EXHIBIT 10.55
TERMINATION AGREEMENT
This TERMINATION AGREEMENT ("Agreement") is made and entered into as of
November 30, 1999 by and among Hard Rock Cafe International (USA) Inc., a
Delaware corporation ("HRC-USA"), Hard Rock Cafe International (STP), Inc., a
New York corporation ("Hard Rock STP"), Full House Resorts, Inc., a Delaware
corporation ("Full House"), Xxxxx X. Xxxxxxx ("Xxxxxxx"), AEP & FHR LLC, a
Nevada limited liability company ("AEP/FHR"), Full House Mississippi, LLC, a
Mississippi limited liability company ("FH Mississippi"), and FH/HR Management,
LLC, a Mississippi limited liability company ("Operator").
R E C I T A L S:
A. Pursuant to the Biloxi License Agreement (as defined below), HRC-USA
granted FH Mississippi the right to develop, operate, own and manage a hotel and
casino using certain licensed rights within a twenty-five (25) mile radius of
Biloxi, Mississippi, on the terms and conditions set forth in such agreement.
B. HRC-USA and FH Mississippi are simultaneously herewith entering into
an Amendment of the Biloxi License Agreement and the parties hereto mutually
desire to terminate certain other agreements related thereto and to release each
other from all further liabilities and obligations under such agreements, as
more specifically provided in this Agreement.
NOW THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements contained herein, the parties covenant and agree as follows:
ARTICLE I
DEFINITIONS
1.1 DEFINITIONS. For purposes of this Agreement, the following
definitions shall apply:
"AFFILIATE" means with respect to any Person, any other Person which
directly or indirectly controls, or which is controlled by or is under common
control with such Person. The term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.
"BILOXI LICENSE AGREEMENT" shall mean that certain License Agreement
dated as of November 18, 1998, between HRC-USA and FH Mississippi.
"GOVERNMENT AUTHORITY" means any foreign, federal, state or local
governmental entity or authority, or any department, commission, board, bureau,
agency, court or instrumentality thereof.
"INVESTMENT AGREEMENT" shall mean that certain Investment Agreement,
dated as of November 18, 1998, by and among FH Mississippi, AEP/FHR, Full House,
Xxxxxxx, and HRC-USA.
"LAW(S)" means any and all laws, judgments, decrees, orders, rules,
regulations or official legal interpretations of any Governmental Authority.
"MANAGEMENT AGREEMENT" shall mean that certain Management and
Development Agreement, dated as of November 18, 1998, between Operator and FH
Mississippi.
"OPERATING AGREEMENT" shall mean that certain Operating Agreement of
FH/HR Management, LLC, dated as of November 18, 1998, between Full House and
Hard Rock STP.
"PERSON" shall mean (i) an individual, corporation, partnership, joint
venture, limited liability company, estate, trust, unincorporated, associated or
other entity, (ii) a Federal, state, county or municipal government or any
bureau, department, political subdivision or agency thereof or (iii) a fiduciary
acting in such capacity on behalf of any of the foregoing.
1.2 SCOPE OF TERMS. The use of the words defined herein shall include
the plural or singular forms of such terms, and the male, female, or neutral
gender thereof, as appropriate.
1.3 REFERENCE TERMS. The use of the words "herein", "thereof",
"hereinafter", "hereinabove", and other words of similar import shall be deemed
to refer to this Agreement as a whole, and not to a specific section,
subsection, or paragraph thereof.
ARTICLE II
TERMINATION
2.1 TERMINATION OF MANAGEMENT AGREEMENT. Operator and FH Mississippi
hereby agree to terminate the Management Agreement, effective immediately, and
further agree that neither party shall have any further claim against the other
whatsoever in respect of any matter or thing under said agreement, except that
the obligations of the parties under Article XIX of the Management Agreement
shall continue in full force and effect notwithstanding the termination of said
agreement.
2.2 TERMINATION OF INVESTMENT AGREEMENT AND OPERATING AGREEMENT. Full
House and Hard Rock STP hereby agree to terminate the Operating Agreement after
dissolving Operator and winding up Operator's affairs in accordance with Section
2.3 hereof. FH Mississippi, AEP/FHR, Full House, Xxxxxxx and HRC-USA, Inc.
hereby agree to terminate the Investment Agreement, effective immediately.
2.3 DISSOLUTION OF OPERATOR. Full House and Hard Rock STP, being all of
the members of Operator, hereby mutually agree to dissolve Operator. As soon as
practicable after the date hereof, Full House and Hard Rock STP shall cause a
certificate of dissolution of Operator to be filed with the Office of the
Mississippi Secretary of State and shall take such other actions as are
necessary and desirable to dissolve Operator and wind up its affairs in
accordance with the Operating Agreement and applicable Laws.
