Exhibit 10.1

RENEWAL OF LOTTERY GAMING FACILITY MANAGEMENT CONTRACT

(Pursuant to the Kansas Expanded Lottery Act)

This RENEWAL OF LOTTERY GAMING FACILITY MANAGEMENT CONTRACT (“Agreement”) is for the management of a Lottery Gaming Facility, the business of which will be owned and operated by the Kansas Lottery, located in the Southwest Kansas Gaming Zone (“Southwest Zone”).

This Agreement is between the Kansas Lottery, which is acting on behalf of the State of Kansas in accordance with the Kansas Expanded Lottery Act, K.S.A. 74-8733 through 74-8773 and amendments thereto, and Butler National Service Corporation (“BNSC”) and BHCMC, LLC (“BHCMC”). BNSC and BHCMC shall be individually and collectively referred to as “Manager”, and Kansas Lottery, BNSC and BHCMC shall be collectively referred to as the “Parties”.

NOW THEREFORE, in consideration for the mutual promises and covenants between the parties, it is agreed that:

Certain Defined Terms. The capitalized terms listed below will have the following meanings. Any other capitalized terms not specifically defined in this Agreement will have the meanings attributed to them in the Kansas Lottery Act, the Kansas Expanded Lottery Act, or the rules and regulations implementing those Acts, as the case may be, and as amended from time to time.

Date Agreement Becomes Binding. This Agreement will becomes binding and enforceable on the date it is executed by all of the Parties hereto, and effective on the Effective Date.

Term of Agreement. This Agreement will terminate fifteen (15) years after the Commencement Date or by operation of law, unless this Agreement is terminated earlier, renegotiated, or renewed, in accordance with the terms of the Kansas Expanded Lottery Act and amendments thereto.

Renewal Commencement Date. The Commencement Date is December 15, 2024. This deadline will be extended by the number of days determined by the Executive Director that Manager is unable to perform its responsibilities under this Agreement due to:

Paragraph intentionally deleted.

Manager’s Representations and Warranties. Manager represents and warrants to the Kansas Lottery as follows:

The Kansas Lottery’s Representations and Warranties. The Kansas Lottery represents and warrants to Manager as follows:

Kansas Expanded Lottery Act Litigation. Manager acknowledges it enters into this Agreement with the understanding that the Kansas Expanded Lottery Act’s constitutionality under the Kansas Constitution, and/or the implementation of that Act by the Kansas Lottery or the Commission, may come under review by courts of competent jurisdiction from time to time during this Agreement’s term. The Kansas Lottery makes no warranty or representation, either express or implied, regarding the Kansas Expanded Lottery Act’s constitutionality or validity, or the implementation pursuant thereto. Manager agrees it will proceed with its responsibilities under this Agreement at its own risk as to the Kansas Expanded Lottery Act’s validity, or the validity of the implementation of that Act by any state agency; except that nothing in this sentence will be interpreted to restrict or to be prejudicial to any right Manager may have through litigation or other legal means to seek repayment of Manager’s privilege fee if the Kansas Expanded Lottery Act is declared unconstitutional. At the time of the execution of this Agreement, anything contained in this Agreement notwithstanding, the parties mutually represent and warrant, to the knowledge of either party, that there is no action, suit, proceeding, at law or in equity, before or by any court, public board or body, naming the Kansas Lottery as a party, arising out of or in connection with the Kansas Expanded Lottery Act.

Paragraph intentionally deleted.

Conditions Precedent to Continued Operation of Lottery Gaming Facility. In order to allow continued operation of the Lottery Gaming Facility, Manager must:

Paragraph intentionally deleted.

Ancillary Lottery Gaming Facility Operations. At the same time that Manager and the Executive Director develop a proposed Business Plan for the Lottery Gaming Facility, Manager separately will provide the Executive Director with Manager’s anticipated changes to any Lottery Gaming Facilities Operations. Manager agrees not to conduct any Ancillary Lottery Gaming Facility Operations that the Executive Director determines in his sole discretion would: (a) result in an appearance that reflects adversely on the Kansas Lottery or the Kansas Lottery Commission as the owner and operator of the Lottery Facility Games; or (b) violate any regulatory standards or local zoning laws.

Lottery Gaming Enterprise Maintenance/Investment. In each Fiscal Year during the term of this Agreement the Manager shall spend not less than one-million dollars ($1,000,000.00) for capital improvements/investments related to the Lottery Gaming Enterprise to include facilities, IT needs, operation upgrades, Lottery Facility Games and upgrades, new systems and/or acquisition of new technologies, or other similar expenses approved by the Executive Director. If in any one year, Manager spends more than $1,000,000.00 as provided above, the amounts in excess of such sums spent by Manager shall be credited toward the required $1,000,000.00 expenditure for any subsequent years, to assure compliance with this paragraph. The maximum required expenditure is a total of $15,000,000 over the 15-year Agreement term.

Construction Related to Ancillary Lottery Gaming Facilities Operations. Manager has constructed at no expense to the Kansas Lottery the buildings and related improvements for its Ancillary Lottery Gaming Facility Operations substantially in accordance with Manager’s Application for Lottery Gaming Facility Manager and agreed revisions thereto.

Manager’s Construction-Related Responsibilities. Manager will be responsible for the management and construction of all aspects of construction-related activities concerning improvements to the Lottery Gaming Facility and the buildings and related improvements for its Ancillary Lottery Gaming Facility Operations. The responsibilities include, but are not necessarily limited to, the following:

Exclusive Use of Lottery Gaming Facility. The Lottery Gaming Facility will be used exclusively for the playing of Lottery Facility Games owned and operated by the Kansas Lottery, and the ancillary management activities approved by the Executive Director, which may include beverage service, food service, and ATM facilities. Manager may not permit any other business activities within the Lottery Gaming Facility unless approved in writing by the Executive Director.

Approval of Manager’s Floor Plan. Prior to changing the floor Plan of the Lottery Gaming Facility, Manager must submit its proposed revised floor plan to the Executive Director for approval. This floor plan must show the location of all Lottery Facility Games, count rooms, cages and other equipment and facilities to be contained within the Lottery Gaming Facility. No material change affecting surveillance or security, or any other material aspect of operations may be made to the approved floor plan without the Executive Director’s prior written approval. Manager must perform its duties in accordance with the floor plan approved by the Executive Director, except to the extent necessary for Manager to implement pre-approved changes to the plan. The Executive Director, after consultation with Manager, will determine the location within the floor plan for each game, or type of game, to be offered to the public at the Lottery Gaming Facility.

Approval of Manager’s Surveillance Plan. Prior to changing the surveillance plan of the Lottery Gaming Facility, Manager must submit its proposed revised surveillance plan to the Executive Director for approval. This surveillance plan at a minimum must contain all items required by applicable rule and regulation. No material change to the approved surveillance plan may be made without the Executive Director’s prior written approval. Manager must perform its duties in accordance with the surveillance plan approved by the Executive Director, except to the extent necessary for Manager to implement pre-approved changes to the plan.

Approval of Manager’s Security Plan. Prior to changing the security plan for the Lottery Gaming Facility, Manager must submit its proposed revised plan, policies and procedures relating to security to the Executive Director for approval. This security plan at a minimum must contain all items required by applicable rule and regulation. No material change to the approved security plan may be made without the Executive Director’s prior written approval. Manager must perform its duties in accordance with the security plan approved by the Executive Director, except to the extent necessary for Manager to implement pre-approved changes to the plan.

