EXHIBIT 10(25)
PROMOTION AND ANCILLARY RIGHTS AGREEMENT
AGREEMENT made as of March 15, 1995, and executed May 24, 1995, by and
among XXX XXXX PRODUCTIONS, INC. a New York corporation with offices at 000 Xxxx
Xxxxxxx Xxxx Xxxxxxxxx, Xxxxxxx Xxxx, Xxxxxxx, 00000, ("Promoter"), MGM GRAND
HOTEL, INC., a Nevada corporation with offices at 0000 Xxx Xxxxx Xxxxxxxxx
Xxxxx, Xxx Xxxxx, Xxxxxx, 00000, ("Subsidiary") and MGM Grand, Inc., a Delaware
Corporation with offices at 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx,
00000 ("Parent").
SECTION 1
THE EVENTS AND DEFINITIONS
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1.1 Promoter represents and warrants that it has entered into a binding
written agreement for the services of Xxxx Xxxxx ("Tyson") for Promoter's boxing
events that are the subject of this Agreement (the "Tyson Events"). Promoter
grants to Subsidiary the exclusive right to stage the next six (6) Tyson bouts
following the date of this Agreement, at least one of which, by the fifth (5th)
bout, shall be a Title Fight, as defined in Section 1.2 hereof, at the MGM Grand
Garden Special Events Center ("Grand Garden") or other site as selected by
Subsidiary. The Tyson Events shall be held on dates mutually selected by
Promoter and Subsidiary and shall include Tyson and quality opponents (each
fight separately known as "Main Event") and quality undercard boxing matches
selected by Promoter.
1.2 Promoter will stage six (6) Tyson Events prior to September 25, 1997,
at least one of which shall be a World Heavyweight Championship title fight
(IBF, WBO, WBA, WBC) ("Title Fight").
1.3 The undercard matches for Tyson Events shall consist of quality bouts
selected by the Promoter, and shall be sufficient in number to present a program
of approximately three (3) hours, inclusive of the Main Event. Names of the
boxers and their records shall be provided by the Promoter to Subsidiary as soon
as possible prior to each event.
1.4 On all Tyson Event and Non-Tyson Event fight cards, Subsidiary shall
have the option to select one of the Fighter Participants for one bout of its
choice, which shall not be the first bout nor the walk-out bout, and Promoter
and Subsidiary shall mutually agree on the opponent for the designated fighter
participant and the amount of the purses for the bout, which shall be paid by
Subsidiary.
1.5 Each Tyson Event shall be open to the public ticket holders at
approximately 3:00 p.m., with the first bout commencing at approximately 4:00
p.m. The Main Event shall commence no earlier than 6:00 p.m. and no later than
7:00 p.m. All times are local Las Vegas time.
1.6 The Main Event Boxers and undercard boxers shall collectively be known
as "Fighter Participants."
1.7 Promoter shall assure that neither Main Event opponent shall
participate in a boxing match or exhibition within sixty (60) days prior to the
Event.
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1.8 Neither party shall make a public announcement or issue a press release
relating to this Agreement or any Tyson Event covered by this Agreement, without
the prior reasonable approval of the other party. It is the intention of
Subsidiary and Promoter to coordinate the time for all public announcements
concerning these Events.
1.9 Over the term of the Agreement, Subsidiary will use its best efforts to
stage up to separate events presenting fighters other than Tyson,
("Non-Tyson Events), selected by Promoter at the Grand Garden or other site as
selected by Subsidiary. Tyson and Non-Tyson Events shall be referred to
collectively as ("Events"). Promoter may offer Subsidiary pay-per-view Non-Tyson
Events that Subsidiary in its sole discretion, has the option to accept or
reject. If one of the eleven Non-Tyson Events is a pay-per-view Non-Tyson Event
("Pay-Per-View Non-Tyson Event") which Subsidiary accepts, Subsidiary shall pay
an additional in advertising expense but shall not be entitled to
complimentary tickets notwithstanding anything to the contrary in Section 6
hereof.
1.10 The above terms pertaining to event start times, dates, length of
programs, press releases, public announcements and Fighter Participants for
Tyson Events shall apply to Non-Tyson Events and the optional Pay-Per-View
Non-Tyson Events.
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SECTION 2
COVENANTS OF PROMOTER
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For the Events, Promoter agrees at its sole cost and expense to provide and be
fully responsible for:
2.1 The service and participation in the Events and related activities as
stated in this Agreement of all Fighter Participants.
2.2 All purse and expense payments due to Fighter Participants.
2.3 Round trip transportation to and from Las Vegas, Nevada, for all
Fighter Participants.
2.4 Insurance for all Fighter Participants and other ring personnel as may
be required by the Nevada State Athletic Commission, which shall name Subsidiary
as additional insured.
2.5 All official fees, costs and expenses, including travel, of officials,
referees, timekeepers, judges, attending physicians and Nevada State Athletic
Commission representatives.
2.6 All fees and expenses of a ring announcer who is licensed in the State
of Nevada, selected by Promoter and acceptable to Subsidiary.
2.7 Boxing licenses or permits as may be required by federal, state and
municipal authorities pursuant to Section 12 of this Agreement or otherwise.
2.8 Any and all other fees required by the Nevada State Athletic
Commission. Promoter shall indemnify and hold harmless Subsidiary from any
injury to any fighter
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or official arising out of the conduct of any boxing match in the Events unless
the injury is caused by the sole negligence of Subsidiary.
2.9 Supplying Subsidiary with biographies, "tales of the tape",
fight-by-fight records, general press releases pertaining to the Events and all
Fighter Participants, and such other appropriate press kit materials for local
and national distribution.
2.10 Obtaining, maintaining and paying for all required boxing organization
sanctions and approvals for the Events.
2.11 Any costs or expenses arising from requirements of the Nevada State
Athletic Commission, including Fighter ambulance service, or other expenses
relating to the performance of this Agreement unless otherwise agreed to in
writing by Subsidiary.
2.12 An artist to sing the National Anthem. Selection of such artist will
be mutually determined by Promoter and Subsidiary, with every effort being made
by Promoter to showcase performers at Subsidiary.
2.13 Promoter shall use its best efforts and shall take such steps
necessary (including removal from property) to ensure that Fighter Participants
and their entourage conduct themselves in conformity with public conventions,
morals and standards of decency and do not do or commit any act or thing that
will tend to degrade themselves or Subsidiary or subject any of them to public
hatred, contempt, scorn, ridicule or disrepute, or to shock or offend the
patrons or employees of Subsidiary, or to prejudice Subsidiary's standing in the
community or subject Subsidiary to liability.
