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  • Stockton's OPRA Response

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    Press of Atlantic City
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    Correspondence between Stockton's lawyers, Caesars and Trump Entertainment.

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    Stockton's OPRA response

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    Correspondence between Stockton's lawyers, Caesars and Trump Entertainment.

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    1K views5 pages

    Stockton's OPRA Response

    Uploaded by

    Press of Atlantic City
    Correspondence between Stockton's lawyers, Caesars and Trump Entertainment.

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 5
    FPSF ranean ene ‘ewe i a ee ae i a1 i ‘Las Vegas, Nevada 89109 ‘Ateation: Michael J. Stein, Associate Chief ‘Counsel ~ Transactional ax Number: (702) 892-2633 Ema: mstein@eaesan.com Re: Showhost Property — Lettor from Tromp Entertainment Geotlemen: Kindly refer to the Purchase and Sale Agreoment and Joint Bsccow Jastuctions, dled December 12, 2014, between Showboat Atlantic City Propo, LLC (“Seller”) and The Richard Sioekton College of New Jersey (now Stockion Univesity) pertaining to the sale ofthe former Showbost Casino and Hotel (ho “PSA"). As you know, when Seller and te University were nepotiting the PSA, the Univerity became avare ofthe provisions ofa 1988 agreement between Sellers predecssor-nteest sad to Tromp Taj Mabil exties, That agreement ~ the Agreement at to Asmmption of Cttigions with Respect to Properea (refered to in Secon 300) of the PSA as ha “AAORP")contsins various easements and also provide tat the Showboat property must be peated ss “sft clas hot-cexno” During te negations, Seller gave the University esious assurances that Trump Taj would wave tha provision (fired to in the PSA es the “Use Covenant"), To this end, PSA Section (0M) provides: Seller has prior to the date hero informed Trump Te oF he Ute Covenant and the desire to have the sume... lowed ond the adi PeOfGe0 —Pipary Otte HetReham Ofeo Chany Ofc New Yat er Beeetats meee ee SER ST See Boe BS le Stone Sai Beet Bane Rae Siac srnefstawtemcom “opRA-aMco (Caesars Entertainment Corporation March 18, 2015 Page? AAORP amended accordingly. Trump Ta) hs indicated en inital willingness to consider such release, but has indicat that such ction wil likely require banlaupty cout approval. ‘This provision then sets forth Sellers obigstion to seek to obtain a release ofthe Use ‘Covenant from Trump Taj and provides for Seller's indemnification of the Univenty in the ‘event Trump Taj pursues enforcement of the Use Covenact. ‘The indemnification obligation is ‘refered toi tho PSA as the “Use Covenant Indemnification Obligations." ‘These representations and indemaites by Seller were material inducements for the Univenity to enter into the PSA and the University would not have entered into the transaction without them. Indeed, the University insisted that Seller's parent company Casters ‘nfersiament Operating Company, Inc. (“Seller Parent), guarantee the perfomance ofthe Use ‘Covenant Indemnification Obligations. This guaranty appear in Setion7 of he PSA. Atuached hero is « letter fom Trump Entertainment ("Tromp") relating to the Use (Covenant contnined in the AORP, The Trump letter aserts certain claims egunnt Prchaser, which ims are covered by the “Use Covenant Indemnification Obligations” esmumed by Seller ‘n Section 3(6X) and guaranteed by Seller Parent pursuant to Section 7 ofthe PSA. ‘By this communication, Seller and Seller Parent ere put on notice tha the Trump clea ‘has boon aserted and thatthe University demands that Seller and Seller Parent full the Uso ‘Covenant Indemnification Obligations, Seller and Seller Parent are also nctified that the ‘University has incurred and will continus to incur costs and damages until the relcase ofthe Use ‘Covenant is obtained and delivered in accordance with the requirements ofthe PSA. Very truly yours, (PRA. aco 2 (Catsars Eatertainment Corportion March 18,2015 Page cc: Latham & Watkins LLP {650 Town Center Drive, 20" Floor ‘Costa Mona, CA 92626 ‘Attention: David C. Meciler and Daniel J. Costa Fax Number: (714) 755-8290 Bail: david mectler@.com

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