CASINO LEASE AND OPERATING MANAGEMENT CONTRACT BETWEEN SOCIETE
LOISIRS CLUB HAMMAMET AND CLEOPATRA PLACE LIMITED
CASINO LEASE AND OPERATING
MANAGEMENT CONTRACT
SOCIETE LOISIRS CLUB HAMMAMET
OWNER
CLEOPATRA PALACE LIMITED
LESSEE
SOCIETE LOISIRS CLUB HAMMAMET
CASINO LEASE AND OPERATING MANAGEMENT CONTRACT
THIS DOCUMENT WITNESSETH:
ON THE HAND, SOCIETE LOISIRS CLUB HAMMAMET, domiciled in Tunis, Tunisia
("Owner")
AND ON THE OTHER HAND, CLEOPATRA PALACE LIMITED, the casino operating
company of Dublin, Ireland ("Lessee"), the shareholders of which are as follows:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇'▇ ▇▇, Inc, a
Colorado (U.S.A.) corporation.
WHEREAS, Owner is the present owner of a building, now under
construction (the "Casino-Property") as more fully described in Exhibit A which
is incorporated by reference; and
WHEREAS, Owner presently has an agreement in principle which will allow
it to obtain a governmental license or Permit which legally authorises it to
operate and maintain a gaming casino (the "Casino ) with slot machines, table
games and video machines in Tunisia (the "Gambling License") subject to
compliance by Owner and by Lessee with all applicable Tunisian laws and
regulations; and
WHEREAS, the parties hereto desire to enter into this Lease for the
Casino Property ir; which Lessee shall operate a Casino with the particular
location of the Casino Property being more fully described in Exhibit B.
NOW, THEREFORE, in consideration of the covenants and conditions herein
to be kept and performed by the parties hereto, and other good and valuable
consideration, the receipt and sufficiency whereof is hereby acknowledged, the
following shall be, and hereby is understood and agreed:
1. Lease. Owner does hereby lease the Casino-Property and Gambling
License to Lessee for a fIxed rental as follows:
A. First year beginning 31st December 1994 or occupancy
(whichever is the latest) when the space designated as that
for housing the Casino Property is deemed to be ready for
occupancy, according to building and other such regulations
as per the initial control office (SOCOTEC) certificate.
Lessee will pay, the sum of One Million United States
Dollars (US 1,000,000), payable to the owner in its entirety
on occupancy.
B. Second year beginning one (1 ) year from the date of
occupancy by Lessee as mentioned above, as the sum of Two
Million United States Dollars (US $2,000,000.00), payable to
the Owner in its entirety one year after occupancy;
C. Third year beginning two (2) years from the date of
occupancy by Lessee as mentioned above, the sum of Two and
One-Half Million United States Dollars (US $2,500,000.00),
payable to the Owner in its entirety two years after
occupancy;
D. Fourth year beginning three years form the date of occupancy
by Lessee as mentioned in 1 A above the sum of Three Million
United States Dollars (US $3,000,000.00), payable to the
Owner in its entirety three years after occupancy;
E. Fifth year and thereafter, yearly increases of Two Hundred
Fifty Thousand Dollars (US $250,000.00) up to a total rental
per year of Five Million Dollars (US $5,000,000.00) per
annum, payable to the Owner in its entirety four years after
occupancy and of each year of this Agreement thereafter, as
hereunder:
US $3,250,000.00 four years after occupancy;
US $3,500,000.00 five years after occupancy;
US $3,750,000.00 six years after occupancy;
US $4,000,000.00 seven years after occupancy;
US $4,250,000.00 eight years after occupancy;
US $4,500,000.00 nine years after occupancy;
US $4,750,000.00 ten years after occupancy;
US $5,000,000.00 eleven years after occupancy,
and
US $5,000,000.00 twelve, thirteen and fourteen years
after occupancy.
2. Operation. Lessee shall manage the Casino-Property by and through
experienced and professionally competent operators, reasonably
acceptable to Owner. Lessee shall have full and complete control of
the operation of the Casino, subject only to the terms and conditions
of this Agreement.
