Management Agreement [Amendment] - Multimedia Games Inc. and Equipment Purchasing LLC
AMENDMENT TO THE MANAGEMENT AGREEMENT
THIS AMENDMENT (this "AMENDMENT") is made and entered into this 30th
day of September, 1997, by and between MULTIMEDIA GAMES, INC., a Texas
corporation ("MANAGER") and EQUIPMENT PURCHASING L.L.C., a Delaware limited
liability company ("OWNER").
W I T N E S S E T H:
WHEREAS, on June 30, 1997, Owner and Manager entered into a certain
Management Agreement (the "MANAGEMENT AGREEMENT") whereby Manager agreed to
manage, operate and maintain certain MagaMania electronic player stations (the
"EQUIPMENT") located at the Chickasaw Nation bingo facility; and
WHEREAS, Manager and Owner wish to amend the Management Agreement to
expand Manager's management, operation and maintenance responsibility's beyond
those machines located at the Chickasaw Nation bingo facility to include all
Equipment as may from time to time be purchased by Owner from Manager.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto, intending to be legally bound, agree as
follows:
1. Recitals. The Recitals of the Agreement shall be deleted in their
entirety and revised as follows:
WHEREAS, Manager has entered into various agreements with
Indian tribes to place MegaMania electronic player stations in their
bingo facilities;
WHEREAS, Manager and Owner contemplate entering into one or
more separate equipment purchase agreements (each a "Purchase
Agreement") whereby Owner will purchase MegaMania electronic player
stations from Manager (the "EQUIPMENT");
WHEREAS, Owner desires to have Manager manage, operate and
maintain the Equipment.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto, intending to be legally
bound, agree as follows:
2. Repurchase Option. Article V shall be deleted in its entirety and
replaced with the following:
At any time during the Term, Manager shall have the option to
repurchase the Equipment that is the subject of a separate Purchase
Agreement, or any portion
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thereof, from Owner, at a fair market price to be mutually agreed upon
by Owner and Manager at the time of repurchase (the "OPTION PRICE"),
provided that after giving effect to the payment of the Option Price
and the receipt of Owner of all payments of the Owner Percentage with
respect to such Equipment to the date of such payment, Owner shall have
received an amount equal to one hundred percent (100%) of the purchase
paid by Owner for such Equipment to be repurchased (the "PURCHASE
PRICE") plus a twenty percent (20%) compounded rate of return on the
Cash Amount paid with respect to such Equipment and a fourteen percent
(14%) compounded rate of return on the Debt amount paid with respect to
such Equipment.
3. Effect of Amendment Upon Agreements. Except as otherwise expressly
amended by this Agreement, all of the terms and provisions of the Agreements
shall be and remain in full force and effect.
4. Miscellaneous Provisions.
(a) No party shall assign this Agreement or any of its rights and
obligations hereunder without the prior written consent of the other parties
which consent shall not be unreasonably withheld.
(b) Nothing in this Agreement is intended to confer on any person other
than the parties hereto, and their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
(c) This Agreement may be executed in any one or more counterparts,
each of which will be deemed an original but all of which together will
constitute one and the same instrument.
(d) This Agreement shall be governed by the laws of the State of
Oklahoma without regard to the conflict of law rules thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their duly authorized representatives on the day
first above written.
MULTIMEDIA GAMES, INC.
By: _____________________________
Name: ___________________________
Title: __________________________
EQUIPMENT PURCHASING L.L.C.
By: Rio Grande Management Corp.
By: _________________________
Name: Clifton Lind
Title: President