**Exhibit 10.59**

 

**AMENDMENT TO MANAGEMENT AGREEMENTBY AND BETWEENGAMING ENTERTAINMENT (DELAWARE), L.L.C.AND HARRINGTON RACEWAY, INC.**

** **

This Amendmentis entered into as of July 1, 1999 by and between Gaming Entertainment(Delaware), L.L.C. (“GED”) and Harrington Raceway, Inc. (“HRI”).

 

**Witnesseth**

 

**WHEREAS,** on January31, 1996, GED and HRI executed a Management Agreement (the “Agreement”)relating to the management by GED on behalf of HRI of the Entertainment Centerand other Commercial Activities, as those terms are more particularly definedpursuant to the terms of the Agreement; and

 

**WHEREAS,** pursuant tothat certain amendment dated as of March 18, 1998, GED and HRI modified theterms of the Agreement in certain respects; and

 

**WHEREAS,** incident toa proposed expansion of the Entertainment Premises by HRI, GED and HRI nowdesire further to modify the terms of the Agreement in certain respects.

 

**NOW, THEREFORE,** inconsideration of the sum of Ten and no/100 Dollars ($10.00) and other valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, GEDand HRI hereby agree, effective as of the date when the currently proposed 1999expansion to the GED Premises first opens for business to the general public(the “Expansion Effective Date” for purposes of this Amendment”) further tomodify the terms of the Agreement, as heretofore amended by instrument dated asof March 18, 1998, as follows:

 

**ARTICLE I**

**DEFINITIONS**

 

Article 1 ofthe Agreement shall be modified to redefine the terms “GED Premises” and “GrossRevenues”, respectively, as follows:

 

**“GED Premises”** shallmean those premises more particularly identified by Exhibit “B-l” (whichexhibit shall, commencing with the Expansion Effective Date, supersede Exhibit“B” to the Agreement in all respects.)

 

**“Gross Revenues”**means all revenues, rental income (other than rental payments under the DSF/HRILease or the Sublease and Leaseback Agreement), sales or other income(exclusive of interest, dividends and other passive investment earningsrealized from time to time with respect to funds invested by HRI, andregardless of the source of

 

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such investedfunds) derived from goods sold, services performed or Commercial Activities,including, without limitation, Gross Win derived from Video Lottery Machinesoperated within the Entertainment Center, other income and sales derived fromgaming and vending equipment, sales of food, beverages, non-food merchandise,OTB Revenue; revenue derived on the GED Premises from programs conducted byand/or with the consent of, and/or at the direction of GED and all otherrevenues, rental income, sales or other income derived from operation of theEntertainment Center and the related Improvements, net of payments of, andaccruals for, payments of winnings to players, and prior to deduction forexpenses of any kind or nature including, without limitation, (i) gamingtaxes, (ii) payments to the Delaware State Lottery for Video LotteryMachines and services, and (iii) statutory purse supplements payable from VideoLottery Machines.  Commencing with theExpansion Effective Date and continuing for the remainder of the Term, the term“Gross Revenues” shall not include any amounts relating to the actual costs orother value associated with promotional allowances and/or complimentary goodsor services or the price of complimentary admission tickets with respect toentertainment shows provided or issued in connection with the EntertainmentCenter and the Related Improvements (collectively, “Comps”) or other indirect,overhead or administrative costs associated with the provisions of Comps;provided, however, that, in the context of calculating Target Bonus forpurposes of Section 7.3, this sentence shall not be interpreted topreclude consideration of the cost of goods provided and the salary and/orwages, payroll taxes, and benefits with respect to personnel employed inconnection with providing of Comps.

 

**ARTICLE 6**

**ACCOUNTING AND CASH MANAGEMENT**

 

Article 6 ofthe Agreement shall be modified with the addition of the following new provision:

 

6.13**         SupplyInventory.      **GED shall maintain anappropriate inventory level of operating supplies in keeping with theobjectives of providing customer service and taking advantage of volumediscounts.  (Supply inventory shall notinclude items held for resale such as food, beverage and gift shop items.)  As supply items are consumed they will becharged to operating expenses. Notwithstanding anything to the contrary, the supply inventory shall notexceed One Hundred Thousand and no/100 Dollars ($100,000.00).

 

**ARTICLE 7**

**MANAGEMENT FEES**

 

Article 7 ofthe Agreement shall be modified with the addition of the following newprovision:

 

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7.8           **Management FeeRebate.      **Commencing with the firstday of the calendar month coincident with the Expansion Effective Date orduring which the Expansion Effective Date occurs, and continuing throughout theremaining term of this Agreement, HRI shall be entitled to an annual rebatewith respect to the aggregate Base Management Fees and Target Bonus(collectively the “Fees”) otherwise due GED for the same annual period (the“Rebate Period”) pursuant to the terms of Sections 7.1 and 7.3,respectively.