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SECTION 3
COVENANTS OF SUBSIDIARY
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For the Events, Subsidiary shall provide to Promoter the following:
3.1 Reasonable use of the Grand Garden Arena for the purpose of preparing
for and conducting the Events. Use of the Grand Garden shall terminate no later
than 2:00 a.m. the day following the date of the Events. Notwithstanding the
above, it is agreed by Promoter that no Event arrangements will interfere with
Subsidiary's set-up for other scheduled Subsidiary programs or events.
3.2 A boxing ring approved by the Nevada State Athletic Commission and
Promote with inside dimensions of not less than twenty (20) feet by twenty (20)
feet as well as supplemental seats for members of the working press and
broadcast media.
3.3 The following complimentary rooms, suites and food and beverage
allowances apply to Promoter under this Agreement and will be capped as set
forth below with all excess costs being the responsibility of Promoter:
(1) For Tyson Events, each.
(2) For Pay-Per-View Non-Tyson events, each.
(3) For Showtime Non-Tyson Events, each.
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Each person who is to be the recipient of benefits under this paragraph
shall be identified in writing by Promoter prior to each Event.
All incidental charges including, but not limited to, local and long
distance telephone calls, gratuities, alcoholic beverages, entertainment, and
gift shop items shall be billed to the occupants of the rooms/suites (which
includes Promoter) and are payable upon check-out for the rooms and suites
occupied by or at the request of Promoter.
All occupants of the rooms/suites upon registration shall provide a valid
credit card or cash deposit for the purpose of payment of all incidental charges
in excess of the allowances permitted by this Section 3 and not paid at check-
out by the occupants of the rooms and suites. Subsidiary may refuse to admit
persons who do not comply with these requirements.
Promoter will designate an individual with whom
representatives of Subsidiary will meet following the Event to review and
settle such charges.
3.4 Round cards and round card girls selected by Subsidiary for each Event.
3.5 Provide at Subsidiary or other site as mutually agreed upon between the
parties for the time period 30 days prior to an Event, a mobile office to be
utilized as office space for Promoter for the promotion of the Events
including, but not limited to, telephones with adequate independent
local and WATS line capability,
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, it being understood that
Promoter shall be solely responsible for providing the personnel it deems
necessary to operate the office and equipment. The cost of leasing the mobile
office shall be paid by Subsidiary. The cost of leasing the equipment, and all
costs and charges attributable to personnel, telephone calls, operations and for
maintenance, repair, or replacement of any equipment shall be paid by Promoter.
Subsidiary shall be responsible for changing the locks on the doors of such
office space prior to Promoter's arrival and for assuring that only Subsidiary's
Director of Security, Promoter, and its approved personnel receive keys to such
office space.
3.6 A press room for a minimum of one week prior to the date of the Event
set up for handling the press during the Event.
3.7 Dressing rooms for all Fighter Participants.
3.8 Providing check cashing privileges to Promoter for checks written on
Promoter's checking account.
SECTION 4
RING MAT AND BANNERS FOR THE EVENT
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4.1 Promoter shall provide, at its cost and expense, a ring mat which shall
be installed by Subsidiary, and which shall be returned to Promoter after the
Event.
4.2 Subsidiary shall have the right to place upon the ring bumper facing
the primary camera its name, logo, merchandise information, or identification
xxxx. Subsidiary shall have and choice of ring posts.
Additionally, the MGM
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Grand name shall appear on the towels and the turnbuckle covers supplied by
Subsidiary, if such covers are not sold by Promoter. Promoter reserves the right
to place or to sell other names, logos or identification marks on any remaining
ring bumpers and ring posts, and the center of the mat ("Advertising
Locations"). Promoter's right to place or sell the right to place other names,
logos or identification marks at Advertising Locations shall be subject to the
reasonable approval of the Subsidiary. The size of the logo or identification
marks displayed by Promoter shall be reasonable. Subsidiary shall permit
Promoter to place its name, symbol, and/or logo in the Grand Garden, training
area, dressing rooms and weigh-in site, subject to the reasonable approval of
Subsidiary.
4.3 Subsidiary shall permit the television network ("Network") which is
broadcasting the Event to display banners with the Network's logo in the Grand
Garden. Additionally, one banner is allowed for one primary sponsor, such
sponsor to have been previously approved by Subsidiary under Section 4.2.
4.4 Subsidiary shall retain the right to display its name, symbol and/or
logo in all areas of the hotel including, but not limited to, all areas of the
Grand Garden and all training areas, and on press conference and weigh-in area
backdrops.
4.5 If Promoter does not obtain a sponsor for all of its Advertising
Locations, then Subsidiary may use such available Advertising Locations for its
name, symbol and/or logo.
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SECTION 5
ADVANCE TO PROMOTER, NON-PERFORMANCE BY TYSON,
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PURCHASE OF STOCK BY PROMOTER, AND TICKET PROCEEDS
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5.1 (a) Subsidiary has made a $15,000,000 loan (the "Advance") to Promoter.
The Advance was made in two payments, (1) one payment of $10,000,000 was
advanced on March 25, 1995 and (2) another payment of $5,000,000 was advanced on
March 30, 1995. The Advance shall be evidenced by a note (the "Advance Note")
signed by Promoter substantially in the form attached hereto as Exhibit A) and,
except as provided herein and in the Advance Note, shall be repaid on September
25, 1997 (the "Maturity Date"). The proceeds of the Advance shall be used to pay
certain costs for the benefit of Tyson and to pay certain costs for the Tyson
Events and no such proceeds shall be used to satisfy Promoter's obligation under
the Stock Note (as defined herein). Concurrently herewith, Promoter shall
deliver to Subsidiary a duly completed Federal Reserve Form G-3 consistent with
the foregoing.
(b) Parent hereby sells and Promoter hereby purchases 618,557 treasury
shares of Parent common stock (the "MGM Shares") for $15,000,000 (the "Stock
Purchase Amount"). Except as provided in the Stock Note, the Stock Purchase
Amount shall be payable in three equal installments of $5,000,000 which shall be
payable not later
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than five business Days after the conclusion of the first, second and third
Tyson Events, respectively, provided, however, that if the "net gate" for any of
such Tyson Events is less than $5,000,000, Promoter shall have five business
days following the applicable Settlement Date (as defined in the Stock Note, as
hereinafter defined) to pay the balance of such installment. Promoter shall
execute a note, substantially in the form attached hereto as Exhibit B (the
"Stock Note"), as evidence of its indebtedness for the Stock Purchase Amount.
Concurrently herewith, Promoter shall deliver to Parent a duly completed Federal
Reserve Form G-3 with respect to its incurrence of the Stock Note.
