Exhibit 10.15


 


Exhibit A to

Consolidation Agreement


 


RAINBOW CASINO-VICKSBURG PARTNERSHIP, L.P.


(A Mississippi Limited Partnership)


 


THIS
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of March
29, 1995 (the “Agreement”), is entered into by and between United Gaming
Rainbow, a Nevada corporation (“UGR”), as general partner, and The Rainbow
Casino Corporation, a Mississippi corporation, as limited partner (“RCC” or the
“Limited Partner”).


 


RECITALS:


 


A.            RCC, as general partner, and UGR, as
limited partner, are partners in a limited partnership pursuant to the Mississippi
Limited Partnership Act, §§ 74-14-101 et seq. of the Mississippi Code of
1972, as amended (the “Mississippi Act”), pursuant to an Amended and Restated
Limited Partnership Agreement dated as of July 16, 1994 (the “Original
Agreement”), which carried forward the Partnership. UGR and RCC desire to amend
and restate the Original Agreement, pursuant to the Mississippi Act and upon
the terms and conditions set forth in this Agreement, to effect the changes set
forth herein, including without limitation, by UGR being and becoming the
general partner in the Partnership and RCC being and becoming the Limited
Partner.


 


B.            Pursuant to the Original Agreement,
the Partnership issued to UGR Special Limited Partnership Interests (as defined
therein) in the aggregate amount of $3.25 million, as more particularly
provided therein. Pursuant to the Consolidation Agreement (as defined below)
and as provided in Section 4.04 below, such Special Limited Partnership Interests
shall be cancelled and in exchange therefor the Partnership is issuing to UGR
on the date hereof a Class A Note (as defined below) in the principal amount of
$3.25 million. In addition, pursuant to the Consolidation Agreement, amounts in
respect of accrued and unpaid royalties payable to UGR, accrued and unpaid
amounts in respect of Distributions (as defined below) in respect of, and
Redemptions (as defined below) of, such Special Limited Partnership Interests
and certain other accrued and unpaid amounts, through and including the date hereof,
in the aggregate amount of $935,052 (as set forth in Exhibit A hereto),
shall hereafter constitute an obligation of the Partnership which shall
constitute a portion of the indebtedness evidenced by the Class B Note (as
defined below) in the maximum principal amount of $3.5 million issued on the
date hereof by the Partnership to UGR.


 





















 


C.            The Partnership is also issuing to
National Gaming Mississippi, Inc., a Delaware corporation (“NGM”), a Class B
Note in the maximum principal amount of $2 million pursuant to the Consolidation Agreement.


 


AGREEMENT:


 


The
parties agree that the Original Agreement shall be amended and restated as
follows:


 


Article I:  Organizational Matters


 


1.01
 Formation; Etc.  UGR and RCC hereby agree to continue as
partners (sometimes referred to herein as the “Partners”) in continuation of
the Partnership under the Mississippi Act as described in Recital A above. On
or prior to the date hereof (or within five business days hereafter), UGR and
RCC have caused (or shall cause) to be filed an amended certificate of limited partnership
(a “Certificate”) in the office of the Secretary of State of the State of
Mississippi reflecting the fact that UGR is the general partner and RCC is the
limited partner in the Partnership. Failure to effect such filing in a timely
manner shall not affect the Partners’ respective rights or obligations hereunder.


 


1.02
 Partners.  UGR shall, from and after the date hereof, be
the sole general partner in the Partnership (the “General Partner”). RCC shall,
from and after the date hereof, be the sole Limited Partner. Each additional
Limited Partner, if any, upon execution and delivery of a counterpart of this
Agreement, as provided for herein, shall become a limited partner in the
Partnership and shall be reflected as such on the books and records of the
Partnership. UGR shall not admit any other Person as a Partner if the effect
thereof is to reduce amounts otherwise payable to RCC hereunder, as provided
herein.


 


1.03  Documents.  The Partners acknowledge and ratify the filing
of each Certificate by UGR and RCC and, after the execution and delivery of
this Agreement, the General Partner shall cause to be filed such other
certificates or filings as may be required for the operation of a limited partnership in the State of Mississippi.
The General Partner shall thereafter file any necessary amendments to the
Certificate, and shall otherwise do all things necessary or appropriate for the
maintenance of the Partnership as a limited partnership under the laws of the
State of Mississippi.


 


1.04  Name.  The Partnership’s name is “Rainbow
Casino-Vicksburg Partnership, L.P.”  The
Partnership’s business shall be conducted under the name “Rainbow
Casino-Vicksburg Limited Partnership” or under any other name or names
reasonably deemed advisable by the General Partner from time to time, including
without limitation, the name of the General Partner or any Affiliate thereof or
any trade style or trade names. The words “Limited Partnership” or letters “L.P.”
shall be included in the name of the Partnership where necessary to comply with
the laws of any jurisdiction that so requires.


 


2





















 


1.05
 Registered Office: Principal Office.
 Unless and until changed by the General
Partner, the registered office of the Partnership in the State of Mississippi
shall be located at 1440 Warrenton Road, Vicksburg, Mississippi 39180. The
principal office of the Partnership shall be c/o Alliance Gaming Corporation,
4380 Boulder Highway, Las Vegas, Nevada 89121, or such other place in the
United States as may from time to time be reasonably designated by the General
Partner (provided, that the General Partner shall not charge any overhead in
respect of such office if not maintained at the Project site, except as
reflected in the management fee under the Management Agreement (as in effect on
the date hereof)). The General Partner shall give prompt written notice of any
such change to the Limited Partner. The Partnership may maintain offices at
such other place or places within or outside the State of Mississippi as the
General Partner deems desirable or advisable.


 


1.06
 Duration.  The Partnership has commenced operations prior
to the date hereof and shall continue until December 31, 2010, unless earlier
terminated pursuant to Article VII or extended pursuant to Article V hereof.