3. License. Owner shall maintain the Gambling License for and during the
entire term of this Agreement, and Owner hereby authorises the Lessee
to operate the Casino during the term of this Agreement in accordance
with the provisions of the Gambling License, the laws of Tunisia, and
other terms of this Agreement. Commencement of the initial term and
the continuation of this Agreement and Lessee's and Owner's
obligations hereunder are subject to Owner obtaining and maintaining
in effect the Gambling License, without prejudice to Clause 4 below.
4. Compliance. Lessee shall comply with the laws of Tunisia in operating
the Casino-Property under the Gambling License in accordance with the
terms of this Agreement. If the Casino license is to be frozen or
withdrawn temporarily by the Tunisian Authority for any reason caused
by the Lessee, the Lessee will keep paying the rent during that period
up to one year. In the event that Lessee is unable to cure the default
that caused the license to be frozen or withdrawn, the contract
automatically terminates, unless agreed otherwise between the two
parties. Where the contract terminates because of the fault of or
actions attributable to the Lessee, the Owner has the right to take
back the building and all the fittings, furniture and equipment
supplied originally and owned by the Lessee, without compensation.
5. Term. This Agreement shall be effective when signed by the parties but
the initial term of this Agreement shall be fifteen (15) years from
the date of occupancy by Lessee as stated above, i.e. December 1994.
This Agreement shall be renewed after renegotiation two years prior to
its termination as defined in this Agreement, i.e. renegotiated by not
later than 31st December 2007.
6. Lessee during the term of the Agreement will be responsible for the
payment to the Owner of charges incurred for the interior and external
maintenance of the Casino Property including but not limited to the
air conditioning and ventilation system(s), electrical and plumbing
outlets and carpeting, and all other landlord and Lessee fittings.
7. The Owner recognises that Lessee in order to obtain full enjoyment of
the Casino facilities requires that the hotel complex be completed by
1st June 1995; otherwise the Lessee has the right to suspend the
payments of the rental during the time from that date until the hotel
is completed, and the lease shall be extended by that same period of
time.
8. Surrender at Termination. At the expiration of the term of this
Agreement, or upon the earlier termination thereof, Lessee shall
surrender and return the Casino-Property in the condition thereof
existing at the commencement of the term, ordinary wear and tear, and
damage by fire or other casualty, excepted. Lessee shall be entitled
to retain all of its furniture, gambling machines, equipment' records,
supplies inventories and other personal property utilised in the
operation of the Casino-Property except as provided in Clause 4 above.
9. Operating Capital. Lessee shall provide and expend a minimum of Three
Million United States Dollars (US $3,000,000.00) in funds to equip the
Property.
10. Deposit. As security for the lease payment(s), and the execution of
all the terms and conditions of this Agreement, the Lessee shall
deposit the sum of One Million United States Dollars (US$1,000,000) in
the following two ways:
A- Five hundred thousand United States Dollars (US$500,000) in
the form of a bank guarantee issued by a prime bank
acceptable to Owner. This guarantee to be effective as of
the date of signing of this Agreement
B- a cash payment of Five hundred thousand United States
Dollars (US$500,000) to the account of the Owner in Tunis or
any other place designated by Owner, within 45 days (forty
five days) from the date of this Agreement. An interest rate
of 7% (seven per cent) per year will be payable to Lessee by
the Owner on this amount until it is returned to Lessee.
Both (A & B) and interest thereon will be released by Owner to Lessee
by 31st December 1998, upon faithful performance of the terms and
conditions of this Agreement by the Lessee.
11. Furniture. Furnishings. Fixtures and Equipment.
A. Owner shall, at its sole expense, make ready the
Casino-Property for occupancy according to building and
other such regulations as per the control office (SOCOTEC)
certificate, painted and fitted with carpet of local
manufacture. This includes all costs of roads, adequate
parking, access corridors, walkways, and landscaping.
B. Lessee shall, at its sole expense, "provide all gaming
devices and related equipment necessary for the operation of
the Casino including decoration and chandeliers as required
by Lessee to a standard befitting a property of this stature
without prejudice to Clause 9 above. Parking attendants for
the Casino Property shall be employees of the Lessee. Such
costs will not include items specified in (B) below.
