**Exhibit 10.58**

 

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

 

ThisAmendment is entered into as of March 18, 1998.

 

Forvaluable consideration, the receipt and sufficiency of which is herebyacknowledged, Gaming Entertainment (Delaware), L.L.C. (“GED”) and HarringtonRaceway, Inc. (“HRI”), hereby modify, as set forth below that certainManagement Agreement by and between GED and HRI dated January 31, 1996 (the“Management Agreement”).

 

Allprovisions of the Management Agreement not specifically cited and modified inthis Amendment shall remain in full force and effect, and all terms used hereinand not otherwise defined herein shall have the respective meanings set forthin the Management Agreement.

 

Theparties agree that the Management Agreement shall be modified as follows:

 

**ARTICLE I**

**DEFINITIONS**

 

Thereshall be added to Article I new definitions, reading as follows:

 

**“Grandstand Facility”** means that certain multi-level structurelocated on the premises adjacent to the Entertainment Center, as depicted byExhibit “A” attached hereto and incorporated herein by reference, and improvedto include (by way of example, and not limitation) a kitchen and buffetfacility, a simulcast facility, and operational facilities related to theforegoing.

 

The definition of “GrossRevenues is deleted in its entirety, and the following definition issubstituted therefore:

 

**“Gross Revenues”** means all revenues, rental income (other than rental payments under theDSF/HRI Lease 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 such invested funds) derived from goods sold,services performed or Commercial Activities, including, without limitation,Gross Win derived from Video Lottery Machines operated within the EntertainmentCenter, other income and sales derived from gaming and vending equipment, salesof food, beverages, non-food merchandise, OTB Revenue, revenue derived on theGED Premises from programs conducted by and/or with the consent of, and/or atthe direction of GED and all other revenues, rental income, sales or other incomederived from operation of the Entertainment Center and the relatedImprovements, net of payments of, and accruals for, payments of winnings toplayers, and prior to deduction for expenses of any kind or nature including,without limitation, (i) gaming taxes, (ii) payments to the Delaware StateLottery for Video Lottery Machines and services, and (iii) statutory pursesupplements payable from Video Lottery Machines.

 

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For the time periodcommencing April 1, 1998, and continuing for the remainder of the Term, “GrossRevenues” shall include 25% of the “Cost” of promotional allowances and/orcomplimentary goods or services provided in connection with the EntertainmentCenter and the Related Improvements (collectively, “Comps”).  The “Cost” of Comps shall be calculated asthe actual cost of the food, beverages and/or merchandise provided on acomplimentary basis, plus a “Proportionate Amount” of the salary and/or wages,payroll taxes, and benefits with respect to personnel employed in connectionwith providing Comps.  The“Proportionate Amount” shall be determined by a fraction, the numerator ofwhich shall be the retail price of the Comps and the denominator of which shallbe retail price of total food, beverage, and/or merchandise sales during thesame time period.  The “Cost of Compsshall not include indirect, overhead or administrative costs, except asprovided above, nor the price of complimentary admission tickets with respectto entertainment shows occurring on the GED Premises.

 

**ARTICLE 4**

**DUTY AND AUTHORITY OF GED**

 

The existing Section4.l(g)(ii) shall be deleted in its entirety, and a new Section 4.1(g)(ii)substituted therefore, as follows:

 

(ii)           Repairs, decorating costs andalterations as GED may determine are reasonable (subject to such parameters asare hereafter established by the parties) in connection with the operation,management and maintenance of the Entertainment Center and RelatedImprovements; *provided specifically*,that after March 18, 1998, GEDis authorized to utilize up to Five Hundred Thousand and no/100 Dollars($500,000.00) from the Disbursement Accounts to fund (i) placement of onehundred twenty-two (122) new Video Lottery Terminals in the formerEntertainment Center simulcast room, and (ii) construction of increased seatingcapacity within the Midway Buffet restaurant.

 

**ARTICLE 7**

**MANAGEMENT FEES**

 

There shall be added to theManagement Agreement new Sections 7.3A and 7.3B, reading as follows:

 

**7.3A Reduction of Management Fees/Target Bonus.** Notwithstanding anything to the contrary contained within this Article7, Management Fees and Target Bonus due GED in each of the five (5) succeedingone-year periods commencing June 1, 1998, shall be reduced by an amount whichis the lesser of (i) the total amount of Management Fees and Target Bonus(in the aggregate) due GED for that one-year period, or (ii) One HundredEighty Thousand and no/100 Dollars ($180,000.00). The aggregate of theManagement Fees and Target Bonus for each such year shall be reduced, on amonthly basis, in the amount of Fifteen Thousand and no/100 Dollars($15,000.00) per each calendar month during the June 1 fiscal year underconsideration (first offsetting Management Fees, to the full extent thereof asthe case may be, and then offsetting Target Bonus); provided, however, that atthe conclusion of such fiscal year there shall be a reconciliation between theaggregate monthly offset for such fiscal year thus realized by HRI against theaggregate Management Fees and Target Bonus due GED for such period to ensurethat the reduction for that

 

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fiscal year totals no morethan the reduction computed in accordance with the terms set forth in the firstsentence of this Section 7.3A and, further, that the aggregate annual ManagementFees and Target Bonus for any one (1) fiscal year shall never be reduced belowzero (-0-).