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ARTICLE III
RELEASES
3.1 RELEASE OF HARD ROCK. Each of Full House, Xxxxxxx, AEP/FHR, and FH
Mississippi does hereby release, remise and forever discharge HRC-USA and its
Affiliates (including Hard Rock STP), and Operator, and each of their respective
stockholders, members, directors, officers, employees and agents (the "Hard Rock
Releases"), from any and all accounts, agreements, claims, causes of action,
controversies, covenants, damages, debts, demands, disputes, duties,
liabilities, obligations, promises, settlements, or understandings, whatsoever,
known or unknown, which the such parties, or any of them, now have, may have
had, or may hereafter have, against the Hard Rock Releasees arising out of or
relating to the Operating Agreement, including Section 12.1 (b) of the Operating
Agreement, the Management Agreement or the Investment Agreement, including,
without limitation, any claims under applicable franchise Laws.
3.2 RELEASE OF FULL HOUSE. Each of Hard Rock, Hard Rock STP and
Operator does hereby release, remise and forever discharge Full House, Xxxxxxx,
AEP/FHR and FH Mississippi, and each of their respective stockholders, members,
directors, officers, employees and agents (the "Full House Releases"), from any
and all accounts, agreements, claims, causes of action, controversies,
covenants, damages, debts, demands, disputes, duties, liabilities, obligations,
promises, settlements, or understandings, whatsoever, know or unknown, which the
such parties, or any of them, now have, may have had, or may hereafter have,
against the Full House Releasees arising out of or relating to the Operating
Agreement, including Section 12.1 (a) of the Operating Agreement, the Management
Agreement or the Investment Agreement.
ARTICLE IV
GENERAL PROVISIONS
4.1 ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof. Any
previous agreements or understandings between the parties regarding the subject
matter hereof are merged into and superseded by this Agreement.
4.2 BINDING NATURE. This Agreement shall be binding upon and inure to
the benefit of each of, and be enforceable by, the respective heirs, legal
representatives, successors and assigns of each of the parties hereto.
4.3 CONSTRUCTION. This Agreement is a commercial agreement between
sophisticated parties which has been entered into by the parties in reliance
upon the economic and legal bargains contained herein. This Agreement shall be
interpreted and construed in a fair and impartial manner without regard to which
party prepared the document, the relative bargaining powers of the parties or
the domicile of any party.
4.4 HEADINGS. The various headings used in this Agreement are inserted
for convenience only and shall not in any way affect the meaning or construction
of this Agreement or any provision hereof.
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4.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one agreement.
4.6 GOVERNING LAW. This Agreement shall be governed, construed and
enforced in accordance with the internal laws of the State of Florida, excluding
any choice of law rules, which may direct the application of the laws of another
jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed, effective as of the date first set forth above.
HARD ROCK CAFE INTERNATIONAL (USA), INC.
By: ____________________________________________
Name: ____________________________________________
Its: ____________________________________________
HARD ROCK CAFE INTERNATIONAL (STP), INC.
By: ____________________________________________
Name: ____________________________________________
Its: ____________________________________________
FULL HOUSE RESORTS, INC.
By: /s/ XXXXX X. XXXXXXXX
--------------------------------------------
Name: Xxxxx R/ Giuffria
Its: President
/s/ XXXXX X. XXXXXXX
--------------------------------------------------
/s/ XXXXX X. XXXXXXX
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AEP & FHR LLC
By: Full House Resorts, Inc., a member
By: /s/ XXXXX X. CIUFFRIA
-----------------------------------------
Name: Xxxxx X. Ciuffria
Its: President
By: Xxxxx X. Xxxxxxx, a member
/s/ XXXXX X. XXXXXXX
-----------------------------------------
Xxxxx X. Xxxxxxx
FULL HOUSE MISSISSIPPI, LLC
By: AEP & FHR LLC, its sole member
By: Full House Resorts, Inc., a member
By: /s/ XXXXX X. CIUFFRIA
-----------------------------------------
Name: Xxxxx X. Ciuffria
Its: President
By: Xxxxx X. Xxxxxxx, a member
/s/ XXXXX X. XXXXXXX
-----------------------------------------
Xxxxx X. Xxxxxxx
FH/HR MANAGEMENT, LLC
By: Full House Resorts, Inc., a member
By: /s/ XXXXX X. CIUFFRIA
-----------------------------------------
Name: Xxxxx X. Ciuffria
Its: President
By: Hard Rock Cafe International (STP), Inc.,
a member
By: ___________________________________
Name: ___________________________________
Its: ___________________________________
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