 


1.07  Purposes and Powers.  The Partnership is organized for the object
and purpose of conducting, operating and disposing of the Rainbow Business, and
to engage in all such, activities and transactions as are reasonably related to
or incidental to the foregoing. In the event that the General Partner proposes
to enter into any transaction or series or related transactions on behalf of
the Partnership that are material to the Rainbow Business with Alliance Gaming
Corporation or any of its Affiliates (other than the Partnership), the General
Partner shall notify the Limited Partner of such proposed transaction (together
with a reasonably detailed written description thereof), and the Limited
Partner shall have the right to consent (in its reasonable discretion) to the
fact that the economic terms of such transaction are no less favorable to the
Partnership than the terms on which such a transaction would have been effected
with an unaffiliated third party; it being understood that failure to respond
to such General Partner’s notice within 10 days thereof shall constitute the
Limited Partner’s consent, The Rainbow Business shall not be conducted by the
General Partner other than through the Partnership. The Partnership may conduct
and operate the Rainbow Business through divisions or other formats, utilizing
trade styles or trade names.  The
Partnership shall have all powers necessary or incidental, suitable, desirable
or convenient for the accomplishment of the aforesaid purposes as limited
above, alone or with others, as principal or as agent.


 


1.08
 Power of Attorney.  Subject to Section 1.07 above, the Limited
Partner hereby constitutes and appoints the General Partner and each of its
authorized officers and attorneys-in-fact, with full power of substitution, as
its true and lawful agent and attorney-in-fact, with full power and authority
in its name, place and stead, in a manner not prohibited by this Agreement, to
execute, swear to, acknowledge, deliver, file and record in the appropriate
public offices all certificates, documents and other instruments that the
General Partner deems necessary or appropriate to form, qualify or continue the
existence or qualification of the Partnership as a limited partnership in the
State of Mississippi. The foregoing power of attorney is irrevocable and a
power coupled with an interest, and it shall survive and not be affected by the
subsequent death, incompetency, dissolution, bankruptcy


 


3





















 


or termination of the
Limited Partner or the transfer of all or any portion of the Limited Partner’s
Interest and shall extend to the Limited Partner’s successors and assigns.


 


1.09
 Ownership of Property.  Legal title to all assets, rights and property
(including without limitation, all cash and cash deposits in whatever form
held, including in gaming machines), whether real, personal or mixed and
whether tangible or intangible, acquired by the Partnership shall be acquired,
held, owned and subsequently conveyed in the name of the Partnership and no
Partner, individually or collectively, shall have any ownership interest in
such partnership properties or any portion thereof. Subject to Section 1.07
above, (a) the Partnership shall have the power to acquire, own, lease,
sublease, manage, operate, hold, deal in, control or dispose of any interest in
real property constituting part of the Project and (b) the Partnership shall
also have the power to acquire, own, hold, manage, sell, transfer, convey,
assign, exchange, pledge or otherwise dispose of the stock of or other interest
in any Person, foreign or domestic.


 


Article II:  Definitions


 


For
the purposes of this Agreement, the following terms shall have
the following meanings:


 


“Affiliate”
of any Person means any other person Controlled by, Controlling or under common
Control with such first Person, including without limitation, directors,
officers, employees, stockholders and agents of such first Person or any other
Person Controlled by, Controlling or under common Control with such first
Person.  “Control,” “Controlling” or “Controlled”
as to any Person shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and/or policies of
such Person, whether through ownership of voting securities or partnership
interests, by agreement or understanding or otherwise.


 


“Alliance
Agreements” shall mean the Basic Agreement dated as of October 28, 1993 among
Alliance Gaming Corporation (formerly known as United Gaming, Inc.), The
Rainbow Casino Corporation, John A. Barrett. Jr. and Leigh Seippel, as amended
to date by agreements among such Persons and certain other Persons, including
by the Consolidation Agreement.


 


“Allowed
Deductions” shall mean deductions from Net Cash Flow consisting of:


 


(i)  NGM and/or HFS royalties and
interest and principal in respect of the HFS Financing Agreements, each as
provided for in the HFS Financing Agreements as presently in effect;


 


(ii)  interest and principal in
respect of the existing obligations of the Partnership to International Game
Technology, Inc. or any of its affiliates, as presently in effect;


 


4





















 


(iii)  interest and principal in
respect of existing obligations to the Partnership to Kossens, Inc. or any of
its affiliates, as presently in effect;


 


(iv)  interest and principal in
respect of the Class A Note issued by the Partnership on the date hereof to UGR
in the maximum principal amount of $3.25 million; it being understood that from
and after the date hereof no further royalty shall accrue in respect of any
Special Limited Partnership Interests or under the Alliance Agreements in any
circumstance, the maximum principal amount of Class A Notes to be given effect
for purposes of computation of the Net Cash Flow from which the RCC Interest is
payable being $3.25 million; and


 


(v) interest and principal in respect of the Class B Notes issued by
the Partnership on the date hereof to UGR and NGM in the amounts of $3.5
million and $2 million, respectively; such Class B Notes being for purposes of
funding Permitted Capital Expenditures in the aggregate of up to but not in
excess of $5.5 million, such that the maximum principal amount of the Class B
Notes for purposes of computation of Net Cash Flow from which the RCC Interest
is payable being $5.5 million or such lesser amount as shall have been funded
in respect of such Class B Notes, in conformity with the terms of this
Agreement and the Consolidation Agreement.


 


In
calculating Allowed Deductions it is agreed that the General Partner is
authorized to amend the terms of the indebtedness and other items in clauses
(i) through (v) above or to obtain substitute, replacement or additional
financing in respect of the Project, each, in the General Partner’s sole
discretion; provided, that, notwithstanding any such action or any other
recapitalization of the Partnership, or any other action of the Partnership or
the General Partner, the RCC Interest shall continue to be calculated solely
based upon Net Cash Flow calculated based on the provisions set out above in
this definition, throughout the term of the RCC Interest and based on a maximum
aggregate principal amount of Notes of $8.75 million to be repaid in accordance
with their terms, as provided herein.


 


“Class
A Note” shall mean the Class A Note issued by the Partnership to UGR on the
date hereof in accordance with Section 4.04 hereof in the maximum principal
amount of $3.25 million.


