FIRST AMENDMENT TO
CREDIT AGREEMENT
Dated as of January 29, 1999
(amending the Credit Agreement,
dated as of
February 26, 1998)
among
ALADDIN GAMING, LLC,
as the Borrower,
VARIOUS FINANCIAL INSTITUTIONS,
as the Lenders,
THE BANK OF NOVA SCOTIA,
as the Administrative Agent for the Lenders,
MERRILL LYNCH CAPITAL CORPORATION,
as the Syndication Agent for the Lenders,
and
CIBC OPPENHEIMER CORP.,
as the Documentation Agent for the Lenders.
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") dated as of
January 29, 1999, by and among ALADDIN GAMING, LLC, a Nevada limited-liability
company (the "BORROWER"), the various financial institutions as are or may
become parties hereto (collectively, the "LENDERS"), THE BANK OF NOVA SCOTIA, as
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") for the
Lenders, MERRILL LYNCH CAPITAL CORPORATION, as syndication agent (in such
capacity, the "SYNDICATION AGENT") for the Lenders, and CIBC OPPENHEIMER CORP.,
as documentation agent (in such capacity, the "DOCUMENTATION AGENT") for the
Lenders.
In consideration of the mutual agreements herein contained and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent have heretofore entered into a
certain Credit Agreement, dated as of February 26, 1998 (the "CREDIT
AGREEMENT");
WHEREAS, the Borrower has requested the Lenders to grant certain
forbearances and waivers under the Credit Agreement and to enter into certain
amendments of the Credit Agreement; and
WHEREAS, each of the parties hereto is willing, on the terms and subject to
the conditions hereinafter set forth, to so amend the Credit Agreement and grant
the forbearances and waivers, but only upon the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the agreements contained herein, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION I.1. CERTAIN DEFINED TERMS. The following terms (whether or
not italicized) when used in this Amendment, including its preamble and
recitals, shall, except where the context otherwise requires, have the following
meanings:
"FACILITIES AGREEMENT" shall mean that certain Facilities Agreement between
General Electric Capital Corporation ("GECC"), for itself and as agent for
certain participants, and the Borrower dated as of June 26, 1998, as amended by
that certain First Amendment to Facilities Agreement between GECC, for itself
and as agent for certain participants, and the Borrower dated as of September 2,
1998, as the same may be further amended in accordance with the Intercreditor
Agreement by the Second Amendment to Facilities Agreement if, as and when
effective, and as thereafter from time to time amended, supplemented, amended
and restated or otherwise modified in accordance with the terms hereof.
"FIRST AMENDMENT TO CREDIT AGREEMENT" shall mean this Amendment.
"INTERCREDITOR AGREEMENT" shall mean that certain Intercreditor Agreement
by and among the Administrative Agent, GECC and the Borrower dated as of June
30, 1998 and as thereafter from time to time amended, supplemented, amended and
restated or otherwise modified in accordance with the terms thereof.
"SECOND AMENDMENT TO FACILITIES AGREEMENT" shall mean the second amendment
to the Facilities Agreement which is entered into by the Borrower and GECC, for
itself and as agent for certain participants, in accordance with the terms of
the Intercreditor Agreement. As of the date of this Amendment, the Facilities
Agreement has not been amended by the Second Amendment to Facilities Agreement.
SECTION I.2. OTHER DEFINED TERMS; CONSTRUCTION. For purposes of this
Amendment, capitalized terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement, as amended by this Amendment, and the
rules of construction set forth in ARTICLE I of the Credit Agreement shall apply
to this Amendment.
ARTICLE II
EVENTS OF DEFAULT; FORBEARANCES BY THE LENDERS
SECTION II.1. INDEBTEDNESS OF ALADDIN MUSIC. Aladdin Music has incurred
the Indebtedness listed on Schedule 2.1 to this Amendment which Indebtedness is
not permitted under SECTION 7.2.2 of the Credit Agreement. The existence of
such Indebtedness by Aladdin Music constitutes an Event of Default under the
Credit Agreement which will continue unless
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waived by the Lenders in their sole discretion. The Lenders agree to forbear
from exercising their rights, remedies and options under the Credit Agreement
based upon such Event of Default until March 10, 1999 and during such
forbearance the Lenders agree to reduce the amount required to bring the Main
Project Budget In Balance in accordance with the Credit Agreement by the
amount of such Indebtedness. Such forbearance and reduction shall no longer
apply without any further notice after 11:59 p.m. on March 10, 1999 unless
the following have occurred:
(a) If such Indebtedness is due from Aladdin Music to the
Borrower, either Completion Guarantor or an Affiliate of
Aladdin Music, the Borrower or either Completion Guarantor,
as the case may be, the holder of such Indebtedness shall
deliver its agreement to Aladdin Music, the Borrower and the
Lenders effective as of January 19, 1999, which provides, in
relevant part, that (i) such Indebtedness is subject and
subordinate in all respects to the Loan, the Loan Documents,
the Facilities Agreement and the FF&E Lease Documents, the
repayment of all amounts evidenced and secured thereby and
the rights, remedies and options of the Lenders and GECC
thereunder, as the case may be, (ii) such holder shall
forbear from exercising any and all rights to collect such
Indebtedness (including rights in bankruptcy) until the
earlier of (A) indefeasible payment of the Indebtedness
evidenced and secured by the Loan Documents, the Facilities
Agreement and the FF&E Lease Documents and (B) such time as
the Indebtedness permitted under CLAUSE (i) of SECTION 7.2.2
of the Credit Agreement has been consummated by Aladdin
Music and the Music Project Parcel has been released from
the Deed of Trust in accordance with CLAUSE (c) of SECTION
7.1.19 of the Credit Agreement and (C) in no event shall any
amount under the Credit Agreement or the Facilities
Agreement be allocated to repayment or reimbursement of such
Indebtedness or be used to fund any such amounts;
(b) If all or a portion of such Indebtedness is or becomes due
and payable on or before March 10, 1999, Aladdin Music shall
pay the amount thereof as and when such Indebtedness becomes
due and payable and shall deliver proof of such payment to
the Administrative Agent which shall be in form and content
satisfactory to it in its sole discretion and which shall
include a general release of Aladdin Music with respect to
such Indebtedness;
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(c) Subject to ITEM (b) above, if all or a portion of such
Indebtedness is due and payable after March 10, 1999, the
Borrower and the Completion Guarantor shall deliver an
agreement to the Administrative Agent effective as of
January 19, 1999, which shall be in form and content
satisfactory to the Administrative Agent in its sole
discretion and which shall provide, in relevant part, that
(1) Aladdin Music and each Completion Guarantor shall
furnish, or cause to be furnished, to the Administrative
Agent within 10 days after the end of each calendar month a
certificate from Aladdin Music and each Completion Guarantor
which lists all unpaid Indebtedness of Aladdin Music and the
amount thereof which has become due and payable or for which
demand has been made and which includes an unqualified
representation that Aladdin Music has not incurred any
Indebtedness in addition to that which is set forth in the
Borrower's Letter or which is otherwise expressly permitted
by the Credit Agreement, as amended by this Amendment, (2)
Aladdin Music and each Completion Guarantor have agreed
jointly, severally, absolutely and unconditionally to pay
such Indebtedness or the portion thereof which becomes due
and payable from time to time within 5 days after such
Indebtedness or portion thereof becomes due and payable and
demand for payment has been made therefor and (3) in
addition to the obligations set forth in ITEM (2) of this
CLAUSE (c), the Borrower and each Completion Guarantor
covenant and agree that with respect to any Indebtedness of
Aladdin Music (whether or not listed on SCHEDULE 2.1 or
permitted by the Credit Agreement, as amended by this
Amendment) which has not been paid within 5 days after such
amount becomes due and payable and demand for such payment
has otherwise been made, (A) the amount thereof shall be
added to the amount required at such time to bring the Main
Project Budget In Balance, (B) the waiver granted by the
Lenders under this Amendment shall automatically be revoked
without further notice and the Lenders shall be entitled
immediately to exercise all rights, remedies and options
under the Loan Documents and (C) no pending or further
Advance Requests will be approved and no pending or further
Advances will be made by the Administrative Agent or the
Disbursement Agent; and
(d) the Borrower has delivered all other waivers of such Event
of Default which are required by the Discount Note Indenture
and the Facilities Agreement.
