[*]: CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
LUXOR
LAS VEGAS
1998 WHOLESALE CONTRACT AGREEMENT
This Agreement is between Las Vegas Reservation Systems (Hereinafter referred to
as "SUPPLIER") and Ramparts, Inc. (hereinafter referred to as "HOTEL"), whereby
HOTEL agrees to provide room nights to SUPPLIER and SUPPLIER agrees to provide
occupied room nights to HOTEL based upon the terms, provisions and conditions
set forth herein.
I. TERM OF AGREEMENT
The term of this Agreement will commence January 1, 1998 and continue
through December 31, 1998 unless earlier terminated as provided in this
agreement.
II. ROOM ALLOTMENT
A. HOTEL will supply SUPPLIER with the number of rooms for the
nights specified ("room allotment") and at the rates specified
in Exhibit A attached hereto.
B. Room allotments are not transferable or assignable by SUPPLIER
to any party.
C. All rooms will be located at Luxor Las Vegas. However, should
circumstances beyond the control of HOTEL occur (such as fire,
flood or the elements, acts of God, riots, labor strikes,
civil commotion, utility failure, mechanical or electrical
failure, or similar events beyond the control of HOTEL), HOTEL
may find it necessary to relocate the group to a comparable
hotel. The room rate for the comparable hotel will be at the
same room rate specified in Exhibit A attached hereto.
III. ROOM RATES
A. All room rates are valid for the periods specified in Exhibit
A. Sunday through Thursday nights will receive the midweek
rate, Friday and Saturday nights will be subject to the
weekend rate.
B. The room rates for each room night are set forth in Exhibit A.
If more than two (2) persons occupy a room, an additional
$[*] per night, triple occupancy, and $[*] per night, quad
occupancy will be added to the contracted room rate. No more
than four (4) persons may share a room. Children under age
twelve (12) may share a room with their parents at no
additional charge, provided no portable beds are requested.
LUXOR HOTEL / CASINO
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇.▇▇▇▇▇.▇▇▇
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C. Room rates do not include ▇▇▇▇▇ County tax (currently nine
percent {9%}) or other applicable taxes or charges imposed by
authorities on the sale of room nights (currently none). The
taxes and charges are subject to change without notice. The
taxes and charges in effect on the date the room night is used
will be added to the room rate.
D. Room rates do not include any commission, fee or other payment
to SUPPLIER HOTEL is not responsible for payment of any
commission, fee or other payment to SUPPLIER.
IV. BAGGAGE HANDLING
A. Room rates do not include baggage handling fees. A $3.50 per
person, per visit baggage handling fee will be charged for all
groups (10 or more rooms reserved in a single reservation), or
those guests requiring and having prepaid such baggage
service. ALL BAGS must be properly tagged with guest's name.
This $3.50 baggage fee is subject to change.
V. ROOM LIST
A. [*] prior to each arrival date, SUPPLIER must
supply to the HOTEL Reservation Department a Rooming List,
setting out the total number of guests, roommate assignments,
arrival and departure information and any other information
requested by HOTEL.
B. If the Rooming List is not received [*] prior to
the arrival date, the HOTEL reserves the right to cancel the
entire room allotment for that specific date by telephonic or
facsimile notice to SUPPLIER.
C. The number of rooms requested in the [*] Rooming
List will fix the number of rooms reserved by SUPPLIER for the
arrival date specified, unless SUPPLIER has guaranteed
additional rooms as permitted in section VI. B.
below.
D. SUPPLIER agrees to promptly notify HOTEL of any changes in the
Rooming List. Receipt of such notice will not obligate HOTEL
to accommodate requests for additional rooms, except as
permitted under section VI.B., nor will it release SUPPLIER
from its 48 hour guarantee of the number of rooms fixed in the
[*] Rooming List.
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VI. ROOM GUARANTEE
A. If SUPPLIER fails to consistently utilize its entire room
allotment, the HOTEL may reduce SUPPLIER'S room allotment to a
level consistent with SUPPLIER's room usage.
