Victorian Current Acts Victorian Current ActsSchedule 9—Eighth deed of variation to the management agreement
MELBOURNE CASINO PROJECT
DEED dated 8th July 2005
BETWEEN THE HONOURABLE JOHN PANDAZOPOULOS MP , the Minister of the Crown for the time being administering the Casino Control Act 1991 acting for and on behalf of the State of Victoria ( 'State' )
AND CROWN 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) Ac t 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 .
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.
3. Variation of Management Agreement
The State and the Company agree to vary the Management Agreement so that:—
(a) clause 41.2(e) shall be deleted;
(b) clause 2 shall be varied by:
(i) inserting the following definitions:
"Deed of Undertaking and Guarantee" means the Deed of Undertaking and Guarantee as defined in the Casino Agreement;
"Supplemental Casino Agreement" means the Supplemental Casino Agreement as defined in the Casino Agreement; and
(ii) amending the definition of "Transaction Document" by substituting the words ", the Supplemental Operations Agreement, the Deed of Undertaking and Guarantee and the Supplemental Casino Agreement" for the words "and the Supplemental Operations Agreement"; and
(c) clause 5.1(a)(i) shall be varied by substituting the words ", the Bank Guarantees, the Deed of Undertaking and Guarantee and the Supplemental Casino Agreement" for the words "and the Bank Guarantees".
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. Entire Agreement
This Deed is the entire agreement between the parties concerning the subject matter and replaces all previous representations, communications and agreements on the subject matter.
7. 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) JOHN PANDAZOPOULOS |
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JAMES CLAVEN (signature) Name of witness | | |
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THE COMMON SEAL of |
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(Signature)
Secretary (Signature)
Director | ||
Sch. 10 inserted by No. 84/2009 s. 8.