 


“Class
B Note” shall mean each of the Class B Notes issued by the Partnership to UGR
and NGM on the date hereof in accordance with Section 4.04 hereof in the
maximum principal amounts of $3.5 million and $2 million, respectively. The
Class B Notes shall accrue interest on and the principal amounts thereunder
shall be repayable solely based upon the amounts funded or deemed funded by UGR
and NGM hereunder and under the Consolidation Agreement. As of the date hereof,
the Partnership has incurred indebtedness to (and such amounts shall be deemed
funded by) (a) UGR in the amounts of $935,052 in respect of accrued and unpaid
amounts described on Exhibit A hereto and $651,999.92 as provided in
Section 2(b) of the Consolidation Agreement and (b) NGM in the amount of
$651,999.92 as provided in the Consolidation Agreement. The Class B Notes shall
be subject to the final sentence of Section 3.04 hereof.


 


5





















 


“Code”
shall mean the Internal Revenue Code of 1986, as amended, or any successor
statute or statutes thereto.


 


“Consolidation
Agreement” shall mean the Consolidation Agreement dated as of the date hereof among RCC, NGM, HFS Gaming
Corp., a Delaware corporation. Alliance Gaming Corporation, UGR and, as to
certain matters, John A. Barrett, Jr., Leigh Seippel, Rainbow Development
Corporation, a Mississippi corporation, and National Gaining Corp., a Delaware
corporation, and Doyle  &  Bachman,
a law partnership.


 


“EBITDAR”
shall mean earnings from the Project, before giving effect to depreciation,
amortization, interest and principal payments (including payments of interest
on and principal of the HFS Financing Agreements to HFS or NGM or any of their
respective Affiliates and payments of interest on and principal of the Notes),
royalties payable to HFS, capital expenditures, and federal, state and local
taxes (provided that such taxes are not paid by the Partnership)(but after
giving effect to specifically gaming-related taxes, which shall constitute a
deduction from earnings of the Partnership), all as determined in accordance
with generally accepted accounting principles, consistently applied.


 


“Event
of Withdrawal” shall mean, with respect to the General Partner, any bankruptcy
or insolvency of the General Partner and the events specified under §
79-14-402(a) of the Mississippi Act.


 


“Gross
Gaming Revenues” shall mean gaming revenues derived from the casino forming a part
of the Project, in accordance with generally accepted accounting principles,
consistently applied, i.e., for any applicable period, the amounts retained by
such casino in respect of players’ wagers, less payments to winning players and
all applicable gaining taxes.


 


“HFS”
shall mean Hospitality Franchise Systems, Inc. or any of its Affiliates (and
shall include NGM or any of its Affiliates); “HPS Financing Agreements” shall
mean the various financing agreements, marketing and servicing agreements and
other documents and instruments in effect on the date hereof among the
Partnership, either of the Partners (or any of their respective Affiliates) and
HFS or NGM, as amended or supplemented and in effect from time to time.


 


“Interest”
shall mean, as to each Partner, all applicable rights of such Partner under
this Agreement.


 


“Management
Agreement” shall mean the Management Agreement dated as of October 28, 1993
among Mississippi Ventures, Inc., the Partnership, RCC, John A, Barrett, Jr.
and Leigh Seippel, as amended to date.


 


“Net
Cash Flow” shall mean EBITDAR of the Project, on a freestanding basis,
exclusive of any overhead, service or other charges of the General Partner.
Alliance Gaming Corporation or any Affiliate thereof (other than the
Partnership, as permitted by this Agreement) other than the Management Fee (as presently
in effect and as provided for in the


 


6





















 


Management Agreement, including any incentive or performance based
management fees), prepared on a consistently applied generally accepted
accounting principles basis for the Project, less deductions for, but only for
Allowed Deductions.


 


“Net
Income” or “Net Loss” for any taxable year shall mean the taxable income or the
taxable loss of the Partnership for such taxable year as determined for U.S.
federal income tax purposes.


 


“Notes”
means, collectively, the Class A Note and me Class B Notes.


 


“Permitted
Capital Expenditures” shall mean expenditures made by UGR or NGM or any of
their respective Affiliates to or as directed by the Partnership or otherwise
designated by the General Partner (in its sole discretion) in connection with
the Project or the Rainbow Business, whether from the cash available in or
generated by the Project or from UGR’s or NGM’s or such Affiliates’ own or
borrowed funds, and in each case, whether or not such expenditures are, in
accordance with generally accepted accounting principles, properly classified
as capital expenditures; provided, that the aggregate amount of such
expenditures (including the amount provided to be expended under the Consolidation
Agreement) shall not have exceeded the difference between $5.5 million and the
amount funded on the date hereof in respect of the Class B Notes (i.e.,
$2,239,051.84), from and after the date hereof. Nothing herein shall limit UGR’s
ability to fund additional amounts to the Project so long as such additional
amounts are not evidenced by a Class B Note.


 


“Person”
shall mean any individual, company, corporation, association; governmental or
quasi-governmental authority or other entity.


 


“Project”
shall mean a dockside casino, restaurants, concessions and related activities
in Vicksburg, Mississippi (including the contiguous family entertainment park
and hotel).


 


“Rainbow
Business” shall mean the business and operations heretofore and hereafter conducted
by the Partnership, consisting of the development, ownership and operation of
the Project.


 


“RCC
Interest” shall mean the Interest of RCC as Limited Partner in the Partnership
calculated as 10% of Net Cash Flow of the Partnership for each fiscal year of
the Partnership from January 1, 1995 through the term of this Partnership as
set forth in Section 1.06 hereof, subject to earlier termination as provided in
Article VII hereof and to extension of such date as provided in this
definition; provided, that RCC shall be entitled to a 20% share of Net Cash
Flow to the extent (but solely to the extent) allocable on a straight line
proportionate basis to Gross Gaming Revenues in any fiscal year in excess of
$35,000,000 (e.g., if gross gaming revenues are $38,000,000 and Net Cash Flow
is $5,000,000, the RCC Interest shall be (a) $5,000,000 x 35/38 x 10% plus (b) $55,000,000
x 3/38 x 20%). The term of the RCC Interest shall be for 15 years, commencing
January 1, 1995; provided, that if the RCC Interest does not produce at least
$50,000 per calendar year in actual payments to RCC, or a compensating payment
up to the difference between $550,000 and the amount of


 


7





















 


the RCC Interest otherwise
payable by the Partnership is not made for such calendar year to RCC, then the
term of the RCC Interest shall be extended for an additional consecutive
12-month period in each such case.


