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***CONFIDENTIAL PORTIONS HAVE BEEN OMITTED BASED UPON A
REQUEST FOR CONFIDENTIAL TREATMENT; SUCH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE SEC***
EXHIBIT 10.1
EQUIPMENT SALE AGREEMENT
THIS EQUIPMENT SALE AGREEMENT (this "Agreement") is entered into this 14TH
day of February, 2001 (the "Effective Date"), by and among AGI Distribution,
Inc., a Nevada corporation, and Acres Gaming Incorporated, a Nevada corporation,
(collectively, "Acres"), and Station Casinos, Inc., a Nevada corporation
("Station"), and Station's Signatory Affiliates. Capitalized terms not otherwise
defined herein shall have the meanings set forth in Section 2 hereof.
1. BACKGROUND. Station desires to purchase from Acres a networked System for
the Palace Station, Boulder Station, Texas Station, Sunset Station, Santa Fe
Station and Green Valley Ranch casinos (each, a "Casino Location" and,
collectively, the "Casino Locations"). Accordingly, the parties agree as
follows:
2. DEFINITIONS.
- "Additional Property" and "Additional Properties" have the meaning ascribed
to them in Section 5 hereof.
- "Bonusing Applications" (and each individually, a "Bonusing Application")
means system based software components designed to send rewards to more than
twenty-five percent (25%) of Machines in a casino in a pre-determined manner,
listed in Exhibit I or available in Acres library at any time prior to
December 31, 2004, which Station may purchase pursuant to this Agreement.
- "Bonusing License" means one working Bonusing Application installed on one
Machine. For example, 20,000 Bonusing Licenses could be five Bonusing
Applications installed on 4,000 Machines, two Bonusing Applications installed
on 10,000 Machines, one Bonusing Application installed on 20,000 Machines, or
any combination of Bonusing Applications which, when multiplied by the number
of Machines, equals 20,000.
- "Casino Location" and "Casino Locations" have the meaning ascribed to them in
Section 1 above.
- "CPI" means the U.S. National Average Consumer Price Index for All Urban
Consumers (1982-84 = 100) published by the Bureau of Labor Statistics of the
U.S. Department of Labor or, in the event that such index is no longer
available, such successor or other index as is most equivalent thereto.
- "Game Vendors" means all companies that sell or lease Machines to Station.
- "Go Live" means the earliest date on which the Bonusing Applications of
Return Play, Extra Credit, Lucky Coin and Coinless Transit (or if Coinless
Transit is not purchased, a fourth
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Bonusing Application to be selected by Station by February 15, 2001), have
been installed and are functioning according to specification, at all Casino
Locations except Green Valley Ranch for 30 days. In particular, the purchased
Bonusing Applications must be working in a Multi-property environment for a
30 day period. (For example, for Lucky Coin, a random award would be based on
the consolidated slot volume across all Casino Locations, rather than a
single Casino Location, and the award would be paid to any customer playing
at any of the Casino Locations during a designated period of time.) The "Go
Live" date shall be determined separately for Green Valley Ranch on a
stand-alone basis.
- "Hardware" means the Hardware components supplied by Acres to integrate
Machines into the System including, without limitation, internal game
electronics known as a Bonus Engine II (BE2), player tracking card reader,
display, power supply and harness cabling as listed in Exhibit A.
- "Installation" means the act of physically installing the Products at the
Casino Locations.
- "Installed" means that all Software and Hardware components are functioning
according to specification.
- "Large Gaming Operator" means Harrah's Entertainment, MGM Mirage, Park Place
Entertainment, Mandalay Resorts, Sun International or any subsidiaries
thereof.
- "Machines" means slot machines and video poker machines to be used by
Station or its subsidiaries or affiliates.
- "Multi-property" means that all purchased Bonusing Applications except
Coinless Transit, are simultaneously operating at Palace Station, Boulder
Station, Texas Station, Sunset Station and Santa Fe Station.
- "Products" means the Hardware and Software components and services provided
by Acres as listed on Exhibit A.
- "Signatory Affiliates" means those subsidiaries and affiliates of Station
that are signatories to this Agreement.
- "Software" means the software components of the System as listed on Exhibit
A under Accounting and Analysis Software and Coinless Transit and Bonusing
Software; provided however, that Station shall have the option to substitute
a fourth bonus application for Coinless Transit, which option must be
exercised in writing no later than February 15, 2001.
- "System" means the casino-wide, networked slot accounting, bonusing and
interface for player tracking encompassing both Hardware and Software
components as listed on Exhibit A.
3. STATION SUPPLIED PRODUCTS.
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Station will supply, at its sole expense, the following components:
(a) computer hardware meeting the specifications outlined in Exhibit B.
Station may elect to purchase the hardware outlined in Exhibit B from Acres
pursuant to a separate pricing and supply agreement to be negotiated in good
faith between the parties; and
(b) (i) an Ethernet datapoint connection for each bank controller, bonus
server, and configuration workstation location; (ii) category 5 network cables
from each bank of Machines to each location of the corresponding bank
controller, including furnishing hubs and terminations for all such cables; and
(iii) report printer, slip printers, fill/jackpot terminals and card readers,
radio paging system and other hardware as listed on Exhibit C. All Station
hardware shall be as specified in Exhibit C or as otherwise mutually and
reasonably agreed to by Acres and Station.
4. PRICE AND PAYMENT TERMS.
(a) Price. Station agrees to purchase the Hardware and license the
Software components as set forth in Exhibit A, plus applicable sales tax (the
"Purchase Price"). In addition to the Purchase Price, Station agrees to promptly
reimburse Acres for its reasonable travel expenses and shipping costs incurred
hereunder. The prices in Exhibit A apply to all purchases of the Hardware
described in Exhibit A prior to September 30, 2001, and Software until March 31,
2002. Acres represents and warrants to Station that the weighted average prices,
including installation, for Total Hardware, Accounting and Analysis Software,
Bonusing and Coinless Transit set forth in Exhibit A do not exceed the lowest
prices charged by Acres for similar sales and licenses to any Large Casino
Operator during the twelve (12) month period immediately preceding the Effective
Date.
(b) Thereafter, until December 31, 2010, Acres will charge Station for
Hardware and Software at the lowest unit price charged in the twelve (12) months
immediately preceding the relevant order date for such Hardware and Software for
like items to casino operator for a combined purchase of at least 5,000 Bonusing
Licenses. In the event that Acres has no sales meeting these criteria, Acres
will charge Hardware unit prices in effect at September 30, 2001, and Software
unit prices in effect at March 31, 2002, escalated by changes in the CPI from
March 31, 2002, for Software and Hardware increases based on Acres' internal
cost escalation as verified by Station. Station is also responsible for all
applicable sales taxes, gaming taxes, and other taxes (excluding any taxes on
the income of Acres) or governmental fees associated with the purchase,
Installation, and operation of the System. All payments shall be made in United
States Dollars to Acres within the United States.
(c) Payment Schedule. The Purchase Price shall be payable as follows:
(i) twenty-five percent (25%) of the aggregate Purchase Price upon execution of
this Agreement; (ii) seventy-five percent (75%) of the price for Hardware
Products plus the sales tax on the total Hardware Products price, upon delivery
of the Hardware Products to individual Casino Locations; (iii) twenty-five
percent (25%) of the price for Bonusing Applications, plus the sales tax on the
Bonusing
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Applications, at the time all Products have been Installed at all Casino
Locations, except Green Valley Ranch; (iv) the remaining seventy-five percent
(75%) of the Accounting and Analysis Software and Coinless Transit (if
purchased) as each individual Casino Location is installed and (v) the remaining
fifty percent (50%) of the price for Bonusing Applications ten (10) days after
the "Go Live" date for all Casino Locations, except Green Valley Ranch, as one
group. The foregoing schedule shall be separately applied to Products purchased
for Green Valley Ranch. A late charge may apply to any amounts where payment is
not received by Acres within thirty (30) days of invoicing. The late charge will
be calculated at a rate of one percent (1%) of the unpaid amount per month (12%
per annum) and will be due and payable upon invoice by Acres.
(d) Station may purchase additional Bonusing Licenses for use at a
Casino Location or an Additional Property. Until March 31, 2002, Acres will
charge Station ***CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SEC*** per Bonusing License. Thereafter, until December 31, 2010, Acres will
charge Station for Bonusing Licenses at the lowest unit price charged in the
twelve (12) months immediately preceding the relevant order date for such
Hardware and Software for like items to any casino operator for a combined
purchase of at least 5,000 Bonusing Licenses. In the event that Acres has no
sales meeting these criteria, Acres will charge Bonusing Licensing prices in
effect hereunder at March 31, 2002, escalated by changes in the CPI from March
31, 2002. Station is also responsible for all applicable sales taxes, gaming
taxes, and other taxes (excluding any taxes on the income of Acres) or
governmental fees associated with the purchase, installation, and operation of
Bonusing Licenses. All payments shall be made in United States Dollars to Acres
within the United States. At any time, at its option, Station may transfer
Bonusing Licenses between its Casino Locations and/or Additional Properties
which have signed an appropriate End User Software License Agreement and
End-User Trademark License Agreement.
(e) Shipping. All items shipped by Acres to Station will be shipped FOB
Station to locations designated by Station. Station shall reimburse Acres for
such shipping costs. Title will transfer to Station upon receipt of delivery at
Station's location.
(f) Bonuses. If the Bonusing Applications "Xtra Credit" and "Return
Play" (the "September Applications") are both in a Go Live state in all Casino
Locations other than Green Valley Ranch by no later than September 30, 2001,
Station shall pay Acres a bonus of Seven Hundred Fifty Thousand Dollars
($750,000). If (a) the Bonusing Application "Lucky Coin" and (b)(i) Coinless
Transit or (ii) other Bonus Application selected by Station on or before
February 15, 2001 (the "November Applications"), are both in a Go Live state in
all Casino Locations other than Green Valley Ranch by no later than November 30,
2001, Station shall pay Acres a bonus of Seven Hundred Fifty Thousand Dollars
($750,000); provided, however, that Coinless Transit shall not be required to be
operating on a Multi-property basis.
5. ADDITIONAL PROPERTIES.
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(a) Station may elect to install the System at additional properties
which are located in the State of Nevada or such other jurisdiction in the
contiguous states of the United States of America in which Acres is licensed by
the appropriate regulatory authorities, and which are currently, or in the
future, owned or operated by Station or any of its subsidiaries or affiliates
(each, an "Additional Property" and, collectively, the "Additional Properties").
The pricing for such Hardware and Software will be listed under "Future
Properties" in Exhibit A. This pricing for Hardware shall remain in effect until
September 30, 2001, and the pricing for Software shall remain in effect until
March 31, 2002. Thereafter, until December 31, 2010, Acres will charge Station
for Hardware and Software, at prices set forth in Section 4(b) and 4(d).
(b) The payment schedule for Software and Hardware purchased in addition
to that provided on Exhibit A will be negotiated between the parties on terms
similar to those set forth in Section 4(c).
6. ACCEPTANCE. Hardware shall be accepted on delivery. Accounting and
Analysis Software and Coinless Transit (if purchased) shall be accepted on
installation at each individual Casino Location. Bonusing Applications Installed
at Casino Locations shall be deemed to be finally inspected and accepted on the
date all such products have been Installed and are performing all standard
functions in a Go Live state as designated in the specifications.
7. ACRES RESPONSIBILITIES. Subject to the terms and conditions of this
Agreement, and the condition that Station shall have materially performed all of
its obligations hereunder, Acres will:
(a) supply the components listed in Exhibit A (subject to Station's
right to substitute an alternate Bonus Application for Coinless Transit pursuant
to Section 4(d) hereof);
(b) install, configure and test the Software and provide up to two
hundred fifty (250) hours of training, per Casino Location, except Santa Fe
Station, to Station's employees at no cost to Station. If such training hours
are not used as of the date of Go Live, Station shall have until June 30, 2002,
to utilize such training hours. All training hours should be submitted for
approval by a member of the Station's Acres project team. Non-approved hours
will not be accrued towards the hours listed above;
(c) connect the Hardware components that have been installed in
Station's Games, to the System;
(d) make changes necessary for regulatory approval and support Station
in its System-related dealings with the applicable regulatory agencies;
(e) supply all Game manufacturers designated by Station with all System
information they require to equip the Games to be compliant with System
requirements;
(f) assign a team that is fully dedicated to Station to work full-time
on the Installation of the System, including the development activities
described herein, which team shall include ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ as long as they are
employed by Acres. Acres shall provide the services of a supervisor and three
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skilled technicians (including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) for Hardware Game Kit
installation at no cost to Station;
(g) pay for the project management fees as described under Section 8(b)
hereof; and
(h) complete the "Additional Software and Reporting" as described under
Section 9 hereof.
