MASTER LEASE AGREEMENT
THIS MASTER LEASE AGREEMENT ("Lease") is made and entered into this 1st
day of May, 1997, by and between PDS FINANCIAL CORPORATION-NEVADA, a Nevada
corporation ("Lessor"), whose address is ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and FOUR QUEENS, INC., a Nevada corporation ("Lessee"),
whose address is ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.
Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor in
accordance with the terms and conditions contained herein, certain equipment
more fully described in the Lease Schedule or Schedules, referred to herein as a
"Lease Schedule," as may from time to time be executed by Lessee. All equipment
described in such Lease Schedules shall be collectively referred to as the
"Equipment" and individually referred to as a "Unit" and is to be installed in
and to be used in connection with the business location described in a
particular Lease Schedule ("Premises").
NOW THEREFORE, Lessor and Lessee agree as follows:
1. LEASE. This Lease establishes the general terms and conditions by which
Lessor shall lease the Equipment to Lessee. Each Lease Schedule shall be in the
form provided by Lessor and shall incorporate by reference the terms of this
Lease.
2. TERM: RENT AND PAYMENT.
2.1 Term. The term of this Lease shall commence on the date set forth
in each Lease Schedule (the "Commencement Date") and continue as specified in
such Lease Schedule ("Term").
2.2 Rent and Payment. Lessee's obligation to pay rent for the Equipment
shall commence on the Commencement Date and continue for the Term. The Basic
Rent set forth on the Lease Schedule shall be payable on the Commencement Date
and on the same day of each month thereafter ("Rent Date"). Any amounts payable
by Lessee, other than Basic Rent, shall be deemed Additional Charges and shall
be payable on the Rent Date next following the date upon which they accrue or
the last day of the Term, whichever is earlier. Lessee shall make all payments
at the address of Lessor set forth above or at such other address as Lessor may
designate in writing. As used herein, the term "Rent" shall mean all Basic Rent
and Additional Charges.
2.3 Late Charge. If any Rent is not received by Lessor or its assignees
within ten (10) days of when due, a late charge on such Rent shall be due and
payable with such Rent in an amount equal to four percent (4%) of the amount
past due or any part thereof, as reimbursement for administrative costs and not
as a penalty.
2.4 Lessor's Performance of Lessee's Obligations. If Lessee fails to
comply with any of its covenants or obligations herein, Lessor may, at its
option, perform such covenants or obligations on Lessee's behalf without thereby
waiving such conditions or obligations or the failure to comply therewith and
all sums advanced by Lessor in connection therewith shall be repayable by Lessee
as Additional Charges. No such performance shall be deemed to relieve Lessee of
its obligations herein.
3. CERTIFICATE OF ACCEPTANCE. Lessee shall deliver to Lessor a
certificate of delivery, installation and acceptance ("Certificate of
Acceptance") in the form provided by the Lessor.
4. NET LEASE. This Lease including each Lease Schedule is a net lease
and Lessee's obligation to pay all Rent due and the rights of Lessor or its
assignees in, and to, such Rent shall be absolute and unconditional under all
circumstances, notwithstanding: (i) any setoff, abatement, reduction,
counterclaim, recoupment, defense or other right which Lessee may have against
Lessor, its assignees, the manufacturer or seller of any Unit, or any other
person for any reason whatsoever, including, without limitation, any breach by
Lessor of this Lease; (ii) any defect in title, condition, operation, fitness
for use, or any damage to or destruction of, the Equipment; (iii) any
interruption or cessation of use or possession of the Equipment for any reason
whatsoever; or (iv) any insolvency, bankruptcy, reorganization or similar
proceedings instituted by or against Lessee.
5. LOCATION: USE: MAINTENANCE; IDENTIFICATION AND INSPECTION.
5.1 Location, Use, Maintenance and Repairs. (a) Lessee shall keep and
use the Equipment on the Premises and shall not relocate or remove any Unit
unless Lessor consents, in writing, prior to its relocation or removal. (b)
Lessee shall at all times and, at its sole cost and expense, properly use and
maintain the Equipment in good operating condition, other than the normal wear
and tear, and make all necessary repairs, alterations and replacements thereto
(collectively, "Repairs"), all of which shall immediately become the property of
Lessor and subject to this Lease. Lessee shall comply with manufacturer
instructions relating to the Equipment, and any applicable laws and governmental
regulations. (c) Lessee shall pay all costs and expenses associated with removal
and return of the Equipment.
5.2 Identification and Inspection. Upon request by Lessor, Lessee shall
▇▇▇▇ each Unit conspicuously with appropriate labels or tags furnished by Lessor
and maintain such markings through the Term to clearly disclose that said Unit
is being leased from Lessor. Subject to Lessee's reasonable security
requirements, Lessee shall permit Lessor's representatives to enter the Premises
where any Unit is located to inspect such Unit.
6. LOCATION: LIENS AND ENCUMBRANCES.
6.1 Personal Property. Each Unit is personal property and Lessee shall
not affix any Unit to realty so as to change its nature to a fixture or real
property and agrees that each Unit shall remain personal property during the
Term. Lessor expressly retains ownership and title to the Equipment. Lessee
hereby agrees that it shall be responsible for all of Lessors obligations as
required by the state gaming laws and regulations regarding maintenance, use,
possession and operation of the Equipment. Lessee hereby authorizes, empowers,
and grants a limited power of attorney to Lessor to record and/or execute and
file, on Lessee's behalf, any certificates, memorandums, statements, refiling,
and continuations thereof as Lessor deems reasonably necessary or advisable to
preserve and protect its interest hereunder. The parties intend to create a
lease agreement and the relationship of lessor and lessee between themselves.
Nothing in this Lease shall be construed or interpreted to create or imply the
existence of a finance lease or installment lease contract. Lessor makes no
representation regarding the treatment of this Lease, the Equipment or the
payment of obligations under this Lease for financial statement reporting or tax
purposes.
6.2 Liens and Encumbrances. Unless otherwise provided herein, Lessee
shall not directly or indirectly create, incur or suffer a mortgage, claim,
lien, charge, encumbrance or the legal process of a creditor of Lessee of any
kind upon or against this Lease or any Unit. Lessee shall at all times protect
and defend, at its own cost and expense, the title of Lessor from and against
such mortgages, claims, liens, charges, encumbrances and legal processes of
creditors of Lessee and shall keep all the Equipment free and clear from all
such claims, liens and legal processes. If any such lien or encumbrance is
incurred, Lessee shall immediately notify Lessor and shall take all actions
required by Lessor to remove the same. 7. RETURN OF EQUIPMENT.
7.1 Duty of Return. At the expiration of the Term or upon termination
of the Lease, Lessee at its expense shall return each Unit to Lessor or its
designee at the destination specified by Lessor, in accordance with appropriate
gaming laws and regulations. Each Unit shall conform to all of the
manufacturer's specifications and gaming laws and regulations with respect to
normal function, capability, design and condition (less normal wear and tear).
7.2 Failure to Return. If Lessee fails to return the Equipment or any
portion thereof, as provided above, within fourteen (14) days following
expiration of the term or termination of the Lease, then Lessee shall pay to
Lessor an additional month's Rent for each month, or any portion thereof, that
Lessee fails to comply with the terms of this return provision, until all of the
Equipment is returned, as provided herein.
8. RISK OF LOSS: INSURANCE.
8.1 Risk of Loss. Lessee shall bear the risk of all loss or damage to
any Unit or caused by any Unit during the period from the time the Unit is
shipped by its vendor until the time it is returned as provided herein.
