EXHIBIT 10.54
ANNEX I
TO
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF AUGUST 28, 1998
LIST OF LENDERS; COMMITMENT
AMOUNTS; APPLICABLE LENDING OFFICES
1. FIRST SOURCE FINANCIAL LLP
c/o First Source Financial, Inc.
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▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
REVOLVING LOAN COMMITMENT AMOUNT: $ 5,000,000
TERM LOAN A COMMITMENT AMOUNT: $30,000,000
TERM LOAN B COMMITMENT AMOUNT: $0
DOMESTIC LENDING OFFICE: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LIBOR LENDING OFFICE: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
2. THE TRAVELERS INSURANCE COMPANY (TRAL & CO.)
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
REVOLVING LOAN COMMITMENT AMOUNT: $0
TERM LOAN A COMMITMENT AMOUNT: $0
TERM LOAN B COMMITMENT AMOUNT: $ 5,000,000
DOMESTIC LENDING OFFICE: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LIBOR LENDING OFFICE: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
3. ALLSTATE INSURANCE COMPANY
Private Placements
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
REVOLVING LOAN COMMITMENT AMOUNT: $0
TERM LOAN A COMMITMENT AMOUNT: $5,000,000
TERM LOAN B COMMITMENT AMOUNT: $0
DOMESTIC LENDING OFFICE: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
LIBOR LENDING OFFICE: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
4. ALLSTATE LIFE INSURANCE COMPANY
Private Placements
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
REVOLVING LOAN COMMITMENT AMOUNT: $0
TERM LOAN A COMMITMENT AMOUNT: $5,000,000
TERM LOAN B COMMITMENT AMOUNT: $0
DOMESTIC LENDING OFFICE: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
LIBOR LENDING OFFICE: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
5. ▇▇▇▇▇ ▇▇▇▇▇ MANAGEMENT (SENIOR DEBT PORTFOLIO)
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
REVOLVING LOAN COMMITMENT AMOUNT: $0
TERM LOAN A COMMITMENT AMOUNT: $5,000,000
TERM LOAN B COMMITMENT AMOUNT: $0
DOMESTIC LENDING OFFICE: ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LIBOR LENDING OFFICE: ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
6. FIDELITY & GUARANTY LIFE INSURANCE CO.
C/O FALCON ASSET MANAGEMENT
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
REVOLVING LOAN COMMITMENT AMOUNT: $0
TERM LOAN A COMMITMENT AMOUNT: $0
TERM LOAN B COMMITMENT AMOUNT: $5,500,000
DOMESTIC LENDING OFFICE: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
LIBOR LENDING OFFICE: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
7. UNITED STATES FIDELITY & GUARANTY COMPANY
C/O FALCON ASSET MANAGEMENT
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
REVOLVING LOAN COMMITMENT AMOUNT: $0
TERM LOAN A COMMITMENT AMOUNT: $0
TERM LOAN B COMMITMENT AMOUNT: $2,000,000
DOMESTIC LENDING OFFICE: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
LIBOR LENDING OFFICE: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
8. CARAVELLE INVESTMENT FUND, L.L.C.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
REVOLVING LOAN COMMITMENT AMOUNT: $0
TERM LOAN A COMMITMENT AMOUNT: $7,500,000
TERM LOAN B COMMITMENT AMOUNT: $0
DOMESTIC LENDING OFFICE: ▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇.▇.
▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
LIBOR LENDING OFFICE: ▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇.▇.
▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
9. CIBC ▇▇▇▇▇▇▇▇▇▇▇ CORP.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
REVOLVING LOAN COMMITMENT AMOUNT: $0
TERM LOAN A COMMITMENT AMOUNT: $6,000,000
TERM LOAN B COMMITMENT AMOUNT: $0
DOMESTIC LENDING OFFICE: CIBC ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
LIBOR LENDING OFFICE: CIBC ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
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▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
10. SANWA BUSINESS CREDIT CORPORATION
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▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
REVOLVING LOAN COMMITMENT AMOUNT: $0
TERM LOAN A COMMITMENT AMOUNT: $5,000,000
TERM LOAN B COMMITMENT AMOUNT: $0
DOMESTIC LENDING OFFICE: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LIBOR LENDING OFFICE: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
11. CHANCELLOR\TRITON CBO, LIMITED
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
REVOLVING LOAN COMMITMENT AMOUNT: $0
TERM LOAN A COMMITMENT AMOUNT: $4,000,000
TERM LOAN B COMMITMENT AMOUNT: $1,000,000
DOMESTIC LENDING OFFICE: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
LIBOR LENDING OFFICE: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
SCHEDULE A
TO
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF AUGUST 28, 1998
CLOSING DOCUMENT LIST
Attached
SCHEDULE B
TO
AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF AUGUST 28, 1998
DISCLOSURE SCHEDULES
Attached
ANNEXES
-------
ANNEX I List of Lenders; Commitment Amounts; Applicable
Lending Offices
SCHEDULES
---------
SCHEDULE A Closing Document List
SCHEDULE B Disclosure Schedules
SCHEDULE B, PART 6.1 States in which Qualified
SCHEDULE B, PART 6.9 Contingent Obligations and Other Liabilities
SCHEDULE B, PART 6.10 Chief Executive Offices; Locations of Collateral
SCHEDULE B, PART 6.11 Subsidiaries
SCHEDULE B, PART 6.12 Pending Judgments, Litigation and other Claims
SCHEDULE B, PART 6.14 Labor Contracts
SCHEDULE B, PART 6.16 Plans
SCHEDULE B, PART 6.17 Environmental Matters
SCHEDULE B, PART 6.20 Tax Matters; Tax Sharing Agreements
SCHEDULE B, PART 6.21 Material Contracts
SCHEDULE B, PART 6.22 Memorandum
SCHEDULE B, PART 8.8 Existing Indebtedness
SCHEDULE B, PART 8.9 Existing Liens
EXHIBITS
--------
EXHIBIT A Form of Borrowing Base Certificate
EXHIBIT B-1 Form of Extension Request
EXHIBIT B-2 Form of Increase Request
EXHIBIT C Form of LIBOR Election Notice
EXHIBIT D Form of Notice of Borrowing
EXHIBIT E Form of Revolving Note
EXHIBIT F Form of Term Loan A Note
EXHIBIT G Form of Term Loan B Note
EXHIBIT H Form of Compliance Certificate
EXHIBIT I Form of Assignment and Assumption Agreement
EXHIBIT A
---------
FORM OF BORROWING BASE CERTIFICATE
----------------------------------
I,_______________________, in my capacity as
________________________________ of Mikohn Gaming Corporation, a Nevada
corporation ("BORROWER"), hereby certify in connection with the Amended and
Restated Credit Agreement dated as of August 28, 1998 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"AMENDED AND RESTATED CREDIT AGREEMENT"), among Borrower, the Lenders party
thereto and First Source Financial LLP, an Illinois limited liability
partnership, in its capacity as agent for the Lenders party thereto (in such
capacity, the "AGENT"), that I am the duly elected ____________________________
of Borrower and that the information and each calculation set forth in the
attached Borrowing Base Certificate are true, correct and complete as of the
Computation Date set forth on such Borrowing Base Certificate and are calculated
in accordance with the Credit Agreement. Unless otherwise defined herein, all
terms used herein shall have the meanings ascribed to them in the Credit
Agreement.
Borrower hereby certifies that Borrower is in material compliance with all
the terms and provisions set forth in the Amended and Restated Credit Agreement
and no Default or Event of Default has occurred and is continuing.
Dated:_______________,________
MIKOHN GAMING CORPORATION, a Nevada corporation
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
MIKOHN GAMING CORPORATION
BORROWING BASE CERTIFICATE
I. BORROWING BASE CALCULATION AS OF ____________,
______ (THE "COMPUTATION DATE")
Eligible Accounts Receivable at Computation Date (A) $_____________
(B) .85
Availability (A x B) (C) $_____________
Eligible Inventory at Computation Date (D) $_____________
(E) .60
Availability (D x E) (F) $_____________
Borrowing Base at Computation Date (C + F) $_____________
II. CALCULATION OF ELIGIBLE ACCOUNTS RECEIVABLE
1. Total Accounts Receivable at Computation Date $_____________
2. Total Accounts Receivables Reduced by:
Accounts arising out of a sale made by Credit
Party to an Affiliate of such Credit Party or to any
other Credit Party $_____________
Unpaid Accounts more than ninety (90) days after
the original payment due date $_____________
Accounts from the same account debtor or its
Affiliate and fifty percent (50%) or more of all
Accounts from that same account debtor (and its
Affiliates) which are ineligible under (J) above $_____________
Accounts where the account debtor is a creditor of
such Credit Party, has asserted in writing a right of
setoff against such Credit Party, has disputed in
writing its liability or made any written claim with
respect to the said Account or any other Account
which has not been resolved, but in each of the
foregoing cases, solely to the extent of the amount
of such actual or asserted right of setoff, or the
amount of such dispute or claim, as the case may
be and in all events as evidenced or asserted in
writing $_____________
Accounts where the account debtor is (or the
assets of the account debtor are) the subject of an
Insolvency Event unless the account debtor has
obtained post-petition financing on terms
