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Notice, Consent And Acknowledgment Of Assignment - ARCHON CORP - 5-15-1996 - DOC

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Notice, Consent And Acknowledgment Of Assignment - ARCHON CORP - 5-15-1996 - DOC Powered By Docstoc
					EXHIBIT 10.125 NOTICE, CONSENT AND ACKNOWLEDGMENT OF ASSIGNMENT THIS NOTICE, CONSENT AND ACKNOWLEDGMENT OF ASSIGNMENT is made and entered into as of the 31st day of January, 1996, by and between VIDEOTRONICS, INC., a Nevada corporation ("Lessor"), SANTA FE HOTEL, INC., a Nevada corporation ("Lessee"), SAHARA GAMING CORPORATION, a Nevada corporation ("Guarantor"), PDS FINANCIAL CORPORATION, a Minnesota corporation ("Assignee") and MILLER & SCHROEDER INVESTMENTS CORPORATION, a Minnesota corporation ("M&S"). PRELIMINARY RECITALS A. Lessor is leasing to Lessee certain equipment and personal property (the "Equipment") pursuant to Master Lease Agreement dated January 31, 1996 and Lease Schedule No. 1 thereto, dated of even date therewith, entered into by and between Lessor and Lessee (collectively, the "Lease"). B. Guarantor has guaranteed all obligations of Lessee under the Lease pursuant to a Guaranty of Lease (the "Guaranty") dated January 31, 1996. C. The Lessor has assigned to Assignee, its right, title and interest in and to all payments due and to become due under the Lease and Guaranty. D. The Assignee has further transferred and assigned to M&S, an undivided interest in Assignee's right, title and interest in and to all payments due and to become due under the Lease and Guaranty. E. M&S and Assignee desire to notify Lessor, Lessee and Guarantor of the assignment of the rental payments due under the Lease and to enter into certain agreements in regard thereto. NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor, Lessee, Guarantor, Assignee and M&S agree as follows: 1. Notice of Assignment. M&S and Assignee hereby give notice to Lessor, Lessee and Guarantor that Assignee has assigned the rental payments payable under the Lease, and has granted a security interest in the Equipment leased thereunder, to M&S. Notwithstanding the foregoing, until such time as Lessee receives written notification from M&S to make payments due under the Lease to M&S, Lessee shall continue to make all such payments to Assignee. Such assignment of the rental payments is effective with the rental payment due on March 1, 1996, from which time all payments

owing by Lessee or Guarantor to Lessor under the Lease or the Guaranty, respectively, are to be made directly to PDS at the following address: PDS Financial Corporation 6442 City West Parkway, Suite 300 Eden Prairie, MN 55346 This Assignment is irrevocable on the part of the Assignee and may not be amended, withdrawn, rescinded or canceled without the written consent of M&S. 2. Consent and Acknowledgment. Lessee and Guarantor acknowledge receipt of notice of, and consent to, such assignment and agrees as follows: (a) Lessee's and Guarantor's obligations, to pay rent and all other sums under the Lease and Guaranty, respectively, are absolute and unconditional, and Lessee and the Guarantor shall pay to M&S all rent and other sums under the Lease and the Guaranty directly to M&S, without abatement, reduction, set-off, counterclaim, recoupment, defense, deferment or interruption for any reason whatever, and said obligations shall continue in all events and shall not be terminated or affected in any regard as a result of any reason, cause or event whatever; (b) the Lease is in full force and effect and a true and correct copy of the Lease is attached hereto as Exhibit "A"; (c) no default exists on the part of Lessee or, to the knowledge of Lessee and Guarantor, Lessor in the performance of their respective obligations under the Lease; (d) M&S shall not be chargeable with any obligations or liabilities under the Lease; (e) the Equipment has been delivered to the location set forth in the Lease, found to be in good working order and accepted as the Equipment under the Lease; (f) Lessee will send copies of all notices which are required to be sent to Lessor under the Lease to M&S as well; and (g) Lessee will not permit the Lease or any of its provisions to be amended or waived and Lessee will not rely on any consents given by Lessor, without the prior written consent of M&S, which shall not be unreasonably withheld. 3. Reaffirmation of Lease. Lessee hereby affirms the Lease and this Notice, Consent and Acknowledgment of Assignment. There have been no prepayments of rent or other payments due under the Lease. 4. Reaffirmation of Guaranty. Guarantor hereby affirms the Guaranty and this Notice, Consent and Acknowledgment of Assignment.

5. M&S's Rights. This instrument is executed to induce M&S to advance funds to Assignee, and M&S shall be entitled to rely on the terms contained herein and to enforce this instrument. 6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto, and their respective successors and assigns. 7. Reaffirmation of Repossession Agreement. Lessor hereby consents to the above referenced assignment to M&S and affirms its obligation under the Repossession Agreement dated January 31, 1996 between Lessor and Assignee in favor of M&S. 8. Gaming Approval. Lessor, Assignee and M&S hereby agree that they will seek all necessary approvals from the Nevada Gaming Commission with respect to the above-referenced assignments. Executed as of the date first above-written. VIDEOTRONICS, INC., A NEVADA CORPORATION
By: /s/ Neil Netley -------------------------Its: President --------------------------

SANTA FE HOTEL, INC., A NEVADA CORPORATION
/s/ Thomas K. Land -------------------------Its: Sr. V.P & CEO -------------------------By:

SAHARA GAMING CORPORATION, A NEVADA CORPORATION
/s/ Thomas K. Land -------------------------Its: Sr. V.P. & CFO -------------------------By:

PDS FINANCIAL CORPORATION, A MINNESOTA CORPORATION
By: /s/ David R. Mylrea --------------------------

Its: COO --------------------------

MILLER & SCHROEDER INVESTMENTS CORPORATION, A MINNESOTA CORPORATION
/s/ E. J. Hentges -------------------------Its: President -------------------------By:

EXHIBIT 10.126 MASTER LEASE AGREEMENT THIS MASTER LEASE AGREEMENT ("Lease") is made and entered into this 15 day of April, 1996, by and between Videotronics, Inc., a Nevada corporation ("Lessor"), whose address is 1315 Greg Street, Suite 108, Sparks, Nevada 89431 and Santa Fe Hotel, Inc., a Nevada corporation ("Lessee"), whose address is 4949 North Rancho Drive, Las Vegas, Nevada 89109. PRELIMINARY RECITALS A. 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 attached hereto and made a part hereof. Each such Lease Schedule now or hereafter attached hereto shall be referred to herein as a "Lease Schedule", and all equipment described in such Lease Schedules shall be collectively referred to as the "Equipment" and individually referred to as a "Unit." B. The term of this Lease with respect to the Equipment described in a particular Lease Schedule shall commence on the date set forth in such Lease Schedule (the "Commencement Date"). C. The Equipment is to be installed in and to be used in connection with the gaming operations operated by Lessee at the Lessee's hotel and casino facility in located in Las Vegas, Nevada having a street address of 4949 North Rancho Drive, Las Vegas, Nevada 89109 (the "Premises"). NOW THEREFORE, in consideration of the foregoing, the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment designated in any Lease Schedule now or hereafter executed and delivered by each of Lessor and Lessee and incorporating by reference the terms of this Lease on the following terms and conditions: 1. LEASE. This Lease establishes the general terms and conditions by which Lessor shall lease to Lessee the Equipment. Each such Lease Schedule shall be in the form provided by Lessor and shall incorporate by reference the terms of this Lease. If the provisions of a Lease Schedule conflict with the provisions of this Lease, the provisions of such Lease Schedule shall prevail. 2. TERM: RENT AND PAYMENT; RENEWAL. 2.1 TERM. The term of this Lease with respect to the Equipment described in a particular Schedule shall begin on its

