"RCT" means the material omitted has been filed with the
Securities & Exchange Commission with an application requesting
confidential treatment.
EXHIBIT 10.12
LICENSE AGREEMENT
(GAMING DEVICES)
THIS LICENSE AGREEMENT ("Agreement") is made as of the 16th day of
September, 1998, by and between ▇▇▇▇▇▇▇▇▇'▇, Inc., a Delaware corporation
("Licensor"), and Cardivan Company, a Nevada corporation ("Licensee").
WITNESSETH:
WHEREAS, Licensor is the owner and operator of supermarkets in the State of
Nevada; and
WHEREAS, Licensee is a duly licensed operator of gaming devices in the
State of Nevada; and
WHEREAS, Licensor desires to grant a license to Licensee to use, and
Licensee desires to take from Licensor, on the terms and conditions hereinafter
set forth, certain floor space located in Licensor's supermarkets described on
Exhibit "A" attached hereto and incorporated herein by this reference, together
with certain additional supermarkets opened by Licensor in the State of Nevada
during the term of this Agreement, for the operation of gaming devices.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties agree as follows:
1. License.
(a) Licensor hereby grants to Licensee a license ("License") for the
operation of gaming devices ("Machines") (i) in each of the supermarkets
designated on Exhibit "A," together with any additional supermarkets in the
State of Nevada opened or acquired by Licensor for business to the public RCT
(individually, an "Existing Store" and, collectively, the "Existing Stores"),
and (ii) in any additional supermarkets in the State of Nevada opened or
acquired by Licensor for business to the public RCT (individually, a "New Store"
and, collectively, the "New Stores"). For the purposes of this Agreement, a New
Store shall include any remodel, expansion remodel, or an on-site or off-site
replacement of either an Existing Store or a New Store; however, neither a New
Store nor an Existing Store shall include (A) any remodel, expansion remodel, or
on-site or off-site replacement, of any supermarket currently licensed to Anchor
Coin, (B) any supermarket, together with any remodel, expansion remodel, or on-
site or off-site replacement of such supermarket, which is either (1) acquired
by Licensor subject to an agreement for the operation of gaming devices, or (2)
subject to an agreement for the operation of gaming devices which is assumed,
whether by operation of law or otherwise, by Licensor in connection with an
acquisition, or (C) any fuel center, convenience store or other facility of any
kind whatsoever owned or operated by Licensor which does not share a common
public entrance with a Store ("Other Facility"). RCT. The Existing Stores
and New Stores are also hereinafter referred to, individually, as a "Store"
and, collectively, as the "Stores."
(b) RCT
(c) The "Licensed Premises" shall consist of the following: (i) for each
Existing Store, the area currently occupied by the existing Machines (or, for
any supermarket opened or acquired by Licensor RCT, the area occupied by the
Machines in such store RCT, the approximate size of which is shown on
Exhibit "A," and (ii) for each New Store, the area shown on the fixture plan
approved by Licensor and provided to Licensee. The fixture plan for each
New Store shall be designed by Licensor to provide adequate space for the
Minimum Number of Machines (as defined in Paragraph 1(d)) with ▇▇▇▇
validators. Licensee hereby approves the fixture plan shown on Exhibit "B"
attached hereto and incorporated herein by this reference. The location of the
Licensed Premises may be changed from time to time by Licensor subject to the
conditions set forth in Paragraph 3(c) of this Agreement.
(d) Unless otherwise agreed by the parties, the License granted herein shall be
for the following number of Machines ("Minimum Number of Machines"): (i) for
each Existing Store (exclusive of any supermarket opened or acquired by Licensor
RCT, the number of Machines designated on Exhibit "A" or such lesser number as
are approved or mandated by the applicable local, state or federal governmental
authority, (ii) for each Existing Store opened or acquired by Licensor RCT,
fifteen (15) or such lesser number as are approved or mandated by the applicable
local, state or federal governmental authority, and (iii) for each New Store,
fifteen (15) or such lesser number as are approved or mandated by the applicable
local, state or federal governmental authority.