8.2 Unit Replacement. If any Unit is lost, stolen, destroyed, seized by
governmental action or, in Lessee's opinion or Lessor's opinion, damaged ("Event
of Loss"), this Lease shall remain in full force and effect without abatement of
Rent and Lessee shall promptly replace such Unit at its sole expense with a Unit
of equivalent value and utility, and similar kind and in substantially the same
condition as the replaced Unit immediately prior to the Event of Loss. Title to
such replacement unit immediately shall vest and remain in Lessor, and such unit
shall be deemed a Unit under this Lease. Upon such vesting of title and provided
Lessee is not in default under this Lease, Lessor shall cause to be paid to
Lessee or the vendor of the replacement unit any insurance proceeds actually
received by Lessor for the replacement Unit. Lessee shall promptly notify Lessor
of any Event of Loss and shall provide Lessor with and shall enter into, execute
and deliver such documentation as Lessor shall request with respect to the
replac-ement of any such Unit.
8.3 Insurance. Lessee shall obtain and maintain in full force and
effect all risk, full replacement cost property damage insurance on the
Premises: (i) comprehensive personal liability, (ii) all risk property damage on
the Equipment in amounts reasonably acceptable to Lessor, and (iii) workers
compensation insurance. Such insurance shall: (i) name Lessor and its Assignees,
if any, as additional insureds and first loss payees as their interests may
appear; and (ii) provide that the policy may not be canceled or materially
altered without thirty (30) days prior written notice to Lessor and its
Assignees. All such insurance shall be placed with companies having a rating of
at least A, Class XII or better by Best's rating service. Lessee shall furnish
to Lessor, upon request and throughout the Term, insurance certificates of a
kind satisfactory to Lessor and its Assignees showing the existence of the
insurance required hereunder and premium paid.
9. LESSOR'S PURCHASE AND PERFORMANCE. Upon receipt of a Lease
Schedule executed and delivered by Lessee, Lessee shall bear all
responsibilities and perform all obligations of Lessor thereunder other than
payment of the purchase price.
10. TAXES.
10.1 Taxes. Lessee agrees to report, file, pay promptly when due to the
appropriate taxing authority and indemnify, defend, and hold Lessor harmless
from and against any and all taxes (including gross receipts), assessments,
license fees and other federal, state or local governmental charges of any kind
or nature, together with any penalties, interest or fines related thereto
(collectively, "Taxes") that pertain to the Equipment, its purchase, or this
Lease, except such Taxes based solely upon the net income of Lessor.
10.2 Lessor's Filing of Taxes. Notwithstanding the foregoing, Lessor at
its election may report and file sales and/or use taxes which are filed and paid
periodically through the Term, and the amounts so due may be invoiced to Lessee
and payable as specified therein.
11. INDEMNIFICATION. Except for the negligence of Lessor, its employees
or agents and assigns, Lessee hereby assumes liability for and agrees to
indemnify, defend, protect, save and hold harmless the Lessor, its agents,
employees, directors and assignees from and against any and all losses, damages,
injuries, claims, penalties, demands and all expenses, legal or otherwise
(including reasonable attorneys' fees) of whatever kind and nature arising from
the purchase, ownership, use, condition, operation or maintenance of the
Equipment, until the Equipment is returned to Lessor. Any claim, defense,
setoff, or other right of Lessee against any such indemnified party shall not in
any way affect, limit, or diminish Lessee's indemnity obligations hereunder.
Lessee shall notify Lessor immediately as to any claim, suit, action, damage, or
injury related to the Equipment of which Lessee has actual or other notice and
shall, at its own cost and expense, defend any and all suits which may be
brought against Lessor, shall satisfy, pay and discharge any and all judgments
and fines that may be recovered against Lessor in any such action or actions,
provided, however, that Lessor shall give Lessee written notice of any such
claim or demand. Lessee agrees that its obligations under this Section 11 shall
survive the expiration or termination of this Lease.
12. REPRESENTATIONS AND WARRANTIES. Lessee represents and warrants to
Lessor that: i) the making of this Lease and any Lease Schedule executed by
Lessee is duly authorized on the part of Lessee and that upon due execution
thereof by Lessee and Lessor they shall constitute valid obligations binding
upon, and enforceable against, Lessee in accordance with their terms; ii)
neither the making of this Lease or such Lease Schedule, nor the due performance
by Lessee, including the commitment and payment of the Rent, shall result in any
breach of, or constitute a default under, or violation of, Lessee's articles of
incorporation, by-laws, or any agreement to which Lessee is a party or by which
Lessee is bound; iii) no approval or consent not already obtained or withholding
of objection is required from any governmental authority with respect to the
entering into, or performance of this Lease or any Lease Schedule by Lessee; iv)
Lessee has obtained all licenses and permits required applicable laws or
regulations (the "Gaming Laws") for the operation of its business.
13. DISCLAIMERS; MANUFACTURERS WARRANTIES. LESSEE ACKNOWLEDGES THAT EACH
UNIT IS OF THE DESIGN, CAPACITY AND MANUFACTURE SPECIFIED FOR AND BY THE LESSEE
AND THAT LESSEE IS SATISFIED THAT THE SAME IS SUITABLE FOR LESSEE'S PURPOSES.
LESSEE AGREES, REGARDLESS OF CAUSE, NOT TO ASSERT ANY CLAIM WHATSOEVER AGAINST
LESSOR FOR LOSS OF ANTICIPATORY PROFITS OR CONSEQUENTIAL DAMAGES. LESSOR
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE EQUIPMENT WHETHER
EXPRESSED OR IMPLIED. Without limiting the generality of the foregoing it is
intended by the parties to exclude any and all implied warranties of
merchantability and fitness for particular purposes. NO SALESMAN OR AGENT OF
LESSOR IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF THIS LEASE OR MAKE ANY
REPRESENTATION REGARDING THE EQUIPMENT.
14. ASSIGNMENT OF LEASE.
14.1 Assignment by Lessor. Lessee acknowledges and agrees that Lessor
may assign, mortgage, or otherwise transfer its interest thereunder and/or in
the Equipment to others ("Assignees") without consent of Lessee, provided
however that Lessee and the Nevada Gaming Control Board ("Control Board") shall
be notified of any assignment. Accordingly, Lessee and Lessor agree that upon
such assignment, Lessee (i) shall acknowledge such assignment in writing by
executing a Notice, Consent and Acknowledgment of Assignment furnished by
Lessor; (ii) shall promptly pay all Rent when due to the designated Assignees,
notwithstanding any defense, setoff, abatement, recoupment, reduction or
counterclaim whatsoever that Lessee may have against Lessor; (iii) shall not
permit the Lease or Lease Schedule so assigned to be amended or the terms
thereof waived without the prior written consent of the Assignees; (iv) shall
not require the Assignees to perform any obligations of Lessor under such Lease
Schedule; (v) shall not terminate or attempt to terminate the Lease or Lease
Schedule on account of any default by Lessor; and (vi) acknowledges that any
Assignee may reassign its rights and interest with the same force and effect as
the assignment described herein.
14.2 Assignment or Sublease by Lessee. Lessee shall not assign this
Lease or any Lease Schedule or assign its rights in or sublet the Equipment, or
any interest therein without Lessor's and its Assignee's prior written consent,
which consent shall not be unreasonably withheld. For purposes of this Lease,
Lessor shall consent, upon request by Lessee, to an assignment of Lessee's
interest in this Lease to ▇▇▇▇▇ ▇▇▇▇▇▇▇ or any entity which is controlled by ▇▇.
