Email Address:
  
  Password:
  
  
 

EXHIBIT 10.14

TAX ALLOCATION AGREEMENT

     Agreement as of May 26, 2004 by and among American Entertainment Properties Corp. (“Parent”), a Delaware corporation, having offices at 2000 Las Vegas Blvd. South, Las Vegas, Nevada 89104, and American Casino & Entertainment Properties LLC, a Delaware limited liability company (“Issuer”), having offices at 2000 Las Vegas Blvd. South, Las Vegas, Nevada 89104, and Issuer Subsidiaries (as defined below).

     WHEREAS, Issuer is treated, for federal income tax purposes, as a disregarded entity, of which all items of income, deduction, gain and loss are treated as having been earned or incurred by Parent;

     WHEREAS, Issuer is the sole direct or indirect owner of certain limited liability companies which are likewise treated as disregarded entities, of which all items of income, deduction, gain and loss are treated as having been earned or incurred by Parent;

     WHEREAS, Parent is the common parent of an affiliated group (as such term is defined in the Internal Revenue Code of 1986, as amended, or any succeeding law (the “Code”)) which includes the Issuer Corporate Subsidiaries (as defined below):

     WHEREAS, Parent and its subsidiaries will file consolidated federal income tax returns (“Consolidated Federal Returns”) for all periods in which Parent and such subsidiaries are members of an affiliated group (as defined in the Code); and

     WHEREAS, Parent and Issuer believe it is desirable to provide for the allocation and payment of federal and state income tax liabilities and certain related matters.

     NOW, THEREFORE, in consideration of the foregoing and of the covenants set forth below, the parties hereto have agreed as follows:

1.

 

Definitions .

 

(i)

 

“Issuer Group” means Issuer together with the Issuer Subsidiaries. “Issuer Subsidiaries” means the Issuer Corporate Subsidiaries and the Issuer Disregarded Entities. “Issuer Corporate Subsidiaries” means Stratosphere Corporation, American Casino & Entertainment Properties Finance Corp. and any other direct and indirect subsidiaries of Issuer which are corporations eligible to be

 


 

 

 

 

included in a Consolidated Return (as defined below) with Parent. “Issuer Disregarded Entities” means Charlie’s Holding LLC, Arizona Charlie’s, LLC, Fresca, LLC and any other entities which are directly or indirectly wholly-owned by Issuer and which, for federal income tax purposes, are treated as disregarded entities of which all items of income, deduction, gain and loss are treated as earned or incurred by Parent.

 

(ii)

 

“Consolidated Returns” mean all Consolidated Federal Returns and all state income or franchise tax returns filed by Parent on a consolidated or combined basis with the Issuer Group (“Consolidated State Returns”).

 

 

 

 

 

(iii)

 

“Federal Income Taxes” means any income tax imposed under the Code including, without limitation, the corporate income tax, the minimum tax imposed on corporations, and the personal holding company tax.

 

 

 

 

 

(iv)

 

“State Income Taxes” means any income or franchise tax imposed under the tax law of any state (or political subdivision thereof) including, without limitation, corporate income taxes and minimum taxes.

 

 

 

 

 

(v)

 

“Net Operating Loss” means the amount of any net operating loss as defined in the Code or under the tax law of any state.

 

 

 

 

 

(vi)

 

“Net Capital Loss” means the amount of any net capital loss as defined in the Code or under the tax law of any state.

 

 

 

 

 

(vii)

 

“Credit” means the amount of any tax credit allowed under the Code or under the tax law of any state including, without limitation, investment tax credits and foreign tax credits.

 

 

 

 

 

(viii)

 

The “Regulations” means the regulations and proposed regulations issued by the Secretary of the Treasury interpreting the Code.

- 2 -


 

 

 

(ix)

 

The “Consolidated Group” means the affiliated group (as defined in the Code) of which Parent (or its successor) is the common parent, for so long as such affiliated group files a Consolidated Return.

 

 

 

 

 

(x)

 

“Tax Benefits” as to any entity (or group of entities) means the Net Operating Loss, Net Capital Loss, and Credits generated by or available to such entity (or group of entities) and any carryforwards or carrybacks thereof.

 

 

 

 

 

(xi)

 

“Final Determination” shall mean the final resolution of liability for any Tax for a taxable period, (i) by IRS Form 870 or 870-AD (or any successor form thereto), on the date of the final acceptance by or on behalf of a party thereto, or by a comparable form under the laws of another jurisdiction; except that a Form 870 or 870-AD or comparable form that reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund and/or the right of taxing authority to assert a further deficiency shall not constitute a Final Determination; (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreement under the laws of another jurisdiction; (iv) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expira


This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more