Acres shall not be required to seek or acquire any license or seek authority to
do business in any jurisdiction where it is not now doing business.
The parties acknowledge that Acres has provided Station with copies of the
Software listed under the heading "Application Software" in Exhibit A. Station
shall have until March 31, 2001, to examine and test such Software and to
provide Acres with a list of those reports currently provided by Station's
existing accounting system, along with specifications and formats for such
reports, which reports are not then available through the Application Software.
Acres shall, at no charge to Station, thereupon program the Application Software
to supply such reports and shall make such reports available for submission to
the Nevada State Gaming Control Board no later than sixty (60) days following
delivery of the foregoing list to Acres. Acres agrees to use commercially
reasonable efforts to submit for Gaming Approval (as defined in Section 20(b)
below) and install Coinless Transit for field trial at a location selected by
Station, both by no later than May 31, 2001. In connection with any new
purchases of new slot machines by Station, Acres will be responsible for
obtaining approval from Station's current list of new Game Vendors to have the
BEII and player tracking components installed on said manufacturers assembly
line prior to the delivery of such slot machines to Station. Station will
provide a list of new Game Vendors to Acres. Acres represents to Station that
all of the Software, as well as any additional Bonusing Applications Station may
purchase hereunder are compliant with SAS 5.0 from International Game
Technology.
8. STATION RESPONSIBILITIES. Subject to the terms and conditions of this
Agreement, and the condition that Acres shall have materially performed all
obligations to be performed by Acres, Station will:
(a) complete all pre-installation checklist items as detailed on Exhibit
F;
(b) provide full-time project management consisting of a leader, two
technical liaisons, a slot system manager, an accounting coordinator and a team
of three information technology employees, Acres agrees to partially fund these
costs at a rate of $60,000 per Casino Location. These charges will be billed
thirty (30) days after "Go Live" unless the September Applications are in Go
Live state in all Casino Locations other than Green Valley Ranch by October 15,
2001, and the November Applications are in Go Live state in all Casino Locations
other than Green Valley Ranch by December 31, 2001, in which case, Acres will
have no partial funding obligation under this subsection (b);
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(c) use its commercially reasonable, good faith efforts to support Acres
in interfacing and coordinating with the applicable regulatory agencies and
Station's Machine suppliers and contractors who may affect Acres' ability to
perform under this Agreement;
(d) request Machine manufacturers to provide Games which are compliant
with the SAS 5.0 communication protocol for accounting, security, player
tracking and EFT; and
(e) provide any necessary additional slot technician resources to
complete Game Hardware Kit installation and bear any cost charged by slot
machine manufacturers to install Game Hardware Kits at their factories.
9. ADDITIONAL SOFTWARE AND REPORTING. Station has determined the need for the
following specific Software and Reporting which is not currently available from
Acres:
(a) Multi-denominational and Multi-game machines. Station has
approximately 1,200 machines which offer the customer a choice of individual
games and/or denominations they can wager on a single machine. As of the
Effective Date, these machines are offered only by IGT, although it is expected
that several game manufacturers will offer this platform soon. Station requires
that Acres Software provide the following information in reports on a weekly,
month-to-date and year to date basis for each game, program, and denomination on
a multi-denominational and multi-game machine: slot handle, slot win, individual
game par percentage, machine par percentage and actual game and machine hold
percentage. Acres will charge Station ***CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE SEC***, for this modification. In the event that Acres
thereafter sells or licenses this reporting feature to any other casino
operators, Acres shall promptly pay Station the sum of $10,000 for each
individual casino property not owned or operated by Station that purchases or
licenses such feature; provided, however, that the aggregate amount of such
payments to Station shall not exceed the aggregate amount paid by Station to
Acres pursuant to the preceding sentence. Acres shall use its commercially
reasonable efforts to submit this software to the Nevada Gaming Control Board no
later than May 1, 2001.
(b) Ticket Printer software. Station desires to install ticket printers
at one or more of its Casino Locations or Additional Properties. Acres will
upgrade its Wizard Accounting module to include the software to validate,
operate and report on the Games that feature Ticket Printers. The charge for
this Ticket Printing software will be ***CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE SEC***, plus actual third party licensing fees for Casino
Locations or Additional Properties that Acres is reasonably required to pay
after consultation with Station. Acres shall use its commercially reasonable
efforts to submit this software to the Nevada Gaming Control Board no later than
April 1, 2001.
10. ACRES INTELLECTUAL PROPERTY RIGHTS. Station acknowledges that the computer
programs, system protocols, system documentation manuals, and trademarks
supplied by Acres to Station are the property of Acres, and agrees to execute,
and to cause its subsidiaries and affiliates which
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operate Casino Locations or Additional Properties to execute, software and
trademark license agreements substantially in the form attached as Exhibits D
and E, respectively.
11. WARRANTY AND MAINTENANCE AGREEMENT. ACRES WARRANTS THAT FOR A PERIOD OF
SIXTY (60) DAYS FOLLOWING GO LIVE (THE "INITIAL WARRANTY PERIOD"), THE SOFTWARE
LICENSED UNDER THIS AGREEMENT WILL WORK ACCORDING TO PUBLISHED SPECIFICATIONS.
IN THE EVENT OF A DEFECT, ACRES EXPEDITIOUSLY WILL RESTORE THE SOFTWARE, TO GOOD
WORKING CONDITION BY ADJUSTMENT, REPAIR OR REPLACEMENT, AT ACRES' OPTION.
IN THE EVENT ANY NON-MATERIAL TECHNICAL PROBLEM, BUG OR DEFECT IS IDENTIFIED IN
THE SYSTEM WITHIN THE INITIAL WARRANTY PERIOD, STATION SHALL PROVIDE ACRES
WRITTEN NOTICE OF SUCH NON-MATERIAL PROBLEM, AND ACRES SHALL HAVE THIRTY (30)
DAYS TO REMEDY THE PROBLEM. ACRES' OBLIGATION TO REMEDY ANY MATERIAL PROBLEM
WHICH RESULTS IN THE SUBSTANTIAL INABILITY OF THE SYSTEM TO PERFORM TASKS IT IS
DESIGNED TO PERFORM SHALL BE RESPONDED TO WITHIN FORTY-EIGHT (48) HOURS; IF
ACRES IS UNABLE TO PROVIDE SAID REMEDY IN A TIMELY FASHION, STATION MAY CONTRACT
WITH A THIRD PARTY VENDOR TO REMEDY THE PROBLEM AT ACRES' SOLE EXPENSE. ACRES
AGREES TO REIMBURSE STATION WITHIN TEN (10) WORKING DAYS FOR INVOICES RECEIVED
RELATED TO THE RESOLUTION OF THE PROBLEM.
ACRES WARRANTS THAT FOR A PERIOD OF ONE (1) YEAR FOLLOWING INSTALLATION AT EACH
INDIVIDUAL CASINO LOCATION, THE HARDWARE PROVIDED UNDER THIS AGREEMENT WILL WORK
ACCORDING TO PUBLISHED SPECIFICATIONS. IN THE EVENT OF A DEFECT, ACRES
EXPEDITIOUSLY WILL RESTORE HARDWARE, TO GOOD WORKING CONDITION BY ADJUSTMENT,
REPAIR OR REPLACEMENT, AT ACRES' OPTION.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THERE ARE NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO AFFIRMATION OF FACT,
INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING SUITABILITY FOR USE OR
PERFORMANCE OF THE SOFTWARE SHALL BE DEEMED TO BE A WARRANTY OR GUARANTY OF
LICENSOR FOR ANY PURPOSE.
ANY UNAUTHORIZED MODIFICATION, ALTERATION, OR REVISION BY STATION OF ALL OR ANY
PORTION OF THE SOFTWARE WHICH IS THE SUBJECT OF THIS AGREEMENT SHALL CAUSE THE
WARRANTY DESCRIBED IN THIS PARAGRAPH TO BE NULL AND VOID.
Upon the expiration of the Initial Warranty Period, Acres will provide Software
maintenance pursuant to the terms of the Software Maintenance Agreement attached
hereto as Exhibit G which shall be executed concurrently with the execution of
this Agreement. The maintenance fee thereunder for the first year shall be
twenty-five percent (25%) greater than the per machine fee of ***CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE SEC*** set forth
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in Exhibit A. The maintenance fee thereunder for the second year shall be the
per machine fee set forth in Exhibit A. The maintenance fee thereunder for the
third year shall be twenty-five percent (25%) less than the per machine fee set
forth in Exhibit A. Maintenance fees thereunder shall be payable quarterly in
advance, provided that the initial payment shall be prorated if it falls due
during a calendar quarter.
12. LIMITATION OF LIABILITY.
(a) Except as otherwise provided in Sections 11 and 12 hereof, Acres
shall have no responsibility to Station regarding the performance of the
Products other than to repair or, in the alternative, replace defective or
nonconforming Products. (Notwithstanding the foregoing, Acres shall be
responsible to third parties for personal injury or property damage caused by
the negligence or willful misconduct of Acres or its employees or agents.)
(b) If any disclaimer of warranty or limitation of liability is found to
be unlawful or inapplicable, or to have failed of its essential purpose, Acres'
liability shall be limited to the amount paid by Station for the specific unit
of product that caused such liability.
(c) Acres is willing to sell Products to Station only in consideration
of and in reliance upon the provisions contained herein limiting Acres' exposure
to liability to Station hereunder. Such provisions constitute an essential part
of the bargain underlying this Agreement and have been reflected in the Purchase
Price and other consideration agreed upon by the parties.
(d) In no event shall Acres' liability to Station under this Agreement
exceed the Purchase Price.
13. TITLE AND SECURITY INTEREST. Title to the Hardware supplied by Acres will
transfer to Station upon delivery thereof to the individual Casino Location.
Station shall keep the System in good order and repair until the Purchase Price
has been paid in full and shall promptly pay all excise, sales, use and gaming
taxes and assessments based upon the purchase or use of the System. Acres shall
retain a security interest in the System until all monies due hereunder are paid
in full. Station shall execute, upon request of Acres, financing statements
reasonably deemed necessary or desirable by Acres to perfect its security
interest in the System. Station authorizes Acres to file a copy of this security
agreement or a financing statement in order to perfect Acres' security interest.
Acres agrees to file suitable termination statements once Station has made
payment in full hereunder.
14. INDEMNITY.
(a) Station will, at its own expense, defend any claim, action or
lawsuit brought against Acres to the extent such action or claim is based on an
allegation that the use of Coinless Transit by Station infringes upon any
patent, copyright, license trade secret or other proprietary right of the
claimant, provided that Station is promptly notified in writing of such claim by
Acres. Station will also indemnify Acres for any damages assessed against Acres
as a result of any such claim but
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only to the extent such damages relate solely to Station's use of Coinless
Transit. Station shall have the right to control the defense of all such claims,
actions or lawsuits. In no event shall Acres settle any such claim, action or
lawsuit without Station's prior written approval. Acres shall render such
assistance as shall be reasonably required by Station to aid in defense of any
such claim, at Acres' expense. Station may not settle or otherwise compromise
any such claim, other than a claim for money damages, without the prior written
consent of Acres. Station shall not, without the prior written consent of Acres,
effect any settlement of any pending or threatened proceeding in respect of
which Acres is or could have been a party and indemnity could have been sought
hereunder, unless such settlement includes an unconditional release of Acres
from all liability on claims relating to Station's use of Coinless Transit that
are the subject matter of such proceeding.
(b) Acres, at its own expense, with counsel acceptable to Station, will
defend, indemnify and hold Station and its subsidiaries and affiliates and their
respective officers, directors, shareholders, members, employees, agents,
successors and assigns harmless from any and all damages, losses and expenses
arising out of or relating to any action brought against Station to the extent
that it is based on a claim that all or part of the System, other than Coinless
Transit, used within the scope of this Agreement infringes any United States
patents, copyrights or other property right, provided that Acres is promptly
notified in writing of such claim. Acres shall have the right to control the
defense of all such claims, lawsuits and other proceedings. In no event shall
Station settle any such claim, lawsuit or proceeding without Acres' prior
written approval. In no event shall Acres settle any such claim, lawsuit or
proceeding other than a claim for money damage without Station's prior written
approval.