 


“Transfer”
shall mean the direct or indirect sale, donation, assignment (as collateral or
otherwise), pledge, hypothecation, encumbrance, transfer or disposition of any
Interest; “Transferor” and “Transferee” shall have correlative meanings to the
foregoing.


 


Article III: 
Management and Operation of the Business


 


3.01
 Management of the Partnership.  (a) The management and operation of the
Partnership shall be exclusively vested in the General Partner, which may
exercise all powers necessary or convenient for the accomplishment of the
purposes of the Partnership on behalf of and in the name of the Partnership.
The Partnership has previously entered into a Management Agreement, which
Management Agreement is ratified and remains in full force and effect. In
addition to the powers now or hereafter granted to a general partner of a
limited partnership under applicable laws or which are granted to the General
Partner under any other provision of this Agreement, the General Partner shall,
subject to the other provisions of this Agreement, have full power and
authority to do all things and on such terms as it may deem necessary or
desirable to conduct the business of the Partnership and to effectuate the
purposes set forth herein and in the Consolidation Agreement; provided, that in
any transaction between the Partnership, on the one hand, and Alliance Gaming
Corporation and its Affiliates (other than the Partnership), on the other hand,
such transaction shall be conducted in accordance with the standards of Section
1.07 hereof or the financial consequences of such transaction to the
Partnership if materially adverse to the Partnership’s EBITDAR as calculated
for purposes of the Net Cash Flow shall be disregarded to the extent (but
solely to the extent) less favorable to the Partnership than articulated in
such standards.


 


Notwithstanding
the foregoing, the General Partner shall not (i) liquidate the Partnership
prior to December 31, 2010 (or such later date as may be provided for in
Article V hereof), other than as the result of an Event of Termination, or (ii)
modify or amend this Agreement or the Management Agreement in a manner which is
materially adverse to the Limited Partner, in each case, without the consent of
the Limited Partner. Nothing contained in this Agreement shall affect the
duration of the royalty payable to HFS in connection with the HFS Financing
Agreements, which royalty shall survive the termination of the Partnership to
the extent provided therein.


 


(b)           The respective liabilities of the
Partners in respect of the completion of the Project shall be solely as set
forth in the Consolidation Agreement and no Partner shall have any liability in
respect thereof other than as set forth therein.


 


(c)           The Partnership may have employees
and agents who may be designated as officers with titles designated by the
General Partner, and who in such capacities may act for and on behalf of the
Partnership. Nothing in this Section 3.01(c) shall affect the parties’
respective rights or obligations under or pursuant to the Management Agreement
for purposes of calculating Net Cash Flow or otherwise under this Agreement.


 


8





















 


3.02         Relationship Between the General
Partner and the Limited Partners. 
(a) Each of the Partners hereby approves, ratifies and confirms the
execution, delivery and performance by the Partnership of the Consolidation
Agreement and accompanying documents and all other documents or instruments
heretofore executed by or on behalf of the Partnership or in connection
therewith and the HFS Agreement.


 


(b)           The acts of the General Partner in
carrying on the business of the Partnership at authorized herein shall bind the
Partnership. The Limited Partner shall not have any right to, and shall not,
(i) take part in the management or control (within the meaning of the Mississippi
Act) of the Partnership’s business, (ii) act for or bind the Partnership, (iii)
transact any business in the name of or on behalf of the Partnership, or (iv)
withdraw from the Partnership as a limited partner until the Limited Partner
has assigned its Interest pursuant to and in accordance with the provisions
hereof. The Limited Partner, in its capacity as limited partner, shall only
have the rights and powers specifically granted to the Limited Partner in this
Agreement or pursuant to  the
Mississippi Act.


 


(c)           Neither the General Partner nor the
Limited Partner shall be obligated to make any further contributions to the
capital of the Partnership except as provided in the Consolidation Agreement.


 


(d)           The liability of the Limited Partner
to third parties shall be limited as provided in the Mississippi Act.  The Limited Partner acknowledges and agrees
that it shall be liable to the Partnership for any money or other property
distributed, paid or conveyed to it by the Partnership, only to the extent
required by the Mississippi Act.


 


(e)           Notwithstanding any other term of
this Agreement, none of the Partners, their respective Affiliates or their
respective stockholders, directors, officers, employees, servants, direct or
indirect partners, attorneys or agents, or the officers of the Partnership shall
be liable to the Partnership or any other Person or any such Affiliate or
officer, director, direct or indirect partner, stockholder, employee, attorney
or agent for any act or omission taken or omitted in good faith by or for such
Persons; provided, that such act or omission did not constitute fraud, willful
violation of law, willful violation of this Agreement, reckless disregard of
the duties of such person or gross negligence in the performance of its duties,
in each such case, in relationship to the Partnership.


 


3.03  Partnership Funds.  The funds of the Partnership shall be
deposited in such account or accounts as are designated by the General Partner.


 


3.04
 Permitted Capital Expenditures.  Each amount that is designated by the General
Partner as a Permitted Capital Expenditure (which the General Partner may so
designate in its sole discretion but which shall include all amounts funded
under Section 2 of the Consolidation Agreement) shall be deemed to be and
constitute a part of the indebtedness evidenced by the Class B Notes; provided,
that in no event shall the aggregate principal amount of all Permitted Capital
Expenditures exceed $5.5 million for purposes of computation of the RCC
Interest. Such amount shall not be renewed by borrowing, repayment and
reborrowing or otherwise, but such limit shall apply only for the purpose of
computation of


 


9





















 


the RCC Interest and shall
not otherwise limit in any manner the business, financing or operations of the
Partnership.


