EXHIBIT 10.12
AMENDMENT TO LOAN AGREEMENT
This is Amendment No. 1 dated as of November 13, 1995 to the Loan Agreement
dated as of September 11, 1995, between the Xxxxxx, San Luiseno Band of Mission
Indians (herein the "Xxxxxx Band" or "Borrower"), and Florida Gaming
Corporation, a Delaware corporation (herein "FGC" or "Lender").
RECITALS
A. In addition to its obligations under the Loan Agreement to advance
$120,000 to Borrower to fund payrolls at the Xxxxxx Band's Oaks Casino (the
"Casino") on September 8 and September 22, 1995, Lender has voluntarily advanced
an additional $80,000 to Borrower to assist in funding Casino payrolls during
October 1995.
B. Borrower has filed a motion in the United States District Court for
the Southern District of California to modify the preliminary injunction
prohibiting the operation of Class III gaming machines at the Casino (the
"Proceedings"). The Court has not advised the Borrower when it will render a
decision on Borrower's motion, and Borrower does not expect a decision to be
rendered until after November 15, 1995. Lender has cooperated fully with
Borrower in complying with discovery requests in the Proceedings.
C. Lender and Borrower wish to amend Section 12.9 of the Loan Agreement,
which provides certain rights to terminate the Loan Agreement if gaming machines
are not in operation at the Casino by October 31, 1995.
AGREEMENT
In consideration of the mutual covenants contained herein, Lender and
Borrower agree as follows:
1. All funds advanced by Lender to Borrower before gaming machines are in
operation at the Casino, both voluntarily and under the terms of the Loan
Agreement, shall increase the unpaid principal balance of the Note and shall be
repaid in accordance with the terms of the Loan Agreement, the Note, and the
Security Agreement after gaming machines are in operation at the Casino.
2. In consideration of Lender's voluntary advances to Borrower through
November 1, 1995, and Lender's cooperation in connection with the Proceedings,
Borrower and Lender agree to amend Section 12.9 of the Loan Agreement to read in
its entirety, as amended, as follows:
12.9 EXPIRATION OF AGREEMENT. If 400 Gaming Machines are not in
operation on the Property on or before June 30, 1996, Lender may terminate
this Agreement by delivery notice of termination to the other, and upon
such delivery, the parties shall have no further obligations to each other;
provided, however, that if during the one-year period following termination
in accordance
with this Section 12.9, Borrower obtains a commitment from another source
of financing that will enable the commencement of the operation of Gaming
Machines on the Property, Lender shall have the right of first refusal to
provide financing on the same terms as such other source or, at Lender's
option, terms more advantageous to the Borrower. Lender shall exercise its
right to provide financing under this Section 12.9 by delivering written
notice including the terms on which it will provide financing no later than
the tenth calendar day after Borrower delivers to Lender the terms proposed
by the other source of financing.
3. Lender agrees to continue to negotiate in good faith with Borrower for
additional advances to Borrower after November 1, 1995 until gaming machines are
in operation at the Casino or the termination of the Loan Agreement.
Executed and delivered as of the date first above written.
"Lender": FLORIDA GAMING CORPORATION
A Delaware corporation
By: /s/ X. Xxxxxxx Xxxxxxx
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X. Xxxxxxx Xxxxxxx
Chairman and Chief Executive Officer
"Borrower": XXXXXX, SAN LUISENO BAND OF MISSION
INDIANS, a federally recognized Indian
Tribe
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, Chairman
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Vice-Chairman
/s/ Xxxx Xxxxx
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Xxxx Xxxxx, Council Member
/s/ Xxxxxxxx Xxxx
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Xxxxxxxx Xxxx, Council Member