Commencement Date and continue until midnight of the Termination Date as specified in such Lease Schedule ("Term"). The "Commencement Date" as used herein for any Equipment is to be the date set forth on the Lease Schedule relating to that Equipment. 2.2 RENT AND PAYMENT. Lessee's obligation to pay rent for each item of Equipment shall commence on the Commencement Date and continue for the Term. Each payment of the Basic Rent set forth on the Lease Schedule shall be payable without notice or demand on the Commencement Date and on the first day of each month thereafter ("Rent Date"). Lessor shall be paid the first month's Basic Rent in advance on the Commencement Date. Should the Commencement Date occur other than on the first day of a month, the first month's Basic Rent shall also include an amount equal to the Basic Rent pro rated to the number of days from and after the Commencement Date to the first day of such succeeding month, all as set forth in the Lease Schedule. Any amounts payable by Lessee, other than Basic Rent, shall be deemed Additional Charges and, unless otherwise provided herein, shall be payable on the Rent Date next following the date upon which they accrue or the last day of the Term, whichever is earlier. As an accommodation to Lessee, but not as a condition precedent for payment, Lessor may, but shall not be obligated to, invoice Lessee prior to the applicable Rent Date. 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 invoiced to Lessee. All Rent shall be paid without notice or demand and without abatement, deduction or setoff of any amount whatsoever and regardless of the condition, operation or use of the Equipment. 2.3 LATE CHARGE. If any Rent is not received by Lessor or its Assignees within fifteen (15) days of when due, a late charge on such Rent shall be due and payable with such Rent in an amount equal to four percent (4%) on the amount past due or any part thereof, as reimbursement for administrative costs and not as a penalty. 2.4 LESSOR'S PERFORMANCE OF LESSEE'S OBLIGATIONS. If Lessee fails to comply with any of its covenants or obligations herein, Lessor may, at its option, perform such covenants or obligations on Lessee's behalf without thereby waiving such conditions or obligations or the failure to comply therewith and all sums advanced by Lessor in connection therewith shall be repayable by Lessee as Additional Charges. No such performance shall be deemed to relieve Lessee of its obligations herein. 3. CERTIFICATE OF ACCEPTANCE. Lessee shall deliver to Lessor a certificate of delivery, installation and acceptance ("Certificate of Acceptance") in the form attached as Exhibit "A" on the Commencement Date. If Lessee fails to so deliver such Certificate -2-

of Acceptance, Lessee shall be deemed to have accepted the Equipment as of such Commencement Date. 4. NET LEASE: QUIET ENJOYMENT. 4.1 NET LEASE. This Lease including each Lease Schedule is a net lease and Lessee's obligation to pay all Rent due and the rights of Lessor or its assignees in, and to, such Rent shall be absolute and unconditional under all circumstances, notwithstanding: (i) any setoff, abatement, reduction, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, its assignees, the manufacturer or seller of any Unit, or any other person for any reason whatsoever, including, without limitation, any breach by Lessor of this Lease; (ii) any defect in title, condition, operation, fitness for use, or any damage to or destruction of, the Equipment; (iii) any interruption or cessation of use or possession of the Equipment for any reason whatsoever; (iv) any insolvency, bankruptcy, reorganization or similar proceedings instituted by or against Lessee; or (v) any other circumstances happening, or event whatsoever, whether or not unforeseen or similar to any of the foregoing. 4.2 QUIET ENJOYMENT. Subject to the provisions of Paragraph 8.2 hereinafter, Lessor covenants that it shall take no action to disturb Lessee's quiet enjoyment of the Equipment during the Term, provided Lessee is not in default hereunder. 5. USE: MAINTENANCE; IDENTIFICATION AND INSPECTION. 5.1 USE AND REPAIRS. a. Lessee shall keep and use the Equipment on the Premises solely for the purpose of operating a gaming establishment therein. b. Lessee shall comply in all material respects with manufacturer instructions relating to the Equipment and all applicable laws, ordinances, rules and regulations of any lawfully constituted governmental unit having jurisdiction over Lessee's gaming establishment and operations, and shall hold Lessor harmless of any of the foregoing. c. Lessee shall pay all costs and expenses associated with the delivery, any installation, use relocation, deinstallation and return of the Equipment. d. Lessee shall retain uninterrupted possession and control of the Equipment and shall at all times use it solely and continuously in the conduct of Lessee's business for business purposes only and not for any personal, family or household purposes. -3-

5.2 MAINTENANCE. Lessee shall at all times and, at its sole cost and expense, properly use and keep and maintain each Unit of the Equipment in good operating condition, repair and maintenance, and protect the same from deterioration, other than normal wear and tear, and shall use each Unit in the regular course of its business only, without abuse, and in a manner contemplated by the manufacturer thereof. 5.3. IDENTIFICATION AND INSPECTION. Upon request by Lessor, Lessee shall mark each Unit conspicuously with appropriate labels or tags furnished by Lessor and maintain such markings through the Term to clearly disclose that said Unit is being leased from Lessor. Subject to Lessee's reasonable security requirements and all gaming laws and regulations, Lessee shall permit Lessor's representatives to enter the Premises where any Unit is located to inspect such Unit. Further, upon an Event of Default the Lessor shall have the right during normal business hours to demonstrate and show the Equipment to others as long as Lessor's demonstration does not interfere with Lessee's gaming operations. 6. LOCATION: LIENS AND ENCUMBRANCES. 6.1 EQUIPMENT LOCATION. Lessee shall keep the Equipment on the Premises and shall not relocate or remove any Unit unless Lessor consents, in writing, prior to its relocation or removal. Such consent shall not be unreasonably withheld. Lessor's consent shall not be required for the relocation of Equipment within the Premises in the ordinary course of Lessee's gaming operations or the removal of Equipment for maintenance and repairs. 6.2 PERSONAL PROPERTY. Each Unit is personal property and not a fixture and Lessee shall not affix any Unit to realty so as to change its nature to a fixture or real property and agrees that each Unit shall remain personal property during the Term. a. Lessor expressly retains ownership and title to the Equipment; and shall have the right to display notice of its ownership by affixing to the Equipment an identifying plate, stencil or other indica of ownership. Within thirty (30) days following written request of Lessor, Lessee shall obtain waivers of all right, title and interest in the Equipment from any landlord, mortgagee, or beneficiary under a deed of trust with respect to the Premises. To assure and protect Lessor's rights in and to the Equipment, Lessee shall execute and deliver such other and further documents as Lessor may request to confirm the interest of Lessor hereunder and shall pay to Lessor, on demand, reasonable expenses incurred by Lessor in connection with the preparation, execution, and filing of any such documents. Lessee hereby authorizes, empowers, and grants a power of attorney to Lessor to record this Lease and/or execute and file or record, on -4-

Lessee's behalf, any certificates, memorandums, statements, refiling, and continuations thereof as Lessor deems necessary or advisable to preserve and protect its interest hereunder. b. The parties intend to create a lease agreement and the relationship of lessor and lessee between themselves. Nothing in this Lease shall be construed or interpreted to create or imply the existence of a finance lease or installment lease contract. c. Lessor makes no representation regarding the treatment of this Lease, the Equipment or the payment of obligations under this Lease for financial statement reporting or tax purposes. 6.3 LIENS AND ENCUMBRANCES. Title to the Equipment is and shall remain in Lessor or its Assignees. Unless otherwise provided herein, Lessee shall not directly or indirectly create, incur or suffer a mortgage, claim, lien, charge, encumbrance or the legal process of a creditor of Lessee of any kind upon or against any Unit. Lessee shall at all times protect and defend, at its own cost and expense, the title of Lessor from and against such mortgages, claims, liens, charges, encumbrances and legal processes of creditors of Lessee and shall keep all the Equipment free and clear from all such claims, liens and legal processes. If any such lien or encumbrance is incurred, Lessee shall immediately notify Lessor and shall take all reasonable actions required by Lessor to remove the same; provided Lessee may contest any lien or encumbrance if (i) Lessee acts in good faith, (ii) Lessee undertakes such content and continues the same in good faith, and (iii) deposits with Lessor such reasonable security as Lessor may reasonably require to protect Lessor against the enforcement of the lien being contested and loss of the Equipment. 7. RETURN OF EQUIPMENT. 7.1 DUTY OF RETURN. Unless Lessee exercises its options to purchase, extend or renew as set forth in Paragraph 17 hereof, at the expiration of the Term or termination of the Lease, Lessee at its expense shall return each Unit to Lessor or its designee at the destination within the continental United States and by surface transportation specified by Lessor. Such return shall not be deemed to have occurred until and unless each Unit conforms to all of the manufacturer's specifications with respect to normal function, capability, design and condition (less normal wear and tear), if such is customarily available. 7.2 FAILURE TO RETURN. Notwithstanding any other rights and remedies Lessor has hereunder in an Event of Default, if Lessor shall require the Equipment to be delivered to a designated address and Lessee fails to so return the Equipment to Lessor or its -5-

