SHALL BE DEEMED TO HAVE BEEN DULY GIVEN
(A) WHEN DELIVERED, IF SENT BY FACSIMILE, WITH CONFIRMATION RECEIVED, OR BY HAND
DELIVERY, (B) ONE BUSINESS DAY AFTER
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SENDING, IF SENT BY A NATIONAL OVERNIGHT DELIVERY SERVICE, SUCH AS FED EX, OR
(C) THREE BUSINESS DAYS AFTER BEING MAILED, IF SENT BY UNITED STATES CERTIFIED
OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AND POSTAGE PREPAID TO THE
ADDRESSES SET FORTH BELOW:
If to the Company:
If to Kirkland:
Alliance Gaming Corporation
Kirkland Investment Corporation
6601 South Bermuda Road
527 Madison Avenue, 17th Floor
Las Vegas, Nevada 89119
New York, New York 10022
Attention:
Chief Executive Officer
Attention:
(copy to)
General Counsel
Facsimile:
(702) 270-7699
Facsimile:
(212) 888-1253
10.
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,
INCLUDING, WITHOUT LIMITATION, THE LETTER AGREEMENT, WHETHER WRITTEN OR ORAL,
RELATING TO THE RELATIONSHIP BETWEEN THE COMPANY AND KIRKLAND.
11.
MODIFICATION.
THIS AGREEMENT MAY NOT BE MODIFIED OR AMENDED
EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY KIRKLAND AND THE COMPANY.
12.
WAIVER.
EITHER PARTY'S FAILURE TO ENFORCE ANY PROVISION OR
PROVISIONS OF THIS AGREEMENT SHALL NOT IN ANY WAY BE CONSTRUED AS A WAIVER OF
ANY SUCH PROVISION OR PROVISIONS AS TO ANY FUTURE VIOLATIONS THEREOF, NOR
PREVENT THAT PARTY THEREAFTER FROM ENFORCING EACH AND EVERY OTHER PROVISION OF
THIS AGREEMENT.
13.
SEVERABILITY.
IF, FOR ANY REASON, ANY PROVISION OF THIS AGREEMENT
IS DETERMINED TO BE INVALID OR UNENFORCEABLE, SUCH INVALIDITY OR LACK OF
ENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION OF THIS AGREEMENT NOT SO
DETERMINED TO BE INVALID OR UNENFORCEABLE, AND EACH SUCH PROVISION SHALL, TO THE
FULL EXTENT CONSISTENT WITH APPLICABLE LAW, CONTINUE IN FULL FORCE AND EFFECT,
IRRESPECTIVE OF SUCH INVALID OR UNENFORCEABLE PROVISION.
14.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS PERSONAL TO KIRKLAND
AND MAY NOT BE TRANSFERRED OR ASSIGNED BY KIRKLAND.
NEITHER THIS AGREEMENT NOR
ANY INTEREST UNDER IT SHALL BE ASSIGNED BY THE COMPANY WITHOUT THE PRIOR WRITTEN
CONSENT OF KIRKLAND; PROVIDED, HOWEVER, THAT THE COMPANY SHALL BE OBLIGATED TO
CAUSE THE ASSIGNMENT OF THIS AGREEMENT PURSUANT TO A CHANGE OF CONTROL, AS SET
FORTH IN SECTION 6 HEREOF.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE HEIRS, ESTATE, SUCCESSORS AND PERMITTED ASSIGNS OF EACH
PARTY.
15.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.
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16.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL AND ALL OF
WHICH TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED THIS AGREEMENT AS OF THE DAY
AND YEAR FIRST ABOVE WRITTEN.
ALLIANCE GAMING CORPORATION
By:
Name:
Title:
KIRKLAND INVESTMENT CORPORATION
By:
Name:
Title:
FOR PURPOSES OF SECTIONS 3 AND 4
HEREOF:
JOEL KIRSCHBAUM
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