Victorian Current Acts Victorian Current ActsSchedule 10—Ninth deed of variation to the management agreement
MELBOURNE CASINO PROJECT
DEED dated 4 June 2009
BETWEEN THE HONOURABLE TONY ROBINSON MP , the Minister of the Crown for the time being administering the Casino Control Act acting for and on behalf of the State of Victoria (‘State')
AND CROWN MELBOURNE LIMITED ACN 006 973 262 with its registered office at 8 Whiteman Street, Southbank, Victoria (‘Company')
RECITALS
A. The State and the Company entered into an agreement dated 20 September 1993 ratified by and scheduled to the Casino (Management Agreement) Act 1993 ( ‘Management Agreement' ).
B. The Management Agreement has been varied by:
(a) a deed of variation dated 14 November 1994 ratified by and scheduled to the Casino (Management Agreement) (Amendment) Act 1994 and inserted as Schedule 2 to the Casino (Management Agreement) Act 1993 ;
(b) a deed of variation dated 12 October 1995 ratified by and scheduled to the Casino (Management Agreement) (Further Amendment) Act 1995 and inserted as Schedule 3 to the Casino (Management Agreement) Act 1993 ;
(c) a deed of variation dated 3 June 1996 ratified by the Gaming Acts (Amendment) Act 1996 and inserted as Schedule 4 to the Casino (Management Agreement) Act 1993 ;
(d) a deed of variation dated 7 November 1996 ratified by the Casino (Management Agreement) (Amendment) Act 1996 and inserted as Schedule 5 to the Casino (Management Agreement) Act 1993 ;
(e) a deed of variation dated 1 October 1998 ratified by the Gaming Acts (Further Amendment) Act 1998 and inserted as Schedule 6 to the Casino (Management Agreement) Act 1993 ;
(f) a deed of variation dated 3 April 2000 ratified by the National Taxation Reform (Further Consequential Provisions) Act 2000 and inserted as Schedule 7 to the Casino (Management Agreement) Act 1993 ;
(g) a deed of variation dated 7 May 2002 ratified by the Casino (Management Agreement) (Amendment) Act 2002 and inserted as Schedule 8 to the Casino (Management Agreement) Act 1993 ;
(h) a deed of variation dated 8 July 2005 ratified by the Casino Control (Amendment) Act 2005 and inserted as Schedule 9 to the Casino (Management Agreement) Act 1993 .
C. The parties have agreed to further vary the Management Agreement as provided in this Deed of Variation.
AGREEMENT
1. Definitions
Unless the context otherwise requires or the contrary intention appears, terms defined in the Casino Control Act 1991 or the Management Agreement have the same meaning when used in this Deed.
2. Ratification and operation of provisions
2.1 A Minister of the State must introduce and sponsor a Bill in the Parliament of Victoria to ratify this Deed as soon as reasonably practicable after its execution.
2.2 This Deed shall come into operation once the Bill referred to in clause 2.1 has come into operation as an Act (“ Operative Date ”).
3. Variation of Management Agreement
3.1 The variations to the Management Agreement set out in clause 3.2 will come into effect on the later of the following:
(a) 1 July 2009, if the Operative Date is on or before 30 September 2009; or
(b) the first day of the month following the Operative Date, if the Operative Date is after 30 September 2009,
(such date being the “ Ninth Variation Commencement Date ”).
3.2 The State and the Company agree to vary the Management Agreement so that:—
(a) clause 2 shall be varied by inserting the following definition in its appropriate alphabetical order:
“ Ninth Variation Commencement Date ” has the same meaning as in the Ninth Deed of Variation to the Management Agreement;
“ Table Game ” means a game (including a game that is substantially similar to an already approved game and including, for the removal of doubt, any semi-automated, fully automated, electronic or animated versions of such games) that has, at the date of this Deed, been approved under section 60 of the Casino Control Act as a “table game” or at any time in the future is so approved;”
(b) paragraph 22.1 (b) (ii) shall be varied by:
(i) inserting the words “until the day before the Ninth Variation Commencement Date” immediately after the words “1 July 1997” where they appear; and
(ii) deleting the figure “21 1/4%” and substituting it with “21.25%”; and
(iii) adding the word “and” at the end of the paragraph;
(c) sub-clause 22.1 (b) shall be varied by inserting the following paragraph after paragraph (ii):
“(iii) on and from the Ninth Variation Commencement Date –
(A) 21.25% of the Gross Gaming Revenue attributable to the operation of Table Games; plus
(B) 22.97% of the Gross Gaming Revenue attributable to the operation of gaming machines;”
(d) sub-clause 22.1 (d) shall be varied by deleting the word “and” at the end of the sub-clause;
(e) sub-clause 22.1 (e) shall be varied by deleting the full stop at the end of the sub-clause and substituting it with “;and” ;
(f) clause 22.1 shall be varied by inserting the following sub-clause after sub-clause (e):
“(f) the casino tax payable under sub-paragraph 22.1 (iii) (B) will be increased by 1.72% on 1 July 2010 and each anniversary of 1 July 2010, the final such increase to occur on and from 1 July 2014.”
(g) sub-clause 22.3(b) shall be varied by:
(i) inserting the words “Subject to sub-clause 22.3 (c)” immediately before the start of the subclause;
(ii) deleting the full stop at the end of the sub-clause and substituting it with “; and”; and
(iii) inserting the following sub-clause after sub-clause (b):
“(c) on and from 1 July 2009, the Base Amount “R” will be calculated pursuant to the formula in clause 22.3(b) and will also be increased and adjusted as follows:
|
Review Date |
Increase/Addition to Base Amount “R” |
|
1 July 2009 |
$5,000,000 |
|
1 July 2010 |
$5,000,000 |
|
1 July 2011 |
$30,000,000 |
|
1 July 2012 |
$30,000,000 |
|
1 July 2013 |
$5,000,000 |
for the avoidance of doubt, on 1 July 2014 and on each anniversary thereafter the Base Amount will continue to be calculated in accordance with the formula in clause 22.3(b).”
4. Force Majeure Event
None of the negotiation, preparation and execution of this Deed, its ratification under clause 2 or any of the circumstances relating to or giving rise to the creation of this Deed has or will cause or create any Government Action, Force Majeure Event or breach of obligation under any Transaction Document and the Company and the State so acknowledge.
5. Confirmation of other terms
The parties acknowledge and confirm that except as varied by this Deed the terms and conditions of the Management Agreement remain in full force and effect.
6. General provisions
Clauses 33 and 35 to 40 (inclusive) of the Management Agreement apply to this Deed as if expressly included in this Deed.
EXECUTED AS A DEED.
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SIGNED SEALED AND DELIVERED by THE HONOURABLE |
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(Signature) |
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(Signature) ……………………………………………………..
KATE STEWART | | |
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THE COMMON SEAL of |
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(Signature)
Director (Signature)
Secretary | ||
Sch. 11 inserted by No. 73/2014 s. 8.