THE ACTING
MANAGER UNDER THIS AGREEMENT SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO
ASSUME THE RIGHTS, DUTIES AND RESPONSIBILITIES OF THE MANAGER UNDER THIS
AGREEMENT, WHICH RIGHT SHALL BE EXERCISABLE WITHIN THIRTY (30) DAYS FOLLOWING
SUCH MEMBER'S RECEIPT OF NOTICE OF THE MANAGER'S RESIGNATION PURSUANT TO THIS
SECTION.
6.4
PROCEDURES UPON AN ASSUMPTION.
UPON THE
ASSUMPTION OF THE RIGHTS, DUTIES AND OBLIGATIONS OF THE MANAGER BY THE
NON-MANAGER MEMBER, THE ACTING MANAGER SHALL COOPERATE WITH THE ASSUMING MANAGER
TO INSURE A SMOOTH TRANSITION OF THE MANAGER POSITION IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
SUCH COOPERATION SHALL INCLUDE, BUT NOT BE LIMITED TO,
THE ACTING MANAGER (I) MAKING ITSELF AVAILABLE FOR MEETINGS AT THE FACILITY WITH
THE ASSUMING MANAGER, (II) APPRISING THE ASSUMING MANAGER OF ALL MATTERS
RELEVANT TO THE GAMING OPERATION AND (III) PROVIDING SUCH ADDITIONAL INFORMATION
AND PERFORMING ALL OTHER ACTIONS REASONABLY REQUESTED BY THE ASSUMING MANAGER.
ARTICLE 7.
MISCELLANEOUS
7.1
BINDING EFFECT.
THE BENEFITS AND OBLIGATIONS
OF THIS AGREEMENT SHALL INURE TO AND BE BINDING UPON THE PARTIES HERETO, THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, PROVIDED THAT NEITHER PARTY MAY ASSIGN OR
SUBLEASE THEIR INTEREST IN THIS AGREEMENT WITHOUT PRIOR WRITTEN APPROVAL OF THE
OTHER PARTY.
ANY ASSIGNMENT OR SUBLEASE UNDER THIS AGREEMENT SHALL BE SUBJECT
TO APPROVAL BY THE GAMING COMMISSION.
7.2
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE
OPERATING AGREEMENT REPRESENT THE ENTIRE AGREEMENT BETWEEN THE COMPANY AND
MANAGER WITH RESPECT TO THE MANAGEMENT OF THE FACILITY AND THE GAMING
OPERATIONS, AND SUPERSEDE ALL OTHER PREVIOUS AGREEMENTS, WHETHER WRITTEN OR
ORAL.
7.3
NOTICES.
ANY NOTICE REQUIRED TO BE GIVEN
PURSUANT TO THIS AGREEMENT SHALL BE DELIVERED BY CERTIFIED MAIL ADDRESSED:
to Company at:
Southwest Missouri Gaming, LLC
2740 N. Mayfair
Springfield, Missouri 65803
10
to Low at:
Robert E. Low
2740 N. Mayfair
Springfield, MO 65803
to Southwest at:
SW Missouri, LLC
c/o Southwest Casino & Hotel Corp.
2001 Killebrew Drive, Suite 306
Minneapolis, Minnesota 55425
7.4
NO PARTNERSHIP.
NOTHING IN THIS AGREEMENT IS
INTENDED TO CREATE OR CONSTITUTE THE PARTIES AS PARTNERS TOGETHER, OR ONE TO THE
OTHER, AND IT IS EXPRESSLY AGREED THAT THIS BUSINESS RELATIONSHIP SHALL NOT BE A
PARTNERSHIP.
7.5
GOVERNING LAW.
THIS AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI.
VENUE FOR ANY DISPUTES SHALL BE IN GREENE COUNTY, MISSOURI.
7.6
AMENDMENTS.
THIS AGREEMENT MAY NOT BE
AMENDED, MODIFIED, ALTERED OR SUPPLEMENTED WITHOUT THE PRIOR WRITTEN CONSENT OF
THE PARTIES HERETO.
7.7
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE SHALL BE
INVALID OR UNENFORCEABLE TO ANY EXTENT, THE REMAINDER OF THIS AGREEMENT AND THE
APPLICATION OF SUCH PROVISIONS TO OTHER PERSONS OR CIRCUMSTANCES SHALL NOT BE
AFFECTED THEREBY AND SHALL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY LAW.
7.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
[signature page follows]