designee at such designated address within thirty (30) days following expiration of the Term or termination of the Lease, then (i) Lessee shall pay on demand a per diem amount equal to one hundred fifty percent (150%) of the daily Basic Rent [determined by dividing the Basic Rent by thirty (30)] for each day after the expiration of such thirty (30) days and for each day thereafter, as liquidated damages and not as a penalty, until so returned, it being understood and agreed to by Lessor and Lessee that Lessor's actual damages would be difficult or impossible to determine; and (ii) Lessee shall have no further right to the Equipment, but until the Equipment is so returned, this Lease shall remain in full force and effect as to all obligations of the Lessee thereunder. 8. RISK OF LOSS: INSURANCE. 8.1 RISK OF LOSS. As between Lessor and Lessee, Lessee shall bear the risk of all loss or damage to any Unit or caused by any Unit during the period from the time the Unit is shipped by its vendor until the time it is returned as provided herein. Lessor shall not be obligated to undertake by litigation or otherwise the collection of any claim against any person for loss or damage to the Equipment. 8.2 BUY-OUT. In the event at any time or times during the Term of this Lease the Equipment shall be taken or condemned by an authority having the power of eminent domain, or if Lessor or its successors or assigns is prohibited by law from acting as a Lessor of any of the Equipment leased hereunder, or if more than 50% of the Equipment shall be damaged or destroyed by fire, the elements or other casualty, event or loss, either Lessor or Lessee on written notice to the other party may terminate this Lease and Lessee shall purchase the subject equipment by paying to Lessor an amount equal to the greater of the fair market value of the Equipment as of the date of such event or loss as determined by an independent appraiser mutually selected by Lessor and Lessee, or the aggregate remaining installment payments of monthly Rent hereunder, in either case less the net amount of the recovery, if any, actually received by Lessor from insurance or otherwise for such loss or damage. 8.3 UNIT REPLACEMENT. Except as otherwise provided in Section 8.2 above, if any Unit is lost, stolen, destroyed, seized by governmental action or, in Lessee's reasonable opinion or Lessor's reasonable opinion, materially damaged through no fault of Lessor ("Event of Loss"), this Lease shall remain in full force and effect without abatement of Rent and Lessee shall promptly replace such Unit at its sole expense with a Unit of equivalent value and utility, and similar kind and in substantially the same condition as the replaced Unit immediately prior to the Event of Loss. Title to such replacement unit immediately shall vest and remain in Lessor, and such unit shall be deemed a Unit under this Lease. Upon such vesting of title and provided Lessee is not in default -6-

under this Lease, Lessor shall cause to be paid to Lessee or the vendor of the replacement unit any insurance proceeds actually received by Lessor for the replacement Unit. Lessee shall promptly notify Lessor of any Event of Loss and shall provide Lessor with and shall enter into, execute and deliver such documentation as Lessor shall reasonably request with respect to the replacement of any such Unit in accordance with this Section 8.3. 8.4 INSURANCE. a. Lessee shall obtain and maintain in full force and effect all risk, full replacement cost property damage insurance on the Premises (i) comprehensive personal liability, (ii) all risk property damage on the Equipment in amounts reasonably acceptable to Lessor but in no event less than the actual replacement cost, and (iii) workers compensation insurance. If liquor is served on the Premises, Lessee shall obtain and maintain dram shop coverage in full force and effect. Such insurance shall: i) name Lessor and its Assignees, if any, as additional insureds and first loss payees as their interests may appear; and ii) provide that the policy may not be canceled or materially altered without thirty (30) days prior written notice to Lessor and its Assignees. b. All such insurance shall be placed with companies having a rating of at least A, Class XII or better by Best's rating service and authorized to do business in Nevada and shall be in amounts and with co-insurance limits approved by Lessor. Lessee shall furnish to Lessor, upon request and throughout the Term, insurance certificates of a kind and in amounts satisfactory to Lessor and its Assignees showing the existence of the insurance required hereunder and premium paid. 9. LESSOR'S PURCHASE AND PERFORMANCE. 9.1 PURCHASE DOCUMENTATION. Upon receipt of a Lease Schedule executed and delivered by Lessee acceptable to Lessor and after acceptance thereof by Lessor, Lessor may execute appropriate purchase documentation, and Lessee shall bear all responsibilities and perform all obligations of Lessor thereunder other than payment of the purchase price. 10. TAXES. 10.1 TAXES. Lessee agrees to report, file, pay promptly when due to the appropriate taxing authority and indemnify, defend, and hold Lessor harmless from and against any and all taxes (including gross receipts), assessments, license fees and other federal, state or local governmental charges of any kind or nature, together with any penalties, interest or fines related thereto (collectively, -7-

"Taxes") that pertain to the Equipment, its purchase, or this Lease and which accrue prior to return of the Equipment to Lessor or its designee, whether assessed against Lessor or Lessee, except such Taxes based solely upon the net income of Lessor. Where applicable law requires the filings to be made by Lessor, Lessor hereby authorizes and appoints Lessee and Lessee agrees to act as Lessor's limited attorney-in-fact to file and pay the same subject to Lessee's right to review and approve same. On all such reports or returns required hereunder, Lessee shall show the ownership of the Equipment by Lessor within 45 days after the due date of such filing of Lessee and shall send to Lessor confirmation in form satisfactory to Lessor of such filing. 10.2 LESSOR'S FILING OF TAXES. Notwithstanding the foregoing, Lessor at its election may report and file sales and/or use taxes which are filed and paid periodically through the Term, and the amounts so due may be invoiced to Lessee and payable as specified therein subject to Lessee's right to review and approve same. 10.3 RIGHT OF CONTEST. Lessee shall not be obligated to pay any Taxes if it shall, at its own cost and expense, contest in good faith and by appropriate proceedings the validity or the amount thereof, unless such contest would adversely and materially affect the title of Lessor to any Unit. Lessor may at its election require Lessee to escrow with Lessor or an escrow holder appointed by Lessor an amount sufficient to pay such taxes and interest and penalties thereon if Lessee should lose such contest. Such escrowed amount shall be placed in an interest bearing account with interest accruing in Lessee's favor. 11. INDEMNIFICATION. a. Except for the gross negligence, willful misconduct or bad faith, its employees or agents, Lessee hereby assumes liability for and agrees to indemnify, defend, protect, save and hold harmless the Lessor, its agents, employees, directors and assignees from and against any and all losses, damages (including without limitation Lessee's loss of business or profits or other consequential damages), injuries, claims, penalties, demands and all expenses, legal or otherwise (including attorneys' fees) of whatever kind and nature arising from the purchase, ownership, seizure, attachment, encumbrance, installation, de-installation, delivery, return, manufacture, purchase, use or other control (including patent or other infringements), condition (including without limitation latent defects, whether or not discoverable by Lessor), operation or maintenance of the Equipment, until the Equipment is returned to Lessor. Any claim, defense, setoff, or other right of Lessee against any such indemnified parties shall not in any way -8-

affect, limit, or diminish Lessee's indemnity obligations hereunder. b. Lessee shall notify Lessor promptly as to any claim, suit, action, damage (including to the Equipment), or injury covered by this section and of which Lessee has actual or other notice and shall, at its own cost and expense, defend any and all suits which may be brought against Lessor, either alone or in conjunction with others upon any such liability or claim or claims and shall satisfy, pay and discharge any and all final judgments and fines that may be recovered against Lessor in any such action or actions, provided, however, that Lessor shall give Lessee prompt written notice of any such claim or demand. Lessee agrees that its obligations under this Section 11 shall survive the expiration or termination of this Lease. Lessee and Lessor agree to cooperate with each other, to the extent that there are no conflicts of interests, in the settlement or defense of any actions or claims relating thereto. 12. REPRESENTATIONS AND WARRANTIES. a. Lessee represents and warrants to Lessor that: i) the making of this Lease and any Lease Schedule executed by Lessee is duly authorized on the part of Lessee and that upon due execution thereof by Lessee and Lessor they shall constitute valid obligations binding upon, and enforceable against, Lessee in accordance with their terms;, except insofar as their enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership or similar laws affecting creditors right generally, or principles of equity; ii) neither the making of this Lease or such Lease Schedule, nor the due performance by Lessee, including the commitment and payment of the Rent, shall result in any breach of, or constitute a default under, or violation of, Lessee's certificate of incorporation, by-laws, or any material agreement to which Lessee is a party or by which Lessee is bound; iii) no approval or consent not already obtained or withholding of objection is required from any governmental authority with respect to the entering into, or performance of this Lease or any Lease Schedule by Lessee except where the failure to obtain such approval or consent would not -9-