2. Term.
(a) The term of this Agreement for each Existing Store shall commence on
RCT ("Effective Date") and shall terminate at 11:59 p.m. on RCT, or on the date
Licensor permanently ceases supermarket operations at all of the Stores,
whichever first occurs.
(b) The term of this Agreement for each New Store shall commence on the date
Licensor first opens or reopens the Store for business to the public and shall
terminate at 11:59 p.m. on RCT, or on the date Licensor permanently ceases
supermarket operations at the Store, whichever first occurs; provided, however,
that, in the event Licensor has not taken all steps required to permit Licensee
to commence operations at such Store as of the date specified above, the term of
this Agreement for such Store shall not commence until all such steps have been
taken.
(c) Anything in this Agreement to the contrary notwithstanding, either party
shall have the right, in its sole and absolute discretion, to terminate this
Agreement as of 11:59 p.m. on RCT, upon not less than RCT prior written notice
to the other party.
(d) Licensee agrees that Licensor has the right at any time, in its sole and
absolute discretion, to temporarily or permanently cease supermarket operations
at the Store(s). In the event Licensor permanently ceases supermarket
operations at a Store, this Agreement shall terminate as to such Store as of the
date of permanent cessation of supermarket operations, and both parties shall
thereafter be released from all further obligations hereunder as to such Store.
3. Payment. In consideration of the rights granted herein, Licensee agrees to
pay to Licensor during the term of this Agreement the following amounts:
(a) RCT, a nonrefundable fee in the amount of RCT.
(b) RCT, a security deposit ("Deposit") in the amount of RCT. The parties
agree that, effective RCT, and on June 1 of each of the next succeeding RCT, the
amount of the Deposit shall be reduced by RCT of the original principal amount
of said Deposit, the amount of which reduction shall be paid to Licensor and
credited against the license fees otherwise due and payable by Licensee to
Licensor for June of the applicable calendar year. The Deposit (or balance
thereof) shall be held by Licensor as security for the faithful performance by
Licensee of all of the terms, covenants, conditions and agreements of this
Agreement. If any amount due and payable by Licensee to Licensor shall be
overdue and unpaid, or should Licensor make any payment on behalf of Licensee,
or should Licensee default in its performance of any of the terms, covenants,
conditions or agreements set forth in this Agreement, Licensor may, in its sole
and absolute discretion and without prejudice to any other rights or remedies
which Licensor may have on account thereof, apply the Deposit (or balance
thereof), or so much thereof as may be necessary, to compensate Licensor for
such failure or default, and Licensee shall, within ten (10) days after receipt
of written notice from Licensor, restore said Deposit to the same amount as
existed immediately prior to the application of such proceeds to compensate
Licensor as provided above. Except as otherwise hereinafter set forth, the
Deposit (or balance thereof) shall be returned by Licensor to Licensee within
ten (10) days after the date of expiration or earlier termination of this
Agreement after deduction for any amounts due and payable by Licensee to
Licensor hereunder.
(c) For each Existing Store, a license fee in the amount designated on
Exhibit "C" attached hereto and incorporated herein by this reference.
(d) The parties agree and understand that the license fees for each Store as
set forth on Exhibit "C" assume that (i) the hours of operation of such Store
will not be changed from the hours of operation shown on Exhibit "A," (ii) the
location of the Licensed Premises will at all times be located as near as
practicable to the Store's public entrances and checkstands, (iii) the size of
the Licensed Premises will not be substantially reduced, (iv) the size of the
Store will not be substantially changed, (v) smoking will at all times be
permitted in the Licensed Premises (but not in the balance of the Store), and
(vi) there shall be no change by any local, state or federal governmental
authority in any law, rule or regulation specifically affecting the gaming
industry (as opposed to any law, rule or regulation of general applicability
including, but not limited to, any increase in tax rates based on Licensee's
gross income from all sources). In the event of (i) any increase or decrease in
the hours of operation of a Store, (ii) change in size or location of the
Licensed Premises, (iii) change in size of the Store, (iv) ban on smoking in the
Licensed Premises, or (v) change in any law, rule or regulation specifically
affecting the gaming industry, which event materially affects Licensee's
revenues in the Store, the parties agree to negotiate in good faith an
adjustment of the license fees for such Store taking into consideration all
relevant factors including, without limitation, customer count, size of Store,
and Licensee's revenue per Machine in the Store. In the event either party
determines that an adjustment in license fees is required as a result of the
occurrence of an event described in this subparagraph (c), such party shall
provide written notice of such event to the other party within sixty (60) days
after the date of occurrence of such event, failing which any right of
adjustment resulting from the occurrence of such event shall be deemed waived.