Paragraph intentionally deleted.

Lottery Facility Game Ownership. Manager must purchase or lease, on behalf of the State of Kansas, for the Kansas Lottery all Lottery Facility Games, including all necessary equipment such as approved tables, felt, dice, cards, chips, layouts, or intellectual property rights as determined by the Executive Director. Manager has no authority under this Agreement to own, purchase or lease any Lottery Facility Games, except on behalf of the State of Kansas and through the Kansas Lottery. Notwithstanding the foregoing or anything to the contrary in this Agreement, the Manager shall be entitled to all depreciation or amortization deductions related to the Lottery Facility Games, as may be allowed by law. The Executive Director, in consultation with Manager, will select the Lottery Facility Games to be offered for play at the Lottery Gaming Facility and determine the Prizes to be awarded for the play of such games. The Executive Director will determine and approve all rules of play and gaming policies that are applicable to the play of all Lottery Facility Games offered at the Lottery Gaming Facility. Subject to the prior approval of the Executive Director, Manager may purchase, lease, sell, transfer and trade-in the Lottery Facility Games at the Lottery Gaming Facility on behalf of the State of Kansas. Notwithstanding the foregoing, Manager may grant a security interest in all Lottery Facility Games arising in connection with the financing and/or lease of same. So long as Manager complies with its duties to the Kansas Lottery under this Agreement and the Kansas Expanded Lottery Act, the Kansas Lottery agrees that the Manager may manage the Lottery Gaming Facility and its investment in the Lottery Gaming Facility in a manner that maximizes its profitability.

Control Software Licensing and Ownership. The Kansas Lottery will be the licensee, owner and possessor of the right to use all control software and logic chips required to operate the games available on the Lottery Facility Games at the Lottery Gaming Facility. This includes: (a) any software, hardware, computer chip, EPROMS (erasable, programmable, read-only memory), flash drives, CD-ROM or other computerized device required to operate the games available for play on the Lottery Facility Games, (b) any software, hardware, computer chip, EPROMS (erasable, programmable, read-only memory), flash drives, CD-ROM or other computerized device containing information regarding or affecting a Lottery Facility Game’s chance of winning, awarding of prizes, or setting the consideration paid by a Player, such as the random number generator or payout tables; (c) CPUs and other electronic components involved in the operation and calculation or display of game play (e.g., game controller electronics and components housing the game or system firmware program storage media or EPROMS); or (d) communication controller electronics, and components housing the communication control program that is used for communicating financial data, program information and security events to the central computer authorized by the Executive Director for purposes of security, real-time monitoring and auditing, as well as ticket validation and any other system used that affects the integrity of the Lottery Facility Games made available to Players at the Lottery Gaming Facility. Manager will transfer to the Kansas Lottery any rights obtained by Manager to use all control software and logic chips required to operate the games available on the Lottery Facility Games available to Players at the Lottery Gaming Facility. The Executive Director must approve all agreements concerning software licensing and ownership affecting the Lottery Facility Games made available to Players at the Lottery Gaming Facility.

Daily Electronic Payment of Lottery Gaming Facility Revenues. Manager must pay all Lottery Gaming Facility Revenues daily to the Executive Director as provided by applicable regulation. Manager will make this payment electronically in accordance with the Executive Director’s written instructions, which will conform to necessary banking practices. These instructions may be changed from time to time in the Executive Director’s sole discretion with reasonable notice to Manager. The Executive Director, in consultation with Manager, will develop a process so that Manager may audit and reconcile Lottery Gaming Facility Revenues after the daily payments are made. Notwithstanding any other provision in this Agreement, Manager’s failure to make a daily electronic payment of Lottery Gaming Facility Revenues as required by this Agreement will be deemed an event of default unless the payment cannot be achieved due to the unavailability of bank services, force majeure events, or malfunctions in the central communications system not within Manager’s control in which case the payment must be made on the first succeeding day that such services are available or such events or malfunctions cease. Manager’s failure to comply with this paragraph will authorize the Executive Director in his sole discretion to immediately terminate this Agreement if Manager does not cure its failure within 24 hours of receiving written notice of Manager’s failure to comply, provided that Manager’s failure to make the required daily payment is not intentional.

Payment Obligation is Unconditional. Manager’s obligation to make the daily payments of all Lottery Gaming Facility Revenues required above is a general obligation of Manager and is absolute and unconditional irrespective of any defense or any rights of setoff, recoupment, or counterclaim Manager may otherwise have against the Commission, the Kansas Lottery, or any agency of the State of Kansas. Manager agrees it will not suspend, discontinue or abate any daily payment required above for any cause whatsoever including, without limiting the generality of the foregoing, failure of consideration, destruction of or damage to the Lottery Gaming Facility, commercial frustration of purpose, any change in the tax or other laws, any administrative rulings of or administrative actions by the State of Kansas or any political subdivision thereof, or any failure by any agency or entity acting on behalf of the State of Kansas to perform and observe any agreement, whether expressed or implied, or any duty, liability or obligation arising out of or in connection with this Agreement, or otherwise. Subject to the foregoing provisions, nothing contained in this paragraph shall be construed to release the Kansas Lottery from the performance of any of the agreements on its part contained in this Agreement or to affect Manager’s right to seek reimbursement or damages from the Kansas Lottery as provided in this Agreement. Manager must not grant, authorize or permit any interest to be given to anyone in the Lottery Gaming Facility Revenues generated at the Lottery Gaming Facility that are to be remitted daily to the State.

Setoff Right Against Manager. Any amounts owed to Manager under this Agreement are subject to set off by the state, municipalities, or certain others in accordance with K.S.A. 75-6201, et seq., and amendments thereto.

Total Compensation Paid to Lottery Gaming Facility Manager. As its sole compensation for the management services for the Lottery Gaming Facility as set out in this Agreement, Manager will be paid 71% of all the Lottery Gaming Facility Revenues generated at the Lottery Gaming Facility.

The Executive Director will direct this payment to Manager on a monthly basis on the fifth (5^th) day of each month, if possible, but no later than the tenth (10^th) day of the month (or on a more frequent basis as may be agreed to between the Executive Director and the Manager), in arrears, based on the previous month’s Lottery Gaming Facility Revenues after first deducting lottery system computer expenses. Manager may pledge, encumber or grant any interest in the compensation to be paid Manager, subject to the deductions and setoffs provided for in this Agreement. Manager may pledge, encumber or grant to its lender an interest in management services compensation under this Paragraph 26 and any other sums payable to the Manager hereunder. Upon request of Manager, the Executive Director will acknowledge and approve such pledge, encumbrance or grant, agree to make all such payments directly to its lender (or as otherwise directed by its lender) and agree and confirm to its lender such matters as are customary for financing of facilities of this type.”

Payments to Problem Gaming and Addictions Grant Fund and Local Governments. Pursuant to K.S.A. 2007 Supp. 74-8734(h)(13) and K.S.A. 2007 Supp. 74-8766(c), Manager acknowledges and agrees the Executive Director will cause two percent (2%) of Lottery Gaming Facility Revenues to be paid to the problem gaming and addictions grant fund established by K.S.A. 2006 Supp. 79-4805, and amendments thereto. Manager further acknowledges and agrees the Executive Director will cause 1.5% of Lottery Gaming Facility Revenues to be paid to Ford County, Kansas, and 1.5% of Lottery Gaming Facility Revenues to be paid to Dodge City, Kansas, as provided in the Kansas Expanded Lottery Act at K.S.A. 2007 Supp. 74-9734(h)(15)(A). It is hereby acknowledged and agreed that such payments shall not be paid from the compensation payable to Manager pursuant to paragraph 26.

