L.L.C. INTEREST PLEDGE AND SECURITY AGREEMENT
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THIS L.L.C. INTEREST PLEDGE AND SECURITY AGREEMENT (the "L.L.C. Interest
Pledge Agreement"), dated as of February 26, 1998, is executed by ALADDIN GAMING
HOLDINGS, L.L.C., a Nevada limited-liability company ("Shareholder"), in favor
of STATE STREET BANK AND TRUST COMPANY, as trustee ("Trustee") for the holders
of those certain $221,500,000 at maturity 13.5% Senior Discount Notes due 2010
("Noteholders"), pursuant to that certain Indenture dated as of February 26,
1998 (the "Indenture") by and among Trustee, Shareholder, and Aladdin Capital
Corp., a Nevada corporation ("Capital").
RECITALS
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Shareholder owns 100% of the Series A Preferred Membership
Interests (the "Series A Preferred Interests") of Aladdin Gaming, L.L.C., a
Nevada limited-liability company ("Aladdin Gaming").
The Noteholders are willing to purchase $221,500,000 at maturity
13.5% Senior Discount Notes due 2010 (the "Notes") for the purposes of, among
other things, providing funds to finance the cost of developing,
constructing, equipping and opening the Aladdin Hotel and Casino in Las
Vegas, Nevada.
Shareholder will derive substantial benefit from the purchase of
the Notes by the Noteholders.
It is a condition precedent to purchasing the Notes that
Shareholder pledge 100% of its interest in the Series A Preferred Interests
to Trustee, for the benefit of the Noteholders, as security for the Notes.
AGREEMENT
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NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Shareholder hereby agrees with Trustee as follows:
Definitions and Interpretation. When used in this L.L.C.
Interest Pledge Agreement, the following terms shall have the following
respective meanings:
"Borrowers" shall mean Aladdin Gaming Holdings, L.L.C., a Nevada
limited-liability company and Aladdin Capital Corp., a Nevada
corporation, as joint and several obligors under the Indenture.
"Collateral" shall have the meaning given to that term in Paragraph 2
hereof.
"Obligations" shall mean and include all obligations, howsoever
arising, owed by Borrowers to the Noteholders of every kind and
description, pursuant to the terms of the Indenture (whether or not
evidenced by any note or instrument and whether or not for the payment
of money), direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising pursuant to the terms of
the Notes and the Indenture, including without limitation all
interest, fees, charges, expenses, attorneys' fees and accountants'
fees chargeable to Shareholder or Borrowers and payable by Shareholder
or Borrowers hereunder and thereunder.
"L.L.C. Interest" shall mean the Series A Preferred Interests of
Aladdin Gaming.
"UCC" shall mean the Uniform Commercial Code as the same may, from
time to time, be in effect in the State of Nevada.
Unless otherwise defined herein, all other capitalized terms used herein
and defined in the Indenture shall have the respective meanings given to
those terms in the Indenture, and all terms defined in the UCC shall have the
respective meanings given to those terms in the UCC. To the extent the
meanings given herein are inconsistent with those given in the UCC, the
meanings given herein shall govern. Shareholder has previously received a
copy of the Indenture.
2. Pledge. As security for the Obligations, Shareholder hereby
pledges and assigns to Trustee, for the benefit of the Noteholders and grants
to Trustee, for the benefit of the Noteholders, a security interest in all
right, title and interests of Shareholder in and to the L.L.C. Interest,
whether now owned or hereafter acquired (collectively, the "Shareholder's
L.L.C. Interest"), including without limitation the Shareholder's L.L.C.
Interest described in Exhibit "A" hereto, and all proceeds thereof,
including, without limitation, distributions and other property received and
receivable by Shareholder in connection with the Shareholder's L.L.C.
Interest (the Shareholder's L.L.C. Interest and such proceeds to be referred
to herein collectively as the "Collateral").