(e) Anything in this Agreement to the contrary notwithstanding, all interest on
amounts paid to, or held by, Licensor pursuant to this Paragraph 3 (Payment)
shall be retained by Licensor. Licensor shall have no obligation to segregate
any amounts paid to, or held by, Licensor pursuant to this Paragraph 3
(Payment).
(f) All amounts described in subparagraph (c) of this Paragraph 3 (Payment)
shall be due and payable in equal monthly installments in advance without notice
or demand on or before the first day of each month. License fees for any
partial month shall be prorated.
(g) All payments shall be made to Licensor at ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
Attention: Property Accounting, or to such other person or address designated in
writing by Licensor.
4. Taxes. Licensee agrees to pay during the term of this Agreement all taxes
and assessments levied or assessed against the Machines and any other personal
property placed on the Licensed Premises by Licensee, together with all fees and
other charges now or hereafter required to be paid to any local, state or
federal governmental authority for the ownership, operation, maintenance, repair
or replacement of the Machines or any other personal property placed on the
Licensed Premises by Licensee.
5. Operation. Licensee agrees, at its sole expense, to maintain and repair the
Machines and any other personal property placed on the Licensed Premises by
Licensee. Licensee shall keep the Machines in good operating condition.
Licensee agrees at all times during the term of this Agreement to keep the
Minimum Number of Machines in each of the Stores, which Machines shall be
available for use by the public (subject to normal wear and tear and damage due
to fire or other casualty) at all times that the Stores are open for business to
the public.
6. Change Person. Licensee agrees to have a change person on duty on the
Licensed Premises of each Store at all times that the Store is open for business
to the public.
7. Title to Fixtures. All personal property (including, without limitation, the
Machines) placed on the Licensed Premises by Licensee shall be and remain the
personal property of Licensee and, upon the expiration or earlier termination of
this Agreement, Licensee shall, within ten (10) days thereafter and at its sole
expense, remove from the Store all such personal property and restore the
Licensed Premises to its original condition, ordinary wear and tear excepted.
8. Indemnification. Licensee agrees to indemnify, defend and hold harmless
Licensor from and against any and all liability, claims, damages, expenses
(including reasonable costs and attorneys' fees and reasonable costs and
attorneys' fees on any appeal), judgments, proceedings and causes of action of
any kind whatsoever, arising out of or in any way connected with (i) the
exercise of any of Licensee's rights or privileges granted herein, (ii) the
ownership, operation, maintenance, repair or replacement of the Machines or any
other personal property placed on the Licensed Premises by Licensee, or
(iii) the willful or negligent act or omission of Licensee, its agents,
contractors or employees.
9. Insurance. Licensee agrees to provide and maintain during the term of this
Agreement, including any and all extensions hereof, commercial general liability
insurance (including product liability, contract liability and broad form
property damage endorsements) insuring Licensee against claims for personal
injury, bodily injury or death, and property damage or destruction, occurring
in, on or about the Licensed Premises. Such insurance shall be written as the
primary coverage on the Licensed Premises with an insurer licensed to do
business in the State of Nevada and with an A.M. Bests rating of A or better.
Licensor shall be named on the policy as additional insured. The limits of
liability of such insurance shall be not less than $2,000,000 for personal
injury or bodily injury or death of any one (1) or more persons in one (1)
occurrence and $500,000 with respect to damage to or destruction of property;
or, in lieu of such coverage, a combined single limit (covering personal injury,
bodily injury or death, and property damage or destruction) with a limit of not
less than $5,000,000 per occurrence. Licensee shall furnish Licensor with
certificate(s) evidencing such insurance. The policies of such insurance shall
provide that the insurance represented by such certificate(s) shall not be
canceled or nonrenewed without the giving of thirty (30) days prior written
notice to Licensor.