Manager’s Payments for Kansas Lottery’s Expenses and Kansas Racing and Gaming Commission’s Costs for Oversight and Regulation. Manager must pay the expenses of the Kansas Lottery and the Kansas Racing and Gaming Commission, as follows:

Manager’s Maintenance Responsibilities. Manager must:

Prohibitions Applicable to the State. The Kansas Lottery, acting on behalf of the State of Kansas, agrees by entering into this Agreement that, until July 1, 2032:

The parties agree and acknowledge that the foregoing prohibitions, by Kansas statute, currently expire July 1, 2032 and from that date forward will be of no further force and effect even though the term of this Agreement extends beyond that date. The parties agree to amend the Contract in conformance to any amendment extending the term of these prohibitions under K.S.A. 74-8734(h)(19), or otherwise, which becomes the law of the State of Kansas, during the term of this Agreement.

State Payment for Breach. Manager will be entitled, as its sole monetary remedy, to payment in an amount equal to the actual privilege fee paid by Manager, plus interest on such amount, compounded annually at the rate of ten percent (10%), if the State of Kansas violates any provision in Paragraph 30 above prior to July 1, 2032. The parties acknowledge and agree that nothing in this paragraph will be interpreted to prevent or limit any rights Manager may have to seek specific performance or other equitable relief against the Kansas Lottery or the State of Kansas to enforce the prohibitions contained in Paragraph 30. Nothing in this paragraph will be deemed a waiver of the immunities and protections reserved to the State of Kansas under the Eleventh Amendment to the Constitution of the United States.

Executive Director’s On-Site Personnel. The Executive Director will appoint one or more persons to oversee on-site the Lottery Facility Games at the Lottery Gaming Facility and Manager’s performance under this Agreement. Such person(s) will report to the Executive Director, and have such authority as the Executive Director in writing may determine. Such person(s) will oversee operations, observe gaming activities, enforce gaming rules and policies, resolve disputes between Manager and Players, and perform such other tasks as directed by the Executive Director. All determinations made by such persons will be subject to review by the Executive Director, provided that Manager may act and rely upon written and verbal determinations made by the Executive Director’s on-site personnel until Manager receives written notice from the Executive Director amending or reversing any such determination.

Deactivation and Possession of Lottery Facility Games. Upon order of the Executive Director, any or all Lottery Facility Games located at the Lottery Gaming Facility will be subject to immediate deactivation and/or cessation of operation. At any time, the Executive Director will be entitled to physically secure or take possession of any or all Lottery Facility Games and any related equipment necessary to play such games.

Insurance Required. Manager must maintain or cause to be maintained insurance against such risks and for such amounts as are customarily insured against by businesses of like size and type paying, as the same become due and payable, all premiums in respect thereto, including, but not necessarily limited to:

Additional Provisions Regarding Insurance. In addition to the above, Manager must ensure that:

Kansas Lottery’s Right to Pay Insurance, Taxes, or Other Charges. If Manager fails (a) to pay any tax, assessment or other governmental charge required to be paid and not being formally contested by Manager in an appropriate forum with jurisdiction to hear such contests, or (b) to maintain any insurance required to be maintained, the Executive Director, in his discretion, and following written notice to Manager, may authorize the Kansas Lottery to make payment of such tax, assessment, or other governmental charge or the premium for such insurance. Manager will reimburse the Kansas Lottery for any amount so paid together with interest thereon from the date of payment at twelve percent (12%) per annum. The Kansas Lottery may set off such payments from any money otherwise due Manager.

Lottery Gaming Facility Damage, Destruction or Condemnation. If the Lottery Gaming Facility is damaged, destroyed or condemned (in whole or in part) at any time during the term of this Agreement, Manager must promptly replace, repair, rebuild, or restore the Lottery Gaming Facility to substantially the same condition and value as an operating entity as existed prior to such damage or destruction, with such changes, alterations and modifications as may be desired by Manager and approved by the Executive Director, and may use insurance or condemnation proceeds for all such purposes. Manager will have no obligation to rebuild the Lottery Gaming Facility if such damage, destruction or condemnation occurs within five (5) years of the end of this Agreement’s term. The Kansas Lottery will have no obligation to replace, repair, rebuild or restore the Lottery Gaming Facility.

Advertising, Marketing, and Promotion. Manager must use its commercially reasonable efforts to advertise, market, and promote the Lottery Gaming Facility in order to attract the public to the facility and maximize to the greatest extent possible Lottery Gaming Facility Revenues. Manager must comply with all applicable regulatory requirements imposed for such materials and activities. All advertising, marketing and promotion materials employed by Manager must be approved by the Executive Director prior to their first use. Manager agrees that such materials may be disapproved if the Executive Director determines in his sole discretion that such materials would reasonably be expected to offend a substantial number of people, or violate any regulatory standards applicable to such materials. In addition, Manager must make available to the public the odds of winning any prize or prizes for games played on all Lottery Facility Games offered at the Lottery Gaming Facility to the extent possible given the nature of such games and subject to the Executive Director’s approval. Advertising, marketing and promotion materials may include information regarding problem gambling as directed by the Executive Director.

Players’ Club. The Executive Director may institute a Player’s club or similar incentive or promotional program applicable to some or all Racetrack Gaming Facilities or Lottery Gaming Facilities owned and operated by the Kansas Lottery. If the Executive Director institutes a Player’s club, the Executive Director agrees that: (a) Manager will have no direct or indirect responsibility to fund such a program; (b) Manager will not be required to provide the Executive Director with any customer data under Manager’s control for purposes of a Player’s club instituted by the Executive Director; and (c) the Executive Director will not institute an incentive or awards programs in such Player’s club that is applicable to another Racetrack Gaming Facility or Lottery Gaming Facility without also making it available to Manager for use at the Lottery Gaming Facility. As to subparagraph (b), Manager acknowledges that nothing in subparagraph (b) will be read to restrict the Executive Director’s access to any customer data for regulatory, security, or auditing purposes; and the Executive Director agrees customer data provided by Manager will not be used for any Player’s club or similar incentive or promotion program instituted by the Executive Director. Nothing in this paragraph will be read to prevent Manager from instituting its own Player’s club or similar incentive or promotional program at the Lottery Gaming Facility provided that such club or program is authorized by the Executive Director. The Executive Director agrees Manager has the right to establish a Player’s club that awards to Players credits based on their play at the Lottery Gaming Facility, provided that such awards programs are approved by the Executive Director.

Players’ Tracking System. The Executive Director may institute a Players’ tracking system applicable to some or all Racetrack Gaming Facilities or Lottery Gaming Facilities owned and operated by the Kansas Lottery. Manager will administer such program at the Lottery Gaming Facility as the Executive Director may provide. Nothing in this paragraph will be read to prevent Manager from instituting its own Player’s tracking system at the Lottery Gaming Facility provided that such system is authorized by the Executive Director. Notwithstanding, Manager shall have no financial responsibility for any of the costs and expenses associated with the implementation and operation of a Player’s tracking system by the Executive Director.