3. Representations and Warranties. Shareholder represents and
warrants to Trustee, for the benefit of the Noteholders, that: (a) the
execution, delivery and performance by Shareholder of this L.L.C. Interest
Pledge Agreement are within the power of Shareholder and have been duly
authorized by all necessary actions on the part of Shareholder; (b) this
L.L.C. Interest Pledge Agreement has been duly executed and delivered by
Shareholder and constitutes a legal, valid and binding obligation of
Shareholder, enforceable against it in accordance with its terms, except as
limited by bankruptcy, insolvency or other laws of general application
relating to or affecting the enforcement of creditors' rights generally and
general principles of equity; (c) the execution, delivery and performance of
this L.L.C. Interest Pledge Agreement do not (i) violate
any requirement of law, regulation or statute, (ii) violate any provision of,
or result in the breach or the acceleration of or entitle any Person to
accelerate (whether after the giving of notice or lapse of time or both) any
obligation under, any indenture, mortgage, lien, lease, agreement, license,
instrument, guaranty, or other document to which Shareholder is a party or by
which Shareholder or its property is bound, or (iii) result in the creation
or imposition of any lien upon any property, asset or revenue of Shareholder
(except such liens as may be created in favor of Trustee, for the benefit of
the Noteholders, pursuant to this L.L.C. Interest Pledge Agreement); (d) no
consent, approval, order or authorization of, or registration, declaration or
filing with, any governmental authority or other Person (including, without
limitation, the shareholders of any Person) is required in connection with
the execution, delivery and performance of this L.L.C. Interest Pledge
Agreement, except such consents, approvals, orders, authorizations,
registrations, declarations and filings that are so required and which have
been obtained and are in full force and effect; (e) Shareholder is the
beneficial owner of the Collateral (or, in the case of after-acquired
Collateral, at the time Shareholder acquires rights in the Collateral, will
be the beneficial) and no other Person has (or, in the case of after-acquired
Collateral, at the time Shareholder acquires rights therein, will have) any
right, title, claim or interest (by way of lien or otherwise) in, against or
to the Collateral, other than "Permitted Liens" (as such term is defined in
the Indenture); (f) all of the Collateral which are preferred membership
interests are and such future Collateral will be validly issued, fully paid
and nonassessable securities of Aladdin Gaming; (g) the Collateral includes
all of the issued and outstanding membership interests of Series A Preferred
Interests of Aladdin Gaming; (h) upon transfer to Trustee of all Collateral
consisting of securities, Trustee (on behalf of the Noteholders) will have a
first priority perfected security interest in such Collateral, and (or in the
case of all other after-acquired Collateral, at the time Shareholder acquires
rights therein, will have) a first priority perfected security interest in
all other Collateral, other than Permitted Liens; (i) all information
heretofore, herein or hereafter supplied in writing to Trustee, taken as a
whole, by or on behalf of Shareholder with respect to the Collateral does not
contain any untrue statements of a material fact and does not omit and will
not omit to state any material fact necessary to make any information so
supplied, in light of the circumstances under which they were supplied, not
misleading; and (j) Shareholder's principal place of business is 3667 Las
Vegas Blvd. South, Las Vegas, Clark County, Nevada.
