EXHIBIT 10.80
PURCHASE/RENEWAL OPTION
TO LEASE SCHEDULE NO. 1
This Purchase/Renewal Option is attached to and made a part of the Master Lease
Agreement ("Lease") between VIDEOTRONICS, INC., a Nevada corporation ("Lessor"),
and SANTA FE HOTEL, INC., a Nevada corporation ("Lessee") and Lease Schedule No.
1 to Master Lease Agreement ("Schedule No. 1"), each dated September 16, 1996.
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 (a) purchase (the
"Purchase Option") all but not less than all of the Equipment described on the
above Lease Schedule for the sum equal to the fair market value of the Equipment
as of the date of expiration of the Term as determined by an independent
appraiser mutually selected by Lessor and Lessee (the "Exercise Price") or (b)
renew the Lease Term for a period of one year (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
("Notification Period"). If written notice is not received within the
Notification Period, the Lease will be automatically renewed for an additional
180 days at the Basic Rent as set forth under Schedule No. 1. Upon timely
receipt of such notice of exercise, receipt of the payment of all Rent due under
the Lease 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 exercise the Purchase Option or the
Renewal Option, Lessee shall, at Lessor'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.
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:
SANTA FE HOTEL, INC., VIDEOTRONICS, INC.,
a Nevada corporation a Nevada corporation
By: /s/ Xxxxxx X. Land By: /s/ Xxxx Xxxxxx
______________________________ ________________________________
Its: Senior Vice President and CFO Its: President
______________________________ ________________________________