reasonably acceptable to Agent $_____________
Accounts which are not payable in United States
dollars or Canadian dollars or the account debtor
for the Account is located outside the continental
United States and Canada, unless the Accounts are
supported by an irrevocable letter of credit
satisfactory to Agent (as to form, substance and
issuer) and assigned to and directly drawable by
Agent $_____________
Accounts where the sale to the account debtor is
on a guaranteed sale, sale-and-return, sale on
approval or consignment basis or made pursuant to
any other written agreement providing for
repurchase or return $_____________
Accounts where the account debtor is the United
States of America or any department, agency or
instrumentality thereof, unless such Credit Party
duly assigns its rights to payment of such Accounts
to Agent pursuant to the Assignment of Claims
Act of 1940, as amended (31 U.S.C. (S)(S) 3727 et
seq.) $_____________
Accounts arising under contracts where payment is
due over the term of the contract, the goods giving
rise to such Accounts have not been shipped and
delivered to and accepted by the account debtor,
the services giving rise to such Accounts have not
been performed and accepted or the Accounts
otherwise do not represent a final sale $_____________
Accounts which do not comply in all material
respects with all Requirements of Law $_____________
Accounts which are not subject to a valid and
perfected first priority Lien in favor of Agent or
does not otherwise conform to the representations
and warranties contained in the Credit Documents $_____________
3. Eligible Accounts Receivable at Computation Date $_____________
III. CALCULATION OF ELIGIBLE INVENTORY
1. Total Eligible Inventory at Computation Date $_____________
2. Total Eligible Inventory Reduced by:
Inventory not owned solely by such Credit Party
or such Credit Party does not have good, valid
and marketable title thereto $_____________
Inventory not located in the United States or
Canada $_____________
Inventory not located on property owned by a
Credit Party or by a third party that has
executed and delivered a Collateral Access
Agreement (other than Proprietary Gaming
Equipment located on property owned by a third
party who has not executed and delivered a
Collateral Access Agreement to the extent such
Proprietary Gaming Equipment is located on
such property solely for the purpose of a
temporary field trial) and, in the case of
Inventory located on property owned by such a
third party, it is segregated or otherwise
separately identifiable from goods of others, if
any, stored on such property $_____________
Inventory not subject to a valid and perfected
first priority Lien in favor of Agent, except,
with respect to such Inventory stored at locations
other than locations owned by a Credit Party,
for Liens for unpaid rent or normal and
customary warehousing charges $_____________
Inventory subject to a reserve for obsolescence
established in accordance with GAAP $_____________
3. Eligible Inventory at Computation Date $_____________
EXHIBIT B-1
-----------
FORM OF EXTENSION REQUEST
-------------------------
First Source Financial LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Contract Administration
Ladies and Gentlemen:
This Extension Request is furnished pursuant to the Amended and Restated
Credit Agreement, dated as of August 28, 1998 (as from time to time amended,
modified or supplemented, the "Amended and Restated Credit Agreement"), among
Mikohn Gaming Corporation, a Nevada corporation, the financial institutions from
time to time party thereto, as Lenders, and First Source Financial LLP, an
Illinois registered limited liability partnership, as Agent for such Lenders.
Capitalized terms used but not elsewhere defined herein shall have the
respective meanings ascribed to such terms in the Amended and Restated Credit
Agreement.
In accordance with Section 2.1.2 of the Amended and Restated Credit
-------------
Agreement, the undersigned hereby requests an extension of the Expiration Date
of the Revolving Loan Commitments to __________, ___, (or, if such date is not a
Business Day, to the next preceding Business Day).
Borrower hereby represents and warrants that no Default or Event of Default
presently exists and is continuing.
Please acknowledge and confirm (on behalf of the Revolving Lenders) such
extension by signing the enclosed copy of this letter in the space provided
below and returning it to the undersigned.
Very truly yours,
MIKOHN GAMING CORPORATION, a
Nevada corporation
By:___________________________
Name:_________________________
Title:________________________
The undersigned hereby acknowledges and confirms (on behalf of the Revolving
Lenders), this ____ day of _____________, 19__, the extension of the Expiration
Date as requested above.
FIRST SOURCE FINANCIAL LLP
By: First Source Financial, Inc.,
its Agent/Manager
By: _______________________________
Name Printed: _____________________
Its: ______________________________
2
EXHIBIT B-2
-----------
FORM OF INCREASE REQUEST
------------------------
First Source Financial LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Contract Administration
Ladies and Gentlemen:
This Increase Request is furnished pursuant to the Amended and Restated
Credit Agreement, dated as of August 28, 1998 (as from time to time amended,
modified or supplemented, the "Amended and Restated Credit Agreement"), among
Mikohn Gaming Corporation, a Nevada corporation, the financial institutions from
time to time party thereto, as Lenders, and First Source Financial LLP, an
Illinois registered limited liability partnership, as Agent for itself and the
other Lenders. Capitalized terms used but not elsewhere defined herein shall
have the respective meanings ascribed to such terms in the Amended and Restated
Credit Agreement.
