SECOND AMENDMENT TO THE LIMITED
LIABILITY COMPANY AGREEMENT OF ALADDIN BAZAAR, LLC
THIS SECOND AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF
ALADDIN BAZAAR, LLC (the "Amendment") is entered into effective as of May __
1998, by and between THE BAZAAR CENTERS INC., a Delaware corporation
("TrizecHahn"), and ALADDIN BAZAAR HOLDINGS, LLC, a Nevada limited-liability
company ("Holdings II"). Capitalized terms not otherwise defined herein shall
have the respective meanings assigned to such terms in the Limited Liability
Company Agreement (the "Agreement") of ALADDIN BAZAAR, LLC (the "Company"),
dated as of September 3, 1997, between TrizecHahn and Holdings II, as amended
by that certain First Amendment to the Limited Liability Company Agreement of
Aladdin Bazaar, LLC, dated October 16, 1997.
R E C I T A L S :
A. Pursuant to that certain Satisfaction Notice dated January 23, 1998,
delivered by TrizecHahn and TrizecHahn Centers under the Agreement, TrizecHahn
and TrizecHahn Centers required that Holdings II and the Sommer Trust deliver
a letter of credit, guaranty or other form of credit enhancement with respect
to certain guaranteed obligations of the Sommer Trust and Aladdin Holdings in
the amount of Thirty Million Dollars ($30,000,000) satisfactory to TrizecHahn
in its sole and absolute discretion.
B. The Members now desire to amend the Agreement to reflect the
implementation of the terms of the above recitals, and to provide for such
other changes to the Agreement as the Members deem appropriate.
NOW, THEREFORE, in consideration of the covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound hereby, the parties
hereby covenant and agree as follows:
1. Exhibits. At the time of execution of the Agreement, certain
Exhibits and Schedules to the Agreement were not fully completed. Set forth
below is a list of the Exhibits and Schedules to the Agreement. These
Exhibits and Schedules, as completed (or omitted) pursuant to the terms of
this Amendment, are attached hereto, are hereby approved by the Members (other
than as specifically noted thereon, as to which items the Members will approve
as promptly as practicable), and are described below:
EXHIBIT "A" MASTER DEVELOPMENT SITE PLANS AND RENDERINGS.
Exhibit "A" attached hereto.
EXHIBIT "B" DEVELOPMENT PLAN. The Final Development Plan is
attached hereto as Exhibit "B".
EXHIBIT "C" DEVELOPMENT AGREEMENT. Agreement executed
concurrently herewith.
EXHIBIT "D" MANAGEMENT AGREEMENT. Agreement executed
concurrently herewith.
EXHIBIT "E" PRELIMINARY CONSTRUCTION PROFORMA AND PLANS AND
DRAWINGS FOR THE REDEVELOPED ALADDIN. Exhibit "E"
attached hereto.
EXHIBIT "F" PRE-DEVELOPMENT BUDGET. Omitted.
EXHIBIT "G" GUARANTY OF TRIZECHAHN CENTERS INC. Executed
effective February 26, 1998.
EXHIBIT "H" GUARANTY OF TRUST UNDER ARTICLE SIXTH U/W/O SIGMUND
SOMMER. Executed effective February 26, 1998.
EXHIBIT "I" GUARANTY OF ALADDIN HOLDINGS, LLC. Executed
effective February 26, 1998.
SCHEDULE 2.14(C) EXISTING ENTITLEMENTS. Schedule 2.14(c) attached
hereto.
SCHEDULE 2.14(E) REMAINING ENTITLEMENTS. Schedule 2.14(e) attached
hereto.
SCHEDULE 2.14(F) HAZARDOUS MATERIALS. Schedule 2.14(f) attached
hereto.
SCHEDULE 2.14(G) ENVIRONMENTAL AND SOILS REPORT. Schedule 2.14(g)
attached hereto.
SCHEDULE 2.14(H) LITIGATION. Schedule 2.14(h) attached hereto.
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2. Additional Member Capital Contribution Obligation Guaranty.
Pursuant to the terms of the Fleet Construction Loan (defined below)
TrizecHahn Office Properties Inc., a Delaware corporation ("THOPI"), has
agreed to guaranty the Company's construction loan. Attached hereto as
Exhibit "J" is a Member Capital Contribution Obligation Guaranty, whereby
THOPI agrees to guaranty the obligations of TrizecHahn to contribute capital
to the Company under the terms described in Section 3.03 of the Agreement and
in the Member Capital Contribution Obligation Guaranty attached hereto as
Exhibit "J".