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SECTION II.2. WAIVER OF DEFAULT BY THE BORROWER AND ALADDIN MUSIC. If on
or before March 10, 1999, time being of the essence, the requirements set forth
in CLAUSES (a), (b), (c) and (d) of SECTION 2.1 of this Amendment have been
satisfied by or on behalf of the Borrower and the Second Amendment to Facilities
Agreement has been executed and delivered by GECC and the Borrower in accordance
with this Amendment, the Event of Default described in Section 2.1 of this
Amendment shall be waived by the Lenders.
SECTION II.3. REPRESENTATIONS BY THE BORROWER. The Borrower acknowledges
that it is unable to make certain representations which it is required to make
under SECTION 3.2. of the Disbursement Agreement as a condition to an Advance
because CLAUSE (c) of SECTION 7.2.4 of the Credit Agreement needs to be amended
as set forth in CLAUSE (j) of SECTION 3.1 of this Amendment. The Borrower will
continue to be unable to make such representation until the Credit Agreement is
amended in accordance with this Amendment and the Intercreditor Agreement.
Between the date of this Amendment and March 10, 1999, the Lenders agree to
waive the requirement that the Credit Agreement be amended, as aforesaid. Such
waiver shall automatically expire without any further notice at 11:59 p.m. on
March 10, 1999. After such expiration, no Advance Requests will be approved and
no Advances will be made by the Administrative Agent or the Disbursement Agent
until the Credit Agreement has been amended in accordance with this Amendment
and the Borrower has otherwise satisfied the conditions in SECTION 3.2 of the
Disbursement Agreement.
SECTION II.4. BALANCING THE MAIN PROJECT BUDGET. The Borrower
acknowledges that as of December 17, 1998, the amount required in order for the
Main Project Budget to be In Balance was $4,838,466 plus the amount of the
Indebtedness of Aladdin Music described in SCHEDULE 2.1 annexed to this
Amendment (collectively, the "IN BALANCE AMOUNT"). The Lenders agree that until
March 10, 1999 the In Balance Amount shall be reduced by $2,750,000, the
approximate amount which Pepsi-Cola Company has agreed to pay the Borrower
pursuant to that certain concession agreement dated November 17, 1998. Such
reduction shall no longer apply without any further notice after 11:59 p.m. on
March 10, 1999 unless the Facilities Agreement and the Credit Agreement have
been amended in accordance with this Amendment. The Borrower agrees that no
Advance Requests will be approved and no Advances will be made by the
Administrative Agent or the Disbursement Agent until the Borrower has satisfied
all of the conditions which are required to be satisfied with respect to each
Advance including, without limitation, the performance of its obligations under
SECTION 7.1.14 of the Credit Agreement and that an additional Event of Default
will exist under the Loan Documents if such In Balance Amount (as adjusted in
accordance with the Credit Agreement) is not paid by March 10, 1999, time being
of the essence.
SECTION II.5. LETTERS OF CREDIT. On or about November 30, 1998, the
Completion Guarantors delivered letters of credit to the Administrative Agent in
the aggregate amount of $6,574,000 in order to bring the Main Project Budget In
Balance. The Lenders agree that the Administrative Agent shall forbear until
March 10, 1999 from drawing the letters of credit
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previously delivered by or on behalf of the Borrower in order for the Main
Project Budget to be In Balance. The Borrower and each of the Completion
Guarantors agree that such forbearance shall no longer apply without any
further notice after 11:59 p.m. on March 10, 1999 unless the Facilities
Agreement has been amended in accordance with this Amendment and the
Intercreditor Agreement, on or before such date, time being of the essence,
and the Administrative Agent shall draw such letters of credit and deposit
the proceeds thereof into the Guaranty Deposit Account for disbursement in
accordance with the Disbursement Agreement. The Completion Guarantors agree
that any demand or draw under the letter of credit delivered by each of them
shall be based upon the first certification or statement contained in each
letter of credit.
