laws. Lessee shall
have the right to enter the Master Site and Hotel/Casino Facilities at all
reasonable times during usual business hours after notice to Lessor and
upon Lessor's consent (which Lessor shall not unreasonably withhold) for
the purpose of showing the same to prospective assignees of Lessee's
interest in or prospective subtenants of the Demised Premises, provided any
such entry is in compliance with Lessor's reasonable security requirements
and applicable gaming laws.
Section 9.3. Nothing contained herein is intended to alter Lessor's
or Lessee's rights under the REA regarding access.
ARTICLE X
CONDEMNATION
Section 10.1. In the event that the whole of the Demised Premises
shall be taken by any governmental or public authority for any public or
quasi-public use under any statute or by right of eminent domain, whether
by a condemnation proceeding or otherwise, then this Lease shall terminate
on the earlier of the date that title to or possession of the Demised
Premises and Improvements is taken and Property Rent and other charges
provided herein to be paid by Lessee or already paid by Lessee shall be
apportioned and paid by Lessee or refunded by Lessor to Lessee, as
appropriate, to such date. In the event that a portion of the Demised
Premises is condemned, then this Lease shall remain in full force and
effect as to the portion of the Demised Premises remaining after such
taking; provided, however, that if such partial taking occurs prior to the
Fee Transfer, Lessee's Allocable Share of Real Estate Taxes shall be
recalculated and Lessor shall refund any amounts Lessee overpaid for the
applicable tax year. Lessee shall have the right to all awards and
payments provided as compensation for any such taking, and Lessor hereby
agrees to assign and transfer to Lessee any such awards and payments
received by it, except those expressly allocated to the Lessor's interest
in the Demised Premises. Lessor and Lessee shall cooperate and shall
jointly adjust and settle all claims relating to the award.
ARTICLE XI
FEE MORTGAGES AND LEASEHOLD MORTGAGES
Section 11.1. As used herein, "Mortgage" shall mean an indenture of
mortgage, deed of trust, or a Sale and Leaseback of all or a portion of the
interest of a party ("Mortgagor") in any portion of the Master Site owned
or leased by it ("Mortgaged Premises"). "Mortgagee" shall mean either the
trustee and beneficiary/mortgagee, individually or collectively as
appropriate, under a Mortgage or the fee owner or lessor following a Sale
and Leaseback, provided that such persons are not in possession of the
Mortgaged Premises of the applicable party. A "Sale and Leaseback" shall
mean a transaction in which (a) a party who is the fee owner of its
Mortgaged Premises conveys a fee or a leasehold estate in all or a portion
of its
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Mortgaged Premises for financing purposes and, immediately thereafter, such
party, its affiliate or any guarantor of such party's covenants, agreements
and obligations set forth in this Lease or in the REA, leases or subleases
such Mortgaged Premises or portion thereof so conveyed, or (b) a party
holding a leasehold estate in its Mortgaged Premises assigns said estate
(or a portion thereof) or subleases such Mortgaged Premises (or a portion
thereof) for financing purposes and, immediately thereafter, such party,
its affiliate or any guarantor of such party's covenants, agreements and
obligations set forth in this Lease or in the REA subleases such Mortgaged
Premises or portion thereof so assigned or subleased.
Section 11.2. Any present or future Mortgage or other lien or
encumbrance affecting or encumbering Lessor's fee title to the real
property constituting the Demised Premises (the "Fee") (any such Mortgage
or other lien or encumbrance shall be referred to herein as a "Fee
Mortgage") shall be subject and subordinate to this Lease. Lessor and
Lessee acknowledge and agree that concurrently herewith, Lessor is
encumbering the Fee with a Fee Mortgage in favor of Bank of Nova Scotia as
Administrative Agent on behalf of certain lenders.
Section 11.3.
(a) Lessee shall have the right, at any time and from time to
time, to encumber, by mortgage, deed of trust or other property instrument,
the leasehold interest herein demised on such terms, conditions, and
maturity as Lessee shall determine, and to enter into any and all
extensions, modifications, amendments, replacements, and refinancing
thereof as Lessee may desire (all of the foregoing being referred to herein
collectively as "Leasehold Mortgages" and singularly as a "Leasehold
Mortgage").
(b) Lessor shall simultaneously deliver to the holder of each
Leasehold Mortgage ("Leasehold Mortgagee") and/or each trustee ("Trustee")
of any trust indenture or deed of trust relating to the Leasehold Mortgage
identified by written notice from Lessee to Lessor, a duplicate copy of any
and all notices of default or other notices which Lessor may deliver to
Lessee pursuant to the terms of this Lease, and any such notice shall not
be effective as against any such Leasehold Mortgagee or Trustee until the
duplicate copy is so delivered. A different address may be designated by
any such Leasehold Mortgagee and Trustee by notice delivered to Lessor from
time to time. Any such Leasehold Mortgagee or Trustee may, at its option
and at any time, pay any of the Rents or other sums of money herein
stipulated to be paid by Lessee or do any other act or thing required of
Lessee by the terms of this Lease in accordance with the provisions of
Sections 11.3(f) and (g) hereof; and all payments so made, and all things
so done or performed by any such Leasehold Mortgagee or Trustee shall be as
effective to cure Lessee's default as the same would have been if done and
performed by Lessee instead of by any such Leasehold Mortgagee or Trustee.
