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Exhibit 10.24
AMENDMENT NO. 1 TO LOAN AGREEMENT
December 7, 1998
Congress Financial Corporation
(Canada)
141 Adelaide Street West
Suite 1508
Toronto, Canada, M5H 3L9
Ladies and Gentlemen:
Congress Financial Corporation (Canada) ("Lender") and Bingo Press
& Specialty Limited ("Borrower") have entered into certain financing
arrangements pursuant to the Loan Agreement, dated November 20, 1997, by and
between Lender and Borrower (the "Loan Agreement") and all other Financing
Agreements at any time executed and/or delivered in connection therewith or
related thereto. All capitalized terms used herein shall have the meanings
ascribed to them in the Loan Agreement, unless otherwise defined herein.
Borrower has requested that, in connection with Borrower's request
to increase the Maximum Credit pursuant to and in accordance with the terms and
conditions of Section 2.4 of the Loan Agreement, Lender agree to amend certain
provisions of the Loan Agreement relating to funds received in or deposited to
the Blocked Accounts, and Lender is willing to agree to the foregoing, on and
subject to the terms and conditions contained in this Amendment No. 1 to Loan
and Security Agreement (this "Amendment").
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, the parties hereto hereby agree as follows:
1. Amendment to Maximum Credit. Borrower and Lender acknowledge and
agree that, (a) (i) pursuant to Section 2.4 of the Loan Agreement, by notice
dated November 9, 1998, Borrower requested that Lender increase the Maximum
Credit from the Canadian Dollar Equivalent of US $6,666,667 to the Canadian
Dollar Equivalent of US $10,000,000, and (ii) US Borrower, contemporaneously
therewith, requested that Congress (Central) increase the Maximum Credit under,
and as defined in, the US Loan Agreement, from US $13,333,333 to US $20,000,000,
and (b) effective as of November 16, 1998, Section 1.49 of the Loan Agreement is
deleted and the following is hereby substituted therefor:
"1.49 "Maximum Credit" shall mean, at any time, the Canadian Dollar
Equivalent at such time of US $10,000,000."
2. Temporary Amendment of Section 6.3(a)(v). Notwithstanding the
existing provisions of Section 6.3(a)(v) of the Loan Agreement, solely during
the period from and after the date on which this Amendment becomes effective
through and including December
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31, 1998, Lender shall only have the right under Section 6.3(a)(v) of the Loan
Agreement to instruct the depository banks at which the Blocked Accounts are
maintained to transfer all funds received or deposited into the Blocked Accounts
to the Payment Account if the US Dollar Equivalent of the aggregate principal
amount of Loans and Letter of Credit Accommodations, plus the aggregate
outstanding principal amount of Loans and Letter of Credit Accommodations under,
and as such terms are defined in, the US Loan Agreement, shall equal or exceed
US $20,000,000. After December 31, 1998, the provisions of Section 6.3(a)(v),
shall be deemed automatically reinstated as they existed prior to the
effectiveness of this Amendment and the US $15,000,000 threshold contained in
Section 6.3(a)(v), as temporarily increased to US $20,000,000 in this Section 2,
shall automatically revert to US $15,000,000.
3. Fee. Borrower acknowledges and agrees that on the effective date of
this Amendment, in accordance with Section 2.4(d) of the Loan Agreement, Lender
shall charge directly to Borrower's Revolving Loan account a fee equal to the
Canadian Dollar Equivalent on November 16, 1998 of US $25,000 in consideration
of the increase in the Maximum Credit to Borrower as set forth in Section 1 of
this Amendment.
4. Representations, Warranties and Covenants. In addition to the
continuing representations, warranties and covenants heretofore or hereafter
made by Borrower to Lender pursuant to the Loan Agreement and the other
Financing Agreements, Borrower hereby represents, warrants and covenants with
and to Lender as follows, which representations, warranties and covenants are
continuing and shall survive the execution and delivery hereof and shall be
incorporated into and made a part of the Financing Agreements:
(a) No event of default exists on the date of this Amendment
after giving effect to the amendments to the Loan Agreement made by this
Amendment; and
(b) This Amendment has been duly executed and delivered by
Borrower and the undersigned consenting Guarantors, and is in full force and
effect as of the date hereof, and the agreements and obligations of Borrower
contained herein constitute its legal, valid and binding obligations enforceable
against Borrower in accordance with their respective terms.
5. Conditions Precedent. This Amendment shall not become effective
unless all of the following conditions precedent have been satisfied in full, as
determined by Lender:
(a) the receipt by Lender of an original of this Amendment,
duly authorized, executed and delivered by Borrower and the undersigned
Guarantors;
(b) Lender shall have received, in form and substance
satisfactory to Lender, a copy of a fully executed copy of an amendment to the
US Loan Agreement entered into between US Borrower and Congress (Central),
pursuant to which, among other things, the Maximum Credit under, and as defined
in, the US Loan Agreement, shall be increased to US $20,000,000, and Section
6.3(a)(v) of the US Loan Agreement shall be amended
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temporarily in the same manner and to the same extent as Section 6.3(a)(v) of
the Loan Agreement has been amended pursuant to Section 2 of this Amendment; and
(c) as of the date of this Amendment, no Event of Default
shall have occurred and be continuing and no event shall have occurred and be
continuing or condition be existing which, with notice or passage of time, or
both, would constitute an Event of Default.
6. Effect of this Amendment. Except as modified pursuant hereto, no
other changes or modifications to the Loan Agreement and the other Financing
Agreements are intended or implied and in all other respects the Loan Agreement
and the other Financing Agreements are hereby specifically ratified, restated
and confirmed by all parties hereto as of the effective date hereof. To the
extent of any conflict between the terms of this Amendment and any of the
Financing Agreements, the terms of this Amendment shall control. The Loan
Agreement and this Amendment shall be read and be construed as one agreement.
7. Further Assurances. At Lender's request, Borrower shall execute and
deliver such additional documents and take such additional actions as Lender
reasonably requests to effectuate the provisions and purposes of this Amendment.
8. Governing Law. The validity, interpretation and enforcement of this
Amendment and any dispute arising out of the relationship between the parties
hereto, whether in contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of Illinois (without giving effect to principles of
conflicts of law).
9. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.
10. Counterparts. This Amendment may be executed in any number of
counterparts, but all of such counterparts when executed shall together
constitute but one and the same agreement. In making proof of this Amendment, it
shall not be necessary to produce or account for more than one counterpart
thereof signed by each of the parties hereto.
Very truly yours,
BINGO PRESS & SPECIALTY LIMITED
By: /s/ LAWRENCE X. TAYLOR III
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Title: Exec VP, CFO & Treasurer
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[SIGNATURES CONTINUED ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
AGREED:
CONGRESS FINANCIAL CORPORATION (CANADA)
By: [illegible]
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Title:
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CONSENTED TO:
STUART ENTERTAINMENT, INC.
By: /s/ LAWRENCE X. TAYLOR III
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Title: Exec VP, CFO & Treasurer
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VIDEO KING GAMING SYSTEMS, INC.
By: /s/ Lawrence X. Taylor III
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Title: Corp. Secy.
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BINGO SYSTEMS & SUPPLY, INC.
By: /s/ Michael A. Schalk
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Title: Vice President
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