SECTION II.6. SECOND AMENDMENT TO FACILITIES AGREEMENT. As of the date of
this Amendment, the Borrower has requested GECC and its participants to execute
and deliver a second amendment to the Facilities Agreement which is consistent
with and includes and approves, as applicable, all of the provisions of this
Amendment and which includes (x) an express acknowledgment by GECC that after
giving effect to such second amendment, the Borrower has performed all of its
obligations under the Facilities Agreement which it is required to perform
thereunder through and including the effective date of such second amendment and
that the Indebtedness set forth on SCHEDULE 2.1 of this Amendment which has been
incurred by Aladdin Music and the Indebtedness to be incurred by Aladdin Music
which is permitted under CLAUSE (k) of SECTION 3.1 of this Amendment is
"INDEBTEDNESS" (as defined in the Facilities Agreement) of Aladdin Music which
is permitted by the Facilities Agreement and that the incurrence thereof has not
and will not constitute a "DEFAULT" or "EVENT OF DEFAULT" (as such terms are
defined in the Facilities Agreement) or result in the failure of the Borrower to
satisfy any of the conditions to "FUNDING" (as such term is set forth in the
Facilities Agreement), (y) representations from the Borrower for the benefit of
GECC and the Lenders as set forth in SECTIONS 8(a), 8(b), 8(c), 8(d), 8(e),
8(f), 8(g), 8(n), 8(o), 8(p), 8(s) and 8(y) of the Facilities Agreement and (z)
a representation from the Completion Guarantors for the benefit of GECC and the
Lenders that the Completion Guarantors have no knowledge of any act or condition
which, with the giving of notice or passage of time, would constitute a
"DEFAULT" or "EVENT OF DEFAULT" under the Facilities Agreement. GECC and its
participants have not agreed to enter into any such second amendment to the
Facilities Agreement and the Borrower is continuing its discussions with GECC,
the outcome of which is unknown at this time. If the Second Amendment to
Facilities Agreement in the form required by this SECTION 2.6 is not executed
and delivered by GECC and the Borrower in accordance with the Intercreditor
Agreement on or before March 10, 1999, time being of the essence, the Borrower
and the Completion Guarantors agree that an Event of Default shall exist under
the Credit Agreement and the Lenders shall have the right to exercise all
rights, remedies and options under the Loan Documents including, without
limitation, those granted under ARTICLE VIII of the Credit Agreement and that
the Administrative Agent shall have no obligation to approve any Advance
Requests and that the Administrative Agent and the Disbursement Agent shall have
no obligation to make any Advance.
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SECTION II.7. RESERVATION OF RIGHTS. The Borrower agrees that neither
this Amendment nor the making of any Advance by the Disbursement Agent and the
Administrative Agent's consent thereto shall constitute (w) an approval of all
or any portion of any Advance Request, (x) a waiver or forbearance by the
Disbursement Agent or the Administrative Agent under any of the Loan Documents,
except as expressly set forth herein, (y) the acceptance by the Disbursement
Agent or the Administrative Agent of any course of conduct by the Borrower or
the Completion Guarantor or (z) an agreement by the Administrative Agent to
amend any of the Loan Documents without the required approval from the Required
Lenders and a corresponding amendment of the Facilities Agreement. The Borrower
further agrees that the Administrative Agent and the Disbursement Agent reserve
all rights, remedies and options under the Loan Documents to require the
Borrower to satisfy in all respects the conditions relating to each Advance and
perform all of its obligations under the Loan Documents which are then due and
owing or are susceptible of performance, as the case may be.
ARTICLE III
AMENDMENTS
SECTION III.1. AMENDMENTS. The parties hereto hereby agree as follows:
(a) From and after the effective date of the Second Amendment to
Facilities Agreement (but not before) and provided that the Second Amendment to
Facilities Agreement expressly approves the amendment to the definition of
"AVAILABLE FUNDS" as set forth below, the definition of "AVAILABLE FUNDS" in
SECTION 1.1 of the Credit Agreement shall be amended in its entirety to read as
set forth below:
"'AVAILABLE FUNDS' means, from time to time, the sum of (s)
amounts which are available to be drawn to fund Line Item Categories
under letters of credit deposited by or on behalf of the Borrower
pursuant to SECTION 7.1.14 of this Agreement, PLUS (t) so long as no
default (beyond the expiration of applicable grace, notice and cure
periods) exists under an executed lease, occupancy, concession or
license agreement (but not including any letter of intent or other
interim agreement) covering a portion of the Main Project which has
been approved by the Administrative Agent in its sole discretion
(which approval may be conditioned upon the delivery of a
subordination, non-disturbance and attornment agreement or
continuation agreement, as applicable, and estoppel certificate each
in form and content satisfactory to the Administrative Agent in its
sole discretion), amounts payable thereunder prior to the Conversion
Date for Project Costs which amounts (1) would otherwise have been
paid by the Borrower if such lease, occupancy, concession or license
agreement had not been entered into and (2) are not otherwise payments
or prepayments of rent or other periodic payments to be made for the
occupancy, use or right to market products at the Main Project as
determined by the
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Administrative Agent in its sole discretion, PLUS (u) the aggregate of
the unutilized Commitments (EXCLUDING, HOWEVER, the Commitments of all
Defaulting Lenders) under the Bank Credit Facility, PLUS (v) the
aggregate of the amounts on deposit in the Borrower's Funds Account, the
Construction Note Disbursement Account and all Anticipated Earnings
thereon, PLUS (w) the aggregate of the amounts on deposit in the
Guaranty Deposit Account, the Cash Management Account, the Bank Proceeds
Account, the Loss Proceeds Account and the Interest Payment Account,
PLUS (x) so long as (1) no default under the Site Work Agreement and the
Mall Project Loan and no Default hereunder have occurred and are
continuing at the relevant time of computation, (2) advances of the Mall
Project Loan have commenced on or before June 30, 1998 and have
continued in accordance with the approved draw schedule for the Mall
Project Loan, (3) advances of the Mall Project Loan to reimburse the
Borrower in accordance with the Site Work Agreement are made within 45
days after the Construction Consultant and the Owner Representative have
approved the work to be completed by the Borrower pursuant to the Site
Work Agreement, the aggregate amounts payable to the Borrower by Aladdin
Bazaar pursuant to Section 4.5 of the Site Work Agreement, PLUS (y) the
lesser of (1) the aggregate of the amounts available to be drawn under
all Approved Equipment Funding Commitments and (2) the aggregate amount
of Remaining Costs on the date of calculation for the Equipment
Component (as in effect from time to time), PLUS (z) the aggregate
amount of Main Project Costs which the Design/Builder and/or Fluor have
agreed or confirmed in writing, to the reasonable satisfaction of the
Administrative Agent, that they are responsible for paying (on a timely
basis relative to the Main Project's cash needs) from their own funds
but which they have not yet paid."
(b) From and after the effective date of the Second Amendment to
Facilities Agreement (but not before) and provided that the Second Amendment to
Facilities Agreement expressly approves the addition of the following
definitions to the Credit Agreement, the following definitions shall be added to
SECTION 1.1 of the Credit Agreement:
"ADJUSTED NET WORTH" means Net Worth increased by an amount equal to
the losses attributable to the Music Project (not to exceed $8,660,000 in the
aggregate).
"COMMON PARKING AREA" is defined in the Site Work Agreement.
"COMMON PARKING AREA BUDGET" is defined in SECTION 7.1.24.
"EXCESS CONTRIBUTION" is defined in SECTION 7.1.24.
"EXCESS CONTRIBUTION AGREEMENT" is defined in SECTION 7.1.24.