12. Conduct of Business.
A. During the term of this Agreement, the Casino and Gambling
License shall be used solely for the purposes of this
Agreement. Lessee shall manage and operate the Casino to the
best of its ability; and in a proper, efficient and
businesslike manner; and to the extent that the ambiance of
a high class casino shall at all times be maintained,
without prejudice to clauses aforegoing. Lessee shall keep
the Casino open and available for business on all days of
the months of January through December [twelve (12) months]
not less than eight (8) hours per day, but only during the
times when there is sufficient business to justify the
operation, except when prevented by force majeure. In such
an occurrence, Lessee is entitled to a rebate/reduction of
50% of the rent so due for six (6) months after which both
the Owner and/or the Lessee may terminate this Agreement
B. Lessee shall employ and train all employees of the
Casino-Property. All such employees shall be the employees
of the Lessee. All employees of the Casino-Property shall be
neatly and cleanly attired and if any of the
Casino-Property's employees shall, in any way, bring
discredit upon the Country of Tunisia or any city therein,
they shall be immediately discharged, and any and all costs
incurred thereon are to the responsibility of the Lessee.
C. Lessee shall comply, and the Casino-Property shall be
operated so as to comply, with all laws and regulations
presently in force or subsequently enacted by Tunisia.
D. Lessee shall operate and provide in the Casino Property all
casino facilities and casino services normally operated and
provided in casinos of comparable class.
E. Lessee shall be entitled to operate service liquor bars
within the Casino- Property for the purpose of selling
drinks of patrons of the Casino as well as dispensing
complimentary beverages.
13. Relationship of the Parties. Nothing herein contained shall be
construed as effecting a co-partnership of joint venture between the
parties, and it is the express intent of the parties that the
relationship between them shall be solely and exclusively that of
Landlord and Tenant, under the terms and conditions hereof.
14. Hold Harmless. Owner and Lessee shall, at all times during the term of
Agreement, indemnify and save, protect and keep harmless each other
from and against any and all liability, cost, damage, expense, and
fine, whatsoever, which may arise or be claimed by a person or persons
for any loss of money or damage to any property whatsoever, or injury
to or death of any person whomsoever, consequent upon or arising from
or out of any act of omission of the other.
15. Insurance. During the term of this Agreement, Lessee shall maintain,
at Lessee's expense, with a reputable insurance company or companies
reasonably satisfactory to Owner, personal injury and property
liability insurance with coverage of no less than $1,000,000.00 for
personal injury and no less than $500,000 for property damage, and
Owner shall be listed as an additional insured. In addition, Lessee
shall cause employees to be duly insured by such policies of ▇▇▇▇▇▇▇'▇
Compensation or similar insurance as may be required by applicable
laws. The Lessee shall obtain and keep in effect an insurance policy
covering the risk of fire, flood, and subsidence damage to the
Casino-Property. Owner shall be listed as additional insured. Such
insurance shall include loss of revenue for a 24 month period.
16. Right of Inspection. Owner shall have the right to enter upon and/or
inspect any part of the property at any time; provided however, such
visits or inspections shall be conducted with as little disturbance as
possible to the operations of the Casino and in the company of a
representative of the Lessee. Such access to the Casino-Property shall
not be unreasonably withheld.
17. Assignment. Lessee may assign this Agreement, or may assign or
transfer its interest in the property, and any of its rights, or
privileges under this Agreement so long as the Gambling Licenses
remain in the name of the Owner, and so long as Lessee remains in
control of the operation of the Casino-Property. Assignment of this
Agreement requires the prior written consent of Owner, which shall not
be unreasonably withheld.
18. Appearance of Premises. It is expressly understood and agreed that the
appearance of the property which have been provided by the Owner at
its expense, including the placing of signs and the general conduct of
the business on the Casino-Property Area, will have a material effect
on the reputation of Owner. The Owner, therefore, hereby expressly
reserves the right to control and regulate the appearance of the
property at all times during the term of this Agreement, including,
but not limited to the regulation of any signs, advertisements or
other promotional material used in connection with the operation of
the Casino. Lessee shall have the right to advertise the Casino but
the format of the advertising shall be in keeping with the dignity of
the complex housing the Casino-Property, and the Owner shall not
unreasonably withhold its approval of the form of such advertising.