(c) If, as a result of any claim of infringement against any patent,
copyright or other property right, Acres or Station are enjoined from using all
or part of the System, or if Acres believes that all or part of the System is
likely to become the subject of a claim of infringement, Acres, at its sole
expense, may procure the right for Station to continue to use the System, or, in
the alternative, replace or modify the System with components of equal quality
and function, as reasonably determined by Station, so as to make it
non-infringing. The foregoing Subsections (b) and (c) state the entire liability
of Acres with respect to infringement of any property rights, copyrights or
patents by the System or any parts thereof.
(d) Acres shall not be liable for any infringement or claim based upon
use of the System in combination with other equipment not contemplated by this
Agreement or with software not supplied by Acres or modifications made by
Station and not authorized by Acres.
(e) Acres represents and warrants that (i) it has not received any
notice of infringement of any validly existing patent, trademark or copyright
for Hardware and Software to be furnished to Station hereunder, and (ii) no
senior executive of Acres is aware that such Hardware or Software infringes on
any intellectual property of others.
15. PROTECTION OF PROPRIETARY INFORMATION. Any data or information received or
acquired by either party to this Agreement relating to the business affairs,
correspondence, customers, finances, methods, products or technology of the
other party that is not made available by the
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other party to the general public shall be treated by both parties as
confidential and proprietary information and shall be protected by both parties
and their employees from disclosure to third parties unless such disclosure is
required by law, regulation or court order. The foregoing obligation shall not
include data or information which is now in the public domain, or which becomes
part of the public domain through no fault of either party prior to the date of
any disclosure. Both parties will employ at least the same degree of care that
they use to protect their own most important confidential information. Both
parties shall inform each of its employees to whom it provides access to the
other party's confidential and proprietary information of the obligations to
keep the information pertaining thereto in confidence. Both parties further
agree that they will take commercially reasonable steps to ensure that the terms
of this provision are not violated by any of its employees or agents.
16. EXCLUSIVITY. During the respective exclusivity periods set forth below,
Acres agrees not to sell, license, or otherwise permit the use of, directly or
indirectly, Coinless Transit or any Bonusing Application, whether or not
licensed to Station, to, or by, any person or entity other than Station for use
in any casino gaming operation located within a twenty-five (25) mile radius of
the intersection of Las Vegas Boulevard and Spring Mountain Road in Las Vegas,
Nevada other than: (i) the Rio Hotel Casino; (ii) casinos located within the Las
Vegas Strip (defined as the area bounded on the east by Paradise Road and
straight extensions thereof, on the north by Charleston Boulevard, on the west
by I-15 and on the south by Sunset Road and straight extensions thereof); (iii)
casinos located within Downtown Las Vegas (defined as the area bounded on the
east by Eastern Avenue and straight extensions thereof, on the west by Main
Street, on the north by I-515/US 95, and on the south by Charleston Boulevard;
(iv) casinos located in Primm and Jean, Nevada and the Lake Las Vegas
development area; and (v) casinos owned by or purchased in the future by
Mandalay Resorts, MGM Mirage, Harrah's Entertainment or Hyatt, or any of their
affiliates, except for Arizona Charlie's, Arizona Charlie's East, Sam's Town,
Gold Coast, The Orleans, Suncoast, The Las Vegas Pauite Hotel-Casino, The Regent
Las Vegas, Jerry's Nugget, Silverton and the proposed Palms (located on Flamingo
Road between Valley View Boulevard and Arville Road) (the "Restricted Area").
(a) The exclusivity period for Coinless Transit commenced on September
29, 2000 and shall expire on December 31, 2001; provided, however, that if
Station does not enter into a binding agreement to purchase Coinless Transit for
installation on at least 2,000 games by April 30, 2001, the exclusivity period
under this subsection (a) shall expire June 30, 2001.
(b) The exclusivity period for all Bonusing Applications licensed by
Station hereunder commenced on September 29, 2000 and shall expire three (3)
years after the Go Live date for all Casino Locations other than Green Valley
Ranch, but in no case later than December 31, 2005. This exclusivity period may
be extended for two (2) additional years if Station purchases an additional
40,000 Bonusing Licenses by December 31, 2004,at the pricing set forth in
Section 4(d). In the event Station elects to purchase the 40,000 additional
Bonusing Licenses, Station shall give Acres notice thereof by June 30, 2004. For
purposes of calculating purchases to determine exclusivity periods, Coinless
Transit or any Bonusing Application purchased in lieu of Coinless Transit shall
be deemed to not be a Bonusing Application.
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(c) For those Bonusing Applications not licensed by Station hereunder,
the exclusivity period commenced on September 29, 2000 and shall expire December
31, 2002. If the exclusivity period for all Bonus Applications licensed by
Station pursuant to Section 16(b) is then in force, the exclusivity period for
Bonusing Applications not licensed by Station may be extended as follows:
(i) Until December 31, 2003, if Station has purchased a minimum of
Sixty-Three Thousand (63,000) Bonusing Licenses, including
48,336 Bonusing Licenses committed to in this Agreement
(16,112 Machines multiplied by an average of three Bonus
Applications per Machine), by December 31, 2002. In the event
Station elects to purchase such additional Bonusing Licenses,
Station shall give Acres notice thereof by June 30, 2002.
(ii) Until December 31, 2004, if Station has purchased (a) a
minimum of Sixty-Nine Thousand (69,000) Bonusing Licenses,
including 48,336 Bonusing Licenses committed to in this
Agreement (16,112 Machines multiplied by an average of three
Bonus Applications per Machine), by December 31, 2003, and (b)
Hardware and Accounting and Analysis software installed on at
least 1000 machines at an Additional Property by December 31,
2003. In the event Station elects to purchase the items
identified in both (a) and (b) in this paragraph, Station
shall give Acres notice thereof by June 30, 2003.
(iii) Until December 31, 2005, if Station has purchased (a) a
minimum of Seventy Five Thousand (75,000) Bonusing Licenses,
including 48,336 Bonusing Licenses committed to in this
Agreement (16,112 Machines multiplied by an average of three
Bonusing Applications per Machine), by December 31, 2004, and
(b) Hardware and Accounting and Analysis software installed on
at least 1000 machines at a second Additional Property by
December 31, 2004. In the event Station elects to purchase the
items identified in both (a) and (b) in this paragraph,
Station shall give Acres notice thereof by June 30, 2004.
(iv) Until December 31, 2006, if (a) Station has purchased a
minimum of Eighty Thousand (80,000) Bonusing Licenses,
including 48,336 Bonusing Licenses committed to in this
Agreement (16,112 Machines multiplied by an average of three
Bonus Applications per Machine) by December 31, 2005, and (b),
if Station has purchased machine hardware and Accounting and
Analysis software installed on at least 1000 machines at a
third Additional Property by December 31, 2005. In the event
Station elects to purchase the items identified in both (a)
and (b) in this paragraph, Station shall give Acres notice
thereof by June 30, 2005.
(d) Station and Acres may agree to jointly develop additional bonusing
applications that are unique, and not part of Acres' library of Bonusing
Applications as of the Effective Date. In
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such event, Station shall pay a mutually agreed upon development fee to Acres.
Station agrees that such additional bonusing applications and all associated
intellectual property including patent rights will remain the property of Acres,
but Acres shall not, for a period of ninety-nine (99) years following the
Effective Date, directly or indirectly, sell, license or otherwise permit the
use of any such applications to, or in, any casino located in the Restricted
Area. Acres will have the right to license such additional Bonusing Applications
to casinos located anywhere except the Restricted Area. From the Effective Date
through December 31, 2005, Acres will pay Station ***CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE SEC*** per additional Bonusing License
sold to any casino operator that was jointly developed by Station and Acres
prior to December 31, 2005. After December 31, 2005, Acres can sell additional
Bonusing Licenses, with no amounts to be paid to Station, to any casino located
outside the Restricted Area.
(e) Station and Acres may determine that certain of Acres Bonusing
Applications require additional modification to satisfy Station's requirements.
The costs of such modifications will be agreed to in advance, and paid by
Station. Such modified Bonusing Applications and all associated intellectual
property including patent rights shall be the property of Acres, but shall be
subject to the exclusivity provisions set forth in Section 16(d) above.
17. TERMINATION. This Agreement may be terminated as follows:
(a) Preservation of Gaming Licenses. The parties hereto acknowledge that
they and their respective subsidiaries and affiliates hold gaming licenses in
various jurisdictions, and that those gaming licenses and those of their
respective subsidiaries are of vital importance to their respective businesses.
In this regard, each party agrees to comply with all reasonable requests made by
the requesting party for information concerning disclosing party's background,
which may include, without limitation, completion by disclosing party of the
requesting party's standard form of Corporate Background Questionnaire and/or
Personal Background Questionnaire, as appropriate. Either party may immediately
terminate this Agreement in the event that:
(i) the disclosing party fails to comply with information requests
as set forth in the foregoing paragraph; or
(ii) it reasonably determines that continued association with the
other party would jeopardize any gaming license held or
pursued by it or any of its subsidiaries.
(b) Survival After Termination or Expiration. The provisions of Section
14 "Indemnity," Section 15 "Protection of Proprietary Information," Section 16
"Exclusivity," Section 18 "Limitation of Liability," Section 19 "Compliance
Program," and Section 20 "General," shall survive and continue beyond any
expiration or termination of this Agreement.
18. LIMITATION OF LIABILITY. In no event will either party be liable to the
other for any incidental or special damages, lost profits, lost savings, or any
other consequential damages regardless of
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the form of action, even if such party has been advised of the possibility of
such damages, resulting from the subject matter of this Agreement.
19. COMPLIANCE PROGRAM. The parties acknowledge that each of Station and
Acres, as a company operating under privileged licenses in a highly regulated
industry, maintains a compliance program to protect and preserve its name,
reputation, integrity, and good will of itself and its subsidiaries and
affiliates through a thorough review and determination of the integrity and
fitness, both initially and thereafter, of any person or company that performs
work for those companies or with which those companies are otherwise associated,
and to monitor compliance with the requirements established by gaming regulatory
authorities in various jurisdictions around the world. This Agreement and the
association of each party (the "approving party") and its subsidiaries and
affiliates with the other party (the "approved party") are contingent on the
continued approval of the approving party and the approving party's compliance
committee under its compliance program. The approved party shall cooperate with
the approving party and its compliance committee as reasonably requested by the
approving party or its committee and provide that committee with such
information as the approving party may request. If the approving party's
compliance committee reasonably determines, at any time, that continued
association by the approving party with the approved party would jeopardize any
gaming license held or pursued by the approving party or any of its
subsidiaries, then the approving party, acting on the recommendation of its
committee, can withdraw its approval of this Agreement by providing written
notice to the approved party of such withdrawal, then this Agreement shall
immediately be void and neither party shall have any rights thereunder.
Notwithstanding any such termination, the terminating party shall pay all
outstanding amounts due the non-terminating party as of the termination date,
unless prohibited by law or an order from regulatory authorities.
20. GENERAL PROVISIONS.
(a) Assignment. Neither party hereto may assign its rights or delegate
its duties under the Agreement to any other person or entity, by operation of
law or otherwise, without the prior written consent of the other party hereto;
provided, however, that the assigning party may, without the prior written
consent of the other party, assign its rights and/or duties under the Agreement
to (i) an entity in which the assigning party has a majority ownership and right
of control, or (ii) any successor entity in connection with an asset sale, a
merger, reorganization or other corporate restructuring of the assigning party.
Subject to the preceding sentence, this Agreement shall inure to the benefit of
and be binding upon the parties and their respective successors and permitted
assigns.
(b) Gaming Approvals. This Agreement is contingent on any necessary
approvals, including approvals of the Hardware and Software Products ("Gaming
Approval"), by the Nevada State Gaming Control Board and the Nevada Gaming
Commission (the "Gaming Authorities"). Each party shall promptly apply to the
Gaming Authorities for any licenses and approvals necessary for that party to
perform under this Agreement, shall diligently pursue its applications and pay
all associated costs and fees, and in connection with those applications, shall
otherwise cooperate with each other and promptly comply with any requests,
inquiries, or investigations of
14
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the Gaming Authorities or other law enforcement agencies. If any Gaming Approval
is denied, suspended, or revoked, this Agreement shall be void; provided,
however, that if the denial, suspension, or revocation affects performance of
the Agreement in part only, the parties may, by mutual agreement, continue to
perform under this Agreement to the extent it is unaffected by the denial,
suspension, or revocation.