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(c) From and after the effective date of the Second Amendment to
Facilities Agreement (but not before) and provided that the Second Amendment to
Facilities Agreement expressly approves the addition of the parenthetical clause
set forth below, the following parenthetical clause shall be added at the end of
CLAUSE (d) of the definition of "INDEBTEDNESS" in SECTION 1.1 of the Credit
Agreement:
"(other than (x) prior to the Conversion Date Indebtedness which is to
be funded from Available Funds and (y) after the Conversion Date
accounts payable by the Borrower arising in the ordinary course of
business in connection with the operation of the Main Project as a
casino/hotel)"
(d) From and after the effective date of the Second Amendment to
Facilities Agreement (but not before) and provided that the Second Amendment to
Facilities Agreement expressly approves the amendment to the definition of "LOAN
DOCUMENTS" as set forth below, the definition of "LOAN DOCUMENTS" in SECTION 1.1
of the Credit Agreement shall be amended in its entirety to read as set forth
below:
"'LOAN DOCUMENTs' means, collectively, this Agreement, the Notes,
the Letters of Credit, each Pledge Agreement, each Rate Protection
Agreement, each Borrowing Request, each Letter of Credit Issuance
Request, the Security Agreement, the Keep-Well Agreement, the
Completion Guaranty, the Excess Contribution Agreement, the GECC
Intercreditor Agreement, the Trademark Security Agreement, the Deed of
Trust, the Disbursement Agreement, the Mall Project Completion
Assignment, the Fee Letters, the Environmental Indemnity, the
Assignment of Contracts, the Assignment of Consulting Agreement, the
Assignment of Design/Build Contract, the Assignment of Salle Prive
Agreement, the Assignment of Project Management Agreement, the
Borrower Collateral Account Agreement, the Holdings Collateral Account
Agreement, the Servicing and Collateral Account Agreement, the
Design/Builder Consent and Acknowledgment and any other agreement,
certificate, document or Instrument delivered in connection with this
Agreement and such other agreements, whether or not specifically
mentioned herein or therein."
(e) From and after the effective date of the Second Amendment to
Facilities Agreement (but not before) and provided that the Second Amendment to
Facilities Agreement expressly approves the addition of the sentence set forth
below, the following sentence shall be added at the end of the definition of
"MAIN PROJECT BUDGET" in SECTION 1.1 of the Credit Agreement:
"The Main Project Budget shall include a Line Item and a Line Item
Category consistent with the Common Parking Area Budget."
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(f) From and after the effective date of the Second Amendment to
Facilities Agreement (but not before) and provided that the Second Amendment to
Facilities Agreement expressly approves an amendment to the definition of
"REALIZED SAVINGS" as set forth below, the definition of "REALIZED SAVINGS" in
SECTION 1.1 of the Credit Agreement shall be amended in its entirety to read as
set forth below:
"'REALIZED SAVINGS' means:
(a) the portion of any decrease to the Guaranteed Maximum Price
retained or to be retained by the Borrower in accordance with the
provisions of Attachment H to the Design/Build Contract in the 'COST
OF THE WORK' (as defined in Section 3 of Attachment G to the
Design/Build Contract) contemplated by a Line Item but only to the
extent that the Guaranteed Maximum Price has been reduced as a result
of such decrease in the anticipated 'COST OF THE WORK' as approved in
writing by the Design/Builder and such reduction is confirmed by the
Construction Consultant;
(b) with respect to the Construction Period Interest Line Item,
a decrease in the anticipated cost of construction period interest
resulting from (x) a decrease in the interest rates payable by the
Borrower prior to the date which is six months after the Conversion
Date as determined by the Administrative Agent with the reasonable
concurrence of the Borrower taking into account the current and future
anticipated interest rates and the anticipated times and amounts of
draws under the Bank Credit Facility for the payment of Main Project
Costs or (y) the anticipated Conversion Date being earlier than the
date set therefor in the Construction Benchmark Schedule as determined
by the Owner Representative with the reasonable concurrence of the
Construction Consultant; and
(c) with respect to any other Line Item, the amount by which the
total cost allocated to such Line Item exceeds the total cost incurred
by the Borrower to complete all aspects of the Work contemplated by
such Line Item which amount shall not be established until the
Borrower has actually completed 90% of all such Work or provided other
evidence acceptable to the Administrative Agent in its sole discretion
(with the concurrence of the Construction Consultant) that such amount
is reasonably expected to be realized as a permanent savings prior to
completion of 90% of such Work;
in each case, which is documented by the Borrower in a Realized
Savings Certificate substantially in the form of EXHIBIT W hereto,
duly executed and completed with all exhibits and attachments
thereto."
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(g) CLAUSE (n) of SECTION 7.1.1 of the Credit Agreement is
hereby amended in its entirety to read as set forth below:
"(n) prior to Final Completion, within 30 days after the end of
each month, a monthly status report describing in reasonable detail
the progress of the construction and completion of the Common Parking
Area and each Construction Component and the Main Project as a whole
since the immediately preceding report hereunder, including the cost
incurred to the end of such month, an estimate of the time and cost
required to complete the Common Parking Area and each Construction
Component and the Main Project as a whole, the progress of
construction and how it relates to the Construction Benchmark
Schedule, an accounting of costs which have been incurred and funded
with respect to the Common Parking Area, a variance report of the
costs incurred through the date of such report from those set forth in
the Common Parking Area Budget and such other information and reports
as the Administrative Agent or Construction Consultant may reasonably
request;"
(h) From and after the effective date of the Second Amendment to
Facilities Agreement (but not before) and provided that the Second Amendment to
Facilities Agreement includes an amendment to CLAUSE (r) of SECTION 10 of the
Facilities Agreement substantially similar to the amendment set forth below,
SECTION 7.1.14 of the Credit Agreement shall be amended in its entirety to read
as set forth below:
"Section 7.1.14 IN BALANCE; BORROWER EQUITY. If at any time and
from time to time the Main Project Budget is not In Balance, the
Borrower shall deposit or cause to be deposited into the Guaranty
Deposit Account, in cash, funds in the amount required to bring the
Main Project Budget In Balance. Each such deposit shall be made on
the earlier of (x) 10 days after demand therefor by the Administrative
Agent or (y) the Business Day immediately preceding the date on which
an Advance is to be made by the Lenders pursuant to the Loan Documents
or, if applicable, by the Disbursement Agent pursuant to the
Disbursement Agreement, as the case may be. With respect to the
amount required to bring the Main Project Budget In Balance on
November 13, 1998 only, if no Event of Default exists under this
Agreement, in addition to or in lieu of cash, the Borrower may deliver
or cause to be delivered one or more clean, irrevocable and
unconditional letters of credit satisfactory to the Administrative
Agent in its sole discretion in such amounts required to bring the
Main Project Budget In Balance, in which case the following provisions
shall apply:
(a) If and to the extent the amount of each Line Item Category set
forth in the Main Project Budget has been fully funded from Available
Funds or other sources of payment (other than the letters of credit
which have been delivered to
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fund such Line Item Category[ies] which are not In Balance (the "L/C
LINE ITEM CATEGORIES")) and additional funds are required therefor, the
Administrative Agent may draw on such letters of credit without any
notice to the Borrower or any other Person to the extent required to
fund such amounts. If any of the letters of credit are dishonored or
have been fully drawn or the amounts available thereunder have been
reduced to zero and such payments have not been fully paid, the
Administrative Agent shall have the right to demand payment by the
Borrower in accordance with the first two sentences of this SECTION
7.1.14 and declare an Event of Default if SECTION 8.1.16 of the First
Amendment to Credit Agreement applies.
