1
EXHIBIT 10.16
7900-02
LEASE SCHEDULE NO. 1 TO MASTER LEASE AGREEMENT
This Lease Schedule No. 1 is attached to and made a part of the Master
Lease Agreement ("Lease") between PDS FINANCIAL CORPORATION, a Minnesota
corporation ("Lessor"), and THE MAJESTIC STAR CASINO, LLC, an Indiana limited
liability company ("Lessee"), dated September 15, 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 September 15, 1997.
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 $60,951.66 shall be due and payable
on September 15, 1997.
b. Payment of the Basic Rent in the amount of $60,951.66
shall be due on October 15, 1997 and on the 15th day
of each month thereafter through and including August
15, 2001.
c. In addition to the monthly Basic Rent due as set
forth above, in accordance with Section 10.1 of the
Lease, Lessee shall pay Lessor an amount equal to all
applicable taxes, net of any tax credits, which may
be imposed by any Federal, State or local authority
from time to time.
5. All of the provisions of the Lease are incorporated by
reference herein as if set forth fully herein.
Dated: September 15, 1997
LESSEE: LESSOR:
THE MAJESTIC STAR CASINO, LLC, PDS FINANCIAL CORPORATION,
an Indiana limited liability company a Minnesota corporation
By: _____________________________ By: ___________________________
Its: _____________________________ Its: ___________________________
2
7900-04
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, a Minnesota
corporation ("Lessor"), and THE MAJESTIC STAR CASINO, LLC, an Indiana limited
liability company ("Lessee"), dated September 15, 1997.
l. 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 September 15, 1997.
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 $48,062.38 shall be due and payable
on September 15, 1997.
b. Payment of the Basic Rent in the amount of $48,062.38
shall be due on October 15, 1997 and on the 15th day
of each month thereafter through and including August
15, 2001.
c. In addition to the monthly Basic Rent due as set
forth above, in accordance with Section 10.1 of the
Lease, Lessee shall pay Lessor an amount equal to all
applicable taxes, net of any tax credits, which may
be imposed by any Federal, State or local authority
from time to time.
5. All of the provisions of the Lease are incorporated by
reference herein as if set forth fully herein.
Dated: September 15, 1997
LESSEE: LESSOR:
THE MAJESTIC STAR CASINO, LLC, PDS FINANCIAL CORPORATION,
an Indiana limited liability company a Minnesota corporation
By: _____________________________ By: ___________________________
Its: _____________________________ Its: ___________________________
3
7900-05
LEASE SCHEDULE NO. 3 TO MASTER LEASE AGREEMENT
This Lease Schedule No. 3 is attached to and made a part of the Master
Lease Agreement ("Lease") between PDS FINANCIAL CORPORATION, a Minnesota
corporation ("Lessor"), and THE MAJESTIC STAR CASINO, LLC, an Indiana limited
liability company ("Lessee"), dated September 15, 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 September 15, 1997.
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 tile Term for the
Equipment described herein is as follows:
a. The first payment under this Lease Schedule in an
amount equal to $21,387.43 shall be due and payable
on September 15, 1997.
b. Payment of the Basic Rent in the amount of $21,387.43
shall be due on October 15, 1997 and on the 15th day
of each month thereafter through and including August
15, 2001.
c. In addition to the monthly Basic Rent due as set
forth above, in accordance with Section 10.1 of the
Lease, Lessee shall pay Lessor an amount equal to all
applicable taxes, net of any tax credits, which may
be imposed by any Federal, State or local authority
from time to time.
5. All of the provisions of the Lease are incorporated by
reference herein as if set forth fully herein.