Lessee will annually prepare a specification book for a programme of
promotional and touristic activities. No structural, material or other
alterations to the external or internal appearance of the
Casino-Property may be undertaken by the Lessee except with the
express written permission of the Owner.
19. Entertainment. Lessee shall have the right to decide if any
entertainment is needed in the Casino-Property. Lessee shall be
responsible for the payment for all entertainment in the
Casino-Property. Any such entertainment shall be in accordance with
the regulations of Tunisia.
20. Default. If, at any time during the term of this Agreement, one or
more of the following events shall occur, Owner may forthwith
terminate this Agreement:
A. Lessee shall fail to make any payment due under this
Agreement on or prior to the date upon which it is due, and
such failure shall continue for thirty (30) days after
written notice. In such an event the Lessee shall pay the
Owner 2% per month on the sum so delayed.
B. Lessee shall fail or refuse to fully perform or comply with
any other agreement, covenant, or undertaking, which it is
required by this Agreement to perform or comply with, or
shall otherwise violate any provision hereof, and such
failure shall continue for thirty (30) days after written
notice. Provided that, if Lessee is diligently attempting to
cure a non-monetary default but cannot reasonably do so in
thirty (30) days, the cure period shall continue as long as
reasonably necessary for Lessee to cure the non-monetary
default, in the exercise of reasonable diligence. Should the
lease be terminated under the above conditions, the owner
retains the right to receive the rental for the remaining
term of this Agreement.
21. Notices. Unless a party hereto shall in writing direct otherwise, all
notices to be served or rendered under this Agreement shall be
properly served and rendered if sent by Registered Mail directed to:
Owner: Loisirs Club ▇▇▇▇▇▇▇▇
▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - Notre Dames
1002 Tunis, Tunisie
Telephone: ▇▇▇▇-▇▇▇-▇▇▇
Telefax: ▇▇▇▇-▇▇▇-▇▇▇
Copy to: ▇▇▇
▇▇, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇-▇▇ ▇▇▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇
Telefax: ▇▇▇-▇▇▇-▇▇▇
Lessee: Cleopatra Palace Limited
c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ SLN England
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Copy to: Mohamed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ ▇▇▇ ▇' ▇▇▇▇▇▇▇▇▇ - ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇▇-▇▇▇-▇▇▇
Telefax: ▇▇▇▇-▇▇▇-▇▇▇
Any party may change its address for notice by written notice and such
change shall be effective upon actual receipt of same.
22. Governing Law. This Agreement is subject to and shall be interpreted
in accordance with the laws of Tunisia.
23. Arbitration. If at any time hereafter, any dispute shall arise between
Owner and Lessee hereto with respect to this Agreement or the right to
claim an abatement of their obligations by reason of a force majeure,
then such dispute shall be referred to arbitration by three (3)
disinterested persons, one each to be appointed by Owner and Lessee
and the third party to be appointed by the other two in writing. If
either party shall refuse or fail to appoint an arbitrator within ten
(10) days after such a request or if the two appointed arbitrators
refuse or fail to appoint the third arbitrator within ten (10) days
after their appointment, then either party to this Agreement may
request a Judge, in the first instance, in Tunisia, to appoint the
third arbitrator. Parties shall abide by such an appointment. The
appointment arbitrators shall proceed in accordance with the
arbitration stipulations of the Code of Laws of Tunisia.
IN WITNESS WHEREOF, this Agreement is executed in duplicate copies, of like
terms and effect, on this day the Tenth of October, 1994.