3. Loan Facility. In accordance with the terms and provisions of this
Agreement, TrizecHahn Centers hereby provides a Facility (as defined below) to
Holdings II for the purpose of funding certain Designated Obligations (as
defined below) in the event that Holdings II fails to contribute such funds to
the capital of the Company. The terms of the Facility are described in
Paragraph 4 below.
4. Terms of Facility and Certain Definitions. The terms of the
Facility, and certain additional definitions to be added to Article XII of the
Agreement are described below:
4.1. Borrower: Holdings II. The organizational
documents of Holdings II shall be in
the form attached hereto as Exhibit
"K."
4.2. Lender: TrizecHahn Centers Inc.
4.3. Purpose: Back-up facility (the "Facility") to
provide credit enhancement for the
payment of the Designated
Obligations 9defined below).
4.4. Type of Facility: Multiple draw facility
4.5. Amount of Facility: Up to $30,000,000 of principal
indebtedness (the "Maximum Amount")
4.6. Term of Facility/Final The Facility shall expire upon the
Draw Date: earliest of (a) the 7th anniversary
of the Facility, (b) the date on
which the amounts drawn under the
Facility reach the Maximum Amount,
(c) the date on which the Bazaar
Improvements achieves a DSCR
(defined in the Fleet Building Loan
Agree-
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ment (defined below) of 1.40, (d)
the date on which the Fleet
Guaranties (defined below) are
irrevocably terminated and
satisfied, (e) the day after the
last date on which a Trigger Event
(defined below) could occur (each, a
"Termination Event"). A Termination
Event shall be effective only with
respect to Designated Obligations
that arise after the Termination
Event.
4.7. Maturity of Facility: The earlier of (i) six months from
the first draw under the Facility
and (ii) a Termination Event.
4.8. Annual Interest Rate: The lesser of (i) 24.90% or (ii) the
maximum rate permitted under
applicable New York law (the
"Interest Rate"), payable monthly in
arrears and upon the Maturity
(and/or the earlier acceleration) of
the Facility. Interest on any
amount not paid when due will accrue
at an annual rate equal to the
lesser of (x) 4% in excess of the
Interest Rate and (y) the maximum
rate permitted under applicable New
York law, and will be payable on
demand.
4.9. Percentage Interest: Concurrently with the date of this
Agreement, Holdings II's interest in
the Company, including, but not
limited to, its Percentage Interest,
Preferred Return and Unrecovered
Contribution Account, shall be
reduced by twenty-five percent 25%
of such current amount and
TrizecHahn's Percentage Interest,
Preferred Return and Unrecovered
Contribution Account shall be
increased in a like amount.
Therefore, on and after the date of
this Agreement, the term "Percentage
Interest" shall mean in respect to
TrizecHahn sixty-two and one-half
percent (62.5%); and in respect to
Holdings II, thirty-seven and
one-half percent (37.5%); subject to
adjustment as provided in the
Agreement. Holdings II's Capital
Account and Unrecovered Contribution
Account shall be reduced by
twenty-five percent (25%) of the
credit attributable to the Lease as
set forth in
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Section 3.02 of the Agreement, or by
Two Million five Hundred Thousand
Dollars ($2,500,000.00), and
TrizecHahn's Capital account and
Unrecovered Contribution Account
shall be increased by such amount.
Notwithstanding the foregoing, for
purposes only of computing
TrizecHahn's Priority Unrecovered
Contribution Account, as set forth
in Paragraph 1 of the First
Amendment of the Limited Liability
company Agreement of Aladdin Bazaar,
LLC, dated October 16, 1997, (i)
Holdings II's Unrecovered
Contribution Account shall be deemed
to have not been reduced by the two
Million five Hundred dollars
($2,500,000) adjustment described
above, and (ii) TrizecHahn's
Unrecovered Contribution Account
shall bot be deemed to have been
increased by the two Million Five
Hundred thousand dollars
($2,500,000) adjustment described
above, with the result that
TrizecHahn shall earn only the 12%
Preferred Return on the $2,500,000
amount by which TrizecHahn's Capital
Account and Unrecovered Contribution
Account is increased hereby, and
TrizecHahn shall not earn the 20%
Priority Preferred Return on such
increased amount. The amount by
which Holdings II's Unrecovered
Contribution Account is increased
for purposes of computing the
dilution formula set forth in
Section 3.05(b) of the Agreement
shall also be reduced by twenty-five
percent (25%) (i.e., rather than
increasing Holdings II's Unrecovered
Contribution Account by Twenty
Million Dollars ($20,000,000.00) for
purposes of Section 3.05(b), Holding
II's Unrecovered Contribution
Account shall be increased by
Fifteen Million ($15,000,000.00) for
purposes of Section 3.05(b) only).