4. Covenants. Shareholder hereby agrees: (a) to perform all acts
that may be necessary to maintain, preserve, protect and perfect the
Collateral, the lien granted to Trustee hereunder and the first priority of
such lien, subject only to Permitted Liens; (b) to cause its Restricted
Subsidiaries to perform, upon request of the Trustee, all acts that may be
necessary to maintain, preserve, protect and perfect the Collateral, the lien
granted to Trustee hereunder and the first priority of such lien, subject
only to Permitted Liens (c) to promptly deliver to Trustee all originals of
certificates and other documents, instruments and agreements evidencing the
Collateral which are now held or hereafter received by Shareholder, together
with any blank assignment documents executed by Shareholder as Trustee may
request; (d) to procure, execute and deliver from time to time any
endorsements, assignments, financing statements and other documents,
instruments and agreements and take other actions deemed necessary, as
Trustee may request, to perfect, maintain and protect its lien hereunder and
the priority thereof; (e) to appear in and defend any action or proceeding
which may affect its title to or Trustee's interest in the Collateral; (f) to
keep the Collateral free of all liens except those created hereunder and the
Permitted Liens; (g) not to vote to enable, or take any other action to
permit, Aladdin Gaming to issue any L.L.C. Interest except as expressly
permitted by the Indenture; (h) to pay, and to save Trustee and the
Noteholders harmless from, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamps, excise, sales or
other similar taxes which may be payable or determined to be payable with
respect to any of the Collateral or in connection with any of the
transactions contemplated by this L.L.C. Interest Pledge Agreement; and (i)
not to, without the written consent of the Trustee pursuant to or otherwise
expressly permitted by the Indenture, sell, dispose of or transfer (directly
or indirectly) or covenant to sell, dispose of or transfer (directly or
indirectly) the Collateral.
5. Dividends and Voting Rights Prior to Default. Until an Event of
Default (as defined in the Indenture) shall have occurred and be continuing
and Trustee shall have given notice to Shareholder of Trustee's intent to
exercise its rights pursuant to Subparagraph 6(b) below, Shareholder shall be
permitted (a) to receive all distributions made in connection with
Shareholder's L.L.C. Interest (other than distributions paid in additional
L.L.C. Interest unless such additional L.L.C. Interest is pledged to Trustee,
for the benefit of the Noteholders, pursuant to this L.L.C. Interest Pledge
Agreement which are expressly permitted by the Indenture and (b) to exercise
all voting and limited-liability company rights with respect to the L.L.C.
Interest; provided, however, that no vote shall be cast or limited-liability
company right exercised or other action taken which, in Trustee's reasonable
judgment, would impair the Collateral or be inconsistent with or result in
any violation of any provision of the Indenture.
6. Future Documents. The Shareholder shall deliver to the Trustee
copies of all documents delivered to the Disbursement Agent pursuant to this
agreement, and shall do or cause to be done all such acts and things as may
be necessary or proper, or as may be required by the provisions herein, to
assure and confirm to the Trustee and the Disbursement Agent that the
security interest in the Collateral is available for the security of the
Indenture and the Notes secured thereby.
7. Recording and Opinions. The Shareholder shall furnish to the
Trustee simultaneously with the execution and delivery of the Indenture an
Opinion of Counsel either (a) stating that in the opinion of such counsel all
action has been taken with respect to the recording, registering and filing
of the Indenture, financing statements or other instruments necessary to make
effective the liens intended to be created by this agreement, and reciting
with respect to the security interests in the Collateral, the details of such
action, or (b) stating that, in the opinion of such counsel, no such action
is necessary to make such liens effective. The Shareholder shall furnish to
the Disbursement Agent and the Trustee on February 1 in each year beginning
with February 1, 1998, an Opinion of Counsel, dated as of such date, either
(a)(i) stating that, in the opinion of such counsel, action has been taken
with respect to the recording, registering, filing, re-recording,
re-registering and refiling of all supplemental indentures, financing
statements, continuation statements or other instruments of further assurance
as is necessary to maintain the liens and reciting with respect to the
security interests in the Collateral, the details of such section or
referring to prior Opinions of Counsel in which such details are given, (ii)
stating that, based on relevant laws as in effect on the date of such Opinion
of Counsel, all financing statements and continuation statements
have been executed and filed that are necessary as of such date and during
the succeeding twelve (12) months fully to preserve and protect, to the
extent such preservation and protection are possible by filing, the rights of
the Noteholders, the Disbursement Agent and the Trustee under the Indenture
and this agreement with respect to the security interests in the Collateral,
or (b) stating that, in the opinion of such counsel, no such action is
necessary to maintain such liens and assignments.