10. Exclusive. Licensee shall have the exclusive right during the term of this
Agreement, including any and all extensions hereof, to operate gaming devices in
the Stores. No part of any Store shall at any time during the term of this
Agreement, including any and all extensions hereof, be used or occupied by any
other person for the purpose of operating gaming devices. Anything in this
Paragraph 10 (Exclusive) to the contrary notwithstanding, the exclusive right
granted in this Paragraph 10 (Exclusive) as to any particular Store or Stores
shall not commence until the date specified in Paragraph 2 (Term) and shall
terminate upon termination of this Agreement as to such Store or Stores.
11. Attorneys' Fees. If either party to this Agreement initiates or defends
litigation with the other party in any way connected with this Agreement, the
prevailing party in such litigation, in addition to any other relief which may
be granted, whether legal or equitable, shall be entitled to recover from the
losing party its reasonable costs and attorneys' fees (including its reasonable
costs and attorneys' fees on any appeal). If either party to this Agreement
initiates or defends litigation with a third party because of the violation of
any term, covenant, condition or agreement contained in this Agreement by the
other party to this Agreement, then the party so litigating shall be entitled to
recover from the other party to this Agreement its reasonable costs and
attorneys' fees (including its reasonable costs and attorneys' fees on any
appeal) incurred in connection with such litigation. All such costs and
attorneys' fees shall be deemed to have accrued on commencement of any such
action or proceeding and shall be enforceable whether or not such action or
proceeding is prosecuted to judgment.
12. Assignment. Licensee may not assign this Agreement except to a wholly-
owned subsidiary of Jackpot Enterprises, Inc. that agrees in writing to be bound
by all of the terms, covenants, conditions and agreements contained herein.
13. Compliance with Law. Licensee shall conduct its business in such a manner
as to comply with the requirements of all local, state and federal laws, rules
and regulations applicable thereto. Licensee shall not use the Licensed
Premises, or permit the Licensed Premises to be used, for any unlawful purpose.
14. Licenses and Permits. Licensee agrees to obtain within one hundred twenty
(120) days after Licensee's receipt of written notice from Licensor, as to any
New Store, all licenses and permits required for the operation of the Minimum
Number of Machines in such Store. Licensee agrees to make timely application
for the applicable licenses and permits for each such Store, to diligently and
continuously pursue approval and issuance of same, and to provide Licensor
copies of all such licenses and permits within ten (10) days after Licensee's
receipt of request for same. In the event Licensee fails to obtain all such
licenses and permits as to any such Store within the applicable time period set
forth above, Licensor shall have the option, at any time thereafter upon ten
(10) days written notice to Licensee and provided Licensee does not obtain all
such licenses and permits prior to expiration of said ten (10) day period, to
terminate this Agreement only as to such Store, in which event this Agreement
shall terminate as to such Store as of the date of expiration of such ten (10)
day period and both parties shall thereafter be released from all further
obligations hereunder as to such Store.
Licensee agrees during the term of this Agreement to maintain in good standing
all licenses and permits required for the operation of the Minimum Number of
Machines in the Stores; provided, however, that in the event any such license or
permit is revoked, suspended or otherwise restricted for any reason (other than
financial) beyond Licensee's reasonable control to the extent that Licensee is
prevented from performing any of the terms, covenants, conditions or agreements
contained herein with respect to any Store or Stores, Licensee shall immediately
remove all of Licensee's personal property (including, without limitation, the
Machines) from such Store or Stores but shall remain liable for the payments
described in Paragraph 3 (Payment) for such Store or Stores for a period of
sixty (60) days (or such shorter period of time as is required by Licensor to
locate another operator and for such operator to open for business in such Store
or Stores) after the date of such revocation, suspension or restriction,
whereupon (i) this Agreement shall terminate only as to such Store or Stores as
of the date of expiration of such sixty (60) day period (or such shorter period
of time as is required by Licensor to locate another operator and for such
operator to open for business in such Store or Stores), and (ii) both parties
shall thereafter be released from all further obligations hereunder as to such
Store or Stores. Licensee agrees to provide Licensor with a copy of any notice
of revocation, suspension or restriction of any of Licensee's licenses or
permits required for the operation of the Machines in the Store within ten (10)
days after Licensee's receipt of same.
