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EXHIBIT 10.24
BUYER: 000 XXXXXX XXX. LIMITED PARTNERSHIP
dba JUBILEE CASINO
[I.G.T. LOGO]
SALES ORDER NO. CO 5354
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000 XXXXXXXXXX XXXX, XXXXXX, XX 00000
IGT-Colorado, Corporation agrees to sell and Buyer agrees to accept and purchase
the equipment ("Equipment") specified on the foregoing pages of this sales
order contract.
Unit prices and specifications of the Equipment shall be as set forth above
and any written amendments hereto signed by both parties. Serial numbers shall
be provided by IGT at time of installation. Any blank below filled in with
"N/A" shall mean the term is not applicable and not a part of this agreement.
FIXED CF INITIAL
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The total purchase price of the Equipment together with sales tax is $915,387.78
("Purchase Price"). Interest shall be at rate equal to 12% per annum.
CF INITIAL
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1. DOWN PAYMENT/CREDITS:
a. A cash down payment of $N/A shall be received by IGT prior to
delivery of any portion of the Equipment purchased.
b. A total trade-in credit of $N/A shall be applied against the
Purchase Price, for used Equipment to be forthwith transferred by
Buyer to IGT free and clear of any liens or encumbrances.
2. BALANCE OF PURCHASE PRICE: The remaining balance of the Purchase Price
after deduction for any down payment or credit(s) shall be due and payable
as specified below:
CF INITIAL
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a. In 47 consecutive monthly installments of $24,105.67, and a final
monthly payment of any outstanding principal and interest due on the
last month. The first installment shall be due 30 days following
installation of one-half the units of Equipment purchased
under this Agreement, and all following installments shall be due on
the same day of each month thereafter.
CF INITIAL CF INITIAL
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3. I ACKNOWLEDGE THAT I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS AS
FILLED OUT ABOVE AND AS SET FORTH ON THE REVERSE SIDE. THIS SALES ORDER
CONTRACT ("AGREEMENT") IS NOT BINDING UNTIL SIGNED BY THE AUTHORIZED
REPRESENTATIVES OF BUYER AND IGT.
BUYER:
000 XXXXXX XXX. LIMITED PARTNERSHIP
dba JUBILEE CASINO
DATED this _____ day of _______, 19__.
BUYER IGT
By: Xxxxx Xxxxxxx By:
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Title: CEO Title:
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Authorized Representative Authorized Representative
All obligations of Buyer hereunder
are hereby guaranteed by:
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(Name)
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(Signature) GUARANTOR
Page
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ACCOUNTING
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A. INTEREST COMPUTATION:
Except as provided in paragraph F below, interest shall be computed on
a 365-day year and shall be as specified above and shall commence accruing
on the first day following installation of the Equipment purchased
hereunder. In the event that portions of the Equipment are installed on
different dates, interest shall accrue only on the portions of the Purchase
Price attributable to units of Equipment actually installed.
CF INITIAL PLEASE INITIAL
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B. INSTALLATION:
IGT shall install the Equipment on, or within a reasonable time
following, the Promise Date specified in the IGT Sales Order. IGT may, at
is option, install portions of the purchased Equipment on separate dates as
warranted by availability and scheduling of installation personnel. Buyer
agrees to installation and continuous operation of the Equipment in the
main public gaming areas of Buyer's business premises during the term of
this Agreement.
C. WARRANTY, DISCLAIMERS AND LIMITATIONS OF LIABILITY:
IGT WARRANTS THAT FOR A PERIOD OF 90 DAYS FOLLOWING INSTALLATION,
EQUIPMENT PURCHASED HEREUNDER WILL BE FREE FROM DEFECTS AND IN GOOD WORKING
ORDER. IGT SHALL PROVIDE REMEDIAL MAINTENANCE AND SERVICING FOR THE
SPECIFIED WARRANTY PERIOD. BUYER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT
OF DEFECT IS EXPRESSLY LIMITED TO THE RESTORATION OF THE EQUIPMENT TO GOOD
WORKING CONDITION BY ADJUSTMENT, REPAIR OR REPLACEMENT OF DEFECTIVE PARTS,
AT IGT'S ELECTION. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THERE
ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO
AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING
SUITABILITY FOR USE, PERFORMANCE OR PERCENTAGE HOLD OF THE EQUIPMENT SHALL
BE OR BE DEEMED TO BE A WARRANTY OF IGT FOR ANY PURPOSE. IN NO EVENT SHALL
IGT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING LOSS OF PROFITS, ARISING OUT OF ANY BREACH OF THIS AGREEMENT.