▇▇▇▇▇▇▇ and is capitalized at a level which is acceptable to Lessor at Lessor's
sole discretion.
15. FINANCIAL INFORMATION; FURTHER ASSURANCES.
15.1 Financial Information. Throughout the Term, Lessee shall deliver
to Lessor copies of all current financial information of Elsinore Corporation
(Lessee's parent corporation) which will reflect the financial condition and
operations of Lessee as well as such other information regarding Lessee
reasonably requested by Lessor or its Assignees.
15.2 Further Assurances. Lessee shall execute and deliver to Lessor,
such other documents, and take such further action as Lessor may request, in
order to effectively carry out the intent and purposes of this Lease and the
Lease Schedules. All documentation shall be in a form acceptable to Lessor and
its Assignees.
Lessee shall provide all necessary notices to the Control Board.
15.3 Lease Agreement. If any court of competent jurisdiction should
determine that this Lease constitutes a security arrangement as opposed to a
true lease, the parties then agree that this Lease shall constitute a security
agreement within the meaning of the Uniform Commercial Code and that the Lessor
shall be considered a secured party under the provisions thereof and shall be
entitled to all the rights and remedies of a secured party and Lessee, as
debtor, grants to Lessor, as secured party, a security interest in the
Equipment; provided nothing herein shall be construed nor shall the inclusion of
this paragraph be interpreted as derogating from the stated intent and
contractual understanding of the parties that this is a true lease.
16. DEFAULT BY LESSEE; REMEDIES.
16.1 Default by Lessee. Lessee shall be in default upon the occurrence
of any one of the following events ("Event of Default"): (a) failure to pay Rent
when due; (b) failure to perform any other term, condition or covenant of this
Lease or any Lease Schedule; (c) Lessee ceases or is enjoined, restrained or in
any way prevented from conducting business as a going concern; (d) if any
proceeding is filed by or against the Lessee for an assignment for the benefit
of creditors, a voluntary or involuntary petition in bankruptcy, or if Lessee is
adjudicated a bankrupt or an insolvent; (e) Lessee attempts to remove, sell,
transfer, encumber, part with possession or sublet the Equipment or any Unit
thereof; (f) any Unit is attached, levied upon, encumbered, pledged, or seized
under any judicial process; (g) any warranty or representation made or furnished
to the Lessor by or on behalf of the Lessee is false in any material respect
when made or furnished; (h) failure to maintain in full force and effect the
licenses and permits required under the Gaming Laws for the operation of
Lessee's business; (i) failure to comply with all gaming regulations; or (j) any
change in control of the Lessee or its business.
16.2 Lessor Remedies. Lessee acknowledges that the enforcement of this
Lease requires approval of the Control Board and/or the Nevada Gaming Commission
("the Commission") and that copies of all Default Notices, legal proceedings,
etc. will be forwarded to the appropriate agency as required by state law,
regulation or upon request of the Control Board or the Commission. Lessee
further acknowledges that upon any Event of Default, and at any time thereafter,
Lessor, may in addition to any and all rights and remedies it may have at law or
in equity, without notice to or demand upon Lessee at its sole option: (i)
declare the aggregate Rent then accrued and unpaid together with the balance of
any Rent to be immediately due and payable; (ii) proceed by appropriate court
action or other proceeding, either at law or in equity to enforce performance by
Lessee of any and all covenants of this Lease; (iii) on written notice to
Lessee, terminate any of Lessee's rights under this Lease or Schedule in which
event Lessee shall immediately surrender and return the Equipment to Lessor
pursuant to the provisions hereof; and (iv) subject to appropriate Gaming Laws,
rules, laws and regulations, and required approvals, take possession, sell
and/or re-lease any Unit as Lessor may desire, in its sole discretion.
Lessor's rights and remedies herein are cumulative and in addition to
any rights or remedies available at law or in equity including the Uniform
Commercial Code, and may be exercised concurrently or separately. Lessee shall
pay all costs, expenses, losses, damages and legal costs (including reasonable
attorneys' fees) incurred by Lessor and its Assignees as a result of enforcing
any terms or conditions of the Lease or any Schedules. A termination hereunder
shall occur only upon written notice by Lessor to Lessee and no repossession or
other act by Lessor after default shall relieve Lessee from any of its
obligations to Lessor hereunder unless Lessor so notifies Lessee in writing.
17. MISCELLANEOUS.
17.1 Notices. Except as otherwise required by law, all notices required
herein shall be in writing and sent by prepaid certified mail or by courier,
addressed to the party at the address of the party specified herein or such
other address designated in writing. Notice shall be effective upon the earlier
of its receipt or four (4) days after it is sent.
17.2 Survival of Indemnities. All indemnities of Lessee shall survive
and continue in full force and effect for events occurring prior to the return
of the Equipment to the Lessor, notwithstanding the expiration or termination of
the Term.
17.3 Counterparts. Each Lease and any Lease Schedule may be
executed in counterparts.
17.4 Multiple Lessees. If more than one Lessee is named in this Lease
or a Lease Schedule the liability of each shall be joint and several.
17.5 Titles. Section titles are not intended to have legal effect or
limit or otherwise affect the interpretation of this Lease or any Lease
Schedule.
17.6 Waiver. No delay or omission in the exercise of any right or
remedy herein provided or otherwise available to Lessor, or prior course of
conduct, shall impair or diminish Lessor's rights to exercise the same or any
other right of Lessor; nor shall any obligation of Lessee hereunder be deemed
waived. The acceptance of rent by Lessor after it is due shall not be deemed to
be a waiver of any breach by Lessee of its obligations under this Lease or any
Lease Schedule.
17.7 Successors. This Lease and each Lease Schedule shall inure to the
benefit of and be binding upon Lessor and Lessee and their respective successors
in interest.
17.8 Not an Offer. Neither this Lease nor any Lease Schedule shall be
deemed to constitute an offer or be binding upon Lessor until executed by
Lessor's authorized officer.
17.9 Severability. If any provisions of this Lease or any Lease
Schedule shall be held to be invalid or unenforceable, the validity and
enforceability of the remaining provision thereof shall not be affected or
impaired in any way.
17.10 Modification. Lessor and Lessee agree that any modifications to
this Lease or any Lease Schedule shall be in writing and shall be signed by both
parties and their last known assignees, if any.
17.11 Lease Irrevocable. This Lease is irrevocable for the full Term
hereof and the Rent shall not ▇▇▇▇▇ by reason of termination of Lessee's right
of possession and/or the taking of possession by the Lessor or for any other
reason.
17.12 Governing Law. This Lease and each Lease Schedule are entered
into under and shall be construed in accordance with, and governed by the laws
of the State of Nevada.
17.13 Riders. In the event that any riders are attached hereto and made
a part hereof and if there is a conflict between the terms and provisions of any
rider, including any Lease Schedule and the terms and provisions herein, the
terms and provisions of the rider or Lease Schedule shall control to the extent
of such conflict.
