AMENDMENT NO. 1 TO PROFIT INTEREST AGREEMENT
Exhibit
10.31
AMENDMENT
NO. 1
TO
AMENDMENT NO. 1, dated as of February
2, 2010, to PROFIT INTEREST AGREEMENT, dated as of February 2, 2010, by and
between [AGRL Subsidiary] at P.O. Box 957, Offshore Incorporations Centre, Road
Town, Tortola, British Virgin Islands, a company incorporated in the British
Virgin Islands with limited liability (the “Buyer”); and [VIP Gaming Promoter]
[address] (the “Seller”).
WITNESSETH:
A. The
Buyer and the Seller have entered into the Profit Interest Agreement;
and
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B.
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The
Buyer and the Seller desire to amend the Profit Interest Agreement as set
forth herein.
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In
consideration of the foregoing and the mutual understanding contained herein,
the parties agree as follows:
1. Section
8.2 of the Profit Interest Agreement is hereby amended to read as follows,
effective as of the Closing Date (as defined in the Profit Interest
Agreement):
8.2 By their execution of
this Agreement in the place provided below, Xx. Xxx Man Pou and Xx. Xxxx Hon Kun
agree that they will make loans to the Buyer’s parent company, Asia Gaming &
Resort Limited, a Hong Kong corporation (“AGRL”), for use by AGRL for working
capital and to make loans to the Seller and the other VIP gaming promoters that
have entered into agreements with other subsidiaries of AGRL similar to this
Agreement, such loans to be in an amount not less than HK $150,000,000 on and
after the Closing Date and not less than HK $350,000,000 on and after March 31,
2010 and until this Agreement is terminated. Such commitment on the
part of Xx. Xxx and Xx. Xxxx shall terminate at the end of the fiscal quarter
that AGRL’s working capital is not less than HK $775,000,000, exclusive of any
working capital provided by Xx. Xxx and Xx. Xxxx.
2. As
amended hereby, the Profit Interest Agreement shall remain in full force and
effect.
DATED as
of the date first written above
BUYER SELLER
[Subsidiary] [VIP
Gaming Promoter]
By:
______________________ By:
_____________________
(Name and
Title) (Name
and Title)
The
undersigned hereby agree to the provisions of this Amendment No. 1 to Profit
Interest Agreement.
_______________________________ __________________________
Xxx Man
Xxx Xxxx
Xxx Xxx