(b) The Administrative Agent shall be entitled to realize against any
or all of the letters of credit (i) upon the occurrence of an Event of
Default hereunder or (ii) in its sole discretion, at any time the Main
Project Budget is not In Balance and apply the proceeds thereof at the
discretion of the Administrative Agent.
(c) During its review of each request for an Advance, the
Administrative Agent shall determine whether the L/C Line Item
Categories are In Balance. If the L/C Line Item Categories are In
Balance without any need for support from the letters of credit and
the Main Project Budget is otherwise In Balance or the maximum amounts
permitted to be drawn under such letters of credit have been reduced
to zero, the Administrative Agent shall return the letters of credit
to the Persons which delivered such letters of credit to the
Administrative Agent. Provided that the Main Project Budget is In
Balance and no act or condition exists which, with the giving of
notice or passage of time, would constitute a "DEFAULT" or "EVENT OF
DEFAULT" under the Credit Agreement, the Facilities Agreement or the
Discount Note Indenture, after request by the Borrower (which request
shall be made in connection with a request for an Advance), the
Administrative Agent shall permit the amounts of the letters of credit
to be reduced to the amount required for the Borrower to perform its
obligation under the Credit Agreement to keep the L/C Line Item
Categories In Balance.
(d) In the event that each letter of credit is not extended or
replaced at least fifteen (15) days prior to its stated expiration
date, the Administrative Agent shall make a drawing under such letter
of credit of the full amount then available thereunder and shall
deposit such amount into the Guaranty Deposit Account to be held by
the Disbursement Agent in accordance with the terms of the
Disbursement Agreement."
(i) From and after the effective date of the Second Amendment to
Facilities Agreement (but not before) and provided that the Second Amendment to
Facilities Agreement expressly approves the addition of the new Section set
forth below, the following new Section shall be added to the Credit Agreement as
SECTION 7.1.24:
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"Section 7.1.24 SITE WORK AGREEMENT; EXCESS CONTRIBUTION AGREEMENT.
Aladdin Bazaar has asked the Borrower and AHL to agree under the Site
Work Agreement that Aladdin Bazaar will pay up to $36,000,000 for
amounts attributable to the design and construction of the Common
Parking Area and that the Borrower and AHL will pay all amounts in
excess of $36,000,000 for such design and construction. The Borrower
has delivered a budget (the "COMMON PARKING AREA BUDGET") which is
being reviewed by the Construction Consultant. The Borrower agrees
that if the Construction Consultant reasonably determines that
adjustments are required in order for the Common Parking Area Budget
to be accurate, the Borrower shall make such adjustments as so
determined. The Borrower shall pay all reasonable costs, expenses and
fees of the Administrative Agent and the Lenders with respect to any
reviews of the Common Parking Area Budget and the design and
construction of the Common Parking Area including, without limitation,
the costs and expenses of the Construction Consultant's reviews of the
Common Parking Area Budget from time to time and, if required,
attorneys' fees and costs and expenses. In addition, if the Common
Parking Area Budget, as approved by the Construction Consultant,
shows a cost of completion exceeding $36,000,000, the amount over
$36,000,000 shall be funded by the Borrower by delivery of a cash
deposit in such amount upon the earlier of (x) such time as the
Borrower is otherwise required to bring the Loan In Balance (without
giving effect to such excess amount) in accordance with this Credit
Agreement and the other Loan Documents and (y) such time as such
amount is required in order to pay for such costs of completion (each
such amount being referred to as an "EXCESS CONTRIBUTION"). In no
event shall (x) any portion of any contingency, reserve or Realized
Savings be allocated to the Common Parking Area Line Item Category in
the Main Project Budget for amounts to be funded by the Borrower
pursuant to this section or (y) any contingency, reserve or Realized
Savings be used to fund any such amounts without the prior written
consent of the Administrative Agent in its sole discretion. Each month
the Construction Consultant shall verify the amounts required to
complete construction of the Common Parking Area as part of its review
of the Main Project Budget and In Balance requirements. If the
Construction Consultant determines in its sole discretion that there
should be an increase in the Excess Contributions, the Borrower shall,
in accordance with this SECTION 7.1.24, deposit cash into the Guaranty
Deposit Account in such increased amount. London Clubs and the Trust
shall enter into an agreement (the "EXCESS CONTRIBUTION AGREEMENT")
for the benefit of the Lenders and the Administrative Agent which
shall provide, in relevant part, that London Clubs and the Trust,
jointly and severally (x) shall make all Excess Contributions required
from time to time in accordance with this SECTION 7.1.24 (in addition
to all other payments under the Excess Contribution Agreement, the
Completion Guaranty, the Environmental Indemnity and the Keep-Well
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Agreement) and (y) shall perform the obligation to keep the Line Item
Category for all such amounts in excess of $36,000,000 In Balance in
accordance with the Excess Contribution Agreement if the Borrower
fails or refuses to do so. The form and content of the Excess
Contribution Agreement shall be satisfactory to the Administrative
Agent in its sole discretion."
(j) From and after the effective date of the Second Amendment to
Facilities Agreement (but not before) and provided that the Second Amendment to
Facilities Agreement includes an amendment to ITEM (3) of CLAUSE (d) of SECTION
11 of the Facilities Agreement substantially similar to the amendment set forth
below, CLAUSE (c) of SECTION 7.2.4 shall be amended in its entirety to read as
set forth below:
"(c) ADJUSTED NET WORTH. Adjusted Net Worth as of the close of any
such Fiscal Quarter to be less than the sum of $45,000,000 PLUS 85% of
positive Net Income (after giving effect to the amount of Restricted
Payments made by the Borrower in cash in accordance with CLAUSES (a) and
(c) of SECTION 7.2.6, subject to the terms thereof for the period, treated
as one accounting period) from the Closing Date through the close of such
Fiscal Quarter."