17.14 Entire Agreement. LESSEE REPRESENTS THAT IT HAS READ, RECEIVED,
RETAINED A COPY OF AND UNDERSTANDS THIS LEASE, AND AGREES TO BE BOUND BY ITS
TERMS AND CONDITIONS. LESSOR AND LESSEE AGREE THAT THIS LEASE, ALL RIDERS, LEASE
SCHEDULES, OR EXHIBITS HERETO, AND THE LEASE SCHEDULES SHALL CONSTITUTE THE
ENTIRE AGREEMENT AND SUPERSEDE ALL PROPOSALS, ORAL OR WRITTEN, ALL PRIOR
NEGOTIATIONS AND ALL OTHER COMMUNICATIONS BETWEEN LESSOR AND LESSEE WITH RESPECT
TO ANY UNIT.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
duly executed on the date set forth by their authorized representatives.
LESSEE: LESSOR:
FOUR QUEENS, INC., PDS FINANCIAL CORPORATION-NEVADA,
a Nevada corporation a Nevada corporation
By:________________________________ By:_________________________________
Its:_________________________________ Its:_________________________________
LEASE SCHEDULE NO. 1 TO MASTER LEASE AGREEMENT
This Lease Schedule No. 1 is attached to and made a part of the Master
Lease Agreement ("Lease") between PDS FINANCIAL CORPORATION-NEVADA, a Nevada
corporation ("Lessor"), and FOUR QUEENS, INC., a Nevada corporation ("Lessee"),
dated May 1, 1997.
1. Description of Equipment: The Equipment listed on Attachment
"A" to this Lease Schedule is added to the Equipment leased
under the Lease and made subject to the provisions of the
Lease.
2. Commencement Date: The Commencement Date for the Equipment
leased under this Schedule will be the date the Equipment is
delivered and accepted by the Lessee.
3. Term: The Term shall commence on the Commencement Date and
shall continue for 48 consecutive months.
4. The Basic Rent due each month during the Term for the
Equipment described herein is as follows:
a. The first payment under this Lease Schedule in an
amount equal to $12,077.70 shall be due and payable
on May 1, 1997.
b. Payment of the Basic Rent in the amount of $12,077.70
shall be due and payable on June 1, 1997 and on the
1st day of each month thereafter for 47 consecutive
months through and including April 1, 2001.
c. In addition to the monthly Basic Rent due as set
forth above, Lessee shall pay Lessor an amount equal
to all taxes which may be imposed by any Federal,
State or local authority from time to time (excepting
taxes based on income).
5. All of the provisions of the Lease are incorporated by
reference herein as if set forth fully herein.
Dated: May 1, 1997
LESSEE: LESSOR:
FOUR QUEENS, INC., PDS FINANCIAL CORPORATION-NEVADA,
a Nevada corporation a Nevada corporation
By:______________________________ By:______________________________
Its:______________________________ Its:_____________________________
PURCHASE/RENEWAL OPTION
TO LEASE SCHEDULE NO. 1
This Purchase/Renewal Option is attached to and made a part of Lease Schedule
No. 1 ("Lease Schedule") and the Master Lease Agreement ("Lease") between PDS
FINANCIAL CORPORATION-NEVADA, a Nevada corporation ("Lessor"), and FOUR QUEENS,
INC., a Nevada corporation ("Lessee") each dated May 1, 1997.
If Lessee has not been in default under the terms of the Lease, at the
expiration of the Term, Lessor grants Lessee an option to (a) purchase (the
"Purchase Option") all but not less than all of the Equipment described in the
Lease Schedule for the sum equal to the fair market value of the Equipment (not
to exceed 15% of the original purchase price) as of the date of expiration of
the Term as determined by an independent appraiser selected by Lessor (the
"Exercise Price") or (b) renew the Lease Term for a period of one year (the
"Renewal Term") at the then fair market rental as determined by Lessor in its
sole discretion (the "Renewal Option"). A written notice of exercise of the
Purchase Option or the Renewal Option must be given by Lessee 120 days prior to
the expiration of the Term or any Renewal Term. Upon timely receipt of such
notice of exercise, receipt of the payment of all Rent due under the Lease
Schedule and/or payment of the Exercise Price, Lessor will, with exercise of the
Purchase Option, execute and deliver to Lessee a ▇▇▇▇ of Sale for the Equipment
described in the Lease Schedule. Upon failure of the Lessor to so deliver a ▇▇▇▇
of Sale, this Purchase/Renewal Option to Lease Schedule No. 1 shall then
constitute a conveyance of the Equipment in accordance herewith. Payment in full
of the Exercise Price shall be due and payable on or before the expiration of
the Term. If Lessee fails to give timely notice of the exercise of either the
Purchase Option or the Renewal Option, the Lease Term shall be automatically
renewed for a period of 120 days (the "Automatic Renewal Term") at the original
monthly Basic Rent. If Lessee has not been in default under the terms of the
Lease at the expiration of the Lease Term, Renewal Term or any Automatic Renewal
Term and Lessee shall fail to exercise any Purchase Option or Renewal Option,
Lessee shall, at Lessee's expense, return the Equipment to Lessor at a facility
designated by Lessor, according to the terms of the Lease. Lessee shall in all
respects remain obligated under the Lease for payment of Rent, care,
maintenance, delivery, use and insurance of the Equipment until Lessor inspects
and accepts the Equipment. In the event it shall at any time be determined that
by reason of the options hereby given or otherwise that the lease of the
Equipment to which the Purchase Option or the Renewal Option applies was in fact
a sale to the Lessee of the Equipment, the Lessee agrees that neither it nor its
successors or assigns has or will have any claim or cause of action against
Lessor, its successors or assigns, for any reason for loss sustained by virtue
of such determination.
Notwithstanding anything to the contrary herein, Lessee shall have the right
during the Term to purchase all, but not less than all of the Equipment under
the Lease Schedule for an amount equal to the product of (i) the then remaining
principal balance (including the 15% residual) of a straight line 48-month
amortization of the original purchase price of the Equipment and (ii) the Payoff
Schedule attached hereto as Exhibit 1.
Lessee acknowledges that the Equipment sold by Lessor under the Purchase Option
is being sold in an "as is, where is" condition. Lessor makes, and will make, no
representations or warranties regarding the Equipment, its suitability for
Lessee's purpose, or its compliance with any laws. Lessee hereby assumes all
liability for the Equipment and agrees to indemnify Lessor per the terms of the
Lease for any claims arising out of the purchase of the Equipment.
LESSEE: LESSOR:
FOUR QUEENS, INC., PDS FINANCIAL CORPORATION-NEVADA,
a Nevada corporation a Nevada corporation
By:_________________________________ By:_________________________________
Its:__________________________________ Its:________________________________
PDS FINANCIAL CORPORATION
PAYOFF SCHEDULE --- NO PREPAYMENT PREMIUM
% of new
04/01/97 100.0%
05/01/97 97.6%
06/01/97 96.2%
07/01/97 94.9%
08/01/97 93.4%
09/01/97 18.4%
10/01/97 18.1%
11/01/97 17.8%
12/01/97 17.5%
01/01/98 17.2%
02/01/98 16.9%
03/01/98 16.6%
04/01/98 16.3%
05/01/98 16.0%
06/01/98 15.7%
07/01/98 15.4%
08/01/98 15.1%
09/01/98 14.8%
10/01/98 14.4%
11/01/98 14.1%
12/01/98 13.8%
01/01/99 13.5%
02/01/99 13.1%
03/01/99 12.8%
04/01/99 12.4%
05/01/99 12.1%
06/01/99 11.7%
07/01/99 11.4%
08/01/99 11.0%
09/01/99 10.6%
10/01/99 10.3%
11/01/99 9.9%
12/01/99 9.5%
01/01/2000 9.2%
02/01/2000 8.8%
03/01/2000 8.4%
04/01/2000 8.0%
05/01/2000 7.6%
06/01/2000 7.2%
07/01/2000 6.8%
08/01/2000 6.4%
09/01/2000 6.0%
10/01/2000 5.6%
11/01/2000 5.1%
12/01/2000 4.7%
01/01/2001 4.3%
02/01/2001 3.9%
03/01/2001 17.1%
04/01/2001 15.0%
RIDER NO. 1 TO MASTER LEASE AGREEMENT
THAT CERTAIN MASTER LEASE AGREEMENT dated the 10th day of September,
1997 by and between PDS FINANCIAL CORPORATION, as Lessor, and Blue Chip Casino,
Inc., as Lessee, is hereby amended and modified as follows:
1. Security Deposits.
If the Lessee is not then in default under the Lease or any Lease
Schedule, at the end of the Term of the Lease Schedules or in the event
of a Termination Payment, Lessor shall apply any security deposit paid
and received by Lessor in connection with such Lease Schedule to the
final payment or the Termination Payment due under the Lease Schedules.