Notwithstanding the foregoing, until
the date an advance is made pursuant
to the Facility or Holdings II's
Percentage Interest is otherwise
adjusted as permitted pursuant to
the Agreement, Holdings II shall
continue to have the right to
appoint two representatives of the
Board,
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notwithstanding the provisions of
Section 2.03(o) or any other similar
provisions of the Agreement to the
contrary. On or after the date that
any advance is made pursuant to the
Facility, Holdings II shall lose its
rights to appoint any
representatives to the Board unless
and until the Facility is repaid in
full prior to Maturity
4.10. Right of First If TrizecHahn is a Transferring
Offer/right of first Member the meaning of Section 6.03
Refusal With Respect of the Agreement, then,
to Transferred notwithstanding the terms of Section
Interests: 6.03(a) of the Agreement, Holdings
II, as a Non-Transferring Member
shall for a period of thirty (30)
days following the effective date of
the First Offering Notice, have the
right, but not the obligation to
elect to purchase a twelve and
one-half percent (12.5%) Percentage
Interest in the Company from
TrizecHahn for the allocable
purchase price (and on the other
terms) specified in the First
Offering Notice by delivering
written notice of such election to
TrizecHahn. This option to purchase
the 12.5% Percentage Interest shall
be in addition to, and not in lieu
of, the option to purchase all of
the Offered Interest pursuant to
the terms of Section 6.03(a).
Notwithstanding the foregoing,
Holdings II shall not have the right
to purchase the 12.5% Percentage
Interest if Holdings II is in
default of any of its material
obligations under this Amendment
beyond applicable grace periods
(including any of the obligations
arising under the exhibits attached
hereto), the Agreement, or if the
Sommer Trust is in default any of
its material obligations arising
under the Sommer Trust Agreement,
dated February 26, 1988, beyond
applicable grace periods.
4.11. Payments/ Mandatory Payments: Without
Prepayments: affecting any of TrizecHahn Center's
rights or remedies, all
distributions made by the Company to
Holding II
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shall be delivered immediately to
TrizecHahn Centers to repay any
amounts (principal, interest and
other) outstanding from time to time
under the Facility.
Permissive Prepayment: Prepayment
shall be permitted in whole or in
part with prior notice. Amounts
repaid/prepaid (mandatory or
permissive) may not be reborrowed.
4.12. Designated The Company and Fleet National Bank
Obligations ("Fleet") have entered into a
Building Loan Agreement pursuant to
which Fleet agrees to lend up to
$194,000,000 (the "Construction
Loan") to Bazaar Company to finance
the construction of the Bazaar
Improvements. In connection with
the Construction Loan, TrizecHahn
Centers, THOPI, Holdings II, Aladdin
Holdings and the Sommer Trust
(collectively, the "Fleet
Guarantors") have entered into a
joint and several (i) completion
guaranty (the "Completion Guaranty")
and (ii) payment guaranty (the
"Payment Guaranty" and, together
with the Completion Guaranty, the
"Fleet Guaranties"), each in favor
of Fleet.
Pursuant to a contribution agreement
among the Fleet Guarantors (the
"Fleet Contribution Agreement"),
Holdings II, Aladdin Holdings and
the Sommer Trust agree to reimburse
TrizecHahn, TrizecHahn Centers and
THOPI for all payments required to
be and actually made by TrizecHahn,
TrizecHahn Centers and/or TrizecHahn
Office Properties under the Fleet
Guaranties in excess of TrizecHahn,
TrizecHahn Centers and/or THOPI
collective (i) fifty percent (50%)
share of such payments with respect
to any Fleet Guaranty Event, and
(ii) sixty-two and one-half percent
(62.5%) share of such payments with
respect to all other obligations.