(c) Force Majeure. If either party is prevented or restricted directly
or indirectly from carrying out all or any of its obligations under this
agreement, except Station's duty to pay the Purchase Price or portion thereof
(such portion to be based on the prices set forth in Exhibit A, of Products for
which payment is due hereunder prior to the force majeure event), by reason of
strike, lockout, fire, explosion, floods, riot, war, accident, acts of God,
embargo, legislation, U.S. export laws or regulations, shortage of or a
breakdown in transportation facilities, civil commotion, unrest or disturbances,
cessation of labor, government interference or control, or any other cause or
contingency (excluding financial inability to perform) beyond the reasonable
control of that party (each, a "Force Majeure Event"), other than denial,
suspension or revocation of Gaming Approvals, the party so affected shall be
relieved of its obligations hereunder during the period that such event and its
consequences continue but only to the extent so prevented and shall not be
liable for any delay or failure on the performance of any obligations hereunder
or loss or damages, either general, special or consequential which the other
party may suffer due to or resulting from such delay or failure, provided always
that written notice shall promptly be given of any such inability to perform by
the effected party. Specifically, any time period for performance of Acres'
obligations hereunder shall be extended by the number of days in the period
Acres is prevented by a Force Majeure Event or other cause attributable to
Station from performing its obligations hereunder. Any party invoking force
majeure shall, upon termination of such event, promptly give written notice
thereof to the other party.
(d) Attorneys' Fees. If either party brings any arbitration or other
legal proceeding under this Agreement, the prevailing party shall be entitled to
recover its reasonable attorneys' fees and costs from the non-prevailing party.
(e) Divisibility. If any provision of this Agreement is found to be
prohibited by law and invalid, or for any other reason if any provision is held
to be unenforceable, in whole or in part, such provision shall be ineffective to
the extent of the prohibition or unenforceability without invalidating or having
any other adverse effect upon any other provision of this Agreement.
(f) Entire Agreement. This Agreement, including the documents and the
instruments and Exhibits and Schedules referred to herein, together constitute
the entire agreement between the parties relating to the subject matter of those
agreements and supersede all prior or contemporaneous negotiations or
agreements, whether oral or written, relating to the subject matter hereof. No
extension, modification or amendment of this Agreement shall be binding upon a
party unless such extension, modification or amendment is set forth in a written
instrument, which is executed and delivered on behalf of such party. Station's
purchase order does not add or modify the terms contained in this Agreement.
15
16
(g) Governing Law. This agreement shall be governed by the law of the
State of Nevada, without reference to any Nevada choice of law provisions. Each
party hereto consents to, and waives any objection to ▇▇▇▇▇ County, Nevada as
the proper and exclusive venue for any disputes arising out of or relating to
the Agreement. The provisions of this Section 20 (g) are subject to and to be
construed consistently with the provisions of Section 20 (h) below.
(h) Arbitration. Any dispute or controversy arising out of or relating
to the Agreement or any breach hereof ("Arbitrable Claims") shall be determined
and settled by arbitration to be held in Las Vegas, Nevada, in accordance with
the commercial arbitration rules of the American Arbitration Association then in
effect. An award rendered in any such arbitration shall be final and binding in
all aspects upon the parties, and shall be the exclusive remedy for all
Arbitrable Claims. Judgment may be rendered upon the award by the courts of the
State of Nevada and the parties consent to jurisdiction of such courts.
Notwithstanding the foregoing, injunctive relief and other equitable remedies
may be sought in the state court located in ▇▇▇▇▇ County, Nevada or the federal
district court located in ▇▇▇▇▇ County, Nevada. THE PARTIES HERETO HEREBY WAIVE
ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE
CLAIMS.
(i) No Joint Venture. Each party, including its servants, agents and
employees, is deemed to be an independent contractor and not an agent, joint
venturer, employee, or representative of the other, and neither party may create
any obligations or responsibilities on behalf of or in the name of the other
party.
(j) Waiver. The failure of either party to enforce, in any one or more
instances, any of the terms or conditions of this Agreement shall not be
construed as a waiver of the future performance of any such term or condition.
(k) Non-Disclosure. Except as required by law, regulation, court order
or other legal process, neither party shall disclose the existence or terms and
conditions of this Agreement to third parties except with prior written
agreement of the other party.
(l) Notice. Notices under this Agreement shall be addressed to:
To Acres: Acres Gaming Incorporated
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
CEO and Chairman of the Board
With a copy to: ▇▇▇▇▇▇▇ Coie LLP
▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
16
17
To Station: Station Casinos, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: ▇▇▇▇ ▇▇▇▇▇▇▇
Vice President of Operations/Development
With a copy to: Station Casinos, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, Esq.
Executive Vice President and General Counsel
Any notice or other communication herein required or permitted to be given
shall be in writing and may be personally served, telexed or sent by facsimile
or United States mail, certified, return receipt requested, or by courier
service, and shall be deemed to have been given when delivered in person or by
courier service, upon receipt of facsimile or telex, or three business days
after depositing it in the United States mail as aforesaid with postage prepaid
and properly addressed.
(m) Each signatory's obligations under this Agreement shall be deemed to
be for the benefit of the other signatories to this Agreement. Each signatory
and its Signatory Affiliates, if any, shall each have a direct right of action,
as a third party beneficiary or otherwise, against the other signatory or
Signatory Affiliates.
(n) In the event that any signatory breaches, or threatens to commit a
breach of any material obligations under this Agreement, the non-breaching
signatory and each and all of its Signatory Affiliates, if any, shall, in
addition to any other right or remedy available at law or in equity, have the
right and remedy to enjoin, preliminarily and permanently, the breaching
signatory from breaching or threatening to breach any such provisions and to
have the provisions specifically enforced by any court of competent jurisdiction
in ▇▇▇▇▇ County, Nevada. Each signatory acknowledges and agrees that any breach
or threatened breach of such provision would cause irreparable harm to the
non-breaching signatory and its Signatory Affiliates, if any, and that money
damages would not provide an adequate remedy to the non-breaching signatory and
its Signatory Affiliates, if any. Each signatory further acknowledges and agrees
that such provisions are reasonable and valid in time, scope, geographic area
and all other respects, and are necessary to protect the legitimate business
interests of the non-breaching signatory and its Signatory Affiliates, if any.
(o) Counterparts/facsimile. The Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute a single Agreement. Each party may rely upon the
facsimile signature of the other.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.
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"STATION" "ACRES"
STATION CASINOS, INC., AGI DISTRIBUTION, INC.,
a Nevada corporation d/b/a Acres Gaming Incorporated,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------- ----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Executive Vice President Name: ▇. ▇. ▇▇▇▇▇▇▇
Chief Financial Officer --------------------------------
Chief Administrative Officer Title: President
-------------------------------
PALACE STATION HOTEL & CASINO, INC.,
a Nevada corporation ACRES GAMING INCORPORATED
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------- By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------- Name: ▇. ▇. ▇▇▇▇▇▇▇
--------------------------------
Title: Senior VP/Treasurer
-------------------------------- Title: Chief Executive Officer
-------------------------------
BOULDER STATION, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------
Title: Senior VP/Treasurer
--------------------------------
TEXAS STATION, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
---------------------------------
Title: Senior VP/Treasurer
--------------------------------
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SUNSET STATION, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
Title: Senior VP/Treasurer
---------------------------------
SANTA FE STATION, INC.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
Title: Senior VP/Treasurer
---------------------------------
GREEN VALLEY RANCH GAMING, LLC,
a Nevada limited liability company
By: GV Ranch Station, Inc., Its Manager
------------------------------------
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
Title: Senior VP/Treasurer
---------------------------------
19
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EXHIBIT A
COMPONENT DETAIL AND PRICING
***CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC***
20
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EXHIBIT B
MINIMUM SPECIFICATIONS FOR BACK OFFICE HARDWARE
ONE SQL DATABASE SERVER IS NEEDED FOR EACH OF THE FOLLOWING APPLICATIONS:
- Player Cache
- Wizard
SPECIFICATIONS:
Dual ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ III processors - 100 Mhz system bus
512 KB ECC cache
2 GIG ECC SDRAM
9 gig internal drives for mirrored operating system (requires 2 per
server)
Adaptec dual port 10/100 Ethernet card (two ports required for Clustering
Servers)
Dual Ultra2 SCSI controllers with 80-MBps data transfer - RAID on board
controller - upgradeable to fiber channel Video card capable of 1024 x
768 with 8 meg Video RAM
Floppy drive
24x CD-ROM drive
4 PCI slots
Operating system - Microsoft Windows NT 4.0 Server (Enterprise SP 4 or 5
required if servers are clustered)
Database - Microsoft SQL Server (Enterprise SP 1 required if servers are
clustered)
All hardware must be Microsoft Cluster Certified
Must be installed by a Microsoft Cluster Certified technician
STORAGE SPECIFICATION FOR EACH DATABASE SERVER:
Dual Ultra2 SCSI interface, Microsoft Cluster Certified Storage Bay,
expandable to 12 drives, hot swappable, 80 MBps throughput, upgradeable
to fiber channel
18gig 10K rpm Ultra2 SCSI for database (requires 5)
9gig 10K rpm Ultra2 SCSI for log files (requires 2)
OTHER SERVERS FOR THE FOLLOWING FUNCTIONS: (5 REQUIRED)
- Concentrator
- Translator
- BDC (Bif Server)
- PDC (Com_Hub Server)
- Configuration workstation
- Backup Server
SPECIFICATION:
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ III
512 cache
256 meg RAM
9 gig internal drives (mirrored operation system optional)
Adaptec dual port 10/100 Ethernet cards (requires 2) - the Concentrator
will require a 4 port Adaptec Ethernet card
Operating system - Microsoft Windows NT 4.0 Server
21
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Database - Microsoft SQL Server
22
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EXHIBIT C
OTHER STATION HARDWARE NECESSARY TO OPERATE THE SYSTEM AT CASINO LOCATION
-----------------------------------------------------------------------------------------------------------------
STATION NAME EQUIPMENT MISC.
-----------------------------------------------------------------------------------------------------------------
JP Fill Station IBM 4695 (Micros)
Power Supply
Mag Reader
Key Board (Qtronix Scorpius 83)
Cat5 Patch cable
Epson TMU200B
R232 cable 9 to 25
HP 2100NT (dual tray)
Parallel Printer Cable
2 ea. External floppy drives per Casino
Attendant Station IBM 4695 (Micros)
Power Supply
Mag Reader
Key Board (Qtronix Scorpius 83)
Cat5 Patch cable
Metrol Logic Scanner Mdl 6270
RS232 cable 9 to 9 Str.
Neuron CT894-3A-5050 Card
reader/encoder
RS 232 Cable 9 to 9 Null
Soft Count Station Supplied by Glory with NIC card.
Primary Station (Shared drives required)
Cat5 Patch cable
Glory GFR
Panasonic Dot Matrix Printer
Parallel Printer Cable
Dolphin bar code scanner,
Docking bay and spare battery
RS232 cable 9 to 9 Str.
Accounting Work Dell PIII 400 Mhz 128 Meg RAM For equipment and machine labels
Stations
Cat5 Patch cable
Epson TM60II or Zebra DA402 Bar
Code Label maker Parallel Printer Cable
-----------------------------------------------------------------------------------------------------------------
Network Shared report Printer
-----------------------------------------------------------------------------------------------------------------
Station Name Equipment Misc.
-----------------------------------------------------------------------------------------------------------------
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Hard Count Dell PIII 400 Mhz 128 Meg RAM
Cat5 Patch cable
Toledo Coin Counter
R232 cable 9 to 25
-----------------------------------------------------------------------------------------------------------------
Soft Count Dell
Secondary Station
Cat5 Patch cable
Hand Held Products Dolphin station
RS232 cable 9 to 9 Str.
Dolphins One per drop crew
Event Monitor Dell
Cat5 Patch cable
OKI Data 321
Parallel Printer Cable
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ or Dell equivalent.