 


Article IV:   Allocations of Net
Income and Net Losses; Etc.


 


4.01  [Intentionally Omitted].


 


4.02  Allocation of Items of Net Income and Net
Loss.   Except as required by Section
4.03 hereof or otherwise required by the Code, Net Income for any fiscal year
of the Partnership shall be allocated to the General Partner and the Limited
Partner on a pro rata basis in accordance with the actual distribution of cash
to the Partners as provided in Article V hereof. Net Loss shall be allocated in
proportion to and to the extent of the difference, if positive, between
cumulative Net Income and cumulative cash distributed to the Partners, and thereafter
to the General Partner.  The forms K-l
issued to the Partners shall be as specified in Section 8.04(c) hereof.


 


4.03  Section 704(c) of the Code and Treasury
Regulation § 1.704-1(b)(4)(i). Partnership income, gains, losses and
deductions shall, solely for income tax purposes, be allocated among the
Partners in accordance with Section 704(c) of the Code and the Treasury regulations
promulgated thereunder with respect to contributed property, and in accordance with
Treasury Regulation § 1.704-l(b)(4)(i) with respect to revalued property, so as
to take account of any difference between the adjusted basis to the Partnership
of any property for federal income tax purposes and its fair market value at
the time such property was contributed to the Partnership, or at the time such
property was revalued in accordance with Treasury Regulation §
1.7041(b)(2)(iv)(f). The depreciation allocation will be limited to the federal
income tax depreciation on the contributed or revalued assets. All Partners
shall report the amounts attributable to them under this Agreement in
accordance with the Form K-l provided to them by the Tax Matter Partner.


 


4.04
 Issuance of Notes.  (a) On the date hereof, the Partnership is
issuing to (i) UGR the Class A Note in the principal amount of $3.25 million
(all of which shall be deemed funded and outstanding as of the date hereof) and
(ii) each of UGR and NGM a Class B Note in the original principal amount of
$3.5 million and $2 million, respectively. Of such amounts, (x) $935,052 in
respect of accrued and unpaid amounts as set forth on Exhibit A hereto
and $651,999.92, as contemplated by the Consolidation Agreement, shall be
deemed funded by UGR and outstanding as of the date hereof and (y) $651,999.92,
as contemplated by the Consolidation Agreement, shall be deemed funded by NGM
and outstanding as of the date hereof. Additional amounts of Permitted Capital
Expenditures that hereafter are funded by UGR or NGM shall be deemed to be
outstanding under the Class B Notes upon funding thereof.


 


(b)
 The Class A Note shall bear interest at
a rate of 7.5% per year on the outstanding principal amount thereof and shall
be repayable on the basis of 77 level monthly payments of interest and
principal, commencing on April 1, 1995. 
The Class B Notes shall bear interest at a rate of 10% per year as
applied to the amount funded thereunder and shall be repayable on the basis of
84 monthly level payments of interest and principal (as adjusted


 


10





















 


for additional amounts of
indebtedness incurred and outstanding thereunder after the date hereof),
commencing April 1, 1995. Amounts under the Notes (of interest or principal)
that are unpaid after any applicable payment date shall bear interest at the
rate otherwise in effect plus 2% per year.


 


Article V:  Distributions: Etc.


 


5.01  RCC Interest.  The Limited Partner shall be entitled to
receive the RCC Interest, as provided herein, for so long as the term of such
Interest shall be in effect as provided herein, and the General Partner shall
receive all other revenues, profits, income, cash and other property or assets
of the Partnership. Such payments of the RCC Interest shall be calculated from
the Partnership’s fiscal year financial statements as reported on by its
independent accounting firm on the basis provided for herein, shall be payable
in quarterly estimated installments based upon the prior fiscal year’s Net Cash
Flow of the Partnership in the subject quarter and shall be subject to final
adjustment on a whole fiscal year basis (by supplemental payment to RCC or by
offset of the succeeding year’s accruals or payment by RCC to UGR in the final
year of the Partnership, as the case may be) within 120 days of the end of each
fiscal year of the Partnership. A pro forma illustration of the basis of
computation of the RCC Interest is attached hereto as Schedule B.


 


5.02  Sale of Partnership or Partnership
Business.   In the event of a sale or
its substantial equivalent of all or substantially all of the General Partner’s
Interest or of all or substantially all of the assets or business of the
Partnership (irrespective of the form of such transaction), then either (a) the
RCC Interests shall be conveyed additionally at the option of the General
Partner in its sole discretion; provided, that RCC shall be allocated a share
of the total transaction proceeds in respect of the RCC Interest on a basis
reflecting its then present value with reference to the valuations of the
subject transaction (as mutually agreed between the General Partner and RCC, or
failing agreement within 15 days
of consummation of such transaction, then, as determined by Arbitration (as
defined below in this paragraph)) or, alternatively, (b) if mutually agreed
between the acquiror, the General Partner and RCC, the RCC Interest shall be
preserved by the terms of the subject transaction.  It is understood and agreed that the consent
of RCC shall not be required for any such transaction, except in any
transaction involving an Affiliate of the General Partner.  “Arbitration” shall mean an arbitration
conducted under the rules of the American Arbitration Association by either a
mutually satisfactory independent arbitrator (or failing agreement on such a
person within 15 days after either party requests Arbitration in writing, then,
by a panel of three independent arbitrators of which one will be selected by
each of the parties and the third will be selected by such nominees, and
failing that agreement, then, by the American Arbitration Association). The
General Partner shall keep the Limited Partner reasonably informed of the
status of negotiations and progress of any such transaction and shall provide
to the Limited Partner copies of relevant final (and with respect to material
documents, draft) transaction documents. 
In the event of a transaction described in clause (a) above, the General
Partner shall, upon consummation thereof if the Partners shall not have then
agreed upon the amount allocable to the RCC Interest, cause to be delivered to
a third party escrow agent designated by the General Partner an amount
reasonably estimated by the General Partner to be allocable to the Limited
Partner in respect of the RCC Interest, which amount shall be held


 


11





















 


in an interest-bearing
escrow account with a bank or financial institution. Such amount shall be held
pursuant to a then-customary escrow agreement and all or a portion thereof,
together with accrued and unpaid interest, disbursed upon the final
determination of the amount allocable to the Limited Partner, as described
above, or as otherwise jointly directed in writing by the Partners; at such
time, if the amount allocable to the Limited Partner is greater than the
principal amount so held in escrow, the General Partner shall cause to be paid
such discrepancy, together with interest thereon at the rate earned in such escrow
account.


