EXHIBIT 10.5
AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT, made and entered into as of the 18th day of December,
2001, by and between Integra Bank N.A., successor in interest to the National
City Bank of Evansville ("Bank") and Concorde Cruises, Inc., as successor in
interest to Bayfront Ventures ("Borrower"):
WITNESSETH:
WHEREAS, on January 18, 2000, Bank and the Borrower entered into a Loan
Agreement by which Bank committed to extend a line of credit to the Borrower
with a credit balance not to exceed $500,000; and
WHEREAS, pursuant to the terms of the Loan Agreement, any advances made
pursuant to the Loan Agreement were to be evidenced by and payable pursuant to a
Revolving Promissory Note of January 18, 2000 ("Note"); and
WHEREAS, the Note matured on March 1, 2001 and the parties have since
that time been in negotiations over the resolution of the unpaid balance of the
Note pursuant to which Bank has granted to the Borrower several extensions of
the maturity date of the Note, the last of which expired on November 30, 2001;
and
WHEREAS, the Loan Agreement and the Note are secured by the following:
(1) A Security Agreement dated January 18, 2000 executed
by Borrower and Princesa Partners, a Florida general
partnership, in favor of Bank granting to Bank a
security interest in certain furniture, fixtures and
equipment used in connection with, or located or
intended to be located in, on or at a gaming vessel
known as the Princesa.
(2) A Guaranty dated January 18, 2000 by which Princesa
Partners guarantied the payment to Bank of the amount
due under the Loan Agreement and the Note.
(3) A Preferred Ship Mortgage dated January 18, 2000 by
which Princesa Partners granted to Bank a mortgage in
and to the vessel Princesa in order to secure payment
of Princesa Partners' Guaranty of the amount due
under the Loan Agreement and the Note.
(4) A Guaranty dated January 18, 2000 by which Concorde
Gaming Corporation, a Colorado corporation,
guarantied the payment to Bank of the amount due
under the Loan Agreement and the Note.
WHEREAS, Bank is party as a participating lender to a loan agreement
among Princesa Partners and various other financial institutions by which said
financial institutions, including Borrower, each made a loan to Princesa
Partners which loans in the aggregate equal an original principal amount of
$8,400,000, which sum was used to (1) pay for all equipment and fixtures
appertaining to the Princesa and (2) for working capital of the Borrower to
operate the Princesa and the loan documents involved in the Princesa Partners
financing are more particularly described as follows:
(1) Loan Agreement dated October 22, 1998.
(2) Promissory Notes to the participating lenders as
follows:
o Promissory Note dated October 22, 1998 from
Princesa Partners to The National City Bank
of Evansville in the amount of $3,600,000.
o Promissory Note dated October 22, 1998 from
Princesa Partners to Linn County State Bank
in the amount of $250,000.
o Promissory Note dated October 22, 1998 from
Princesa Partners to First National Bank in
the amount of $3,600,000.
o Promissory Note dated October 22, 1998 from
Princesa Partners to Peoples National Bank
of Kewanee in the amount of $800,000.
o Promissory Note dated October 22, 1998 from
Princesa Partners to United Prairie
Bank-Xxxxxxx in the amount of $150,000.
(3) Security Agreement dated October 22, 1998 made by
Princesa Partners and Borrower in favor of the
participating lenders granting a security interest in
certain furniture, fixtures and equipment used in
connection with, or located or intended to be located
in, on or at the Princesa.
(4) A First Preferred Ship Mortgage dated October 15,
1998 by which Princesa Partners granted to Bank a
mortgage in and to the vessel Princesa as security
for payment of the Princesa Partners loan.
(5) A Guaranty, Subordination Agreement, Security
Agreement and Indemnity between Borrower and the
participating lenders by which Borrower absolutely
and unconditionally guarantied to the participating
lenders the full and prompt payment when due of each
of the separate Promissory Notes which collectively
constituted the Princesa Partners loan.
(6) The guaranties of other entities and individuals
associated in some fashion with the ownership and/or
operation of the Princesa.
(hereinafter collectively referred to as the "Princesa Partners Loan
Documents").
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WHEREAS, Bank and the Borrower have agreed by letter agreement of even
date herewith to extend the maturity date of the Loan Agreement and the Note to
December 31, 2002 provided that the Loan Agreement is amended so that an Event
of Default under the Princesa Partners Loan Documents is considered an Event of
Default under the Loan Agreement; and
NOW, THEREFORE, in consideration of the extension by Bank of the
maturity date of the Loan Agreement and the Note as referenced above, the
parties have agreed and do hereby covenant, stipulate and agree that the Loan
Agreement be and the same is hereby amended in the following respects:
1. Paragraph 9 of the Loan Agreement entitled "Events of Default" is
amended to read as follows:
Each of the following shall be an "Event of Default" hereunder:
o The Borrower shall fail to make any payment due under
this Loan Agreement or under the Note, and the
failure to pay shall continue for a period of ten
days after the Bank mails to Borrower written notice
of the Borrower's failure to make any payment.
o The Borrower, Princesa Partners or Concorde shall be
named a debtor in a petition filed under the U.S.
Bankruptcy Code.
o Any representation made by or on behalf of the
Borrower in connection with this Loan Agreement or
the transactions contemplated hereby shall prove to
have been materially false or misleading when made.
o The Borrower shall fail to comply with any covenant
contained in this Loan Agreement (except the covenant
to pay the principal of and interest on the Note and
any amounts due under this Loan Agreement when due),
in Annex II or in any Security Instrument, and the
Borrower shall fail to cure such breach within the
applicable period of grace, if any.
o Princesa partners or Concorde shall notify the Bank
that it repudiates its guaranty.
o Any Event of Default, as therein defined, shall occur
under any of the Loan Documents defined in paragraph
11(a).
o The default by Princesa partners under any of the
Princesa Partners Loan Documents or any modifications
or alterations thereto other than such defaults as
the lenders which are parties to the Princesa
Partners loan documents have agreed to exercise no
remedies in regards to by virtue of any forbearance
agreements which may be entered into by and among
Princesa Partners and the financial institutions
which constitute the participating lenders under the
Princesa Partners Loan Documents.
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Subject only to the amendments effected hereby, the undersigned jointly
and severally ratify, confirm and adopt all of the provisions of the Loan
Agreement, the Note, and all other agreements between the parties which are
related to the Loan Agreement and the Note.
IN WITNESS WHEREOF, the parties have entered into this Amendment to
Loan Agreement.
INTEGRA BANK N.A. CONCORDE CRUISES, INC., as successor
in interest to Bayfront Ventures
By: /s/ Xxxxxxxxxxx Xxxxx By: /s/ Xxxxx X. Xxxx
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Signature Signature
Xxxxxxxxxxx Xxxxx Xxxxx X. Xxxx
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Printed Printed
Senior Vice President President
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Title Title
12/18/01 12/20/01
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Date Date
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