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Venture Agreements

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Preview Full Doc	2002	Joint Venture Agreement [Amended and Restated] Joint Venture Agreement [Amended and Restated] (100K) Doc #106597: Click preview link for longer preview. AMENDED AND RESTATED AGREEMENT OF JOINT VENTURE OF CIRCUS AND ELDORADO JOINT VENTURE This Amended and Restated Agreement (this "Agreement") of Joint Venture of Circus and Eldorado Joint Venture (the "Joint Venture") as originally executed as of March 1, 1994 (the "Original Agreement"), is amended and restated effective as of the 1st day of January, 2001, by and between ELDORADO LIMITED LIABILITY COMPANY ("E"), a Nevada limited liability company owned and controlled by ELDORADO RESORTS LLC, a Nevada limited liability company ("ERLLC"), and GALLEON, INC., a Nevada corporation ("C"), owned and controlled by MANDALAY RESORT GROUP, a Nevada corporation ("MRG"), pursuant to the provisions of the Nevada Uniform Partnership Act, on the following terms and conditions. This Agreement amends, restates and supercedes the Original Agreement in its entirety. R E C I T A L S - - - - - - - - 1. Pursuant to the provisions of the Original Agreement, the Joint Venture has made various priority allocations and distributions to C through December 31, 2000; 2. The Partners desire to resolve various ambiguities in the calculation of the priority allocations and distributions under the Original Agreement by fixing the relative Capital Accounts of the Partners as of January 1, 2001, and by eliminating such priority allocations and distributions as of January 1, 2001 (other than that certain distribution in the amount of $2,102,649 to be made to C before the execution of this Agreement, referred to herein as the "Remaining Priority Distribution"). 3. In addition, the Partners desire to effect certain changes in the management provisions of the Joint Venture, and certain other changes. THEREFORE, in consideration of the mutual covenants, agreements and promises made herein, the parties hereto agree as follows: Section 1 THE JOINT VENTURE ----------------- 1.1 Formation. The Joint Venture was formed as a Nevada general partnership --------- between E and C ("Partners") effective as of March 1, 1994, pursuant to the provisions of the Nevada Uniform Partnership Act ("Act"). 1.2 Name. The name of the Joint Venture is CIRCUS AND ELDORADO JOINT VENTURE ---- and all business of the Joint Venture shall be conducted in such name. The joint venture shall hold all of its property in the name of the Joint Venture and not in the name of any Partner. 106597	Galleon Galleon, Inc. As referenced in this Joint Venture Agreement [Amended and Restated]: GALLEON, INC – LIMITED LIABILITY COMPANY ("E"), a Nevada limited liability company owned and controlled by ELDORADO RESORTS LLC, a Nevada limited liability company ("ERLLC"), and GALLEON, INC ., a Nevada corporation ("C"), owned and controlled by MANDALAY RESORT GROUP, a Nevada corporation ("MRG"), pursuant to the provisions of the Nevada _____________ Galleon, Inc – United States mail by certified or registered mail, postage prepaid, with return receipt requested and addressed as follows: (a) If to C, at Galleon, Inc . 3950 Las Vegas Blvd. South Las Vegas, Nevada 89119 Attention: General Counsel (b) If to E, at Eldorado Limited Liability Company c/ _____________ GALLEON, INC – the parties have entered into this Agreement on the 22nd of April, 2002, effective as of January 1, 2001. ELDORADO LIMITED LIABILITY COMPANY GALLEON, INC . a Nevada limited liability company a Nevada corporation By: ELDORADO RESORTS LLC By: /s/ Glenn W. Schaeffer ----------------------- Its President Its Managing Member _____________ dt 361518 ; Mandalay Resort Mandalay Resort Group As referenced in this Joint Venture Agreement [Amended and Restated]: MANDALAY RESORT GROUP, – and controlled by ELDORADO RESORTS LLC, a Nevada limited liability company ("ERLLC"), and GALLEON, INC., a Nevada corporation ("C"), owned and controlled by MANDALAY RESORT GROUP, a Nevada corporation ("MRG"), pursuant to the provisions of the Nevada Uniform Partnership Act, on the following terms and conditions. This Agreement _____________ dt 275714 ;	Eldorado Limited Liability Company; Silver Legacy Capital Corp.