8. Authorization of Action to be taken by the Trustee. Subject to
Sections 7.01 and 7.02 of the Indenture, the Trustee may, in its sole
discretion and without the consent of the Noteholders, on behalf of the
Noteholders, take and direct the Disbursement Agent to take, all actions it
deems necessary or appropriate in order to (a) enforce any of the terms of
this agreement or (b) collect and receive any and all amounts payable in
respect of the Obligations of the Shareholder under the Indenture. The
Trustee shall have power to institute and maintain such suits and proceedings
as it may deem expedient to prevent any impairment of the Collateral by any
acts that may be unlawful or in violation of this agreement or the Indenture,
and such suits and proceedings as the Trustee may deem expedient to preserve
or protect its interests and the interests of the Noteholders in the
Collateral (including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest granted herein or be
prejudicial to the interest of the Noteholders or the Trustee.
9. Default and Remedies.
(a) Event of Default. The occurrence (whether as a result of acts
or omissions by Borrowers or any other Person) of an Event of Default
under the Indenture, whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body,
shall constitute an "Event of Default" hereunder.
(b) Dividends and Voting Rights. Upon the occurrence and during
the continuance of any Event of Default hereunder, Trustee may, upon
notice to Shareholder, (i) notify Aladdin Gaming to pay all dividends on
Shareholder's L.L.C. Interest to Trustee, for the benefit of the
Noteholders, receive and collect all such dividends and make application
thereof to the obligations in such order as Trustee may determine, and
(ii) register all of Shareholder's L.L.C. Interest in the name of
Trustee or its nominee, for the benefit of the Noteholders, and Trustee
or its nominee may thereafter exercise (A) all voting, limited-liability
company and other rights pertaining to Shareholder's L.L.C. Interest at
any meeting of shareholders of Aladdin Gaming or otherwise and (B) any
and all rights of conversion, exchange, subscription and any other
rights, privileges or options pertaining to Shareholder's L.L.C.
Interest as if it were the absolute owner thereof (including, without
limitation, after Trustee has commenced to exercise remedies (or such
remedies are deemed commenced) under the Indenture, the right to
exchange at its
discretion any and all of Shareholder's L.L.C. Interest upon the merger,
consolidation, reorganization, recapitalization or other fundamental
change in the limited-liability company structure of Aladdin Gaming, or
upon the exercise by Shareholder or Trustee of any right, privilege or
option pertaining to Shareholder's L.L.C. Interest, and in connection
therewith, the right to deposit and deliver any and all of Shareholder's
L.L.C. Interest with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as
it may determine), all without liability except to account for property
actually received by it, but Trustee shall have no duty to Shareholder
to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing. Promptly
after the waiver or cure of the Event of Default giving rise to
Trustee's election under this Paragraph 6(b), Trustee shall notify
Shareholder, Capital and Aladdin Gaming of such waiver or cure and for
so long as no subsequent continuing Event of Default exists, Shareholder
shall have all rights as a shareholder it had prior to the occurrence of
such Event of Default, the Shareholder's L.L.C. Interest shall again be
registered in the name of Shareholder and Aladdin Gaming shall again
make all payments and distributions with respect to Shareholder's L.L.C.
Interest to Shareholder.
(c) Additional Remedies. Subject to the terms of the Indenture,
upon the occurrence and during the continuance of an Event of Default,
Trustee may exercise, in addition to all other rights and remedies
granted in this L.L.C. Interest Pledge Agreement and in any other
instrument or agreement securing, evidencing or relating to the
Obligations, any and all rights and remedies at law, including, without
limitation, all rights and remedies of a secured party under the UCC.