Use of Trademarks, Service Marks, and Trade Names. Manager is authorized to employ any of the Kansas Lottery’s trademarks, trade names, and service marks in any advertising, marketing or promotion for the Lottery Gaming Facility or the Lottery Facility Games placed therein, subject to the Executive Director’s right to approve such advertising, marketing or promotion. Manager acknowledges it has no other right regarding the Kansas Lottery’s trademarks, service marks, and trade names. Manager will not be required to pay any royalty or other fee for this usage. In addition, the Executive Director may require Manager to place Kansas Lottery’s trademarks, trade names, or service marks at locations within the Lottery Gaming Facility as designated by the Executive Director in order to identify the games and gaming equipment as being owned and operated by the Kansas Lottery on behalf of the State of Kansas.

The Kansas Lottery is authorized to employ any of Manager’s trademarks, trade names, and service marks in any advertising, marketing or promotion for the Lottery Gaming Facility or the Lottery Facility Games placed therein, subject to the Manager’s right to approve such advertising, marketing or promotion. The Kansas Lottery acknowledges it has no other right regarding the Manager’s trademarks, service marks, and trade names. The Kansas Lottery will not be required to pay any royalty or other fee for this usage.

To the extent the Kansas Lottery obtains or has access to any Proprietary Information or Trade Secrets as defined in K.S.A. 60-3320(4)(i)(ii) (“Information”) of Manager or its affiliates, the Kansas Lottery agrees: (a) to maintain the confidentiality of such Information; (b) not to use such Information for any purpose other than as permitted under this Agreement; and (c) upon the termination of this Agreement, upon written request from Manager, to return same to Manager (including all copies thereof), including, but not limited to, documents, notes, memoranda, lists, computer programs and any summaries of such information in the Kansas Lottery’s possession or control, but excluding any Information which the Kansas Lottery may retain pursuant to the express terms of this Agreement and that immediately upon termination of this Agreement the Kansas Lottery shall cease using all Information.

Subject to the requirements of the Kansas Expanded Lottery Act and with Executive Director approval, Manager may purchase, lease, license, or otherwise obtain and have installed and maintained, either through Manager and its affiliates or Manager’s designated suppliers, any computer and other systems that Manager determines to be necessary for management of the Lottery Gaming Facility in accordance with the approved Budget and Business Plans, provided that such systems may not adversely affect the Kansas Lottery’s central computer system or affect a Lottery Facility Game’s elements of chance, consideration or prize.

Personnel. Manager will provide, supervise, direct the work of, discharge, and determine the compensation and other benefits of all personnel necessary to provide for the play of Lottery Facility Games at the Lottery Gaming Facility, except as otherwise noted in this Agreement, based upon a staffing plan approved by the Executive Director. Such personnel will not be considered employees of the Kansas Lottery or any other agency or department of the State of Kansas. Manager may determine the compensation to be paid to all of its personnel working at the Lottery Gaming Facility. Manager must ensure its personnel meet all applicable regulatory requirements imposed by the Commission or the Kansas Racing and Gaming Commission. Manager will not discriminate against any employee or applicant for employment because of race, creed, color, sex, age, or national origin nor violate any applicable law, regulation or local ordinance governing employer obligations.

Personnel Training. Manager will provide and direct employee recruitment, instructional programs, incentives, and on-the-job training necessary to ensure a first class facility for the playing of Lottery Facility Games by the public. Such trainings and other programs for personnel are subject to the Executive Director’s approval, but may be conducted on or off site, on the job, or by instructors at or from educational training facilities.

Key Employees. Manager agrees the personnel, or positions, as well as any independent contractors designated in Exhibit D, which shall be updated to the Commencement Date of this Agreement and attached, are considered Key Employees, whose employment and retention are subject to the Executive Director’s approval within his sole discretion; provided, however, that nothing in this paragraph will restrict the right of either the Kansas Lottery or the Kansas Racing and Gaming Commission to take action regarding the license held by any of Manager’s employees in accordance with applicable statutes or rules and regulations promulgated pursuant to law. The Executive Director may amend Key Employees list at any time for any reason. Any notice of disapproval of a Key Employee or the amendment of the Key Employee list shall be in writing. Any Key Employee disapproved or deleted from the Key Employee list shall have a right to file a written request for reconsideration to the Executive Director, within thirty (30) days.

Books and Records; Financial Statements. Manager must maintain an accurate accounting system in connection with its management of the Lottery Gaming Facility. The books and records will be kept in accordance with generally accepted accounting principles maintained in accordance with current industry standards for similar gaming businesses. The books and records shall be maintained at all times either at the Lottery Gaming Facility and at such other locations as may be specified by regulation. The Executive Director, or his designees, shall have the right and privilege of examining these books and records at any time. In addition, the Executive Director may at any time obtain and pay for an audit performed by an independent certified public accountant. If this audit reveals a discrepancy greater than $10,000 in Lottery Gaming Facility Revenues or a discrepancy greater than $100,000 on any other line item previously reported to the Executive Director from the books and records provided by Manager, the audit’s cost will be reimbursed by Manager as a set off from the compensation to be paid Manager pursuant to Paragraph 25 above. On or before the 20^th day following the close of each month, Manager must furnish the Executive Director with a reasonably detailed operating statement for the Lottery Gaming Facility for that period, including year-to-date results.

Records Retention and Access. Manager must maintain all books and records regarding the Lottery Gaming Facility for a minimum period of five (5) years, or such other longer period as may be imposed by regulation. Manager must permit access to such books and records as is legally required by law, regulation, or this Agreement, including giving access to the Post Auditor for the Kansas Legislature, the Executive Director or his designee, authorized representatives for the Kansas Racing and Gaming Commission, or any authorized representative of the United States government.

Budget and Business Plans for Each Fiscal Year. No later than forty-five (45) days prior to the commencement of each Fiscal Year, Manager must submit to the Executive Director a budget (the “Budget”) and a proposed Business Plan for the Lottery Gaming Facility for such Fiscal Year, containing reasonably detailed revenue and expense projections and providing projections for all expenditures that Manager anticipates to be made, as well as all capital expenditures and expenditures for replacements. The Budget will accompany and be compatible with Manager’s proposed Business Plan for the upcoming Fiscal Year. The Budget is intended as, and will represent only, an estimate of the projected revenues and expenditures for the Fiscal Year based upon assumptions believed by Manager to be reasonable at the time of preparation. The Budget and proposed Business Plan for each upcoming Fiscal Year will be subject to the Executive Director’s approval. Thereafter, Manager will use reasonable efforts to achieve the budgetary goals reflected in the Budget, but the parties both recognize the Budget cannot be relied upon as an assurance of actual results for such Fiscal Year. Manager must promptly notify the Executive Director of any need to depart in any material way from the Budget if, in Manager’s judgment, adherence to the Budget is impractical or if such departure is necessary or desirable for the Lottery Gaming Facility’s efficient or profitable operation. Any such deviations from the Budget are subject to the Executive Director’s approval. Until such time as a Budget or Business Plan is approved for any fiscal year, Manager may operate in substantial accordance with the previous fiscal year’s Budget or Business Plan as approved by the Executive Director. Notwithstanding the foregoing, if the Executive Director objects to any portion of a proposed Budget, Executive Director shall advise Manager of such objection (and deliver to Manager a reasonably detailed description of such objections, the “Disapproved Items”) and Manager and the Executive Director shall in good faith discuss and resolve the objection. If the Executive Director objects, the Manager shall promptly revise the Budget to address the Disapproved Items and shall resubmit the same to Executive Director until Executive Director approves such Disapproved Items. In addition, if any Disapproved Item is required to be paid pursuant to applicable federal, state or local law, rule, regulation, order or statute or by any governmental authority with jurisdiction with respect thereto, the cost and expense of which were approved pursuant to previous Budgets, then Manager shall be permitted to pay the same. Until such time Executive Director approves such Disapproved items, the most recently approved Budget shall apply other than with respect to the Disapproved Items with respect to which the previously approved Budget shall apply.