Cat5 Patch cable
Color printer and or plotter
Parallel Printer Cable
Paging System Dell
Cat5 Patch cable
Zetron Paging Encoder( #640)
GM300 Transmitter
Advisor Gold UHF Pagers
Power Supply
Cabinet
Antenna Design
-----------------------------------------------------------------------------------------------------------------
CASHLESS REQUIREMENTS
-----------------------------------------------------------------------------------------------------------------
Cashless Terminal IBM 4695 or Micros POS workstation Power Supply
1 per booth/window Integrated Card Swipe (Smart Card capable)
Numeric Keypad (Optional)
Cat 5 Patch Cable
EPSON TMU200B RS232 cable 9 to 25
(TBD) Pin Pad Power Supply
Smart Card Capable with 20 char display
-----------------------------------------------------------------------------------------------------------------
2
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EXHIBIT D
END-USER SOFTWARE LICENSE AGREEMENT
[TO BE EXECUTED BY STATION, EACH CASINO LOCATION AND ADDITIONAL PROPERTY]
THIS END-USER SOFTWARE LICENSE AGREEMENT (this "Agreement") is made
effective on the date last signed below, by and among AGI Distribution, Inc., a
Nevada corporation, and Acres Gaming Incorporated, a Nevada corporation
(collectively, "Licensor"), and _______________, a Nevada Corporation
("Licensee").
1. LICENSE.
(a) Subject to the terms herein, Licensor grants to Licensee, and
Licensee accepts from Licensor, a perpetual (subject to termination clauses in
Section 6), non-exclusive and non-transferable license to use Licensor's
software and firmware as provided under that certain Equipment Sale Agreement,
dated as of even date herewith, between Licensor and Licensee (the "Equipment
Sale Agreement"). A description of the software is attached as Schedule A (the
"Software").
(b) The Software shall be used only on equipment located at a Casino
Location operated by Licensee or an Additional Property as set forth in the
Equipment Sale Agreement. The Software shall be used only in connection with
businesses owned or operated by Licensee. Licensee shall not: (1) permit any
third party to use the Software, or (2) use the Software for any purpose other
than in connection with operating the Licensee's gaming devices.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Licensee may not reverse engineer, decompile, or disassemble the
Software, except and only to the extent that such activity is expressly
permitted by applicable law notwithstanding this limitation.
(b) Licensee must maintain all copyright notices on all copies of the
Software.
(c) Licensee may not distribute copies of the Software to third parties.
3. ROYALTY. The license granted herein is granted by Licensor pursuant to the
Equipment Sale Agreement, and is granted in consideration of such agreement. No
further license fee or royalty shall be payable to Licensor by Licensee.
4. TITLE TO SOFTWARE; CONFIDENTIALITY. The Software and all programs
developed hereunder, except Software described in Section 16(d) and Section
16(e) of the Equipment Sales Agreement and all copies thereof are proprietary to
Licensor and title thereto remains in Licensor. All applicable rights to
patents, copyrights, trademarks and trade secrets in the Software are and shall
remain in Licensor. Licensee shall
1
26
not sell, transfer, publish, disclose, display or otherwise make available the
Software or copies thereof to others. Licensee agrees to secure and protect each
module, Software product, documentation and copies thereof in a manner
consistent with the maintenance of Licensor's rights therein and to take
appropriate action by instruction or agreement with its employees or consultants
who are permitted access to the Software product to satisfy its obligations
hereunder. All copies made by Licensee of the Software are the property of
Licensor, except Software described in Section 16(d) of the Equipment Sales
Agreement.
5. TECHNOLOGY ESCROW. Acres agrees that the Source Code for all Software
shall be deposited in escrow pursuant to a Technology Escrow Agreement in the
form of Exhibit H to the Equipment Sale Agreement. Acres will certify the
completeness of deposit on January 1 and July 1 of each year. If Source Code is
released to Licensee, Licensee shall use the Source Code solely to maintain the
Software.
6. TERMINATION.
(a) Licensor shall have the right to terminate this Agreement and
license(s) granted herein upon thirty (30) days' written notice in the event (i)
Licensee, its officers or employees violates any material provision of this
Agreement, provided that if Licensee cures such violation within such thirty
(30) day period, this Agreement shall not terminate, or (ii) Licensee (A)
terminates its business, (B) becomes subject to any bankruptcy or insolvency
proceeding under federal or state statute, or (C) becomes insolvent or becomes
subject to direct control by a trustee, receiver or similar authority.
(b) In the event of termination by reason of the Licensee's uncured
failure to comply with any material part of this Agreement, or upon any act
which shall give rise to Licensor's right to terminate, Licensor shall have the
right, at any time thereafter, to terminate the license(s) and take immediate
possession of the Software and documentation and all copies wherever located,
without demand or notice. Within fifteen (15) days after termination of the
license(s), Licensee will return to Licensor the Software in the form provided
by Licensor or as modified by the Licensee, or upon request by Licensor destroy
the Software and all copies, and certify in writing that they have been
destroyed. Termination under this paragraph shall not relieve Licensee of its
obligations regarding confidentiality of the Software.
(c) Without limiting any of the above provisions, in the event of
termination as a result of Licensee's uncured failure to comply with any of its
material obligations under this Agreement, Licensee shall continue to be
obligated for any payments due until the end of the quarter in which the
Software is returned to Licensor or destroyed. Termination of the license(s)
shall be in addition to and not in lieu of any equitable remedies available to
Licensor.
7. LICENSED LOCATIONS. Use of the Software by Licensee at any location other
than Casino Locations or Additional Properties (both as defined in the Equipment
Sale Agreement) unless otherwise agreed to between Acres and Licensee, shall be
the basis for immediate termination of this Agreement. Termination of the
Agreement shall be in addition to, and not in lieu of, any equitable remedies
available to Licensor.
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8. GENERAL PROVISIONS.
(a) Notice. Any notice, request, demand, or other communication that is
required or permitted under this Agreement shall be given according to the terms
of Section 20 (l) of the Equipment Sale Agreement.
(b) Attorneys' Fees. If either party brings any legal action or other
proceeding for breach of this Agreement, the prevailing party shall be entitled
to recover its reasonable attorneys' fees and costs. Disputes hereunder shall be
arbitrated according to the terms of Section 20 (h) of the Equipment Sale
Agreement.
(c) Divisibility. If any provision of this Agreement is found to be
prohibited by law and invalid, or for any other reason if any provision is held
to be unenforceable, in whole or in part, such provision shall be ineffective to
the extent of the prohibition or unenforceability without invalidating or having
any other adverse effect upon any other provision of this Agreement.
(d) Entire Agreement. This agreement, including the documents and the
instruments referred to herein, constitutes the entire agreement between the
parties relating to its subject matter and supersedes all prior or
contemporaneous negotiations or agreements, whether oral or written, relating to
the subject matter hereof. No extension, modification or amendment of this
agreement shall be binding upon a party unless such extension, modification or
amendment is set forth in a written instrument, which is executed and delivered
on behalf of such party.
(e) Assignment. Neither party hereto may assign its rights or delegate
its duties under the Agreement to any other person or entity, by operation of
law or otherwise, without the prior written consent of the other party hereto;
provided, however, that the assigning party may, without the prior written
consent of the other party, assign its rights and/or duties under the Agreement
to (i) an entity in which the assigning party has a majority ownership and right
of control, or (ii) any successor entity in connection with a merger,
reorganization or other corporate restructuring of the assigning party. Subject
to the preceding sentence, this Agreement shall inure to the benefit of and be
binding upon the parties and their respective successors and permitted assigns.
(f) Governing law. This Agreement shall be governed by the laws of the
State of Nevada and by the United States copyright laws.
In Witness Whereof, the parties hereto have duly executed this Agreement,
including the Schedules attached hereto and incorporated herein by reference, as
of the date last signed below.
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"LICENSOR" "LICENSEE"
AGI DISTRIBUTION, INC., _____________________________
a Nevada corporation a Nevada
By:___________________________________ By:__________________________________
Title:________________________________ Title:_______________________________
Date:_________________________________ Date:________________________________
ACRES GAMING INCORPORATED,
a Nevada corporation
By:___________________________________
Title:________________________________
Date:_________________________________
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EXHIBIT D -- SCHEDULE A
DESCRIPTION OF SOFTWARE
Wizard(TM) slot accounting
Merlin(TM) casino mapping & analysis
Security and exception messaging
Lucky Coin(R)
Xtra Credit
Return Play
Coinless Transit (or its replacement with a bonus application to be
selected by Station by February 15, 2001)
Bonus Engine II firmware
Concentrator software
Translator software
Configuration workstation software
CMS (Player Tracking) interface
Acres ticket in/ticket out tracking software
In addition, Software shall include software to be developed in Section 9 of the
Equipment Sale Agreement, and any Bonusing Applications developed by Acres which
Station may wish to purchase prior to December 31, 2004, or an extended date,
pursuant to Section 16 (b) of the Equipment Sale Agreement.
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EXHIBIT E
END-USER TRADEMARK LICENSE AGREEMENT
[TO BE EXECUTED BY STATION, EACH CASINO LOCATION AND ADDITIONAL PROPERTY]
THIS END-USER TRADEMARK LICENSE AGREEMENT (this "Agreement"), effective as
of the date last written below, by and among AGI Distribution, Inc., a Nevada
corporation, and Acres Gaming Incorporated, a Nevada corporation (collectively,
"Licensor"), and ____________, a Nevada _____________ ("Licensee").
Licensor has rights to the trademarks, names, characters, symbols,
designs, likenesses, and visual representations set forth in Schedule A
(collectively, the "Property"). Licensee desires a license to utilize the
Property in connection with the operation of casinos. Accordingly, in
consideration of the mutual promises herein contained, it is mutually agreed as
follows:
1. LICENSE.
(a) In accordance with the terms herein, Licensor grants to Licensee a
perpetual (subject to the termination clauses in Section 7), non-exclusive and
non-transferable license to utilize the Property to advertise and promote the
operation of casinos subject to Licensor's approval as provided in subparagraphs
3(b) and 3(d) hereof.
(b) The license hereby granted extends only to the operation of Palace
Station by Licensee or its subsidiaries or affiliates. Licensee shall not make,
or authorize, any use, direct or indirect, of the Property in connection with
any other goods or services.
2. NO ROYALTIES. The license granted herein is granted by Licensor
pursuant to the Equipment Sale Agreement dated of even date herewith between
Licensor and Licensee (the "Equipment Sale Agreement"), executed in connection
herewith, and is granted in consideration of such agreement. No further license
fee or royalty shall be payable to Licensor by Licensee.
3. LICENSOR'S RIGHTS OF APPROVAL AND QUALITY CONTROL.
(a) Licensee represents, warrants, covenants, and agrees that it will
use the Property in a manner designed to protect and enhance the reputation and
integrity of the Property and the good will associated therewith, and Licensor
reserves all rights of approval which are necessary to achieve this result.
(b) Licensee agrees to use only those tags, labels, imprints, and other
devices, and only the format or formats and design or designs of the Property
which Licensor shall first authorize and approve in writing. Licensor shall have
the right to restrict the use of a particular design or format of the Property
to a particular use, within the scope of this Agreement, and require that said
format or design of the Property be put to no other use.
PAGE 1
31
(c) Licensee agrees to affix to any format, design, carton, container or
other packaging or wrapping, or advertising, promotion, or display material
which employs any of the Property such notice or notices of trademark or
copyright as are reasonably requested by Licensor. Such material shall not be
included on the Player Tracking card or on the lexan overlay on any slot
machine.
(d) Licensee agrees that that the Property shall be used only on
displays and advertising and other promotional materials for the games, bonuses
and features implemented by Licensor's computer software running on a network
connected to gaming devices located _________________ [name of the specific
covered Casino].
4. PROTECTION OF LICENSOR'S RIGHTS.
(a) Licensor may, in its discretion, file applications for trademark
registration or may take other action which it deems necessary to protect its
rights. Such action shall be taken at Licensor's sole expense, and Licensee
agrees to cooperate with and assist Licensor, at Licensor's expense, as required
to obtain such protection.