2. IGT Cash Discount.
Lessor will remit to Lessee the three percent (3%) IGT cash discount on
the IGT manufactured slot machines described under Lease Schedule No. 1
within 48 hours of Lessor's receipt of the same from IGT.
3. Prepayment.
Anything contained in the Lease or any Lease Schedule to the contrary
notwithstanding, if the term of this Lease has not been terminated and
no Event of Default hereunder or under the Lease exists, Lessee shall
have the option to prepay sums due under all, but not less than all
Lease Schedules, or to terminate all, but not less than all Lease
Schedules, by giving Lessor irrevocable written notice of Lessee's
intention to exercise such prepayment ("Prepayment") or termination
option ("Termination Payment") on the next Basic Rent payment date and
shall pay the Prepayment or Termination Payment to Lessor on such next
Basic Rent payment date in immediately available funds. Any Prepayment
or Termination Payment and any over due Rent and all other payments due
or to become due hereunder shall be applied equally, pro rata, to each
Lease Schedule and shall be discounted at a rate per annum equal to
9.00%. Upon receipt by Lessor of the Termination Payment, Lessor will
transfer all of its right, title and interest in and to the Equipment
pursuant to the Lease and all obligations of Lessee with respect to the
Lease shall cease, except for such obligations which, by the terms
thereof, expressly survive the termination of the Lease. Upon
termination of the Lease, Lessor will take such action as is reasonably
requested by Lessee to terminate Lessor's interest in the Equipment,
except as otherwise provided herein or in the Lease or other agreement
then in effect between Lessor and Lessee.
Except as expressly amended and modified herein, all provisions of the Lease are
hereby ratified and confirmed and remain in full force and effect. This Rider
No. 1 To Master Lease Agreement restates and supersedes any other Rider No. 1 To
Master Lease Agreement which may have existed between the parties hereto.
AGREED: AGREED:
BLUE CHIP CASINO, INC. PDS FINANCIAL CORPORATION
By:_____________________________ By:_______________________________
Title:____________________________ Title: _____________________________
Date:____________________________ Date:_____________________________
CERTIFICATE OF DELIVERY, INSTALLATION AND ACCEPTANCE
TO: PDS FINANCIAL CORPORATION-NEVADA, a Nevada corporation ("Lessor")
FROM: FOUR QUEENS, INC., a Nevada corporation ("Lessee")
RE: Master Lease Agreement dated as of May 1, 1997 ("Lease") and
Lease Schedule No. 1 thereto dated of even date therewith
PREMISES: Four Queens Hotel & Casino
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Equipment
Lessee hereby certifies that the items of Equipment described in the
Lease (and attached hereto as Attachment A to the Lease Schedule No. 1 to Master
Lease Agreement) has been delivered to and inspected by Lessee, installed in the
Premises, found to be in good order and accepted for all purposes of the Lease
as Equipment under the Lease, all on May 1, 1997 (the "Acceptance Date").
Lessee acknowledges Lessor's right to assign all or part of its
interest under the Lease and/or all or part of other sums due thereunder and
that any such assignee of Lessor does not assume any of the obligations of
Lessor.
LESSEE ACKNOWLEDGES THAT EACH UNIT IS OF THE DESIGN, CAPACITY AND MANUFACTURE
SPECIFIED FOR AND BY THE LESSEE AND THAT LESSEE IS SATISFIED THAT THE SAME IS
SUITABLE FOR LESSEE'S PURPOSES. LESSEE AGREES, REGARDLESS OF CAUSE, NOT TO
ASSERT ANY CLAIM WHATSOEVER AGAINST LESSOR FOR LOSS OF ANTICIPATORY PROFITS OR
CONSEQUENTIAL DAMAGES. Without limiting the generality of the foregoing it is
intended by the parties to exclude any and all implied warranties of
merchantability and fitness for particular purposes.
LESSEE REPRESENTS THAT IT HAS READ, RECEIVED, RETAINED A COPY OF AND UNDERSTANDS
THIS CERTIFICATE OF DELIVERY, INSTALLATION AND ACCEPTANCE, AND AGREES TO BE
BOUND BY ITS TERMS AND CONDITIONS. LESSEE AGREES THAT THE LEASE AND ALL RIDERS
AND SCHEDULES THERETO CONSTITUTE THE ENTIRE LEASE AND SUPERSEDE ALL PROPOSALS,
ORAL OR WRITTEN, ALL PRIOR NEGOTIATIONS AND ALL OTHER COMMUNICATIONS BETWEEN
LESSEE AND LESSOR WITH RESPECT TO ANY UNIT. THIS LEASE IS NOT CANCELABLE BY
LESSEE FOR THE TERM HEREOF.
IN WITNESS WHEREOF, Lessee has caused this Certificate of Delivery,
Installation and Acceptance to be duly executed on this 1st day of May, 1997 by
its authorized representative.
FOUR QUEENS, INC.,
a Nevada corporation
By:________________________________
Its:________________________________
ATTACHMENT "A"
FOUR QUEENS
File No. 3001-03
This Attachment "A" is attached to and made a part of the Master Lease Agreement
dated May 1, 1997 and Lease Schedule No. 1 thereto dated of even date therewith
between PDS Financial Corporation-Nevada, a Nevada corporation ("Lessor"), and
Four Queens,Inc., a Nevada corporation ("Lessee").
