WITNESSETH:Employment Agreement • March 29th, 2001 • PDS Financial Corp • Finance lessors • Nevada
ARTICLE I DEFINITIONSLoan and Security Agreement • March 24th, 1999 • PDS Financial Corp • Finance lessors • Illinois
PDS GAMING CORPORATION As Issuer AND U.S. BANK TRUST NATIONAL ASSOCIATION As Trustee INDENTUREIndenture • June 21st, 2001 • PDS Gaming Corp • Finance lessors • Minnesota
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 1999 • PDS Financial Corp • Finance lessors • Nevada
PDS FINANCIAL CORPORATION As Issuer AND US BANK TRUST NATIONAL ASSOCIATION As Trustee INDENTUREIndenture • April 30th, 1998 • PDS Financial Corp • Finance lessors • Minnesota
LOAN AGREEMENTLoan Agreement • March 31st, 2000 • PDS Financial Corp • Finance lessors • Nevada
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 9th day of March, 1999, by and between PDS FINANCIAL CORPORATION a Minnesota Corporation, ("Employer"), and Joe S. Rolston, IV ("Employee"), and shall become effective on the...Employment Agreement • May 17th, 1999 • PDS Financial Corp • Finance lessors • Nevada
ARTICLE I APPOINTMENT OF WARRANT AGENT; ISSUANCE, FORM AND EXECUTION OF WARRANT CERTIFICATESWarrant Agreement • April 30th, 1998 • PDS Financial Corp • Finance lessors • Minnesota
ARTICLE I DEFINITIONSLoan and Security Agreement • March 31st, 2000 • PDS Financial Corp • Finance lessors • Nevada
EXHIBIT 10.3 FIRST MODIFICATION OF AGREEMENT FOR TECHNOLOGY TRANSFER, MANUFACTURE, DISTRIBUTION AND AFFECTING PATENT, TRADEMARK AND COPYRIGHTS - DIGIDEAL CORPORATION AND PDS FINANCIAL - 1. PARTIES 1.1 This is a modification, effective as of August 12,...Technology Transfer Agreement • November 12th, 1999 • PDS Financial Corp • Finance lessors
RECITALSPurchase Agreement • November 13th, 2000 • PDS Financial Corp • Finance lessors • Nevada
UNDERWRITING AGREEMENT Miller & Schroeder Financial, Inc. Pillsbury Center South, Suite 300 220 South Sixth Street Minneapolis, MN 55402 Ladies and Gentlemen: PDS Financial Corporation, a Minnesota corporation (the "Company"), hereby confirms its...Underwriting Agreement • April 30th, 1998 • PDS Financial Corp • Finance lessors • Minnesota
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2002 • PDS Gaming Corp • Finance lessors • Nevada
THIS EMPLOYMENT AGREEMENT ("Agreement") is made on February 28, 2002, with an effective date of January 1, 2002 ("Effective Date"), by and between PDS GAMING CORPORATION, a Minnesota corporation, its successors and assigns ("Employer") and JOE S. ROLSTON IV, an individual ("Employee").
BY AND AMONGMaster Loan Agreement • March 31st, 2000 • PDS Financial Corp • Finance lessors • Minnesota
LOAN AGREEMENT ---------------------------------------------------------------- -------------------------------- ---------------------------------------------- -------------------------------------------------- Principal Loan Date Maturity Loan No...Loan Agreement • November 16th, 1998 • PDS Financial Corp • Finance lessors • Nevada
RECITALS --------Amendment and Termination Agreement • November 12th, 2002 • PDS Gaming Corp • Finance lessors • Nevada
LOAN AGREEMENT ---------------------------------------------------------------- -------------------------------- ---------------------------------------------- -------------------------------------------------- Principal Loan Date Maturity Loan No...Loan Agreement • March 30th, 1998 • PDS Financial Corp • Finance lessors • Nevada
ARTICLE I DEFINITIONSLoan and Security Agreement • March 24th, 1999 • PDS Financial Corp • Finance lessors • Illinois
EXHIBIT 10.15 November 11, 1997 Johan P. Finley President and Chief Executive Officer PDS Financial Corporation 6442 City West Parkway Suite 300 Minneapolis, Minnesota 55344 Re: Severance Agreement Dear Johan: This letter will serve to confirm the...Severance Agreement • March 30th, 1998 • PDS Financial Corp • Finance lessors
REMARKETING AND REPURCHASE AGREEMENTRemarketing and Repurchase Agreement • March 29th, 2002 • PDS Gaming Corp • Finance lessors
This Remarketing and Repurchase Agreement ("Agreement") made on by and between TEKBILT, INC., a Pennsylvania corporation ("TEKBILT") with its principal office at 3983 Mann Road, Huntingdon Valley, PA 19006-1805 and PDS GAMING CORPORATION, a Minnesota corporation and its affiliates and subsidiaries, with its principal office at 6171 McLeod Drive, Las Vegas, Nevada 89120-4048 (collectively "PDS").