(b) Licensee agrees to assist Licensor to the extent necessary to
protect any of Licensor's rights in the Property, and Licensor, if it so
desires, may commence or prosecute any claims or suits in its own name or in the
name of Licensee or join Licensee as a party thereto. Licensee shall notify
Licensor in writing of any infringements of the Property which may come to
Licensee's attention, and Licensor shall have the sole right to determine
whether or not any action shall be taken on account of any such infringements or
imitations. Licensee shall not institute any suit or take any action on account
of any such infringements or imitations without first obtaining the written
consent of the Licensor to do so.
(c) Licensee shall not use the Property or any portion thereof with or
in connection with a name or trademark of any other party such as to create the
impression that any trademark or property rights of Licensor are related to any
such rights of a third party, including Licensee.
5. WARRANTY AND INDEMNIFICATION.
(a) Licensor represents and warrants that it has the full power and
authority to enter into this Agreement and that the execution and delivery
thereof will not result in a violation of, or breach under, any agreement to
which Licensor is a party or by which Licensor may be bound. Licensor agrees to
indemnify and hold harmless Licensee and its subsidiaries and affiliates and
their respective officers, directors, shareholders, its members, employees,
agents, successors, and assigns against any and all losses, damages, and
expenses (including attorney fees and costs) arising out of or related to any
claims or suits arising out of a breach or alleged breach of the foregoing
warranty, provided that prompt notice is given to Licensor of any such claim or
suit and provided, further, that Licensor shall have the option to undertake and
conduct the defense of any such suit and no settlement of any such claim or suit
is made without the prior written consent of Licensor.
PAGE 2
32
(b) Licensee represents and warrants that Licensee has the full power
and authority to enter into and perform this Agreement, that there is no
contract, agreement, or understanding with any other person, firm, or
corporation which would interfere with the obligations assumed by Licensee
hereunder. Licensee agrees to indemnify and hold harmless Licensor, its
employees, officers, directors, stockholders, licensees, successors, and
assigns, from and against any and all losses, damages, costs, and expenses,
including the legal fees and expenses incident thereto, arising from any suit,
claim or demand based upon any breach or alleged breach of the warranties
contained in this paragraph.
6. SOLE AND EXCLUSIVE OWNERSHIP.
Licensee acknowledges that is not acquiring any ownership rights in the
Property under this Agreement and if ownership rights are acquired in any other
manner, such rights are hereby assigned to Licensor.
7. TERMINATION.
(a) This Agreement shall be automatically and immediately terminated if
any one or more of the following events occur:
(i) the filing of a voluntary or involuntary petition in
Bankruptcy with respect to Licensee;
(ii) the execution by Licensee of an assignment for the benefit of
creditors or a composition with creditors;
(iii) the insolvency (as that term is defined under the Federal Laws
of Bankruptcy) of Licensee; or
(iv) the appointment of a receiver of Licensee or any of its
property.
(b) If Licensee breaches any of the material terms and conditions of
this Agreement, including but not limited to its obligations under paragraph 3,
then, in such event, Licensor may, at its option, terminate this Agreement on
thirty (30) days' prior written notice to Licensee. If Licensee, within that
time, shall have removed the cause or causes of termination to the reasonable
satisfaction of Licensor, Licensor shall rescind, in writing, its notice of
termination.
(c) The obligations assumed by Licensee in paragraphs 5 and 6 shall
survive any termination or cancellation of this Agreement.
8. PROMOTIONAL MATERIAL. In all cases where Licensee desires artwork
involving operation of a casino which is the subject of this Agreement to be
executed, the cost of such artwork and the time for the production thereof shall
be borne by Licensee. All artwork and designs involving the Property, or any
reproduction thereof, shall, notwithstanding their creation or use by Licensee,
be
PAGE 3
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and remain the property of Licensee, and Licensor shall not be entitled to use
the same and to license the use of the same by others.
9. EFFECT OF TERMINATION OR EXPIRATION. Upon and after the expiration
or termination of this Agreement, all rights granted to Licensee hereunder shall
forthwith revert to Licensor, and Licensor shall be free to license others to
use the Property, or any of them, in connection with the manufacture, sale, and
distribution of the casino services covered hereby and Licensee will refrain
from further use of the Property.
10. GENERAL PROVISIONS.
(a) Notice. Any notice, request, demand, or other communication that is
required or permitted under this Agreement shall be deemed properly given
according to the terms of Section 20 (l) of the Equipment Sale Agreement.
(b) Governing Law. This Agreement shall be governed by the and construed
in accordance with the substantive law of the state of Nevada, without giving
effect to any conflicts or choice of laws principles that otherwise might be
applicable.
(c) Forum Designation. Any suit brought by either party against the
other party for claims arising out of this Agreement shall be brought in the
United States Court for the District of Nevada, in any Nevada state court. Each
party hereto irrevocably waives, to the fullest extent permitted by applicable
law, any objection that it may now or hereafter have to the laying of the venue
of any such proceeding brought in such court and any claim that any such
proceeding brought in such court has been brought in an inconvenient forum.
(d) Attorneys' Fees. If either party brings any legal action or other
proceeding for breach of this Agreement, the prevailing party shall be entitled
to recover its reasonable attorneys' fees and costs. Disputes hereunder shall be
arbitrated according to the terms of Section 20 (h) of the Equipment Sale
Agreement.
(e) Divisibility. If any provision of this Agreement is found to be
prohibited by law and invalid, or for any other reason if any provision is held
to be unenforceable, in whole or in part, such provision shall be ineffective to
the extent of the prohibition or unenforceability without invalidating or having
any other adverse effect upon any other provision of this Agreement.
(f) Entire Agreement. This Agreement, including the documents and the
instruments referred to herein, constitutes the entire agreement between the
parties relating to its subject matter and supersedes all prior or
contemporaneous negotiations or agreements, whether oral or written, relating to
the subject matter hereof. No extension, modification or amendment of this
Agreement shall be binding upon a party unless such extension, modification or
amendment is set forth in a written instrument, which is executed and delivered
on behalf of such party.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement,
including the Schedules attached hereto and incorporated herein by reference, as
of the date last signed below.
"LICENSOR" "LICENSEE"
AGI DISTRIBUTION INC.,
a Nevada corporation By:__________________________________
By:___________________________________ Name:________________________________
Name:_________________________________ Title:_______________________________
Title:________________________________
ACRES GAMING INCORPORATED,
a Nevada corporation
By:___________________________________
Name:_________________________________
Title:________________________________
PAGE 5
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EXHIBIT E -- SCHEDULE A
(THE PROPERTY)
ACRES(TM)
ACRES(TM) and design
ACRES BONUSING SYSTEM(TM)
WIZARD(TM) slot accounting
MERLIN(TM) casino mapping
LUCKY COIN(R) bonusing
XTRA CREDIT(TM) bonusing
RETURNPLAY(TM) bonusing
COINLESS TRANSIT(TM)
In addition, the Property shall include trademarks associated with software to
be developed in Section 9 of the Equipment Sale Agreement, and any Bonusing
Applications developed by Acres which Station may wish to purchase prior to
December 31, 2004, or an extended date, pursuant to Section 16 (b) of the
Equipment Sale Agreement.
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EXHIBIT F
PRE-INSTALLATION CHECKLIST
The following information must be provided to Acres at least eight (8) weeks
prior to commencement of the Installation:
[ ] Floor layout of gaming areas
[ ] Wiring plans that comply with Acres wiring specifications
[ ] Power sources that comply with Acres power specifications
[ ] Detailed machine listing
[ ] Equipment to be provided by Station for integration into the Acres
System
[ ] Server location layout and environment meeting Acres specifications
The following items must be completed prior to
commencement of the Installation:
[ ] All network & machine floor wiring completed and certified
[ ] Work stations set up and operating
[ ] Training sessions scheduled
[ ] Key employees in place
[ ] All equipment and networks that are the Station's responsibility in
place
[ ] A lockable staging area available for receiving parts (minimum size 12'
x 12')
[ ] All machines must have a Hard and Soft Drop completed
[ ] Old existing player tracking equipment removed
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ACRES SYSTEM WIRING SPECIFICATION
CAT 5
All data lines will be run in separate conduit or wire trays from AC or any
other signal wiring. Others will be responsible for all pulling and termination
of all cable. Others will also supply all wire, cable and terminations.
Each location will have two Cat 5 UTP cables pulled from the respective wiring
closet to the equipment location. Cat 5 wiring runs will not exceed 330ft. per
IEEE 802.3 specifications.
Any cable manufacture meeting IEEE 802.3 Cat 5 UTP and local building codes will
be satisfactory. Others will supply all wire, cable, termination and fiber.
Each Cat 5 cable at the equipment end will be terminated in a wall mount RJ45
▇▇▇▇ and punched down to the punch panel at the closet end. IEEE 802.3 Ethernet
wiring specifications will be adhered to in all terminations. Termination method
will be T568B.
Cables will be identified with permanent wire markers at both cable ends and six
feet in from each end. Each RJ45 ▇▇▇▇ or punch down panel will be clearly marked
as to the location or punch down block number.
All cables will be listed and certified as free from any open wires, any shorted
pairs, and any crossed pairs within each Cat 5 cable. All cables will be
protected from damage at either end during construction, carpet laying and
installation of slot stands.
If more than one central wiring closet is used, 4 fiber pairs will be pulled to
the central computer room from each wiring closet. Others will provide a fiber
termination panel in the computer room as well as each of the wiring closets.
Each fiber pair will be identified as to the pair it is and the closet it is
coming from. The same permanent marking as the Cat 5 will be used.
ACRES SYSTEM WIRING SPECIFICATION
▇▇▇▇▇▇ 4 WIRE WITH BANK CONTROLLER CLOSETS
All data lines will be run in separate conduit or wire trays from AC or any
other signal wiring. This specification assumes that the Bank Controller will be
located in a wiring closet. Others will be responsible for pulling and
termination of all cable. Others will also supply all wire, cable and
terminations.
Each slot bank will have 3 ▇▇▇▇▇▇ 8723 and one Cat 5 cable pulled from the
respective wiring closet to the slot bank on the slot floor. Cat 5 wiring runs
will not exceed 330ft. per IEEE 802.3 specifications. Any cable run longer than
280 feet will be accompanied by a pair of glass fiber runs. ▇▇▇▇▇▇ 8723 cable
runs may be up to 1000ft. from wiring closet to slot bank.
Any cable manufacturer meeting IEEE 802.3 Cat 5 UTP and local building codes
will be satisfactory. Four wire cable must meet or exceed ▇▇▇▇▇▇ 8723 wiring
specifications. Others will supply all wire, cable, termination and fiber.
Each Cat 5 cable at the slot bank end will be terminated in a wall mount RJ45
▇▇▇▇ and punched down to the punch panel at the closet end. IEEE 802.3 Ethernet
wiring specifications will be adhered to in all terminations. Termination method
will be T568B.
PAGE 8
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Cables will be identified with permanent wire markers at both cable ends and six
feet in from each end. Each RJ45 ▇▇▇▇ or punch down panel will be clearly marked
as to the bank location or punch down block number.
All cables will be listed and certified as free from any open wires, any shorted
pairs, and any crossed pairs within each ▇▇▇▇▇▇ 8723 cable. All cables will be
protected from damage at either end during construction, carpet laying and
installation of slot stands.
ACRES POWER SPECIFICATIONS
Bonus Engine II (BEII) .5 amp 15watts
Bank Controller 1.0 amp
Server Racks 2 30 amp outlets
PC's 1.5 amps
ACRES SERVER LOCATION SPECIFICATION
9' x 10' room (minimum)
Anti-static floor
Air Conditioned to 70 degrees F.
[ ] Filtered clean room
PAGE 9
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EXHIBIT G
SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT
THIS SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT (this "Agreement") is
entered into effective upon the conclusion of the Initial Warranty Period (the
"Effective Date"), by and among AGI Distribution, Inc., a Nevada corporation,
and Acres Gaming Incorporated, a Nevada corporation (collectively, "Acres"), and
Station Casinos, Inc., a Nevada corporation and its Signatory Affiliates
(collectively, "Station"). Capitalized terms not otherwise defined herein shall
have the meanings set forth in that Equipment Sale Agreement dated ___________,
2001 (the "Equipment Sale Agreement"), between Acres and Station.
Acres has licensed certain software to Station pursuant to various
purchase and license agreements ("License Agreements") and Station wishes to
have Acres perform software maintenance services pursuant to the following terms
and conditions:
1. COVERED SOFTWARE.
This Agreement shall apply to the software identified in Schedule A
attached hereto (the "Software"), unless specifically excluded by an appropriate
notation on that Schedule. This Agreement shall not apply to maintenance of any
hardware provided by Acres nor to accessories, attachments, machines or other
devices not provided by Acres.
