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EXHIBIT 10.7
PNC LEASING, LLC
SCHEDULE OF LEASED EQUIPMENT PNC BANK
(Conditional Sale)
SCHEDULE NUMBER: 02248-007
MASTER LEASE AGREEMENT NO.:02248
MSTER LEASE AGREEMENT DATE: January 31,2000
LESSEE: MOUNTAINEER PARK, INC. SUPPLIER: WMS GAMING, INC.
STATE ROUTE 2 800 S NORTHPOINT BLVD.
P.O. BOX 358 WAUKEGAN, IL 60085
CHESTER, WV 26034
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, Lessor 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 Lessor's
prior written consent.
5. INTERIM RENTAL TERM. The interim rental term as respects the Equipment
described herein shall commence on the date of Lessor'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:
LESSEE'S COUNSEL: Ruben & Aronson, LLP
3299 K Street
Washington, D.C. 20007
ATTENTION: Robert L. Ruben
Facsimile: (202) 965-3700
LESSOR'S COUNSEL: Tucker Arensberg, P.C.
1500 One PPG Place
Pittsburgh, PA 15222
ATTENTION: Terry J. Himes
Facsimile: (412) 594-5573
7. LEASE TERM. The base term of the Lease as respects the Equipment is set
forth in the Supplement. Notwithstanding
SCHEDULE(CONDITIONAL SALE) - REV.9/99
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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 29th
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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