(c) To secure the payment of the Advance Note and the Stock Note, Promoter,
Parent and Subsidiary shall enter into the Advance Note Security Agreement and
the Stock Note Security Agreement, substantially in the form attached hereto as
Exhibits C and D, respectively.
(d) Parent guarantees (the "Guarantee") to Promoter that the Market Value
(as defined below) of the MGM Shares on the Maturity Date shall equal or exceed
$30,000,000. The "Market Value" on any date, shall be equal to the average of
the closing prices for the MGM Shares on the New York Stock Exchange, as
reported in The Wall Street Journal, for a period of twenty consecutive trading
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day ending on the trading day preceding such date. Subject to Section 5.2, in
the event the Market Value of the MGM Shares is less than $30,000,000 on the
Maturity Date, Parent shall pay on the Maturity Date the difference between the
Market Value of the MGM Shares on such Date and $30,000,000 to, at its option,
either (a) Promoter by wire transfer
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to accounts designated by Promoter in same day fed funds, or (b) Subsidiary as
payment of all or a portion of the unpaid balance of the Advance Note.
(e) Promoter, Parent and Subsidiary shall enter into a Registration Rights
Agreement substantially in the form attached hereto as Exhibit E.
(f) With respect to the income taxation of (i) the purchase by Promoter of
the MGM Shares for the Stock Note and (ii) the Guarantee each of Promoter,
Parent and Subsidiary covenants that it will not (and none of its respective
affiliates will) report the principal amount of the Stock Note or any payment
on it as income, gain, loss, credit or deduction on its federal, state or local
income tax returns for the taxable year in which the purchase by Promoter of the
MGM Shares occurs with respect to such items. The parties understand and agree
that the purpose of this Section 5.1 (f) is to impose consistent income tax
treatment on the parties hereto with respect to such items.
5.2
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(b)
(c)
(d)
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(e) On any termination of this Agreement pursuant to Section 5.2 or
otherwise, neither Promoter nor Subsidiary shall have any further obligation to
stage any Tyson Events or Non-Tyson Events.
(f) The provisions of this Section 5.2 are in no way intended as a
limitation of the parties respective rights and remedies in the event of a
breach of this Agreement.
5.3 Notwithstanding any other provision of this Agreement, in the event of
a willful breach of this Agreement by Promoter, Parent or Subsidiary, the other
parties shall have whatever remedies are available to them at law or in equity.
5.4
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5.5 Promoter makes the following representations and warranties to Parent
and acknowledges that Parent will be relying upon the accuracy and completeness
of such representations and warranties in selling the MGM Shares to Promoter
pursuant to this Agreement:
(a) Investment Purposes. Except as contemplated by Section 21, Promoter
is acquiring the MGM Shares solely for its own beneficial account, for
investment purposes, and not with a view to, or for resale in connection with,
any distribution of the MGM Shares in violation of the Act or any other
applicable state or federal securities laws, any applicable rules of any
exchange on which the Common Stock may be listed and any applicable rules of the
National Association of Securities Dealers, Inc. (collectively, the "Securities
Laws").
(b) Limitations on Transfer. Promoter agrees that it will not sell,
assign, pledge, transfer, or otherwise dispose of the MGM Shares or any interest
therein, or make any offer or attempt to do any of the foregoing, in violation
of any of the provisions of this Agreement or the Securities Laws. The Company
shall not be required to give effect to any purported transfer of any of the MGM
Shares except upon compliance with the provisions of this Agreement.
(c) Accredited Investors. Promoter, either alone or with its advisors
(if any), has such knowledge, skill and experience in business, financial and
investment matters so that it is capable of evaluating the merits and risks of
an investment in the
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MGM Shares. To the extent that Promoter has deemed it appropriate to do so,
Promoter has retained at its own expense, and relied upon, appropriate
professional advice regarding the investment, tax and legal merits and
consequences of this Agreement and owning the MGM Shares. Promoter is an
"accredited investor" as that term is defined under Rule 501 of Regulation D of
the Act.
(d) Unregistered Shares; Legend Condition. Promoter acknowledges that the
MGM Shares have not been registered under the Act and that the certificates
representing the MGM Shares will be subject to a legend or legends reflecting
the unregistered status of the MGM Shares and the restrictions on transfer
imposed by the Securities Laws and/or this Agreement.
(e) Disclosure. This Agreement and the other agreements entered into
pursuant to this Agreement do not contain any untrue statement of a material
fact concerning Promoter or Tyson, or omit a material fact concerning Promoter
or Tyson necessary to make the statements contained herein or therein not
misleading. None of the statements, documents, certificates or other items
prepared or supplied by Promoter with respect to the transactions contemplated
hereby contains an untrue statement of a material fact or omits a material fact
necessary to make the statements made therein not misleading.
5.6 Parent makes the following representations and warranties to Promote
and acknowledges that Promoter will be relying upon the accuracy and
completeness of such representations and warranties in purchasing the MGM Shares
from Parent pursuant to this Agreement:
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(a) MGM Shares. Upon the issuance of MGM Shares pursuant to Section 5, each
of the MGM Shares so issued shall be (i) validly authorized, validly issued,
fully paid and nonassessable, with no personal liability attaching to the
ownership thereof and (ii) free and clear of any lien, claim, charge,
restriction or encumbrance (except as provided by this Agreement or for liens
pursuant to the Advance Note Security Agreement and the Stock Note Security
Agreement). Except pursuant to this Agreement, the issuance or transfer of the
MGM Shares to Promoter is not subject to preemptive right, right of first
refusal or other similar right. The foregoing shall be true in all material
respects on any date any MGM Shares are issued to Promoter pursuant to the terms
of this Agreement or released from the liens pursuant to the Advance Note
Security Agreement and the Stock Note Security Agreement.
(b) Disclosure. This Agreement and the other agreements entered into
pursuant to this Agreement do not contain any untrue statement of material fact,
concerning Parent or Subsidiary or omit a material fact, concerning Parent or
Subsidiary necessary to make the statements contained herein or therein not
misleading. None of the statements, documents, certificates or other items
prepared or supplied by Parent with respect to the transactions contemplated
hereby contains an untrue statement of material fact or omits a material fact
necessary to make the statements contained therein not misleading.
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SECTION 6
TICKETS
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6.1
6.2
6.3 Tickets designated for Promoter shall not be resold or given to
personnel at other hotel/casinos.