The one hundred twenty (120) day time period set forth in the first grammatical
paragraph of this Paragraph 14 (Licenses and Permits) shall be extended for any
period or periods of time equal to any period or periods of delay caused by
strikes, lockouts, fire or other casualty, the elements or acts of God, refusal
or failure of any governmental authority to issue all licenses and permits
required for the operation of the Machines in the Stores (provided Licensee
makes timely application for all applicable licenses and permits and thereafter
diligently and continuously pursues approval and issuance of same), or other
causes, other than financial, beyond Licensee's reasonable control.
15. Alterations. Licensee shall not make any additions, alterations or
improvements to the Licensed Premises (including, without limitation,
installation of wall and/or floor coverings and installation of signs on or
about the Machines) ("Alterations") without Licensor's prior written approval,
which approval shall not be unreasonably withheld or delayed. Licensee
acknowledges that the primary business of the Stores is the operation of a
supermarket and agrees that Licensor shall not be deemed to have unreasonably
withheld its approval to any Alterations if such Alterations are inconsistent
with the general decor of the Store (as determined by Licensor in its sole and
absolute discretion) or obstruct the visibility of the Store's interior signage
or departments.
16. License Only. Nothing herein contained shall be construed as constituting
Licensor and Licensee as landlord and tenant, sublandlord and subtenant, co-
partners or joint venturers.
17. Quiet Possession. Licensor covenants as to each Store that, from and after
the date of commencement of the term of this Agreement as to such Store and so
long as Licensee performs all of the terms, covenants, conditions and agreements
of this Agreement, Licensee shall have quiet and peaceful possession of the
Licensed Premises in such Store and enjoy all of the rights granted herein
without interference from Licensor, or anyone having title paramount to
Licensor.
18. Default. A party shall be deemed to be in default of this Agreement only
upon the expiration of thirty (30) days (ten (10) days in the event of failure
to pay money) from receipt of written notice from the other party specifying the
particulars in which such party has failed to perform the obligations of this
Agreement unless such party, prior to the expiration of said thirty (30) days
(ten (10) days in the event of failure to pay money), has rectified the
particulars specified in said notice of default. However, such party shall not
be deemed to be in default if such failure (except a failure to pay money)
cannot be rectified within said thirty (30) day period and such party is using
good faith and its best efforts to rectify the particulars specified in the
notice of default.
Except where otherwise specifically stated herein to the contrary, in the
event of a default by Licensor in the performance of any of the terms,
covenants, conditions and agreements contained herein as to any Store or Stores,
Licensee may terminate this Agreement as to any such Store or Stores, or as to
all Stores, upon ten (10) days prior written notice to Licensor without
prejudice to any other rights or remedies provided by law. In the event of any
such termination, the Deposit (or balance thereof) shall be returned by Licensor
to Licensee within ten (10) days after the date of such termination without
deduction for any amounts due and payable by Licensee to Licensor hereunder.
Except where otherwise specifically stated herein to the contrary, in the
event of a default by Licensee in the performance of any of the terms,
covenants, conditions and agreements contained herein as to any Store or Stores,
Licensor may terminate this Agreement as to any such Store or Stores, or as to
all Stores, upon ten (10) days prior written notice to Licensee, re-enter the
Licensed Premises, either with or without process or law, expel and remove from
the Licensed Premises all of Licensee's personal property (including, without
limitation, the Machines), and repossess and enjoy the Licensed Premises without
prejudice to any other rights or remedies provided by law.
19. Waiver. The failure of a party to insist upon strict performance of any of
the terms, covenants, conditions or agreements contained herein shall not be
deemed a waiver of any rights or remedies that said party may have, and shall
not be deemed a waiver of any subsequent breach or default in the performance of
any of the terms, covenants, conditions or agreements contained herein by the
other party.
