EXHIBIT 10.15
RCT = Request for Confidential Treatment
FIRST AMENDMENT TO CORRAL COIN LICENSE AGREEMENT
This FIRST AMENDMENT TO LICENSE AGREEMENT ("First Amendment") made as
of this 27th day of March 2000, between RITE AID CORPORATION ("Licensor"), a
Delaware Corporation, and CORRAL COIN, INC. ("Licensee"), a Nevada corporation.
W I T N E S S E T H :
WHEREAS, Licensor and Licensee entered into a License Agreement as of
March 12, 1999 (the "License Agreement"); and
WHEREAS, disputes have arisen between Licensor and Licensee; and
WHEREAS, Licensor and Licensee wish to resolve all outstanding
disputes and for that purpose seek to amend and modify the License Agreement
upon the terms and provisions hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing premises and the
covenants and agreements hereinafter set forth, and for other good and valuable
consideration the sufficiency of which is hereby acknowledged, the parties
hereto mutually covenant and agree that the License Agreement is modified and
amended as follows:
1. Effective Date. The Effective Date of this First Amendment shall
be the date upon which Licensee receives approval from the Nevada Gaming
Commission to remove the conditions on its presently issued licenses to operate
Devices at the Licensed Locations which require a full-time change attendant to
be present on the premises of each such operation. Pending the Effective Date,
the parties shall perform their respective obligations under the License
Agreement as intended to be modified by this First Amendment, to the extent
permitted by law. From the date hereof to the Effective Date, Licensee shall
pay monthly fees pursuant to the fee schedule set forth on the annexed exhibit.
In the event that prior to the Effective Date, Licensee fails to pay such fees
when due, otherwise fails to perform its obligations under the License Agreement
as intended to be amended hereby, to the extent consistent herewith, or in the
event the Nevada Gaming Commission does not grant the necessary approvals within
RCT of the date hereof, the parties shall be returned to their
respective positions and status as of February 29, 2000, including the revival
of all claims by Licensee and Licensor, without prejudice by reason of the
passage of time or the negotiation and execution of this First Amendment.
2. Definitions. All capitalized terms contained in this First
Amendment, unless otherwise hereinafter contained, shall have the same meaning
as in the License Agreement.
3. License. The last sentence of Section 2 is deleted and replaced
with the following:
Licensee may determine the number of machines to operate at each
Location but shall operate a minimum of RCT Devices at each
location. Subject to approval of the Nevada Gaming Commission,
Licensee shall not be required to have a full time adult change
attendant at any Location having RCT or fewer Devices.
4. Term. The first sentence of Section 3 is deleted and replaced
with the following:
The term of the License Agreement which began effective July 1, 1998
shall expire at midnight on the RCT.
5. Fees. Section 4 is modified by deleting Sections 4a, 4b, and 4c
in their entirety including the fee amounts and increases there scheduled, and
substituting therefore the fee schedule annexed hereto as exhibit
"Amendment-1."
Section 4 is further modified by adding New Subsection 4(g) as
follows:
On the date that monthly fees are next required to be paid after the
Effective Date, Licensee shall RCT due for the then existing Licensed
Locations for the next succeeding RCT period.
6. Use and Operation. Section 7 is hereby modified by adding the
following after the last sentence:
With respect to any Licensed Location, in which Licensee operates
RCT or fewer Devices, Licensor's employees will provide
appropriate adult supervision, (over age 21) as required by the Nevada
Gaming Commission and will make change for adults (persons over age
21) who wish to play the Devices. Licensee agrees to provide suitable
training for Licensor's employees, and will remain liable for any
fine, penalty or other governmental sanction arising from any failure
to supervise.
7. Default. Subsections 13(a) and 13(b) are hereby modified by
adding "together with all costs and attorneys' fees" to the last sentence of
each Subsection. Subsection 13(c) is deleted in its entirety, and is replaced
with the following:
To treat all amounts due and not paid by Licensee up to the date of
such default as an indebtedness of Licensee immediately due and
payable to Licensee and recover the same together with all costs and
reasonable attorney's fees incurred to collect such amount.
8. Assignment. Section 14 is modified by (i) deleting the first
clause consisting of the language "Licensee may not assign this Agreement
without prior approval of Licensor" and (ii) substituting therefore the
following:
Upon the written approval of Licensor, which shall not be unreasonably
withheld, Licensee shall have the right to assign this License
Agreement, as amended, to another unaffiliated route operator or other
third party.
9. Successors and Assigns. The covenants, agreements, terms and
conditions contained in this First Amendment shall bind and inure to the
benefits of the parties hereto and their respective successors and their
respective assigns.
10. This First Amendment is integrated with the License Agreement
and, upon the Effective Date, the License Agreement will be deemed to exist and
will survive only as modified by the First Amendment. Upon the Effective Date
the parties shall prepare and execute a superceding global License Agreement
incorporating the remaining relevant portions of the Agreement and this First
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed the Lease on the
date heretofore set forth.
RITE AID CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
_______________________________
Name: Xxxxx X. Xxxxxxx
Title: Sr. Ex. V.P. Chief Administrative
Officer
CARDIVAN COMPANY
By: /s/ Xxx Xxxxxx
_______________________________
Name: Xxx Xxxxxx
Title: Secretary
FEE SCHEDULE
CORRAL COIN, INC.
RCT RCT RCT
___ ___ ___
# Stores Monthly Monthly Monthly
Fee Fee Fee
________ _______ _______ _______
TPI stores - Xxxxx County 7 RCT RCT RCT
Rite Aid #6109
0000 X. Xxxxx Xxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Rite Aid #6110
000 X. Xxxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Rite Aid #6111
0000 X. Xxxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6112
0000 X. Xxxxxxx
Xxx Xxxxx, XX 00000
Rite Aid #0000
000. X. Xxxxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6118
0000 X. Xxxxx Xxxx
Xxx Xxxxx, XX 00000
Rite Aid #6119
0000 X. Xxxx Xxxx
Xxx Xxxxx, XX 00000
