EXHIBIT 4.8
AMENDMENT NO. 1 TO LOAN AGREEMENT
This Amendment No. 1 dated as of December 18, 2001, is entered
into with reference to the Loan Agreement dated as of June 22, 2001 among
Alliance Gaming Corporation, a Nevada corporation ("Domestic Borrower"), Bally
Xxxxx Automaten GmbH and Bally Xxxxx Vertriebs GmbH (the "German Borrowers"),
each of which is a company organized under the laws of the Federal Republic of
Germany and a wholly-owned Subsidiary of the Domestic Borrower, the Lenders
described therein, and Bank of America, N.A., as Administrative Agent. Borrowers
and the Administrative Agent, acting with the consent of the Requisite Lenders
pursuant to the Loan Agreement, hereby agree to amend the Loan Agreement as
follows:
1. Definitions. Capitalized terms used but not defined in this Amendment
are used with the meanings set forth for those terms in the Loan Agreement.
2. Extension to Greenshoe Period - Section 2.8. The first sentence of
Section 2.8(a) of the Loan Agreement is hereby amended to read in full as
follows:
"Following the Closing Date, the Domestic Borrower may from time to time
through the Revolver Maturity Date, propose to increase the aggregate
amount of the Revolving Commitment in accordance with this Section."
3. Customer Guarantees - Section 6.9. Section 6.9 of the Loan Agreement
is hereby amended to add a new clause (o) thereto, to read in full as follows:
"(o) Contingent Obligations in respect of Indebtedness of
customers of the Domestic Borrower and its Subsidiaries which are
subordinated to the Obligations in a manner which is reasonably
acceptable to the Administrative Agent and which are in an aggregate
amount not to exceed $25,000,000 so long as each such customer has
agreed to purchase from Domestic Borrower or its Subsidiaries not less
than 25% of the gaming devices to be located on its gaming floor."
4. Increase to Acquisition Basket - Section 6.12(j). Section 6.12(j) of
the Loan Agreement is hereby amended to read in full as follows:
"(j) Acquisitions made when no Default or Event of Default exists
of Persons engaged primarily in the same or similar lines of business as
the Domestic Borrower and its existing Subsidiaries (and existing
Investments of such Persons whether or not primarily related to such
business) or of assets used in such businesses, provided that (i) the
consideration paid (net of Cash and Cash Equivalents acquired) by the
Domestic Borrower and its Subsidiaries for such Acquisitions consists
solely of the capital stock of the Domestic Borrower or Cash and other
Property having an aggregate value not in excess of $100,000,000 (of
which not more than $50,000,000 shall be Cash or other Property other
than the capital stock of the Domestic Borrower) during the term of this
Agreement; and (ii) giving pro forma effect to the making of such
Acquisition as of the last day of the then most recently ended Fiscal
Quarter, the Domestic Borrower is in pro forma compliance with Sections
6.13 through 6.17;"
5. Conditions Precedent. It shall be a condition precedent to the
effectiveness of this Amendment that:
(a) Borrower shall have paid to the Administrative Agent, for the
account of each Lender which has approved this Amendment on or prior to
December 14, 2001, a fee of 10 basis points times the amount of the Term
Commitment and the Revolving Commitment;
(b) Borrower shall have paid to Bank of America an arrangement
fee in an amount set forth in a letter agreement with Bank of America.
(c) the Administrative Agent shall have received consents hereto
executed by each of the Guarantors, substantially in the form of Exhibit
A hereto; and
(d) the Administrative Agent shall have received consents hereto
executed by the Requisite Lenders, substantially in the form of Exhibit
B hereto.
6. Representation and Warranty. Borrower represents and warrants to the
Administrative Agent and the Lenders that (a) no Default or Event of Default has
occurred and remains continuing, and (b) each representation and warranty set
forth in the Loan Documents is true and correct as of the date of this Amendment
as though made on the date hereof (other than any representations or warranties
which, by their terms, relate solely to another date, in which case such
representations and warranties were true as of the relevant date).
7. Confirmation. In all other respects, the terms of the Loan Agreement
and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrowers and the Administrative Agent have executed
this Amendment as of the date first written above by their duly authorized
representatives.
