Victorian Consolidated Legislation

Casino (Management Agreement) Act 1993 - SCHEDULE 9

EIGHTH DEED OF VARIATION TO THE MANAGEMENT AGREEMENT MELBOURNE CASINO PROJECT
DEED dated 8th July 2005 BETWEEN THE HONOURABLE JOHN PANDAZOPOULOS MP, the
Minister of the Crown for the time being administering the
Casino Control Act 1991 acting for and on behalf of the State of Victoria
('State') AND CROWN LIMITED ACN 006 973 262 with its registered office at 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 has been varied by:

   (a)  a deed of variation dated 14 November 1994 ratified by and scheduled
        to the Casino (Management Agreement) (Amendment) Act 1994 and inserted
        as Schedule 2 to the Casino (Management Agreement) Act 1993;

   (b)  a deed of variation dated 12 October 1995 ratified by and scheduled to
        the Casino (Management Agreement) (Further Amendment) Act 1995 and
        inserted as Schedule 3 to the Casino (Management Agreement) Act 1993;

   (c)  a deed of variation dated 3 June 1996 ratified by the Gaming Acts
        (Amendment) Act 1996 and inserted as Schedule 4 to the
        Casino (Management Agreement) Act 1993;

   (d)  a deed of variation dated 7 November 1996 ratified by the Casino
        (Management Agreement) (Amendment) Act 1996 and inserted as Schedule 5
        to the Casino (Management Agreement) Act 1993;



   (e)  a deed of variation dated 1 October 1998 ratified by the Gaming Acts
        (Further Amendment) Act 1998 and inserted as Schedule 6 to the
        Casino (Management Agreement) Act 1993;

   (f)  a deed of variation dated 3 April 2000 ratified by the National
        Taxation Reform (Further Consequential Provisions) Act 2000 and
        inserted as Schedule 7 to the Casino (Management Agreement) Act 1993;

   (g)  a deed of variation dated 7 May 2002 ratified by the Casino
        (Management Agreement) (Amendment) Act 2002 and inserted as Schedule 8
        to the Casino (Management Agreement) Act 1993. C. The parties have
        agreed to further vary the Management Agreement as provided in this
        Deed of Variation. AGREEMENT 1. Definitions
Unless the context otherwise requires or the contrary intention appears, terms
defined in the Casino Control Act 1991 or the Management Agreement have the
same meaning when used in this Deed. 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 Deed as soon as reasonably
practicable after its execution. 2.2. This Deed shall come into operation once
the Bill referred to in clause 2.1 has come into operation as an Act. 3.
Variation of Management Agreement
The State and the Company agree to vary the Management Agreement so that:-

   (a)  clause 41.2(e) shall be deleted;

   (b)  clause 2 shall be varied by:

   (i)  inserting the following definitions: "Deed of Undertaking and
        Guarantee" means the Deed of Undertaking and Guarantee as defined in
        the Casino Agreement; "Supplemental Casino Agreement" means the
        Supplemental Casino Agreement as defined in the Casino Agreement; and

   (ii) amending the definition of "Transaction Document" by substituting the
        words ", the Supplemental Operations Agreement, the Deed of
        Undertaking and Guarantee and the Supplemental Casino Agreement" for
        the words "and the Supplemental Operations Agreement"; and

   (c)  clause 5.1(a)(i) shall be varied by substituting the words ", the Bank
        Guarantees, the Deed of Undertaking and Guarantee and the Supplemental
        Casino Agreement" for the words "and the Bank Guarantees". 4. Force
        Majeure Event
None of the negotiation, preparation and execution of this Deed, its
ratification under clause 2 or any of the circumstances relating to or giving
rise to the creation of this Deed has or will cause or create any Government
Action, Force Majeure Event or breach of obligation under any Transaction
Document and the Company and the State so acknowledge. 5. Confirmation of
other terms
The parties acknowledge and confirm that except as varied by this Deed the
terms and conditions of the Management Agreement remain in full force and
effect. 6. Entire Agreement
This Deed is the entire agreement between the parties concerning the subject
matter and replaces all previous representations, communications and
agreements on the subject matter. 7. General provisions
Clauses 33 and 35 to 40 (inclusive) of the Management Agreement apply to this
Deed as if expressly included in this Deed. EXECUTED as a Deed. SIGNED SEALED
AND DELIVERED by THE HONOURABLE JOHN PANDAZOPOULOS MP Minister for Gaming for
and on behalf of the State of Victoria in the presence of: üïïýïïþ (Signature)
JOHN PANDAZOPOULOS JAMES CLAVEN (signature) Name of witness





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

L.S. (Signature)
.............................................................. Name ROBERT
TURNER Secretary (Signature)
.............................................................. Name ROWEN
CRAIGIE Director ---------------