2. MAINTENANCE SERVICE AND TRAINING.
(a) Service. Acres shall correct defects in the Software during the Term
(as defined below). Acres' representatives shall have full access to the
Software in order to correct the defects. Acres warrants that it will provide
system support for hardware and software. Acres will provide support for problem
resolution through a Technical Assistance Hotline within Acres Customer Service
Center. This hotline is a 24-hour, 7 day per week telephone support facility
manned by qualified personnel. This facility will have the ability for network
access in to the Casino Locations and Additional Properties and provide
immediate direct assistance, or dispatch a service engineer (SE) or integration
engineer (IE) to the site in accordance with the terms of the software
maintenance agreement. Station agrees to provide Acres with VPN or other similar
high bandwidth network access to allow remote troubleshooting of system
problems. Acres will not provide support that is not requested through the
Technical Assistance Hotline. Acres will determine if on-site support from an
(SE) or (IE) is necessary to resolve the issue. Acres will ▇▇▇▇ at a fixed rate
of $125 per hour without increase during the Term for those services that, in
the opinion of both Acres and Station, are beyond what the parties can
reasonably expect to be included in the annual fee provided for herein. All
travel and expense for on-site support outside the scope of service outlined in
this Agreement will be billed at actual cost to Station. Station may contact the
Customer Service Center to report any problems with software systems
installation, setup/configuration, or function. A Customer Service
Representative will provide telephone support and network interfacing to address
specific issues within a two (2) hour response time. In the event that a
material problem cannot be solved with telephone or network support, a technical
support engineer will be dispatched to the site within four (4) hours from
receiving the notice.
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(b) System Updates. All Wizard upgrades are to be included with the
Acres maintenance agreement. These upgrades to not include new modules providing
new levels of functionality not currently a part of the Wizard system. Acres
will provide upgrades to application software which are related to changes in
technical architecture as part of the software maintenance agreement.
3. SYSTEM BUGS AND DEFECTS. In the event any non-material technical
problem, bug or defect is identified in the system during the Term, Station
shall provide Acres written notice of such non-material problem, and Acres shall
have thirty (30)days to remedy the problem. Acres obligation to remedy any
material problem which results in the substantial inability of the system to
perform tasks it is designed to perform shall be responded to within forty-eight
(48) hours; if Acres is unable to provide said remedy in a timely fashion,
Station may contract with a third party vendor to remedy the problem at Acres
sole expense. Acres agrees to reimburse Station within 10 working days for
invoices received related to the resolution of the problem.
4. SYSTEM ENHANCEMENTS. Station may request enhancement of Acres system
software with new features pursuant to a request submitted in writing to Acres.
This request will include sufficient detail for Acres to estimate the work
required for programming, testing and compliance. Acres will provide written
response to Station within twenty (20) working days and advise whether the
request can be implemented. If the request can be implemented, Acres will
implement enhancements within a mutually agreeable time frame. Station
acknowledges that the time frame will depend on the scope of the request and
that enhancements are normally delivered in scheduled releases of software.
Station further acknowledges that some requests may not be applicable to the
Acres base product and will have to be considered on a case-by-case basis. If
changes are implemented that require a unique version of the software for
Station, Station agrees to pay the ongoing costs of maintaining the unique
version at prevailing hourly rates.
5. CONDITIONS ON SERVICE. This Agreement is contingent upon proper use
of the Software. Acres, in its sole discretion, may be released from its
obligations under this Agreement in the event that one (1) or more of the
following occurs: (i) Improper Use. Errors in the use and operation of the
Software which are caused by Station's incorrect use of the Software, including
but not limited to data input errors or omissions, command function operation
errors, recurring power failures, and Station's failure to train its employees
in the use of the Software and any enhancements and upgrades; (ii) Corrective
Procedures. Errors or defects in the Software which have previously been
reported by Station have been corrected by Acres, but Station has failed or
refused to install or perform the prescribed corrective procedures or programs
provided to it by Acres; (iii) Software Tampering. Errors or defects in the
Software are caused by or the result of alterations or revisions, or attempts to
alter or revise or otherwise tamper with the Software by Station; (iv)
Incompatible Equipment. Errors or defects in the functioning of the Software
caused by or are the result of Station's use of incompatible or non-approved
equipment; or (v) Station's Hardware Fails. Errors or defects in the functioning
of the Software are caused by or are the result of Station's computer hardware,
cabling, gaming devices, gaming support equipment, electrical system and supply,
or any other equipment used by the Station to conduct its gaming operations.
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6. INITIAL TERM AND RENEWAL. This Agreement shall have an initial term
(the "Term") of three (3) years, commencing on the Effective Date, unless
earlier terminated as provided in Section 10 hereof.
7. PRICE AND PAYMENT.
(a) Maintenance Fee. Commencing upon the Effective Date, Station shall
pay to Acres the annual maintenance fee provided in Exhibit A to the Equipment
Sale Agreement as modified by Section 11 of the Equipment Sales Agreement. The
maintenance fee shall be payable quarterly in advance.
(b) Change in the Number. In the event Station adds Software, the
maintenance fee will be increased effective the month following the notice of
increase provided by Acres. Additional maintenance fees will be payable to Acres
within thirty (30) days following the notice of increase. In the event Station
removes Software, the maintenance fee will be decreased effective the month
following the removal of the Software. Prepaid maintenance fees, if any, will be
refunded to Station within thirty (30) days following the notice of removal of
the Software. Written notice of any change in the software must be communicated
immediately, in writing, to Acres.
8. TITLE TO SOFTWARE AND CONFIDENTIALITY. Any changes, additions, and
enhancements in the form of new or partial programs or documentation as may be
provided under this Agreement shall remain proprietary to Acres. The License
Agreement referred to above shall include under its proprietary restrictions any
such additional programming and documentation provided under this Agreement.
Operating System enhancements which are mutually beneficial to both Station and
Acres and serve to improve the functionality of the base product offered to
customers other than Station will be provided free of charge to Station.
The software or any improvements, modifications or changes to the Software
provided hereunder and all copies thereof are proprietary to Acres and title
thereto remains in Acres. All applicable rights to patents, copyrights,
trademarks, and trade secrets in the software and the improvements,
modifications and changes thereto that are proprietary to Acres are and shall
remain in Acres. Station shall not sell, transfer, publish, disclose, display or
otherwise make available the software or improvements, modifications or changes
thereto that are proprietary to Acres or copies thereof to others. Station
agrees to secure and protect each program, software product and copies thereof
in a manner consistent with the maintenance of Acres' rights therein and to take
appropriate action by instruction or agreement with its employees who are
permitted access to each program or software product to satisfy its obligations
hereunder. Violation of any provisions herein shall be the basis for immediate
termination of this Agreement. Termination of this Agreement shall be in
addition to and not in lieu of any equitable remedies available to Acres.
9. EXCLUSION OF LIABILITY. ACRES MAKES AND STATION RECEIVES NO WARRANTY
EXPRESS OR IMPLIED AND THERE IS EXPRESSLY EXCLUDED ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ACRES SHALL HAVE NO
LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS
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AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. TERMINATION.
(a) Termination by Acres. Acres shall have the ability to terminate this
Agreement and its obligations thereunder following written notice to Station in
the event Station: (a) materially breaches any of the terms of the Equipment
Sales Agreement or this Agreement, and such breach remains uncured upon the
expiration of thirty (30) days after written notice thereof is served upon
Station by Acres; (b) tampers with, modifies or attempts to modify the Software;
(c) fails, or refuses to pay any annual or increased maintenance fee by the
fifth business day of a month; (d) becomes insolvent or makes a general
assignment for the benefit of creditors; or (e) is subject to a petition under
any bankruptcy act or similar statue and is not vacated with ten (10) days after
it is filed. If termination occurs for any of the preceding causes, Acres has no
obligation to refund prepaid maintenance fees, if any.
(b) Termination by Station. Station shall have the ability to terminate
this Agreement and its obligations thereunder if Acres breaches any material
term of this Agreement upon sixty (60) days prior written notice. If Acres,
within that time, shall have removed the cause or causes of termination, Station
shall rescind in writing its notice of termination. If Acres does not remove the
cause or causes of termination, Station is entitled to a refund of the unused
portion of the maintenance fee. Such unused portion shall be determined as a
percentage based on the number of days remaining under the quarter for which
fees have been paid in advance, divided by ninety (90).
11. GENERAL PROVISIONS.
(a) Notice. Any notice, request, demand, or other communication that is
required or permitted under this Agreement shall be deemed properly given
according to the terms of Section 20 (l) of the Equipment Sale Agreement.
(b) Force Majeure. Acres shall not be liable for any delay in
performance under the Agreement covered by an Act of God or any other cause
beyond its reasonable control.
(c) Assignment. Station may not assign this agreement without the prior
written consent of Acres, which consent shall not be unreasonably withheld or
delayed.
(d) Governing Law. This Agreement shall be governed by the and construed
in accordance with the substantive law of the State of Nevada without giving
effect to any conflicts or choice of laws principles that otherwise might be
applicable.
(e) Attorneys' Fees. If either party brings any legal action or other
proceeding for breach of this Agreement, the prevailing party shall be entitled
to recover its reasonable attorneys' fees
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and costs. Disputes hereunder shall be arbitrated according to the terms of
Section 20 (h) of the Equipment Sale Agreement.
(f) Divisibility. If any provision of this Agreement is found to be
prohibited by law and invalid, or for any other reason if any provision held to
be unenforceable, in whole or in part, such provision shall be ineffective to
the extent of the prohibition or unenforceability without invalidating or having
any other adverse effect upon any other provision of this Agreement.
(g) Entire Agreement. This Agreement, including the documents and the
instruments referred to herein, constitutes the entire agreement between the
parties relating to its subject matter and supersedes all prior or
contemporaneous negotiations or agreements, whether oral or written, relating to
the subject matter hereof. No extension, modification or amendment of this
Agreement shall be binding upon a party unless such extension, modification or
amendment is set forth in a written instrument, which is executed and delivered
on behalf of such party.
In Witness Whereof, the parties hereto have duly executed this Agreement,
including the Schedules attached hereto and incorporated herein by reference, as
of the date last signed below.
STATION CASINOS, INC., AGI DISTRIBUTION, INC.,
a Nevada corporation d/b/a Acres Gaming Incorporated,
a Nevada corporation
By:___________________________________ By:__________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Executive Vice President Name:________________________________
Chief Financial Officer
Chief Administrative Officer Title:_______________________________
PALACE STATION HOTEL & CASINO, INC.,
a Nevada corporation ACRES GAMING INCORPORATED
a Nevada corporation
By:___________________________________
By:__________________________________
Name:_________________________________
Name:________________________________
Title:________________________________
Title:_______________________________
PAGE 14
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇., ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇.,
a Nevada corporation a Nevada corporation
By:___________________________________ By:__________________________________
Name:_________________________________ Name:________________________________
Title:________________________________ Title:_______________________________
TEXAS STATION, INC., GREEN VALLEY RANCH GAMING, LLC,
a Nevada corporation a Nevada limited liability company
By:___________________________________ By: GV Ranch Station, Inc.,
Its Manager
Name:_________________________________
By:__________________________________
Title:________________________________
Name:________________________________
SUNSET STATION, INC., Title:_______________________________
a Nevada corporation
By:___________________________________
Name:_________________________________
Title:________________________________
PAGE 15
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EXHIBIT G - SCHEDULE A
APPROVED SOFTWARE AND SERVICE PRICING
The following software is covered by this agreement.
SOFTWARE: LICENSES
Wizard(TM) slot accounting 6
Merlin(TM) casino mapping & analysis 6
Security and exception messaging 6
Lucky Coin(R) bonusing 6
Xtra Credit bonusing 6
Return Play bonusing 6
Coinless Transit (or its replacement with a bonus application
to be selected by Station by February 15, 2001) 6
Bonus Engine II firmware 6
Concentrator software 6
Translator software 6
Configuration workstation software 6
CMS Player Tracking interface 6
Acres ticket in/ticket out tracking software 6
Additional licenses may be required for Casino Locations
Approved software shall include software to be developed in Section 9 of the
Equipment Sale Agreement, and any Bonusing Applications developed by Acres which
Station may wish to purchase prior to December 31, 2004, or an extended date,
pursuant to Section 16 (b) of the Equipment Sale Agreement.
