Exhibit 10.70
LEASE SCHEDULE NO. 1 TO MASTER LEASE AGREEMENT
(With Options)
THIS LEASE SCHEDULE NO. 1 ("Lease Schedule") is attached to and made a part
of the Master Lease Agreement ("Lease") between PDS GAMING CORPORATION-NEVADA, a
Nevada corporation dba PDS GAMING, its successors and assigns ("Lessor"), and
PIONEER HOTEL, INC., a Nevada corporation ("Lessee"), dated December 29, 2000.
1. DEFINITIONS. Terms not otherwise defined in this Lease Schedule shall
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have the meaning attributed to such terms in the Lease.
2. DESCRIPTION OF EQUIPMENT. The equipment listed on Attachment "A" to
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this Lease Schedule (the "Equipment") is added to the equipment leased under the
Lease and made subject to the provisions of the Lease. The capitalized cost of
the Equipment is $2,500,000.00 ("Capitalized Equipment Cost").
3. COMMENCEMENT DATE. The Commencement Date for the Equipment leased
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under this Lease Schedule shall be the Acceptance Date set forth in the
Certificate of Delivery, Installation and Acceptance executed by Lessee in
connection with this Lease Schedule.
4. TERM. The Term shall commence on the Commencement Date and shall
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continue for 48 consecutive months. Except for an early termination as a result
of Lessee's exercise of the Purchase Option, this Lease Schedule shall be non-
cancelable for the duration of the Term or any Renewal Term (defined below).
5. BASIC RENT AND PAYMENTS. The Basic Rent due each month during the Term
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for the Equipment is as follows:
a. The first payment of basic rent (not including applicable
taxes) under this Lease Schedule in an amount equal to $59,365.74 ("Basic Rent")
shall be initially due and payable on the Commencement Date.
b. Subsequent to the first payment, Lessor shall invoice Lessee
(based on a pro-rata daily rental rate) to effectuate a change in the initial
Basic Rent due date to the [_] 1/st/ / [_] 15/th/ (check one) day of the month.
c. The second payment of Basic Rent shall be due and payable on
the same calendar day of the subsequent month. All remaining payments of Basic
Rent shall be due and payable on the same calendar day of each month for the
remainder of the Term.
d. In addition to the monthly Basic Rent due as set forth
above, Lessee agrees to pay and indemnify Lessor for, and hold Lessor harmless
from and against all taxes, assessments, fees and charges (hereinafter called
"Imposts") together with any penalties, fines or interest thereon levied and
imposed by any governmental agency or unit (state, local, federal, domestic or
foreign), regardless of party assessed against: (i) with respect to the Lease or
this Lease Schedule; (ii) upon the Equipment, its value or any interest of
Lessor and/or Lessee therein; (iii) upon or on account of any sale, rental,
purchase, ownership, possession, use, operation, maintenance, delivery or return
of the Equipment, or value added thereto, other than taxes imposed on or
measured by the net income or capital of Lessor. The amount of the Impost shall
be Supplemental Rent to be paid by Lessee upon Lessor's demand. If any Impost
relates to a period during the Term (as defined above), Renewal Term (defined
below) or Automatic Renewal Term (defined below) (no matter when it is assessed)
then Lessee's liability for such Impost shall continue, notwithstanding the
expiration or termination of the Lease or this Lease Schedule, until all such
Imposts are paid in full by Lessee.
6. OPTIONS AND NOTICE.
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a. If Lessee has not been in default under the Term (as defined
above), Renewal Term (defined below) or Automatic Renewal Term (defined below)
of the Lease or this Lease Schedule, Lessor grants Lessee the following
option(s):
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(i) Purchase Option: At the expiration of the Term,
Renewal Term or Automatic Renewal Term or in the event of an early termination
as a result of Lessee exercising the Purchase Option (each a "Termination
Event"), Lessee may purchase all but not less than all of the Equipment
described in the Lease Schedule for the fair market value of the Equipment as of
the date of Termination Event. The fair market value shall be mutually agreed
upon by PDS and Lessee, or if no fair market value can be agreed upon, the fair
market value shall be determined by an independent appraiser mutually selected
by PDS and Lessee. At any time during the Term, Renewal Term or Automatic
Renewal Term, Lessee shall have the right to exercise the Purchase Option. At
least five (5) days prior to Lessee's anticipated purchase of the Equipment,
Lessee shall give written notice to PDS of Lessee's election to exercise the
Purchase Option.
(ii) Renewal Option: At the expiration of the Term, Lessee
may renew the Lease Term for a period of 12 months ("Renewal Term") at the then
fair market rental. The fair market rental shall be mutually agreed upon by PDS
and Lessee, or if no fair market rental can by agreed upon, than the Lessee
shall either Purchase the Equipment pursuant to Section 6 a. (i) or return the
Equipment.
(iii) Option to Return Equipment: At the expiration of the
Term, Renewal Term or Automatic Renewal Term, Lessee may return the Equipment to
Lessor at a facility designated by Lessor, according to the terms of the Lease.
b. Unless otherwise specified above, Lessee must give written
notice of the exercise of any option 120 days prior to the expiration of a term.
If written notice of exercise of any Purchase Option or Renewal Option is not
received within a notification period as specified herein, the applicable term
shall be automatically renewed for an additional 120 days at the most recent
Basic Rent as set forth under the Lease Schedule (the "Automatic Renewal Term").
Upon timely receipt of such notice of exercise, receipt of the payment of all
Rent due under the Lease and payment of the Exercise Price, Lessor will, with
exercise of the Purchase Option, execute and deliver to Lessee a Xxxx of Sale
for the Equipment described in the Lease Schedule. Upon failure of the Lessor to
so deliver a Xxxx of Sale, this Option 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, Renewal Term or
Automatic Renewal Term. If Lessee has not been in default under the terms of the
Lease at the expiration of the Term, Renewal Term or Automatic Renewal Term,
Lessee may, upon 120 days advance written notice, notify Lessor of its decision
to terminate the Lease Schedule and thereupon 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.
c. 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 whatsoever arising out of the purchase
of the Equipment.
7. INCORPORATION OF LEASE. All of the provisions of the Lease are
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incorporated by reference herein as if set forth fully herein.
Dated: December 29, 2000
LESSEE: LESSOR:
By: /s/ Xxxxxx X. Land By: /s/ Xxxxx Xxxxxx
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(Authorized Officer) (Authorized Officer)
Print Name: Xxxxxx X. Land Print Name: Xxxxx Xxxxxx
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Title: SVP & CFO Title: President
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