AMENDMENT TO MASTER LEASE AGREEMENT
This Amendment to Master Lease Agreement ("Amendment") is made this 1st
day of August, 1997 by and between PDS Financial Corporation-Nevada ("Lessor")
and Four Queens, Inc. ("Lessee").
WHEREAS, Lessee and Lessor entered into that certain Master Lease
Agreement dated May 1, 1997 (the "Lease"), whereby Lessor leased to Lessee
certain equipment defined in the Lease; and
WHEREAS, the parties hereto desire to amend the Lease as set forth
herein.
NOW, THEREFORE, in consideration of the foregoing and for such other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Paragraph 16.2(i) of the Lease is hereby amended to read as follows:
Declare due and payable immediately the entire amount of rent
and all other amounts remaining to be paid over the balance of
the term plus the anticipated residual value of the Equipment
at the expiration of the term of the Lease, discounted to the
date of default at six percent (6%) per annum, plus interest
thereon at twelve percent (12%) from the date of default until
paid.
2. The first sentence of Paragraph 14.2 shall be deleted in its
entirety and in lieu thereof the same language shall be added
to Paragraph 14.2 in bold print as follows:
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
Xxxxx Xxxxxxx or any entity which is controlled by Xx. Xxxxxxx
and is capitalized at a level which is acceptable to Lessor at
Lessor's sole discretion.
3. Except as provided herein, all of the terms and conditions of
the Lease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment on the date first above-written.
FOUR QUEENS, INC. PDS FINANCIAL CORPORATION-NEVADA
By:______________________________ By:_________________________________
Its:______________________________ Its:________________________________
LEASE SCHEDULE NO. 2 TO MASTER LEASE AGREEMENT
This Lease Schedule No. 2 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 $4,796.43 shall be due and payable on
September 1, 1997.
b. Payment of the Basic Rent in the amount of $4,796.43
shall be due and payable on October 1, 1997 and on
the 1st day of each month thereafter for 47
consecutive months through and including August 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, provided
however, Nevada state sales tax shall be paid be
Lessor and invoiced to Lessee as provided in section
10.2 of the Master Lease Agreement, as amended by
paragraph 1 of the Rider No. 1 to Master Lease
Agreement.
5. All of the provisions of the Lease are incorporated by
reference herein as if set forth fully herein.
Dated: Xxxxxx 0, 0000
XXXXXX: 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. 2
This Purchase/Renewal Option ("Purchase/Renewal Option") is attached to and made
a part of Lease Schedule No. 2 dated August 1, 1997 ("Lease Schedule") and the
Master Lease Agreement dated May 1, 1997 ("Lease") between PDS FINANCIAL
CORPORATION-NEVADA, a Nevada corporation ("Lessor"), and FOUR QUEENS, INC., a
Nevada corporation ("Lessee").
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 either (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 Xxxx of Sale for the Equipment
described in the Lease Schedule. Upon failure of the Lessor to so deliver a Xxxx
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:____________________________________
Exhibit 1
PDS FINANCIAL CORPORATION
PAYOFF SCHEDULE
% of new
07/01/97 100.0%
1 08/01/97 97.6%
2 09/01/97 96.2%
3 10/01/97 94.9%
4 11/01/97 93.5%
5 12/01/97 92.0%
6 01/01/98 90.6%
7 02/01/98 89.2%
8 03/01/98 87.7%
9 04/01/98 86.2%
10 05/01/98 84.8%
11 06/01/98 83.2%
12 07/01/98 81.7%
13 08/01/98 80.2%
14 09/01/98 78.6%
15 10/01/98 77.1%
16 11/01/98 75.5%
17 12/01/98 73.9%
18 01/01/99 72.3%
19 02/01/99 70.6%
20 03/01/99 69.0%
21 04/01/99 67.3%
22 05/01/99 65.6%
23 06/01/99 63.9%
24 07/01/99 62.2%
25 08/01/99 60.5%
26 09/01/99 58.7%
27 10/01/99 56.9%
28 11/01/99 55.1%
29 12/01/99 53.3%
30 01/01/00 51.5%
31 02/01/00 49.6%
32 03/01/00 47.8%
33 04/01/00 45.9%
34 05/01/00 44.0%
35 06/01/00 42.0%
36 07/01/00 40.1%
37 08/01/00 38.1%
38 09/01/00 36.1%
39 10/01/00 34.1%
40 11/01/00 32.1%
41 12/01/00 30.0%
42 01/01/01 27.9%
43 02/01/01 25.8%
44 03/01/01 23.7%
45 04/01/01 21.6%
46 05/01/01 19.4%
47 06/01/01 17.2%
48 07/01/01 15.0%
The payment dates and percentages set forth xxxxx reflect the amounts which
would be due and payable after Lessor or Lessor's assignees's receipt of each
monthly lease payment
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. 2 thereto dated of even date therewith
PREMISES: Four Queens Hotel & Casino
000 Xxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Equipment
Lessee hereby certifies that the items of Equipment described in the
Lease (and attached hereto as Attachment A to the Lease Schedule No. 2 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 August 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 August, 1997
by its authorized representative.
