Exhibit 10.16
MASTER LEASE AGREEMENT
THIS MASTER LEASE AGREEMENT ("Lease" or "Agreement") is made and entered into on
by and between PDS GAMING CORPORATION - COLORADO, its successors and assigns
("Lessor") and SOUTHWEST CASINO AND HOTEL CORP. ("Lessee").
RECITALS
WHEREAS, Lessor desires to lease to Lessee, and Lessee desires to lease from
Lessor in accordance with the terms and conditions contained herein, certain
equipment more fully described in the Lease Schedule or Schedules, referred to
herein as a "Lease Schedule" or "Lease Schedules", as may from time to time be
executed by Lessee.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and conditions set
forth below and other good and valuable consideration, the receipt and
sufficiency of which all parties acknowledge, it is agreed as follows:
AGREEMENT
1.
RECITALS INCORPORATION. THE RECITALS
SET FORTH ABOVE ARE HEREBY INCORPORATED INTO THIS AGREEMENT AS MATERIAL PARTS
THEREOF AND NOT SIMPLY AS MERE RECITALS.
2.
PARTIES.
2.1.
THE LESSOR IS PDS GAMING CORPORATION -
COLORADO, A MINNESOTA CORPORATION, WHOSE ADDRESS IS 6171 MCLEOD DRIVE, LAS
VEGAS, NV 89120-4048.
2.2.
THE LESSEE IS SOUTHWEST HOTEL AND CASINO
CORP., A MINNESOTA CORPORATION, WHOSE ADDRESS IS 2001 KILLEBREW DRIVE,
MINNEAPOLIS, MN 55425. LESSEE'S TAX I.D. NUMBER IS 41-1721968 AND LESSEE'S
ORGANIZATIONAL I.D. NUMBER IS 71-208.
LESSEE'S LOCATION FOR THE PURPOSES OF
ALL UNIFORM COMMERCIAL CODE FILINGS IS THE STATE OF MINNESOTA.
3.
LEASE.
THIS LEASE ESTABLISHES THE
GENERAL TERMS AND CONDITIONS BY WHICH LESSOR SHALL LEASE THE EQUIPMENT AND OTHER
EQUIPMENT DESCRIBED IN EACH LEASE SCHEDULE (THE "EQUIPMENT") TO LESSEE. EACH
LEASE SCHEDULE SHALL BE IN THE FORM PROVIDED BY LESSOR AND SHALL INCORPORATE BY
REFERENCE THE TERMS OF THIS LEASE. THE EQUIPMENT IS TO BE USED IN CONNECTION
WITH THAT BUSINESS DESCRIBED AS GOLD RUSH CASINO AND DOING BUSINESS AT 209 EAST
BENNETT AVENUE, CRIPPLE CREEK, COLORADO 80813-9609 ("PREMISES").
4.
TERM, RENT AND PAYMENT, FEES AND
CHARGES.
4.1.
TERM. THE TERM OF THIS LEASE SHALL COMMENCE ON
THE DATE SET FORTH IN EACH LEASE SCHEDULE (THE "COMMENCEMENT DATE") AND CONTINUE
AS SPECIFIED IN SUCH LEASE SCHEDULE ("TERM").
4.2.
RENT AND PAYMENT. LESSEE'S OBLIGATION TO PAY
RENT FOR THE EQUIPMENT SHALL COMMENCE ON THE COMMENCEMENT DATE AND CONTINUE FOR
THE TERM. THE BASIC RENT, AS SET FORTH AND DEFINED IN THE LEASE SCHEDULES, SHALL
BE PAYABLE IN SUCH AMOUNT AND ON SUCH DATE AS SET FORTH IN THE LEASE SCHEDULE.
ANY AMOUNTS PAYABLE BY LESSEE, OTHER THAN BASIC RENT, SHALL BE DEEMED ADDITIONAL
CHARGES. ADDITIONAL CHARGES SHALL BE DUE AND PAYABLE IN ACCORDANCE WITH THE
TERMS OF THE LEASE SCHEDULE OR IF NOT SET FORTH THEREIN, ON THE BASIC RENT
PAYMENT DATE FOLLOWING THE DATE UPON WHICH THE AFORESAID ADDITIONAL CHARGES
ACCRUE, OR THE LAST DAY OF THE TERM, WHICHEVER IS EARLIER. LESSEE SHALL MAKE ALL
PAYMENTS AT THE ADDRESS OF LESSOR SET FORTH ABOVE OR AT SUCH OTHER ADDRESS AS
LESSOR MAY DESIGNATE IN WRITING. AS USED HEREIN, THE TERM "RENT" SHALL MEAN ALL
BASIC RENT AND ADDITIONAL CHARGES AS DESCRIBED IN THE LEASE