Without limiting the generality of the foregoing, Trustee may, without
demand of performance or other demand, presentment, protest,
advertisement or notice of any kind to or upon Shareholder, Capital,
Aladdin Gaming or any other Person (except notice of time and place of
sale and any other notice required by law and any notice referred to
below or in the Indenture) forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith
sell, assign, give option or options to purchase or otherwise dispose of
and deliver the Collateral or any part thereof (or contract to do any of
the foregoing), in one or more parcels at public or private sale or
sales, in the over-the-counter market, at any exchange, broker's board
or office of Trustee or elsewhere upon such terms and conditions as it
may deem advisable and at such prices as it may deem commercially
reasonable, for cash or on credit or for future delivery without
assumption of any credit risk. Trustee shall have the right upon any
such public sale or sales, and, to the extent permitted by law, upon any
such private sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in
Shareholder, which right or equity is hereby waived and released.
Trustee shall apply any proceeds from time to time held by it and the
net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale, after deducting all reasonable costs and expenses
of every kind incurred in respect thereof or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of Trustee hereunder, including, without
limitation, reasonable attorneys' fees and disbursements of counsel to
Trustee, to the payment in whole or in part of the Obligations, in such
order as Trustee may elect, and only after such application and
after the payment by Trustee of any other amount required by any
provision of law, need Trustee account for the surplus, if any, to
Shareholder. To the extent permitted by applicable law, Shareholder
waives all claims, damages and demands it may acquire against Trustee
arising out of the exercise by it of any rights hereunder except as may
arise solely from Trustee's gross negligence or willful misconduct. If
any notice of a proposed sale or other disposition of Collateral shall
be required by law, such notice shall be deemed reasonable and proper if
given at least 5 business days before such sale or other disposition.
10. Authorized Actions. Shareholder acknowledges that the
Obligations hereunder may be supplemented, augmented and otherwise increased
as a result of changes in the underlying obligations of Borrowers pursuant to
the Indenture. In that regard, Shareholder authorizes Trustee, in its
discretion, without notice to Shareholder, irrespective of any change in the
financial condition of Shareholder, Capital, or Aladdin Gaming since the date
hereof, and without affecting or impairing in any way the liability of
Shareholder hereunder, from time to time to (a) create new Obligations, and,
either before or after receipt of notice of revocation, renew, compromise,
extend, accelerate or otherwise change the time for payment or performance
of, or otherwise change the terms of the Obligations or any part thereof,
including increase or decrease of the rate of interest thereon; (b) take and
hold additional security for the payment or performance of the Obligations
and exchange, enforce, waive or release any such additional security; (c)
apply such additional security and direct the order or manner of sale
thereof; (d) purchase such additional security at public or private sale; (e)
upon the occurrence and during the continuance of an Event of Default, make
any payments and do any other acts Trustee shall deem necessary to protect
the Noteholders' security interest in the Collateral, including, without
limitation, pay, purchase, contest or compromise any encumbrance, charge or
lien (other than a Permitted Lien) which in the judgment of Trustee appears
to be prior to or superior to the security interest granted hereunder, and
appear in and defend any action or proceeding purporting to affect its
security interest in and/or the value of the Collateral, and in exercising
any such powers or authority, pay all expenses incurred in connection
therewith, including attorneys' fees, and Shareholder hereby agrees it shall
be bound by any such payment made or act taken by Trustee hereunder and shall
reimburse Trustee for all payments made and expenses incurred, which amounts
shall be secured under this L.L.C. Interest Pledge Agreement; provided,
however, that Trustee shall have no obligation to make any of the foregoing
payments or perform any of the foregoing acts; (f) otherwise exercise any
right or remedy it may have against Shareholder, Capital, or Aladdin Gaming,
or any security, including, without limitation, the right to foreclose upon
any such security by judicial or nonjudicial sale; (g) settle, compromise
with, release or substitute any one or more makers, endorsers or guarantors
of the Obligations; and (h) assign the Obligations or this L.L.C. Interest
Pledge Agreement in whole or in part (subject to the terms and conditions of
the Indenture).