"Owner" "Lessee"
Loisirs Club Hammamet Cleopatra Palace Ltd
an Irish Corporation
By: /s/ Jinan Abdulla By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------- ------------------------------------
Jinan ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tabarani
SOCIETE LOISIRS CLUB HAMMAMET
CASINO LEASE AND OPERATING MANAGEMENT CONTRACT
THIS DOCUMENT WITNESSETH:
ON THE HAND, SOCIETE LOISIRS CLUB HAMMAMET, domiciled in Tunis, Tunisia (
"Owner" )
AND ON THE OTHER HAND CLEOPATRA HAMMAMET LIMITED
the casino operating company of Avenue ▇▇▇▇ ▇▇▇▇▇▇ Immeuble Ben SALAH 1002 Tunis
( "Lessee" ):
WHEREAS, Owner is the present owner of a building, now under
construction ( the "Casino-Property" ) as more fully described in Exhibit A
which is incorporated by reference; and
WHEREAS, Owner presently has an agreement in principle which will allow
the operating company to obtain a governmental license or permit which legally
authorises it to operate and maintain a gaming casino (the " Casino ") with slot
machines, table games and video machines in Tunisia (the "Gambling License")
subject to compliance by Owner and by lessee with all applicable Tunisian laws
and regulations; and
WHEREAS, the parties hereto desire to enter into this lease for the
Casino Property in which lessee shall operate a Casino with the particular
location of the Casino Property being more fully described in Exhibit B.
NOW, THEREFORE, in consideration of the covenants and conditions herein
to be kept and performed by the parties hereto, and other good and valuable
consideration, the receipt and sufficiency whereof is hereby acknowledged, the
following shall be, and hereby is understood and agreed:
1. Lease. Owner does hereby lease the Casino-Property to lessee for a
fixed rental as follows:
A. First Year beginning 31st December 1995 or occupancy when
the space designated as that for housing the Casino-Property
is deemed to be ready for occupancy, according to building
and other such regulations as per the initial control office
(SOCOTEC) certificate. Lessee will pay in Tunisian Dinars a
net sum equivalent to Two Million US Dollars ( $ US
2.000.000 ) payable to the owner in two payments, half of
the sum on occupancy and the other half when Casino open for
business .
B. Second year beginning one (1) year from the date of
occupancy by lessee as mentioned above, the net sum in
Tunisian Dinars equivalent to Two Million five hundred
thousand US Dollars (US $ 2.500.000), payable to the Owner
in its entirety one year after occupancy;
C. Third year beginning two (2) years from the date of
occupancy by Lessee as mentioned above. the net sum in
Tunisian Dinars equivalent to Three Million US Dollars ( $
US. 3.000.000 ), payable to the Owner in its entirety two
years after occupancy;
D. Fourth year beginning three years from the date of occupancy
by Lessee as mentioned in 1A above the net sum in Tunisian
Dinars equivalent to Three Million two hundred and fifty
thousand US Dollars ( $ US. 3.250.000 ), payable to the
Owner in its entirety three years after occupancy;
E. Fifth year and thereafter, yearly increases in Tunisian
Dinars equivalent of Two Hundred Fifty Thousand US Dollars (
$ US. 250.000 ) up to a total rental per year of a net sum
in Tunisian Dinars equivalent to Five million US Dollars ( $
US. 5.000.000 ) per annum, payable to the owner in its
entirety four years after occupancy and of each year of this
Agreement thereafter, as hereunder payable in Tunisian
Dinars a net sum equivalent to:
$ US. 3.250.000 four years after occupancy
$ US. 3.500.000 five years after occupancy
$ US. 3.750.000 six years after occupancy
$ US. 4.000.000 seven years after occupancy
$ US. 4.250.000 eight years after occupancy
$ US. 4.500.000 nine years after occupancy
$ US. 4.750.000 ten years after occupancy
$ US. 5.000.000 eleven years after occupancy
and
$ US. 5.000.000 twelve, thirteen and fourteen years
after occupancy
2. Operation. Lessee shall manage the Casino-Property by and through
experienced and professionally competent operators, reasonably
acceptable to Owner. Lessee shall have full and complete control of
the operation of the Casino, subject only to the terms and conditions
of this Agreement.
3. License. Lessee shall obtain and maintain the Gambling License for and
during the entire term of this agreement, and Owner hereby authorises
the Lessee to operate the Casino during the term of this agreement in
accordance with the provisions of the Gambling License, the laws of
Tunisia, and other terms of this Agreement. Commencement of the
initial term and the continuation of this Agreement and Lessee's and
Owner's obligations hereunder are subject to Lessee obtaining the
Gambling License, without prejudice to clause 4 below.