Dated: September 15, 1997
LESSEE: LESSOR:
THE MAJESTIC STAR CASINO, LLC, PDS FINANCIAL CORPORATION,
an Indiana limited liability company a Minnesota corporation
By: _____________________________ By: ___________________________
Its: _____________________________ Its: ___________________________
4
AMENDMENT TO SALES ORDERS
DATE: September 15, 1997
PARTIES: Seller: Buyer:
IGT The Majestic Star Casino, LLC d/b/a
0000 Xxxxxxxxx Xxxxx Majestic Star Casino
Xxxx, Xxxxxx 00000 Xxx X. Xxxxxxxxxx Xxxxxx
Xxxx, Xxxxxxx 00000
Assignee:
PDS Financial Corporation
Xxxxx 000
0000 Xxxx Xxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
WHEREAS, The Majestic Star Casino, LLC d/b/a Majestic Star Casino, an
Indiana limited liability company ("Majestic") and IGT, a Nevada corporation
("IGT"), entered into that certain agreement to purchase equipment dated April
5, 1996 referencing Sales Order No. 111513 (the "Sales Order No. 1") as modified
by that certain Modification Of Agreement dated September 12, 1996 (the
"Modification No. 1") and that agreement to purchase equipment dated May 5, 1996
referencing Sales Order No. 112272 (the "Sales Order No. 2") as modified by that
certain Modification Of Agreement Dated September 12, 1996 (the "Modification
No. 2") and that certain agreement to purchase equipment dated April 15, 1996
referencing Sales Order No. 112276 (the "Sales Order No. 3") as modified by that
certain Modification Of Agreement dated September 12, 1996 (the "Modification
No. 3") (Sales Order Xx. 0, Xxxxxxxxxxxx Xx. 0, Sales Order Xx. 0, Xxxxxxxxxxxx
Xx. 0, Sales Order No. 3, and Modification No. 3 are occasionally hereinafter
collectively the "Sales Agreements") for the sale by IGT and the purchase by
Majestic of certain equipment described in the Sales Agreements (the
"Equipment"). The Sales Agreements provide terms and conditions for payment of
the purchase prices for the Equipment as well as other terms and conditions
relating thereto.
WHEREAS, IGT has assigned to PDS Financial Corporation, a Minnesota
corporation ("PDS") all of IGT's right, title and interest in and to the
payments due and to become due under the Sales Agreements and a first priority
perfected purchase money security interest in and to the Equipment but none of
IGT's obligations under the Sales Agreements;
WHEREAS, the parties hereto desire to amend the payment terms under the
Sales Agreements so that the payments due under the Sales Agreements shall be
due and payable as more particularly provided herein; and
WHEREAS Majestic acknowledges and agrees, for valuable consideration,
(a) that this Amendment To Sales Orders ("Amendment") is in substitution and
replacement of the payment terms of the Sales Agreements; (b) that all
capitalized terms in this Amendment, if not defined herein, shall have the
meaning ascribed respectively to such terms in the Sales Agreements; (c) that
all of the provisions of the Sales Agreements are incorporated herein by
reference; and (d) to
5
assume and to pay the payments as evidenced in this Amendment as herein
modified, and to comply with all other terms of the Sales Agreements as hereby
modified, as if such terms were repeated herein, as well as the terms and
provisions of any other documents executed by Majestic in connection herewith
(the Sales Agreements, this Agreement, and any and all documents and instruments
executed in connection therewith and herewith are hereinafter collectively
referred to as the "Collateral Documents").
NOW THEREFORE, for value received, the parties hereto agree as follows:
1. The aforesaid Whereas clauses are incorporated herein as though more
fully stated in their entirety.
2. The terms of payment under the Sales Agreements are amended and
consolidated as follows:
The total amount of indebtedness due under the Sales
Agreements (the "Indebtedness") is THREE MILLION EIGHT HUNDRED
FIVE THOUSAND SEVENTY AND 78/100 DOLLARS ($3,805,070.78)
together with interest on the unpaid principal balance from
and after the date of this Amendment at the annual rate of
interest of eleven and one-half percent (11.5%) per annum
payable in forty-two (42) payments as follows:
(1) On October 15, 1997, there shall be paid an
installment of ONE HUNDRED TEN THOUSAND FOUR HUNDRED
SEVENTY-SEVEN AND 01/100 DOLLARS
($110,477.01) and on the 15th day of each month
thereafter up to and including February 15, 2001,
there shall be paid an installment payment of ONE
HUNDRED TEN THOUSAND FOUR HUNDRED SEVENTY-SEVEN AND
01/100 DOLLARS ($110,477.01).