D. SECURITY INTEREST:
Buyer hereby grants to IGT a purchase money security interest in the
Equipment, and in the proceeds, proceeds of sale, drop and Net Win of the
Equipment, to secure the performance and payment of sums due under this
Agreement. Buyer agrees to sign appropriate documents to perfect IGT's
security interest. Buyer shall not, without prior written consent of IGT,
its successors or assigns, sell, lease, encumber, or otherwise alienate the
Equipment or any part thereof until all of Buyer's obligations under this
Agreement have been fully satisfied. Buyer shall, at its own cost and
expense, pay as they become due, all taxes, fees, assessments levied or
assessed on the Equipment. IGT may enter upon Buyer's premises at any
reasonable hour and inspect the Equipment.
E. LOSS OR DAMAGE:
Buyer assumes all risk of loss of, and damage to, the Equipment
following delivery by IGT, and Buyer shall not be released from any
obligations under this Agreement because of any loss, damage or disrepair
suffered by the Equipment. Buyer agrees to: (1) maintain the Equipment in
good order and repair, and not permit misuse, waste, or undue deterioration
of the Equipment; (2) at its own cost and expense, keep the Equipment
insured for its full insurable value by insurance policy acceptable to IGT
which shall name IGT, its successors and assigns, as the insured and shall
provide for 30 days prior written notice of cancellation to IGT, its
successors and assigns. Buyer shall, upon request, furnish a certificate
evidencing the required insurance coverage.
F. DEFAULT:
Buyer shall be deemed in default under this Agreement upon the
occurrence of any one of the following: (1) Failure of Buyer to make any
payment within ten (10) days of its due date or failure to perform any
other obligation under this Agreement within thirty (30) days after receipt
of written notice of default and failure to cure; (2) Any representation or
statement made or furnished to IGT by Buyer in any financial or credit
statement or application for credit made prior to this Agreement, proves to
have been false in any material respect when made or furnished; (3) Loss,
theft, destruction, seizure, attachment or unauthorized sale or encumbrance
of any of the Equipment; (4) Death, dissolution, insolvency, appointment of
a receiver for, or commencement of any proceeding under any bankruptcy or
insolvency laws by or against Buyer; (5) Expiration or revocation of any
gaming license of Buyer; (6) Sale, or any other transfer of Buyer's rights
to possession of Buyer's business premises, for any reason, which results
in cessation of operation of the Equipment for a period of 30 days. In the
event of default, IGT may, at is option and without demand or notice to
Buyer, declare all amounts remaining unpaid under this Agreement
immediately due and payable and interest shall accrue on the outstanding
principal and interest balance at a rate of 1.5% per month, which is 18%
per annum, until paid in full and IGT shall be entitled to recover attorney
fees and any other costs of collection. IGT shall have all rights and
remedies afforded to a secured party pursuant to the provisions of Article
9 of the Uniform Commercial Code. No waiver by IGT, its successors or
assigns, of any default including but not limited to acceptance of late
payment after the same is due, shall operate as a waiver of any other
default or of the same default on a future occasion. Time is of the essence.
G. APPLICABLE LAW:
This Agreement shall be subject to and construed according to the laws
of Colorado. Buyer agrees that any use or subsequent transfer by Buyer of
the Equipment shall strictly comply with all applicable laws.
H. MODIFICATION, ASSIGNMENT:
This Agreement shall not be modified except in writing, signed by both
parties. Buyer shall not assign, transfer, pledge, hypothecate or otherwise
dispose of this Agreement, or any interest herein, nor shall Buyer sublet,
lend, or permit the Equipment sold hereunder to be used by anyone other
than Buyer without the prior consent of IGT. IGT may assign any or all of
its rights under this Agreement, and Buyer shall not assert against any
such assignee any defense, counterclaim or offset that Buyer may have
against IGT. Subject to the foregoing, this Agreement shall inure to the
benefit of and is binding upon the heirs, legatees, personal
representatives, successors and assigns of the parties hereto. The complete
and exclusive statement of the agreement between the parties relating to
the Equipment shall consist of this Agreement, which supersedes all prior
understandings of the parties. Buyer acknowledges all blanks in this
Agreement have been completed or marked "N/A" prior to Buyer's execution of
this Agreement.