Conversely, under the Fleet
Contribution Agreement, TrizecHahn,
TrizecHahn Centers and/or
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THOPI agree to reimburse Holdings
II, Aladdin Holdings and the Sommer
Trust for all payments required to
be, and actually made by, such Fleet
Guarantors under the Fleet
Guaranties in excess of such Fleet
Guarantors' collective (i) fifty
percent (50%) of such payments with
respect to any Fleet Guaranty Event,
and (ii) thirty-seven and one-half
percent (37.5%) share of such
payments with respect to all other
obligations.
The Sommer Trust and Aladdin
Holdings have delivered the Member
Capital Contribution Guaranty
pursuant to the Agreement.
"Obligation" shall mean any of the
following: (a) an interest payment
due and owing to Fleet under the
Construction Loan (an "Interest
Obligation"); (b) as substantiated
by a request for balancing payment
under the Construction Loan, or by
backup reasonably acceptable to the
Company, that portion of any
construction on cost that exceeds
the itemized amount for such cost as
set forth in a construction budget
previously approved by the Company,
after application of reserves or
contingency amounts set forth in and
to the extent permitted by, such
budget and the Construction Loan (a
"Construction Obligation"); and (c)
a principal payment due and owing to
Fleet under the Construction Loan
upon acceleration thereof (prior to
scheduled maturity) (a "Principal
Obligation").
"Designated Obligation" means the
aggregate, up to the Maximum Amount,
of:
(a) (i) the amount owed by Holdings
II, from time to time, under
the Agreement and (ii) the
amount owed by the Sommer Trust
and/or Aladdin Holdings, from
time to time, under the Member
Capital Obligation Guarantee,
in
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each case, in the event of a
Partner Contribution Event
(defined below); and
(b) the amount owed by the Sommer
Trust, Aladdin Holdings and
Holdings II (without
duplication), from time to
time, in the event of a Fleet
Guaranty Event (defined below).
"Partner Contribution Event" means
that all of the following events
exist:
(a) amounts are required by the
Company in order to satisfy an
Obligation due and owing, and,
subject to the retention of
reserves acceptable to the
Company, the company has
insufficient cash or other
sources available to make such
payment;
(b) a Trigger Event has occurred
and is continuing and is the
Cause (defined below) of the
insufficiency described in
paragraph (a) above;
(c) Holdings II, Aladdin Holdings
and the Sommer Trust have
failed to deliver funds to
cover such insufficiency, to
the extent required under the
terms of the Agreement and/or
the Member Capital Obligation
Guarantee, as applicable,
within fifteen (15) business
days following original written
demand therefor; and
(d) as certified to Holdings II in
a writing by a financial
officer of TrizecHahn in the
form attached hereto as Exhibit
"L," without the requirement of
proof as to the accuracy of any
of the following: (i)
TrizecHahn, TrizecHahn Centers
and/or TrizecHahn Office
Properties Inc. have paid all
of their respective share of
funding obligations under the
Agreement and
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capital contribution guaranty
to the Company, as applicable
and (ii) neither TrizecHahn nor
TrizecHahn Centers has breached
or is in default (beyond any
applicable notice and cure
periods) under the Agreement or
under its respective
obligations under TrizecHahn
Centers' capital contribution
guaranty to Bazaar Company or
TrizecHahn's and TrizecHahn
Centers' respective obligations
under the Fleet Guaranties and
the Fleet Contribution
Agreement and neither
TrizecHahn nor TrizecHahn
Centers has caused Bazaar
Company to breach or default
(beyond any applicable notice
and cure periods) in Bazaar
Company's obligations under the
Construction Loan, which breach
or default is the cause of the
Partner Contribution Event (in
each case, a "Trizec Default")
and no other Termination Event
exists;
"Fleet Guaranty Event" means all of
the following events exist:
(a) the Trust, Aladdin Holdings and
Holdings II have failed to
deliver (pursuant to the Fleet
Contribution Agreement), within
ten (10) days following written
demand therefor, funds in an
amount equal to fifty percent
(50%) of any demand made by
Fleet under the Fleet
guaranties for an Obligation
due and owing;
(b) a Trigger Event has occurred
and is continuing and is the
Cause of Fleet's demand
described in paragraph
(a)above; and
(c) as certified to Holdings II
in a writing by a financial
officer of TrizecHahn Centers,
in the form attached hereto as
Exhibit "L," (i) TrizecHahn
Centers has delivered to Fleet
its respective 50% of such
demand under the
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Fleet Guaranties (pursuant to
the Fleet Contribution
Agreement) and (ii) no Trizec
Default or other Termination
Event exists.