Bank Accounts. Manager will establish a special bank account in its name at a Kansas bank approved by the Executive Director with Manager being the only party authorized to draw from this account except upon a default under this Agreement by Manager or any termination of this Agreement at which time the Executive Director will have that authority. This bank account will be used by Manager for all payments. The Executive Director will cause Manager’s portion of the Lottery Gaming Facility Revenues to be deposited into this account monthly, unless another time period is authorized by law and agreed to by the Executive Director. With the Executive Director’s approval, Manager may establish at the same bank multiple accounts to segregate a portion of the amount due to the Manager under paragraph 26 herein, for the payment of certain expenses, such as payroll, debt service, equipment lease payments, taxes, marketing and promotional items and other expenses.

Events of Default. Each of the following will constitute an event of default by Manager:

Remedies on Default. If an event of default occurs as provided above, Executive Director may, without prejudice to any other legal or equitable remedy which he may have, give Manager notice of the Kansas Lottery’s intention to terminate this Agreement after the expiration forty-five (45) days from the date of such notice and upon the expiration of such period, unless another cure period is expressly provided for, this Agreement will be deemed terminated; provided, however, that nothing in this paragraph, or in this Agreement, will be construed to restrict the Executive Director’s authority to: (a) immediately cease operation of any or all Lottery Facility Games at the Lottery Gaming Facility for any reason; or (b) physically secure or take possession of any or all Lottery Facility Games and any related equipment necessary to play such games. Manager acknowledges and agrees that once this Agreement is terminated, the Kansas Lottery thereafter will be free to enter into a management contract with a new manager for another Lottery Gaming Facility in the Southwest zone without penalty to the Kansas Lottery or further recourse by Manager. During the forty-five (45) day period between Manager’s receipt of notice of termination from the Executive Director and such termination becoming effective, the Executive Director shall cooperate in good faith with Manager in any effort undertaken by Manager to locate a third party to acquire the Lottery Gaming Enterprise and assume the obligations of Manager hereunder; provided, however, the Manager expressly acknowledges and agrees that any third party must comply with all statutory and licensure requirements and be able to perform all such obligations under this Agreement. Manager further acknowledges that its failure to make any daily electronic payment of Lottery Gaming Facility Revenues as required by Paragraph 23 will authorize the Executive Director in his sole discretion to immediately terminate this Agreement.

Remedies Cumulative. No remedy conferred upon or reserved to the Kansas Lottery in this Agreement is intended to be exclusive of any other available remedy, but each and every such remedy will be cumulative and in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default will impair any such right or power or will be construed to be a waiver, but any such right and power may be exercised from time to time and as often as may be deemed expedient in favor of the Kansas Lottery.

Surrender Upon Termination. At the Executive Director’s request, Manager agrees that at the expiration or earlier termination of this Agreement, Manager will deliver to the Executive Director, or his designee, all books, records, accounting documents, computerized files, contracts, leases, licenses, permits or other governmental authorizations, files, supplies, keys, locks safe combinations, insurance policies not maintained as part of Manager’s blanket policies, warranty contracts and cards, operating instructions and other information, warranties and guaranties concerning all equipment relating to the Lottery Facility Games, as well as any maintenance or preventive maintenance programs, schedules and logs, records, inventories of personal property and equipment purchased on behalf of the Kansas Lottery or the State of Kansas, and all other information regarding the Lottery Facility Games, and all accounts and sums held or maintained by Manager on behalf of the Kansas Lottery. Notwithstanding the foregoing, Manager shall be entitled to retain copies of all documents, records, books, files and other materials delivered to the Executive Director. Manager will have a reasonable period of time, not to exceed forty-five (45) days from the termination date, to complete all accounting functions with respect to the Lottery Gaming Facility. Manager must cooperate with the Executive Director in changing any bank accounts maintained for the Kansas Lottery’s benefit. Manager must take all actions reasonably necessary to facilitate the orderly transition or termination of the management of the Lottery Gaming Facility and must perform all reporting and accounting functions required by this Agreement for the period from the date of the last report or accounting to the termination date. If, at the termination of this Agreement, there are any Lottery Facility Games that were purchased by Manager on behalf of the Kansas Lottery with ownership transferred to the Kansas Lottery, then the Executive Director will transfer ownership of such games to Manager or Manager’s designee, if such transfer is lawful; but if such transfer is not lawful, then the Executive Director will refund to Manager the residual value received by the Executive Director in a sale of such game to an eligible buyer.

Agreement to Pay Attorneys’ Fees and Expenses. If Manager defaults under any provision of this Agreement and the Kansas Lottery should employ attorneys or incur other expenses for the collection of amounts payable or to enforce performance or observance of Manager’s obligations under this Agreement, Manager must pay, on demand, the reasonable fees of such attorneys and such other expenses incurred by the Kansas Lottery, if the Kansas Lottery is the prevailing party.

Manager’s Indemnification Responsibilities. In addition to any other indemnification obligations provided in this Agreement or by law, Manager agrees as follows:

Manager’s duties under this paragraph will survive the termination or expiration of this Agreement. To the extent Manager is responsible to defend any Indemnified Party as required under this Agreement, Manager agrees to defend (with counsel approved by the Executive Director), at Manager’s sole expense, any Indemnified Party, and to pay on demand all costs and expenses related to such defense regarding any indemnification right provided for in this paragraph. The Kansas Lottery shall cooperate in any such defense and will promptly provide notice to Manager of any potential liability arising under this Paragraph 54. Manager’s obligations under this paragraph may be satisfied in whole, or in part, by insurance purchased at Manager’s expense, provided that Manager will be responsible for any indemnified liabilities in excess of insurance limits. Notwithstanding any provisions to the contrary in this Agreement, Manager shall in no event be liable under any indemnification obligation provided in this Agreement to the extent such liability arises out of or is related to the negligent, willful, malicious or criminal conduct of any Indemnified Party or resulting from actions taken by Manager at the specific direction of the Executive Director, or any other Indemnified Party that is specifically authorized under the Kansas Expanded lottery Act or regulation promulgated thereunder to direct the actions of Manager. The provisions of this paragraph in no way eliminate or cancel the insurance protection and rights granted to the Kansas Lottery, the Commission, the State of Kansas and their agents and employees.

Compliance with Orders, Ordinances, Etc. Throughout this Agreement’s term, Manager will promptly comply in all material respects with all statutes, codes, laws, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all federal, state, county, municipal and other governments, departments, commissions, boards, companies or associations insuring the premises, courts, authorities, officials and officers, foreseen or unforeseen, ordinary or extraordinary, which now or at any time hereafter may be applicable to the Lottery Gaming Facility or any part thereof, or to any use, manner of use or condition of the Lottery Gaming Facility or any part thereof. Notwithstanding these requirements, Manager may in good faith contest the validity of the applicability of any requirement of the nature referred to in this paragraph. In such event, Manager may fail to comply with the requirement or requirements so contested during the period of such contest and any appeal therefrom, so long as such non-compliance is permitted by law. Manager will give notice to the Executive Director of any such non-compliance.