11. Waivers. Shareholder waives (a) any right to require Trustee
or the Noteholders to (i) proceed against Capital or Aladdin Gaming, (ii)
proceed against or exhaust any security received from Capital or Aladdin
Gaming or (iii) pursue any other remedy in Trustee's power whatsoever; (b)
any defense resulting from the absence, impairment or loss of any right of
reimbursement or subrogation or other right or remedy of Shareholder against
Capital or Aladdin
Gaming, or any security, whether resulting from an election by Trustee to
foreclose upon security by nonjudicial sale, or otherwise; (c) any setoff or
counterclaim of Capital or Aladdin Gaming or any defense which results from
any disability or other defense of Capital or Aladdin Gaming or the cessation
or stay of enforcement from any cause whatsoever of the liability of Capital
or Aladdin Gaming; (d) any right to exoneration of sureties which would
otherwise be applicable; (e) except to the extent prohibited by NRS 40.495,
any right of subrogation or reimbursement and any right of contribution, and
right to enforce any remedy which Trustee now has or may hereafter have
against Capital or Aladdin Gaming, and any benefit of, and any right to
participate in, any security now or hereafter received by Trustee until the
Obligations have been paid in full; (f) all presentments, demands for
performance, notices of non-performance, protests, notice of dishonor, and
notices of acceptance of the L.L.C. Interest Pledge Agreement and of the
existence, creation or incurrence of new or additional Obligations; (g) the
benefit of any statute of limitations (to the extent permitted by law); and
(h) any right to be informed by Trustee of the financial condition of Capital
or Aladdin Gaming or any change therein or any other circumstances bearing
upon the risk of nonpayment or nonperformance of the Obligations.
Shareholder has the ability and assumes the responsibility for keeping
informed of the financial condition of Capital and Aladdin Gaming and of
other circumstances affecting such nonpayment and nonperformance risks.
12. Limitation on Duties Regarding Collateral. Trustee's sole
duty with respect to the custody, safekeeping and physical preservation of
the Collateral in its possession, under Section 104.9207 of the UCC or
otherwise, shall be to deal with it in the same manner as Trustee deals with
similar securities and property for its own account and as would be dealt by
a prudent person in the reasonable administration of its affairs. Neither
Trustee nor any of its directors, officers, employees or agents shall be
liable for failure to demand, collect or realize upon any of the Collateral
or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of Shareholder or
otherwise.
13. Nevada Gaming Law. This agreement will be governed by and
subject to the Nevada Gaming Control Act. Without limiting the generality
of the foregoing, the parties agree that:
The pledge of the L.L.C. Interest of Aladdin Gaming provided
for herein, and any restrictions on the transfer and agreements not to
encumber the L.L.C. interest, will be subject to the approval of the Nevada
Gaming Authorities (as defined in the Indenture) and such approval may
require amendment of this agreement to include additional references to
regulatory requirements;
Notwithstanding approval by the Nevada Gaming Authorities
pursuant to paragraph (a), other approvals of the Gaming Authorities
(including the licensing of the Trustee and/or the Noteholders) may, and in
some cases will, be required before certain transactions relating to this
Agreement may occur, including but not limited to the
following:
any re-registration or action similar to re-registration
of the L.L.C. Interest (or any distribution in respect of, in addition
to, in substitution of, or in exchange
for, the L.L.C. Interest or any part thereof);
any foreclosure, sale, transfer or other disposition
of the L.L.C. Interest or any other enforcement of the security interest
therein; and
(iii) to the extent required by the Nevada Gaming
Authorities, the exercise by the Trustee of any of its remedies under
Section 6 and any of the voting and consensual rights set forth therein,
after and during the continuance of an Event of Default; and
(iv) pursuant to Regulation 8.050 of the Nevada Gaming
Commission, the payment or receipt of any money or other thing of value
constituting any part of the consideration for the transfer or
acquisition of the L.L.C. Interest, except that such consideration may
be placed in escrow pending the necessary approvals.
