THE LESSER OF (A) THIRTY PERCENT
(30%) OF NET REVENUES, OR (B) THIRTY-FIVE PERCENT (35%) OF ADJUSTED NET REVENUES
PLUS (II) 30% OF NON-GAMING NET REVENUES.
ADJUSTED NET REVENUES SHALL MEAN NET
REVENUES PLUS DEPRECIATION AND AMORTIZATION DETERMINED IN ACCORDANCE WITH GAAP,
LESS ALL AMOUNTS PAID TO RETIRE THE PRINCIPAL BALANCE OF ANY LOANS.
AFTER
PAYMENT OF THE MANAGEMENT FEE TO MANAGER, REMAINING NET REVENUE AND NON-GAMING
NET REVENUES SHALL BE PAID TO TRIBE.
MANAGEMENT FEES SHALL BE CALCULATED
MONTHLY AND ADJUSTED ANNUALLY.
THE ANNUAL ADJUSTMENT SHALL BE REVIEWED AND
CONFIRMED BY THE CPA.
Tribe agrees that it shall pay all principal payments required to be made on any
loans provided to the Gaming Operation out of Tribe's share of Net Revenues and
Non-Gaming Net Revenues.
Manager is hereby empowered to make such payments
directly to the holder of any such loan out of Net Revenues and Non-Gaming Net
Revenues from the Gaming Facility before any distribution to the Tribe.
6.2
JUSTIFICATION FOR MANAGER'S COMPENSATION.
THE AGREEMENT BETWEEN
TRIBE AND MANAGER IS BASED ON THE SUBSTANTIAL INVESTMENTS, OBLIGATIONS AND
LIABILITIES TO BE MADE OR INCURRED BY MANAGER OF IN EXCESS OF APPROXIMATELY FIVE
MILLION DOLLARS AND NO/100 DOLLARS
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($5,000,000.00) REQUIRED OF MANAGER IN ORDER TO BUILD THE FACILITY AND TO
PURCHASE, LEASE OR OTHERWISE OBTAIN ALL UTILITIES, START-UP COSTS, GAMING
EQUIPMENT, MACHINERY, DEVICES AND FURNISHINGS NECESSARY TO TRIBE'S GAMING
FACILITY AS PLANNED.
AS FURTHER CONSIDERATION FOR THE EXPENDITURE AND
INVESTMENT REQUIRED OF MANAGER, TRIBE EXTENDS THE TERM OF THIS AGREEMENT FROM
FIVE (5) YEARS TO SEVEN (7) YEARS IN ORDER TO ALLOW MANAGER SUFFICIENT TIME TO
RECOUP THE INITIAL INVESTMENT MADE AND TO GAIN WHAT THE PARTIES BELIEVE TO BE
ADEQUATE EARNINGS ON SAID INVESTMENT.
TRIBE WILL URGE THE APPROVAL OF THESE
TERMS BY THE NATIONAL INDIAN GAMING COMMISSION, OR SUCH OTHER APPROPRIATE
FEDERAL AGENCY AS REQUIRED.
6.3
GUARANTEED PAYMENT TO TRIBE.
MANAGER AGREES THAT THE TRIBE SHALL
RECEIVE A MINIMUM MONTHLY DISTRIBUTION OF NET REVENUE PURSUANT TO SECTION 5.2
HEREOF IN THE AMOUNT OF FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) ("MONTHLY
GUARANTEED PAYMENT"), THE FIRST PAYMENT DUE ON OR BEFORE THE TWENTIETH (20TH)
DAY OF THE SECOND FULL MONTH OF OPERATION OF THE FACILITY AND DUE ON OR BEFORE
THE SAME DATE OF EACH MONTH THEREAFTER THROUGHOUT THE TERM OF THIS AGREEMENT,
WITHOUT REGARD TO THE PROFITABILITY OF SAID GAMING FACILITY.
IN ADDITION,
MANAGER AGREES TO MAKE AN ADDITIONAL MONTHLY PAYMENT TO TRIBE OF TEN THOUSAND
AND NO/100 DOLLARS ($10,000.00) PER MONTH ("ADDITIONAL PAYMENT") AFTER PAYMENT
OF ALL OPERATING EXPENSES AND JOAN AMORTIZATION, BUT BEFORE ANY PAYMENT TO
MANAGER OF NET REVENUES.
(THE FIRST YEAR OF OPERATION SHALL BE PRORATED).
AT
SUCH TIME AS TRIBE SHALL HAVE RECEIVED ONE HUNDRED TWENTY THOUSAND AND NO/100
DOLLARS ($120,000.00) IN TOTAL DISTRIBUTIONS OF THE AGGREGATE OF ADDITIONAL
PAYMENTS AND NET REVENUES IN ANY CALENDAR YEAR, NO FURTHER ADDITIONAL PAYMENTS
SHALL BE PAID TO TRIBE DURING THAT CALENDAR YEAR; HOWEVER, THE MONTHLY
GUARANTEED PAYMENT SHALL CONTINUE.
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ARTICLE VII
REIMBURSEMENT