Discharge of Liens and Encumbrances. Manager shall not permit or create or suffer to be permitted or created any lien upon the Lottery Gaming Facility Revenues or the Lottery Gaming Facility, or any part thereof, by reason of any labor, services or materials rendered or supplied or claimed to be rendered or supplied with respect to the Lottery Gaming Facility or any part thereof, except any liens expressly approved by the Executive Director. Notwithstanding these requirements, Manager may in good faith contest any such lien. In such event, Manager, upon prior written notice to the Executive Director, may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal, unless the Executive Director requires Manager to promptly secure payment of all such unpaid items by filing the requisite bond, in form and substance satisfactory to the Executive Director, thereby causing a lien to be removed. Manager agrees this Agreement is not to be considered property, and will not permit this Agreement to be attached, garnished, or executed upon by any creditor for any reason but such attachment, garnishment or execution shall not be grounds for default if Manager promptly contests and obtains vacation of such writs or secures a bond that causes the lien thereof to be removed. This Agreement is not transferable in bankruptcy without the Executive Director’s approval. If Manager is insolvent or bankrupt, the Manager’s trustee, with approval of the Executive Director, may continue to operate the Lottery Gaming Facility pursuant to this Agreement under order of the appropriate court for no longer than one year after the bankruptcy or insolvency of Manager.

Assignment. This Agreement may not be assigned in whole or in part without the Executive Director’s express written consent, which may be granted or withheld in his sole and absolute discretion. This Agreement may be assigned in whole or in part to any Lender as provided in Paragraph 78 subject to Lender’s compliance with all statutory requirements and regulatory procedure (including those related to suitability), and subject to Executive Director’s approval. The Executive Director acknowledges that a joint venture or other business combination or transfer of an equity interest involving Manager and suitable third party or parties is permissible, provided such party or parties receive all approvals required by applicable statute or regulation.

Notices. All notices and other communications provided for under this Agreement, or any applicable statute or regulation, must be in writing and sent via (a) U.S. Mail, certified mail, return receipt requested, (b) recognized national overnight courier (e.g. FedEx, UPS, DHL, etc.) or (c) fax, if followed by notice under (a) or (b) at the addresses set forth below, or at such other address as such party may specify by written notice to the other parties hereto:

Notice will be deemed given three days after mailing, if by certified mail, return receipt requested, the next business day after delivery to an overnight delivery service for next business day delivery, or on the date sent by fax if confirmation of receipt is obtained and retained and provided that notice under (a) or (b) above is sent the same day.

Amendments. Except as otherwise provided in this paragraph, no amendment, waiver, or consent as to any provision in this Agreement will be effective unless it is in writing and agreed to by the Executive Director and Manager, and each such waiver or consent will be effective only in the specific instance and for the specific purpose for which given. In addition, and notwithstanding any other provision in this Agreement, Manager acknowledges and agrees the Executive Director may overrule any action by Manager affecting operations within the Lottery Gaming Facility without prior notice to Manager, and that the Kansas Lottery maintains at all times full control over all decisions concerning the Lottery Facility Games placed at the Lottery Gaming Facility. This Agreement will also be modified, in whole or in part, in order to comply with future statutory enactments or judicial interpretations of applicable law by a court of competent jurisdiction. This Agreement is subject to modification, in whole or in part, or cancellation, as deemed necessary by the Executive Director to comply with any future statutory enactments, subsequent regulatory changes, or judicial interpretations of applicable law by a court of competent jurisdiction occurring after this Agreement’s execution, without additional consideration being exchanged between the parties. The parties agree nothing in this paragraph will be read to limit the remedies provided to Manager in Paragraphs 31 or 65. In addition, the parties will consider in good faith any proposals made to amend this Agreement during its term, to the extent, if any, they are authorized or required by law.

Notwithstanding, any provision to the contrary, it is understood, acknowledged and agreed to by the parties hereto that amendments to the Kansas Expanded Lottery Act after the date of execution of this Agreement shall not impair either party’s legal entitlements or remedies that would have been available at law or equity before the date of any such amendment.

No Recourse; Special Obligation.

(a) The Kansas Lottery’s obligations and agreements contained herein and any other instrument or document executed in connection with this Agreement, and any other instrument or document supplemental thereto or hereto, are deemed the obligations and agreements of the Kansas Lottery, and not of any member, officer, contractor (other than Manager), or employee of the Commission or Kansas Lottery in his or her individual capacity, and such individuals will not be liable personally hereon or thereon or be subject to any personal liability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.

(b) The Manager’s obligations and agreements contained herein and any other instrument or document executed in connection with this Agreement and any other instrument or document supplemental thereto or hereto, are deemed the obligations and agreements of Manager, and not of any direct or indirect equity owner, member, partner, officer, director, contractor, or employee of Manager in his or its individual capacity, and such entities and individuals will not be liable personally hereon or thereon or be subject to any personal liability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby, with the exception of agreements, documents or instruments that are signed by any person or entity in his or its individual capacity, such as an individual disclosure form.

Severability. If any provision in this Agreement is determined to be invalid or unenforceable by any court with competent jurisdiction, such holding will not invalidate or render unenforceable any other provision, and the parties may renegotiate this Agreement to conform to any such court holding.

Binding Effect. This Agreement will inure to the benefit of, and will be binding upon, the State of Kansas, the Kansas Lottery, Manager, and their respective successors and assigns.

Force Majeure. With respect to any obligation to be performed by a party during this Agreement’s term, no party will be liable for failure to perform when prevented by any force majeure cause beyond the reasonable control of such party such as an act of god, final resolution of any material litigation (including the litigation referred to in Paragraph 8 above) strike, lockout, breakdown, accident, order or regulation of or by any governmental authority, failure of supply or inability, by the exercise of reasonable diligence, to obtain supplies, parts or employees necessary to perform such obligation, or war or other emergency. The time within which such obligation must be performed will be extended for a period of time equivalent to the delay from such cause. But failure to perform by Manager’s subcontractors or agents will not be considered a force majeure unless such subcontractor or supplier is prevented from timely performance by a force majeure as described above. This paragraph will not apply to any financial difficulties of Manager, or any parent, subsidiary, affiliated or associated company of Manager, but will apply to orders of the Kansas Racing and Gaming Commission, or claims or court orders restricting Manager’s ability to perform so long as such orders, claims or court orders are not on account of any misconduct by Manager. The provisions of this Paragraph 63 notwithstanding, the parties agree the litigation component of the force majeure definition does not apply to Manager’s obligation to pay the expenses of the Kansas Lottery or the Kansas Racing and Gaming Commission as required herein except, as such litigation components restrict, prohibit or disallow Manager from making such payments (or any such litigation components restrict, prohibit or disallow Manager from making such payments (or any portion thereof), in which case Manager shall be permitted to comply with such litigation components and such compliance shall not be, nor shall it be deemed to be, an event of default hereunder.

Emergency Closings. If at any time during this Agreement’s term it becomes necessary in the Executive Director’s or Manager’s reasonable opinion to cease operations at the Lottery Gaming Facility in order to protect the facility or the health, safety and welfare of guests or employees for reasons of force majeure such as, but not limited to, acts of war, insurrection, civil strife and commotion, labor unrest, environmental risks or other casualty, then the Lottery Gaming Facility may be closed and cease operation of all or part of the facility. If this occurs based on Manager’s determination, Manager must immediately notify the Executive Director, who will then determine when the Lottery Gaming Facility is reopened without jeopardy to the facility, its guests or employees.

