EXHIBIT 10.92
NON-COMPETITION AGREEMENT
This NON-COMPETITION AGREEMENT (this "AGREEMENT") is entered into among
Station Casinos, Inc., a Nevada corporation ("STATION"), Santa Fe Gaming
Corporation, a Nevada corporation ("SANTA FE"), Santa Fe Hotel, Inc., a Nevada
corporation ("SFHI") and Sahara Las Vegas Corp., a Nevada corporation ("SLVC"
collectively, with Santa Fe, SLVC and SFHI, the "SANTA FE ENTITIES") and ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ each on their own behalf and on behalf of
their spouses and lineal descendants (collectively, "▇▇▇▇▇▇") and is dated as of
November 15, 1999.
Station and SLVC have entered into that certain Purchase and Sale
Agreement and Joint Escrow Instructions, dated as of November 15, 1999 (the
"PURCHASE AGREEMENT"). SLVC and SFHI each is a wholly-owned subsidiary of Santa
Fe. SFHI conducts business in the locals gaming market in Las Vegas. Certain
subsidiaries of Station also conduct business in the locals gaming market in Las
Vegas. It is a condition to the closing under the Purchase Agreement that this
Agreement shall have been entered into by the parties hereto. This Agreement
shall be effective at the Closing (as defined in the Purchase Agreement).
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Each of the Santa Fe Entities and ▇▇▇▇▇▇, jointly and severally, and
on behalf of each of their respective existing and future subsidiaries,
directors, officers, agents, employees, predecessors, successors,
assigns and spouses and any affiliated person that directly or
indirectly controls, is under common control or is controlled by any
such person and any person in which any such person has more that a 10%
voting or economic interest (each "COVERED PERSON") agrees, for a
period of fifteen years from the date hereof, that no such Covered
Person shall directly or indirectly, engage or, participate in, and
shall not have any interest as a shareholder, partner, joint venturer,
proprietor, employee, officer, director, agent, security holder,
creditor or consultant, or in any other capacity, or have any other
direct or indirect financial interest in or in connection with, the
business or operations of any business, firm, person, partnership,
corporation, enterprise or concern, which is in the gaming business or
is in any manner competitive with the business of Station within a
five-mile radius of Boulder Station Hotel & Casino ("BOULDER") or
Sunset Station Hotel & Casino ("SUNSET"). As used in this provision,
"gaming business" shall mean the casino, hotel-casino and other
gambling activity involving games of skill and chance owned or
conducted by the referenced party.
2. The parties recognize that, because of the nature of the subject
matter of this Agreement, it would be impracticable and extremely
difficult to determine actual damages to Station in the event of a
breach of this Agreement by a Covered Party. Accordingly, if a Covered
Party commits a breach or threatens to commit a breach of any
of the provisions of this Agreement, Station shall have the right to
an injunction or other equitable relief including the right to
proceed to have the provisions of this Agreement specifically
enforced by any court having equity jurisdiction, it being
acknowledged and agreed that any such breach or threatened breach
will cause irreparable injury to Station and that money damages will
not provide an adequate remedy to Station. The rights of Station to
equitable relief in the enforcements of this Agreement shall be in
addition to any and all other remedies available through an action
in law.
If any of the covenants contained in paragraph 1, or any part thereof,
is held to be unenforceable because of the duration of such provisions
or the area covered thereby, the undersigned agree that the court
making such determination shall have the power to reduce the duration
and the area or both of any such provision and, in its reduced form,
said provision shall then be enforceable. The parties hereto intend to
and hereby confer jurisdiction to enforce the covenants contained in
paragraph 1 upon the courts of any Nevada within the geographical scope
of such covenants.
3. Each individual and entity executing this Agreement hereby
personally represents and warrants that he or it has the capacity set
forth on the signature pages hereof with full power and authority to
bind the party on whose behalf he or it is executing this Agreement to
the terms hereof.
4. This Agreement is the entire Agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior
agreements between the parties with respect to the matters contained in
this Agreement. Any waiver, modification, consent or acquiescence with
respect to any provision of this Agreement shall be set forth in
writing and duly executed by or on behalf of the party to be bound
thereby. No waiver by any party of any breach hereunder shall be deemed
a waiver of any other or subsequent breach.
5. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which when taken
together shall constitute one and the same instrument. The signature
page of any counterpart may be detached therefrom without impairing the
legal effect of the signature(s) thereon provided such signature page
is attached to any other counterpart identical thereto except having
additional signature pages executed by other parties to this Agreement
attached thereto.
6. Any communication, notice or demand of any kind whatsoever which
either party may be required or may desire to give to or serve upon the
other shall be in writing and delivered by personal service (including
express or courier service); telecopied (with oral confirmation of
receipt from the office of the addressee); or by registered or
certified mail, postage prepaid, return receipt requested, addressed as
follows:
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Santa Fe: Santa Fe Gaming Corporation
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
SFHI: Santa Fe Hotel, Inc.
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
SLVC: Sahara Las Vegas Corp.
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Station: Station Casinos, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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Any party may change its address for notice by written notice
given to the other in the manner provided in this Section. Any
such communication, notice or demand shall be deemed to have
been duly given or served on the date personally served or
telecopied, if by personal service or telecopy, or on the date
shown on the return receipt or other evidence of delivery, if
mailed.
7. The language in all parts of this Agreement shall be in all cases
construed simply according to its fair meaning and not strictly for or
against any of the parties hereto. Section and Paragraph headings of
this Agreement are solely for convenience of reference and shall not
govern the interpretation of any of the provisions of this Agreement.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada.
9. If any action is brought by either party against the other party,
the prevailing party shall be entitled to recover from the other party
reasonable attorney's fees, costs and expenses incurred in connection
with the prosecution or defense of such action. For purposes of this
Agreement, the term "attorney's fees" or "attorney's fees, costs and
expenses" shall mean the fees, costs and expenses of counsel to the
parties hereto, which may include printing, photostat, duplicating and
other expenses, air freight charges and fees billed for law clerks,
paralegals and other persons not admitted to the bar but performing
services under the supervision of an attorney.
10. This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and to their respective transferees,
successors, and assigns; provided, however, that neither this Agreement
nor any of the rights or obligations of Santa Fe or ▇▇▇▇▇▇ hereunder
shall be transferred or assigned by Santa Fe or ▇▇▇▇▇▇ without the
prior written consent of Station.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives as of the day
and year first above written.
"SANTA FE" SANTA FE GAMING CORPORATION,
a Nevada corporation
By: /s/
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President, Chairman of the Board
"SFHI" SANTA FE HOTEL, INC.,
a Nevada corporation
By: /s/
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman of the Board
"SLVC" SAHARA LAS VEGAS CORP.,
a Nevada corporation
By: /s/
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President, Chairman of the Board
"▇▇▇▇▇▇" ____/s/_________________
▇▇▇▇ ▇▇▇▇▇▇
____/s/_________________
▇▇▇▇▇ ▇▇▇▇▇▇
____/s/_________________
▇▇▇▇▇ ▇▇▇▇▇▇
"STATION" STATION CASINOS, INC.,
a Nevada corporation
By: /s/
Name: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Title: Executive Vice President, General
Counsel, Secretary
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