In accordance with Section 2.1.2 of the Amended and Restated Credit
-------------
Agreement, the undersigned hereby requests an increase of the Revolving Loan
Commitments to $___________________ on __________, _____ (or, if such date is
not a Business Day, to the next preceding Business Day) and propose
_______________ as a new Revolving Lender.
Borrower hereby represents and warrants that no Default or Event of Default
presently exists and is continuing.
Please acknowledge and confirm such extension by signing the enclosed copy
of this letter in the space provided below and returning it to the undersigned.
Very truly yours,
MIKOHN GAMING CORPORATION, a
Nevada corporation
By:___________________________
Name:_________________________
Title:________________________
The undersigned hereby acknowledges and confirms, this ____ day of
_____________, 19__, the increase of the Revolving Loan Commitments on
_______________, _______ by adding __________________ as a new Revolving Lender,
as requested above.
FIRST SOURCE FINANCIAL LLP
By: First Source Financial, Inc.,
its Agent/Manager
By: _______________________________
Name Printed: _____________________
Its: ______________________________
4
EXHIBIT C
---------
NOTICE OF LIBOR ACTIVITY
------------------------
TO: First Source Financial, Inc., as Servicer
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▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: Loan Administration
RE: LIBOR Activity
We refer to that certain Amended and Restated Credit Agreement, dated as of
August 28, 1998 (as amended, restated, supplemented or otherwise modified from
time to time, the "Amended and Restated Credit Agreement") by and among MIKOHN
GAMING CORPORATION, a Nevada corporation, as Borrower, the financial
institutions from time to time party thereto, as Lenders, and FIRST SOURCE
FINANCIAL LLP, as Agent for itself and the other Lenders. Capitalized terms used
but not otherwise defined herein are used herein as defined in the Amended and
Restated Credit Agreement.
Pursuant to Section 2.5 of the Amended and Restated Credit Agreement,
Borrower hereby requests Lenders to convert and or continue the Loan(s)
indicated below (collectively, the "Requested LIBOR Activity"):
Please circle relevant transactions/activities
and complete requested information
---------------------------------------------
LIBOR CREATE (Conversion from Reference Rate):
---------------------------------------------
Effective Date: _____________________
Term [months] (circle one) 1 3 6
Amount: _________________ [minimum $1,000,000 in increments of $100,000]
Affected Tranche: (circle one) Revolver Term Loan A
LIBOR MATURING:
--------------
CONTINUATION TO NEW LIBOR RATE
Original Date: _____________________
Original Amount: ___________________
Affected Tranche: (circle one) Revolver Term Loan A
Effective Date: __________________
Term [months] (circle one) 1 3 6
Amount: __________ [minimum $1,000,000 in increments of $100,000]
Comments:_______________________________________________________________________
________________________________________________________________________________
_____.
To induce Agent and Lenders to effect the Requested LIBOR Activity,
Borrower hereby represents and warrants to Agent and Lenders that:
(a) No Event of Default or Default has occurred and is continuing, or has
resulted or will result from such Requested LIBOR Activity.
(b) The warranties contained in the Amended and Restated Credit Agreement
and in the Credit Documents are true and correct in all material
respects as of the date hereof, with the same effect as though made on
the date hereof (other than representations and warranties which
expressly relate solely to an earlier date, in which case such
representations and warranties were true and correct in all material
respects on and as of such earlier date).
Dated this ____ day of ____________, ____.
MIKOHN GAMING CORPORATION, a
Nevada corporation
By: __________________________
Name: ________________________
Title: _______________________
2
SCHEDULE I
FOR FSFI USE ONLY
Rate set for _______________ month LIBOR
Please be advised that the rate set for the LIBOR effective _________________
(date) for ___________________________________________________________ (tranche)
has been set as follows:
LIBOR Rate: _________
*Spread _________
All in Rate: _________
Effective: _________
Maturity Date: _________
Total Principal: _________
3
EXHIBIT D
---------
FORM OF NOTICE OF BORROWING
---------------------------
To: First Source Financial LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Contract Administration
We refer to the Amended and Restated Credit Agreement dated as of August
28, 1998 (herein as heretofore amended or modified called the "Amended and
Restated Credit Agreement") among Mikohn Gaming Corporation, a Nevada
corporation ("Borrower"), the financial institutions from time to time party
thereto, as Lenders, and First Source Financial LLP, an Illinois registered
limited liability partnership as Agent for such Lenders. Capitalized terms used
but not elsewhere defined herein are used herein as defined in the Amended and
Restated Credit Agreement.