"Cause" means (a) with respect to an
Interest Obligation or a Principal
Obligation, a proximate causal
relationship with the occurrence of
a specified Trigger Event as
certified in a writing by an officer
of TrizecHahn Centers and/or
TrizecHahn, as applicable, and (b)
with respect to a Construction
Obligation, a proximate causal
relationship with the occurrence of
a specified Trigger Event as
certified in a writing by an officer
of TrizecHahn Centers and/or
TrizecHahn, as applicable.
Notwithstanding any provision hereof
to the contrary, "Cause" need not
exist or be certified by an officer
of TrizecHahn Centers and/or
TrizecHahn, as applicable, with
respect to any "operating cash flow
shortfall (which shall include costs
of tenant improvements)."
"Trigger Event" shall mean any one
of the following:
(a) a Construction Cessation (as
defined below) has occurred and
is continuing for 90
consecutive days (subject to
extension for the number of
days during which such
Construction Cessation shall be
the result of Force Majeure, as
such term is defined in that
certain Site Work Development
and Construction Agreement
entered into among Aladdin
Holdings, Aladdin Gaming, LLC
and the Company (the "Site Work
Agreement"), subject to a
maximum aggregate number of
days of extension for Force
Majeure of one year. A
"Construction Cessation" shall
occur at any time that funds
are unavailable to Aladdin
Gaming, LLC (from any source
whatsoever) to fund draws,
under the construction
financing (the "Scotia
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Loan") for the Aladdin Hotel
and Casino provided by Scotia
Bank, in an amount equal to 75%
of the draw request in question
or Rider Hunt fails to deliver
the On Schedule Certificate as
contemplated by that certain
Engagement Letter among Rider
Hunt, Scotia Bank, and the
Administrative Agent, the
Disbursement Agent and the
Trustee under the Scotia Loan;
or
(b) construction of the Aladdin
Hotel and Casino is not
completed within 60 days after
the First Scheduled (as such
term is defined in the Site
Work Agreement, subject to a
maximum aggregate number of
days of extension for Force
Majeure of one year, or
(c) if the Aladdin Hotel and Casino
ceases to be open to the
general public, for reasons
other than damage or
destruction, for a period of
more than 30 consecutive days
prior to the date which is 24
months after the First
Scheduled Opening Date of the
Aladdin Hotel and Casino.
4.13. Security: The Facility will be secured by,
among other things (collectively,
the "Security"), a perfected first
priority pledge of (i) the entire
(Holdings II) interest in Bazaar
Company, pursuant to the Security
Agreement in the form of Exhibit "L"
attached hereto, and (ii) all direct
and indirect equity and other
interests of the Sommer Trust or
Aladdin Holdings in Holdings II
owned or held in the future owned or
held by Aladdin Holdings or the
Sommer Trust or Aladdin Holdings in
Holdings II owned or held in the
future owned or held by Aladdin
Holdings or the Sommer Trust in the
form attached hereto as Exhibit "M."
Subject to the terms of the Trust
Agreement, to the extent the Sommer
Trust pledges, or
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grants a security interest in or
otherwise assigns all or a portion
of its assets to any person or
entity, TrizecHahn Centers shall
receive an identical pledge,
security interest of assignment in
such assets to secure the Facility.
The Trust delivered to TrizecHahn
Centers an agreement, dated February
26, 1998, whereby the Sommer Trust
certifies as to its
assets/liabilities and agrees to
certain restrictions on Trust
distributions and the transfer or
encumbrance of the Trust's assets
(the "Trust Agreement").
Additional security arrangements,
acceptable to TrizecHahn Centers,
shall be provided to TrizecHahn
Centers in order for TrizecHahn
Centers to enforce covenant breaches
or defaults made by Holdings II
under the Facility prior to any
draw.
4.14. Guarantees: The Facility will be guaranteed, on
a joint and several basis, by the
Sommer Trust and Aladdin Holdings
(collectively, the "Facility
Guaranties"), in the form attached
hereto as Exhibit "N."
4.15. Priority: Except for the Security hereunder,
and the proceeds thereof, each of
which TrizecHahn Centers shall have
a first priority payment claim
against, all obligations owing to
TrizecHahn Centers by Holdings II,
Aladdin Holdings or the Sommer Trust
under or in connection with this
Facility and the Facility Guaranties
shall be pari-passu in payment,
priority, enforcement or otherwise
with all obligations of such
entities to TrizecHahn Centers or
TrizecHahn.
