Amendment to Music Project Memo. of Understanding
Planet Hollywood International, Inc.
7380 Sand Lake Road
Suite 650
Orlando, FL 32819
October 15, 1997
Aladdin Gaming LLC
Project Development Office
3667 Las Vegas Boulevard South
Las Vegas, NV 89109
Attention:
Sound Asylum Hotel and Casino
Amendment to Memorandum of Understanding and Letter of Intent
Dear Sirs:
Reference is made to the Memorandum of Understanding and Letter of Intent
dated as of September 2, 1997 (the "Letter of Intent"), between us and you.
Terms used but not defined in this letter agreement have the meanings assigned
thereto in the Letter of Intent.
You and we hereby agree that the last sentence of the first paragraph and
the section under the caption "Exclusive Period" in the Letter of Intent shall
be deleted in their entirety. You and we also agree that the following sections
shall be added at the end of the Letter of Intent immediately prior to the
signature block:
"Binding Agreement; The parties will use their best efforts
Documentation: promptly to complete and execute all
agreements and other documents that may be
reasonably necessary to carry out the
provisions of this MOU. Such agreements will
contain, among other things, such terms,
covenants, representations, warranties and
conditions as are customary for transactions
of this nature. However, it is expressly
agreed that our agreement set forth in this
MOU is not conditioned upon the signing of any
such agreements or other documents, but is
intended to create a legally binding
obligation of each of us, subject only to the
conditions that (i) on or prior to December
31, 1997, the LLC shall have obtained written
proposal(s) from one or more lenders with
respect to at least $120 million of
conventional construction financing at an
interest rate not
exceeding 10% per annum and containing such
other terms, covenants, representations,
warranties and conditions as are customary for
transactions of this nature (the "Financing")
and (ii) on or prior to March 31, 1998, the
LLC shall have obtained written commitment(s)
from one or more lenders to provide the
Financing.
Purchase Right and If (a) either party, any beneficial owner of
Indemnity in Event of an interest in either party, or any officer or
Licensing Problem: director of either party is denied a gaming
license or is found unsuitable or unqualified
to have a gaming license pursuant to a
determination by the Nevada Gaming Authorities
and (b) such problem is not cured within 30
days after such determination (by transferring
the interest of such party or beneficial
owner, by terminating such officer or
director, or otherwise), the other party may
elect within 120 days (or such shorter period
as may be required by the Nevada Gaming
Authorities) to purchase the entire interest
of such party in the LLC at a price equal to
the fair market value of such interest (as
determined by a qualified independent
appraiser). Each party will indemnify the
other party from and against all losses,
claims, damages and liabilities arising out of
or based upon any determination by the Nevada
Gaming Authorities referred to in clause (a)
above (whether or not final).
Disputes: If any controversy, dispute or claim shall
arise under this MOU, such controversy,
dispute or claim shall be determined by
arbitration conducted in New York City, before
one arbitrator and in accordance with the
then-existing Rules for Commercial Arbitration
of the American Arbitration Association (the
"Rules"), and any judgment or award rendered
by the arbitrator shall be final, binding and
unappealable, and judgment may be entered by
any court having jurisdiction thereof. The
parties hereby agree to the institution of any
available "fast track" or other mechanisms or
procedures that would have the effect of
streamlining or increasing the speed of the
arbitration. The parties hereto intend that
the provisions to arbitrate set forth herein
be valid, enforceable and irrevocable. In his
award the arbitrator shall allocate, in his
discretion, among the parties to the
arbitration at all costs of the arbitration,
including the fees and expenses of the
arbitrator and reasonable attorneys' fees,
costs and expert witness expenses of the
parties. The parties hereto agree to comply
with any award made in any such arbitration
proceedings that has become final in
accordance with the Rules and agree to the
entry of a judgment in any jurisdiction upon
any award rendered in such proceedings
becoming final under the Rules. The arbitrator
shall be entitled, if appropriate, to award
any remedy in such proceedings, including
monetary damages, specific performance,
temporary restraining order, preliminary
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injunction, injunction and all other forms of
legal and equitable relief, including punitive
damages."
If the foregoing meets with your approval, please evidence your acceptance
by executing the enclosed copy of this letter agreement. This letter agreement
may be signed in any number of counterparts, each of which shall be an original
and all of which, when taken together, shall constitute one agreement. Delivery
of an executed counterpart of a signature page of this letter by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.
Sincerely,
PLANET HOLLYWOOD INTERNATIONAL,
INC.,
By: /s/ Robert Earl
---------------------------------
Name: Robert Earl
Title: Chief Executive Officer
ACCEPTED AND AGREED:
ALADDIN GAMING, LLC,
By: /s/ Jack Sommer
--------------------------
Name: Jack Sommer
Title: Chairman
ALADDIN HOLDINGS, LLC,
By: /s/ Jack Sommer
--------------------------
Name: Jack Sommer
Title: Vice President
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