result in a material adverse effect on the financial condition of Lessee; iv) Lessee has obtained all material licenses and permits required under the Gaming Act or other applicable laws or regulations (the "Gaming Laws") for the operation of its business. b. Lessee shall provide to Lessor an opinion of counsel, certified resolution of the board of trustees/directors of Lessee, and a certificate of incumbency and such other documents, all in a form reasonably acceptable to Lessor, if so requested. c. Lessee shall notify the Chairman of the Nevada State Gaming Control Board to whom it is making monthly lease payments. 13. DISCLAIMERS; MANUFACTURERS WARRANTIES. 13.1 LESSOR'S DISCLAIMERS. LESSEE ACKNOWLEDGES THAT EACH UNIT IS OF THE DESIGN, CAPACITY AND MANUFACTURE SPECIFIED FOR AND BY THE LESSEE AND THAT LESSEE IS SATISFIED THAT THE SAME IS SUITABLE FOR LESSEE'S PURPOSES. LESSEE AGREES, REGARDLESS OF CAUSE, NOT TO ASSERT ANY CLAIM WHATSOEVER AGAINST LESSOR FOR LOSS OF ANTICIPATORY PROFITS OR CONSEQUENTIAL DAMAGES. LESSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE EQUIPMENT WHETHER EXPRESSED OR IMPLIED. Without limiting the generality of the foregoing it is intended by the parties to exclude any and all implied warranties of merchantability and fitness for particular purposes. NO SALESMAN OR AGENT OF LESSOR IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF THIS LEASE OR MAKE ANY REPRESENTATION REGARDING THE EQUIPMENT. 13.2 TESTING AND INSTALLATION. As to each Unit of Equipment incorporated in a Lease Schedule, Lessee warrants that upon execution of the Certificate of Acceptance such Equipment has been installed and tested to Lessee's satisfaction and is in good order and working condition. 14. ASSIGNMENT OF LEASE. 14.1 ASSIGNMENT OF LESSOR. Lessee acknowledges and agrees that Lessor has entered into this Lease and shall enter into each Lease Schedule in anticipation of assigning, mortgaging, or otherwise transferring its interest thereunder and/or in the Equipment to others ("Assignees") without notice to, or consent of, Lessee unless required by the laws of the State of Nevada and the regulations of the Nevada Gaming Commission. PROVIDED, HOWEVER, THAT ANY ASSIGNMENT, MORTGAGE OR OTHER TRANSFER OF ANY INTEREST IN THE EQUIPMENT OR THE RIGHT TO RECEIVE THE MONTHLY LEASE PAYMENTS HEREUNDER MUST COMPLY WITH THE LAWS OF THE STATE OF NEVADA AND THE REGULATIONS OF THE NEVADA GAMING COMMISSION, AND SHALL OCCUR ONLY -10-

AFTER RECEIPT OF ALL APPROVALS REQUIRED THEREUNDER AND AFTER WRITTEN NOTICE BY THE ASSIGNING PARTY TO THE CHAIRMAN OF THE NEVADA STATE GAMING CONTROL BOARD. ANY ASSIGNEE WILL BE SUBJECT TO SUCH GAMING LAWS AND REGULATIONS AS A HOLDER OF EVIDENCE OF INDEBTEDNESS OF A CORPORATE LICENSEE AND, ACCORDINGLY, MAY BE REQUIRED TO FILE AN APPLICATION, BE INVESTIGATED, AND HAVE ITS SUITABILITY DETERMINED BY THE NEVADA GAMING COMMISSION PURSUANT TO NEVADA REVISED STATUTE SECTION 463.530. SUCH ASSIGNEE MUST PAY ALL COSTS OF INVESTIGATION INCURRED BY THE NEVADA STATE GAMING CONTROL BOARD AND THE NEVADA GAMING COMMISSION. Accordingly, Lessee and Lessor agree that: a. upon such assignment that complies with this section and the laws of the State of Nevada and regulations of the Nevada Gaming Commission, Lessee shall: i) upon Lessor's request acknowledge such assignment in writing by executing the notice of Acknowledgement of Assignment furnished by Lessor; ii) promptly pay all Rent when due to the designated Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction or counterclaim whatsoever that Lessee may have against Lessor, which payment shall not constitute a waiver of any rights that Lessee may have; iii) not permit the Lease or Lease Schedule so assigned to be amended or the terms thereof waived without the prior written consent of the Assignees which consent shall not be unreasonably withheld; iv) not require the Assignees to perform any obligations of Lessor under such Lease Schedule; and v) not terminate or attempt to terminate the Lease or Lease Schedule on account of any default by Lessor; b. subject to the terms and conditions hereof, any Assignee may reassign its rights and interest with the same force and effect as the assignment described herein, provided notice of any such reassignment is provided to the Nevada Gaming Commission; c. any payments received by the designated Assignees from Lessee shall, to the extent thereof, discharge the obligations of Lessee to Lessor hereunder; and d. Assignees and Lessee shall notify the Chairman of the Nevada State Gaming Commission within three (3) days of -11-

any change in the payee of the monthly lease payments hereunder if required to do so. 14.2 ASSIGNMENT OR SUBLEASE BY LESSEE. a. Lessee shall not assign this Lease or any Lease Schedule or assign its rights in or sublet the Equipment, or any interest therein without Lessor's and its Assignee's prior written consent and only on such terms as are reasonably acceptable to Lessor and its Assignees. Such consent shall not be unreasonably withheld. b. No sublease or assignment by Lessee of any of its rights under this Lease, any Lease Schedule or in the Equipment shall in any way discharge or diminish any of Lessee's obligations to Lessor or its Assignees. 15. FINANCIAL INFORMATION; FURTHER ASSURANCES. 15.1 FINANCIAL INFORMATION. Throughout the Term, Lessee shall deliver to Lessor (a) within forty-five (45) days after the end of each calendar quarter, unaudited quarterly operating statements of gaming operations of the Lessee; (b) not later than one hundred twenty (120) days after the end of each fiscal year an annual audited balance sheet of Lessee and an annual audited statement of operations of the Lessee prepared in accordance with standard accounting principles, consistently applied; and (c) copies of such other current financial information representing the financial condition and operations of Lessee as well as such other information regarding Lessee reasonably requested by Lessor or its Assignees. Without in any way limiting the generality of the foregoing, the Lessor, or its assignees, may monitor the financial condition, cash flow and cash management of the Lessee's operations on the Premises; and the Lessee agrees to provide such information, and access to the books and records of the Lessee's operations, as Lessor or its assigns may reasonably request in order to monitor such matters. 15.2 REQUIRED DOCUMENTATION. Lessee shall deliver from time to time to Lessor all documentation specified herein promptly upon request. 15.3 FURTHER ASSURANCES. Lessee shall execute and deliver to Lessor, promptly and at Lessee's expense, such other documents and assurances, and take such further action as Lessor may reasonably request, in order to effectively carry out the intent and purposes of this Lease and the Lease Schedules and to establish and protect the rights, interests and remedies of Lessor hereunder. This shall include, without limitation, providing Uniform Commercial Code financing statements, evidence of tax filings and payments, a waiver of rights and interests in the Equipment from the owner, landlord and any mortgagee of the location of any Unit, a legal -12-

