EXHIBIT 10.9
PNC LEASING, LLC
SCHEDULE OF LEASED EQUIPMENT [PNC BANK LOGO]
(CONDITIONAL SALE)
SCHEDULE NUMBER: 02248-008
MASTER LEASE AGREEMENT NO.: 02248
MASTER LEASE AGREEMENT DATE: JANUARY 31, 2000
LESSEE: MOUNTAINEER PARK, INC. SUPPLIER: INTERNATIONAL GAME TECHNOLOGY
STATE ROUTE 2 9295 PROTOTYPE DRIVE
P.O. BOX 358 RENO NV 89511
CHESTER, WV 26034
1. SCHEDULE. This Schedule of Leased Equipment ("SCHEDULE") is hereby made a
part of the Lease referenced above between the undersigned Lessor and
Lessee, the terms and conditions of which are incorporated herein by
reference.
2. EQUIPMENT. The Equipment subject to the Lease is described on the
Supplement to Schedule of Leased Equipment ("SUPPLEMENT") attached hereto
and incorporated herein, and includes all additions and accessions thereto,
substitutions therefor and replacements thereto but does not include any
earnings, revenues, cash and/or other proceeds generated from the Equipment
or other such interest derived from or by the Equipment.
3. TITLE OF EQUIPMENT. At Lessee's request, Xxxxxx has purchased the Equipment
as a buyer in the ordinary course of business for value. Title to the
Equipment shall remain with Lessor at all times. Lessee shall have no
right, title or interest in or to the Equipment except as expressly set
forth in the Lease.
4. EQUIPMENT LOCATION. The Equipment shall be located at the address stated in
the Supplement and shall not be removed without Xxxxxx's prior written
consent.
5. INTERIM RENTAL TERM. The interim rental term as respects the Equipment
described herein shall commence on the date of Xxxxxx's first advance of
funds for the purchase of the Equipment and shall terminate on the day
before the commencement of the base lease term.
6. NOTICES. Except as otherwise provided in the Lease, all notices, demands,
requests, consents, approvals and other communications required or
permitted hereunder must be in writing and will be effective upon receipt.
Such notices and other communications, may be hand-delivered, sent by
facsimile transmission with confirmation of delivery and a copy sent by
first-class mail, or sent by nationally recognized overnight courier
service, to a party's address set forth in the Lease or to such other
address as any party may give to the other in writing for such purpose with
a copy to their respective counsel as follows:
XXXXXX'S COUNSEL: Xxxxx & Xxxxxxx, LLP
0000 X Xxxxxx
Xxxxxxxxxx, X.X. 00000
ATTENTION: Xxxxxx X. Xxxxx
Xxxxxxxxx: (000) 000-0000
XXXXXX'S COUNSEL: Xxxxxx Xxxxxxxxx, P.C.
1500 One XXX Xxxxx
Xxxxxxxxxx, XX 00000
ATTENTION: Xxxxx X. Xxxxx
Xxxxxxxxx: (000) 000-0000
7. LEASE TERM. The base term of the Lease as respects the Equipment is set
forth in the Supplement. Notwithstanding
paragraph 31(f) of the Lease, Lessee shall not have the option to terminate
the Lease prior to the expiration of the base term except as provided in
the Lease. Provided that no Event of Default exists under the Lease, Lessor
may also, but shall not be obligated to, evaluate requests for early
termination. The granting of such requests shall be subject to Xxxxxx's
sole discretion.
8. END OF LEASE PURCHASE. Lessee will purchase all of the Equipment described
in the Schedule at the price specified on Supplement ("PURCHASE PRICE") at
the end of the rental term. The purchase of the Equipment shall occur AS
IS, WHERE IS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER except
that Lessor shall transfer its rights to the Items of Equipment free of any
lien or encumbrance created due to the acts or omissions of the Lessor.
9. [RESERVED]
10. TITLE OF EQUIPMENT. Lessee shall be entitled to claim all depreciation,
cost recovery, and other tax benefits with respect to the Equipment.
11. RETURN OF EQUIPMENT. Upon the occurrence of an Event of Default, upon
demand by Lessor and subject to West Virginia law applicable to gaming
equipment, Lessee shall return the Equipment, freight and insurance
prepaid, to Lessor (or Lessor's nominee) at a location designated by
Lessor. The Equipment and all parts thereto shall be free and clear of all
liens (other than Lessor liens), and shall be free of all residual
materials, cleaned, painted, complete with no missing components or
attachments, and fully operational and able to perform its required task
effectively, without repair or overhaul, within the original tolerances and
specifications set by the manufacturer. Any and all costs of dismantling,
packing and removal of the Equipment shall also be paid by Lessee. If the
Equipment is returned in a condition other than that required, Lessee shall
promptly pay for all necessary repairs.
12. INSURANCE. In addition to the requirements contained in the Lease, the
following insurance requirements shall apply:
LIABILITY COVERAGE:
(a)General liability including/comprehensive form:
premises/operations; products/completed operations; contractual
liability; independent contractors; broad form property damage;
personal injury; and collapse hazard.
(b) Bodily Injury and Property Damage Combined Single Limit Per
Occurrence: $2,000,000.
(c) Fire-legal liability-custody, care or control, each occurrence:
$1,000,000.
PROPERTY COVERAGE: All risk of physical loss; Equipment must be
insured for at least the total original cost.
13. COVENANTS. By executing and delivering to Lessor, the Lessee Acceptance
Certificate contained in the Supplement, Lessee warrants, covenants and agrees
that (a) Lessee has received all of the Equipment described in this Schedule at
the location described in paragraph 4 hereof; (b) Lessee has duly inspected and
accepts such Equipment without reservation; (c) Lessee is unconditionally bound
to pay to Lessor the total rent and other payments due under the Lease, whether
or not the Equipment described herein may now or hereafter become unsatisfactory
in any respect; (d) notwithstanding anything contained herein, Lessor and Lessee
shall continue to have all rights which either of them might otherwise have with
respect to the Equipment described herein against any manufacturer or seller of
the Equipment or any part thereof; and (e) prior to the year 2000, Lessee
reviewed the areas within its business and operations which could be adversely
affected by, and developed a program to address on a timely basis, the risk that
certain computer applications used by Lessee may be unable to recognize and
properly perform date-sensitive functions involving dates prior to and after
December 31, 1999 (the "YEAR 2000 PROBLEM"). The Year 2000 Problem did not
result in, and is not reasonably expected to result in, any material adverse
effect on the business, properties, assets, financial condition, results of
operations or prospects of Lessee, or the ability of Lessee to duly and
punctually pay or perform its obligations hereunder and under the related
documents. The Lessee continues to monitor for effects of the Year 2000 Problem
pursuant to its established program.
WITNESS the due execution hereof with the intent to be legally bound this 30th
day of July, 2002.
LESSOR: PNC LEASING, LLC LESSEE: MOUNTAINEER PARK, INC.
BY: /s/ BY: /s/ Xxxxx X. Xxxxxxxx
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TITLE:------------------------------------ TITLE: President
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