 

**7.3B Management Fees and Target Bonus not Calculated UponSimulcast and Grandstand Facility Operations.** Notwithstanding anything to the contrary contained within thisArticle 7 (and in lieu of any “Prepayment Discount” to which HRI otherwisemay be entitled under the terms of that certain January 31, 1996 Sublease andLeaseback Agreement by and among HRI, GED, Full House Resorts, Inc. and GTECHGaming Subsidiary 1 Corporation (now known as Dreamport, Inc.), as that term isdefined by and applied pursuant to the terms of the aforesaid agreement),commencing June 1, 1998, revenues generated by activities (other thangaming activities, defined to mean activities specifically, as opposed totangentially, regulated by the Delaware Gaming Commission) not conductedexclusively within the confines of the Entertainment Center (such activitiesbeing hereinafter referred to as “excluded activities”) shall not be consideredin calculating GED’s Management Fees and/or Target Bonus.  Excluded activities shall include, by way ofexample and not limitation, simulcast operations and food and beverage salesoccurring within the Grandstand Facility, and, except as hereinafter provided,all other non-gaming activities conducted beyond the confines of theEntertainment Center.  Likewise, thecosts of operations undertaken to support excluded activities (such as thosesupport operations directly related to the operation of the GrandstandFacility) shall not be considered Operating Expenses for the purpose ofcalculating the Net Operating Profit from which GED’s Target Bonus iscalculated.  The terms of this Sectionto the contrary notwithstanding: (i) any activity conducted outside of the confines of theEntertainment Center but undertaken primarily to promote the business conductedfrom time to time within the confines of the Entertainment Center (e.g., anevent conducted in any of the “special” purpose buildings situated on the largerpremises of which the GED Premises are a part and having as a purpose thepromotion of the Entertainment Center or otherwise related to activitiesconducted within the confines of the Entertainment Center) shall not, if HRI soconsents in writing and, in each instance, prior to such activity firstoccurring, constitute an “excluded activity” for purposes of this Section andboth the revenues realized from such related “off-site” activities and thecosts of operations to support such activities shall be considered incalculating GED’s Management Fees and Target Bonus; and (ii) GED agreesthat GED shall make no claim against HRI for the Prepayment Discount alreadycredited to HRI in the amount of $93,584.91.

 

The existing 7.6(a) shall bedeleted in its entirety, and a new Section 7.6(a) substituted therefore, asfollows:

 

**7.6 Start-Up Advances**

 

(a) All initial Soft Costsassociated with planning, constructing and developing the Entertainment Centerand Related Improvements, including all costs and expenses incurred by GED infurtherance thereof, shall be charged as a cost of developing the EntertainmentCenter; provided, however, that all costs associated with(i) constructing, including managing the construction of, the GrandstandFacility, (ii) moving simulcast activities from the Entertainment Centerinto the Grandstand Facility, and (iii) making

 

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improvements to therestaurant located within the Grandstand Facility shall not be Soft Costs andshall be borne solely by HRI.

 

**ARTICLE 8**

**INSURANCE**

 

The existing Section 8.2 shall be deleted inits entirety, and a new Section 8.2 substituted therefore, as follows:

 

**8.2 Construction Period.** During the course of new construction or substantial remodeling of theGED Premises (excepting construction or remodeling related to the GrandstandFacility), GED shall obtain builders’ risk insurance, on an “all risk” basis(including collapse) and on a non-reporting form, for the full replacementvalue covering the interests of HRI and GED in all work incorporated into theGED Premises, all material and equipment on or about the GED Premises orenvirons, and all new construction and remodeling in respect of theEntertainment Center and Related Improvements. All material and equipment in any off-site storage location intended forpermanent use in the Entertainment Center or the Related Improvements, orincident to the construction thereof, shall be insured on an “all risk” basisas soon as the same are delivered to such off-site locations.  The cost of the insurance required pursuantto this Section shall be an Operating Expense. It shall be the responsibility of HRI, rather than the responsibility ofGED, to obtain the insurance required herein as to any matters addressed withinthis Section 8.2 which involve construction or remodeling of the GrandstandFacility.

 

**IN WITNESS WHEREOF,**HRI and GED have caused this Amendment to be executed and deliveredunder their respective seals onthe       day of August, 1998.

 
| **HARRINGTON  RACEWAY, INC.** | **GAMING  ENTERTAINMENT  (DELAWARE), L.L.C.,**by  its Members,  as follows: |
|-------------------------------|-----------------------------------------------------------------------------|
|                          |                                                                        |
|                          |                                                                        |
|                          |                                                                        |
| By:                           | /s/ John S. Walls                                                           |   | **DREAMPORT,  INC.** |
| Its:                          | President                                                                   | (formerly, GTECH Gaming Subsidiary  Corporation) |
| Date :                        | February 1, 1999                                                            |
|                          |                                                                        |
|                          | By :                                                                        | /s/ John E. Taylor |   |
|                          | Its:                                                                        | President & CEO |
|                          | Date:                                                                       | February 4, 1999 |
|                          |                                                                        |
|                          | **FULL  HOUSE SUBSIDIARY, INC.**                                            |
|                          |                                                                        |
|                          | By :                                                                        | /s/ Gregg R. Guffria |   |
|                          | Its:                                                                        | President |
|                          | Date:                                                                       | 2/2/99 |
|                               |                                                                             |  |  |  |  |

 

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