description of such locations and a copy of the maintenance agreement. All documentation shall be in a form reasonably acceptable to Lessor and its Assignees. Lessee shall pay all costs associated with such financing statements upon relocation, sublease or reconfiguration of the Equipment and upon any assignment by Lessee. The Lessee agrees that Lessor is authorized, at its option, to file a carbon, photographic or other reproduction of each Lease Schedule as a financing statement and such shall be sufficient as a financing statement under Nevada's version of the Uniform Commercial Code, and to file financing statements or amendments thereto without the signature of the Lessee with respect to any or all of the Equipment and, if a signature is required by law, then the Lessee appoints Lessor as Lessee's attorney-in-fact to execute any such financing statements. Lessee agrees to pay the Lessor the actual cost for each financing statement filing. 15.4 LEASE AGREEMENT. Whenever necessary or appropriate to ensure that the Lessor's interest in this Lease and the Equipment are protected, Lessor and Lessee shall execute and record notice filings as contemplated by NRS 104.9408. Such notice filings shall state that they are for notice purposes only and do not reflect an intention to create a security interest, and shall name the Lessor as "debtor" and the Lessee as "secured party". 16. DEFAULT BY LESSEE; REMEDIES.
16.1 DEFAULT BY LESSEE. Lessee shall be in default any one of the following events ("Event of Default"): a. upon the occurrence of

failure to pay Rent when due and such failure shall continue for a period of five (5) days;

b. failure to perform any other term, condition or covenant of the Lease Schedule; which failure shall continue for a period of thirty (30) days after receipt of written notice thereof; provided, if the same is not susceptible of cure within said time limits and the same may be cured within a reasonable period of time thereafter the time period shall be extended for such additional time as is reasonably necessary to effectuate such cure provided such curative action is promptly taken in good faith and diligently prosecuted to completion and the security afforded hereby and the interest of the Lessor or its Assignees is not in jeopardy or be subject to forfeiture; c. Lessee ceases doing business as going concern; d. Lessee makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement, -13-

composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders shall take any action looking to its dissolution or liquidation; e. within 60 days after the commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within 60 days after the appointment without Lessee's consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated; f. Lessee attempts to remove, sell, transfer, encumber, part with possession or sublet the Equipment or any Unit thereof without Lessor's consent; g. any Unit is attached, levied upon, encumbered, pledged, or seized under any judicial process and such proceedings are not dismissed, vacated or fully stayed within ninety (90) days; h. any warranty or representation made or furnished to the Lessor by or on behalf of the Lessee or under Lessee's obligations to Lessor is false in any material respect when made or furnished; or i. failure to maintain in full force and effect the licenses and permits required under the Gaming Laws for the operation of Lessee's business. 16.2 LESSOR REMEDIES. a. Upon any Event of Default, and at any time thereafter, Lessor may in addition to any and all rights and remedies, it may have at law or in equity, without notice to or demand upon Lessee at its sole option: i) declare the aggregate Rent then accrued and unpaid together with (as liquidated damages and not as a penalty) the balance of any Rent specified on the applicable Lease Schedule or any renewal notice to be immediately due and payable; -14-

ii) proceed by appropriate court action or actions or other proceeding, either at law or in equity to enforce performance by Lessee of any and all covenants of this Lease; iii) on written notice to Lessee, terminate any of Lessee's rights under this Lease or Schedule in default and in the Equipment thereunder, in which event Lessee shall immediately surrender and return the Equipment to Lessor pursuant to the provision hereof and at Lessee's sole cost and expense; iv) without notice, liability or legal process, by itself and/or its agents, and to the extent permitted by the laws of the State of Nevada and the Regulations of the Nevada Gaming Commission, enter the Premises or any other location where the Equipment is located and take immediate possession of such Unit without court order or other process of law, in which event Lessor shall not be liable for damages resulting therefrom, Lessee expressly waiving all further rights to possession of the Equipment and all claims for injuries suffered through or loss caused by such repossession; v) at public or private sale, with or without having the Equipment present at the sale, with or without advertisement, upon such terms and to such parties as Lessor in its sole discretion may elect, and to the extent permitted by the laws of the State of Nevada and the Regulations of the Nevada Gaming Commission, sell any or all of the Equipment; vi) and to the extent permitted by the laws of the State of Nevada and the Regulations of the Nevada Gaming Commission, re-lease the Equipment upon such terms and to such third parties as Lessor in its sole discretion may elect and recover from Lessee any difference between the aggregate rental due under the applicable Lease Schedule for the remaining Term thereof and that due from such third parties under the re-lease for a period coterminous with the then scheduled expiration of the defaulted Lease Schedule's Term discounted to present value at four percent (4%) per annum; and vii) exercise any and all rights available to a secured party under the Uniform Commercial Code in effect in Nevada. -15-

b. All of Lessor's rights and remedies herein are cumulative and in addition to any rights or remedies available at law or in equity including the Nevada Uniform Commercial Code, and may be exercised concurrently or separately. Lessee shall pay all reasonable costs, expenses, losses, damages and legal costs (including reasonable attorneys' fees) incurred by Lessor and its Assignees as a result of enforcing any terms or conditions of the Lease or any Schedules. A termination hereunder shall occur only upon written notice by Lessor to Lessee and no repossession or other act by Lessor after default shall relieve Lessee from any of its obligations to Lessor hereunder unless Lessor so notifies Lessee in writing. Lessor shall in good faith attempt to mitigate damages but Lessor shall not be obligated to sell or re-lease the Equipment and at its election may leave the Equipment idle. Any sale or re-lease may be at wholesale or retail, in bulk or in parcels. Lessor at its election may bid at such sale. In the event that following exercise by Lessor of one or more of its remedies hereunder, Lessor receives a surplus, Lessor shall pay such surplus to Lessee. 17. END OF TERM OPTIONS. 17.01 PURCHASE OPTION. If Lessee is not in default hereunder, at the expiration of the Term, any Renewal Term or any Automatic Renewal Term, as hereinafter defined, Lessor grants Lessee an option to purchase (the "Purchase Option") all but not less than all of the Equipment under any Lease Schedule for the sum equal to the fair market value of the Equipment as of the date of expiration of the Term, Renewal Term or the Automatic Renewal Term, as appropriate, as determined by an independent appraiser selected by Lessor and Lessee (the "Exercise Price"). Upon timely receipt of notice of exercise, timely receipt of the payment of all Rent due and payment of the Exercise Price, Lessor will execute and deliver to Lessee a Bill of Sale for the Equipment leased and upon failure of the Lessor to so deliver a Bill of Sale, this Paragraph 17 shall then constitute a conveyance of the Equipment in accordance with this Agreement. Payment in full of the Exercise Price shall be due and payable with the last payment of Rent. 17.02 RENEWAL OPTION. If Lessee is not in default hereunder, at the expiration of the Term, any Renewal Term or any Automatic Renewal Term, as hereinafter defined, Lessee shall have an option to renew the Term (the "Renewal Option") for a renewal term (the "Renewal Term") equal to 12 months at a monthly rental equal to the then fair market rental as determined by Lessor at Lessor's reasonable discretion. 17.03 REPLACEMENT UPGRADE OPTION. If Lessee has not been in default hereunder, and if there has been no material adverse change in Lessee (financial, business or otherwise) -16-

