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COAST BUSINESS CREDIT(R)
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
BORROWER: NTN COMMUNICATIONS, INC.
ADDRESS: 5966 LA PLACE COURT, SUITE 100
CARLSBAD, CALIFORNIA 92008
BORROWER: BUZZTIME, INC.
ADDRESS: 5966 LA PLACE COURT, SUITE 100
CARLSBAD, CALIFORNIA 92008
DATE: APRIL 30, 2001
THIS THIRD AMENDMENT TO THE LOAN AND SECURITY AGREEMENT ("Amendment") is entered
into as of the above date between COAST BUSINESS CREDIT, a division of Southern
Pacific Bank ("Coast"), a California corporation, with offices at 12121 Wilshire
Boulevard, Suite 1400, Los Angeles, California 90025, and NTN Communications,
Inc. and BUZZTIME, Inc. (jointly and severally, "Borrower") whose chief
executive office is located at the above address ("NTN's Address"). This
Amendment shall for all purposes be deemed to be a part of the Loan and Security
Agreement ("Agreement") and the Schedule to the Agreement ("Schedule") and the
same are integral parts of the Agreement and Schedule.
AMENDMENT
1. Section 2.1 of the Schedule to the Agreement shall be amended to add the
following paragraph at the end of the existing Section:
In calculating EBITDA under Section 2.1 (a) (ii) above, Coast shall (1)
include any additional equity received by Borrower, in form and substance
acceptable to Coast, within the immediately preceding seven (7) month
period from the date of the calculation, and (2) exclude the revenue effect
of SEC Staff Accounting Bulletin 101 for monthly calculations in fiscal
year 2000.
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2. Section 8.1 of the Schedule to the Agreement entitled Other Provisions shall
be amended to add the following paragraphs 14, 15, 16 and 17 at the end of
the existing Section:
14. Borrower shall receive an additional equity contribution of
One Million Dollars ($1,000,000.00) in form and substance
acceptable to Coast, on or before June 30, 2001.
15. Commencing with the second quarter of 2001 and at all times
throughout the Term of this Agreement thereafter, Borrower
must satisfy the following cash burn test: At each instance
that Borrower's cumulative cash burn exceeds One Million
Dollars ($1,000,000.00), Borrower must obtain additional
equity in amounts equal to that cumulative cash burn. The
receipt of the requisite equity will have the effect of
zeroing out the cash burn for purposes of this test, and the
cumulative cash burn total will recommence. Borrower must
receive the requisite equity within sixty (60) days of
discovery that the cumulative cash burn exceeds One Million
Dollars ($1,000,000.00).
16. At all times from and after April 1, 2001 throughout the Term
of this Agreement, Borrower shall maintain a minimum monthly
balance sheet cash position of not less than Four Hundred
Thousand Dollars ($400,000.00). Such amount shall be subject
to Coast's verification at Coast's sole and absolute
discretion.
17. The Maximum Dollar Amount as set forth in Section 2.1 of the
Schedule shall be cumulatively reduced on the following dates
by the amounts set forth below:
Cumulative Maximum
Date Reduction Reduction Dollar Amount
April 30, 2001 $50,000.00 $50,000.00 $3,950,000.00
May 31, 2001 $50,000.00 $100,000.00 $3,900,000.00
June 30, 2001 $100,000.00 $200,000.00 $3,800,000.00
July 31, 2001 $100,000.00 $300,000.00 $3,700,000.00
August 31, 2001 $150,000.00 $450,000.00 $3,550,000.00
September 30, 2001 $150,000.00 $600,000.00 $3,400,000.00
October 31, 2001 $200,000.00 $800,000.00 $3,200,000.00
November 30, 2001 $225,000.00 $1,025,000.00 $2,975,000.00
December 31, 2001 $225,000.00 $1,250,000.00 $2,750,000.00
3. Section 9.1 of the Schedule to the Agreement entitled Maturity Date is hereby
amended to substitute "June 30, 2002" in place of "August 31, 2002".
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CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIRD AMENDMENT
1. Borrower shall execute and deliver this Third Amendment to Coast.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL OF THE TERMS AND CONDITIONS OF THE
LOAN AND SECURITY AGREEMENT AND ALL OTHER DOCUMENTS AND AGREEMENTS BETWEEN
COAST AND BORROWER SHALL CONTINUE IN FULL FORCE AND EFFECT AND THE SAME ARE
HEREBY RATIFIED AND AFFIRMED. THE WAIVERS AND CONSENTS CONTAINED HEREIN DO
NOT CONSTITUTE A WAIVER OR CONSENT OF ANY OTHER PROVISION OR TERM OF THE
LOAN AND SECURITY AGREEMENT, NOR AN AGREEMENT TO WAIVE OR CONSENT TO ANY
TERM OR CONDITION OF THE LOAN AND SECURITY AGREEMENT NOR ANY RELATED
DOCUMENT OR AGREEMENT IN THE FUTURE.
Borrower: Coast:
NTN COMMUNICATIONS, INC. COAST BUSINESS CREDIT, a division of
Southern Pacific Bank
By: /s/ Stanley B. Kinsey By: /s/ Mike Richman
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Stanley B. Kinsey, CEO Mike Richman, Vice President
And by: /s/ Darlene French-Porter
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Darlene French-Porter, Corporate Controller
Borrower:
BUZZTIME, Inc.
By: /s/ V. Tyrone Lam
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V. Tyrone Lam, President
And by: /s/ Darlene French-Porter
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Darlene French-Porter, Corporate Controller
Signature Page to Third Amendment to Loan and Security Agreement
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