The loan documents related to any such Leasehold Mortgage (the "Loan
Documents") may, if Lessee so desires, be so conditioned as to provide
that, as between the Leasehold Mortgagee (or Trustee) and Lessee, the
Leasehold Mortgagee (or Trustee), on making good and performing any such
default or defaults on the part of Lessee, shall be thereby subrogated to
any and all of the rights of the person or persons to whom any payment
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is made by the Leasehold Mortgagee (or Trustee), and all of the rights of
Lessee hereunder. The Leasehold Mortgagee (or Trustee) shall not be or
become liable to Lessor as an assignee of this Lease until such time, if
any, as the Leasehold Mortgagee (or Trustee) shall by foreclosure or other
appropriate proceedings in the nature thereof, or as the result of any
other action of remedy provided for in the Loan Documents (or Leasehold
Mortgage), or by proper conveyance from Lessee, either acquire the rights
and interests of Lessee under the terms of this Lease or actually take
possession of the Demised Premises, and such liability of Leasehold
Mortgagee (or Trustee) shall terminate upon the Leasehold Mortgagee (or
Trustee) assigning such rights and interests to another party or
relinquishing such possession, as the case may be, provided that such
termination of liability as to the Leasehold Mortgagee (or Trustee) shall
not extinguish any default hereunder or any such liability as to any other
person or persons.
(c) Should any Leasehold Mortgagee or Trustee acquire Lessee's
interest in this Lease and the Demised Premises by foreclosure or other
appropriate proceedings in the nature thereof, or as a result of any other
action or remedy provided for by any Leasehold Mortgage, or by a proper
conveyance from Lessee, such Leasehold Mortgagee or Trustee shall take
Lessee's interest in the Demised Premises subject to all the provisions of
this Lease; and shall, so long as and only so long as it shall be the owner
of the leasehold interest, assume personally the obligations of Lessee
under this Lease.
(d) Should any Leasehold Mortgagee or Trustee or a purchaser at
a foreclosure sale acquire Lessee's interest in this Lease and in the
Demised Premises by foreclosure or other appropriate proceedings in the
nature thereof, or as a result of any other action or remedy provided for
by any Leasehold Mortgage, or by proper conveyance from Lessee, such
Leasehold Mortgagee, Trustee or purchaser may, subject to the provisions of
Article XII, assign this Lease by sale or otherwise, and any assignee of
such Leasehold Mortgagee, Trustee or purchaser may likewise assign this
Lease. subject to the provisions of Article XII below. Any assignee of
such Leasehold Mortgagee or Trustee, or any purchaser of the leasehold
interest from such Leasehold Mortgagee or Trustee, or any person taking
through any other means from such Leasehold Mortgagee or Trustee and/or
their respective successors in interest shall take such leasehold interest
subject to all the agreements, conditions, covenants and terms of this
Lease on the part of Lessee to be kept, observed and performed, and shall
as a condition of such assignment, purchase or other taking, assume and
agree by writing in form approved by and delivered to Lessor to perform all
such agreements, conditions, covenants and terms, whereupon the assignor
thereof shall be relieved thereafter of any liability hereunder; provided,
however, that any such Leasehold Mortgagee or Trustee or assignee thereof
that so acquires Lessee's interest hereunder shall not be liable for any
default of Lessee hereunder except a default in connection with Lessee's
failure to pay Impositions, but the foregoing is not intended to relieve
such Leasehold Mortgagee or Trustee or assignee thereof of obligations
under the REA, the Site Work Agreement or the Parking Agreement.
(e) No such foreclosure, assignment, sale or hypothecation of
the Demised Premises shall relieve, release, or in any manner affect the
liability of Lessee under this Lease.
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(f) Notwithstanding anything to the contrary contained herein, any
Leasehold Mortgagee or Trustee shall have until thirty (30) days after the
later of (i) notice from Lessor or the holder of the Fee Mortgage or (ii) the
expiration of the cure period given to Lessee under this Lease to cure any
default under this Lease, provided that if such default is a non-monetary
default and is not capable of cure within such thirty (30) day period, then
such period as is reasonably necessary to cure such default, so long as such
Leasehold Mortgagee or Trustee shall diligently proceed to do so. If the
non-monetary default is such that possession of the Demised Premises is
necessary to cure the same, then the period of time within which the
Leasehold Mortgagee or Trustee may cure shall be extended by the period of
time necessary for the Leasehold Mortgagee or Trustee to acquire Lessee's
interest in this Lease and the Demised Premises by foreclosure or other
appropriate proceedings (which extension shall include any period of time
during which the Leasehold Mortgagee or Trustee is prohibited or delayed from
commencing or prosecuting such proceedings by reason of the bankruptcy or
insolvency of Lessee), provided that the Leasehold Mortgagee or Trustee
promptly commences and diligently prosecutes such proceedings.