(a)           Minimum Amount.**      **Theannual rebate shall be calculated by multiplying (i) the percentage (the“Rebate Percentage”) set forth in subsection (b) of this Section 7.8 times(ii) the difference between (A) the aggregate Fees otherwise due GED forthe pertinent Rebate Period and (b) a Minimum Amount established as follows:

 

(1)**      **For theRebate Period which commences with the Rebate Effective Date and expires on thefirst anniversary of that date, the Minimum Amount above which the rebate shallaccrue shall be the amount of Six Million and no/100 Dollars ($6,000,000.00).

 

(2)**      **For theRebate Period which commences with the first anniversary of the RebateEffective Date and expires on the second anniversary of that date, the MinimumAmount above which the rebate shall accrue shall be the amount of Six MillionFive Hundred Thousand and no/100 Dollars ($6,500,000.00).

 

(3)**      **For theRebate Period which commences with the second anniversary of the RebateEffective Date and expires on the third anniversary of that date as well as foreach succeeding Rebate Period, the Minimum Amount above which the rebate shallaccrue shall be the amount of Seven Million and no/100 Dollars ($7,000,000.00);provided, however, that if the final Rebate Period expiring coincident with theexpiration of the Term of this Agreement is a period of less than 365 days, theminimum amount established by this subsection shall be an amount equal to theproduct of (a) $7,000,000.00 times (b) a fraction, the numerator ofwhich is the duration of such final Rebate Period expressed in terms of daysand the denominator of which shall be 365.

 

(b)           Rebate Percentages.**      **Forpurposes of this Section 7.8, the amount as to which the aggregate Feesotherwise due GED for a particular Rebate Period exceed the minimum amountapplicable to the same Rebate Period shall be referred to as the ‘‘Excess Fees”and the rebate percentage applicable to each Rebate Period shall be determinedas follows:

 

(1)**      **For theinitial three (3) Rebate Periods, the rebate percentages shall be sixty percent(60%) with respect to the aggregate Excess Fees equal to or less than theamount of One Million Six Hundred Sixty Six Thousand Six Hundred Sixty Sevenand no/100 Dollars ($1,666,667.00) and forty percent (40%) with respect to

 

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the aggregateExcess Fees greater than the amount of One Million Six Hundred Sixty SixThousand Six Hundred Sixty Seven and no/100 Dollars ($1,666,667.00).

 

(2)**      **Foreach Rebate Period subsequent to the initial three such periods the rebatepercentage shall be fifty percent (50%).

 

All provisions of the Management Agreement not specifically cited andmodified in this Amendment shall remain in full force and effect, and all termsused herein and not otherwise defined herein shall have the respective meaningsset forth in the Management Agreement. In the event of an irreconcilable conflict among the terms of thisAmendment and those of either the Agreement or the March 18, 1998 Amendment,the terms of the most recent of the instruments shall control.

 

**IN****WITNESS WHEREOF,**HRI and GED have causedthis Amendment to be executed and delivered under their respective seals as ofthis 19th day of OCTOBER, 1999.

 
| **HARRINGTON RACEWAY, INC.** | **GAMING ENTERTAINMENT  (DELAWARE), L.L.C.,**by its Members, as  follows: |
|------------------------------|---------------------------------------------------------------------------|
|                         |                                                                      |
|                         |                                                                      |
| By:                          | /s/ Jack  Walls                                                           |   | **DREAMPORT, INC.** |
| Its:                         | President                                                                 | (formerly,  GTECH Gaming Subsidiary  Corporation) |
| Date:                        | 10/19/99                                                                  |
|                         |                                                                      |
|                         |                                                                      |
|                         | By:                                                                       | /s/ Michael  C. Lightman |   |
|                         | Its:                                                                      | Vice  President, Operations |
|                         | Date:                                                                     | 10/19/99 |
|                         |                                                                      |
|                         |                                                                      |
|                         | **FULL HOUSE SUBSIDIARY, INC.**                                           |
|                         |                                                                      |
|                         |                                                                      |
|                         | By:                                                                       | /s/ Michael  P. Shaunnessy |   |
|                         | Its:                                                                      | Exec. V.P.  & CEO |
|                         | Date:                                                                     | October 19,  1999 |
|                              |                                                                           |  |  |  |  |

 

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