Preview Full Doc	2003	Joint Venture Agreement Joint Venture Agreement (53K) Doc #129326: Click preview link for longer preview. JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of May 12, 2003, by and between Las Vegas From Home.com Entertainment Inc., a [British Columbia] corporation, having its offices at 1460 - 701 West Georgia Street, Vancouver, B.C., V7Y 1C6, Canada (hereinafter "Las Vegas") and WinWin, Inc., a Nevada corporation, of 2804 Whispering Wind Dr., Las Vegas, NV 89117 (hereinafter "WinWin"). WHEREAS, the parties hereto have agreed to enter into a joint venture (the "Joint Venture"), pursuant to which the parties will operate an online gaming site outside of the United States, and will not take wagers from any resident of the United States, or otherwise operate within the United States, except to the extent such operations is in full compliance with US laws and regulations. WHEREAS, Las Vegas currently operates an online gaming site called Tiger Gaming, which is located at www.tigergaming.com, and has proposed to operate a similar site within the joint venture; WHEREAS, WinWin's business purpose is to manage and operate lottery operations in various countries throughout the world, and WinWin currently is focusing its efforts on certain Asian countries, including without limitation, Cambodia and China. WHEREAS, the parties believe that WinWin is in a unique position to promote and advertise the Joint Venture's gaming sites, and can generate substantial numbers of new users to the site; NOW THEREFORE, the parties, wishing to create a Joint Venture to capitalize on WinWin's ability to generate customers and traffic, and Las Vegas' ability to operate a first-class online gaming operation, hereby agree as follows: ARTICLE I GENERAL PROVISIONS 1.01 Business Purpose. The business of the Joint Venture shall be to design, develop and operate one or more first-class gaming websites which will provide multiple on-line games that shall include Lottery and traditional casino games (hereinafter referred to as the "Gaming Site"). The Gaming Site shall serve exclusively non-United States customers, and will offer online poker games such as Texas Hold `em, Pai-Gow Poker, Big 2 Poker, and such other online games that the Joint Venture determines will appeal to the Asian community and culture. The Gaming Site shall be in the English language but shall have multiple language options including Mandarin. 1.02 The Joint Venture shall not offer or permit any gaming operations within the United States, or to residents of, or persons located within, the United States, or any other jurisdiction which does not permit online wagering (a "Non-Permitted Jurisdiction"), and shall take such steps as are required to prevent any operation which would subject the Joint Venture to the jurisdiction, laws and regulations of the United States. These measures will include software which shall prevent calls from within the United States, or any Non-Permitted Jurisdiction, from accessing the real online gaming operations of the Gaming Site. 1.03 The Joint Venture shall undertake periodic audits to ensure compliance with Section 1.02, and shall make such adjustments to its systems and controls as are required to maintain strict compliance with such business polcies. 25 {PAGE} 1.04 Term of the Agreement. This Joint Venture shall commence on the date first above written and shall continue in existence until terminated, liquidated, or dissolved by law or as hereinafter provided. 1.05 Structure. The Joint Venture shall be structured as a newly created limited liability company, to be formed under the laws of the State of Nevada. Las Vegas shall own 4,900 membership interests, and WinWin shall own 5,100 membership interests, out of a total authorized capital of 10,000 membership interests. ARTICLE II GENERAL DEFINITIONS The following comprise the general definitions of terms utilized in this Agreement: 2.01 Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control of such entity. 