Victorian Consolidated Legislation

Casino (Management Agreement) Act 1993 - SCHEDULE 6

FIFTH DEED OF VARIATION TO THE MANAGEMENT AGREEMENT MELBOURNE CASINO PROJECT
DEED dated 1 October 1998 BETWEEN THE HONOURABLE ROGER M. HALLAM MLC, the
Minister of the Crown for the time being administering the Casino Control Act
acting for and on behalf of the State of Victoria ('State') AND CROWN LIMITED
ACN 006 973 262 of 8 Whiteman Street, Southbank, Victoria ('Company') RECITALS
A. The State and the Company entered into an agreement dated 20 September 1993
ratified by and scheduled to the Casino (Management Agreement) Act 1993
('Management Agreement'). B. The Management Agreement was varied by:

   (a)  a deed of variation dated 14 November 1994 ratified by and scheduled
        to the Casino (Management Agreement) (Amendment) Act 1994;

   (b)  a deed of variation dated 12 October 1995 ratified by and scheduled to
        the Casino (Management Agreement) (Further Amendment) Act 1995;

   (c)  a deed of variation dated 3 June 1996 ratified by and scheduled to the
        Gaming Acts (Amendment) Act 1996; and

   (d)  a deed of variation dated 7 November 1996 ratified by and scheduled to
        the Casino (Management Agreement) (Amendment) Act 1996. C. The parties
        have agreed to further vary the Management Agreement as provided in
        this document.





AGREEMENT 1. Definitions Unless the context otherwise requires or the contrary
intention appears, terms defined in the Casino Control Act or the Management
Agreement have the same meaning when used in this document. 2. Ratification
and operation of provisions 2.1. A Minister of the State must introduce and
sponsor a Bill in the Parliament of Victoria to ratify this document as soon
as reasonably practicable after its execution. 2.2. Clauses 3 and 4 of this
document shall come into operation on the date on which the Bill referred to
in clause 2.1 receives Royal Assent. 2.3. Clauses 1, 2, 5, 6 and 7 of this
document shall come into operation on the date of this document. 2.4. If the
condition in clause 2.2 is not satisfied by 31 January 1999 or such later date
agreed by the parties, this document other than clause 5 will terminate.
Following such termination neither party shall have any claim against the
other with respect to any matter or thing antecedent to or arising out of or
done, performed, or omitted to be done or performed under this document. 3.
Variation of Management Agreement The State and the Company agree to vary the
Management Agreement in the following manner:

   (a)  the definition of 'Completion Date' in clause 2 shall be varied by
        deleting from paragraph (e) '1999' and substituting '2003';

   (b)  clause 10.4 is varied by:

   (i)  deleting the words 'as soon as practicable'; and

   (ii) inserting at the end of the clause the words 'within sufficient time
        to enable their Completion by the relevant Completion Date';

   (c)  clause 16.9(b) is varied by:

   (i)  inserting the words 'and section 81J of the Casino Control Act' after
        the words 'clauses 22 and 22A'; and

   (ii) deleting the word 'and' after the words 'Gross Gaming Revenue' and
        substituting a comma; and

   (iii) inserting the words 'and gross betting revenue' after the words
        'Commission Based Players' Gaming Revenue'. 4. Bank Guarantee 4.1. On
        or before 1 January 2000, the Company must provide to the State an
        unconditional guarantee or letter of credit issued by a bank or banks
        acceptable to the State's Nominated Representative and in a form
        approved by the State's Nominated Representative to pay to the State
        on demand up to $25 000 000. 4.2. The guarantee or letter of credit
        required under clause 4.1 is to be provided in substitution for the
        Bank Guarantee currently provided to the State under clause 18.1 of
        the Management Agreement, and will be the Bank Guarantee for the
        purposes of clause 18.2 of the Management Agreement. 4.3. A breach by
        the Company of clause 4.1 shall be taken to be a breach of the
        Management Agreement for the purposes of clause 25.2 of the Management
        Agreement. 5. Force Majeure Event The Company acknowledges that none
        of the negotiation, preparation and execution of this document, its
        ratification under clause 2 or any of the circumstances relating to or
        giving rise to the creation of this document has or will cause or
        create any Government Action or Force Majeure Event. 6. Confirmation
        of other terms 6.1. The parties acknowledge and confirm that except as
        varied by this document the terms and conditions of the Management
        Agreement remain in full force and effect. 6.2. Without limiting
        clause 6.1, the Company acknowledges and confirms that:

   (a)  subject to clause 16.3 of the Management Agreement, the Company shall
        be liable for liquidated damages under clause 17 of the Management
        Agreement if the Lyric Theatre and the Southern Tower of the Hotel are
        not Completed and open for business by the Completion Date; and

   (b)  the Company must comply with the requirements of clause 13.1 of the
        Management Agreement in relation to materials, fittings, equipment and
        workmanship utilised in carrying out the construction of the Melbourne
        Casino Complex.

7. General provisions Clauses 33 and 35 to 40 (inclusive) of the Management
Agreement apply to this document as if expressly included in this document.
EXECUTED as a deed.

SIGNED by THE HONOURABLE ROGER M. HALLAM MLC for and on behalf of the State of
Victoria in the presence of

ü ý ï þ

ROGER M HALLAM

ANNA O'SULLIVAN Signature of witness



THE COMMON SEAL of CROWN LIMITED is affixed in accordance with its articles of
association in the presence of

ü ý ï þ

L. S.

P ROWEC Secretary

L J WILLIAMS Director __________________