Manager’s Right to Cease Management Activities. Manager may cease management of the Lottery Gaming Facility and terminate this Agreement with no less than six months advance written notice if:

The parties agree that in addition to, or in lieu of, Manager’s right to cease management activities under this paragraph, Manager will have available to it any legal or equitable remedy against the State of Kansas, including any impairment of the obligations of this contract prohibited by Article I, Section 10, Clause 1 of the Constitution of the United States of America, if any of the circumstances stated above in sub-paragraphs (a), (b), (c), (d), (e), (f), (j), (k) or (l) occur during the term of this Agreement. Nothing in this paragraph will be deemed a waiver of the immunities and protections reserved to the State of Kansas under the Eleventh Amendment to the Constitution of the United States.

Paragraph intentionally deleted. 

Paragraph intentionally deleted. 

Executive Director’s Approval and Authority. When it is provided in this Agreement that the Manager will submit a budget, plan or other issue for the Executive Director’s approval, the Executive Director will respond within a commercially reasonable time based on the issue under consideration, provided that any request from Manager in which the Executive Director fails to respond in a commercially reasonable time will be deemed denied. Additionally, the Executive Director will not exercise his authority provided to him in this Agreement in an unreasonable, arbitrary or capricious manner.

Central Computer System. Manager acknowledges and agrees that all Electronic Gaming Machines at the Lottery Gaming Facility will be directly linked to a central computer at a location determined by the Executive Director for purposes of security, monitoring, auditing, and providing other available program information to the Kansas Lottery. The Executive Director will have sole authority to determine the functions and operational capacities to be performed through this central computer system by Manager, as well as the services provided by the vendor engaged by the Executive Director to provide the central computer system. In addition to all other functions to be performed by the central computer system, the Executive Director expressly reserves the authority to determine if this central computer system will be used to validate or redeem tickets issued by an Electronic Gaming Machine commonly referred to as “Ticket-in Ticket Out.”

Counterparts. This Agreement may be executed in counterparts, each of which will be an original and all of which will constitute one and the same instrument.

Applicable Law. This Agreement will be governed, construed, and enforced in accordance with Kansas law for contracts to be wholly performed within the state.

Jurisdiction and Venue. Any action by or between the parties challenging the constitutionality of, or arising out of, any provision of the Kansas Expanded Lottery Act, this Agreement, or any rule or regulation promulgated pursuant to the Kansas Expanded Lottery Act must be brought in the district court of Shawnee County, Kansas, unless a dispute is first subject to proceedings under the Kansas Administrative Procedure Act.

Headings Not Controlling; Construction; Survival. Each paragraph heading is prepared for convenience only and is not to control, affect the meaning, or be taken as an interpretation for any provision in this Agreement. Use of the word “including” in this Agreement does not mean including in a restrictive sense, but rather means in the sense of providing a non-exclusive illustration, as if the words “including without limitation” were included in the text. Paragraphs 30, 31, 48, 52, 54, 58, 65, 71, 72 and 73 shall survive the termination of this Agreement.

No Joint Venture Created. Manager and the Kansas Lottery agree and acknowledge that by entering into this Agreement they are not entering into a joint venture.

Covenant for Continued Disclosure. Within 30 days after the close of the Fiscal Year, Manager must update all exhibits to this Agreement. Upon the Executive Director’s written request, Manager will provide such other information regarding the financial or legal undertakings of Manager, the Lottery Gaming Facility, or the Ancillary Lottery Gaming Facility Operations.

No Endorsement Made. By executing this Agreement the Kansas Lottery, the Kansas Racing and Gaming Commission, and the State of Kansas have not considered or endorsed the marketability of Manager’s securities or marketability of any securities of Manager’s affiliates.

Contractual Attachment. It is further agreed that the provisions found in the Contractual Provisions Attachment (Form DA-146a), which has been revised by the parties and is attached as Exhibit F, are incorporated in this Agreement as though set out in full.

78.     Lender Protection.     The Kansas Lottery expressly recognizes the need for Manager to obtain favorable financing terms and the need for any third-party lender (“Lender”) associated with the gaming operations located on the Lottery Gaming Facility to protect its associated lending position. Therefore, in connection with any financing from a Lender during the term of this Agreement and any amendment or extension hereof, the following provisions apply to the fullest extent permissible under the Kansas Expanded Lottery Act and other applicable laws:

79.     Contribution to Civic, Charitable or Educational Organizations. Manager shall make a minimum annual contribution of one-half percent (1/2%) of the Lottery Gaming Facility gross revenues, after deducting expenses paid to the KRGC and the Kansas Lottery to civic, charitable and/or educational organizations.

80.     No Third-Party Beneficiaries. In no event shall any person or entity that is not a party to this Agreement be an expressed, implied, or intended third party beneficiary of this Contract, except Ford County, City of Dodge City, the problem gaming and addictions grant fund as specifically provided in Paragraph 27.

81.      No Oral or Written Representations. No oral or written representations have been made other than, or in addition to, those stated in this Contract. Neither Party is relying on any oral or written statements made by the other Party or any other representative of the other Party in entering into this Agreement.”

82.     Incorporation of Documents. Incorporated in this Agreement is the Assumption and Adoption Agreement and the following Exhibits attached to and made a part of this Agreement: (A) (Environmental Compliance and Indemnification Agreement), (B) Endorsement from City Commission, (D) Key Employees, (F) DA-146a (revised by the parties), and (H) List of Expenditures.

IN WITNESS WHEREOF, the Executive Director, on behalf of the Kansas Lottery, and Manager have caused this Agreement to be executed in their respective names, all as of the date first above written.

THE KANSAS LOTTERY

By:                                    

Stephen Durrell, Executive Director

MANAGER

BUTLER NATIONAL SERVICE CORPORATION

By:                                    

Clark D. Stewart, President and Chief Executive Officer

BHCMC, LLC

By:                                    

Clark D. Stewart, President and Chief Executive Officer

Exhibit 10.2

THIRD AMENDMENT TO

LOTTERY GAMING FACILITY MANAGEMENT CONTRACT

This THIRD AMENDMENT TO LOTTERY GAMING FACILITY MANAGEMENT CONTRACT (the “Third Amendment”), is made effective as of December 15, 2019, by and among BHCMC, LLC and BNSC (“Manager”) and the Kansas Lottery on behalf of the State of Kansas (“State” or “Lottery”).

RECITALS

WHEREAS, on or about May 28, 2008, the undersigned parties hereto executed a certain Lottery Gaming Facility Management Contract for the development, management and construction of a lottery gaming facility (the “Contract”), said Contract was assumed and adopted by BHCMC, LLC in an Agreement dated April 30, 2009, was first amended in an agreement dated December 18, 2009, and was second amended in an agreement dated October 30, 2018;

WHEREAS, pursuant to the applicable provisions of the Contract and the Kansas Expanded Lottery Act (“KELA”), the parties have engaged in extensive discussions intended to reach an agreement to amend the Contract for the remainder of its initial 15-year term;

WHEREAS, as a result of these extensive discussions and in consideration of the Lottery executing a Consent to Renewal of the Contract and a Renewal Contract, the parties hereby agree to this Amendment in accordance with the terms and conditions set forth herein; and

NOW THEREFORE, for good and valuable consideration, including the mutual covenants and promises contained herein, the receipt and sufficiently of which is hereby acknowledged, the parties agree as follows:

1.     Paragraph 29, Manager’s Maintenance Responsibilities, is amended to read as follows:

2.     Paragraph 78, Lender Protections, subparagraph (a), which was added to the Contract in the Second Amendment is amended to read as follows:

3.     All other provisions of the Lottery Facility Gaming Management Contract and the First Amendment shall remain unchanged and in full force and effect.