 


5.03   Certain Rights. The foregoing
provisions in this Article V (and the correlative definitions) are included in
this Agreement solely for the purpose of calculating the amounts payable to the
Limited Partner and are not intended to limit or restrict in any way the
General Partner’s right to operate the business of the Partnership in its sole
discretion, including without limitation, to incur any financing or capital
expenditure that is not a Permitted Capital Expenditure.


 


5.04
Term. The term of the Partnership may be extended as provided in the
definition of RCC Interest.


 


Article VI:  
[Intentionally Omitted]


 


Article VII:  Termination and
Dissolution


 


7.01  Events of Termination. The Partnership
shall not be dissolved unless in good faith. The Partnership shall be dissolved
and its affairs wound up pursuant to Section 7.02 hereof, and this Agreement
shall terminate upon the first to occur of any of the following events (each,
an “Event of Termination”); (a) the execution by each Partner of a unanimous
written consent to dissolution and payment in full in cash of the Notes and the
then net present value of estimated future payments of the RCC Interest over
its remaining scheduled term, as provided for in Article V above; (b) the sale
or other disposition of all or substantially all of the assets of the
Partnership and provision for the sale or continuance of the RCC Interest as
provided in Article V; (c) the dissolution, winding-up, cessation of business
or withdrawal of all of the Partners; (d) an Event of Withdrawal unless at the
time of the occurrence of such Event of Withdrawal there is at least one
General Partner who is authorized and agrees to continue the business of the
Partnership without dissolution (and, if there are no remaining general
partners, a majority in interest of the limited partners shall make selection
of a new General Partner and, if RCC is the sole limited partner, RCC shall be
permitted to elect to continue the Partnership in its sole discretion); or (e)
December 31, 2010 or such later date as may be provided pursuant to this
Agreement for the full term of the RCC Interest in Article V above.


 


7.02
Winding-Up. Upon the occurrence of an Event of Termination, the
Partnership’s affairs shall be wound up, its debts paid and its business and
property, rights and assets disposed of in an orderly manner as shall be
determined by the General Partner and the General Partner shall receive all
property, rights or assets of the Partnership after provision for payment of
the amounts to RCC as provided in Section 5.02 above.  The


 


12





















 


Limited Partner shall not
have any right to share or participate in any such property, rights or assets
remaining after such payments, all of which shall be and belong solely to the
General Partner.


 


Article VIII: Reports to Partners


 


8.01  Books of Account. Appropriate records
and books of account shall be kept by the General Partner and by the manager
under the Management Agreement, at the principal place of business of the
Partnership. The Limited Partner shall be provided reasonable access to such
books and records, at reasonable times on reasonable prior notice for the
purpose of verifying the amounts payable to it under Article V above and shall
be provided a quarterly estimated computation thereof by the General Partner
and an annual final computation reported on by the independent accounting firm
of the Partnership (including without limitation, a computation of the RCC
Interest in each period) and unaudited monthly summaries of the operations of
the Partnership.


 


8.02  Audit and Report. The books and
records of the Partnership shall be kept in accordance with generally accepted
accounting principles, which is consistent with the requirements of Section 704
of the Code and the Treasury Regulations thereunder, and shall be audited by
independent certified public accountants of the General Partner’s selection. The
General Partner shall provide to the Limited Partner and the holders of Notes
on a timely basis annual and quarterly balance sheets, statements of income
(loss) for each applicable period and of such Partner’s capital accounts,
statements of Net Cash Flow; and the amount of such Partner’s share in each
item of Partnership’s taxable income or loss for each year which must be
separately accounted for by a Partner pursuant to section 702(a) of the Code
and any other information needed to prepare the Partner’s federal, state and
local income tax returns and reports.


 


8.03  Fiscal Year. The fiscal year and
taxable year of the Partnership shall end on June 30.


 


8.04  Tax Matters.  (a) The General Partner is hereby designated
as the “Tax Matters Partner” under Section 6231(a)(7) of the Code, to manage
administrative tax proceedings conducted at the Partnership level by the
Internal Revenue Service with respect to Partnership matters. The General
Partner is specifically directed and authorized to take whatever steps the
General Partner deems necessary or desirable to perfect such designation, including
without limitation, filing any forms or documents with the Internal Revenue
Service and taking such other action as may from time to lime be required under
any Treasury Regulation. The Tax Matters Partner shall not be liable to the
Partnership or any other Partner for any act or omission taken or suffered by
it in such capacity in good faith and in the reasonable belief that such act or
omission is in or is not opposed to the best Interests of the Partnership;
provided, that such act or omission is not in violation of the Agreement and does
not constitute gross negligence, fraud or a willful violation of law.


 


(b)
Within five business days of receipt, a Partner shall give to the remaining
Partners written notice of such Partner’s receipt from any taxing authority of
any notification


 


13





















 


of any audit or
investigation of the Partnership or any other tax proceeding or proposed tax
adjustment affecting the Partnership.


 


(c)           The Tax Matters Partner shall cause
income and other required federal, state and local tax returns for the
Partnership to be prepared on a basis consistent with the terms of this
Agreement and timely filed with the appropriate authorities. The forms K-l issued
to the Limited Partner in respect of each fiscal year of the Partnership shall
report income in an amount equal to the cash distributed to such Partner. The
Tax Matters Partner shall make or maintain in effect tax elections as it shall
deem to be appropriate.