(g) Deliberately Omitted
(h) Lessor shall not agree to any mutual termination or accept
any surrender of this Lease, nor shall Lessor consent to any material
amendment or modification of this Lease, without the prior written consent
of each Leasehold Mortgagee or Trustee.
(i) Lessor agrees to execute such amendments or modifications of
this Lease as may be reasonably required by a Leasehold Mortgagee or
Trustee, at Lessee's request, provided that any such amendments and
modifications do not in any material respect diminish any right or increase
any obligation of, or adversely affect, Lessor and are in form reasonably
satisfactory to Lessor and the holder of the Fee Mortgage.
Section 11.4.
(a) Upon termination of this Lease by reason of rejection of
this Lease in a bankruptcy of Lessor or for any other reason (other than as
a result of the Fee Transfer), Lessor shall give notice thereof to the
first priority Leasehold Mortgagee or Trustee, and such Leasehold Mortgagee
or Trustee shall have the option, upon notice to Lessor deposited in the
mails not later than ninety (90) days after notice from Lessor of such
termination, to elect to receive, in its own name or in the name of its
nominee or designee, from Lessor a new lease of the Demised Premises for
the unexpired balance of the Term hereof, or any renewal or extension
hereof, on the same terms and conditions as are in this Lease set forth,
which new lease shall be effective as of the date of termination of this
Lease and Lessor agrees promptly to execute such lease, provided:
(i) such Leasehold Mortgagee or Trustee shall
simultaneously with the giving of such notice cure any monetary default of
Lessee; and
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(ii) such Leasehold Mortgagee or Trustee immediately
commences to remedy, and thereafter diligently pursues the remedy of, any
non-monetary default of Lessee, excluding those which by their very nature
are incapable of cure by any other person.
(b) The Leasehold Mortgagee or Trustee, or the nominee or
designee of either, shall thereafter observe and perform all covenants and
conditions in such new lease contained on the part of Lessee to be observed
and performed. Any such new lease shall have priority equal to this Lease.
If such Leasehold Mortgagee or Trustee (or nominee or designee) shall
become lessee under such new lease and shall subsequently assign such new
lease in accordance with Article XII herein, then such Leasehold Mortgagee
or Trustee (or nominee or designee) shall thereupon be relieved of
liability under such new lease, provided that the assignee expressly
assumes all liabilities and obligations of lessee under such new lease
thereafter accruing, and Lessee furnishes Lessor a copy of such assignment
and assumption. The termination of this Lease prior to the date on which
this Lease expires shall not terminate the right of such Leasehold
Mortgagee or Trustee (or nominee or designee) to a new lease under this
Article XI.
ARTICLE XII
ASSIGNMENT, TRANSFERS AND SUBLETTING
Section 12.1. The parties shall have the right at any time and from
time to time during the Term hereof to assign, sell or otherwise transfer
their respective interests, in whole or in part, in this Lease and the
estate created by this Lease in accordance with the requirements of the
REA; provided, however, that (a) each such assignment, sale or transfer
shall expressly be made subject to the provisions of this Lease, and (b)
any such assignment, sale or transfer shall be subject to the Discharge and
Release provisions of Article XIII hereof.
Section 12.2. Lessee shall have the right at any time and from time
to time during the Term hereof to sublet all or any part or parts of the
Demised Premises and to assign, encumber, extend, or renew any sublease,
provided that:
(a) each such sublease shall expressly be made subject to the
provisions of this Lease;
(b) each such sublease shall expire, by its express terms, no
later than the end of the Term of this Lease;
(c) Lessee remains primarily obligated to perform Lessee's
obligations hereunder; and
(d) Lessee shall use reasonable efforts to ensure that each
sublease entered into after the Term of this Lease commences shall contain
a provision requiring the sublessee, so long as the terms of such sublease
are recognized and honored, to attorn to Lessor if Lessee defaults under
this Lease, and if the subtenant is notified of Lessee's default and
instructed to
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make subtenant's rental payments to Lessor.
Section 12.3. Lessor agrees, upon written request by Lessee and
subject to the prior agreement of sublessees to attorn and make payments to
Lessor as provided in Section 12.2 hereof, and that Lessor shall execute a
non-disturbance and attornment agreement upon commercially reasonable terms
and in a form and substance acceptable to Lessor and the holder of the Fee
Mortgage, which shall not require Lessor or the holder of the Fee Mortgage
to assume any obligation to construct the Bazaar Improvements.
ARTICLE XIII
DISCHARGE AND RELEASE
Section 13.1. The discharge and release provisions set forth in
Article 11 of the REA, along with the definitions set forth in Article 1 of
the REA, shall also apply to this Lease.