If required, the Trustee shall retain all evidence of
ownership in the L.L.C. Interest of Aladdin Gaming, or any distribution of
additional securities in respect of, in addition to, in substitution of, or
in exchange for, such L.L.C. Interest of Aladdin Gaming, or any part thereof,
in the State of Nevada at a location designated to the Nevada State Gaming
Control Board (the "Nevada Board") through its agent, or such substitute
agent as it may select in its reasonable discretion that is located in and
authorized to do business in the State of Nevada, pursuant to the terms of an
Escrow Agreement to be entered into by the Trustee and its agent
substantially in the form attached hereto as Exhibit "B", and Trustee shall
make the certificates or instruments evidencing the L.L.C. Interest available
for inspection by agents or employees of the Nevada Board immediately upon
request during normal business hours.
15. Termination. This L.L.C. Interest Pledge Agreement shall
terminate upon the satisfaction of all Obligations, and Trustee shall
promptly thereafter deliver the L.L.C. Interest certificates held by it
hereunder to Shareholder and, at Shareholder's expense, execute and deliver
to Shareholder such documents as Shareholder shall reasonably request to
evidence such termination. Upon any release of the L.L.C. Interest of
Aladdin Gaming from the pledge and security interest hereunder pursuant to
the Release Provision, the Trustee shall promptly deliver to Shareholder all
certificates representing such L.L.C. Interest and, at Shareholder's expense,
execute and deliver to Shareholder such documents as Shareholder shall
reasonably request to evidence such release.
16. Power of Attorney. Shareholder hereby appoints and
constitutes Trustee as Shareholder's attorney-in-fact for purposes of (a)
collecting any Collateral, (b) conveying any item of Collateral to any
purchaser thereof, and (c) making any payments or taking any acts under
Paragraph 6 hereof. Trustee's authority hereunder shall include, without
limitation, upon the occurrence and during the continuance of an Event of
Default, the authority to endorse and negotiate, for Trustee's own account,
any checks or instruments in the name of Trustee, to execute or receipt for
any document, to transfer title to any item of Collateral, and to take any
other actions necessary or incident to the powers granted to Trustee in this
L.L.C. Interest Pledge Agreement.
This power of attorney is coupled with an interest and is irrevocable by
Shareholder.
17. Miscellaneous.
(a) Notices. Except as otherwise provided herein, all
notices, requests, demands of other communications to or upon the
parties hereto shall be addressed to the parties at the respective
addresses indicated below or at such other address as either party
hereto may designate by written notice to the other party, and shall be
deemed to have been given (i) in the case of notice by letter, three (3)
days after deposited in the mails registered and return receipt
requested, or (ii) in the case of notice given by telecommunication,
when sent and received by the recipient prior to 5:00 p.m. on the
recipient's business day:
Trustee: State Street Bank and Trust Company
Corporate Trust Division
Two International Place
Boston, Massachusetts 02110
Ph: (617) 664-5340
FAX:(617) 664-5371
Shareholder: Aladdin Gaming Holdings, L.L.C.
2810 W. Charleston Blvd., Ste. 58
Las Vegas, Nevada 89102
Attn: Jack Sommer
Ph: (702) 870-1234
FAX:(702) 870-8733
Capital: Aladdin Capital Corp.
2810 W. Charleston Blvd., Ste. 58
Las Vegas, Nevada 89102
Attn: Jack Sommer
Ph: (702) 870-1234
FAX:(702) 870-8733
Aladdin Gaming: Aladdin Gaming, L.L.C.
2810 W. Charleston Blvd., Ste. 58
Las Vegas, Nevada
Attn: Jack Sommer
Ph: (702) 870-1234
FAX: (702) 870-8733
(b) Nonwaiver. No failure or delay on Trustee's part in
exercising any right hereunder shall operate as a waiver thereof or of any
other right nor shall any single or partial exercise of any such right
preclude any other further exercise thereof or of any other right.
