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EXHIBIT 10.10
PNC LEASING, LLC
SUPPLEMENT TO SCHEDULE OF LEASED EQUIPMENT PNC BANK
(CONDITIONAL SALE)
SCHEDULE NUMBER: 02248-008
SCHEDULE DATE: JULY 30, 2002
MASTER LEASE AGREEMENT NUMBER: 02248
MASTER LEASE AGREEMENT DATE: JANUARY 31, 2000
1. SUPPLEMENT: This Supplement is attached to and made a part of that certain
Schedule of Leased Equipment as described above between PNC LEASING, LLC as
Lessor and MOUNTAINEER PARK, INC. as Lessee, which Schedule is incorporated
in and made a part of the Master Lease Agreement between the Lessor and
Lessee, which is herein referred to as the "Lease."
2. EQUIPMENT DESCRIPTION AND LOCATION: See Equipment descriptions and
locations on Exhibit A, attached hereto and made a part hereof. The
Equipment described on the original copy of Exhibit A in Lessor's
possession shall be conclusively presumed to be true and correct.
3. CAPITALIZED COSTS:
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<Caption>
EQUIPMENT COST UPFRONT SALES TAX TOTAL
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$3,365,764.38 $0 $3,365,764.38
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</Table>
4. BASE LEASE TERM: The base term of the Lease for the Equipment described in
this Supplement No. 008 is 36 months, commencing on JULY______, 2002 and
terminating on JULY ______, 2005 unless sooner terminated under the Lease.
5. RENT: Total rent of $3,631,121.64 exclusive of applicable sales taxes, is
due and payable in advance as follows:
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<Caption>
NUMBER AND TYPE DATE PAYMENTS AMOUNT OF DATE PAYMENTS
OF PAYMENTS COMMENCE PAYMENTS TERMINATE
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( 36 ) monthly payments JULY _____, 2002 $100,864.49 JUNE _____,2005
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Purchase Price JUNE ______,2005 $ 1.00 JUNE ____, 2005
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6. LESSEE'S AUTHORIZATION: Lessee authorizes Lessor to complete the
information in Item 5 hereof at the time of commencement of the base lease
term.
LESSEE ACCEPTANCE CERTIFICATE
This Lessee Acceptance Certificate ("Acceptance") is hereby made a part of the
Lease referenced above between the undersigned Lessor and Lessee. All terms and
conditions of the Lease are incorporated herein by reference.
All of the Equipment on Exhibit A was received by us and is in good order and
condition, installed to our satisfaction and acceptable to us. We reaffirm all
of the terms of Paragraph 9 of the Lease.
The invoice(s) covering the Equipment have been paid in full in the amount(s)
shown thereon. We represent and warrant (a) that the representations and
warranties as set forth in paragraph 25 of the Lease are true and correct as of
the date hereof; (b) that we have satisfied or complied with all requirements
set forth in the Lease to be satisfied or complied with on or prior to the date
hereof; and (c) that no uncured Event of Default under the Lease has occurred
and is continuing on the date hereof. All of the Equipment has been fully
delivered and installed at the location where it will be used as of the
following date: July 30, 2002.
WITNESS the due execution hereof with the intent to be legally bound this 30th
day of July, 2002
PNC LEASING, LLC, LESSOR MOUNTAINEER PARK, INC., LESSEE
By: /s/ By: /s/ Edson R. Arneault
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Title: Title: President
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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 Lessor'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 30th
day of July, 2002.
LESSOR: PNC LEASING, LLC LESSEE: MOUNTAINEER PARK, INC.
BY: /s/ BY: /s/ Edson R. Arneault
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TITLE: TITLE: President
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