B. SUPPLIER agrees to notify HOTEL whenever it appears that
SUPPLIER will not fully utilize its room allotment for any
date(s). At [*] and at [*] prior to each arrival, SUPPLIER
shall provide HOTEL with its expected room allotment
utilization. HOTEL reserves the right to reduce SUPPLIER'S
room allotment for any date(s) should SUPPLIER'S expected
use of its room allotment as disclosed in the [*] notice
fall below the room allotment originally allocated to
SUPPLIER. If HOTEL reduces SUPPLIER'S room allotment,
SUPPLIER will retain the remainder of the room allotment
guaranteed to SUPPLIER for all remaining rooms under this
Agreement (unless HOTEL has elected to reduce the room
allotment as provided above as a result of SUPPLIER'S
consistent underutilization of rooms) and the room
allotment requested in the [*] notice. If SUPPLIER does
not wish to permit HOTEL to reduce its room allotment for
a particular date(s). SUPPLIER may retain its room
allotment by guaranteeing the first night's room, tax and
baggage handling fee (if applicable) for the number of
rooms specified by SUPPLIER.
C. The number of rooms requested in the [*] Rooming List will
fix the number of rooms guaranteed by SUPPLIER for the
arrival date specified. Any portion of the room allotment
not reserved by SUPPLIER'S submission of a Rooming List
will automatically be released to HOTEL. Should SUPPLIER
require any additional rooms after submission of the
Rooming List, HOTEL will attempt, but shall have no
obligation, to accommodate SUPPLIER with rooms at the
contracted room rate.
D. SUPPLIER guarantees payment of the first room night for the
number of rooms requested in the [*] Rooming List,
regardless of check-in times, except that such rooms may
be canceled without cost until [*] before scheduled
arrivals. SUPPLIER will be charged for the first night's
room, tax and baggage handling fee (if applicable) for any
cancellations inside [*].
E. It is the policy of HOTEL to provide the highest level of
services to its SUPPLIER. As such, Hotel reserves the right to
make allowances on room and tax charges for cancellations
received between [*] and [*], as each case warrants. An
allowance by HOTEL in one instance will not obligate
HOTEL to give allowance in any other instance.
VII. CHECK-IN/CHECK-OUT
SUPPLIER shall notify all guests of check-in and check-out times and
that identification and a cash deposit or a credit card imprint to
cover incidental room charges will be required at check-in. Check-in
time is 3:00 p.m. and check-out time is 11:00 a.m.
VIII. DEPOSIT/LETTER OF CREDIT
On or before, December 1, 1997, SUPPLIER shall provide HOTEL with a
cash deposit or an irrevocable Letter of Credit in the amount of
$[*] for full performance of SUPPLIER'S obligations under this
Agreement. The letter of Credit must be in a form acceptable to HOTEL
enabling HOTEL to draw upon the Letter of Credit on demand by HOTEL.
The Letter of Credit must be issued for sixty (60) days beyond the term
of this agreement (March 1, 1999). The Letter of Credit must be payable
through a United States Bank. In the event of any default by SUPPLIER,
HOTEL may apply or retain all or any part of the deposit or Letter of
Credit to cure any default or to reimburse HOTEL for any loss, cost or
expense which HOTEL may incur by reason of the default. If any part of
the deposit or Letter of Credit is used, SUPPLIER, on demand will
restore the deposit or Letter of Credit to its original amount. All
cash deposits will be held without interest and will be held for sixty
(60) days beyond the termination of this Agreement, or until all sums
due HOTEL under this Agreement have been paid in full, whichever is
later.
IX. PAYMENT PROCEDURES
A. Supplier is responsible for obtaining payment for room, tax
and baggage handling (if applicable) from it clients. All
room, tax and baggage handling (if applicable) charges will be
billed to SUPPLIER. An invoice for the room charges, taxes and
baggage handling will be sent to SUPPLIER within seven (7)
days of each departure. Payment from SUPPLIER must be received
by HOTEL within [*] of the invoice date.