 


(d)           Each Partner and the Partnership
shall cooperate with and assist, at its own expense, the Tax Matters Partner in
connection with any federal, state, local or foreign tax matter affecting the
Partnership or any entity in which the Partnership has an interest, including
without limitation, providing any records or supporting data with respect to
assets or liabilities transferred to the Partnership, preparing any tax return
or assisting as requested on any audit.


 


Article IX: Miscellaneous


 


9.01   Transfers of Interests: Admission of Additional Partners.  
(a)   Subject to applicable requirements of the Mississippi
Act and applicable gaming laws and regulations, the General Partner and the
Limited Partner shall have the right to Transfer their respective Interests to
any Person, subject to the provisions of this Agreement; provided, that, except
to its stockholders on the date hereof, the Limited Partner shall not be
permitted to Transfer its Interests without the prior written consent of the
General Partner, which shall not be unreasonably withheld.


 


(b)
 Upon compliance with Section 9.01(a)
hereof with respect to the Transfer of all or any portion of its Interest, the
Transferee shall become a Limited Partner or General Partner, as the case may
be, and shall succeed proportionately to the Interest Transferred by the
Transferor and shall become subject to all of the obligations of the Transferor
with respect to such Interests, only upon compliance with the following
additional conditions: (i) the proposed Transferee shall have executed an amendment
to this Agreement, and shall have executed such other instruments as the
General Partner may deem necessary or desirable, to admit such Transferee as a
Partner (including the execution of a counterpart of this Agreement and an
appropriate supplement to this Agreement pursuant to which such Partner shall
agree to be bound by and comply with the terms and provisions hereof) and (ii)
the Transferor shall have paid to the Partnership all of the Partnership’s
expenses connected with such Transfer and substitution (including without
limitation, the legal and accounting fees and disbursements of the
Partnership).


 


(c)
 If the Transferor is the General
Partner, upon compliance with the terms of Sections 9.01 (a) and (b) hereof,
the admission of the Transferee as a successor General Partner shall occur, and
for all purposes shall be deemed to have occurred, immediately prior to the
withdrawal of the Transferor General Partner from the Partnership as a general
partner of the Partnership.  Upon such
withdrawal, the General Partner shall cease to be a general


 


14





















 


partner of the Partnership
and the successor General Partner shall, and is hereby authorized to, continue
the business of the Partnership without dissolution. In accordance with the Mississippi Act, the successor General Partner
shall execute and file an appropriate amendment to the Certificate to reflect
its admission to the Partnership.


 


(d)           Notwithstanding any provision of this
Agreement to the contrary, no Transfer of any Interest shall be effective to
convey any Interest in the Partnership until the Transferee executes all
necessary certificates or other documents and performs all acts required in
accordance with the laws of the State of Mississippi and any other applicable
law, and any and all documents as shall be required from time to time by the
rules and regulations of any regulatory body or commission having a
jurisdiction over the Partnership, to the full extent necessary to constitute
such Transferee a Partner and preserve the status of the Partnership as a
partnership after the completion of such Transfer in accordance with such laws.  Each such Transferee by accepting the
Transfer of an Interest agrees upon the request of a Partner to execute such certificates
or other documents and to perform such acts and gives the power of attorney set
forth in Section 1.09 as fully as though such Transferee was an original
signatory hereto.


 


(e)           If any Partnership Interest is sold,
assigned, or transferred during any taxable year of the Partnership in
compliance with the provisions of this Section 9.01, Net Income, Net Loss, each
item thereof, and all other items attributable to such Interest for such period
shall be divided and allocated between the Transferor and the Transferee by
taking into account their varying interests during the period in accordance
with Code Section 706(d), using any conventions permitted by law and reasonably
selected by the General Partner.  All
distributions on or before the date of such Transfer shall be made to the Transferor,
and all distributions thereafter shall be made to the Transferee. Solely for the purposes of making such
allocations and distributions, the Partnership shall recognize such Transfer
not later than the end of the calendar month during which it is given notice of
such Transfer.


 


9.02         Applicable Law.  Notwithstanding the place where this
Agreement may be executed by any of the parties hereto, the parties expressly
agree that all the terms and provisions hereof shall be construed under the
internal laws, and not the laws pertaining to conflicts or choice of law, of
the State of Mississippi.


 


9.03         Binding Agreement. Except as
expressly provided in this Agreement, this Agreement shall not be construed so
as to confer any right or benefit upon any Person other than the parties to
this Agreement and their respective successors and assigns. This Agreement
shall be binding upon the successors and assigns of the Partners.


 


9.04         Notices. All notices hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered, mailed by registered or certified mail, return receipt requested, or
by telex or telecopy and confirmed by mail as aforesaid to the Partnership or
to  the General Partner,
at 4380 Boulder Highway, Las Vegas, Nevada 89121; Attention: General Counsel,
with a copy to Kramer, Levin, Naftalis, Nessen, Kamin & Frankel, 919 Third Avenue, New York,
New York 10022; Attention: David Robbins, Esq.


 


15





















 


or such other address or
addresses as to which the Partners shall have been given notice, and to the
Limited Partner, to The Rainbow Casino Corporation, c/o Barrett Refining
Corporation, 23 East Ninth, Suite 329, Shawnee, Oklahoma 74801 and Leigh
Seippel, c/o Doyle & Bachman, 919 Eighteenth Street, N.W., Washington, D.C.
20006; Attention: James D. Bachman, Esq., with
a copy to Doyle & D. Bachman 919 Eighteenth Street, N.W., Washington, D.C.
20006; Attention: James D. Bachman, Esq., and such notice shall be deemed to
have been given as of the date delivered, telexed or telecopied or if mailed,
the second day after being so mailed.


 


9.05
 Counterparts.  This Agreement may be executed in counterparts
and by facsimile transmission, all of which together shall constitute one
agreement binding on all the parties notwithstanding that all the parties are
not signatories to the original or the same counterpart.


 


9.06  Amendments. Any waiver, modification
or amendment to this Agreement shall be effective when signed by each Partner.


 


9.07  Severability. If any provision of this
Agreement, or the application of such provision to any person or circumstance,
shall be held invalid, the remainder of this Agreement or the application of
such provision to other persons or circumstances shall not be affected thereby.