SECTION 7
WORKOUTS
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Promoter and Subsidiary will negotiate on site training facilities if they
agree this will enhance the overall fight promotion. Mutual agreement will be
necessary to consummate this section of the Agreement. Promoter shall not under
any circumstances contract with, or schedule at, other Las Vegas Hotel Casino
sites for Event training
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SECTION 8
INSURANCE
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8.1 Should either Promoter or Subsidiary wish to obtain non-appearance
insurance, to protect against the death or disability of Xxxx Xxxxx, the other
party shall furnish such information and cooperation as may be reasonably
required to put in place such insurance, which shall be at the expense, and for
the exclusive benefit of, the insuring party. Notwithstanding the foregoing, for
each of the first three Tyson Events, should Promoter purchase non-appearance
insurance, Subsidiary shall be named as loss payee to the extent of its Five
Million Dollar ($5,000,000) interest in each Event.
8.2 Promoter agrees to obtain and maintain, for the scheduled Events, at
its sole expense, insurance issued by an insurance carrier authorized to do
business in the State of Nevada, which insurance shall be maintained until
thirty (30) days after completion of each Event and removal of all television
crews and equipment from the premises of hotel and shall cover the Events, and
all pre-fight and post-fight activities, including, without limitation,
television equipment installation and removal, under this Agreement. Such
insurance coverage shall at a minimum include:
8.2.1 With respect to Promoter's employees and agents, Workers Compensation
and occupational disease, if required by federal or state law.
8.2.2 Employee liability (including occupation and disease coverage of Five
Hundred Thousand Dollars ($500,000).
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8.2.3 Comprehensive General Liability, including personal injury, property
damage, automobile liability for owned and non-owned vehicles, occurrence basis
with a minimum Three Million Dollars ($3,000,000) combined single limit for
bodily injury and property damage and not having a deductible or self-insured
retention in excess of Ten Thousand Dollars ($10,000) for the Events and all
pre and post-fight press conferences, publicity activities and parties.
8.2.4 Accident insurance coverage on all Fighter Participants, if required
by Nevada law or order.
8.2.5 All general liability insurance policies carried in accordance with
this section and any non-appearance insurance purchased by Promoter shall
provide (i) that if the insurers seek to cancel such insurance for any reason
whatsoever, or any substantial change is made in the coverage which affects the
interests of the Subsidiary, or the same is to lapse for non-payment of premium
or such insurance coverage is to be reduced, such cancellation, change, lapse or
reduction shall not be effective as to the Subsidiary until after thirty (30)
days following receipt by the Subsidiary of written notice from such insurers of
such cancellation, change, lapse or reduction; (ii) that as to the interest of
the Subsidiary in such policies, the insurance shall not be invalidated by any
action or omission by Promoter or any other person or entity and shall insure
the subsidiary regardless of any breach or violation of any warranties,
declarations or conditions contained in such policy by Promoter or any other
person or entity, (iii) that such insurance shall be primary without right of
contribution from any other insurance carried by the Subsidiary, and (iv) that
all the
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provisions thereof, except the limits of liability, shall operate in the same
manner as if there were a separate policy covering each additional insured. In
the event Promoter fails to obtain such general liability insurance or the
coverage amount is insufficient to cover any claims otherwise covered by the
policy, Promoter hereby agrees to reimburse Subsidiary for any and all amounts
paid by Subsidiary on account of or on behalf of Promoter to obtain such
insurance or cover such claims.
8.2.6 With respect to 8.2.1, 8.2.2 and 8.2.3 above, a Certificate of
Insurance with an endorsement designating MGM Grand Hotel, Inc., its parent,
subsidiaries and affiliated companies and their respective officers and
directors as named insureds thereof in the form and substance reasonably
satisfactory to Subsidiary shall be delivered to Subsidiary within two (2) weeks
after the signing of this Agreement.
8.2.7 Failure to provide and maintain any insurance required by this
Section 8.2 shall be deemed a material breach of this Agreement.
SECTION 9
TELEVISION PRODUCTION
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9.1 Subsidiary shall arrange for sufficient access to, and space in, and
adjacent to the Grand Garden for Network or Promoter's television production
equipment, personnel and talent, as well as sufficient access for Network or
Promoter's television facilities, including Network or Promoter's mobile trucks,
as may be necessary to carry out the purposes of this Agreement. Any equipment
or personnel in such locations shall be solely at the risk of Promoter or
Network and
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neither Subsidiary nor Parent shall have any liability or responsibility for the
protection of Network or Promoter's equipment or personnel.
9.2 Promoter shall cause the Events to be televised live in the United
States commencing at about 4:00 p.m. Las Vegas time with the Main Event
commencing no earlier than 6:00 p.m. and no later than 7:00 p.m. Las Vegas time.
Promoter shall pay or cause to be paid all television production, set and
strike, talent and transmission costs and shall hold Subsidiary harmless
therefrom. Subsidiary shall provide for unimpeded access of working television
crews and equipment. Subsidiary shall not be responsible for providing auxiliary
power and/or lighting or any special scaffolding, additional equipment or
installation or removal for television, nor for the hook-up of power
distribution or for the cost of electricity consumed for auxiliary lighting,
these items being responsibility of Promoter.
9.3 Promoter shall provide the television contracts to the Nevada State
Athletic Commission as required by Nevada law.
9.4
9.4.1
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9.5 Subsidiary shall have the reasonable right of approval of camera
placement for the Events, so as to minimize the sight restrictions for ticket
holders, and Subsidiary will not unreasonably withhold approval. The television
production crew will do an on-site survey which shall be provided to Subsidiary
prior to Event tickets going on sale to assist in determining sight
restrictions.
9.6 Promoter agrees to allow Subsidiary access to program and iso-camera
feeds from the sports trucks to in-house Subsidiary television.
9.7 Except as set forth in Section 16, Promoter shall cause the live
broadcast of each of the Events to be blacked-out in the Las Vegas, Nevada
metropolitan area and the Laughlin, Nevada, metropolitan area.
9.8 Promoter shall cause the Events not to be broadcast on a delayed basis
in the Las Vegas, Nevada, metropolitan area and the Laughlin, Nevada,
metropolitan area with twenty-four (24) hours of the conclusion of the Events.
Any delayed broadcast shall not be announced, advertised or acknowledged by
Promoter or any broadcaster prior to the post-fight press conference.
9.9 Promoter shall cause each broadcaster engaging in satellite
transmission of any of the Events to cause all such satellite transmissions to
be encrypted, regardless of the satellite used, to ensure that television
receiver only satellite antennas will not be capable of receiving any such
transmission without the use of a decoder.
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9.10 Promoter will use its best efforts to prevent the unauthorized or
illegal public display of a live broadcast of the Events. Promoter shall
promptly investigate and respond to any potential unauthorized or illegal public
display of a live broadcast of the Events which are brought to Promoter's
attention and promptly advise Subsidiary of such matters.
