Common use of MINIMUM GUARANTEES Clause in Contracts

MINIMUM GUARANTEES. THC shall pay to NHLE annual Minimum Guarantees in the following amounts: a. Year 1: $ b. Year 2: $ c. Year 3: $ d. Year 4: $ e. Year 5 (if applicable): $ . As security for THC's obligation to pay the Minimum Guarantees, THC shall deliver to NHLE on or before June 15, 2000 an irrevocable standby letter of credit for the benefit of NHLE in the amount of $ in a form acceptable to NHLE and THC's bank, acting reasonably (the "LETTER OF CREDIT"). The Letter of Credit (or a replacement letter of credit in a form identical to, and subject to the same terms as, the Letter of Credit) shall remain open for the Term or such longer period as may be necessary to satisfy THC's obligations under the License. In the event that THC defaults by failing to pay in full when due any Minimum Guarantee, or installment thereof, and fails to cure such default in full within twenty (20) days of receipt of notice from NHLE, NHLE may draw upon the Letter of Credit to satisfy such obligation of THC. In the event that NHLE draws upon the Letter of Credit, THC shall be obligated to replenish the Letter of Credit immediately. If THC shall fail to replenish the Letter of Credit as required, NHLE shall have the right to terminate the License. Notwithstanding anything to the contrary contained in the 1998 License, player pants shall be deemed to have been included in such 1998 License as one of the equipment categories under the Jofa brand name for which THC shall pay the aggregate annual On-Ice Fee set forth in Paragraph 9.E of the 1998 License. Royalties earned and paid to NHLE on sales during a particular License Year of the Products listed in Paragraphs 5.a, 5.b and 5.d hereof shall be credited towards the Minimum Guarantee due for such License Year. No other amounts (including without limitation royalties earned on sales of the Products set forth in Paragraph 5.c hereof and all fees ("ON-ICE FEES") paid by THC for the right to supply NHL players with equipment on-ice bearing THC brand names during NHL games) shall be credited towards the Minimum Guarantees due hereunder. The parties agree that the payment of On-Ice Fees by THC shall continue to be governed by Paragraph 9.E of the 1998 License. THC shall be obligated to pay no less than the full amount of the annual Minimum Guarantee for each License Year. If at the end of the Term (whether or not such Term was shortened as a result of a Change of Control (as defined below)) there have been both License Years in which THC has sold Products resulting in Royalties ("EARNED ROYALTIES") which exceeded the Minimum Guarantee for such year ("OVERAGES") and License Years in which Earned Royalties were less than the Minimum Guarantee for such year ("SHORTFALLS"), then: (i) if the aggregate amount of the Overages exceeds the aggregate amount of the Shortfalls, NHLE shall refund to THC the aggregate amount of the Shortfalls; or (ii) if the aggregate amount of the Shortfalls exceeds the aggregate amount of the Overages, NHLE shall refund to THC the aggregate amount of the Overages.

MINIMUM GUARANTEES. THC Nothwithstanding anything herein contained, the Licensee hereby provides to WagerLogic the following revenue guarantees (all amounts paid to WagerLogic under this Paragraph 5.3 are hereinafter referred to as the “Minimum Guarantee Amounts”): (a) Upon WagerLogic developing a Poker Skin Room, the Licensee hereby guarantees that from and after the go-live date of the said Poker Skin Room, the said poker room shall pay to NHLE annual Minimum Guarantees generate Poker Revenue in the following amounts: a. Year 1: $ b. Year 2: $ c. Year 3: $ d. Year 4: $ e. Year 5 (if applicable): $ . As security for THC's obligation to pay the Minimum Guarantees, THC shall deliver to NHLE on or before June 15, 2000 an irrevocable standby letter of credit for the benefit of NHLE in the minimum amount of $ in a form acceptable to NHLE and THC's bankUSD $50,000 per Month, acting reasonably (the "LETTER OF CREDIT"“Poker Room Minimum”). The Letter of Credit (or a replacement letter of credit in a form identical to, and subject to the same terms as, the Letter of Credit) shall remain open for the Term or such longer period as may be necessary to satisfy THC's obligations under the License. In the event that THC defaults by failing to pay in full when due during any Minimum GuaranteeMonth of the Term, or installment thereof, and a Poker Skin Room fails to cure such default generate an amount of Poker Revenue equal to the Poker Room Minimum, it is expressly agreed that, when calculating WagerLogic’s entitlement under Paragraph 5.2.2 hereof, each Poker Skin Room which has failed to generate revenue equal to the Poker Room Minimum, shall be deemed to have generated Poker Revenue equal to the Poker Room Minimum. Notwithstanding the forgoing, the Poker Room Minimum shall terminate in full within twenty the event that Licensee provides WagerLogic a notice of cancellation of a particular Poker Skin and WagerLogic shall no longer be required to provide operations for PokerSkin for the rest of the Term; (20b) days Upon WagerLogic developing an Additional Language Poker Room, the Licensee hereby guarantees that from the go-live date of receipt of notice from NHLEthe said Additional Language Poker Room, NHLE may draw upon WagerLogic shall earn minimum annual licensee revenue under