Pursuant to Section 2.1 of the Amended and Restated Credit Agreement, the
undersigned hereby requests a Revolving Loan to be made on ____________, ____ in
the principal amount of $____________________ ("Requested Loan") to Borrower.
To induce Lenders to make the Requested Loan Borrower hereby represents and
warrants to Agent and Lenders that:
(a) No Event of Default or Default has occurred and is continuing, or has
resulted or will result from the making of the Requested Loan.
(b) The warranties and representations contained in Article 6 of the
Amended and Restated Credit Agreement and in the Credit Documents are
true and correct in all material respects as of the date hereof, with
the same effect as though made on the date hereof (other than
representations and warranties which expressly relate to an earlier
date, in which case such representations and warranties were true and
correct in all material respects on and as of such earlier date).
Dated this ________ day of ______________________, ____.
MIKOHN GAMING CORPORATION, a
Nevada corporation
By: _________________________
Name: _______________________
Title:_______________________
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE TRANSFERABLE
WITHOUT COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH LAWS UNLESS AN
EXEMPTION OR EXCLUSION FROM REGISTRATION IS AVAILABLE.
EXHIBIT E
---------
FORM OF REVOLVING NOTE
----------------------
$5,000,000.00 Due October 15, 2002
CUSIP No. ____________ Executed August 28, 1998
FOR VALUE RECEIVED, on or before October 15, 2002, the undersigned hereby
promises to pay to the order of ______________________, a(n) ___________________
("Lender"), at the principal office of LaSalle National Bank in Chicago,
Illinois, the principal amount of FIVE MILLION AND NO/100 DOLLARS
($5,000,000.00) or, if less, the aggregate unpaid principal amount of all
Revolving Loans made by Lender pursuant to the Amended and Restated Credit
Agreement hereinafter referred to.
The undersigned further promises to pay interest on the unpaid principal
amount of each Revolving Loan from the date of such Revolving Loan until such
Revolving Loan is paid in full, payable at such rate(s) and at such time(s),
applicable to Revolving Loans as provided in the Amended and Restated Credit
Agreement hereinafter referred to.
This Note evidences certain indebtedness incurred under, and is entitled to
the benefits of, that certain Amended and Restated Credit Agreement of even date
herewith (and, if amended, all amendments thereto) among the undersigned, the
financial institutions from time to time party thereto, and First Source
Financial LLP, an Illinois registered limited liability partnership, as agent
for such financial institutions (herein called the "Amended and Restated Credit
Agreement"), to which Amended and Restated Credit Agreement reference is hereby
made for a statement of the terms and provisions under which this Note may be
paid prior to its due date or its due date accelerated. Reference is hereby made
to the Amended and Restated Credit Agreement for provisions relating to
reductions in the principal amount of this Note. Terms used but not otherwise
defined herein are used herein as defined in the Amended and Restated Credit
Agreement hereinabove referred to.
This Note is secured pursuant to the Amended and Restated Credit Agreement
and the Credit Documents referred to therein, and reference is made thereto for
a statement of terms and provisions.
This Note is issued in substitution and replacement of, and evidences, in
part, Obligations previously evidenced by the Notes of the Borrower made payable
to the order of Lenders under and as defined in the Original Credit Agreement.
This Note shall not constitute a novation.
In addition to and not in limitation of the foregoing and the provisions of
the Amended and Restated Credit Agreement hereinabove referred to, the
undersigned further agrees, subject only to any limitation imposed by applicable
law, to pay all expenses, including reasonable attorneys' fees and legal
expenses, incurred by the holder of this Note in endeavoring to collect any
amounts payable hereunder which are not paid when due, whether by acceleration
or otherwise.
This Note is made under and governed by the laws of the State of Illinois
without regard to conflict of laws principles.
MIKOHN GAMING CORPORATION,
a Nevada corporation
By:________________________
Name:______________________
Title:_____________________
2
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE TRANSFERABLE
WITHOUT COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH LAWS UNLESS AN
EXEMPTION OR EXCLUSION FROM REGISTRATION IS AVAILABLE.
EXHIBIT F
---------
FORM OF TERM NOTE A
-------------------
$__________________ Due October 15, 2004
CUSIP No. ____________ Executed August 28, 1998
FOR VALUE RECEIVED, on or before October 15, 2004, the undersigned hereby
promises to pay to the order of [INSERT LENDER NAME] (a/an) ________________
("Lender") at the principal office of LaSalle National Bank in Chicago,
Illinois, the principal amount of _____________ MILLION AND NO/100 DOLLARS
($__,000,000.00) or, if less, the aggregate unpaid principal amount of Term Loan
A made by Lender pursuant to the Amended and Restated Credit Agreement
hereinafter referred to.