MASTER LOAN AGREEMENTMaster Loan Agreement • August 14th, 2002 • PDS Gaming Corp • Finance lessors • Nevada
THIS AGREEMENT is made as of May 14, 2002 by and among PDS GAMING CORPORATION, a Minnesota corporation (“PDS”), PDS GAMING CORPORATION-NEVADA, a Nevada corporation (“PDS-NV”), PDS GAMING CORPORATION-MISSISSIPPI, a Mississippi corporation (“PDS-MS”), and PDS GAMING CORPORATION-COLORADO, a Colorado corporation (“PDS-CO”) (PDS, PDS-NV, PDS-MS and PDS-CO are jointly and severally, the “Borrower”) and FIRST STATE BANK OF THERMOPOLIS, a state chartered bank (the “Lead Lender”).
NONRECOURSE PROCEEDS SHARING AGREEMENTNonrecourse Proceeds Sharing Agreement • March 29th, 2002 • PDS Gaming Corp • Finance lessors • New York
THIS NONRECOURSE PROCEEDS SHARING AGREEMENT (the "Agreement") is made on December 31, 2001 by and between HELLER EMX, INC., a Delaware corporation, having an office and place of business at 622 Third Avenue, New York, New York 10017 ("Heller") and PDS GAMING CORPORATION-NEVADA, a Nevada corporation, and PDS GAMING CORPORATION, a Minnesota corporation, having an office and place of business at 6171 McLeod Drive, Las Vegas, Nevada 89120-4040 (collectively "PDS").
Johan P. FinleyGuaranty • March 30th, 2004 • PDS Gaming Corp • Finance lessors • Nevada
This letter sets forth the agreement between Borrower and Guarantor with respect to the above-referenced Note. If the following terms and conditions meet with your approval, please sign this letter where indicated below and return the original to me. Capitalized terms used herein have the meanings ascribed to them in the Guaranty.
AMENDED AND RESTATED AGREEMENT FOR TECHNOLOGY TRANSFER, MANUFACTURE, DISTRIBUTION AND AFFECTING PATENT, TRADEMARK AND COPYRIGHTS (Sovereign Nations) DIGIDEAL CORPORATION AND PDS FINANCIALTechnology Transfer Agreement • May 11th, 2001 • PDS Financial Corp • Finance lessors • Nevada
REVOLVING CREDIT AND SECURITY AGREEMENT BNY FINANCIAL CORPORATION (AS LENDER AND AS AGENT) WITH PDS FINANCIAL CORPORATION AND PDS FINANCIAL CORPORATION- NEVADA (BORROWERS) April 9, 1997 Table of ContentsRevolving Credit and Security Agreement • March 30th, 1998 • PDS Financial Corp • Finance lessors • New York
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 17th, 2004 • PDS Gaming Corp • Finance lessors • Nevada
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 14, 2004 (this “Agreement”), is entered into by and among PDS Gaming Corporation, a Minnesota corporation (the “Company”), PDS Holding Co., LLC, a Nevada limited liability company (“Parent”), and PDS Acquisition Sub, LLC, a Nevada limited liability company of which Parent is the sole member (“Merger Sub”).
LOAN AGREEMENT Dated as of March 11, 2004 by and among PDS GAMING CORPORATION PDS GAMING CORPORATION – NEVADA PDS GAMING CORPORATION – COLORADO and PDS GAMING CORPORATION – MISSISSIPPI, as Borrowers THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as...Loan Agreement • March 30th, 2004 • PDS Gaming Corp • Finance lessors • New York
This LOAN AGREEMENT (this “Agreement”), dated as of March 11, 2004, is made by and among PDS GAMING CORPORATION, a Minnesota corporation (“PDS”), PDS GAMING CORPORATION – NEVADA, a Nevada corporation (“PDS-NV”), PDS GAMING CORPORATION – COLORADO, a Colorado corporation (“PDS-CO”), PDS GAMING CORPORATION – MISSISSIPPI, a Mississippi corporation (“PDS-MS”, and together with PDS, PDS-NV and PDS-CO, “Borrowers”, and each a “Borrower”), the financial institutions from time to time party hereto as lenders (“Lenders”, each a “Lender”) and COCHRAN ROAD, LLC, a Delaware limited liability company, as agent for Lenders (in such capacity and together with its successors in such capacity, “Agent”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • March 30th, 2004 • PDS Gaming Corp • Finance lessors • Pennsylvania
This Settlement Agreement and Release (hereinafter referred to as the “Settlement Agreement”) is made and entered into by and between PDS GAMING CORPORATION (hereinafter “PDS”) and TEKBILT, INC. (hereinafter “TEKBILT”) as of the 24th day of February, 2004.
