ATTACHMENT N(3)
PARENT COMPANY GUARANTEE
This Agreement (hereinafter called the "Guarantee") made this 4th day of
December 1997 between FLUOR CORPORATION (hereinafter called "GUARANTOR") of the
first part and ALADDIN GAMING LLC (hereinafter called "OWNER"), of the second
part,
W I T N E S S E T H:
In consideration of Owner entering into an Agreement for Design/Build
Services dated December 4, 1997 for the Aladdin Hotel & Casino (hereinafter
called the "AGREEMENT") with GUARANTOR's subsidiary Fluor Xxxxxx, Inc.
(hereinafter called "CONTRACTOR"), the GUARANTOR hereby covenants and agrees as
follows:
1. GUARANTOR guarantees the performance by CONTRACTOR of all CONTRACTOR's
obligations under the AGREEMENT. This Guarantee shall take effect as an
absolute, irrevocable and continuing guarantee.
2. If CONTRACTOR fails to perform any of its obligations under the AGREEMENT,
or commits any breach thereof, GUARANTOR shall immediately: (i) take such
steps as may be necessary to have CONTRACTOR perform all CONTRACTOR's
obligations under the AGREEMENT, or remedy any breach thereof; or (ii)
take such steps as may be necessary itself, or through a third party other
than CONTRACTOR, to perform all of CONTRACTOR's obligations under the
AGREEMENT, or to remedy any breach thereof.
3. If GUARANTOR fails at any time to perform any obligations under this
Guarantee after written demand having been made by OWNER, OWNER may,
wtihout the need to give further notice thereof to GUARANTOR, perform
itself, or have any third party perform, any such obligations and
GUARANTOR shall indemnify OWNER from and against any and all losses,
damages, costs and expenses which may be incurred by OWNER by reason of or
in connection with any such failure, including without limitation any and
all costs incurred by OWNER in so performing or so having performed, such
obligations.
4. GUARANTOR, shall not in any way be released from any of its obligtions
arising under this Guarantee by: (i) termination of the AGREEMENT; (ii)
alterations to the terms of the AGREEMENT; or (iii) forbearance or
forgiveness in respect of any matter or thing concerning the CONTRACTOR on
the part of OWNER or CONTRACTOR.
5. The rights and remedies of OWNER arising under this Guarantee shall
operate independently of any rights and remedies OWNER may have arising
under any other agreement (including without limitation the AGREEMENT) and
OWNER shall not be required to proceed first or at all against CONTRACTOR
or any other person before enforcing the terms of the Guarantee.
6. The liability of GUARANTOR under this Guarantee shall not be greater than
those of CONTRACTOR under the AGREEMENT.
7. This Guarantee shall in all respects be construed and interpreted and
shall operate in accordance with the laws of the state governing the
AGREEMENT.
IT WITNESS WHEREOF, the Parties to this Guarantee have caused this
Guarantee to be executed by their duly authorized representatives the day and
year first above written.
FLUOR CORPORATION
By: /s/ X. X. Xxxxxx
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Name: X. X. Xxxxxx
Title: Senior Vice President - Law
and Secretary