4.16. Promissory Note: Holdings II shall execute and
deliver the
4.17. Applicable Law: the Facility shall be governed by
New York law.
5. Agreement to Make Loan for Certain Additional Capital Contributions.
The Members acknowledge that the final Development Plan attached as Exhibit
"B" includes a
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Development Budget which requires capital contributions from the Members in
excess of the TrizecHahn Investment. Notwithstanding the terms of Sections
3.04 and 3.05 of the Agreement, TrizecHahn agrees to loan to Holdings II its
thirty-seven and one-half percent (37.5%) of such additional capital
contributions, up to a maximum amount of One Million Eight Hundred
Seventy-Five Thousand dollars ($1,875,000.00) (the "TrizecHahn Loan"), which
amount, when added to TrizecHahn's share of such additional contribution,
equals a cumulative additional capital contribution to the Company in the
amount of Five Million Dollars ($5,000,000.00). TrizecHahn's agreement to
make the TrizecHahn Loan shall terminate as of the opening of the Center.
Notwithstanding the terms of Sections 3.05 and 3.06 of the Agreement, the
TrizecHahn Loan to Holdings II shall bear interest at a rate equal to the
lesser of (i) twenty percent (20%) per annum, compounded monthly or (ii) the
maximum, non-usurious rate then permitted by law for such loans.
Notwithstanding the provisions of any other term of the Agreement, including,
but not limited to, Articles II, V, and IX, until such TrizecHahn loan is
repaid in full, Holdings II shall draw no further distributions from the
Company, and all cash or other property otherwise distributable with respect
to Holdings II shall be distributed to TrizecHahn loan is repaid in full,
Holdings II shall draw no further distributions from the Company, and all cash
or other property otherwise distributable with respect to Holdings II shall be
distributed to TrizecHahn in repayment of the outstanding balance of the
TrizecHahn Loan, with such funds being applied first to reduce any and all
accrued interest on such loan, and then to reduce the principal amount
thereof.
Except as expressly modified hereby, all of the terms and provisions
of the Agreement shall remain in full force and effect, are incorporated
herein by this reference (including, but not limited to, Article XI of the
Agreement), and shall govern the conduct of the parties hereto; provided,
however, to the extent of any inconsistency between the provisions of the
Agreement and the provisions of this Amendment, the provisions of this
Amendment shall control.
6. Subordinated Debt. Attached hereto as Exhibit "P" is the form of
the Subordinated Debt to be issued in accordance with the terms of the First
Amendment to the Limited Liability company Agreement of Aladdin Bazaar, LLC,
dated October 16, 1997.
7. Garbage Budget. Notwithstanding anything to the contrary contained
in the Agreement, the approval of the design/build construction contract and
the final budget related to the Common Parking area (as such term is defined
in the Site Work Agreement) shall be deemed to be a major development decision
to be approved by the Board in accordance with the provisions of Section 2.04
of the Agreement. The scope of the Common Parking Area shall be substantially
consistent with the scope parameters set forth on Exhibit "Q" attached hereto.
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8. Title Indemnity. The Company hereby indemnifies the Sommer Trust
from and against any and all claims, losses, damages, liabilities and expenses
(collectively, "Losses") arising out of that certain Indemnity Agreement,
dated the date hereof, from the Sommer Trust to Lawyers Title Insurance
Company and the Commonwealth Land Title Insurance Company, to the extent such
Losses relate to matters arising under the contract between Aladdin Gaming and
Fluor Daniel, Inc., dated as of December 4, 1997, specifically relating to the
Reimbursement Obligation (as defined in the Site Work Agreement), except
Losses arising from the Sommer Trust's or its affiliates' own gross negligence
or willful misconduct.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.
"TrizecHahn" THE BAZAAR CENTERS INC.,
A Delaware corporation
By: /s/ Wendy Godoy
----------------
Wendy M. Godoy, Senior Vice President
By: /s/ Wayne Finley
-----------------
Wayne J. Finley, Senior Vice President
"Holdings II" ALADDIN BAZAAR HOLDINGS, LLC,
a Nevada limited-liability company
By: ALADDIN MANAGEMENT
CORPORATION, its Manager
By: /s/ Ronald Dictrow
-------------------
Ronald B. Dictrow, Treasurer
By:
-------------------------------
Jack Sommer, Vice President
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