B. In the event of SUPPLIER'S breach and/or default of this
Agreement, HOTEL may apply or retain all or any part of the
deposit amount or Letter of Credit to cure any default or to
reimburse HOTEL for any loss, cost or expense which HOTEL may
spend by reasons of the default.
C. In the event of termination of this Agreement by either party,
the HOTEL shall retain SUPPLIER'S deposit or Letter of Credit
for a period of sixty (60) days following termination, or
until all sums due to HOTEL under this Agreement have
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been paid in full, whichever is later.
D. SUPPLIER will inform individual guests that they are
responsible for all incidental charges incurred during their
stay and will use its best efforts to assist HOTEL in the
collection of such incidental charges.
E. Vouchers will be used for identification purposes only at the
hotel Front Desk. Full payment is due from the invoice only.
HOTEL will provide numbers from room list, which appears on
invoice next to the guests name.
Vouchers will not be returned with the invoice for payment.
X. LEISURE TRAVEL
SUPPLIER understands that the rates and room commitments allocated by
HOTEL are for the exclusive use of its "leisure", i.e., vacation travel
clients. Any business that HOTEL would obtain from SUPPLIER that
SUPPLIER knows would encompass banquet or meeting space or that
constitutes a part of the convention, incentive, meeting or association
markets, will be charged at the HOTEL'S current room rate for those
markets, and detailed in a separate agreement.
XI. USE OF HOTEL'S TRADEMARK/ADVERTISING
This Agreement does not constitute a grant by the HOTEL to SUPPLIER of
the right to use any HOTEL trade names, trademarks or service marks
except as may be specifically authorized in writing by the HOTEL.
SUPPLIER agrees that it will not use any verbal or printed advertising
or promotional material, brochures or printed matter using the HOTEL'S
Trade name, Trademark or Service ▇▇▇▇ without such material first being
reviewed and authorized in writing by the HOTEL.
XII. NO AGENCY/INDEMNIFICATION
SUPPLIER agrees to indemnify, defend and hold harmless the HOTEL, from
any and all claims of loss, damage, injury or expense arising out of
the terms of this Agreement, including but not limited to any claims
brought by SUPPLIER's guest as to room allotments, room availability,
room rates, package inclusions, conditions and charges.
XIV. NON-PERFORMANCE
If SUPPLIER fails to pay any invoice for services rendered, if SUPPLIER
fails to perform any of its other obligations under this Agreement, or
if SUPPLIER ceases doing business as a going concern, SUPPLIER will be
in default and HOTEL at its option, may immediately terminate this
Agreement by giving written notice to
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SUPPLIER, in addition to pursuing all other remedies available to it.
XV. TERMINATION
This Agreement may be canceled by either party upon thirty (30) days
written notice.
XVI. OVER BOOKING/FORCE ▇▇▇▇▇▇:
HOTEL shall attempt to provide all rooms as specified and committed to
the client, subject however, to OVER BOOKING resulting from unusually
low number of no-shows and cancellations based on historical trends and
circumstances beyond the control of the Hotel, such as acts of God,
riots, labor strikes, civil commotion, or otherwise. Should HOTEL deem
it necessary to relocate a confirmed group, to the extent practicable,
HOTEL will notify client in advance of the situation requiring
relocation and attempt to book rooms at a comparable facility. Client
will be responsible to prepay the HOTEL accepting the group.
XVII. GENERAL
This agreement constitutes the entire Agreement between HOTEL and
SUPPLIER. All prior or contemporaneous agreements or understandings,
written or oral, are superseded hereby and merged herein. This
Agreement may be modified only in writing, signed by both parties. The
Agreement shall be governed by the laws of the State of Nevada.