The undersigned further promises to pay interest on the unpaid principal
amount of Term Loan A from the date hereof until Term Loan A is paid in full,
payable at such rate(s) and at such time(s), applicable to the Term Loan A as
provided in the Amended and Restated Credit Agreement hereinafter referred to.
This Note evidences certain indebtedness incurred under, and is entitled to
the benefits of, that certain Amended and Restated Credit Agreement of even date
herewith (and, if amended, all amendments thereto) among the undersigned, the
financial institutions from time to time party thereto, and First Source
Financial LLP, an Illinois limited liability partnership as agent for such
financial institutions (herein called the "Amended and Restated Credit
Agreement"), to which Amended and Restated Credit Agreement reference is hereby
made for a statement of the terms and provisions under which this Note may be
paid prior to its due date or its due date accelerated. Terms used but not
otherwise defined herein are used herein as defined in the Amended and Restated
Credit Agreement hereinabove referred to.
This Note is secured pursuant to the Amended and Restated Credit Agreement
and the Credit Documents referred to therein, and reference is made thereto for
a statement of terms and provisions.
This Note is issued in substitution and replacement of, and evidences, in
part, Obligations previously evidenced by the Notes of the Borrower made payable
to the order of Lenders under and as defined in the Original Credit Agreement.
This Note shall not constitute a novation.
In addition to and not in limitation of the foregoing and the provisions of
the Amended and Restated Credit Agreement hereinabove referred to, the
undersigned further agrees, subject only to any limitation imposed by applicable
law, to pay all expenses, including reasonable attorneys' fees and legal
expenses, incurred by the holder of this Note in endeavoring to collect any
amounts payable hereunder which are not paid when due, whether by acceleration
or otherwise.
This Note is made under and governed by the laws of the State of Illinois
without regard to conflict of laws principles.
MIKOHN GAMING CORPORATION,
a Nevada corporation
By:____________________________
Name:__________________________
Title:_________________________
2
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE TRANSFERABLE
WITHOUT COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH LAWS UNLESS AN
EXEMPTION OR EXCLUSION FROM REGISTRATION IS AVAILABLE.
EXHIBIT G
---------
FORM OF TERM NOTE B
-------------------
$___,000,000.00 Due October 15, 2004
CUSIP No. ____________ Executed August 28, 1998
FOR VALUE RECEIVED, on or before October 15, 2004, the undersigned hereby
promises to pay to the order of [INSERT LENDER NAME] (a/an) ___________________
("Lender") at the principal office of LaSalle National Bank in Chicago,
Illinois, the principal amount of __________ MILLION AND NO/100 DOLLARS
($__,000,000.00) or, if less, the aggregate unpaid principal amount of Term Loan
B made by Lender pursuant to the Amended and Restated Credit Agreement
hereinafter referred to.
The undersigned further promises to pay interest on the unpaid principal
amount of Term Loan B from the date hereof until Term Loan B is paid in full,
payable at such rate(s) and at such time(s), applicable to the Term Loan B as
provided in the Amended and Restated Credit Agreement hereinafter referred to.
This Note evidences certain indebtedness incurred under, and is entitled to
the benefits of, that certain Amended and Restated Credit Agreement of even date
herewith (and, if amended, all amendments thereto) among the undersigned, the
financial institutions from time to time party thereto, and First Source
Financial LLP, an Illinois limited liability partnership, as agent for such
financial institutions (herein called the "Amended and Restated Credit
Agreement"), to which Amended and Restated Credit Agreement reference is hereby
made for a statement of the terms and provisions under which this Note may be
paid prior to its due date or its due date accelerated. Terms used but not
otherwise defined herein are used herein as defined in the Amended and Restated
Credit Agreement hereinabove referred to.
This Note is secured pursuant to the Amended and Restated Credit Agreement
and the Credit Documents referred to therein, and reference is made thereto for
a statement of terms and provisions.
This Note is issued in substitution and replacement of, and evidences, in
part, Obligations previously evidenced by the Notes of the Borrower made payable
to the order of Lenders under and as defined in the Original Credit Agreement.
This Note shall not constitute a novation.
In addition to and not in limitation of the foregoing and the provisions of
the Amended and Restated Credit Agreement hereinabove referred to, the
undersigned further agrees, subject only
to any limitation imposed by applicable law, to pay all expenses, including
reasonable attorneys' fees and legal expenses, incurred by the holder of this
Note in endeavoring to collect any amounts payable hereunder which are not paid
when due, whether by acceleration or otherwise.
This Note is made under and governed by the laws of the State of Illinois
without regard to conflict of laws principles.