4. Compliance. Lessee shall comply with the laws of Tunisia in operating
the Casino-Property under the Gambling License in accordance with the
terms of this Agreement. If the Casino license is to be frozen or
withdrawn temporarily by the Tunisian Authority for any reason caused
by the Lessee, the Lessee will keep paying the rent during that period
up to one year. In the event that Lessee is unable to cure the default
that caused the license to be frozen or withdrawn, the contract
automatically terminates, unless agreed otherwise between the two
parties. Where the contract terminates because of the default of or
actions attributable to the Lessee, the Owner has the right to take
back the building and all the filings, furniture and equipment
supplied originally and owned or leased by the Lessee, without
compensation.
5. Term. This agreement shall be effective when signed by the parties but
the initial term of this Agreement shall be fifteen (15) years from
the date of occupancy by the lessee as stated above, i.e. December
1995 or shortly after. This Agreement shall be automatically renewed
for two ( 2 ) successive ten ( 10 ) years terms, unless same is
terminated by lessee upon written notice to owner one (1) full year in
advance of the expiration of the initial term, or any of the
additional ten ( 10 ) year term. A yearly increase of the last rent
for the additional periods of the present lease has been agreed upon
between the two parties as follows:
- Ten per cent ( 10 % ) for the first year of the first
additional term.
- Five per cent ( 5 % ) per year for the four following years
of that period.
- Ten per cent ( 10 % ) for the first year of the second five
years period.
- Five per cent ( 5 % ) per year for the remaining four years
of that period.
- Ten per cent ( 10 % ) for the first year of the third
additional five years.
- Five per cent ( 5 % ) per year for the following four years
of this additional term.
- Ten per cent ( 10 % ) for the first of the fourth additional
five years term.
- Five per cent ( 5 % ) per year for the remaining four years
of this last additional term
6. Lessee during the term of the Agreement will be responsible for the
payment to the Owner of charges incurred for the interior and external
maintenance of the Casino-Property including but not limited to the
air conditioning and ventilation system(s), electrical and plumbing
installations and carpeting, and all other landlord and Lessee
fittings.
7. The Owner recognises Lessee in order to obtain full enjoyment of the
Casino facilities that the hotel complex be completed on or before the
date of the opening of the Casino; otherwise the Lessee has the right
to suspend the payments of the rental during the time from that date
until the hotel is completed, and the lease shall be extended by that
same period of time.
8. Surrender at Termination. At the expiration of the term of this
Agreement or the additional terms, or upon the earlier termination
thereof, Lessee shall surrender and return the Casino-Property in the
condition thereof existing at the commencement of the term, ordinary
wear and tear, and damage by fire or other casualty, excepted. Lessee
shall be entitled to retain all of its furniture, gambling machines,
equipment, records, supplies inventories and other personal property
utilised in the operation of the Casino-Property except as provided in
Clause 4 above.
9. Operating Capital. Lessee shall provide and expend a minimum of Three
Million Tunisian Dinars ( T.D. 3.000.000 ) in funds to equip the
Property, and operate the casino.
10. Deposit. As security for the lease payment(s), and the execution of
all the terms and conditions of this Agreement, the Lessee shall
deposit in Tunisian Dinars the equivalent of the sum of One Million
and One Half US Dollars ( $ US. 1.500.000 ) in the following ways:
A- The equivalent of five hundred thousand US Dollars ( $ US.
500.000 ) in the form of cash. This payment to be effective
as of the date of signing of this agreement
B- A cash payment in Tunisian Dinars equivalent of Five hundred
thousand US Dollars ( $ US. 500.000 ) to be paid to owner at
the same time when the owner releases the L.C. N// SB -
51880/94/676 issued by first Los Angeles Bank for the amount
of ( US $ 500.000 ). Such payment should be effected on or
before the 1st November 1995.
C- A cash payment in Tunisian Dinars equivalent to five hundred
thousand US Dollars ( $ US. 500.000 ) on or before 15th
November 1995.
D- An interest of 7% ( seven per cent ) per year will be paid
on A, B, and C above by the owner to the lessee together
with the cash deposits on 31st December 1999.
11. Furniture, Furnishings Fixtures and Equipment
A. Owner shall, at its sole expense, make ready the
Casino-Property for occupancy according to building and
other such regulations as per the control office (SOCOTEC)
certificate, painted and fitted with carpet of local
manufacture. This includes all costs of roads, parking
spaces, access corridors, walkways and landscaping.