Model/
Quantity Denom Model/Description Manufacturer Item No. Serial No. Invoice/PO No. Price Amount
-------- ----- ----------------- ------------ -------- ---------- -------------- ----- ------
Slots
-----
1 $1.00 S Slot Plus, W/EMB BV IGT B5033CFIW 819467 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5033CFIW 819468 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5033CFIW 819469 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5033CFIW 819470 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5033CFIW 819471 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5033CFIW 819472 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819473 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819474 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819475 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819476 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819983 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819884 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819985 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819986 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819987 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819988 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819989 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819990 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819991 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819992 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819993 N079924 $6,195.000 $6,195.00
1 $1.00 S Slot Plus, W/EMB BV IGT B5036CFIW 819994 N079924 $6,195.000 $6,195.00
1 $1.00 S Plus with B and W/EMB BV IGT B5136CFIW 819995 N079924 $6,195.000 $6,195.00
1 $1.00 S Plus with B and W/EMB BV IGT B5136CFIW 819996 N079924 $6,195.000 $6,195.00
1 $1.00 S Plus with B and W/EMB BV IGT B5136CFIW 819997 N079924 $6,195.000 $6,195.00
1 $1.00 S Plus with B and W/EMB BV IGT B5136CFIW 819998 N079924 $6,195.000 $6,195.00
1 $1.00 S Plus with B and W/EMB BV IGT B5136CFIW 819999 N079924 $6,195.000 $6,195.00
1 $5.00 S Plus with B and W/EMB BV IGT B5136CFIW 820000 N079924 $6,195.000 $6,195.00
1 $5.00 S Plus with B and W/EMB BV IGT B5136CFIW 820001 N079924 $6,195.000 $6,195.00
1 $5.00 S Plus with B and W/EMB BV IGT B5136CFIW 820002 N079924 $6,195.000 $6,195.00
1 $5.00 S Plus with B and W/EMB BV IGT B5136CFIW 820003 N079924 $6,195.000 $6,195.00
1 $5.00 S Plus with B and W/EMB BV IGT B5136CFIW 820004 N079924 $6,195.000 $6,195.00
1 $5.00 S Plus with B and W/EMB BV IGT B5136CFIW 820005 N079924 $6,195.000 $6,195.00
1 $5.00 S Plus with B and W/EMB BV IGT B5136CFIW 820006 N079924 $6,195.000 $6,195.00
1 $10.00 S Plus with B and W/EMB BV IGT B5136CFIW 820007 N079924 $6,195.000 $6,195.00
1 $10.00 S Plus with B and W/EMB BV IGT B5136CFIW 820008 N079924 $6,195.000 $6,195.00
1 $25.00 S Plus with B and W/EMB BV IGT B5136CFIW 820009 N079924 $6,195.000 $6,195.00
1 $0.25 PE+ Flat Bar IBA Dueces Wild IGT OA15C 782115 N080005 $7,295.000 $7,295.00
1 $0.25 PE+ Flat Bar IBA Dueces Wild IGT OA15C 782116 N080005 $7,295.000 $7,295.00
1 $0.25 PE + 4 of a Kind W/EMB BV IGT IA65CF 788515 N080005 $6,095.000 $6,095.00
1 $0.25 PE + 4 of a Kind W/EMB BV IGT IA65CF 788517 N080005 $6,095.000 $6,095.00
1 $0.25 PE + 4 of a Kind W/EMB BV IGT IA65CF 809642 N080005 $6,095.000 $6,095.00
1 $0.25 PE + 4 of a Kind W/EMB BV IGT IA65CF 809645 N080005 $6,095.000 $6,095.00
1 $0.25 PE + 4 of a Kind W/EMB BV IGT IA65CF 809684 N080005 $6,095.000 $6,095.00
1 $0.25 PE + 4 of a Kind W/EMB BV IGT IA65CF 809653 N080005 $6,095.000 $6,095.00
1 $0.25 PE + 4 of a Kind W/EMB BV IGT IA65CF 809676 N080005 $6,095.000 $6,095.00
1 $0.25 PE + 4 of a Kind W/EMB BV IGT IA65CF 809636 N080005 $6,095.000 $6,095.00
1 $1.00 Used Sigma Video Poker Sigma SIGMPKR 720864 N080165 $250.000 $250.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 788505 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 788509 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 788511 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 788513 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 788519 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 788520 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 809645 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 809647 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 809659 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 809660 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 809663 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 809673 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 809680 N079706 $6,095.000 $6,095.00
1 $0.25 Bonus Poker Progressive W/EMB BV IGT IA650F 809683 N079706 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809644 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809646 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809662 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809655 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809685 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809687 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809688 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809691 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 788514 N079911 $6,095.000 $6,095.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720838 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720839 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720840 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720841 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720842 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720843 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720844 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720845 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720846 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720847 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720848 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720849 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720850 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720851 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720852 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720853 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720854 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720855 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720856 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720857 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720858 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720859 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720860 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720861 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720862 N079911 $250.000 $250.00
1 $0.25 Used Sigma Video Poker Sigma SIGMPKR 720863 N079911 $250.000 $250.00
1 $1.00 Used Sigma Video Poker Sigma SIGMPKR 720865 N079911 $250.000 $250.00
1 $1.00 Used Sigma Video Poker Sigma SIGMPKR 720866 N079911 $250.000 $250.00
1 $1.00 Used Sigma Video Poker Sigma SIGMPKR 720867 N079911 $250.000 $250.00
1 $1.00 Used Sigma Video Poker Sigma SIGMPKR 720868 N079911 $250.000 $250.00
1 $1.00 Used Sigma Video Poker Sigma SIGMPKR 720869 N079911 $250.000 $250.00
1 $1.00 Used Sigma Video Poker Sigma SIGMPKR 720870 N079911 $250.000 $250.00
1 $1.00 Used Sigma Video Poker Sigma SIGMPKR 720871 N079911 $250.000 $250.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809649 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809057 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809658 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809661 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809672 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809681 N079911 $6,095.000 $6,095.00
1 $0.25 PE+ 4 of a Kind W/EMB BV IGT IA650F 809690 N079911 $6,095.000 $6,095.00
111
Equipment
10 Over Sized Coin Handling Including ▇▇▇▇▇▇ IGT N079924 $300.000 $3,000.00
37 Player Tracking Units IGT N079924 $880.000 $32,560.00
8 Imbedded Video Mount Player Tracking Units IGT N080005 $880.000 $7,040.00
2 Player Tracking Units for Drop in Bar Games IGT N080005 $380.000 $760.00
14 Imbedded Video Mount Player Tracking Units IGT N079706 $880.000 $12,320.00
9 Imbedded Video Mount Player Tracking Units IGT N079911 $880.000 $7,920.00
8 Imbedded Video Mount Player Tracking Units IGT N079911 $880.000 $7,040.00
LESSEE: LESSOR:
FOUR QUEENS, INC., PDS FINANCIAL CORPORATION - NEVADA,
a Nevada corporation a Nevada corporation
By:________________________________ By:__________________________________
Its: ______________________________ Its: ________________________________
WARRANTY ▇▇▇▇ OF SALE
KNOW ALL MEN BY THESE PRESENTS:
That Four Queens, Inc., a Nevada corporation ("Seller"), for good and
valuable consideration, receipt of which is hereby acknowledged, does hereby
grant, convey, assign, transfer, bargain and sell, deliver and set over unto PDS
Financial Corporation-Nevada, a Nevada corporation ("Purchaser"), and unto its
successors and assigns forever, all of Seller's right, title and interest in the
Equipment described in Attachment A attached hereto and incorporated herein
("Assets").
Seller hereby warrants to Purchaser, its successors and assigns, that
there is hereby conveyed to Purchaser on the date hereof good and marketable
title to the Assets free and clear of all liens, encumbrances, and rights of
others, and hereby covenants that Seller will warrant and defend such title
against all claims and demands whatsoever that are made in writing.
This ▇▇▇▇ of Sale shall in all respects be governed in accordance with
the laws of the State of Nevada. This ▇▇▇▇ of Sale is subject to Seller's rights
under a Master Lease Agreement dated May 1, 1997.
IN WITNESS WHEREOF, Seller has caused this instrument to be duly
executed and delivered this 1st day of May, 1997.
SELLER:
FOUR QUEENS, INC.,
a Nevada corporation
By:______________________________
Its:_____________________________
STATE OF ___________________ )
) ss
COUNTY OF _________________ )
On this _____ day of _________________, 19____, before me personally
appeared _____________ ______________, the _____________________________ of Four
Queens, Inc., a Nevada corporation, on behalf of the corporation.