SECTION 10
ANCILLARY RIGHTS
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10.1 Subsidiary shall have the right (and may grant others the right
subject in all cases of assignment to the prior written approval of Promoter,
such approval not to be unreasonably withheld), to reproduce, print, publish or
disseminate in any medium, the portrait, picture, likeness, and voice and
biographical material concerning Promoter and the Fighter Participants, for the
purpose of merchandising, advertising and/or promoting each Event and for
institutional advertising purposes including, but not limited to, the right to
permit members of the media to attend the training sessions of the Main Event
Boxers and to interview, photograph and film any of the Fighter Participants.
Subsidiary will not use the above individuals' names or likenesses in
endorsements without Promoter's prior approval and such approval shall not be
unreasonably withheld. Promoter warrants and represents that it has the legal
right and authority to grant the right to use the likenesses of persons as set
forth in this paragraph and agrees to provide, if requested, documentation of
such rights and
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indemnify and hold harmless Subsidiary and Parent against any and all claims
whatsoever arising from such licensed use.
10.2 With respect to Promoter's television rights to these Events,
Promoter, Network and its licensees shall have the right to reproduce, print,
publish or disseminate in any medium, the name and logo of MGM Grand, as news or
information and for advertising and promotional purposes solely in connection
with these Events. Such approval and use of the name and logo shall be deemed a
license or privilege only, which confers no property rights on Promoter, Network
and licensees, which may be revoked by Subsidiary at any time. Neither such
approval of name and use of logo nor anything herein shall be deemed to abridge
the right of Subsidiary to grant or license the use of the words "MGM" or "MGM
Grand" to any other person at any time. Subsidiary shall maintain approval
rights on any use of the name and logo of MGM Grand granted in the above
license. Promoter shall submit to Subsidiary any intended use, prior to such
use, and Subsidiary shall have three (3) days to provide approval or require
changes. After three (3) days, the proposed use shall be deemed approved.
SECTION 11
ADVERTISING PRESS CONFERENCES, LOCAL PUBLICITY AND APPEARANCE
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RESTRICTIONS
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11.1 Subsidiary shall incur Dollars ($ ) in
advertising costs for each Tyson Event. In addition, Subsidiary shall establish
a
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Dollar ($ ) advertising pool, to be spent on the Non-Tyson
Events at Promoter's discretion, subject to consultation with Subsidiary. The
advertising expenditures for each Non-Tyson Event shall not exceed
Dollars ($ ). Subsidiary shall maintain disbursement over
all advertising costs. Such costs shall be verifiable media buys, include
certifiable ratings and circulations, and disclose rates and commissions by the
buyer. Such costs shall include media placements, media production costs,
promotional materials, media credentials, billboards, press conferences, press
expenses, posters, video, buttons and banners. The site of the Event shall be
mentioned in all advertising. Any use of Subsidiary's logo shall be subject to
approval of Subsidiary.
11.2 Subsidiary and Promoter agree to jointly hold at least press
conferences related to each Tyson Event. of the press conferences are
to be held at mutually agreeable locations on mutually agreeable dates in
at the MGM Grand Hotel and one other mutually determined
site.
11.3 Promoter agrees to cause each of the Main Event Boxers to fully
cooperate and assist in the promotion, advertising and publicity of each Event.
Promoter agrees that each Main Event Boxer will appear and participate in press
conferences, media events and interviews via satellite or from the MGM Grand at
reasonable times and places as reasonably requested by Subsidiary.
11.4
26
11.5 In addition to the advertising funds above, Subsidiary may, at its
discretion and at its sole cost and expense, promote and publicize Events in the
relevant market as determined by Subsidiary. Promoter shall assist Subsidiary in
its advertising and promotional campaign for the Events and shall supply
information, photographs (both color and black & white) and materials for use in
their promotion of the bouts and shall cause the Main Event Boxers to reasonably
cooperate in such promotion, advertising and publicity.
SECTION 12
LICENSE AND COMPLIANCE
----------------------
12.1 Promoter shall obtain and pay for any necessary Promoter's license,
boxing licenses or permits, business licenses and any other license, permit or
fee that may be required by the Nevada State Athletic Commission or other
governmental agencies having jurisdiction for the Events and agrees to comply,
and to cause its agents and employees and the Fighter Participants and their
agents and employees to comply, with the terms of all applicable federal, state
and municipal laws including, but not limited to, the Nevada State Athletic
Commission, and any regulations promulgated thereunder and shall indemnify
and hold harmless Subsidiary and Parent from any penalties,fines, costs,
expenses or damages resulting from the failure to do
27
so by any such person. Promoter shall require each Fighter Participant to pay
all sanctioning fees due with respect to such Fighter Participant's services
related to the Events. Subsidiary shall have no responsibility to pay any
sanctioning fees with regard to the Events.
12.2 Each bout which is being sanctioned by a boxing organization, shall be
conducted in accordance with the rules and regulations of the recognized boxing
organization involved in the Events.
SECTION 13
FIGHTER CONTRACT AND BOUT CONDUCT
---------------------------------
Promoter shall cause all Fighter Participants to execute such contracts as
may be required to be filed with the Nevada State Athletic Commission. These
Events shall be conducted in accordance with the rules and regulations of the
Nevada State Athletic Commission and any regulatory body having jurisdiction.
SECTION 14
------------------------
28
SECTION 15
MERCHANDISING AND CONCESSIONS
-----------------------------
15.1 Promoter hereby licenses to Subsidiary the sole and exclusive right to
produce and manufacture promotional merchandise including, but not limited to
souvenirs, hats, t-shirts, banners and the like. Promoter shall be entitled to
produce the programs for these Events. Gross net proceeds from the sale of Event
programs and merchandise shall be .
Gross net proceeds are defined as the cash proceeds, less (i) the direct costs
to Subsidiary for
29
the manufacture of merchandise (or to Promoter for the manufacture of the
program) and labor costs, and (ii) less any taxes associated with said sale.
15.2 No complimentary programs or merchandise are permitted for any party
to this Agreement.
15.3 Promoter acknowledges Subsidiary's exclusive right, title and interest
in and to Subsidiary's logos and trademark ("Trademark"), and Promoter will not,
at any time, do or cause to be done any act or thing contesting or in any way
impairing or tending to impair any part of such right, title and interest.
Promoter shall not in any manner represent that it has any ownership in the
Trademarks or any registration thereof, and Promoter acknowledges that use of
the Trademarks shall not create in Promoter's favor any right, title or interest
in or to the Trademarks, but all uses of the Trademarks by the Promoter shall
enure to the benefit of Subsidiary. Promoter will at no time adopt or use any
word or xxxx similar to, or likely to be confused with, the Trademarks.