determined at Lessor's sole discretion, at the expiration of the Term, any Renewal Term or any Automatic Renewal Term, Lessor grants Lessee an option to replace all or any portion of the Equipment (the "Replacement Option") with equipment acceptable to Lessor and Lessee, on terms and at the then fair market rental as determined by Lessor and Lessee. To facilitate exercise of the Replacement Option and replacement of the Equipment, Lessee shall have an option to extend the Term, any Renewal Term or any Automatic Renewal Term, as appropriate, for a period of six (6) months (the "Equipment Replacement Window") at the most recent monthly rental payment, pro rated based upon actual number of Units replaced during a month. During the Equipment Replacement Window, Lessee may designate new or used equipment to be added to a new Lease Schedule under the Lease, which equipment shall be acceptable to Lessor and Lessee. The replacement equipment shall be installed under a new Lease Schedule on a monthly basis during the Equipment Replacement Window, in quantities acceptable to Lessor, at Lessor's reasonable discretion, subject to minimum increments of 250 Units, and each new Lease Schedule shall provide for a term of 24 months with equal monthly payments of Rent and Additional Rent. The replacement equipment shall be accepted as equipment under a new Lease Schedule upon delivery by Lessee of such documents and instruments as Lessor may require, such documents and instruments to be acceptable to Lessor at Lessor's reasonable discretion. 17.04 RETURN OPTION. At the expiration of the Term, any Renewal Term or any Automatic Renewal Term, upon 120 days' advance written notice to Lessor, Lessee shall have the option, at Lessee's expense, to return all and not less than all of the Equipment (the "Return Option") to Lessor, at a facility designated by Lessor, in good working order and condition. Lessee shall in all respects remain obligated under the Lease for payment of Rent, care, maintenance, delivery, use and insurance of the Equipment until Lessor inspects and accepts the Equipment being returned. In the event it shall at ant time be determined that by reason of the options hereby given or otherwise that the lease of the Equipment to which the Options applies was in fact a sale to the Lessee of the Equipment, the Lessee agrees that neither it nor its successors or assigns has or will have any claim or cause of action against Lessor, its successors or assigns, for any reason for loss sustained by virtue of such determination. 17.05 NOTICE OF EXERCISE OF OPTIONS. Written notice of exercise of any of the Options must be given by Lessee 120 days prior to expiration of the Term, the Renewal Term or Automatic Renewal Term. If Lessee fails to timely exercise either the Purchase Option, Renewal Option, Replacement Option or Return Option (collectively the "Options") the Lease shall automatically renew for a period of 120 days (the "Automatic Renewal Term") at the most recent monthly rental payment due under any Lease Schedule. At the expiration of the Automatic Renewal Term, and absent timely written notice of the exercise of any of the Options, -17-

the Automatic Renewal Term shall be automatically renewed for additional consecutive 120-day terms at the most recent monthly rental payment due under any Lease Schedule. 18. MISCELLANEOUS. 18.1 NOTICES. Except as otherwise required by law, all notices required herein shall be in writing and sent by prepaid certified mail or by courier, addressed to the party to whom notice is being given at the address of the party specified herein or such other address designated in writing. Notice shall be effective upon the earlier of its receipt or four (4) days after it is sent. 18.2 SURVIVAL OF INDEMNITIES. All indemnities of Lessee shall survive and continue in full force and effect for events occurring prior to the return of the Equipment to the Lessor, notwithstanding the expiration or termination of the Term. 18.3 COUNTERPARTS. Each Lease and any Lease Schedule may be executed in counterparts. 18.4 MULTIPLE LESSEES. If more than one Lessee is named in this Lease or a Lease Schedule the liability of each shall be joint and several. 18.5 TITLES. Section titles are not intended to have legal effect or limit or otherwise affect the interpretation of this Lease or any Lease Schedule. 18.6 WAIVER. No delay or omission in the exercise of any right or remedy herein provided or otherwise available to Lessor, or prior course of conduct, shall impair or diminish Lessor's rights to exercise the same or any other right of Lessor; nor shall any obligation of Lessee hereunder be deemed waived. The acceptance of rent by Lessor after it is due shall not be deemed to be a waiver of any breach by Lessee of its obligations under this Lease or any Lease Schedule. 18.7 SUCCESSORS. This Lease and each Lease Schedule shall inure to the benefit of and be binding upon Lessor and Lessee and their respective successors in interest. 18.8 NOT AN OFFER. Neither this Lease nor any Lease Schedule shall be deemed to constitute an offer or be binding upon Lessor until executed by Lessor's authorized officer. 18.9 SEVERABILITY. If any provisions of this Lease or any Lease Schedule shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions thereof shall not be affected or impaired in any way. -18-

18.10 DISCLOSURE TO GAMING AUTHORITIES. Lessor agrees to cooperate fully with Lessee, the Nevada Gaming Commission and/or the Nevada Gaming Control Board relating to any disclosure or transaction report Lessee is required to make with respect to this Lease or any assignment of this Lease. 18.11 MODIFICATION. Lessor and Lessee agree that any modifications to this Lease or any Lease Schedule shall be in writing and shall be signed by both parties and their last known assignees, if any. LESSOR AND LESSEE AGREE TO PROVIDE THE CHAIRMAN OF THE NEVADA STATE GAMING CONTROL BOARD NOTICE AND DETAIL OF ANY AMENDMENT TO THIS LEASE OR ANY LEASE SCHEDULE. 18.12 LEASE IRREVOCABLE. This Lease is irrevocable for the full Term hereof and the Rent shall not abate by reason of termination of Lessee's right of possession and/or the taking of possession by the Lessor or for any other reason. 18.13 GOVERNING LAW. This Lease and each Lease Schedule are entered into under and shall be construed in accordance with, and governed by the laws of the State of Nevada. 18.14 RIDERS. In the event that any riders are attached hereto and made a part hereof and if there is a conflict between the terms and provisions of any rider and the terms and provisions herein, the terms and provisions of the rider shall control to the extent of such conflict. 18.15 ENTIRE AGREEMENT. LESSEE REPRESENTS THAT IT HAS READ, RECEIVED, RETAINED A COPY OF AND UNDERSTANDS THIS LEASE, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LESSOR AND LESSEE AGREE THAT THIS LEASE, ALL RIDERS, LEASE SCHEDULES, OR EXHIBITS HERETO, AND THE LEASE SCHEDULES SHALL CONSTITUTE THE ENTIRE AGREEMENT AND SUPERSEDE ALL PROPOSALS, ORAL OR WRITTEN, ALL PRIOR NEGOTIATIONS AND ALL OTHER COMMUNICATIONS BETWEEN LESSOR AND LESSEE WITH RESPECT TO ANY UNIT. [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] -19-

IN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly executed on the date first set forth above.
LESSOR: VIDEOTRONICS, INC., A NEVADA CORPORATION By: Its: /s/ NEIL NETLEY __________________________________ President __________________________________

LESSEE:

SANTA FE HOTEL, INC., A NEVADA CORPORATION By: Its: /s/ THOMAS K. LAND ______________________________________________ Sr. Vice President and Chief Financial Officer ______________________________________________

-20-

LEASE SCHEDULE NO. 1 TO EQUIPMENT LEASE This Lease Schedule No. 1 is attached to and made a part of the Master Lease Agreement ("Lease") between Videotronics, Inc., a Nevada corporation, ("Lessor") and Santa Fe Hotel, Inc., a Nevada corporation ("Lessee") dated April 15, 1996. 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 is April 15, 1996. 3. Termination: The Term shall commence on the Commencement Date and shall terminate May 15, 1998. 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 the amount of $75,448.35 shall be due and payable on May 15, 1996. b. The remaining payments are due on the first day of each month thereafter through and including May 15, 1998 in the amount of $75,448.35. c. In addition to the monthly Basic Rent due as set forth above, Lessee shall pay Lessor an amount equal to all taxes which may be imposed by any Federal, State or local authority from time to time. 5. All of the provisions of the above-mentioned Lease are incorporated by reference herein as if set forth fully herein.
Dated: LESSOR: April 15, 1996. VIDEOTRONICS, INC., a Nevada corporation

/s/ NEIL NETLEY ____________________________ Its: President ____________________________ LESSEE: SANTA FE HOTEL, INC., A NEVADA CORPORATION

By:

By:

/s/ THOMAS K. LAND ____________________________ Its: Sr. Vice President and ____________________________ Chief Financial Officer ____________________________