ALLIANCE GAMING CORPORATION, a Nevada corporation
By:
Title: ____________________________________
BALLY XXXXX AUTOMATEN GMBH
By: ___________________________________
Xxxx Xxxxxx, Managing Director
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BALLY XXXXX VERTRIEBS GMBH
By: ___________________________________
Xxxx Xxxxxx, Managing Director
BANK OF AMERICA, N.A., as Administrative Agent
By: _________________________________
Xxxx Xxxxxx, Vice President
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Exhibit A to Amendment
CONSENT OF GUARANTORS
Reference is hereby made to that Loan Agreement dated as of June
30, 2001 among Alliance Gaming Corporation, a Nevada corporation ("Domestic
Borrower"), Bally Xxxxx Automaten GmbH and Bally Xxxxx Vertriebs GmbH (the
"German Borrowers"), each of which is a company organized under the laws of the
Federal Republic of Germany and a wholly-owned Subsidiary of the Domestic
Borrower, the Lenders described therein, and Bank of America, N.A., as
Administrative Agent (the "Loan Agreement"). Capitalized terms used in this
Consent of Guarantors are used with the meanings set forth for those terms in
the Loan Agreement.
Each of the undersigned hereby consents to the execution,
delivery and performance by Borrowers and the Administrative Agent of Amendment
No. 1 to the Loan Agreement. Each of the undersigned represents and warrants to
the Administrative Agent and the Lenders that there is no defense, counterclaim
or offset of any type or nature to their respective guarantees of the
obligations under the Loan Agreement, and that the same remain in full force and
effect, in each case being expressly reaffirmed hereby.
Dated: December __, 2001
ALLIANCE GAMING CORPORATION,
a Nevada corporation
By:___________________________________
Title:________________________________
ALLIANCE HOLDING COMPANY,
a Nevada corporation
By: __________________________________
Title:________________________________
BALLY GAMING INTERNATIONAL, INC.,
a Delaware corporation
By:___________________________________
Title:________________________________
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APT GAMES, INC.,
a Nevada corporation
By:___________________________________
Title:________________________________
UNITED COIN MACHINE CO.,
a Nevada corporation
By:___________________________________
Title:________________________________
FOREIGN GAMING VENTURES, INC.,
a Nevada corporation
By:___________________________________
Title:________________________________
LOUISIANA VENTURES, INC.,
a Nevada corporation
By:________________________________
Title:_____________________________
UNITED GAMING RAINBOW,
a Nevada corporation
By:________________________________
Title:_____________________________
BALLY GAMING MISSOURI, INC.,
a Nevada corporation
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By:___________________________________
Title:________________________________
PLANTATION INVESTMENTS, INC.
(d/b/a Rail City Casino),
a Nevada corporation
By:___________________________________
Title:________________________________
BALLY GAMING, INC.
(d/b/a Bally Gaming and Systems),
a Nevada corporation
By:___________________________________
Title:________________________________
CMP ACQUISITIONS, INC.,
a Nevada corporation
By:___________________________________
Title:________________________________
DATA CONCEPTS INTERNATIONAL, INC.,
a Nevada corporation
By:___________________________________
Title:________________________________
CASINO MARKETPLACE DEVELOPMENT CORPORATION,
a Nevada corporation
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By:___________________________________
Title:________________________________
ALLIANCE AUTOMATEN VERWALTUNGS GMBH
By:___________________________________
Title:________________________________
ALLIANCE AUTOMATEN GMBH & CO. KG
By:___________________________________
Title:________________________________
BALLY GAMING INTERNATIONAL GMBH
By:___________________________________
Title:________________________________
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Exhibit B to Amendment
CONSENT OF LENDER
Reference is hereby made to the Loan Agreement dated as of June
30, 2001 among Alliance Gaming Corporation, a Nevada corporation ("Domestic
Borrower"), Bally Xxxxx Automaten GmbH and Bally Xxxxx Vertriebs GmbH (the
"German Borrowers"), each of which is a company organized under the laws of the
Federal Republic of Germany and a wholly-owned Subsidiary of the Domestic
Borrower, the Lenders described therein, and Bank of America, N.A., as
Administrative Agent (the "Loan Agreement"). Capitalized terms used in this
Consent of Lender are used with the meanings set forth for those terms in the
Loan Agreement.
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 1 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the draft presented to the undersigned
Lender.
Date: December __, 2001
__________________________________
[Name of Lender]
By: ______________________________
__________________________________
[Printed\Typed Name and Title]
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