---------------------------------
Notary Public
My Commission expires:___________________________
GUARANTY
May 1, 1997
FOR VALUE RECEIVED, and in order to induce PDS FINANCIAL
CORPORATION-NEVADA, a Nevada corporation ("Lessor"), to lease to FOUR QUEENS,
INC., a Nevada corporation ("Lessee") the equipment described in that certain
Master Lease Agreement dated of even date herewith ("Lease Agreement") and Lease
Schedule No. 1 to Master Lease Agreement ("Lease Schedule") (the Lease
Agreement, Lease Schedule and all documents and instruments executed and
delivered to Lessor in connection with the Lease are hereafter collectively the
"Lease") made and executed by the Lessee to the order of Lessor, the undersigned
hereby absolutely and unconditionally guarantees to Lessor the due and prompt
payment by Lessee of all sums due under the Lease, and all other costs incurred,
including reasonable attorneys' fees, in enforcing payment of the Lease or this
Guaranty (all such costs, the indebtedness evidenced by, and the terms and
conditions of the Lease and this Guaranty being herein collectively referred to
as the "Indebtedness Guaranteed");
It is understood and agreed that as a condition of giving this
Guaranty, the undersigned shall be given ten (10) days after receipt of written
notice from Lessor of a default by Lessee in payment of any Indebtedness
Guaranteed to cure such default. If the undersigned fails to cure a default by
Lessee within ten (10) days after receipt of written notice from Lessor of a
default by Lessee, the undersigned does hereby grant to Lessor the right to
demand immediate payment from the undersigned, and the undersigned shall
immediately become liable for, the balance of the Indebtedness Guaranteed upon
acceleration of the Indebtedness Guaranteed by Lessor, without further notice.
The undersigned hereby agrees that the Lessor may from time to time
without notice to or consent of the undersigned and upon such terms and
conditions as the Lessor may deem advisable without affecting this Guaranty (a)
release any maker, surety or other person liable for payment of all or any part
of the Indebtedness Guaranteed; (b) make any agreement extending or otherwise
altering the time for or the terms of payment of all or any part of the
Indebtedness Guaranteed; (c) modify, waive, compromise, release, subordinate,
resort to, exercise or refrain from exercising any right the Lessor may have
hereunder, under the Lease or any other security given for the Indebtedness
Guaranteed; (d) accept additional security or guarantees of any kind; (e)
endorse, transfer or assign its rights under the Lease, to any other party; (f)
accept from Lessee or any other party partial payment or payments on account of
the Indebtedness Guaranteed; (g) from time to time hereafter further loan monies
or give or extend credit to or for the benefit of the Lessee; and (h) release,
settle or compromise any claim of the Lessor against the Lessee, or against any
other person, firm or corporation whose obligation is held by the Lessor as
security for the Indebtedness Guaranteed.
The undersigned hereby unconditionally and absolutely waives (a) any
obligation on the part of the Lessor to protect, secure or insure any of the
security given for the payment of the Indebtedness Guaranteed; (b) the
invalidity or unenforceability of the Indebtedness Guaranteed; (c) any of the
security given for the payment of the Indebtedness Guaranteed; (d) notice of
acceptance of this Guaranty by the Lessor; (e) notice of presentment, demand for
payment, notice of non-performance, protest, notices of protest and notices of
dishonor, notice of non-payment or partial payment; (f) notice of any defaults
under the Lease or in the performance of any of the covenants and agreements
contained therein or in any instrument given as security therefor; (g) any
defense, offset or claim the Lessee or the undersigned may have against the
Lessor; (h) any limitation or exculpation of liability on the part of the Lessee
whether contained in the Lease or otherwise; (i) the transfer or sale by the
Lessee or the diminution in value thereof of any security given for the
Indebtedness Guaranteed; (j) any failure, neglect or omission on the part of the
Lessor to realize or protect the Indebtedness Guaranteed or any security given
therefor; (k) any right to insist that the Lessor prosecute collection of the
Indebtedness Guaranteed or resort to any instrument or security given to secure
the Indebtedness Guaranteed or to proceed against the Lessee or against any
other guarantor or surety prior to enforcing this Guaranty; provided, however,
at its sole discretion the Lessor may either in a separate action or an action
pursuant to this Guaranty pursue its remedies against the Lessee or any other
guarantor or surety, without affecting its rights under this Guaranty; (l)
notice to the undersigned of the existence of or the extending to the Lessee of
the Indebtedness Guaranteed, or (m) any order, method or manner of application
of any payments on the Indebtedness Guaranteed.
Without limiting the generality of the foregoing, the undersigned will
not assert against the Lessor any defense of waiver, release, discharge in
bankruptcy, statute of limitations, res judicata, statute of frauds,
anti-deficiency statute, fraud, ultra ▇▇▇▇▇ acts, usury, illegality or
unenforceability which may be available to the Lessee in respect of the
Indebtedness Guaranteed, or any setoff available against the Lessor to the
Lessee whether or not on account of a related transaction, and the undersigned
expressly agrees that it shall be and remain liable for any deficiency remaining
after repossession and sale of any of the leased equipment under the Lease,
notwithstanding provisions of law that may prevent the Lessor from enforcing
such deficiency against the Lessee. The undersigned hereby specifically waives
and renounces any right to proceed against the Lessee, and its successors and
assigns, for any deficiency arising as a result of the foreclosure of any
mortgage or security interest securing the Indebtedness Guaranteed, which
deficiency Lessor may be unable to enforce against the Lessee pursuant to
applicable law. The liability of the undersigned shall not be affected or
impaired by any voluntary or involuntary dissolution, sale or other disposition
of all or substantially all of the assets, marshalling of assets and
liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of, or other
similar event or proceeding affecting the Lessee or any of its assets and that
upon the institution of any of the above actions, at the Lessor's sole
discretion and without notice thereof or demand therefor, the undersigned's
obligations shall become due and payable and enforceable against the
undersigned, whether or not the Indebtedness Guaranteed is then due and payable.
The undersigned further agrees that no act or thing, except for payment
and performance in full of the Indebtedness Guaranteed, which but for this
provision might or could in law or in equity act as a release of the liabilities
of the undersigned hereunder shall in any way affect or impair this Guaranty and
the undersigned agrees that this shall be a continuing, absolute and
unconditional Guaranty and shall be in full force and effect until the
Indebtedness Guaranteed has been paid in full.
Performance by the undersigned under this Guaranty shall not entitle
the undersigned to be subrogated to any of the Indebtedness Guaranteed or to any
security therefor, unless and until the full amount of the Indebtedness
Guaranteed has been fully paid.
The undersigned agrees this Guaranty is executed in order to induce the
Lessor to enter into the Lease and with the intent that it be relied upon by the
Lessor in connection therewith. Execution of the Lease, without any further
action or notice, shall constitute conclusive evidence of the reliance hereon by
the Lessor. This Guaranty shall run with the Lease and without the need for any
further assignment of this Guaranty to any subsequent holder of the Lease or the
need for any notice to the undersigned thereof. Upon endorsement or assignment
of the Lease to any subsequent holder, said subsequent holder of the Lease may
enforce this Guaranty as if said holder had been originally named as Lessor
hereunder.
The undersigned consents to be sued in any jurisdiction in which either
the Lessee may be sued or the Lessor's principal place of business, at Lessor's
sole option, as well as the undersigned's principal place of business and
residence and in the state where this Guaranty is executed.