EXHIBIT 10.127 GUARANTY OF LEASE April 15, 1996 FOR VALUE RECEIVED, and in order to induce Videotronics, Inc., a Nevada corporation ("Lessor"), to enter into, execute and deliver that certain Master Lease Agreement and Lease Schedule No. 1, each dated April 15, 1996 (hereinafter collectively referred to as the "Lease"), between Lessor and Santa Fe Hotel, Inc., a Nevada corporation ("Lessee"), the undersigned ("Guarantor," whether one or more) hereby absolutely and unconditionally guarantees to said Lessor, its successors and assigns, the due and prompt performance and observance of all of the obligations of said Lease to be met by Lessee, including but not limited to the payment of rent and other payments to be made under the Lease. The undersigned agrees that no act or thing, except for payment in full or written release of this Guaranty by Lessor, which but for this provision might or could at law or in equity act as a release of the liability of the undersigned hereunder, shall in any way affect or impair the absolute and unconditional obligation of the undersigned. This Guaranty shall be a continuing, absolute and unconditional Guaranty and shall be in full force and effect until all amounts due and owing under the Lease are paid in full, notwithstanding the expiration or sooner termination of the Lease or for the term of the Lease and any renewals thereof or until this Guaranty has been released in writing by Lessor, whichever occurs first. The undersigned hereby waives all notices and protests, as well as all defenses and offsets which could or may in any way be asserted against said Lessor, either on the part of Lessee or by the Guarantor itself. This Guaranty shall inure to the benefit of the successors and assigns of said Lessor, including any subsequent holder of Lessor's interest in the Lease. The undersigned hereby waives notice of the execution of the Lease; waives notice of the date of commencement of said Lease and of any assignment or transfer of Lessor's interest in the Lease and agrees to be bound by the terms of this Guaranty to any subsequent transferee or assignee of Lessor without further notice or acceptance by such transferee or assignee. Additionally, the undersigned Guarantor agrees to reimburse Lessor for any and all reasonable costs or expenses, including reasonable legal fees, incurred by Lessor in enforcing the terms and conditions of the Lease or this Guaranty. The undersigned hereby agrees that the Lessor may from time to time without notice to or consent of the undersigned and upon such terms and conditions as the Lessor may deem advisable without affecting this Guaranty (a) release any maker, surety or other person liable for payment of all or any part of the obligations under the Lease; (b) make any agreement extending or otherwise altering the time for or the terms of payment of rent and/or fulfillment of the obligations of Lessee under the Lease; (c) modify, waive, compromise, release, subordinate, resort to,

exercise or refrain from exercising any right the Lessor may have hereunder, under the Lease or any other security given for payment of rent and/or fulfillment of other obligations of Lessee under the Lease; (d) accept additional security or guarantees of any kind; (e) transfer or assign the Lease to any other party; (f) accept from Lessee or any other party partial payment or payments on account of the Lease; (g) release, settle or compromise any claim of the Lessor against the Lessee, or against any other person, firm or corporation whose obligation is held by the Lessor as security for the payment of rent and/or the fulfillment of other obligations of Lessee under the Lease. The undersigned hereby unconditionally and absolutely waives (a) any obligation on the part of the Lessor to protect, secure or insure any of the Leased Premises; (b) the invalidity or unenforceability of the Lease; (c) notice of acceptance of this Guaranty by the Lessor; (d) notice of presentment, demand for payment, notice of nonperformance, protest, notices of protest and notices of dishonor, notice of non-payment or partial payment; (e) notice of any defaults under the lease or in the performance of any of the covenants and agreements contained therein or in any instrument given as security for the Lease; (f) any defense, offset or claim the Lessee or the undersigned may have against the Lessor; (g) any limitation or exculpation of liability on the part of the Lessee whether contained in the Lease or otherwise; (h) any transfer by the Lessee; (i) any failure, neglect or omission on the part of Lessor to realize or protect the equipment leased pursuant to the Lease (the "Leased Equipment") or any security given therefor; (j) any right to insist that the Lessor proceed against the Lessee or against any other Guarantor or surety prior to enforcing this Guaranty; provided, however, at its sole discretion the Lessor may either in a separate action or an action pursuant to this Guaranty pursue its remedies against the Lessee or any other Guarantor or surety, without affecting its rights under this Guaranty; or (k) any order, method or manner of application of any payments on the Lease. Without limiting the generality of the foregoing, the undersigned will not assert against the Lessor any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti- deficiency statute, fraud, ultra vires acts, usury, illegality or unenforceability which may be available to the Lessee in respect of the Lease, or any setoff available against the Lessor to the Lessee whether or not on account of a related transaction. The undersigned further agrees that no act or thing which, but for this provision, might or could at law or in equity act as a release of the liabilities of the undersigned hereunder, shall in any way affect or impair this Guaranty and the undersigned agrees that this shall be a continuing, absolute and unconditional Guaranty and shall be in full force and effect until the 2

indebtedness Guaranty has been paid in full. The undersigned agrees this Guaranty is executed in order to induce the Lessor to lease the Leased Equipment to Lessee with the intent that it be relied upon by the Lessor. This Guaranty shall run with the Leased Equipment and without the need for any further assignment of this Guaranty to any subsequent owner of the Leased Equipment or the need for any notice to the undersigned thereof. Upon assignment of the Lease to any subsequent party, said subsequent party may enforce this Guaranty as if said party had been originally named as Lessor hereunder. No right or remedy herein conferred upon or reserved to the Lessor is intended to be exclusive of any other available remedy or remedies but each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Guaranty or now or hereafter existing at law or in equity. No waiver, amendment, release or modification of this Guaranty shall be established by conduct, custom or course of dealing, but only by an instrument in writing duly executed by Lessor. This Guaranty and each and every part hereof, shall be binding upon the undersigned and upon its heirs, administrators, representatives, executors, successors and assigns and shall inure to the pro rata benefit of each and every future Lessor under the Lease, including the heirs, administrators, representatives, executors, successors and assigns of the Lessor. The undersigned expressly agrees that the liability and obligations under this Guaranty shall not in any way be affected by the institution by or against the Lessee of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other similar proceedings for relief under any bankruptcy law or similar law for relief of debtors and that upon the institutions of any of the above actions, at the Lessor's sole discretion and without any notice thereof or demand therefor, the entire unpaid rent and other payments due under the Lease shall become immediately due and payable and enforceable against the Guarantor. This Guaranty is executed under and intended to be construed by the laws of the State of Nevada. The undersigned consents to be sued in the jurisdiction and venue of any District Court in the State of Nevada, such jurisdiction and venue to be determined at the sole option and election of Lessor. 3

IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed as of the 15th day of April, 1996.
GUARANTOR: SANTA FE GAMING CORPORATION, a Nevada Corporation

By:

/s/ THOMAS K. LAND ____________________________

Its: CFO & Senior Vice President ____________________________

4

EXHIBIT 10.128 NOTICE, CONSENT AND ACKNOWLEDGMENT OF ASSIGNMENT THIS NOTICE, CONSENT AND ACKNOWLEDGMENT OF ASSIGNMENT is made and entered into as of the 9 day of May, 1996, by and between VIDEOTRONICS, INC., a Nevada corporation, ("Lessor"), SANTA FE HOTEL, INC., a Nevada corporation ("Lessee") PDS FINANCIAL CORPORATION, a Minnesota corporation ("Assignee") and the certain entities listed on Schedule I hereto (each as "Buyer" and collectively, the "Buyers"). PRELIMINARY RECITALS: A. Lessor is leasing to Lessee certain equipment and personal property (the "Equipment") pursuant to a Master Lease Agreement dated April 15, 1996 and Lease Schedule No. 1 thereto, dated of even date therewith, entered into by and between Lessor and Lessee (collectively the "Lease"). B. The Lessor has assigned to Assignee, all of its right, title and interest in and to all payments due and to become due under the Lease as well as such security interest in the Equipment pursuant to a Security Agreement dated April 15, 1996 by and between Lessor and Assignee (the "Security Agreement"). Lessor has agreed to take possession of the Equipment in the event of a default under the Lease pursuant to a Repossession Agreement dated April 15, 1996 by and between Lessor and Assignee (the "Repossession Agreement"). C. The Assignee has further transferred and assigned to The Buyers, an undivided interest in Assignee's right, title and interest in and to all payments due and to become due under the Lease. D. The Buyers and Assignee desire to notify Lessor and Lessee of the assignment of the rental payments due under the Lease and to enter into certain agreements in regard thereto. NOW THEREFORE, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor, Lessee, Assignee and The Buyers agree as follows: 1. Notice of Assignment. The Buyers and Assignee hereby give notice to Lessor and Lessee that Assignee has assigned the rental payments payable under the Lease, and has assigned a security interest in and to the Equipment leased thereunder and all proceeds thereof granted by Lessor to Lessee, to the Buyers. -1-