15.4 Subsidiary shall have the sole and exclusive right to operate or
license a third party to operate concessions for the sale of food and beverages
before, during and after the live Event and retain all proceeds therefrom.
SECTION 16
OTHER REVENUES
--------------
30
16.1
16.2
16.3
31
SECTION 17
POSTPONEMENT OR CANCELLATION
----------------------------
17.1 In the event: (a) a physician licensed by the Nevada State Athletic
Commission certifies that Tyson or his opponent is temporarily mentally or
physically disabled to such an extent that he cannot participate in any Event as
scheduled, (b) any Event is delayed or temporarily prevented from occurring on
the scheduled date by reason of an Act of God, fire, flood, storm, war, public
disaster, or any governmental or regulatory or boxing or athletic commission or
association enactment, determination or action, regulation or order ("Force
Majeure Event"), or (c) the Grand Garden is materially damaged by a Force
Majeure Event, or Subsidiary's performance of this Agreement is prevented or
materially frustrated by a Force Majeure Event or any other cause beyond
Subsidiary's reasonable control, (d) if any Fighter Participant shall fail or
refuse to participate in the Event for any reason (other than a breach of this
Agreement or in the case of Tyson, death or insurable permanent mental or
physical disability), or (e) the live telecast of the Event shall be prevented
for any reason beyond the reasonable control of Promoter, then Promoter shall
reschedule the Event to a date and time reasonably acceptable to Subsidiary
within sixty (60) days and, this Agreement shall apply to the rescheduled Event.
Any postponement under this Section shall extend the Maturity Date for a like
period of time.
17.2 If any Event shall not be conducted on the scheduled date (or
rescheduled date under Section 17.1), by reason of the breach of this Agreement
by Subsidiary or Promoter, then the injured party shall have available all of
the remedies allowed by
32
law or equity. Subsidiary and Promoter acknowledge that the rights granted under
this Agreement are personal, valuable and unique, such that a breach of any of
the material provisions of this Agreement will cause irreparable harm which
cannot be adequately compensated merely by monetary damages. The injured party
shall be entitled to equitable relief, including specific performance of this
Agreement and preliminary and permanent injunction relief.
SECTION 18
CREDENTIALS
-----------
Subsidiary and Promoter will mutually control all seats and credentials
issued to members of the news media and other persons in the "Ringside Press
Section" and will work with Promoter in the proper placement and approval of
said persons, with priority placement going to broadcasters for the scheduled
Events. Promoter and Subsidiary agree to hire Magna Media to assist in the
handling of credentials, (the cost of which will be considered an "advertising
expense"). The parties hereto specifically agree that these seats shall not be
provided to other parties in lieu of manifested tickets to the Events and
further, that parties involved with any of the fighters or participants on the
card who are not members of recognized media outlets shall not be permitted in
said "Ringside Press Section." The total number of access credentials shall be
determined and limited prior to each Event.
33
SECTION 19
ADVERTISING IDENTIFICATION
--------------------------
19.1 All advertising, promotions and press releases for this Event by the
parties shall read substantially as follows: "XXX XXXX PRODUCTIONS, INC. in
association with MGM GRAND HOTEL."
19.2 Promoter agrees to have included in all press releases, print
ads, television and radio commercials, announcements, promos and stuffer inserts
for the Events (and Pay-Per-View, cable, closed circuit and delayed broadcasts
of the Events), the fact that the MGM Grand is the site of the Event.
19.3 Promoter will use best efforts to have Main Event Boxers sign
( ) autographed Event posters for the scheduled Event for
Subsidiary priority clientele.
SECTION 20
INDEMNITY
---------
Each party agrees to indemnify and hold the other harmless from any and all
claims, demands, actions, liability, loss, judgments, costs, expenses, including
attorneys fees ("Covered Claims") arising out of, or by reason of, any injury,
damage or death to persons or property resulting from any act, omission or
negligence of the indemnifying party, its officers, directors, agents or
employees.
34
SECTION 21
ASSIGNMENT
----------
This Agreement shall not be assignable by the Promoter without the prior
written consent of Subsidiary, which shall not be unreasonably withheld. In the
absence of a written agreement to the contrary, no assignment shall act as a
release of Promoter from any terms, conditions or covenants hereunder.
Notwithstanding the preceding sentence, Promoter shall have the right, without
the consent of Subsidiary, to assign any of its rights under this Agreement or
any other agreement entered into pursuant to this Agreement to
and , who then shall also each be
jointly and severally liable for all terms, conditions, covenants and
obligations hereunder. The parties further understand and agree that Promoter
may act as and
agent, with respect to the receipt of any rights or benefits on
or behalf under
this Agreement or any other agreement entered into pursuant to this Agreement.
SECTION 22
CAPTIONS
--------
The captions appearing at the commencement of the sections hereof are
descriptive only and for convenience in reference to this Agreement and in no
way
35
whatsoever define, limit or describe the scope or intent of this Agreement, nor
in any way affect this Agreement.
SECTION 23
GOVERNING LAW AND FORUM
-----------------------
The laws of the State of Nevada applicable to contracts made and wholly
performed therein shall govern the validity, construction, performance and
effect of this Agreement. Any lawsuit to interpret or enforce the terms of this
Agreement or decide any dispute arising out of or related to it shall be brought
only in a court of competent jurisdiction in the State of Nevada.
Notwithstanding anything to the contrary elsewhere in this Agreement, neither
Parent nor Subsidiary shall be obligated to do anything that is prohibited by
any governmental body whose approval would be necessary to Subsidiary or Parent,
or to any other subsidiary or company in which Parent holds an interest, doing
business within the jurisdiction of such body.
SECTION 24
BINDING EFFECT
--------------
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. Except as
specifically provided in this Agreement, this Agreement is not intended to, and
shall not, create any rights in any person or entity whatsoever except
Subsidiary, Parent and Promoter.
36
SECTION 25
ENTIRE AGREEMENT
----------------
This Agreement and the Agreements attached hereto as Exhibits contain the
entire agreement between the parties and all prior understandings or agreements
are merged into this Agreement and the Agreements attached hereto. This
Agreement and the Agreements attached hereto may only be modified in writing
signed by Promoter and a duly authorized officer of Subsidiary and Parent. No
officer, director, employee or representative of Subsidiary has any authority to
make any representations or promises not contained in this Agreement or the
Agreements attached hereto and Promoter expressly agrees that it has not
executed this Agreement or the Agreements attached hereto in reliance on any
such representation or promise.