No right or remedy herein conferred upon or reserved to the Lessor is
intended to be exclusive of any other available remedy or remedies but each and
every remedy shall be cumulative and shall be in addition to every other remedy
given under this Guaranty or now or hereafter existing at law or in equity. No
waiver, amendment, release or modification of this Guaranty shall be established
by conduct, custom or course of dealing, but only by an instrument in writing
duly executed by the Lessor.
This Guaranty is delivered in and made in and shall in all respects be
construed pursuant to the laws of the State of Nevada.
This Guaranty and each and every part hereof, shall be binding upon the
undersigned and upon its successors and assigns and shall inure to the pro rata
benefit of each and every future holder of the Lease, including the successors
and assigns of the Lessor.
ELSINORE CORPORATION,
a Nevada corporation
By:_________________________________
Its:_________________________________
SECRETARY'S CERTIFICATE
I, __________________________________, do hereby certify that I am the
Secretary of Four Queens, Inc., a corporation organized and existing under and
by virtue of the laws of the State of Nevada, having its principal place of
business in the City of Las Vegas, State of Nevada.
That the following resolution was duly and regularly adopted by the
Board of Directors of said corporation, by unanimous consent, dated
___________________, 1997:
"RESOLVED, that the President, each Vice President and each other
officer and each agent of this corporation indicated below, or any one
of them, be and they are hereby authorized to negotiate and enter into
leases or a master lease agreement, lease schedules and any supplements
thereto from time to time for and on behalf of this corporation with
PDS Financial Corporation-Nevada, a Nevada corporation ("PDS"), in such
amounts and upon such terms as said officer or agent shall deem to be
in the best interests of this corporation and said officer or agent is
hereby authorized and empowered to enter into any agreement renewing,
extending, altering, amending or modifying said agreements and
instruments at any time and from time to time and to execute, for and
on behalf of this corporation, financing statements, subordination
agreements, riders, addendums and such other documents and such other
documents and instruments as may be required by said PDS to effectuate
such agreements and instruments, and any such agreement or instrument
may contain a clause whereby this corporation waives its right to trial
by jury with respect to actions brought by or against said PDS
regarding this corporation."
I further certify that said resolution: (a) is not contrary to the
Articles of Incorporation or bylaws of said corporation; (b) and has not been
modified, repealed or rescinded but is in full force and effect; and (c) said
PDS may continue to rely upon said resolution until an authorized representative
of said corporation provides PDS with not less than 10 days prior written notice
to the contrary.
I further certify that the following persons are the officers of said
corporation duly authorized pursuant to the foregoing resolution, each holding
the respective offices set opposite their names below and that the signatures
set opposite their respective names and offices are their genuine signatures:
Name (Print or Type) Signature
______________________________ President ______________________________
______________________________ Vice President ______________________________
______________________________ (Specify:)
------------- -------------------
______________________________ Agent _____________________________________
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said
corporation this _____ day of ______________, 19____.
(Corporate Seal) ___________________________________
Secretary
Witness:
----------------------------------
(Sign and Print Name)
CERTIFICATE OF GUARANTOR
I, the undersigned, do hereby certify that I am _____________________
of ELSINORE CORPORATION, a corporation organized and existing under the laws of
the State of Nevada and that by Unanimous Writing in Lieu of Meeting of the
Board of Directors of said corporation effective on the ______ day of March,
1997, the following resolutions were adopted:
WHEREAS, PDS Financial Corporation-Nevada, a Nevada corporation
("Lessor") has leased certain slot machines ("Equipment") to Four
Queens, Inc.; and
WHEREAS, it is deemed to be in the best interests of this corporation
to execute and deliver a Guaranty agreement to Lessor in the form
reviewed by the directors;
NOW, THEREFORE RESOLVED, that the corporation execute and deliver to
Lessor a Guaranty in the form reviewed by the directors;
RESOLVED FURTHER, that any officer of the corporation be, and he hereby
is, authorized and directed to execute and deliver to Lessor on behalf
of the corporation and as an official act of the corporation this
corporation's Guaranty and such other related documents as may be
required by said Lessor as a condition to Lessor entering into the
Lease, the form of said documents to be in form as he shall deem
necessary, his signature thereon being conclusive evidence of his
agreeing to the form of such documents.
I also certify that said resolutions have been duly entered into the
Minute Book of the corporation and have not been repealed or modified in any way
and are still in full force and effect, that said resolutions are not
inconsistent with any provisions of the Articles of Incorporation or the ByLaws
of this corporation and do not violate, contravene or result in a default under
any indenture or agreement to which the corporation is a party.
I further certify that the following person has been duly elected to
and does now hold the office set forth below and that the signature opposite his
typed name is his true and genuine signature.
NAME SIGNATURE OFFICE
------------------------ ------------------------ -------------------------
------------------------ ------------------------ -------------------------
I further certify that attached hereto are true and correct copies of
the current Articles of Incorporation of the corporation, its Bylaws, and a
Certificate of Good Standing from the Secretary of the State of Nevada.
GUARANTOR: ELSINORE CORPORATION,
a Nevada corporation
By:_________________________________
Its:_________________________________
STATE OF NEVADA )
) SS
COUNTY OF ______________ )
The foregoing instrument was acknowledged before me this ______ day of
March, 1997, by _______________________ the ____________________ of Elsinore
Corporation, a Nevada corporation, on behalf of the corporation.
--------------------------------------
Notary Public
My Commission expires:_______________________________
AUTHORIZATION FOR AUTOMATIC PAYMENT
I authorize PDS FINANCIAL CORPORATION (and its assignees) and the bank named
below to initiate variable entries to my checking/savings account for the
following loan:
Lease Description: 3001-03
Original Lease Amount: $505,206.30
Payment Date: May 1, 1997
Payment Amount: $12,077.70
Sales Tax @ 7.0% $845.44
Total $12,923.14
Effective Date: May 1, 1997
This authorization will remain in effect until I notify you or the bank in
writing to cancel it in such time as to afford the bank a reasonable opportunity
to act on it. I can stop payment of any entry by notifying you or my bank three
(3) days before my account is charged. I can have the amount of an erroneous
charge immediately credited to my account up to 15 days following issuance of my
bank statement or 46 days after posting, whichever occurs first.
------------------------------------------------------------------
(Name of Financial Institution)
--------------------------------------------------------------------
(Address of Financial Institution) (City) (State) (Zip Code)
-------------------------------------------------------------------
(Signature) (Date)
-----------------------------
(Its)
Four Queens, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Checking Savings
Account _________________ (or) Account No._______________
Bank Routing Number _____________________________________
(between these symbols /: :/ on the bottom
left of your check)
[Please attach a copy of a voided check to this form]
EXHIBIT A
All gaming and other equipment now or hereafter leased or to be leased
under that certain Master Lease Agreement dated May 1, 1997 and Lease Schedule
No. 1 thereto dated May 1, 1997 (collectively, the "Lease"), by and between
Secured Party, as lessor, and Debtor, as lessee, including without limitation,
all of Debtor's interest in and to the following:
1. Debtor's interest in the equipment described in Attachment A attached
hereto which is now or hereafter subject to the Lease and all payments due
under the Lease; and
2. All accessions, accessories, additions, amendments, attachments,
modifications, replacements and substitutions to any of the foregoing; and
3. All proceeds and products of any of the foregoing; and
4. All policies of insurance pertaining to any of the foregoing as well as any
proceeds pertaining to such policies; and
5. All books and records pertaining to any of the foregoing.