Paragraph 5.2.2 and attributable to the Letter of Credit said Additional Language Poker Room equal to satisfy such obligation of THCUSD $200,000 (the “Minimum Language Fee”). In the event that NHLE draws upon during any Month of the Letter of CreditTerm, THC WagerLogic fails to earn a minimum Monthly licensee fee under Paragraph 5.2.2 and attributable to the Additional Language Poker Room equal to USD $21,000, WagerLogic shall be obligated entitled to replenish receive the Letter of Credit immediately. If THC shall fail to replenish the Letter of Credit as required, NHLE shall have the right to terminate the License. Notwithstanding anything to the contrary contained in the 1998 License, player pants shall be deemed to have been included in such 1998 License as one shortfall out of the equipment categories under the Jofa brand name for which THC shall pay the aggregate annual On-Ice Fee set forth in Paragraph 9.E of the 1998 License. Royalties earned and paid to NHLE on sales during a particular License Year of the Products listed in Paragraphs 5.a, 5.b and 5.d hereof shall be credited towards the Minimum Guarantee due for such License Year. No other amounts (including without limitation royalties earned on sales of the Products set forth in Paragraph 5.c hereof and all fees ("ON-ICE FEES") paid by THC Licensee Net Revenues for the right to supply NHL players with equipment on-ice bearing THC brand names during NHL gamesMonth; provided that any monthly payments made under this subparagraph (b) shall be credited towards subject to annual adjustment, and any over-payment of amounts in respect of the Minimum Guarantees due hereunderLanguage Fee shall be reimbursed to the Licensee as soon after the annual review as is reasonably possible. The parties agree Licensee’s obligations under this Paragraph 5.3(b) shall be subject to the following: i. The Licensee shall have no minimum guarantee obligations in respect of an Additional Language Poker Room in respect of any period subsequent to the one year anniversary date of the go-live date of the subject Additional Language Poker Room; ii. From and after the time that WagerLogic completes its software platform upgrade known as “Agile” to such degree as to allow for the delivery of additional languages to WagerLogic Licensees as part of WagerLogic’s basic internet poker room software package, any languages requested by the Licensee which are launched at least Three (3) months prior to, or at any time after the subject Agile upgrade, shall not, from and after the launch of the subject Agile upgrade, be subject to a minimum guarantee or any extra charges hereunder, it being acknowledged and agreed that WagerLogic shall provide Licensee with at least Three (3) Months advanced notice before the launch of the Agile upgrade; (c) Upon delivery of the Casino in Poker, the licensee hereby guarantees that from and after the go-live of the Casino in Poker, WagerLogic shall earn minimum annual license revenue under Paragraph 5.2.2 and derived from the Casino in Poker equal to USD $500,000 (the “Annual Casino in Poker Minimum”). In the event that during any calendar quarter of the Term, WagerLogic fails to earn minimum license revenue under Paragraph 5.2.2 and derived from the Casino in Poker equal to USD $125,000.00, WagerLogic shall be entitled to receive the shortfall out of the future Licensee Net Revenues; provided that any overpayment of amounts in respect of the Annual Casino in Poker Minimum shall be reimbursed to the Licensee as soon after the annual review as is reasonably possible. (d) Upon delivery of the WPT Casino, the Licensee shall have no further liability under subparagraph (c) above in respect of any period from and after the go-live date of the WPT Casino. From and after the go-live date of the WPT Casino, the Licensee hereby guarantees that WagerLogic shall earn annual license revenue under Paragraph 5.2.2 and derived from the WPT Casino equal to USD $2,500,000 (the “Annual WPT Casino Minimum”). In the event that during any calendar quarter during the Term, WagerLogic fails to earn minimum license revenue under Paragraph 5.2.2 and derived from the WPT Casino equal to USD $625,000 WagerLogic shall be entitled to receive the shortfall out of future Licensee Net Revenues; provided that this subparagraph (d) shall be subject to annual adjustment, and any over-payment of On-Ice Fees by THC shall continue to be governed by Paragraph 9.E amounts in respect of the 1998 License. THC Annual WPT Casino Minimum shall be obligated reimbursed to pay no less than the full amount of Licensee as soon after the annual Minimum Guarantee for each License Year. If at the end of the Term (whether or not such Term was shortened review as a result of a Change of Control (as defined below)) there have been both License Years in which THC has sold Products resulting in Royalties ("EARNED ROYALTIES") which exceeded the Minimum Guarantee for such year ("OVERAGES") and License Years in which Earned Royalties were less than the Minimum Guarantee for such year ("SHORTFALLS"), then: (i) if the aggregate amount of the Overages exceeds the aggregate amount of the Shortfalls, NHLE shall refund to THC the aggregate amount of the Shortfalls; or (ii) if the aggregate amount of the Shortfalls exceeds the aggregate amount of the Overages, NHLE shall refund to THC the aggregate amount of the Overagesis reasonably possible.