SECTION 26
NO IMPROPER INDUCEMENTS
-----------------------
Promoter represents and warrants that neither Promoter nor any of its
officers, directors, employees or agents have given or agreed to give any sums,
gifts, gratuities or thing of value to any officer, director, employee or agent
of Subsidiary or Parent to secure or maintain the business relationship
contemplated by this Agreement.
37
SECTION 27
NOTICES
-------
27.1 Any and all notices and demand by or from any party required or
desired to be given hereunder shall be in writing and shall be validly given or
made if served personally, sent by a nationally recognized overnight courier, or
by telecopier with a confirmation copy sent by United States mail, certified or
registered, postage prepaid, return receipt requested. Such notice or demand
shall be conclusively deemed given upon receipt or attempted delivery, whichever
is sooner.
27.2 Any notice or demand to Subsidiary shall be addressed to:
Xxxxxx Xxxxxxxx
Vice President/Special Events
MGM Grand, Inc.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
WITH A COPY TO:
Xxxxxx X. Xxxxxxxx
Vice President and General Counsel
MGM Grand Hotel, Inc.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
27.3 Any notice or demand to Parent shall be addressed to:
Xxxxxx Xxxxxxx
Executive Vice President/General Counsel
MGM Grand, Inc.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
27.4 Any notice or demand to Promoter shall be addressed to:
Xxx Xxxx, President
Xxx Xxxx Productions, Inc.
000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx
Xxxxxxx Xxxx, Xxxxxxx 00000
38
WITH A COPY TO:
Xxxxxxx X. Xxxxx, Esq.
c/o Xxx Xxxx Productions, Inc.
000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx
Xxxxxxx Xxxx, Xxxxxxx 00000
WITH A COPY TO:
Xxxxxxx X. Xxxxxx, Esq.
Xxxxxx & Austin
Xxx Xxxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
27.5 Any party hereto may change his or its address for the purpose of
receiving notices or demands as herein provided by a written notice given in
the manner aforesaid to the other party hereto, which notice of change of
address shall not become effective, however, until the actual receipt thereof by
the other party.
SECTION 28
ATTORNEY'S FEES
---------------
In any action or proceeding to enforce the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees and costs
incurred, whether or not the action is reduced to judgment.
SECTION 29
CONSTRUCTION
------------
The terms and conditions of this Agreement shall be construed as a whole
according to its fair meaning and not strictly for or against either Subsidiary,
Parent
39
or Promoter. The parties acknowledge that each of them has reviewed this
Agreement and has had the opportunity to have it reviewed by their attorneys and
that any rule or construction to the effect that ambiguities are to be resolved
against the drafting party shall not apply in the interpretation of this
Agreement, or any amendment.
SECTION 30
PARTIAL INVALIDITY
------------------
If any term, provision, covenant or condition of this Agreement or any
application thereof, should be held by a court of competent jurisdiction to be
invalid, void or unenforceable, all provisions, covenants and conditions of this
Agreement, and all applications thereof, not held invalid, void or
unenforceable, shall continue in full force and effect and shall in no way be
affected, impaired or invalidated thereby.
40
SECTION 31
NO AGENCY
---------
Nothing herein shall cause the parties to be deemed the agent,
representative, partner or joint venturer of the other and neither party shall
be authorized to bind the other in any manner nor shall either party represent
itself to others to have such authority.
AGREED and ACCEPTED
XXX XXXX PRODUCTIONS, INC MGM GRAND HOTEL, INC.
By: /s/ Xxx Xxxx By: /s/ Xxxxx X. Xxxxx
----------------------------- ------------------------------
XXX XXXX XXXXX X. XXXXX
Chairman/President Chairman/President/CEO
Date: 5/24/95 Date: 5/24/95
--------------------------- ----------------------------
MGM GRAND, INC.
By: /s/ Xxxx Xxxxxxxxxx Date: 5/24/95
----------------------------- ----------------------------
XXXX XXXXXXXXXXX
Executive VP & CFO
I acknowledge reviewing the attached Promotion and Ancillary Rights
Agreement dated as of March 15, 1995 by and among XXX XXXX PRODUCTIONS, INC.,
MGM GRAND HOTEL, INC. and MGM GRAND, INC. (the "Agreement") and the Exhibit
Agreements referred to therein. In order to induce MGM Grand Hotel, Inc. to
enter into such Agreements, I agree to perform the services contemplated of me,
as provided in such Agreements. Furthermore, I hereby represent to MGM Grand,
Inc. and Xxx Xxxx Productions, Inc. that: (i) any MGM Shares I am acquiring
through Xxx Xxxx Productions, Inc. as my agent as contemplated by Section 21 of
the Agreement are being acquired for my own account and not with a view to
reselling or distributing
41
the MGM Shares, (ii) I have such knowledge and experience in financial and
business matters that I am capable of evaluating the merits and risks of my
investment in the MGM Shares, (iii) I am able to bear the complete loss of my
investment in the MGM Shares, (iv) I have had the opportunity to ask questions
of, and receive answers from MGM Grand, Inc. concerning the terms and conditions
of the offering of the MGM Shares and to obtain additional information about MGM
Grand, Inc., and to discuss all aspects of the transactions described in such
Agreements and the risks thereof for me, with independent counsel of my choice;
(v) I am an "accredited investor" as defined in Rule 501 promulgated under the
Securities Act of 1933, as amended and (vi) I acknowledge the MGM Shares that I
am acquiring through Xxx Xxxx Productions, Inc., are subject to the Advance Note
Security Agreement and the Stock Note Security Agreement.
By: /s/ Xxxx Xxxxx
------------------------------------
XXXX XXXXX
Date: 5/24/95
----------------------------------
I acknowledge reviewing the attached Promotion and Ancillary Rights
Agreement dated as of March 15, 1995 between XXX XXXX PRODUCTIONS, INC., MGM
GRAND HOTEL, INC. and MGM GRAND, INC. (the "Agreement") and the Exhibit
Agreements referred to therein. I have approved, as Xxxx Xxxxx'x manager, his
obligations as provided in such Agreements. Furthermore, I hereby represent to
MGM Grand, Inc. and Xxx Xxxx Productions, Inc. that: (i) any MGM Shares I am
acquiring through Xxx Xxxx Productions, Inc. as my agent as contemplated by
Section 21 of the Agreement are being acquired for my own account and not with a
view to reselling or distributing the MGM Shares, (ii) I have such knowledge and
experience in financial and business matters that I am capable of evaluating the
merits and risks of my
42
investment in the MGM Shares, (iii) I am able to bear the complete loss of my
investment in the MGM Shares, (iv) I have had the opportunity to ask questions
of, and receive answers from MGM Grand, Inc. concerning the terms and conditions
of the offering of the MGM Shares and to obtain additional information about MGM
Grand, Inc., and to discuss all aspects of the transactions described in such
Agreements and the risks thereof for me, with independent counsel of my choice;
(v) I am an "accredited investor" as defined in Rule 501 promulgated under the
Securities Act of 1933, as amended and (vi) I acknowledge the MGM Shares that I
am acquiring through Xxx Xxxx Productions, Inc., are subject to the Advance Note
Security Agreement and the Stock Note Security Agreement.
