Exhibit 10.1
SECOND AMENDMENT TO MANAGEMENT AGREEMENT
THIS SECOND AMENDMENT TO MANAGEMENT AGREEMENT effective September 1, 2001
amends that certain Management Agreement dated as of December 1, 1997, between
Retama Development Corporation having an office at 0 Xxxxxx Xxxxxxx, Xxxxx,
Xxxxx 00000 ("Owner"), Retama Partners, Ltd. having an office at 0000 Xxxxx
Xxxxx, Xxx Xxxxxxx, Xxxxx 00000 ("License Holder"), and Retama Entertainment
Group, Inc., a Texas Limited Liability Corporation, having an office at 0
Xxxxxx Xxxxxxx, Xxxxx, Xxxxx 00000 ("Operator").
The Management Agreement is hereby amended as follows:
1. The term of the Agreement outlined in Section 2.1 shall be hereby
extended to November 1, 2010.
2. The last sentence of Section 4.5 shall be deleted and replaced with
the following:
"Any such contract shall comply with the provisions of Rev. Proc. 97-13,
as amended, modified, or revised."
3. Section 6.1 shall be deleted and replaced with the following:
"6.1 As consideration for its services hereunder, the Operator shall be
entitled to receive a monthly fixed management fee (the "Fixed Management
Fee") in the amount of $15,000, plus, subject to the limitations set forth in
this Section, a variable management fee as described in Section 6.2 (the
"Variable Management Fee"), which together with the Fixed Management Fee are
collectively referred to as the "Management Fees." The Fixed Management Fee
shall be payable in arrears on or before the first working day of each month
during the term of this Agreement. Beginning January 1, 2002, the Fixed
Management Fee shall be increased to $20,000 per month. The Variable
Management Fee shall be payable as set forth in Section 6.2. It is the
intention of the Owner and the Operator that the Management Fees comply with
the terms and provisions of Rev. Proc. 97-13, including any amendments,
modifications, or revisions thereto." Until such time as all bonded
indebtedness related to the Racetrack is discharged in full, the Management
Fees set forth in this Article VI shall not be amended unless Owner first
obtains an opinion of national recognized bond counsel, to the effect that such
changes shall not adversely affect the exclusion from gross income under
section 103(a) of the Internal Revenue Code of 1986, as amended, of interest
on any Bonds issued by the Owner to finance or refinance the Racetrack."
4. Section 6.2 shall be deleted and replaced with the following:
"6.2 The annual Variable Management Fee shall be in the amount of
three-tenths of one percent (.3%) of total Handle of the Racetrack in excess
of $100,000,000; provided, however, that the amount payable for the Variable
Management Fee for any year shall not exceed the amount of the Fixed
Management Fee for such year. The Variable Management Fee shall be calculated
on the Handle for each year ending December 31, beginning with the year ending
December 31, 2001.
The annual Variable Management Fee shall be payable by January 15 of the
following year; provided, however, that such Variable Management Fee shall be
accrued and not paid when the Owner is in default on the payment of any
interest payable on its Special Facilities Revenue Refunding Bonds (Retama
Park Racetrack
Project) Series 1999A. Such accrued Variable Management Fee shall be paid as
soon as possible after any default on payment of such interest has been made
or waived.
For the purposes of this Agreement, Handle shall mean the total amount
wagered at the Racetrack including xxxxxx on live racing, simulcast racing
(including import simulcasting) and any other forms of wagering approved at
the Racetrack during the term of this Agreement."
5. The first sentence of the second paragraph of Article XX shall be
deleted and replaced with the following:
"The Owner is aware that Call Now, Inc. ("CNI") is the owner of certain
Bonds issued by the Owner and is also an owner of the Operator."
6. Section 21.17 shall be deleted and replaced with the following:
"Any amendment to this Agreement shall comply with the requirements of
Rev. Proc. 97-13, as amended, modified, or revised."
7. All accrued and unpaid Variable Management Fees as of December 31,
2000 are hereby waived.
This Second Amendment to Management Agreement is dated October 30, 2001 but
shall be effective retroactive to September 1, 2001.
All other provisions of the Management Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year above written.
OWNER:
RETAMA DEVELOPMENT CORPORATION
By: /s/ Xxxxx Xxxxxx .
Name: Xxxxx Xxxxxx .
Title: President .
OPERATOR:
RETAMA ENTERTAINMENT GROUP
By: /s/ Xxxxx Xxxxx .
Name: Xxxxx Xxxxx .
Title: CEO .
THIRD AMENDMENT TO MANAGEMENT AGREEMENT
THIS THIRD AMENDMENT TO MANAGEMENT AGREEMENT effective September 1, 2001
amends that certain Management Agreement dated as of December 1, 1997,
between Retama Development Corporation having an office at 0 Xxxxxx Xxxxxxx,
Xxxxx, Xxxxx 00000 ("Owner"), Retama Partners, LTD having an office at 0000
Xxxxx Xxxxx, Xxx Xxxxxxx, Xxxxx 00000 ("License Holder") and Retama
Entertainment Group, Inc. a Texas Limited Liability Corporation, having an
office at 0 Xxxxxx Xxxxxxx, Xxxxx, xxxxx 00000 ("Operator").
The Management Agreement is hereby amended as follows:
1. Section 4 of the Second Amendment to Management shall be deleted.
2. Section 6.2 of the Agreement shall be deleted and replaced with the following:
"6.2 The annual Variable Management Fee shall be in the amount of
three-tenths of one percent (.3%) of total Handle of the Racetrack in excess
of $100,000,000; provided, however, that the amount payable for the Variable
Management Fee for any year shall not exceed 2.5% total Fixed Management Fee
for such year.
All other provisions of the Management Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year above written.
OWNER:
RETAMA DEVELOPMENT CORPORATION
By: /s/ Xxxxx Xxxxxx .
Name: Xxxxx Xxxxxx .
Title: President .
OPERATOR:
RETAMA ENTERTAINMENT GROUP
By: /s/ Xxxxx Xxxxx .
Name: Xxxxx Xxxxx .
Title: CEO .