MIKOHN GAMING CORPORATION,
a Nevada corporation
By:___________________________
Name:_________________________
Title:________________________
2
EXHIBIT H
---------
FORM OF COMPLIANCE CERTIFICATE
------------------------------
TO: First Source Financial LLP,
as Agent and a Lender
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
We refer to the Amended and Restated Credit Agreement, dated as of August
28, 1998 (herein, as amended or modified called the "AMENDED AND RESTATED CREDIT
AGREEMENT"), among Mikohn Gaming Corporation, a Nevada corporation, the
financial institutions from time to time party thereto, as Lenders, and First
Source Financial LLP, an Illinois registered limited liability partnership, as
Agent for such Lenders. Capitalized terms used but not elsewhere defined herein
shall have the respective meanings ascribed to such terms in the Amended and
Restated Credit Agreement. Section references used herein refer to such Sections
in the Amended and Restated Credit Agreement.
Borrower hereby certifies and warrants to you that the following is a true
and correct computation as at _______________, 199__ (the "COMPUTATION DATE") of
the following ratios and/or financial restrictions contained in Sections 8.1
through 8.7 of the Amended and Restated Credit Agreement for the periods shown:
[to be prepared by FSFP]
Borrower hereby further certifies and warrants to you that no Default or
Event of Default has occurred and is continuing since the most recent Compliance
Certificate furnished by the Borrower to the Agent except for such Defaults or
Events of Default, if any, as follows:
________________________________________________________________________________
_________________________________________________
IN WITNESS WHEREOF, Borrower has caused this Certificate to be executed and
delivered by its duly authorized officer this ____ day of __________, 199_.
MIKOHN GAMING CORPORATION,
a Nevada corporation
By:__________________________
Name:________________________
Title:_______________________
EXHIBIT I
---------
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
-------------------------------------------
____________, ______
Reference is made to the Agreement described in ITEM 2 of ANNEX I annexed
hereto (as amended through the date hereof, the "AMENDED AND RESTATED CREDIT
AGREEMENT"). [ASSIGNOR] (the "ASSIGNOR") and [ASSIGNEE] (the "ASSIGNEE") agree
as follows:
1. When capitalized and used herein, terms defined in the Amended and
Restated Credit Agreement and not otherwise defined herein shall have the
meanings ascribed to them in the Amended and Restated Credit Agreement.
2. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, that interest in and to
all of the Assignor's rights and obligations under the Amended and Restated
Credit Agreement as of the date hereof which represents the percentage interest
specified in the applicable sections of ITEM 4 of ANNEX I of all outstanding
rights and obligations under the Amended and Restated Credit Agreement relating
to the Revolving Loan Commitment, the Term Loan A Commitment and the Term Loan B
Commitment. After giving effect to such sale and assignment, the Assignee's
Revolving Loan Commitment, Term Loan A Commitment, Term Loan B Commitment and
the amount of the Loans owing to the Assignee and the Assignee's interest in the
Letters of Credit will be as set forth in ITEM 4 of ANNEX I.
3. The Assignor (I) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (II) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Amended and
Restated Credit Agreement of the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Amended and Restated Credit Agreement,
the Notes, or any other instrument or document furnished pursuant thereto; and
(III) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of Borrower or any of its Subsidiaries or the
performance or observance by Borrower or any of its Subsidiaries of any of
Borrower's obligations under the Amended and Restated Credit Agreement, the
Notes, or any other instrument or document furnished pursuant thereto.
4. The Assignee (I) represents that it is either (A) a Person organized
under the laws of the United States or a state thereof or (B) if it is a Person
organized under the laws of any jurisdiction other than the United States or any
state thereof (a "FOREIGN LENDER"), the information set forth in the documents
delivered pursuant to clause (VII) of this SECTION 4 is true and correct as of
the date hereof; (II) confirms that it is either a commercial lender, other
financial institution or "accredited investor" (as defined in Regulation D
promulgated under the Securities Act of 1933, as amended) which makes loans or
purchases notes in the ordinary course of business and that it will make all
Loans under the Amended and Restated Credit Agreement solely for its own account
in the ordinary course of business and not with a view to or for sale in
connection with any distribution of the Notes; PROVIDED, HOWEVER, that (X) the
Assignee shall not be deemed to have
breached this representation by making assignments or granting participations as
permitted in the Amended and Restated Credit Agreement and (Y) the disposition
of the Notes, or other evidence of debt held by the Assignee shall at all times
be within its exclusive control; (III) confirms that it has received a copy of
the Amended and Restated Credit Agreement, together with copies of the financial
statements referred to therein and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Assumption Agreement; (IV) agrees that it will
independently and without reliance upon the Agent, the Assignor or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Amended and Restated Credit Agreement; (V) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Amended and Restated Credit Agreement as are delegated to
the Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (VI) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Amended and Restated
Credit Agreement are required to be performed by it as a Lender; and (VII) if it
is a Foreign Lender, attaches two accurate and complete original signed copies
of forms prescribed by the Internal Revenue Service of the United States
certifying as to the Assignee's status for purposes of determining exemption
from United States withholding taxes with respect to all payments to be made to
the Assignee under the Amended and Restated Credit Agreement or, if applicable,
such other documents as are necessary to indicate that such payments are subject
to such rates at a rate reduced by an applicable tax treaty.