(k) From and after the effective date of the Second Amendment to
Facilities Agreement (but not before) and provided that the Second Amendment to
Facilities Agreement includes an amendment to CLAUSE (b) of SECTION 11 of the
Facilities Agreement substantially similar to the amendment set forth below, the
following clauses shall be added as CLAUSE (j), CLAUSE (k), CLAUSE (l) and
CLAUSE (m) to SECTION 7.2.2 of the Credit Agreement:
"(j) Indebtedness of Aladdin Music (in addition to the
Indebtedness referred to in SECTION 2.1 of the First Amendment to Credit
Agreement) which has been approved in writing by the Completion
Guarantors and which, when combined with the Indebtedness permitted
under CLAUSE (k) and the first parenthetical clause in CLAUSE (m) of
this SECTION 7.2.2, shall not exceed $3,500,000 in the aggregate for
reasonable and necessary pre-development costs and expenses of the Music
Project pursuant to agreements with either Completion Guarantor or
Affiliates thereof so long as after giving effect to such Indebtedness
no event or condition exists under the Credit Agreement, the Facilities
Agreement or the Discount Note Indenture which, with the giving of
notice or passage of time, would constitute a "DEFAULT" or "EVENT OF
DEFAULT" thereunder and five days prior to the incurrence thereof the
holder of such Indebtedness delivers its agreement to Aladdin Music, the
Borrower and the Lenders which provides, in relevant part, that (i) such
Indebtedness is subject and subordinate in all respects to the Loan, the
Loan Documents, the Facilities Agreement and the FF&E Lease Documents,
the repayment of all amounts evidenced and secured thereby and the
rights, remedies and options of the Lenders and GECC thereunder, as the
case may be, (ii) such holder shall forbear from exercising any and all
rights to collect such Indebtedness (including rights in bankruptcy)
until the earlier of (A) indefeasible
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payment of the Indebtedness evidenced and secured by the Loan Documents,
the Facilities Agreement and the FF&E Lease Documents and (B) such time
as the Indebtedness permitted under CLAUSE (i) of SECTION 7.2.2 of the
Credit Agreement has been consummated by Aladdin Music and the Music
Project Parcel has been released from the Deed of Trust in accordance
with CLAUSE (c) of SECTION 7.1.19 of the Credit Agreement and (iii) in
no event shall any amount under the Credit Agreement or the Facilities
Agreement be allocated to repayment or reimbursement of such
Indebtedness or be used to fund any such amounts;
(k) Indebtedness of Aladdin Music (in addition to the Indebtedness
referred to in SECTION 2.1 of the First Amendment to Credit Agreement)
which has been approved in writing by the Completion Guarantors and which,
when combined with the Indebtedness permitted by CLAUSE (j) and the first
parenthetical clause in CLAUSE (m) of this SECTION 7.2.2, shall not exceed
$3,500,000 in the aggregate for reasonable and necessary pre-development
costs and expenses of the Music Project pursuant to agreements with third
parties (other than the Borrower, either Completion Guarantor or an
Affiliate of Aladdin Music, the Borrower or either Completion Guarantor, as
the case may be) so long as after giving effect to such Indebtedness no
event or condition exists under the Credit Agreement, the Facilities
Agreement or the Discount Note Indenture which, with the giving of notice
or passage of time, would constitute a "DEFAULT" or "EVENT OF DEFAULT"
thereunder and five days prior to the incurrence thereof the holder of such
Indebtedness delivers its agreement to Aladdin Music, the Borrower and the
Lenders which provides, in relevant part, that such Indebtedness shall only
be due and payable if and only if and not unless or until such time as the
Indebtedness permitted under CLAUSE (i) of SECTION 7.2.2 of the Credit
Agreement has been consummated by Aladdin Music and the Music Project
Parcel has been released from the Deed of Trust in accordance with CLAUSE
(c) of SECTION 7.1.19 of the Credit Agreement and that in no event shall
any amount under the Credit Agreement or the Facilities Agreement be
allocated to repayment or reimbursement of such Indebtedness or be used to
fund any such amounts;
(l) Indebtedness of the Borrower which has been approved in writing
by the Completion Guarantors in respect of the development and use of the
approximately 1,400 seat production showroom at the Main Project (including
production of shows and installations with respect to such shows) so long
as after giving effect to such Indebtedness no event or condition exists
under the Credit Agreement, the Facilities Agreement or the Discount Note
Indenture which, with the giving of notice or passage of time, would
constitute a "DEFAULT" or "EVENT OF DEFAULT" thereunder, the terms of which
and Instruments which evidence and, if applicable, secure such Indebtedness
shall be satisfactory to the Administrative Agent as determined in good
faith in its sole discretion; and
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(m) Indebtedness of Aladdin Music which has been approved in writing
by the Completion Guarantors for payment of a commission (but not expenses
which shall be subject to the limitations in CLAUSE (k) of this SECTION
7.2.2) for procuring a lender for the Music Project and/or equity investor
(which shall not be the Borrower, either Completion Guarantor or an
Affiliate of Aladdin Music, the Borrower or either Completion Guarantor, as
the case may be) in Aladdin Music so long as after giving effect to such
Indebtedness no event or condition exists under the Credit Agreement, the
Facilities Agreement or the Discount Note Indenture which, with the giving
of notice or passage of time, would constitute a "DEFAULT" or "EVENT OF
DEFAULT" thereunder and five days prior to the incurrence thereof the
holder of such Indebtedness delivers its agreement to Aladdin Music, the
Borrower and the Lenders which provides, in relevant part, that such
Indebtedness shall only be due and payable if and only if and not unless or
until such time as the Indebtedness permitted under CLAUSE (i) of SECTION
7.2.2 of the Credit Agreement has been consummated by Aladdin Music and the
Music Project Parcel has been released from the Deed of Trust in accordance
with CLAUSE (c) of SECTION 7.1.19 of the Credit Agreement and that in no
event shall any amount under the Credit Agreement or the Facilities
Agreement be allocated to repayment or reimbursement of such Indebtedness
or be used to fund any such amounts."
(l) From and after the effective date of the Second Amendment to
Facilities Agreement (but not before) and provided that the Second Amendment to
Facilities Agreement expressly approves the addition of SECTION 8.1.16 as set
forth below, the following new Section shall be added to the Credit Agreement as
SECTION 8.1.16:
"SECTION 8.1.16. DISHONOR OR EXPIRATION OF LETTER OF CREDIT. If
any letter of credit deposited by or on behalf of the Borrower
hereunder is dishonored by the issuer thereof or is not extended
within fifteen (15) days prior to the expiration thereof (unless the
Lenders have been given written instructions to draw such letter of
credit fifteen (15) days prior to the expiration thereof)."