20. Additional Remedies. In addition to the remedies set forth in this
Agreement, Licensor and Licensee shall have all other remedies provided by law
to the same extent as if fully set forth herein word for word. No remedy herein
conferred upon, or reserved to Licensor or Licensee, shall exclude any other
remedy herein or by law provided, but each shall be cumulative.
21. Notices. All notices given pursuant to this Agreement shall be in writing
and shall be given by personal delivery, by United States mail or by United
States express mail or other established express delivery service (such as
Federal Express), postage or delivery charge prepaid, return receipt requested,
addressed to the person and address designated below:
Licensor: ▇▇▇▇▇▇▇▇▇'▇, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Legal Department
Licensee: Cardivan Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The person and address to which notices are to be given may be changed at any
time by any party upon written notice to the other party. All notices given
pursuant to this Agreement shall be deemed given upon receipt.
For the purpose of this Agreement, the term "receipt" shall mean the
earlier of any of the following: (i) the date of delivery of the notice or other
document to the address specified pursuant to this paragraph as shown on the
return receipt, (ii) the date of actual receipt of the notice or other document
by the person or entity specified pursuant to this paragraph, or (iii) in the
case of refusal to accept delivery or inability to deliver the notice or other
document, the earlier of (A) the date of the attempted delivery or refusal to
accept delivery, (B) the date of the postmark on the return receipt, or (C) the
date of receipt of notice of refusal or notice of nondelivery by the sending
party.
22. Captions and Headings. The captions and headings in this Agreement are for
reference only and shall not be deemed to define or limit the scope or intent of
any of the terms, covenants, conditions or agreements contained herein.
23. Entire Agreement. This Agreement contains the entire agreement between the
parties and supersedes all prior agreements, oral or written, with respect to
the subject matter hereof. The provisions of this Agreement shall be construed
as a whole and not strictly for or against either party.
24. Construction. In construing the provisions of this Agreement and whenever
the context so requires, the use of a gender shall include all other genders,
the use of the singular shall include the plural, and the use of the plural
shall include the singular.
25. Joint and Several. In the event any party hereto is composed of more than
one person, the obligations of said party shall be joint and several.
26. Third Party Beneficiary. This Agreement is not intended to create, nor
shall it be in any way interpreted or construed to create, any third party
beneficiary rights in any person not a party hereto unless otherwise expressly
provided herein.
27. Confidentiality. From and after the date of this Agreement, the terms of
Paragraph 3 (Payment) of this Agreement shall be kept confidential and shall
not, except as required by law, be disclosed by either party to any person
except (i) such party's agents, representatives or employees (including, without
limitation, attorneys, accountants and financial advisors), (ii) gaming
licensing authorities of the State of Nevada or any other local, state or
federal public or governmental authority to the extent required in the ordinary
cause of business, (iii) any actual or prospective landlord, purchaser, lender,
tenant or subtenant of all or any part of the real or personal property subject
of this Agreement provided such information is tendered to such person with a
request that same be held confidential, or (iv) to the extent required by any
agreement in effect on the date of this Agreement.
28. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall for all purposes be deemed an original and all
of which together shall constitute one and the same instrument, and shall become
effective only upon execution and delivery of one or more counterparts (or a
telecopy thereof) by each of the parties hereto.
29. Existing Agreement. The parties have heretofore entered into a License
Agreement (Gaming Devices) dated March 17, 1993 ("Existing Agreement") for
Licensee's operation of gaming devices in Licensor's Stores. As of the
Effective Date (as defined in Paragraph 2(a) of this Agreement), the Existing
Agreement is terminated. The refundable fee referenced in Paragraph 3(b) of the
Existing Agreement shall be retained by Licensor and credited to the
nonrefundable fee and Deposit required to be paid by Licensee pursuant to
Paragraphs 3(a) and 3(b), respectively, of this Agreement.
EXECUTED as of the date first above written.