Notwithstanding the foregoing, until such time as Lessee receives written notification from the Buyers to the contrary, effective upon the execution and delivery of this Agreement, Lessee hereby agrees to make all rental payments and other sums owing under the Lease directly to the Buyers in the following amounts and at the following addresses: (a) 36% of all such rental payments and other sums owing under the Lease to Oppenheimer & Co., Inc., for itself and as agent for certain entities through the following wire instructions: OPCO Entities Morgan Guaranty ABA #021-000-238 A/C Oppenheimer & Co., Inc. A/C #047-32-996 F/C to Reorg - Contrarian A/C #599-1-5 Ref: Santa Fe Hotels and, at the same time, (b) 47% of all such rental payments and other sums owing under the Lease to Mellon Bank, N.A., as Trustee for First Plaza Group Trust through the following wire instructions. Federal Reserve Bank of Boston ABA # 011-2341 BOS SA FE DEP DDA #: 16229 For: First Plaza Group Trust CCA ACCT # 6MCF1744212 Ref: Santa Fe Hotels and, at the same time, (c) 17% of all such rental payments and other sums owing under the Lease to Contrarian Capital Fund I, L.P. through the following wire instructions: Citibank ABA #021-000-089 A/C Bear Stearns & Co., Inc. A/C #0925-3186 F/C to Contrarian Capital Fund I, L.P. A/C #102-04788-20 Ref: Santa Fe Hotels -2-

This Assignment is irrevocable on the part of the Assignee, the Lessee and Lessor and may not be amended, withdrawn, rescinded or canceled without the written consent of The Buyers. 2. Consent and Acknowledgment. Lessee hereby acknowledges receipt of notice of, and consent to, such assignment and agrees as follows: (a) Lessee's obligation to pay rent and all other sums under the Lease are absolute and unconditional, and Lessee shall pay to the Buyers all rent and other sums under the Lease directly to the Buyers, without abatement, reduction, set-off, counterclaim, recoupment, defense, deferment or interruption for any reason whatever, and said obligations shall continue in all events and shall not be terminated or affected in any regard as a result of any reason, cause or event whatsoever; (b) the Lease is in full force and effect and a true and correct copy of the Lease is attached hereto as Exhibit "A"; (c) no default exists on the part of Lessee or Lessor in the performance of its respective obligations under the Lease; (d) The Buyers and Assignee shall not be chargeable with any obligations or liabilities under the Lease; (e) the Equipment has been delivered to the Premises set forth in the Lease, found to be in good working order and accepted as the Equipment under the Lease; (f) Lessee will send copies of all notices which are required to be sent to Lessor under the Lease to Assignee and The Buyers; and (g) Lessee will not permit the Lease or any of its provisions to be amended or waived and Lessee will not rely on any consents given by Lessor, without the prior written consent of Assignee and he Buyers which shall not be unreasonably withheld. Lessor hereby acknowledges receipt of notice of, and consent to such assignment and hereby agrees during the Term of the Lease as follows: (a) Lessor will forward to the Buyers at their address set forth on Schedule I hereto copies of any financial statements and other documents and written information Lessor receives pursuant to the Lease and any other documents executed and delivered in connection therewith, (b) to the extent not in violation of the Lease, Lessor agrees that it will not take any action or grant any consent, waiver or amendment with respect to the Lease, the Security Agreement, the Repossession Agreement or the Equipment or with respect to any party thereto, except in accordance with the prior written directions of the Buyers and (c) Lessor agrees to promptly pay over and deliver to the Buyers the entire amount of all payments (without set-off, deduction or withholding) received by the Lessor in consideration of the Lease, the Security Agreement, the Repossession Agreement or the Equipment. -3-

3. Reaffirmation of Lease. Lessee hereby affirms the Lease and this Notice, Consent and Acknowledgment of Assignment and that there have been no prepayments of rent or other payments due under the Lease. 4. The Buyers's Rights. This instrument is executed to induce the Buyers to advance funds to Assignee, and the Buyers shall be entitled to rely on the terms contained herein and to enforce this instrument. 5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto, and their respective successors and assigns. Lessor and Lessee agree that Buyers are a permitted assignee under the terms of the Lease and that subject to the laws and regulations of the Nevada Gaming authorities all of the rights and remedies of the Lessor under the Lease shall inure to the benefit of and shall be enforceable by the Buyers. 6. Reaffirmation of the Security Agreement and the Repossession Agreement. Lessor hereby consents to the above referenced assignment to The Buyers and affirms its obligation under the Security and the Repossession Agreements dated April 15, 1996 between Lessor and Assignee in favor of The Buyers and all of the rights and remedies of Assignee under the Security and the Repossession Agreements shall inure to the benefit of and shall be enforceable by the Buyers. 7. Gaming Approval. Lessor, Assignee and the Buyers hereby agree that they will seek all necessary approvals from the Nevada Gaming Commission and/or Nevada Gaming Control Board with respect to the abovereferenced assignments. Lessee has been advised by the Nevada Gaming Control Board that the Lease and the collateral documents have been approved. 8. Liability of the Buyers. The liability of the Buyers on account of any obligation created or incurred hereunder shall be several, not joint, and shall be limited to the percentage interest owned by such Buyer as set forth on Schedule I hereto. Notwithstanding anything contained in this Agreement to the contrary, the parties agree that no officer, director or general or limited partner of any Buyer, as the case may be, shall be personally liable for any obligations or liabilities of such Buyer under this Agreement and all obligations and liabilities of any Buyer under this Agreement shall be enforceable solely against such Buyer and such Buyer's assets and not against any assets of any officer, director or general or limited partner of such Buyer, as the case may be. -4-

Executed as of the date first above-written. VIDEOTRONICS, INC., A NEVADA CORPORATION
By: /s/ NEIL NETLEY ------------------------------------Its: President ------------------------------------

SANTA FE HOTEL, INC., A NEVADA CORPORATION
By: /s/ THOMAS K. LAND ------------------------------------Its: Sr. V. Pres. & CFO ------------------------------------

PDS FINANCIAL CORPORATION, A MINNESOTA CORPORATION
By: /s/ DAVID R. MYLREA ------------------------------------Its: COO ------------------------------------

OPPENHEIMER & CO., INC., FOR ITSELF AND AS AGENT FOR THE OPCO ENTITIES SET FORTH ON SCHEDULE I HERETO By Contrarian Capital Advisors, L.L.C., its duly authorized agent
By: /s/ Sam S. Kim ------------------------------------Name: Sam S. Kim Title: Partner

MELLON BANK, N.A. SOLELY IN ITS CAPACITY AS TRUSTEE FOR FIRST PLAZA GROUP TRUST (AS DIRECTED BY CONTRARIAN CAPITAL ADVISORS, L.L.C.), AND NOT IN ITS INDIVIDUAL CAPACITY
By: /s/ William R. Nee ------------------------------------Name: William R. Nee Title: Associate Counsel

-5-

CONTRARIAN CAPITAL FUND I By Contrarian Capital Management, L.L.C., General Partner
By: /s/ Sam S. Kim ------------------------------------Name: Sam S. Kim Title: Partner

-6-

SCHEDULE I
Pro Rata Share -------------A. OPCO ENTITIES Oppenheimer Horizon Partners, L.P. Oppenheimer Institutional Horizon Partners, L.P. Oppenheimer International Horizon Fund II, Ltd. Oppenheimer & Co., Inc The & Trust Total OPCO ENTITIES Mellon Bank, N.A., as Trustee for First Plaza Group Trust Contrarian Capital Fund I Total 14.95% 15.71% 3.64% 0.58% 1.14% -----36.00% 47.00% 17.00% -----100.00% =======

B. C.

Address for All Notices to the Buyers: c/o Contrarian Capital Management, L.L.C. 411 West Putnam Avenue Suite 225 Greenwich, Connecticut 06830 Unites States of America Attention: Ms. Janice Stanton Tel: (203) 862-8204 Fax: (203) 629-1977 with copies to Robinson Silverman Pearce Aronsohn & Berman LLP 1290 Avenue of the Americas New York, New York 10104 United States of America Attention: Thomas T. Janover, Esq. Tel: (212) 541-2097 Fax: (212) 541-4630 -7-

ARTICLE 5 MULTIPLIER: 1

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED

3 MOS SEP 30 1996 JAN 01 1996 MAR 31 1996 23,634,015 0 3,005,835 0 1,358,792 32,502,479 206,836,141 44,986,108 249,648,488 27,489,090 168,476,980 0 18,221,589 61,954 51,513,504 249,648,488 0 97,907,098 0 32,277,154 20,300,208 0 12,950,139 32,379,597 11,160,000 21,219,597 0 7,854,707 0 29,074,304 4.58 0