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EXHIBIT H
TECHNOLOGY ESCROW AGREEMENT
THIS TECHNOLOGY ESCROW AGREEMENT (this "Agreement") is effective this
__________ day of ___________, 2001, by and among ________________, as Escrow
Agent ("Agent"), AGI Distribution, Inc., a Nevada corporation, and Acres Gaming
Incorporated, a Nevada corporation, (collectively, "Licensor") and Station
Casinos, Inc., a Nevada corporation ("Licensee").
WHEREAS, Licensor and Licensee have or will enter into that certain
Equipment Sale Agreement (the "Sale Agreement") and Software Support and
Maintenance Agreement "Maintenance Agreement") which provides for, among other
things, the use by Licensee of Licensor's proprietary technology and other
materials, including but not limited to certain hardware and software which
comprise Licensor's slot machine related system (the "Acres System"), all as set
out in the Sale Agreement; and
WHEREAS, Licensor and Licensee desire this Technology Escrow Agreement to
be supplementary to the Sale Agreement pursuant to 11 U.S.C. Section 365(n); and
WHEREAS, availability of or access to certain proprietary data related to
Licensor's proprietary technology and other materials is critical to Licensee in
the conduct of its business; and
WHEREAS, Licensor has deposited or will deposit with Agent such
proprietary technology and other materials to provide for retention and
controlled access for Licensee under the conditions specified below;
NOW THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged and in consideration of the promises, mutual covenants
and conditions contained herein, the parties hereto agree as follows:
1. LICENSOR DEPOSIT ACCOUNT/FEES. Following the execution of this Agreement
and the payment of the set-up and deposit fee to Agent, Agent shall
establish an account ledger in the name of Licensor and Licensee. Unless
and until Licensor makes an Initial Deposit with Agent, Agent shall have
no obligation to Licensor except as defined by this Section. Licensee
agrees that it shall be responsible for payment of all fees due to Agent,
which are set forth in Exhibit B.
Page 1
47
2. INITIAL DEPOSIT. The Initial Deposit will consist of all material
initially supplied by Licensor to Agent as specified by an accompanying
document called a "Description of Deposit Materials" hereinafter referred
to as Exhibit A. Agent shall issue to Licensor and Licensee a copy of
Exhibit A within ten (10) days of acceptance by Agent of the Initial
Deposit, acknowledging which of the items listed therein that it has
received for storage, subject to the conditions in Section 4 herein.
3. DEPOSIT CHANGES. Unless otherwise provided by this Agreement, Addenda or
Exhibits, Licensor has the obligation to keep the Deposit updated at least
on a quarterly basis with supplemental or replacement materials and more
often in event that Licensor issues a new version of the firmware source
codes necessary for operation of the Acres System.
a. SUPPLEMENTAL DEPOSIT. The Supplemental Deposit will include any
materials added to the Deposit. Licensor will submit the
Supplemental Deposit accompanied by a revised Exhibit A. Within ten
(10) days of acceptance by Agent of such Supplemental Deposit, Agent
shall notify Licensor and Licensee by issuing a copy of the revised
Exhibit A.
b. REPLACEMENT DEPOSIT. The Replacement Deposit consisting of
replacement materials shall replace the existing Deposit defined by
Exhibit A. Licensor will submit the Replacement Deposit accompanied
by a revised Exhibit A. Within ten (10) days of acceptance by Agent
of such Replacement Deposit, Agent shall notify Licensor and
Licensee by issuing a copy of the revised Exhibit A. Agent will
destroy or return to Licensor, pursuant to Licensor's directions,
all materials that are replaced by the Replacement Deposit.
4. DEPOSIT INSPECTION. Upon the receipt of the Initial Deposit materials and
any Deposit Changes, pursuant to Section 3 hereof, Agent will visually
match the listed items on Exhibit A to the labeling of such materials.
Agent shall not be responsible for verifying the contents or validating
the accuracy of Licensor's labeling. Acceptance of the Deposit will occur
only when Agent concludes that the Deposit Inspection is complete.
5. GOVERNING LAW/CONSENT TO JURISDICTION. The parties agree that the laws of
the State of Nevada shall govern the relationship and obligations of each
party to the other herein, and any disputes arising out of the terms of
this agreement. Disputes hereunder shall be arbitrated according to the
terms of Section 20 (h) of the Sale Agreement.
6. CONFIDENTIALITY. Agent agrees to place the Deposit in safekeeping in a
locked and secure area and shall put the escrowed deposit under the
control of one or more of its officers or designees, selected by Agent,
whose identity shall be available to Licensor and Licensee at all times.
Agent shall exercise a professional level of care and a fiduciary
relationship to the Licensor and Licensee herein.
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48
Agent acknowledges Licensor's assertion that the Deposit shall contain
proprietary data of Licensor and that Agent has an obligation to preserve
and protect that confidentiality. Agent shall maintain sufficient controls
to protect the confidentiality of the Deposit escrow by limiting those
persons who shall have access to the safekeeping area.
7. TERM OF AGREEMENT. This Agreement and the obligations of Agent shall
continue until notice by the Agent of an election to terminate, or notice
by Licensee of a desire to terminate. Any such notice of termination shall
be delivered (with copies to all other parties by regular mail) to the
addressee by either U.S. mail, facsimile, overnight delivery or personal
delivery, at least ninety (90) days before the effective date of
termination. In the event Licensee gives notice of the termination,
Licensee must, within thirty (30) days of the effective date of
termination, substitute a newly designated Agent willing to replace the
current Agent under the instructions contained herein. Such substitute
Agent shall be located in the State of Nevada, and the Agent's name and
address shall be provided to Licensor. If the Agent elects to terminate
this Agreement, Licensee shall, prior to the effective date of
termination, notify Licensor of the name and address of the intended
substituted Agent. Licensee agrees to obtain Licensor's prior consent to
any substituted Agent and Licensor agrees that such consent shall not be
unreasonably withheld or delayed.
8. TERMINATION. Upon termination of this Agreement, all duties and
obligations of Agent to Licensor and Licensee imposed by this Agreement
will terminate after appropriate arrangements have been carried out for
the pick-up and delivery of the escrowed items to Licensor or the
designated substituted Agent.
9. RELEASE OF DEPOSIT TO LICENSEE. The Initial Deposit and any Supplemental
Deposit(s) or Replacement Deposit(s) shall be released to Licensee ten
(10) business days after Licensee's notice to Agent and Licensor of the
occurrence of any of the following events, each of which shall be a
"Release Condition" unless Licensor shall have objected in writing to
Agent and Licensee:
(a) In the event Licensor shall fail to hold any and all licenses
required for the conduct of its activities under the Agreement,
including all licenses and approvals required under the Nevada
Gaming Control Act and the regulations promulgated thereunder;
(b) In the event Licensor shall fail to carry out its material
obligations under the Maintenance Agreement, provided Licensor has
had the opportunity to cure such failure as provided in the
Maintenance Agreement.
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10. FILING FOR RELEASE OF DEPOSIT BY LICENSEE. Upon notice to Agent by
Licensee of the occurrence of a Release Condition, Agent shall immediately
so notify Licensor by telephone and/or telecopier and by U.S. mail with a
copy of the notice from the Licensee.
11. CONDITIONS FOR USE FOLLOWING RELEASE. Following a release as provided in
Section 9, Licensee shall have the non-exclusive right to use the released
material and technology solely for the purpose of continuing the benefits
afforded to Licensee hereunder. Additionally, Licensee shall be required
to maintain the confidentiality of the released material and technology.
12. INDEMNIFICATION. Licensor and Licensee agree to defend and indemnify Agent
and hold Agent harmless from and against all claims, actions and suits,
whether in contract or in tort, and from and against any and all
liabilities, losses, damages, costs, charges, penalties, counsel fees, and
other expenses of any nature (including, without limitation, settlement
costs) incurred by Agent as a result of performance of this Agreement
except in the event of a judgment which specifies that Agent acted with
gross negligence or willful misconduct.
13. AUDIT RIGHTS. Agent agrees to keep records of the activities undertaken
and materials prepared pursuant to this Agreement. Licensor and Licensee
will be entitled at reasonable times, during normal business hours and
upon reasonable notice to Agent, during the term of this Agreement to
inspect the records of Agent with respect to this Agreement.
Licensor or Licensee will be entitled, upon reasonable notice to Agent and
during normal business hours, at the facilities designated by Agent,
accompanied by a designated employee of Agent, to inspect the physical
status and condition of the Deposit. The Deposit may not be changed by
Licensor or Licensee during the inspection.
14. DESIGNATED REPRESENTATIVE. Licensor and Licensee each agree to designate
one individual as Designated Representative to receive notices from Agent
and to act on behalf of Licensor and Licensee respectively with respect to
the performance of their obligations as set forth in this Agreement and to
notify Agent immediately in writing in the event of any change from one
Designated Representative to another.
15. GENERAL.
(a) Agent may act in reliance upon any written instruction, instrument,
or signature believed to be genuine and may assume that any person
giving any written notice, request, advice or any instruction in
connection with or relating to this Agreement has been duly
authorized to do so.
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50
(b) Notwithstanding the foregoing, except as authorized under Sections 9
and 10 hereof, Agent shall not release any deposited items to either
Licensor or Licensee without joint signature authorization showing
consent from Licensor and Licensee.
To Licensor: Acres Gaming Incorporated
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: Chief Executive Officer
With a copy to: ▇▇▇▇▇▇▇ Coie LLP
▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
To Licensee: Station Casinos, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: ▇▇▇▇ ▇▇▇▇▇▇▇
Vice President of Operations/Development
With a copy to: Station Casinos, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Executive Vice President and General Counsel
To Escrow Agent:
16. ASSIGNMENT. Neither party hereto may assign its rights or delegate its
duties under the Agreement to any other person or entity, by operation of
law or otherwise, without the prior written consent of the other party
hereto; provided, however, that the assigning party may, without the prior
written consent of the other party, assign its rights and/or duties under
the Agreement to (I) an entity in which the assigning party has a majority
ownership and right of control, or (ii) any successor entity in connection
with a merger, reorganization or other corporate restructuring of the
assigning party. Subject to the preceding sentence, this Agreement shall
inure to the benefit of and be binding upon the parties and their
respective successors and permitted assigns.
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51
17. ENTIRE AGREEMENT. This Agreement and the Exhibits attached hereto and the
Agreement referred to hereinabove, constitute the entire Agreement between
the parties concerning the subject matter hereof, and will supersede all
previous communications, representations, understandings, and agreements,
either oral or written between the parties. Any changes or modifications
hereto shall only be valid if reduced to writing signed by the parties. If
any provision of this Agreement is held by any court to be invalid
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52
or unenforceable, that provision will be severed from this Agreement and
any remaining provisions will continue in full force.
"LICENSEE" "LICENSOR"
STATION CASINOS, INC., AGI DISTRIBUTION, INC.,
a Nevada corporation A Nevada corporation
By:___________________________________ By:__________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Executive Vice President Name:________________________________
Chief Financial Officer
Chief Administrative Officer Title:_______________________________
ACRES GAMING INCORPORATED,
a Nevada corporation
By:__________________________________
Name:________________________________
Title:_______________________________
ESCROW AGENT
By:__________________________________
Name:________________________________
Title:_______________________________
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EXHIBIT I
BONUSING APPLICATIONS
LINKED PROGRESSIVE
LUCKY COIN(R)
CARDED LUCKY COIN(R)
MULTI CASINO (LUCKY COIN, CARDED LUCKY COIN, PROGRESSIVES)
TIME BASED BONUS
MOTOR CITY MADNESS
MILLION DOLLAR BONUS
MULTIPLE JACKPOT TIME(TM)
MR. POKIE
HURRICANE ZONE(TM)
FREE FOR ALL(TM)
NTH COIN
PERSONAL PROGRESSIVE(TM)
RETURN PLAY(TM)
POINT PLAY(TM)
XTRA CREDIT(TM)
MONEY FOR NOTHING
MULTIPLE BONUS AREA
MATCH PLAY(TM)
CELEBRATION PRIZES(TM)
RANDOM REWARDS(TM)
APPRECIATION TIME(TM)
FREEPLAY(TM)
Page 1