ARTICLE IV
CONDITIONS PRECEDENT AND COVENANT
SECTION IV.1. CONDITIONS TO EFFECTIVENESS. This Amendment shall be and
become effective as of the date (the "EFFECTIVE DATE") on which each of the
following conditions precedent shall have been satisfied.
(a) EXECUTION OF AMENDMENT. The Administrative Agent shall have
received counterparts of this Amendment executed on behalf of the Borrower,
the
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Administrative Agent, the Syndication Agent, the Documentation Agent
and the Required Lenders.
(b) INCUMBENCY, ETC. The Administrative Agent shall have received
(with copies for each Lender) a certificate, dated the date hereof, of an
Authorized Representative of the Borrower certifying
(i) as to the incumbency and signatures of the Person or Persons
authorized to execute and deliver this Amendment and any instruments
or agreements required hereunder,
(ii) as to an attached copy of one or more resolutions or other
authorizations of the manager of the Borrower certified by the
Authorized Representative of such manager as being in full force and
effect on the date hereof, authorizing the execution, delivery and
performance of this Amendment and any instruments or agreements
required hereunder, and
(iii) that the Organizational Documents of the Borrower have not
been modified since the date on which they were last delivered to the
Administrative Agent,
upon which certificate the Administrative Agent, the Syndication Agent, the
Documentation Agent and each Consenting Lender (collectively, the
"FINANCING PARTIES") may conclusively rely until it shall have received a
further certificate of an Authorized Representative of the Borrower
canceling or amending such prior certificate.
(c) FEES. All reasonable fees and costs and expenses of Mayer, Brown
& Platt and other professionals employed by the Administrative Agent and
all other reasonable expenses of the Administrative Agent in connection
with the negotiation, execution and delivery of this Amendment and the
transactions contemplated herein shall have been paid in full.
(d) SATISFACTORY LEGAL FORM. Each Financing Party and its counsel
shall have received all information, approvals, opinions, documents or
instruments as each Financing Party or its counsel may have reasonably
requested, and all documents executed or submitted pursuant hereto by or on
behalf of the Borrower shall be satisfactory in form and substance to each
Financing Party and its counsel.
(e) DEFAULT. After giving effect to this Amendment the following
statements shall be true and correct: (i) to the best knowledge of the
Borrower, except as expressly set forth in this Amendment, no act or
condition exists which, with the giving of notice or passage of time would
constitute a "DEFAULT" or "EVENT OF DEFAULT" (as defined in
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the Credit Agreement and the Facilities Agreement) has occurred and is
continuing as of the date hereof, and (ii) no material adverse change in
(A) the financial condition, business, property, prospects or ability of
the Borrower to perform in all material respects its obligations under
any Operative Document or any of the documents evidencing and securing
the FF&E Financing to which it is a party or (B) the financial
condition, business, property, prospects and ability of any other
Aladdin Party or, to the best knowledge of the Borrower, LCNI, the
Design/Builder or Fluor to perform in all material respects its
obligations under any Operative Document to which it is a party has
occurred since the Closing Date.
(f) CONSENTS AND APPROVALS. All approvals and consents required to
be taken, given or obtained, as the case may be, by or from any
Governmental Instrumentality or another Person, or by or from any trustee
(including, without limitation, the Discount Note Indenture Trustee) or
holder of any indebtedness or obligation of the Borrower, that are
necessary or, in the reasonable opinion of the Administrative Agent,
advisable in connection with the execution, delivery and performance of
this Amendment by all parties hereto, shall have been taken, given or
obtained, as the case may be, shall be in full force and effect and the
time for appeal with respect to any thereof shall have expired (or, if an
appeal shall have been taken, the same shall have been dismissed) and shall
not be subject to any pending proceedings or appeals (administrative,
judicial or otherwise) and shall be in form and substance satisfactory to
the Administrative Agent.
(g) DELIVERY OF AMENDMENT. The Borrower shall have delivered this
Amendment to all Persons entitled under the Operative Documents to receive
delivery hereof.
(h) OPINIONS. The Administrative Agent shall have received such
opinions of counsel as it deems necessary, dated as of the date of this
Amendment and addressed to the Administrative Agent, the Lenders and, if
applicable, the Disbursement Agent, which shall be in form and substance
satisfactory to the Administrative Agent.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
In order to induce each Financing Party to enter into this Amendment, the
Borrower hereby reaffirms, as of the date hereof, its representations and
warranties contained in Article VI of the Credit Agreement and additionally
represents and warrants unto each Financing Party as set forth in this
ARTICLE V.
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SECTION V.1. SCHEDULE 2.1. To the best knowledge of the Borrower,
Schedule 2.1 annexed to this Amendment, as of the date of hereof, is true,
correct and complete in all respects.
SECTION V.2. MATTERS PERTAINING TO THE FACILITIES AGREEMENT.
(a) The Borrower has not directly or indirectly amended (by Change
Order or otherwise), modified (by Change Order or otherwise), allocated,
reallocated or supplemented or permitted or consented to the amendment (by
Change Order or otherwise), modification (by Change Order or otherwise)
allocation, reallocation or supplementation of the Construction Benchmark
Schedule in any manner which would extend the Completion Date.
(b) The Borrower has performed all of its obligations under ITEM (1)
of CLAUSE (a) of SECTION 12 of the Facilities Agreement.
SECTION V.3. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The execution,
delivery and performance by the Borrower of this Amendment and each other
document executed or to be executed by it in connection with this Amendment are
within the Borrower's powers, have been duly authorized by all necessary action,
and do not
(a) contravene the Borrower's Organizational Documents;
(b) contravene any contractual restriction binding on or affecting
the Borrower;
(c) contravene any court decree or order or Legal Requirement binding
on or affecting the Borrower; or
(d) result in, or require the creation or imposition of, any Lien
on any of the Borrower's properties except as expressly contemplated by
the Operative Documents, and the Financing Parties may conclusively rely
on such representation and warranty.
SECTION V.4. GOVERNMENT APPROVAL,
REGULATION, ETC. No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body or
other Person is required for the due execution, delivery or performance by
the Borrower of this Amendment or any other document to be executed by it in
connection with this Amendment.
SECTION V.5. VALIDITY, ETC. This Amendment constitutes, and each other
document executed by the Borrower in connection with this Amendment, on the due
execution and delivery thereof, will constitute, the legal, valid and binding
obligations of the Borrower enforceable in accordance with their respective
terms, except as such enforceability may be
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limited by applicable bankruptcy, insolvency or similar laws affecting the
enforcement of creditors rights generally and by general principles of equity.
