Victorian Current Acts Victorian Current ActsSchedule 6—Fifth deed of variation to the management agreement
MELBOURNE CASINO PROJECT
DEED dated 1 October 1998
BETWEEN THE HONOURABLE ROGER M. HALLAM MLC , the Minister of the Crown for the time being administering the Casino Control Act acting for and on behalf of the State of Victoria (' State ')
AND CROWN LIMITED ACN 006 973 262 of 8 Whiteman Street, Southbank, Victoria (' Company ')
RECITALS
A. The State and the Company entered into an agreement dated 20 September 1993 ratified by and scheduled to the Casino (Management Agreement) Act 1993 (' Management Agreement ').
B. The Management Agreement was varied by:
(a) a deed of variation dated 14 November 1994 ratified by and scheduled to the Casino (Management Agreement) (Amendment) Act 1994 ;
(b) a deed of variation dated 12 October 1995 ratified by and scheduled to the Casino (Management Agreement) (Further Amendment) Act 1995 ;
(c) a deed of variation dated 3 June 1996 ratified by and scheduled to the Gaming Acts (Amendment) Act 1996 ; and
(d) a deed of variation dated 7 November 1996 ratified by and scheduled to the Casino (Management Agreement) (Amendment) Act 1996 .
C . The parties have agreed to further vary the Management Agreement as provided in this document.
AGREEMENT
1. Definitions
Unless the context otherwise requires or the contrary intention appears, terms defined in the Casino Control Act or the Management Agreement have the same meaning when used in this document.
2. Ratification and operation of provisions
2.1 A Minister of the State must introduce and sponsor a Bill in the Parliament of Victoria to ratify this document as soon as reasonably practicable after its execution.
2.2 Clauses 3 and 4 of this document shall come into operation on the date on which the Bill referred to in clause 2.1 receives Royal Assent.
2.3 Clauses 1, 2, 5, 6 and 7 of this document shall come into operation on the date of this document.
2.4 If the condition in clause 2.2 is not satisfied by 31 January 1999 or such later date agreed by the parties, this document other than clause 5 will terminate. Following such termination neither party shall have any claim against the other with respect to any matter or thing antecedent to or arising out of or done, performed, or omitted to be done or performed under this document.
3. Variation of Management Agreement
The State and the Company agree to vary the Management Agreement in the following manner:
(a) the definition of ' Completion Date ' in clause 2 shall be varied by deleting from paragraph (e) '1999' and substituting '2003';
(b) clause 10.4 is varied by:
(i) deleting the words 'as soon as practicable'; and
(ii) inserting at the end of the clause the words 'within sufficient time to enable their Completion by the relevant Completion Date';
(c) clause 16.9(b) is varied by:
(i) inserting the words 'and section 81J of the Casino Control Act' after the words 'clauses 22 and 22A'; and
(ii) deleting the word 'and' after the words 'Gross Gaming Revenue' and substituting a comma; and
(iii) inserting the words 'and gross betting revenue' after the words 'Commission Based Players' Gaming Revenue'.
4. Bank Guarantee
4.1 On or before 1 January 2000, the Company must provide to the State an unconditional guarantee or letter of credit issued by a bank or banks acceptable to the State's Nominated Representative and in a form approved by the State's Nominated Representative to pay to the State on demand up to $25 000 000.
4.2 The guarantee or letter of credit required under clause 4.1 is to be provided in substitution for the Bank Guarantee currently provided to the State under clause 18.1 of the Management Agreement, and will be the Bank Guarantee for the purposes of clause 18.2 of the Management Agreement.
4.3 A breach by the Company of clause 4.1 shall be taken to be a breach of the Management Agreement for the purposes of clause 25.2 of the Management Agreement.
5. Force Majeure Event
The Company acknowledges that none of the negotiation, preparation and execution of this document, its ratification under clause 2 or any of the circumstances relating to or giving rise to the creation of this document has or will cause or create any Government Action or Force Majeure Event.
6. Confirmation of other terms
6.1 The parties acknowledge and confirm that except as varied by this document the terms and conditions of the Management Agreement remain in full force and effect.
6.2 Without limiting clause 6.1, the Company acknowledges and confirms that:
(a) subject to clause 16.3 of the Management Agreement, the Company shall be liable for liquidated damages under clause 17 of the Management Agreement if the Lyric Theatre and the Southern Tower of the Hotel are not Completed and open for business by the Completion Date; and
(b) the Company must comply with the
requirements of clause 13.1 of the Management Agreement in relation to
materials, fittings, equipment and workmanship utilised in carrying out the
construction of the Melbourne Casino Complex.
7. General provisions
Clauses 33 and 35 to 40 (inclusive) of the Management Agreement apply to this document as if expressly included in this document.
EXECUTED as a deed.
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SIGNED by THE HONOURABLE ROGER M. HALLAM MLC for and on behalf of the State of Victoria in the presence of |
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ROGER M HALLAM |
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ANNA O'SULLIVAN | | |
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THE COMMON SEAL of CROWN LIMITED is affixed in accordance with its articles of association in the presence of |
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P ROWEC | |
L J WILLIAMS |
Sch. 7 inserted by No. 24/2000 s. 9.