ARTICLE XIV
DEFAULT PROVISIONS
Section 14.1. If any one or more of the following events happens, an
Event of Default shall be deemed to have occurred:
(a) if default shall be made in the payment of any Property Rent
payable under this Lease or any part thereof, when and as the same shall
become due and payable, and such default shall continue for a period of
ninety (90) days after written notice thereof from Lessor to Lessee; or
(b) if default shall be made in the payment of any other amounts
payable under this Lease or any part thereof, when and as the same shall
become due and payable, and such default shall continue for a period of
forty-five (45) days after written notice thereof from Lessor to Lessee; or
(c) notwithstanding the foregoing, if any mechanics' lien
encumbers the Demised Premises (other than as may be created by Lessor or
its agents) for more than thirty (30) days following actual notice to
Lessee, and Lessee shall have failed to bond around same in accordance with
applicable law, or have deposited an equivalent amount with the holder of
the Fee Mortgage. Any amount so deposited shall be released to the party
entitled to same upon the resolution of the claim underlying the mechanics
lien.
Section 14.2. If any Event of Default occurs arising from the
nonpayment of any Property Rents or any other amounts payable under this
Lease, Lessor shall have the right to sue for each installment of such
Property Rent or such other amounts as the same becomes due.
12
Section 14.3. If any Event of Default occurs other than one arising
from the nonpayment of rents ("Nonmonetary Default"), this Lease shall
remain in full force and effect and, if no resolution regarding the Event
of Default can be obtained by agreement of the parties, Lessor shall be
required to obtain its remedies by arbitration in accordance with the REA;
provided, however, that following an arbitration decision requiring Lessee
to cure a Nonmonetary Default, Lessee shall have an additional thirty (30)
days after the issuance of the said decision to cure any such default and,
if the default cannot be cured within such thirty (30) day period, Lessee
shall diligently pursue such cure.
Section 14.4. No failure by Lessor or Lessee to insist upon the
strict performance of any provision of this Lease or to exercise any right
or remedy consequent upon a breach hereof and no acceptance of full or
partial rent during the continuance of any such breach (and/or the
application thereof toward cure of the earliest occurring default) shall
constitute a waiver of any such breach or of such provision. No provision
hereof to be complied with by Lessee or Lessor, and no breach thereof shall
be waived, terminated, altered or modified, except by a written instrument
executed by Lessor and Lessee. No waiver of any breach shall affect or
alter this Lease, but each and every provision of this Lease shall continue
in full force and effect with respect to any other then existing or
subsequent breach thereof.
Section 14.5. The remedies provided herein may be exercised by the
parties entitled thereto singly, in combination, and cumulatively.
Section 14.6. Amounts payable under this Lease which become
delinquent shall bear interest, from the delinquency date until paid in
full, at the rate set forth in Section 20.9 of the REA. When the party who
owes the delinquent amount pays it, the party shall also pay the interest
accrued thereon. No amount shall be considered delinquent hereunder until
after the expiration of any applicable notice period or grace period.
Section 14.7. If default shall be made by Lessor in the performance
of any obligations of Lessor under this Lease and such default shall
continue for a period of thirty (30) days, and Lessor fails within such
period to commence to cure such default and continuously and diligently
thereafter to proceed with the curing of such default by the earliest date
by which it may through continuous, diligent effort be cured (it being
intended that in connection with a default not susceptible of being cured
with due diligence within thirty (30) days, the time of Lessor within which
to cure the same shall be extended for such period as may be necessary to
complete the same with all due diligence), then Lessee shall have all
rights and remedies available at law or in equity and not otherwise
inconsistent with the terms of this Lease or the REA. The holder of the
Fee Mortgage shall be entitled to receive notice and exercise the same or
reciprocal rights as a Leasehold Mortgagee has under Section 11.3 in
connection with a default by Lessee hereunder.
13
ARTICLE XV
INVALIDITY OF PARTICULAR PROVISIONS
Section 15.1. If any provision of this Lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such
provision to persons or circumstances other than those to which it is held
invalid or unenforceable, shall not be affected thereby, and each provision
of this Lease shall be valid and be enforced to the fullest extent
permitted by law.
ARTICLE XVI
NOTICES AND CERTIFICATES
Section 16.1. Unless otherwise provided herein, any notice,
communication, request, reply or advice (herein severally and collectively
for convenience, called "notice" in this Lease) provided or permitted to be
given, made or accepted by either party to the other, must be in writing
and may, unless otherwise expressly provided in this Lease, be given or be
served by telecopier transmittal with the original thereof deposited in the
United States mail, postpaid and certified and addressed to the party to be
notified, with return receipt requested, or by delivering the same to such
party in person or by courier. Notice transmitted via telecopier with an
original deposited in the manner hereinabove described shall be effective,
unless otherwise stated in this Lease, from and after the transmission of
said telecopied notice. Notice given in any other manner shall be
effective only if and when received by the party to be notified. For
purposes of notice, the addresses of the parties shall, until changed as
herein provided, be as follows:
LESSOR: Aladdin Gaming, LLC
c/o Sigmund Sommer Properties
2810 W. Charleston Blvd., Suite 58
Las Vegas, Nevada 89102
Attn.: Jack Sommer
Telephone: 702-870-1234
Telecopier: 702-870-8733
with copies similarly delivered to:
Aladdin Gaming, LLC
c/o Sigmund Sommer Properties
280 Park Avenue
New York, New York 10017
Attn.: Ronald Dictrow
Telephone: 212-661-0700
Telecopier: 212-661-0844
14
and: Schreck Morris
300 S. Fourth Street, Suite 1200
Las Vegas, Nevada 89101
Attn.: Ellen L. Schulhofer, Esq.