THE KANSAS LOTTERY

By:                                    

 Stephen Durrell, Executive Director

MANAGER

BUTLER NATIONAL SERVICE CORPORATION

By:                                    _____

Clark D, Stewart, President and Chief Executive Officer

 BHCMC, LLC

By:                               ___________

Clark D. Stewart, President and Chief Executive Officer

Exhibit 10.3

WRITTEN CONSENT FOR RENEWAL OF LOTTERY GAMING FACILITY MANAGEMENT CONTRACT

(Pursuant to the Kansas Expanded Lottery Act)

This WRITTEN CONSENT FOR RENEWAL OF THE LOTTERY GAMING FACILITY MANAGEMENT CONTRACT (“Written Consent”) is entered into by and among the Kansas Lottery on behalf of the State of Kansas (“State” or “Lottery”) and the Manager as defined under that certain Lottery Gaming Facility Management Contract executed by Butler National Service Corporation (“BNSC”) on or about May 28, 2008, and assumed by BHCMC, LLC (“BHCMC”) pursuant to a certain Assumption and Adoption Agreement dated April 30, 2009 (“2008 Management Contract”).

WHEREAS, pursuant to applicable provisions of the 2008 Management Contract and the Kansas Expanded Lottery Act (“KELA”), the Parties have engaged in extensive discussions intended to reach an agreement to renew the 2008 Management Contract for an additional 15-year term upon expiration of its initial term (“Agreement”) under the following terms; and

WHEREAS, the Parties expressly intend to bind themselves and each other to the terms under which the renewal is to be effective and the Agreement shall be fully binding and enforceable.

NOW THEREFORE, for good and valuable consideration, including the mutual covenants and promises contained in this Written Consent, the receipt and sufficiency of which is acknowledged and agreed to by the undersigned Parties, the Parties agree as follows:

1.     BHCMC and BNSC (hereinafter referred to as “Manager”) have completed nearly ten (10) years of performance under the 2008 Management Contract in compliance with the KELA and have shown good cause to renew the 2008 Management Contract, said renewal term to commence upon completion of the initial term of the 2008 Management Contract. The Parties further agree that upon successful completion of its initial 15-year term, without the Manager being in default, the Agreement will immediately commence an additional 15-year term, from December 15, 2024 through December 14, 2039.

2.     The Agreement executed by the Parties will have an Effective Date of December 15, 2019 and Commencement Date of December 15, 2024.

3.     Paragraph 5 of the Agreement shall be deleted in its entirety and noted “Paragraph Intentionally Deleted.”

4.     Paragraph 10 of the Agreement shall be amended by deleting subparagraphs e, f, g, h and i.

5.     Paragraph 13 of the Agreement, for the renewal term shall be deleted in its entirety and amended to read as follows:

“13.     Lottery Gaming Enterprise Maintenance/Investment. In each Fiscal Year during the term of this Agreement the Manager shall spend not less than one-million dollars ($1,000,000.00) for capital improvements/investments related to the Lottery Gaming Enterprise to include facilities, IT needs, operation upgrades, Lottery Facility Games and upgrades, new systems and/or acquisition of new technologies, or other similar expenses approved by the Executive Director. If in any one year, Manager spends more than $1,000,000.00 as provided above, the amounts in excess of such sums spent by Manager shall be credited toward the required $1,000,000.00 expenditure for any subsequent year(s), to assure compliance with this paragraph. The maximum required expenditure is a total of $15,000,000 over the 15-year Agreement term.

6.     Paragraph 20, Privilege Fee Payment, shall be deleted in its entirety and noted “Paragraph Intentionally Deleted.”

7.     Paragraph 26 of the Agreement, for the renewal term, shall be deleted in its entirety and amended to read as follows:

“26.     Total Compensation Paid to Lottery Gaming Facility Manager. As its sole compensation for the management services for the Lottery Gaming Facility as set out in this Agreement, Manager will be paid 71% of the Lottery Gaming Facility Revenues generated at the Lottery Gaming Facility.

The Executive Director will direct this payment to Manager on a monthly basis on the fifth (5^th) day of each month, if possible, but no later than the tenth (10^th) day of the month (or on a more frequent basis as may be agreed to between the Executive Director and the Manager), in arrears, based on the previous month’s Lottery Gaming Facility Revenues after first deducting lottery system computer expenses. Manager may pledge, encumber or grant any interest in the compensation to be paid Manager, subject to the deductions and setoffs provided for in this Agreement. Manager may pledge, encumber or grant to its lender an interest in management services compensation under this Paragraph 26 and any other sums payable to the Manager hereunder. Upon request of Manager, the Executive Director will acknowledge and approve such pledge, encumbrance or grant, agree to make all such payments directly to its lender (or as otherwise directed by its lender) and agree and confirm to its lender such matters as are customary for financing of facilities of this type.”

8.     Paragraph 30 of the Agreement, for the renewal term shall be deleted in its entirety and amended to read as follows:

“30.     Prohibitions Applicable to the State. The Kansas Lottery, acting on behalf the State of Kansas, agrees by entering into this Agreement that, until July 1, 2032:

The parties agree and acknowledge that the foregoing prohibitions, by Kansas statute, currently expire July 1, 2032 and from that date forward will be of no further force and effect even though the term of this Agreement extends beyond that date. The parties agree to amend the Contract in conformance to any amendment extending the term of these prohibitions under K.S.A. 74-8734(h)(19), or otherwise, which becomes the law of the State of Kansas, during the term of this Agreement.

9.     Paragraph 78(a) of the Agreement shall be amended to read as follows:

10.     The following language shall be added to the Agreement as Paragraph 79:

“79.      Contribution to Civic, Charitable or Educational Organizations. Manager shall make a minimum annual contribution of one-half percent (1/2%) of the Lottery Gaming Facility gross revenues, after deducting expenses paid to the KRGC and the Kansas Lottery to civic, charitable and/or educational organizations.

11.     The following language shall be added to the Agreement as Paragraph 80:

“80.     No Third Party Beneficiaries. In no event shall any person or entity that is not a party to this Agreement be an expressed, implied, or intended third party beneficiary of this Contract, except Ford County, City of Dodge City, the problem gaming and addictions grant fund as specifically provided in Paragraph 27.

12.     The following language shall be added to the Agreement as Paragraph 81:

“81.     No Oral or Written Representations. No oral or written representations have been made other than, or in addition to, those stated in this Contract. Neither Party is relying on any oral or written statements made by the other Party or any other representative of the other Party in entering into this Agreement.”

13. The Parties agree that the Agreement will include additional modifications not expressly set forth herein for the purpose of clarifying the rights and responsibilities of the parties, and updating terms that have become unnecessary for a developed and operating lottery gaming facility.

IN WITNESS WHEREOF, the Executive Director, for the Kansas Lottery on behalf of the State of Kansas, and Manager have caused this Written Consent to be executed in their respective names, all as of the date first above written.

THE KANSAS LOTTERY

By:                                    

 Stephen Durrell, Executive Director

MANAGER

BUTLER NATIONAL SERVICE CORPORATION

By:                                    

Clark D, Stewart, President and Chief Executive Officer

BHCMC, LLC

By:                                    

Clark D. Stewart, President and Chief Executive Officer