2.02 Capital Contribution(s). The capital contribution to the Joint Venture actually made by the parties, including property, cash, services and any additional capital contributions made. 2.03 Profits and Losses. Any income or loss of the Joint Venture for federal income tax purposes determined by the Joint Venture 's fiscal year, including, without limitation, each item of Joint Venture income, gain, loss or deduction. ARTICLE III OBLIGATIONS OF THE JOINT VENTURERS 3.01 Las Vegas Obligations. Las Vegas shall undertake each of the following obligations, to the best of its ability, and shall perform such obligations in good faith and in the best interest of the Joint Venture at all times: 3.01.1 Until such time as the holders of a majority of the outstanding membership interests of the Joint Venture shall determine otherwise, Las Vegas shall have full, exclusive and complete authority and discretion in the management and control of the business of the Joint Venture for the purposes herein stated and shall make all decisions affecting the business of the Joint Venture. At such, any action taken shall constitute the act of, and serve to bind, the Joint Venture. Las Vegas shall manage and control the affairs of the Joint Venture to the best of its ability and shall use its best efforts to carry out the business of the Joint Venture. Las Vegas shall have a fiduciary obligation to both the Joint Venture and WinWin in the management and control of the Joint Venture, and shall do so only in good faith, and in the best interest of the Joint Venture. Notwithstanding the foregoing, without the prior written consent of the holders of a majority of the outstanding membership interests of the Joint Venture, the Joint Venture shall not, and Las Vegas shall cause the Joint Venture to not: 3.01.1.1 Sell, transfer, alienate, hypothecate or in any way encumber all, or substantially all, of the assets of the Joint Venture, or those assets of the Joint Venture that are required or necessary to operate the intended business of the Joint Venture as set forth herein; 3.01.1.2 Incur any judgment or indebtedness for borrowed money; 3.01.1.3 Incur any debt in excess of USD $20,000; 129326	Las Vegas Las Vegas From Home.com Entertainment Inc. ( Casinos & Gaming ) As referenced in this Joint Venture Agreement: Las Vegas From Home.com Entertainment – 10.13 JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of May 12, 2003, by and between Las Vegas From Home.com Entertainment Inc., a [British Columbia] corporation, having its offices at 1460 - 701 West Georgia Street, Vancouver, B.C., V7Y 1C6, Canada (hereinafter "Las Vegas") _____________ LAS VEGAS FROM HOME.COM ENTERTAINMENT, – is affected. 34 {PAGE} IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. LAS VEGAS FROM HOME.COM ENTERTAINMENT, INC. a British Columbia corporation By:__________________________ Name: Title: WINWIN, INC., a Nevada corporation By:__________________________ Name: Patrick Rogers Title: President 35 {/ _____________ dt 275418 ; WinWin, Inc.;	Winwin Gaming Inc
Preview Full Doc	2003	Joint Venture Agreement Joint Venture Agreement (54K) Doc #1333889: Click preview link for longer preview. JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of May 12, 2003, by and between Las Vegas From Home.com Entertainment Inc., a [British Columbia] corporation, having its offices at 1460 - 701 West Georgia Street, Vancouver, B.C., V7Y 1C6, Canada (hereinafter "Las Vegas") and WinWin, Inc., a Nevada corporation, of 2804 Whispering Wind Dr., Las Vegas, NV 89117 (hereinafter "WinWin"). WHEREAS, the parties hereto have agreed to enter into a joint venture (the . . . 1333889	Las Vegas Las Vegas From Home.com Entertainment Inc. ( Casinos & Gaming ) As referenced in this Joint Venture Agreement: Las Vegas From Home.com Entertainment – lt;TEXT> <PAGE> EXHIBIT 10.13 JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of May 12, 2003, by and between Las Vegas From Home.com Entertainment Inc., a [British Columbia] corporation, having its offices at 1460 - 701 West Georgia Street, Vancouver, B.C., V7Y 1C6, Canada (hereinafter "Las Vegas") and WinWin, Inc., a Nevada corporation, of _____________ LAS VEGAS FROM HOME.COM ENTERTAINMENT, – of the party whose performance is affected. 34 <PAGE> IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. LAS VEGAS FROM HOME.COM ENTERTAINMENT, INC. a British Columbia corporation By:__________________________ Name: Title: WINWIN, INC., a Nevada corporation By:__________________________ Name: Patrick Rogers Title: President 35 </TEXT> </DOCUMENT> _____________ dt 1423536 ; Winter Sports Winter Sports Inc ;	Bank of Montreal Bank of Montreal ( Regional Banks ) As referenced in this Joint Venture Agreement: Bank of Montreal – to pay for the operating expenses and costs (the "Gaming Site Operator's Loan"). The Gaming Site Operator's Loan shall bear interest at the rate of 2% above the Bank of Montreal prime rate, as published on the closest date such report is available to May 15, 2003, and shall be 27 <PAGE> adjusted in the event of a _____________ dt 1443853
Preview Full Doc	2008	Joint Venture Agreement Joint Venture Agreement (38K) Doc #3695526: Click preview link for longer preview. 3695526	LEI Lakes Entertainment Inc. ( Casinos & Gaming )