Telephone: 702-382-2101
Telecopier: 702-382-8135
and: Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
Attn.: Wallace L. Schwartz, Esq.
Telephone: 212-735-3000
Telecopier: 212-735-2000
LESSEE: Aladdin Bazaar, LLC
c/o TH Bazaar Centers, Inc.
4350 La Jolla Village Drive, Suite 400
San Diego, California 92122-1233
Attn.: Mr. Wayne Finley and
Ms. Wendy Godoy
Telephone: 619-546-1001
Facsimile: 619-546-3309
with copies similarly delivered to:
Aladdin Bazaar, LLC
c/o TH Bazaar Centers Inc.
4350 La Jolla Village Drive, Suite 400
San Diego, California 92122-1233
Attn.: General Counsel
Telephone: 619-546-1001
Facsimile: 619-546-3342
and: Allen, Matkins, Leck, Gamble & Mallory LLP
501 West Broadway, Suite 900
San Diego, California 92101
Attn.: Michael C. Pruter, Esq.
Telephone: 619-233-1155
Telecopier: 619-233-1158
Section 16.2. Notices, demands, requests and consents which shall be
served by registered or certified mail upon Lessor or Lessee in the manner
aforesaid shall be deemed sufficiently served or given for all purposes
hereunder (a) five (5) days after such notice, demand, request or consent
shall be mailed by United States registered or certified mail as
15
aforesaid in any Post Office or Branch Post Office regularly maintained by the
United States Government, or (b) upon receipt, if earlier.
ARTICLE XVII
GOVERNING LAW AND CHOICE OF FORUM
Section 17.1. This Lease shall be governed by, interpreted
under, and construed in accordance with the laws of the State of Nevada. The
Parties intend and agree that the proper forum for the litigation of any and
all disputes or controversies arising out of or related to this Lease, to the
extent that arbitration is not specified for the resolution of such dispute
as described herein, is the Eighth Judicial District Court of the State of
Nevada. Each of the parties agrees that it will not commence any action or
proceeding arising out of or relating to this Lease in any court other than
as specified in the preceding sentence on grounds of forum non conveniens or
any other grounds, and hereby stipulates and irrevocably agrees that said
courts have in personam jurisdiction over each of them for such litigation of
any dispute or controversy arising out of or in any way related to this Lease.
ARTICLE XVIII
QUIET ENJOYMENT; CONVEYANCE BY LESSOR
Section 18.1. Lessor covenants that, provided that no Event of
Default has occurred and is continuing, Lessee shall quietly have and enjoy
the Demised Premises and Improvements and all portions thereof throughout
the entire Term hereof but it is understood and agreed that this covenant
and any and all other covenants of Lessor contained in this Lease shall be
binding upon Lessor and its successors and assigns only with respect to
breaches occurring during its and their respective ownership of the
Lessor's interest hereunder.
Section 18.2. Lessor understands and agrees that Lessee shall have
control over the Demised Premises subject and pursuant to the REA, the Site
Work Agreement, and the Common Parking Area Use Agreement of even date
herewith (the "Parking Agreement").
Section 18.3. At no time during the Term of this Lease shall
Lessor, without Lessee's consent (which Lessee shall not unreasonably
withhold), grant any easement, servitude or license or enter any restrictive
covenant or accept any condition or otherwise make any grant or agreement
which will affect title to the real property constituting the Demised
Premises or Lessor's estate therein or Lessor's reversion hereunder except as
expressly permitted in the REA.
ARTICLE XIX
ESTOPPEL CERTIFICATES
Section 19.1. Each party shall at any time, and from time to
time, within ten (10) business days of written notice from the other party,
execute, acknowledge and deliver to such
16
other party and any other party identified by such other party a statement
in writing: (a) clarifying that this Lease is unmodified and in full force
and effect (or, if modified, stating the nature of such modification and
certifying that this Lease as so modified, is in full force and effect) and
the dates to which the rental and other charges are paid in advance or
delinquent, if any, (b) certifying the commencement and termination dates
of the Lease, (c) certifying that there has been no assignment or other
transfer by the certifying party of this Lease, or any interest therein
subject to Articles XI through XII hereof, (d) acknowledging that there are
not, to the certifying party's knowledge, any uncured defaults on the part
of the other party hereunder and that the certifying party has no right of
offset, counterclaim or deduction against rent, or specifying such default
if any are claimed together with the amount of any offset, counterclaim or
deduction alleged by the certifying party, and (e) setting forth any other
matters reasonably required by the requesting party. Any such statements
may be relied upon by any existing owner or prospective purchaser or any
present or prospective lender upon the security of the Demised Premises.
