Exhibit 10.4
PNC LEASING, LLC
SCHEDULE OF LEASED EQUIPMENT [PNCBANK LOGO]
(CONDITIONAL SALE)
SCHEDULE NUMBER: 2248-003
MASTER LEASE AGREEMENT NO.: 2248
MASTER LEASE AGREEMENT DATE: JANUARY 31, 2000
LESSEE: MOUNTAINEER PARK, INC. SUPPLIERS: CASINO DATA SYSTEMS
STATE ROUTE 2 3300 XXXXXXXX DRIVE
P.O. BOX 358 LAS VEGAS, NV 89118
CHESTER, WV 26034
SUNRISE EQUIPMENT CO.
0000 XXXXXXX XXXX, X.X.
CANTON, OH 44706
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
_________ day of April, 2001.
LESSOR: PNC LEASING, LLC LESSEE: MOUNTAINEER PARK, INC.
BY: ______________________________ BY: ____________________________
TITLE: ___________________________ TITLE: _________________________
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