 


9.08  Confidentiality.  The Limited Partner shall not, during the
term of this Agreement, disclose any confidential or proprietary information
with respect to the Partnership to any person, except (a) with the prior
written consent of the General Partner, (b) or as may be required by applicable
law or administrative or judicial process.


 


9.09  Creditors. None of the provisions of
this Agreement shall be for the benefit of or enforceable by any creditors of
the Partnership or other person doing business with the Partnership (other than
as provided herein).


 


9.10
 Waiver. No failure by any party
to insist upon the strict performance of any covenant, duty, agreement, or
condition of this Agreement or to exercise any right or remedy consequent upon
a breach thereof shall constitute a waiver of any such breach or any other
covenant, duty, agreement or condition.


 


9.11  Certain Provision Relating to Holders of
Notes.  The holders of the Notes (in
such capacity) shall not be, and shall have none of the rights and none of the
obligations of, Partners of the Partnership. Without limiting the foregoing, the
holders of the Notes (in such capacity) shall have no liability for Partnership
debts or to make advances to the Partnership, except as provided in the
Consolidation Agreement, and no right to take part in the management or control
of the Partnership’s business, act or bind the Partnership, transact any
business in the name of or on behalf of the Partnership. Except for payment of the
Notes, the holders of the Notes (in such capacity) shall not have any right to
participate in the property, rights or assets of the Partnership.  The Partnership shall provide the holders of
the Notes on a timely basis annual and quarterly balance sheets, and statements
of income


 


16





















 


(loss) for each applicable
period.  Holders of the Notes shall not
disclose any confidential or proprietary information with respect to the
Partnership except (a) with the prior written consent of the General Partner,
or (b) as may be required by applicable law or administrative or judicial
process.  Holders of the Notes may
transfer their Notes to any Person.


 


9.12  Loan and Other Financing Proceeds.  The proceeds of any loan, financing,
refinancing or other capital or similar transaction shall not constitute
revenues for purposes of calculating EBITDAR, and all of such proceeds shall be
retained by and be the exclusive property of, the Partnership and allocated
solely to the General Partner and have no effect on the RCC Interest.


 


17





















 


IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands as of this
29th day of March, 1995.


 


	
   

  	
  United Gaming Rainbow,

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  	
   

  
	
   

  	
   

  	
   Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  The Rainbow Casino Corporation,

  
	
   

  	
  Limited Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leigh Seippel

  	
   

  
	
   

  	
   

  	
   Name: Leigh Seippel

  	
   

  
	
   

  	
   

  	
   Title:  President

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A. Barett Jr.

  	
   

  
	
   

  	
   

  	
   Name:  John
  A. Barett Jr.

  	
   

  
	
   

  	
   

  	
   Title: Chairman

  	
   

  
	
   

  	
   

  
	
  The undersigned joins as
  manager of the Project (and not as a Partner):

  
	
   

  	
   

  
	
   

  	
  Mississippi Ventures, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


18





















 


Schedule A


 


Calculation of Accrued and Unpaid Royalties,

Distributions, Redemptions and Other Amounts

Constituting a Part of a Class B Promissory Note Issued to UGR


 


	
  Amount

  	
   

  	
  Original Balance

  	
   

  	
  Less:

  Payments

  Received

  	
   

  	
  Balance As

  of March 28,

  1995

  	
   

  
	
  Special Limited

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Partnership Interests

  	
   

  	
  $

  	
  3,250,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  3,250,000

  	
   

  
	
  Redemptions

  	
   

  	
  163,368

  	
   

  	
  0

  	
   

  	
  163,368

  	
   

  
	
  Accrued Management Fee

  	
   

  	
  70,027

  	
   

  	
  0

  	
   

  	
  70,027

  	
   

  
	
  Royalties through February 28, 1995

  	
   

  	
  689,999

  	
   

  	
  (233,728

  	
  )

  	
  456,271

  	
   

  
	
  March 1 through March 28, 1995

  	
   

  	
  97,838

  	
   

  	
   

  	
   

  	
  97,838

  	
   

  
	
  Other (Pre-opening, payroll, travel, miscellaneous)

  	
   

  	
  639,009

  	
   

  	
  (491,461

  	
  )

  	
  147,548

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  4,910,241

  	
   

  	
  $

  	
  (725,189

  	
  )

  	
  $

  	
  4,185,052

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3,250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  935,052

  	
   

  



 





















 


SCHEDULE B


 


PRO FORMA ILLUSTRATION

COMPUTATION

RCC INTEREST*


 


	
  Project
  Revenue

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Gross Gaming
  Revenues

  	
   

  	
  30,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Food, Beverage,
  Rent, Other Project Revenue

  	
   

  	
  2,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Revenue

  	
   

  	
  32,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less Operating Costs

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Gaming Taxes

  	
   

  	
  5,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Food/Beverage
  and other Project Costs

  	
   

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Casino Payroll
  & Related Expenses

  	
   

  	
  9,400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Operating
  Expenses Including Marketing & Comps

  	
   

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Base Management
  Fee (including any future additional incentive management fees which,
  however, are not included in such $100,000 amount)

  	
   

  	
  100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Operating
  Costs

  	
   

  	
  21,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EBITDAR

  	
   

  	
  11,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less Allowed Deductions

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  HFS Royalty

  	
   

  	
  3,600,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Existing NGC
  Principal & Interest Payment

  	
   

  	
  1,250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Existing IGT Payment

  	
   

  	
  1,250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Existing Kossen
  Payment

  	
   

  	
  100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Class A Note
  Payment

  	
   

  	
  600,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Class B Notes

  	
   

  	
  700,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  7,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NET CASH FLOW

  	
   

  	
  3,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  RCC INTEREST

  	
   

  	
  350,000

  	
   

  



 










*              These amounts are for illustrative purposes only and no
representation is made that the amounts set out above are achievable or that
Operating Costs or Allowed Deductions are the actual or estimated amounts that
would be payable at corresponding revenue levels.