The failure of either party to deliver such statement within such time
shall be conclusive and binding upon that party (i) that this Lease is in
full force and effect, without modification except as may be represented by
the requesting party, and that the status of rent payments is as certified
by the requesting party, (ii) that there are no uncured defaults in the
requesting party's performance and that the party being requested to issue
a certificate has no right of offset, counterclaim or deduction against
rental, and (iii) that no more than one month's rent has been paid in
advance. In addition to the foregoing, Lessor hereby covenants and agrees,
upon the satisfaction by Lessee of the Construction Financing Requirement
and the written request of Lessee, to execute, acknowledge and deliver to
Lessee, or to such other party as Lessee may reasonably direct, a statement
in writing certifying that the Construction Financing Requirement has been
satisfied. Lessor hereby grants to Lessee an irrevocable power of attorney
coupled with a interest for the purpose of executing, acknowledging and
delivering such a statement in connection with the satisfaction of the
Construction Financing Requirement.
ARTICLE XX
INDEMNITY AND LIABILITY
Section 20.1. The parties hereto shall be subject to the same
indemnity obligations as are set forth in Section 8.1 of the REA, using the
same definitions as are set forth in Article 1 of the REA.
ARTICLE XXI
FORCE MAJEURE
Section 21.1. The rights and obligations of the parties hereto
shall be subject to the same force majeure provisions as contained in the REA.
17
ARTICLE XXII
ARBITRATION
Section 22.1. Any dispute between the parties involving this Lease,
including those arising from disagreements over interpretation or
application of the provisions hereof, and any other disputes involving
provisions of this Lease shall be resolved by binding arbitration conducted
in the manner set forth in Article 12 of the REA; provided, however, that
any Party may seek prohibitory injunctive relief without first submitting
the controversy to arbitration.
ARTICLE XXIII
MISCELLANEOUS PROVISIONS
Section 23.1. For the purpose of this Lease, unless the context
otherwise requires:
(a) The term "person" shall mean an individual, corporation,
limited liability company, joint venture, general or limited partnership,
unincorporated organization, tenancy-in-common or government, or any agency
or political subdivision thereof, and the term "successors" shall include
the executors and administrators of any individual.
(b) Words of any gender used in this Lease shall include any
other gender.
Section 23.2. Each party shall be separately responsible for any
attorneys' fees it may incur in connection with the negotiation and
preparation of this Lease and other instruments or documents mentioned
herein. If there is any legal action or proceeding between Lessor and Lessee
to enforce any provision of this Lease or to protect or establish any right
or remedy of either party hereunder, the prevailing party shall be entitled
to all costs and expenses, including reasonable attorneys' fees incurred in
connection with such action and in any appeal in connection therewith.
Section 23.3. The captions and headings in this Lease are for
convenience only, are not a part of this Lease, and do not in any way limit
or amplify the provisions hereof.
Section 23.4. The parties shall cause a Memorandum of this Lease
in the form attached hereto as Exhibit "C" to be executed and recorded with
the office of the recorder of Clark County, Nevada immediately prior to the
recording of the REA. Upon the termination of this Lease, either party, at
the other party's request, will execute a recordable statement of termination
of the Lease which states the applicable termination date.
Section 23.5. The relationship of Lessor and Lessee is that of
landlord and tenant. Nothing herein shall be deemed to be a contract for
employment or to create (a) a joint venture, (b) a partnership, (c) an
agent/principal relationship, (d) an employer-employee relationship, or (e)
any other type of relationship between Lessor and Lessee, or between Lessor
and any officer,
18
director or employee of Lessee. Nothing in this Lease shall be deemed to
interfere with Lessor's or Lessee's right to hire, terminate or discipline
their respective employees.
Section 23.6. It is mutually agreed by and between Lessor and
Lessee that the respective parties hereto shall and they hereby do waive
trial by jury in any action, proceeding or counterclaim brought by either of
the parties hereto against the other on any matters whatsoever arising out of
or in any way connected with this Lease, the relationship of Lessor and
Lessee, Lessee's use or occupancy of the Demised Premises, and/or any claim
of injury or damage.
Section 23.7. Time is of the essence of this Lease and of all of
the terms, covenants, and conditions hereof.
Section 23.8. This Lease may be executed in two or more
counterparts and all of such counterparts, taken together, shall be deemed
part of one instrument.