LICENSE AGREEMENTLicense Agreement • March 29th, 2002 • PDS Gaming Corp • Finance lessors • Nevada
THIS LICENSE AGREEMENT ("Agreement") is made on March 20, 2001 ("Effective Date"), by and between PDS FINANCIAL CORPORATION, a Minnesota corporation and its affiliates and subsidiaries dba PDS GAMING, and their successors and assigns ("PDS") whose address is 6171 McLeod Drive, Las Vegas, NV 89120-4048, and ACTION GAMING, INC., a Nevada corporation ("Action Gaming"), whose address is 2116 Redbird Drive, Las Vegas, NV 89134.
GUARANTY DATED: February 24, 2004Guaranty • March 30th, 2004 • PDS Gaming Corp • Finance lessors • Nevada
As used in this Guaranty, the following terms and expressions have the respective meanings indicated opposite each of them; where the meaning of any term is stated to be “None”, provisions involving the application of that term shall be disregarded:
AMENDMENT AND TERMINATION AGREEMENTConsulting Agreement • May 15th, 2002 • PDS Gaming Corp • Finance lessors • Nevada
THIS AMENDMENT AND TERMINATION AGREEMENT (“Termination Agreement”) is made on May 3, 2002 (“Effective Date”), by and between PDS GAMING CORPORATION formerly PDS Financial Corporation, a Minnesota corporation, its successors and assigns (“PDS”), whose address is 6171 McLeod Drive, Las Vegas, NV 89120-4048, and DIGIDEAL CORPORATION, a Nevada corporation (“DigiDeal”), whose address is East 5207 Third Avenue, Spokane, WA 99212 (each a “Party” and collectively the “Parties”).
QuickLinks -- Click here to rapidly navigate through this documentNote Purchase Agreement • March 29th, 2002 • PDS Gaming Corp • Finance lessors • North Dakota
THIS NOTE HAS NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY BE OFFERED AND SOLD IN THE UNITED STATES ONLY TO PERSONS REASONABLY BELIEVED TO BE "ACCREDITED INVESTORS" AND CERTAIN INSTITUTIONAL "ACCREDITED INVESTORS" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT ("INSTITUTIONAL ACCREDITED INVESTORS"). THE NOTE MAY NOT BE OFFERED OR SOLD AND IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN. PRIOR TO PURCHASING THE NOTE, PURCHASER SHOULD CONSULT COUNSEL WITH RESPECT TO THE RESTRICTIONS ON RESALE OR TRANSFER OF THE NOTE.
DISTRIBUTOR AGREEMENT BY AND BETWEEN TEKBILT, INC. AND PDS GAMING CORPORATIONDistributor Agreement • March 29th, 2002 • PDS Gaming Corp • Finance lessors • Pennsylvania
THIS AGREEMENT ("Agreement") is made as of the Effective Date set forth below between TEKBILT, INC., a Pennsylvania corporation and its affiliates, successors and assigns (collectively "TEKBILT"), and PDS Gaming Corporation, a Minnesota corporation and its affiliates, subsidiaries, successors and assigns (collectively "Distributor").
MASTER LOAN AGREEMENTLoan Agreement • November 13th, 2001 • PDS Gaming Corp • Finance lessors • Minnesota
THIS AGREEMENT is made as of August 6, 2001, by and among PDS GAMING CORPORATION, a Minnesota corporation ("PDS"), PDS GAMING CORPORATION-NEVADA, a Nevada corporation ("PDS-Nevada"), PDS FINANCIAL CORPORATION-MISSISSIPPI, a Mississippi corporation ("PDS-MS"), and PDS GAMING CORPORATION-COLORADO, a Colorado corporation ("PDS-CO") (PDS, PDS-Nevada, PDS-MS and PDS-CO are jointly and severally, the "Borrower") and Bremer Business Finance Corporation, a Minnesota corporation (the "Lead Lender").
LOAN AND SECURITY AGREEMENT (Full Recourse)Loan and Security Agreement • November 13th, 2001 • PDS Gaming Corp • Finance lessors
This Loan and Security Agreement ("Agreement") is entered into as of July 26, 2001 between PDS Gaming Corporation—Nevada a Nevada corporation ("Borrower"), having its principal place of business at 6171 McLeod Drive, Las Vegas, Nevada 89120, and Sun West Bank, a Nevada corporation ("Lender") having its principal place of business at 5830 W. Flamingo Road, Las Vegas, NV 89103.