B. Lessee shall, at its sole expense, provide all gaming
devices and related equipment necessary for the operation of
the casino including drapes, quality decoration and
chandeliers as required by lessee to a standard befitting a
property of this stature without prejudice to Clause 9
above. Parking attendants for the casino-property shall be
employees of the lessee. Such costs will not include items
specified in ( B ) below.
12. Conduct of Business
A. During the term of this Agreement, the Casino and Gambling
License shall be used solely for the purposes of this
Agreement. Lessee shall manage and operate the casino to the
best of its ability; and in a proper, efficient and
businesslike manner; and to the extent that the ambiance of
a high class casino shall at all times be maintained,
without prejudice to clauses aforegoing. Lessee shall keep
the casino open and available for business on all days of
the months of January through December (Twelve "12" months)
not less than eight ( 8 ) hours per day, but only during
the times when there is sufficient business to justify the
operation, except when prevented by force majeure. In such
an occurrence, Lessee is entitled to a rebate/reduction of
50% of the rent so due for six ( 6) months after which both
the Owner and/or the Lessee may terminate this Agreement.
B. Lessee shall employ and train all employees of the
Casino-Property. All such employees shall be the employees
of the Lessee. All employees of the Casino-Property shall be
neatly and cleanly attired and if any of the
Casino-Property's employees shall, in any way, bring
discredit upon the Country of Tunisia or any city therein,
they shall be immediately discharged, and any and all costs
incurred thereon are to the responsibility of the Lessee.
C. Lessee shall comply, and the Casino-Property shall be
operated so as to comply, with all laws and regulations
presently in force or subsequently enacted by Tunisia.
D. Lessee shall operate and provide in the Casino-Property all
casino facilities and casino services normally operated and
provided in casinos of comparable class.
E. Lessee shall be entitled to operate service liquor bars
within the Casino Property for the purpose of selling drinks
of patrons of the Casino as well as dispensing complementary
beverages.
13. Relationship of the Parties. Nothing herein contained shall be
construed as effecting a co-partnership of joint venture between the
parties, and it is the express intent of the parties that the
relationship between them shall be solely and exclusively that of
Landlord and Tenant, under the terms and conditions hereof
14. Hold Harmless. Owner and Lessee shall, at all times during the term of
this Agreement, indemnify and save, protect and keep harmless each
other from and against any and all liability, cost, damage, expense,
and fine, whatsoever, which may arise or be claimed by a person or
persons for any loss of money or damage to any property whatsoever, or
injury to or death of any person whomsoever, consequent upon or
arising from or out of any act of omission of the other.
15. Insurance. During the term of this Agreement, Lessee shall maintain,
at Lessee's expense, with a reputable insurance company or companies
reasonably satisfactory to Owner, personal injury and property
liability insurance with coverage of no less than $ 1,000,000.00 for
personal injury and no less than $ 500,000 for property damage, and
Owner shall be listed as an additional insured. In addition, Lessee
shall cause employees to be duly insured by such policies of ▇▇▇▇▇▇▇'▇
Compensation or similar insurance as may be required by applicable
laws. The Lessee shall obtain and keep in effect an insurance policy
covering the risk of fire, flood, and subsidence damage to the
Casino-Property. Owner shall be listed as additional insured. Such
insurance shall include loss of rent for a 24 month period.
16. Right of Inspection. Owner shall have the right to enter upon and/or
inspect any part of the property at any time; provided however, such
visits or inspections shall be conducted with as little disturbance as
possible to the operations of the casino and in the company of a
representative of the Lessee. Such access to the Casino-Property shall
not be unreasonably withheld.
17. Assignment. Lessee may assign this Agreement, or may assign or
transfer its interest in the property, and any of its rights, or
privileges under this Agreement so long as the Gambling Licenses
remain in the name of the Operator, and so long as Lessee remains in
control of the operation of the Casino-Property. Assignment of this
Agreement requires the prior written consent of Owner, which shall not
be unreasonably withheld.