ARTICLE XXIV
NO MERGER OF TITLES
Section 24.1. Except as provided in Article I hereof, so long as
any mortgage on this Lease and the leasehold created hereby has not been
fully paid and satisfied and discharged of record, there shall be no merger
of this leasehold estate with any other interest or title Lessee hereunder
may acquire in the Demised Premises or any part thereof.
ARTICLE XXV
COVENANT TO BIND AND BENEFIT RESPECTIVE PARTIES
Section 25.1. The covenants of the parties herein contained shall,
subject to the provisions of this Lease, bind and inure to the benefit of
the successors and assigns of the respective parties hereto, except as
otherwise provided herein.
ARTICLE XXVI
ENTIRE AGREEMENT OF PARTIES
Section 26.1. This Lease constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and
supersedes all prior agreements, representations and understandings of the
parties. Concurrently herewith, the parties are entering into, inter alia,
the REA, the Site Work Agreement and the Parking Agreement. No addition to or
modification or termination of this Lease shall be binding unless executed in
writing by each of the parties. Except as may be otherwise provided in this
Lease, no waiver of any of the provisions of this Agreement shall be deemed,
or shall constitute, a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver and no waiver shall be
binding unless evidenced by an instrument in writing executed by the party
marking the waiver.
19
IN WITNESS WHEREOF, the parties hereto have set forth their
hands on the day and year first above mentioned.
"LESSOR" ALADDIN GAMING, LLC,
a Nevada limited-liability company
By: /s/ Jack Sommer
Name: Jack Sommer
Its: Manager
"LESSEE" ALADDIN BAZAAR, LLC,
a Delaware limited liability company
By: TH BAZAAR CENTERS, INC.
a Delaware corporation,
Its Member
By: /s/ Wayne J. Finley
Wayne J. Finley,
Senior Vice President
By: /s/ Wendy M. Godoy
Wendy M. Godoy,
Senior Vice President
By: ALADDIN BAZAAR HOLDINGS, LLC,
a Nevada limited-liability company,
Its Member
By: ALADDIN MANAGEMENT CORPORATION,
a Nevada corporation,
Its Manager
By: /s/ Jack Sommer
Name: Jack Sommer
Its: Vice President
20
STATE OF )
) ss.
COUNTY OF )
This instrument was acknowledged before me on the _____ day of
____________, 199_, by Richard Goeglein, as President of Aladdin Gaming
Corp., Manager of Aladdin Gaming, LLC.
WITNESS my hand and official seal.
-----------------------------------
Notary Public in and for said State
STATE OF )
) ss.
COUNTY OF )
This instrument was acknowledged before me on the _____ day of
____________, 199_, by Ronald B. Dictrow, as Treasurer of Aladdin Gaming
Corp., Manager of Aladdin Gaming, LLC.
WITNESS my hand and official seal.
-----------------------------------
Notary Public in and for said State
STATE OF New York )
) ss.
COUNTY OF New York )
This instrument was acknowledged before me on the 27 day of February,
1998, by Jack Sommer, as Secretary of Aladdin Gaming Corp., Manager of
Aladdin Gaming, LLC.
WITNESS my hand and official seal.
Notary Public /s/ Dawn M. Schoenig
(My Commission expires August 3, 1999)
21
STATE OF New York )
) ss.
COUNTY OF New York )
This instrument was acknowledged before me on the 27 day of February,
1998, by Wayne J. Finley, as Senior Vice President of TH Bazaar Centers
Inc., Member of Aladdin Bazaar, LLC.
Notary Public /s/ Dawn M. Schoenig
(My Commission expires August 3, 1999)
STATE OF New York )
) ss.
COUNTY OF New York )
This instrument was acknowledged before me on the 27 day of February,
1998, by Wendy M. Godoy, as Senior Vice President of TH Bazaar Centers
Inc., Member of Aladdin Bazaar, LLC.
Notary Public /s/ Dawn Schoenig
(My Commission expires August 3, 1999)
STATE OF )
) ss.
COUNTY OF )
This instrument was acknowledged before me on the _____ day of ______________
, 1998, by Ronald B. Dictrow, as Treasurer of Aladdin Bazaar Holdings,
LLC, Member of Aladdin Bazaar, LLC.
Notary Public
(My Commission expires __________________________ )
22
STATE OF New York )
) ss.
COUNTY OF New York )
This instrument was acknowledged before me on the 27 day of February,
1998, by Jack Sommer, as Vice President of Aladdin Management
Corporation, manager of Aladdin Bazaar Holdings, LLC, Member of Aladdin
Bazaar, LLC.
Notary Public /s/ Dawn M. Schoenig
(My Commission expires August 3, 1999)
23
EXHIBIT "A"
LEGAL DESCRIPTION OF THE MASTER SITE
1
EXHIBIT "B"
LEGAL DESCRIPTION OF THE DEMISED PREMISES
1
EXHIBIT "C"
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Aladdin Bazaar, LLC
c/o Allen, Matkins, Leck, Gamble & Mallory LLP
501 West Broadway, Suite 900
San Diego, California 92101
Attn.: Michael C. Pruter, Esq.