5. Following the execution of this Assignment and Assumption Agreement by
the Assignor and the Assignee, it will be delivered to the Agent for acceptance
and recording by the Agent in the Register. The effective date (the "EFFECTIVE
DATE") of this Assignment and Assumption Agreement shall be the date of
execution and delivery hereof to the Agent by the Assignor and the Assignee.
6. Upon such acceptance and recording by the Agent, as of the Effective
Date, (I) the Assignee shall be a party to the Amended and Restated Credit
Agreement and, to the extent provided in this Assignment and Assumption
Agreement, have the rights and obligations of a Lender thereunder and (II) the
Assignor shall, to the extent provided in this Assignment and Assumption
Agreement, relinquish its rights and be released from its obligations under the
Amended and Restated Credit Agreement.
7. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Amended and Restated
Credit Agreement in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and fees (if applicable) with
respect thereto) to the Assignee. Upon the Effective Date, the Assignee shall
pay to the Assignor the principal amount of any outstanding Loans under the
Amended and Restated Credit Agreement which are being assigned hereunder, net of
any closing costs. The Assignor and the Assignee shall make all appropriate
adjustments in payments under the Amended and Restated Credit Agreement for
periods prior to the Effective Date directly between themselves on the Effective
Date.
2
8. This Assignment and Assumption Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of Illinois,
without regard to conflict of laws provisions.
3
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement and ANNEX I hereto be executed by their respective officers
thereunto duly authorized, as of the date first above written.
[NAME OF ASSIGNOR], as Assignor
By:_____________________________________
Name:___________________________________
Title:__________________________________
[NAME OF ASSIGNEE], as Assignee
By:_____________________________________
Name:___________________________________
Title:__________________________________
Accepted:
FIRST SOURCE FINANCIAL LLP,
as Agent
By:______________________________
Name:____________________________
Title:___________________________
4
ANNEX I
-------
1. Borrower: MIKOHN GAMING CORPORATION, a
Nevada corporation
2. Name and Date of
Amended and Restated Credit Agreement: Amended and
Restated Credit
Agreement dated as
of August 28, 1998
among Borrower,
each of the financial
institutions initially
a signatory thereto,
together with those
assignees pursuant to
SECTION 11.8 thereof,
and First Source
Financial LLP, as Agent
3. Effective Date: _____, __
4. Amounts (as of Date in
Item #3 above):
A. Revolving Loan Commitment
of Assignor immediately
prior to Effective Date: $_______
B. Assigned Share: _____%
C. Amount of Assigned Share: $_______
D. Revolving Loans and Letter
of Credit Participations of
Assignor outstanding
immediately prior to
Effective Date: $_______
E. Revolving Loans and Letter
of Credit Participations of
Assignee outstanding
on the Effective Date: $_______
F. Term Loan A Commitment of
Assignor immediately prior to
Effective Date: $_______
G. Assigned Share: _____%
H. Amount of Assigned Share: $_______
I. Principal Balance of Term Loan A
of Assignor outstanding
immediately prior to
Effective Date: $_______
J. Principal Balance of Term Loan A
of Assignee outstanding on the
Effective Date: $_______
K. Term Loan B Commitment of
Assignor immediately prior to
Effective Date: $_______
L. Assigned Share: _____%
M. Amount of Assigned Share: $_______
N. Principal Balance of Term Loan B
of Assignor outstanding
immediately prior to
Effective Date: $_______
O. Principal Balance of Term Loan B
of Assignee outstanding on the
Effective Date: $_______
5. Notice and Payment Instructions:
ASSIGNOR:
PAYMENT NOTICE
------- ------
________________________________ ______________________________
________________________________ ______________________________
________________________________ ______________________________
________________________________ ______________________________
ASSIGNEE:
PAYMENT NOTICE
------- ------
________________________________ ______________________________
________________________________ ______________________________
________________________________ ______________________________
Accepted and Agreed To By:
[NAME OF ASSIGNEE] [NAME OF ASSIGNOR]
By:_______________________ By:____________________________
Title:____________________ Title:_________________________
Dated: _______________, _________