SECTION V.6. LIMITATION. Except as expressly provided hereby, all of the
representations, warranties, terms, covenants and conditions of the Credit
Agreement and each other Operative Document shall remain unamended and unwaived
and shall continue to be, and shall remain, in full force and effect in
accordance with their respective terms. The amendments, modifications and
consents set forth herein shall be limited precisely as provided for herein, and
shall not be deemed to be a waiver of, amendment of, consent to or modification
of any other term or provision of the Credit Agreement, the Facilities Agreement
any Operative Document, or other Instrument referred to therein or herein, or of
any transaction or further or future action on the part of the Borrower or any
other Person which would require the consent of the Agents, the Lenders, GECC or
the Discount Note Indenture Trustee.
SECTION V.7. OFFSETS AND DEFENSES. The Borrower has no offsets or
defenses to its obligations under the Loan Documents or the documents evidencing
and securing the FF&E Financing and no claims or counterclaims against any of
the Agents, the Lenders or the Construction Consultant.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION VI.1. RATIFICATION OF AND REFERENCES TO THE CREDIT AGREEMENT.
This Amendment shall be deemed to be an amendment to the Credit Agreement, and
the Credit Agreement, as amended hereby, shall continue in full force and effect
and is hereby ratified, approved and confirmed in each and every respect. All
references to the Credit Agreement in any other document, instrument, agreement
or writing shall hereafter be deemed to refer to the Credit Agreement as amended
hereby.
SECTION VI.2. HEADINGS. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof.
SECTION VI.3. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING
ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES OF SUCH STATE.
SECTION VI.4. CROSS-REFERENCES. References in this Amendment to any
Article or Section are, unless otherwise specified, to such Article or Section
of this Amendment.
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SECTION VI.5. OPERATIVE DOCUMENT. This Amendment is an Operative Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated therein) be construed, administered and applied in accordance with the
terms and provisions of the Credit Agreement.
SECTION VI.6. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION VI.7. COUNTERPARTS. This Amendment may be executed by the parties
hereto in any number of counterparts and on separate counterparts, each of which
shall be an original but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the day and year first above written.
ALADDIN GAMING, LLC
By: /s/ Richard J. Goeglein
Name: Richard J. Goeglein
Title: President
THE BANK OF NOVA SCOTIA, as the
Administrative Agent
By: /s/ Alan W. Pendergast
Name: Alan W. Pendergast
Title: Relationship Manager
MERRILL LYNCH CAPITAL
CORPORATION, as the Syndication Agent
By: /s/ Howard B. Sople
Name: Howard B. Sople
Title: Vice President
CIBC OPPENHEIMER CORP.,
as the Documentation Agent
By: /s/ Dean J. Decker
Name: Dean J. Decker
Title: Executive Director, CIBC Oppenheimer
Corp., As Agent
By signing below, the Guarantors (w) ratify and reaffirm
the Loan Documents to which they are a party, (x) confirm
their agreement to the terms of this Amendment and (y) acknow-
ledge that they have no offsets or defenses to their
respective obligations under the Loan Documents
to which they are a party and no claims or counterclaims
against the Agents, the Lenders or the Construction Consultant.
ALADDIN BAZAAR HOLDINGS, LLC
By: /s/ Ron Dictrow
Name: Ron Dictrow
Title: Secretary/Treasurer
THE TRUST UNDER ARTICLE SIXTH
UNDER THE WILL OF SIGMUND SOMMER
By: /s/ Jack Sommer
Name: Jack Sommer
Title: Trustee
LONDON CLUBS INTERNATIONAL PLC
By: /s/ G. Barry Hardy
Name: G. Barry Hardy
Title: Finance Director
SCHEDULE 2.1
Unpaid invoices for Aladdin Music
As of January 22, 1998
Schreck Culinary
ADP/Marshall TLCP Rockwell HKS Morris Design
------------ ---------- ------------- ------------ ----------- ----------
2,000.00 5,000.00 275,000.00 131,743.93 1,157.43 2,640.00
706,000.00 116,752.22 3,510.00
16,714.21 19,104.77 3,500.00
185,000.00 121,157.81 123.75
21,138.21 82,216.34 3,742.00
174,000.00 9,760.00
23,452.47 3,250.00
1,718.81 7,635.63
14,657.45 141,218.37
4,691.10 10,110.67
1,996.01
447.40
3,183.57
376.60
Estimate per Tishman
------------ ---------- ------------- ------------ ----------- ----------
Total Accounts Payable 2,000.00 5,000.00 1,422,372.25 648,953.32 1,157.43 13,515.75
------------ ---------- ------------- ------------ ----------- ----------
Trust Advances -100,000.00
Trust Advances -100,000.00 -50,000.00
Planet Hollywood Advances -100,000.00
Jack Sommer Advance -500,000.00
------------ ---------- ------------- ------------ ----------- ----------
Net Accounts Payable 2,000.00 5,000.00 722,372.25 498,953.32 1,157.43 13,515.75
------------ ---------- ------------- ------------ ----------- ----------
Pre-Opening
McNamara/ Planet Total Capitalized Expensed
Tishman Salvia, Inc. Hollywood RWDI Construction Costs Skadden,Arps
---------- ------------ ----------- ----------- ------------------ --------------
44,320.88 59,400.00 46,300.00 567,562.24 537,673.00
2,493.43 28,835.80 857,591.45
4,666.30 119.55 44,104.83
9,300.16 1,186.47 316,768.19
107,096.55
183,760.00
26,702.47
9,354.44
155,875.82
14,801.77
1,996.01
447.40
3,183.57
376.60
0.00
0.00
Estimate per Tishman 5,000.00 5,000.00
0.00
0.00
0.00
0.00
---------- ------------ ------------ ---------- --------------- -------------
Total Accounts Payable 65,780.77 89,541.82 0.00 46,300.00 2,294,621.34 537,673.00
---------- ------------ ------------ ---------- --------------- -------------
Trust Advances -100,000.00
Trust Advances -13,890.00 -163,890.00
Planet Hollywood Advances 100,000.00 0.00
Jack Sommer Advance -500,000.00
0.00
---------- ------------ ------------ ---------- --------------- -------------
Net Accounts Payable 65,780.77 89,541.82 100,000.00 32,410.00 1,530,731.34 537,673.00
---------- ------------ ------------ ---------- --------------- -------------
Related party Payables
Sommer Trust Advance for Rockwell costs 100,000.00
Advance for HKS costs 50,000.00
Advance to RWDI - Consulting
Engineers 13,890.00
Advance for Rockwell costs 100,000.00
Jack Sommer
Advance for Rockwell costs 500,000.00
--------------- -------------
Related Party Payables 763,890.00 0.00
--------------- -------------
TOTAL
--------------- ------------- ------------
Total Liabilities for Aladdin Music, LLC. 2,294,621.34 537,673.00 2,832,294.34
--------------- ------------- ------------
--------------- ------------- ------------