LICENSEE: LICENSOR:
Cardivan Company, ▇▇▇▇▇▇▇▇▇'▇, Inc.,
a Nevada corporation a Delaware corporation
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________ ______________________
Title: President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, Real Estate Law
GUARANTY
The undersigned ("Guarantor") hereby unconditionally guarantees the
performance by Licensee of all of its obligations under this Agreement, together
with any and all amendments, modifications and supplements thereto hereafter
executed by Licensor and Licensee. Guarantor agrees that its liability under
this Guaranty shall be primary and that in any right of action which shall
accrue to Licensor under this Agreement, Licensor may, at its option, proceed
against Guarantor and Licensee, jointly and severally, or proceed against
Guarantor without first having commenced any action or having obtained any
judgment, against Licensee.
Jackpot Enterprises, Inc.,
a Nevada corporation
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
_____________________
Title: President & CEO
EXHIBIT "A"
EXISTING STORES
Licensed Minimum Hours
Building Premises No. of of
Store Sq. Ft. Sq. Ft. Machines Operation
_______________________________________________________________________________
[S] [C] [C] [C] [C]
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇ 32,852 150 16 24 hours
▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ 43,460 150 20 24 hours
▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ 49,369 319 15 5:00 a.m.
to 1:00 a.m.
▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇ 47,334 324 15 24 hours
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ 47,404 324 15 24 hours
▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ 51,561 312 15 24 hours
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇ 50,515 355 20 24 hours
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ 52,079 312 15 24 hours
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ 51,985 364 15 24 hours
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇
(G.O. 11/11/98 [Est.]) 52,368 354 15 24 hours
▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ 24,955 376 10 6:00 a.m.
to 11:00 p.m.
▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ 55,886 352 15 24 hours
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ 52,215 319 15 24 hours
▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ 30,354 125 15 24 hours
▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ 35,120 176 18 5:00 a.m.
to 1:00 a.m.
▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇
(R-640) 52,323 319 15 24 hours
▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇
(R-639) 50,320 319 15 24 hours
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ 42,630 278 20 24 hours
▇▇▇▇ ▇▇▇▇▇▇ & ▇▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ 42,630 278 19 24 hours
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ 44,746 324 20 24 hours
▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ 47,506 324 15 24 hours
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇
(R-638) 47,600 319 15 24 hours
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ 47,854 319 15 24 hours
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ 42,042 262 21 24 hours
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ 43,838 200 13 24 hours
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ 43,675 176 15 24 hours
EXHIBIT "B"
Exhibit "B" is a floorplan of an Albertson's store.
EXHIBIT "C"
LICENSE FEES
License Fee
Per Machine
Per Month
RCT
RCT
RCT
Additional Provisions:
______________________
1. License fees for New Stores (exclusive of any remodel, expansion remodel, or
an on-site or off-site replacement, of an Existing Store or a New Store) during
their RCT will be RCT of the
applicable monthly fee set forth above; provided, however, that in the event
Licensor has not taken all steps required to permit Licensee to commence
operations as of the date Licensor first opens any such New Store for business
to the public, said RCT period shall not commence until all such steps
have been taken.
2. In the event Licensor temporarily ceases supermarket operations at a Store
for a period in RCT for any reason which is not the fault of Licensee, its
agents, contractors or employees, the license fee for such Store during the RCT
after such Store reopens for business will be RCT of the applicable monthly fee
set forth above; provided, however, that in the event Licensor has not taken all
steps required to permit Licensee to recommence operations as of the date
Licensor reopens such Store for business, said RCT period shall not commence
until all such steps have been taken.
3. In the event Licensor temporarily ceases supermarket operations at a Store
for any reason which is not the fault of Licensee, its agents, contractors or
employees, the license fee for such Store shall be abated during the period the
Store is closed for business.
4. The license fees for any New Store RCT noted above shall be mutually agreed
upon by the parties taking into consideration all relevant factors. In the
event the parties have not agreed on the license fees for such New Store at
least six (6) months prior to its projected opening date, either party shall
have the right to terminate this Agreement as to such New Store (including any
remodel, expansion remodel, or on-site or off-site replacement, of such New
Store) upon ten (10) days prior written notice to the other party unless, prior
to expiration of said ten (10) day period, the parties agree on the licensee
fees for such New Store.