EXHIBIT 10
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (this "Agreement") is made and entered into as of
May 17, 2010 (the "Effective Date") , by and between TROPICANA LAS VEGAS, INC.,
a Nevada corporation ("Owner"), and TRILLIANT MANAGEMENT, LP, a Delaware limited
partnership ("Operator").
RECITALS
A.
Owner owns that certain property known as the Tropicana Las Vegas,
located at 3801 Las Vegas Boulevard South, Las Vegas, Nevada 89109, which
includes among other improvements a hotel, a casino, and related dining,
recreational and retail space (collectively referred to as the "Hotel").
B.
Owner desires to retain Operator in accordance with the terms and
conditions of this Agreement to provide its knowledge, expertise and experience
to Owner with respect to the Hotel and supervise, direct, manage and operate the
Hotel according to the terms and conditions of this Agreement.
C.
Owner hereby appoints and employs Operator to act as its sole and
exclusive agent for the performance of the Services (as defined below) for the
Hotel (or any additions or expansions thereto) on Owner's behalf, upon the terms
and conditions hereinafter set forth.
D.
Subject to the obligations of Owner as set forth in this
Agreement, Operator desires to provide the Services to Owner.
NOW, THEREFORE, for and in consideration of the foregoing recitals and of the
mutual promises and agreements set forth herein, Owner and Operator hereby
covenant and agree that
the foregoing recitals are true and as follows:
ARTICLE ONE
TERM
1.01
TERM.
THE TERM OF THIS AGREEMENT (THE "TERM") SHALL BEGIN ON THE
FIRST DAY FOLLOWING THE DATE ON WHICH THE OPERATOR RECEIVES ALL NECESSARY GAMING
APPROVALS (AS DEFINED BELOW) TO OPERATE THE HOTEL ON BEHALF OF OWNER
("COMMENCEMENT DATE") AND SHALL EXPIRE AT 11:59 PM (PACIFIC TIME) ON THE DATE
IMMEDIATELY PRECEDING THE TENTH ANNIVERSARY OF THE COMMENCEMENT DATE.
EACH
CALENDAR YEAR DURING THE TERM SHALL BE A "CONTRACT YEAR", PROVIDED THAT THE
PERIOD FROM THE COMMENCEMENT DATE THROUGH DECEMBER 31ST OF THE YEAR IN WHICH THE
COMMENCEMENT DATE OCCURS SHALL BE CONSIDERED A PARTIAL CONTRACT YEAR, AND ANY
AMOUNTS DUE DURING SUCH PERIOD SHALL BE PRORATED BASED ON THE ACTUAL NUMBER OF
DAYS IN SUCH PARTIAL CONTRACT YEAR.
1.02
RELATIONSHIP OF THE PARTIES.
THE PARTIES ACKNOWLEDGE AND AGREE THAT
(A) THE RELATIONSHIP BETWEEN THEM SHALL BE THAT OF PRINCIPAL (IN THE CASE OF
OWNER) AND AGENT (IN THE CASE
A-1
OF OPERATOR); (B) THEY ARE NOT JOINT VENTURERS, PARTNERS OR JOINT OWNERS WITH
RESPECT TO THE HOTEL; AND (C) NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS
CREATING A PARTNERSHIP, JOINT VENTURE OR SIMILAR RELATIONSHIP BETWEEN THE
PARTIES.
ARTICLE TWO
GRANT OF AUTHORITY AND OPERATING STANDARD
2.01
GRANT OF AUTHORITY; DUTIES OF OPERATOR.
OWNER HEREBY GRANTS TO
OPERATOR THE EXCLUSIVE RIGHT, AUTHORITY AND DISCRETION, AND INSTRUCTS OPERATOR,
DURING THE TERM, TO TAKE, AND OPERATOR SHALL TAKE, ALL SUCH ACTIONS FOR AND ON
BEHALF OF OWNER THAT ARE REASONABLY NECESSARY OR ADVISABLE TO OPERATE THE HOTEL
SUBJECT TO ANY AND ALL LIMITATIONS SET FORTH IN THIS AGREEMENT AND