EXHIBIT 10.14
RCT = Request Confidential Treatment
FIRST AMENDMENT TO CARDIVAN 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 CARDIVAN COMPANY ("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. Purpose. Section 1 is hereby modified by adding the
following after the last sentence:
Licensee shall have the exclusive right, at its option, to
operate Devices in New Locations operated by Licensor at the
fees set forth in this First Amendment provided that, if
Licensee elects not to operate Devices in any New Location(s),
Licensee shall be released and discharged of its obligation to
pay any license fees to Licensor for such location(s) and
Licensor may contract with an alternative route operator to
operate Devices at the locations not accepted by Licensee.
Licensee shall make its election with respect to each
potential New Location within thirty (30) days of written notice
by Licensor of the availability of a New Location, provided
however that such notice by Licensor shall not be given more
than nine (9) months prior to the opening of any such location.
4. License. The next to the last sentence of Section 2 is
amended by adding the following at the beginning thereof: "Subject to the
provisions of Section 1".
5. 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 obtaining the approval of the Nevada Gaming
Commission, Licensee shall not be required to have a full time adult
change attendant at at Location having RCT or fewer Devices. In
all New Locations in which Licensee elects to operate Devices,
including the six (6) Rite Aid locations in which Licensee hereby
agrees to operate Devices (the "Six Locations")*, Licensee may, in
its sole discretion place up to RCT but no less than RCT Devices
at each such location. In the event that Licensee elects to place
Devices in any New Location, including the Six Locations, it shall
nevertheless have no obligation to do so until receipt of
appropriate approval by the Nevada Gaming Commission.
____________________________
*The Six Locations are:
Xxxxx County
Rite Aid #6322 Rite Aid #6345
0000 Xxxxx Xxx Xxxxx Xxxx. North 0000 X. Xxxxxxxx Xxxx
Xxx Xxxxx, XX 00000 Xxx Xxxxx, XX 00000
Rite Aid #6257 Rite Aid #6113
6685 East Lake Xxxx 0000 X. Xxxxxxxxxx Xxxx.
Xxx Xxxxx, XX 00000 Xxx Xxxxx, XX 00000
Non Xxxxx County
Rite Aid #6354 Rite Aid #6364
1980 X. Xxxxxx 000 Xxxx Xxxxxxxx Xxx.
Xxxxxx Xxxx, XX 00000 Xxxxxx, XX 00000
6. 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.
7. Fees. Section 4 is modified by deleting Sections 4a and 4b,
in their entirety, including the fee amounts and increases there
scheduled, and substituting therefore the fee schedule attached hereto as
exhibit "Amendment A."
Section 4c is modified by deleting it in its entirety and
substituting therefore, the following:
During the term of this Agreement, as here amended, if Licensor
opens or acquires any New Location and Licensor determines to
include Devices at such New Location, and if Licensee elects to
exercise its right to place Devices in such New Location, then,
the fees due to be paid for each such New Location in which
Licensee in fact places Devices shall be RCT of the then
applicable monthly fee as set forth on Exhibit "Amendment A"
hereto during the RCT period following the date
any such New Location is opened for business by Licensor;
provided, that if Licensor has not taken all steps required to
be taken by it to permit Licensee to commence operations at a
New Location in which Licensee has elected to place Devices, the
RCT period shall not commence until all such actions have been
taken.
Section 4 is further modified by adding new Subsection 4(g) as
follows:
Notwithstanding anything contained herein to the contrary,
during the term of this Agreement as hereby amended, Licensee
shall pay a license fee of RCT per month for each of the Six
Locations, commencing with respect to each Location ont he date
on which Devices are installed and are allowed to operate pursuant
to all required gaming licenses and permits having been obtained
for each such Location. Such installation shall be made reasonably
promptly after approval. Prior to said commencement date, there
shall be no liability or obligation for any license fee for said
Six Locations. Fees for any partial month shalal be proprated.
Section 4 is further modified by adding new Subsection 4(h) 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.
8. Use and Operation. Section 7 is hereby modified by adding
the following after the last sentence:
With respect to any Licensed Location, (including the Six
Locations and any New Location in which Licensee elects to place Devices),
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 the age of 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.
9. 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.
10. 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.
11. 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.
12. 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 first set forth hereinabove.
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
CARDIVAN COMPANY
RCT RCT RCT
___ ___ ___
Monthly Monthly Monthly
# Stores Fee Fee Fee
________ _______ _______ _______
Stores - Xxxxx County 00 XXX XXX XXX
XXX xxxxxx - Xxxxx Xxxxxx 3 RCT RCT RCT
Stores - non-Xxxxx County 4 RCT RCT RCT
Store - Gardnerville 1 RCT RCT RCT
__
23
Other stores - Xxxxx County 4 RCT RCT RCT
Other stores - non-Xxxxx County 2 RCT RCT RCT
__
6
__
Total stores 29
__
Stores - Xxxxx County
Rite Aid #6193
0000 X. Xxxxx Xxxx
Xxxxx Xxx Xxxxx, XX 00000
Rite Aid #6217
000 X. Xxxxxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6220
0000 Xxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6221
0000 X. Xxxx Xxxx Xxxx.
X. Xxx Xxxxx, XX 00000
Rite Aid #6222
0000 Xxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Rite Aid #0000
00 Xxxxx Xxxxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6245
0000 X. Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6250
0000 X. Xxxxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6260
0000 Xxxxxx Xxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Rite Aid #6261
0000 Xxx Xxxxx Xxxx. Xxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6271
0000 Xxxx Xxxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6272
0000 X. Xxxxx Xx.
Xxx Xxxxx, XX 00000
Rite Aid #6277
0000 Xxx Xxxxx Xxxx. Xxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6292
0000 X. Xxxxxxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6296
000 X. Xxxxxxxx
Xxxxxxxx, XX 00000
TPI Stores - Xxxxx County
Rite Aid #6114
0000 X. Xxxxxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6115
0000 X. Xxxxxxxx Xxxxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6116
0000 X. Xxxxxx Xxx
Xxx Xxxxx, XX 00000
Stores - Non Xxxxx County
Rite Aid #6247
0000 Xxx Xxxxxx Xxxx.
Xxx Xxxxxx, XX 00000
Rite Aid #6279
0000 X. Xxxxxx Xxx
Xxxxxx, XX 00000
Rite Aid #6281
0000 X. Xxxxxxxx
Xxxx, XX 00000
Rite Aid #6290
0000 Xxxx Xxxxx
Xxxx, XX 00000
Store - Gardnerville
Rite Aid #6121
0000 Xxxxxxx 000 Xxxxx
Xxxxxxxxxxxx, XX 00000
Other stores - Xxxxx County
Rite Aid #6113
0000 X. Xxxxxxxxxx Xxxx.
Xxx Xxxxx, XX 00000
Rite Aid #6257
0000 Xxxx Xxxx Xxxx
Xxx Xxxxx, XX 00000
Rite Aid #6322
0000 Xxx Xxxxx Xxxx. Xxxxx
Xxx Xxxxx, XX 00000
Rite Aid #6345
0000 X. Xxxxxxxx Xxxx
Xxx Xxxxx, XX 00000
Other stores - Non Xxxxx County
Rite Aid #6354
0000 X. Xxxxxx
Xxxxxx Xxxx, XX 00000
Rite Aid #6364
000 Xxxx Xxxxxxxx Xxx.
Xxxxxx, XX 00000