(c) Amendments and Waivers. This L.L.C. Interest Pledge
Agreement may not be amended or modified, nor may any of its terms be
waived, except by written instruments signed by the party or parties
against which enforcement thereof is sought. Each waiver or consent under
any provision hereof shall be effective only in the specific instances for
the purpose for which given.
(d) Assignment. This L.L.C. Interest Pledge Agreement
shall be binding upon inure to the benefit of Trustee, the Noteholders
and Shareholder and their respective successors and assigns; provided,
however, that Shareholder may not assign its rights or delegate its duties
hereunder without the prior written consent of Trustee. Trustee may
assign or otherwise transfer all or any part of its interest under this
L.L.C. Interest Pledge Agreement, upon notice to Shareholder. Trustee may
disclose this L.L.C. Interest Pledge Agreement and any financial or other
information relating to Shareholder to any potential assignee or
participant.
(e) Cumulative Rights, etc. The rights, powers and
remedies of Trustee under this L.L.C. Interest Pledge Agreement shall be
in addition to all rights, powers and remedies given to Trustee by
virtue of the Indenture, any applicable governmental rule or regulation
or any other agreement, all of which rights, powers, and remedies shall
be cumulative and may be exercised successively or concurrently without
impairing Trustee's lien in the Collateral. Shareholder waives any
right to require Trustee to proceed against any Person or to exhaust any
Collateral or to pursue any remedy in Trustee's power.
(f) Governing Law. This L.L.C. Interest Pledge Agreement
shall be governed by and construed in accordance with the laws of the
State of New York, except (i) as the Nevada Gaming Control Act may
apply, (ii) as required by mandatory provisions of Nevada law and (iii) to
the extent that the validity or perfection of the lien and security
interest hereunder, or remedies hereunder, in respect of any particular
Collateral are governed by the laws of the State of Nevada.
IN WITNESS WHEREOF, Shareholder has caused this L.L.C. Interest
Pledge and Security Agreement to be executed in favor of Trustee as of the
day and year first above written.
SHAREHOLDER:
ALADDIN GAMING HOLDINGS, L.L.C., a Nevada
limited-liability company
By: /s/ Richard Goeglein
-----------------------------
Name: Richard Goeglein
Title: CEO & President
By: /s/ Ronald Dictrow
------------------------------
Name: Ronald B. Dictrow
Title: Executive V.P. & Secretary
ACKNOWLEDGMENT AND
CONSENT OF CAPITAL AND ALADDIN GAMING
Each of ALADDIN CAPITAL CORP., a Nevada corporation ("Capital") and
Aladdin Gaming, L.L.C., a Nevada limited-liability company ("Aladdin Gaming")
hereby acknowledges receipt of a copy of the above L.L.C. Interest Pledge and
Security Agreement, agrees to be bound by and comply with the terms thereof,
including, without limitation, Paragraph 6 thereof and agrees to perform all
covenants and obligations therein which, by their express or implied terms
are to be performed by Capital and/or Aladdin Gaming.
ALADDIN CAPITAL CORP.,
a Nevada corporation
By: /s/ Richard Goeglein
-------------------------------
Name: Richard Goeglein
Title: CEO & President
ALADDIN GAMING, L.L.C.,
a Nevada limited-liability company
By: /s/ Richard Goeglein
-------------------------------
Name: Richard Goeglein
Title: CEO & President
EXHIBIT "A"
DESCRIPTION OF SHAREHOLDER'S L.L.C. INTEREST
Percentage of
-------------
Issuer Class of L.L.C. Interest No. of Interests Outstanding
------ -------- --------------- ---------------- -----------
L.L.C. Interest Certificate No. Interests
--------------- --------------- ---------
Aladdin Gaming Preferred No. 1 100%
Membership
Interests
(Series A)