By: /s/ Xxxx Xxxxx By: /s/ Xxxx Xxxxxxxx
------------------------------ -----------------------------
XXXX XXXXX XXXX XXXXXXXX
Date: 5/24/95 Date: 5/24/95
---------------------------- ---------------------------
I acknowledge reviewing the attached Promotion and Ancillary Rights
Agreement dated as of March 15, 1995 between XXX XXXX PRODUCTIONS, INC., MGM
GRAND HOTEL, INC. and MGM GRAND, INC. (the "Agreement") and the Exhibit
Agreements referred to therein. I hereby represent to MGM Grand, Inc. and Xxx
Xxxx Productions, Inc. that: (i) any MGM Shares I am acquiring through Xxx Xxxx
Productions, Inc. as my agent as contemplated by Section 21 of the Agreement are
being acquired for my own account and not with a view to reselling or
distributing the MGM Shares, (ii) I have such knowledge and experience in
financial and business matters that I am capable of evaluating the merits and
risks of my investment in the MGM Shares, (iii) I am able to bear the complete
loss of my investment in the MGM Shares, (iv) I have had the opportunity to ask
questions of, and receive answers from MGM Grand, Inc. concerning the terms and
conditions of the offering of the MGM
43
Shares and to obtain additional information about MGM Grand, Inc., and to
discuss all aspects of the transactions described in such Agreements and the
risks thereof for me, with independent counsel of my choice; (v) I am an
"accredited investor" as defined in Rule 501 promulgated under the Securities
Act of 1933, as amended and (vi) I acknowledge the MGM Shares that I am
acquiring through Xxx Xxxx Productions, Inc., are subject to the Advance Note
Security Agreement and the Stock Note Security Agreement.
By: /s/ Xxx Xxxx By: /s/ Xxxxxxxxx Xxxx
-------------------------------- --------------------------------
XXX XXXX XXXXXXXXX XXXX
Date: 5/30/95 Date: 5/30/95
------------------------------ -----------------------------
44
November 27, 1995
Xxxx Xxxxxxxxxxx
President
MGM Grand, Inc.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Dear Xx. Xxxxxxxxxxx,
This letter agreement will confirm the principal terms and conditions of the
Agreement by and among Xxx Xxxx Productions, Inc. ("DKP"), MGM Grand Hotel,
Inc. ("Subsidiary") and MGM Grand, Inc. ("Parent") with respect to a
professional boxing match between Xxxx Xxxxx ("Tyson") and Xxxxxx Xxxxxx (or
another comparable non-champion opponent) hereinafter called the "Tyson
Interim Bout") to occur in December of 1995 or January of 1996. The Tyson
Interim Bout shall take place before his next scheduled Bout under the
Agreement.
It is hereby agreed by and among each of the parties as follows:
1. The Tyson Interim Bout shall not be deemed a "Tyson Event" as defined
in the Promotion and Ancillary Rights Agreement dated as of March 5,
1995 (the "MGM Agreement") by and among DKP and Subsidiary and Parent
for any purposes, which means inter alia, there are five (5) remaining
Tyson Events to be held at Grand Garden or other site as selected by
Subsidiary.
2. Sections 1.2 and 5.1(a) of the MGM Agreement, and the second paragraphs
of each of the Advance Note and the Stock Note (as defined in the MGM
Agreement) are each hereby amended by substituting the date "January
25, 1998" for the date "September 25, 1997" and Section 2.1 of the
Registration Rights Agreement (as defined in the MGM Agreement) is
hereby amended by substituting the date "August 15, 1997" for the date
"April 15, 1997."
3. DKP hereby grants to Subsidiary a credit of to be used by
Subsidiary, at its election, either (i) to purchase tickets to Tyson
Events as provided by Section 6.2 of the MGM Agreement, (ii) to reduce
Subsidiary's obligation under Section 11.1 of the MGM Agreement to
incur of advertising costs for Tyson Events, or (iii) any
combination of clauses (i) and (ii).
4. The parties will cooperate with each other (each at their respective
expense) to prepare and execute such documents as may be reasonably
required or desirable to carry out the provisions of this letter
agreement.
As a result, and without limiting the generality of the foregoing:
(i) Subsidiary shall not be obligated to provide to Promoter, the Grand
Garden Arena, a boxing ring, complimentary rooms, suites and food and
beverages, or any of the other obligations of Subsidiary as provided in
the MGM Agreement.
(ii) DKP shall have the sole right and authority to stage the Tyson Interim
Bout, provided that DKP agrees that the Tyson Interim Bout______ .
(iii) All aspects of the Tyson Interim Bout (including without limitation,
production, distribution and transmission responsibilities) shall be
the sole responsibility of DKP, and with respect to all of the
foregoing, neither Parent nor Subsidiary assumes any liability or
duties nor shall they be liable to any third party.
(iv) All costs and expenses incurred in connection with the Tyson Interim
Bout (including without limitation, all purses, staging, production,
distribution and transmission costs and expenses) shall be the sole
responsibility of DKP, and with respect to all of the foregoing costs
and expenses, neither Parent nor Subsidiary assumes any liabilities or
duties and neither Parent nor Subsidiary shall be liable to any third
person.
(v) With regard to subparagraphs 4(iii) and (iv), DKP shall indemnify and
hold harmless MGM with respect to any third party claim arising out of
the Tyson Interim Bout.
5. The terms of this agreement shall remain in full force and effect
regardless of whether the Tyson Interim Bout is held, and DKP agrees
and will include necessary language in the contract it enters into with
any third party to stage the Tyson Interim Bout that the Tyson Interim
Bout, including any postponements, must be held no later than January
15, 1996.
In the event of any inconsistency between this letter agreement and any
other agreement between the parties, this letter agreement shall be deemed to
be controlling with respect to the subject matter hereof.
Please sign where indicated below to confirm your agreement with the
foregoing, and upon our counter-signature, this letter agreement shall become
a binding agreement among the parties.
/s/ /s/
------------------------------------- -------------------------------------
Xxx Xxxx Productions, Inc. MGM Grand, Inc.
/s/
-------------------------------------
MGM Grand Hotel, Inc.