18. Appearance of Premises. It is expressly understood and agreed that the
appearance of the property which have been provided by Owner at its
expense, including the placing of signs and the general conduct of the
business on the Casino-Property Area, will have a material effect on
the reputation of Owner. The Owner, therefore, hereby expressly
reserves the right to control and regulate the appearance of the
property at all times during the term of this Agreement, including,
but not limited to the regulation of any signs, advertisements or
other promotional material used in connection with the operation of
the casino Lessee shall have the right to advertise the casino but the
format of the advertising shall be in keeping with the dignity of the
complex housing the Casino-Property, and the Owner shall not
unreasonably withhold its approval of the form of such advertising.
Lessee will annually prepare a specification book for a programme of
promotional and touristic activities. No structural, material or other
alterations to the external or internal appearance of the
Casino-Property may be undertaken by the Lessee except with the
express written permission of the Owner.
19. Entertainment. Lessee shall have the right to decide if any
entertainment is needed in the Casino-Property. Lessee shall be
responsible for the payment for all entertainment in the
Casino-Property. Any such entertainment shall be in accordance with
the regulations of Tunisia.
20. Default. If, at any time during the term of this Agreement, one or
more of the following events shall occur, Owner may forthwith
terminate this Agreement:
A. Lessee shall fail to make any payment due under this
Agreement on or prior to the date upon which it is due, and
such failure shall continue for thirty ( 30 ) days after
written notice. In such an event the lessee shall pay the
owner 2% per month on the sum so delayed.
B. Lessee shall fail or refuse to fully perform or comply with
any other agreement, covenant, or undertaking, which it is
required by this Agreement to perform or comply with, or
shall otherwise violate any provision hereof, and such
failure shall continue for thirty ( 30 ) days after written
notice. Provided that, if lessee is diligently attempting to
cure a non-monetary default but cannot reasonably do so in
thirty ( 30 ) days, the cure period shall continue as long
as reasonably necessary for Lessee to cure the non-monetary
default, in the exercise of reasonable diligence. Should the
lease be terminated under the above conditions, the Owner
retains the right to receive the rental for the remaining
term of this Agreement.
21. Notices. Unless a party hereto shall in writing direct otherwise, all
notices to be served or rendered under this Agreement shall be
properly served and rendered if sent by Registered Mail directed to:
Owner: Loisirs Club ▇▇▇▇▇▇▇▇
▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - Notre Dame
1002 Tunis, Tunisie
Telephone: ▇▇▇ ▇ ▇▇▇ ▇▇▇
Telefax: 216 1 793 953
Copy to: GMH
▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telephone: ▇▇▇ ▇▇▇ ▇▇▇
Telefax: 352 470 352
Lessee: Cleopatra Hammamet Ltd.
Avenue ▇▇▇▇ ▇▇▇▇▇▇
Immeuble Ben SALAH
1002 Tunis
Copy to: Mohamed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ ▇▇▇ ▇'▇▇▇▇▇▇▇▇▇ - ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇▇-▇▇▇-▇▇▇
Telefax: 2161- 786-553
Any party may change its address for notice by written notice and such
change shall be effective upon actual receipt of same.
22. Governing Law. This Agreement is subject to and shall be interpreted
in accordance with the laws of Tunisia
23. Arbitration. If any time hereafter, any dispute shall arise between
Owner and Lessee hereto with respect to this Agreement or the right to
claim an abatement of their obligations by reason of a force majeure,
then such dispute shall be referred to arbitration by three ( 3 )
disinterested persons, one each to be appointed by Owner and Lessee
and the third party to be appointed by the other two in writing. If
either party shall refuse or fail to appoint an arbitrator within ten
( 10 ) days after such a request or if the two appointed arbitrators
refuse or fail to appoint the third arbitrator within ten ( 10 ) days
after their appointment, then either party to this Agreement may
request a Judge, in the first instance, in Tunisia, to appoint the
second and/or the third arbitrator. Parties shall abide by such an
appointment. The appointed arbitrators shall proceed in accordance
with the arbitration stipulations of the Code of Laws of Tunisia.
IN WITNESS WHEREOF, this Agreement is executed in duplicate copies, of
like terms and effect, on this day of ----------, 199---.
" Owner" " Lessee"
Loisirs Club Hammamet