(2) On March 15, 2001 there shall be paid an installment
payment of ONE HUNDRED TEN THOUSAND FOUR HUNDRED
SEVENTY-SEVEN AND 01/100 DOLLARS ($110,477.01),
together with any unpaid principal balance plus
accrued interest thereon.
(3) The installment payments required to be made monthly
shall be processed through Automated Monthly
Withdrawals (ACH) implemented and maintained by PDS
or PDS's assignee.
(4) Majestic may prepay the balance of the Indebtedness,
in whole but not in part, upon thirty (30) days
advance written
6
notice, so long as Majestic pays a prepayment premium
equal to 2.25% of the outstanding balance as of such
prepayment.
3. Other Terms. In addition to the terms and conditions of the Sales
Agreements, the above amended payment terms are subject to the following terms
and conditions:
(1) The Collateral Documents are in full force and effect
and there are no defaults, or events which with the
giving of notice and the passage of time would
constitute events of default, under the Collateral
Documents.
(2) In the event of any claim concerning the location,
installation or repair, warranties, or use of the
property or any other claim concerning the Equipment,
regardless of cause or consequence, Buyer's sole
remedy, if any, shall be against the manufacturer of
the Equipment.
(3) PDS shall not be liable for any direct, indirect,
incidental, or consequential damages, including but
not limited to loss of use, revenue, or prospective
profits, resulting from operation, use, misuse or
malfunction of the Equipment.
PDS DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND
IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED
WARRANTIES OR MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, DESIGN, CAPACITY, AND
PERFORMANCE, WITH RESPECT TO THE EQUIPMENT, AND ANY
ACCOMPANYING ORAL OR WRITTEN MATERIALS OR
INSTRUCTIONS.
(4) If any provision of this Amendment is held invalid or
unenforceable, it shall be considered deleted from
this Amendment, and such invalidity shall not affect
the other provisions which shall be given effect in
the absence of the invalid provisions, and to this
end, the provisions of this Amendment are declared to
be severable.
(5) Time is of the essence in this Amendment and this
Amendment constitutes the entire agreement between
the parties and may not be amended except in writing
signed by all parties hereto. There are no other
written or oral agreements, representations, or
understandings of any kind. If there is any apparent
inconsistency, ambiguity, or conflict between the
terms of this Amendment and the
7
Sales Agreements, this Amendment shall take
precedence.
(6) Each person executing this Amendment warrants to all
parties hereto that this Amendment contains all
signatures and formalities necessary to bind the
parties hereto and that each person executing this
Amendment is authorized and has received full
authority, approval, and direction to execute and
deliver this Amendment on behalf of the party for
which he signs.
(7) Notwithstanding any other provision in this
Amendment, this Amendment and all of the terms,
conditions, and obligations of this Amendment are
contingent upon the review and approval of this
Amendment by the Indiana Gaming Commission and any
other necessary governmental authority, as well as
their approval of the Equipment; the sale and
shipment of the Equipment by IGT; and for the Buyer
to possess and use the Equipment. The parties
acknowledge and agree that this Amendment is solely
for commercial or business purposes.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed as of the date first above written.
THE MAJESTIC STAR CASINO, LLC, PDS FINANCIAL CORPORATION,
D/B/A MAJESTIC STAR CASINO, a Minnesota corporation
an Indiana limited liability company
By: ________________________________________ By: ________________________________________
Name: ________________________________________ Name:________________________________________
Its: ________________________________________ Its: ________________________________________
Date: ________________________________________ Date:________________________________________
8
IGT, a Nevada corporation
By: ________________________________________
Name: ________________________________________
Its: ________________________________________
Date: ________________________________________