FOUR QUEENS, INC.,
a Nevada corporation
By:____________________________
Its:___________________________
Four Queens
File No. 3001-04
Attachment 'A' for Schedule # 2
This Attachment "A" is attached to and made a part of the Master Lease Agreement
dated May 1, 1997 and Lease Schedule No. 2 dated August 1, 1997 between PDS
Financial Corporation-Nevada, a Nevada corporation ("Lessor"), and Four Queens,
Inc., a Nevada corporation ("Lessee").
Description:
29 - NEW IGT SLOT MACHINES WITH IBA & IPT
QUANTITY SERIAL NUMBER MANUFACTURER YEAR DESCRIPTION MODEL / PART #
-------- ------------- ------------ ---- ----------- --------------
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 S+ Upright, Wide Body, IBA & IPT 96400500
1 IGT 1997 PE+ Upright Pokers, IBA & IPT 96403900
1 IGT 1997 PE+ Upright Pokers, IBA & IPT 96403900
1 IGT 1997 PE+ Upright Pokers, IBA & IPT 96403900
1 IGT 1997 PE+ Upright Pokers, IBA & IPT 96403900
1 IGT 1997 PE+ Upright Pokers, IBA & IPT 96403900
1 IGT 1997 PE+ Upright Pokers, IBA & IPT 96403900
1 IGT 1997 PE+ Upright Pokers, IBA & IPT 96403900
1 IGT 1997 13" Winners Choice Upright IBA & IPT 96407800
1 IGT 1997 13" Winners Choice Upright IBA & IPT 96407800
1 IGT 1997 13" Winners Choice Upright IBA & IPT 96407800
1 IGT 1997 13" Winners Choice Upright IBA & IPT 96407800
1 IGT 1997 13" Winners Choice Upright IBA & IPT 96407800
1 IGT 1997 13" Winners Choice Upright IBA & IPT 96407800
Dated: August 1, 1997
LESSEE: LESSOR:
FOUR QUEENS, INC., PDS FINANCIAL CORPORATION-NEVADA,
a Nevada corporation a Nevada corporation
By:__________________________ By:___________________________________
Its: ________________________ Its: _________________________________
GUARANTY
August 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 May 1, 1997 ("Lease Agreement") and Lease Schedule
No. 2 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 xxxxx 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:________________________________
CERTIFICATE OF GUARANTOR
I, the undersigned, do hereby certify that I am the
_______________________________ 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 ___________________, 19____, the following resolutions were
adopted:
WHEREAS, PDS Financial Corporation-Nevada, a Nevada corporation
("Lessor") has leased certain equipment and personal property
("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
___________________, 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 lease:
Lease Description: 3001-04
Original Lease Amount: $200,633.25
Payment Date: September 1, 1997
Payment Amount: $4,796.43
Effective Date: August 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.
000 Xxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
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
This is an informational filing pursuant to NRS 104.9408 and relates to
equipment which is the subject of a true lease. Debtor grants to Secured Party a
security interest in and to 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. 2 thereto dated August 1, 1997 (collectively, the
"Lease"), by and between Secured Party, as lessor, and Debtor, as lessee,
including the equipment described in Exhibit "A" (the "Equipment") attached
hereto and all of Debtor's interest in and to the following:
1. All security deposits, holdbacks, reserves and other monies
belonging or payable to lessee in connection with the Lease
and the Equipment; and
2. All accounts, chattel paper, contract rights, documents,
equipment, fixtures, general intangibles (patents, copyrights,
tradenames and trademarks), goods, instruments and inventory
pertaining to the Lease and the Equipment; and
3. All accessions, accessories, additions, amendments,
attachments, modifications, replacements and substitutions to
any of the foregoing; and
4. All proceeds and products of any of the foregoing; and
5. All policies of insurance pertaining to any of the foregoing
as well as any proceeds pertaining to such policies; and
6. All books and records pertaining to any of the foregoing.