- --------------------------------------------------------------------------
(Space Above For Recorder's Use)
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE ("Memorandum'), is made as of this
26th day of February, 1998 by and between ALADDIN GAMING, LLC, a Nevada
limited-liability company ("Landlord"), and ALADDIN BAZAAR, LLC, a
Delaware limited liability company ("Tenant").
1. Landlord and Tenant have entered into that certain Lease
dated of even date herewith ("Lease"), pursuant to which Landlord has
ground leased to Tenant and Tenant has ground leased from Landlord that
certain real property located in the County of Clark, State of Nevada,
and more particularly described on Exhibit "A" attached hereto (the
"Premises"), for a term commencing on February 26, 1998 and expiring
December 31, 2097, for the rental and subject to the terms and covenants
set forth in the Lease.
2. The purpose of this Memorandum is to give notice of the
existence of the Lease. The Lease provides for the right of a mortgagee
to have a new lease in the same priority as the Lease. To the extent
that any provision of this Memorandum conflicts with any provision of
the Lease, the Lease shall control.
3. This Memorandum may be executed in counterparts, each of
which shall be deemed an original, but all of which, together shall
constitute one and the same instrument.
[Signatures on next page ]
1
IN WITNESS WHEREOF, the undersigned have caused their duly authorized
signatories execute this Memorandum of Lease.
"LESSOR" ALADDIN GAMING, LLC,
a Nevada limited-liability company
By: _____________________________
Name: ______________________
Its: ______________________
By: _____________________________
Name: ______________________
Its: ______________________
"LESSEE" ALADDIN BAZAAR, LLC,
a Delaware limited liability company
By: TH BAZAAR CENTERS, INC.,
a Delaware corporation,
Its Member
By: _____________________________
Wayne J. Finley,
Senior Vice President
By: _____________________________
Wendy M. Godoy,
Senior Vice President
By: ALADDIN BAZAAR HOLDINGS, LLC,
a Nevada limited-liability company,
Its Member
By: ALADDIN MANAGEMENT CORPORATION,
a Nevada corporation,
Its Manager
By: _____________________________
Name: _______________________
Its: _______________________
By: _____________________________
Name: _______________________
Its: _______________________
2
STATE OF ___________________)
) ss.
COUNTY OF __________________)
This instrument was acknowledged before me on the _____ day of
____________, 199_, by Richard Goeglein, as President of Aladdin Gaming
Corp., Manager of Aladdin Gaming, LLC.
WITNESS my hand and official seal.
-----------------------------------
Notary Public in and for said State
STATE OF ___________________)
) ss.
COUNTY OF __________________)
This instrument was acknowledged before me on the _____ day of
____________, 199_, by Ronald B. Dictrow, as Treasurer of Aladdin Gaming
Corp., Manager of Aladdin Gaming, LLC.
WITNESS my hand and official seal.
-----------------------------------
Notary Public in and for said State
STATE OF ___________________)
) ss.
COUNTY OF __________________)
This instrument was acknowledged before me on the _____ day of
____________, 199_, by Jack Sommer, as Secretary of Aladdin Gaming
Corp., Manager of Aladdin Gaming, LLC.
WITNESS my hand and official seal.
-----------------------------------
Notary Public in and for said State
3
STATE OF ___________________)
) ss.
COUNTY OF __________________)
This instrument was acknowledged before me on the _____ day of
____________, 199_, by Wayne J. Finley, as Senior Vice President of TH
Bazaar, LLC, Member of Aladdin Bazaar, LLC.
WITNESS my hand and official seal.
-----------------------------------
Notary Public in and for said State
STATE OF ___________________)
) ss.
COUNTY OF __________________)
This instrument was acknowledged before me on the _____ day of
____________, 199_, by Wendy M. Godoy, as Senior Vice President of TH
Bazaar, LLC, Member of Aladdin Bazaar, LLC.
WITNESS my hand and official seal.
-----------------------------------
Notary Public in and for said State
STATE OF ___________________)
) ss.
COUNTY OF __________________)
This instrument was acknowledged before me on the _____ day of
____________, 199_, by Ronald B. Dictrow, as Treasurer of Aladdin Bazaar
Holdings, LLC, Member of Aladdin Bazaar, LLC.
WITNESS my hand and official seal.
-----------------------------------
Notary Public in and for said State
4
STATE OF ___________________)
) ss.
COUNTY OF __________________)
This instrument was acknowledged before me on the _____ day of
____________, 199_, by Jack Sommer, as Vice President of Aladdin Bazaar
Holdings, LLC, Member of Aladdin Bazaar, LLC.
WITNESS my hand and official seal.
-----------------------------------
Notary Public in and for said State
5
EXHIBIT "D"
RATIFICATION OF REA
1
LEASE
by and between
Aladdin Gaming, LLC,
a Nevada limited-liability company
("Lessor")
and
Aladdin Bazaar, LLC,
a Delaware limited liability company
("Lessee")
2