HOTEL: SUPPLIER
RAMPARTS, INC. a LAS VEGAS RESERVATION SYSTEMS
Nevada Corporation ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ Poster
-------------------------------- ---------------------------
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Poster
Its: Director of Sales Its: President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Sales Manager
98lvrs
Dec 31 - Jan 2 **New Years 170 170
* COMDEX (October 16, 1998) - report all rooms sold (October 26, 1998) -
final room manifest due
** NEW YEAR'S (December 8, 1998) - report all rooms sold (December 15,
1998) - final room manifest due
*** NOVEMBER 19, 1998 $[*] for stay through's, $[*] for arrivals
**** NOVEMBER 19, 1998 For Mini-Suite Arrivals only
LUXOR LAS VEGAS
1998
LAS VEGAS RESERVATION SYSTEMS
Exhibit A
Run-of-House Run-of-House Mini-Suite Mini-Suite
Room rates Room blocks Room Rates Room Blocks
Sun-Thur Fri & Sat Sun-Thur Fri & Sat Sun-Thu Fri & Sat Sun-Thu Fri & Sat
Jan 1-3 [*] [*] [*] [*] [*] [*] [*] [*]
Jan 4-7 [*] [*] [*] [*] [*] [*] [*] [*]
Jan 8-10 CES [*] [*] [*] [*] [*] [*] [*] [*]
Jan 11 - Feb12 [*] [*] [*] [*] [*] [*] [*] [*]
Feb 13-15 President's [*] [*] [*] [*] [*] [*] [*] [*]
Feb 16 [*] [*] [*] [*] [*] [*] [*] [*]
Feb 17-20 MAGIC [*] [*] [*] [*] [*] [*] [*] [*]
Feb 21 - Apr 4 [*] [*] [*] [*] [*] [*] [*] [*]
Apr 5-7 NAB [*] [*] [*] [*] [*] [*] [*] [*]
Apr 8 - May 16 [*] [*] [*] [*] [*] [*] [*] [*]
May 17-21 [*] [*] [*] [*] [*] [*] [*] [*]
May 22-24 Memorial [*] [*] [*] [*] [*] [*] [*] [*]
May 25-28 [*] [*] [*] [*] [*] [*] [*] [*]
May 29 - Jul 2 [*] [*] [*] [*] [*] [*] [*] [*]
Jul 3-4 July 4th Wknd [*] [*] [*] [*] [*] [*] [*] [*]
Jul 5 - Sep 3 [*] [*] [*] [*] [*] [*] [*] [*]
Sep 4-6 Labor Day [*] [*] [*] [*] [*] [*] [*] [*]
Sep 7 - 10 [*] [*] [*] [*] [*] [*] [*] [*]
Sep 11 - Oct 8 [*] [*] [*] [*] [*] [*] [*] [*]
Oct 9-11 Columbus [*] [*] [*] [*] [*] [*] [*] [*]
Oct 12 - Nov 5 [*] [*] [*] [*] [*] [*] [*] [*]
Nov 6-8 Veterans [*] [*] [*] [*] [*] [*] [*] [*]
Nov 9-14 [*] [*] [*] [*] [*] [*] [*] [*]
Nov 15-18 *Comdex [*] [*] [*] [*] [*] [*] [*] [*]
***Nov 19 ***180/41 [*] [*] [*] [*] [*] [*] [*] [*]
Nov 20-25 [*] [*] [*] [*] [*] [*] [*] [*]
Nov 26-28 Thanksgiving [*] [*] [*] [*] [*] [*] [*] [*]
Nov 29 - Dec 12 [*] [*] [*] [*] [*] [*] [*] [*]
Dec 13-23 [*] [*] [*] [*] [*] [*] [*] [*]
Dec 24-26 X-Mas Holiday [*] [*] [*] [*] [*] [*] [*] [*]
Dec 27-30 [*] [*] [*] [*] [*] [*] [*] [*]
Dec 31 - Jan 2 **New Years [*] [*] [*] [*] [*] [*] [*] [*]
98LVRS
* COMDEX (October 16, 1998) - report all rooms sold (October 26, 1998) - final
room manifest due
** NEW YEAR'S (December 8, 1998) - report all rooms sold (December 15, 1998) -
final room manifest due
*** NOVEMBER 19, 1998 $[*] for stay through's, $[*] for arrivals
**** NOVEMBER 19, 1998 For Mini-Suite Arrivals only