Exhibit 4.3(j)
FIRST AMENDMENT
TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (the "Amendment") is entered
into this 3rd day of October, 2001, by and between FIFTH THIRD BANK, an Ohio
banking corporation (the "Bank") and INTERLOTT TECHNOLOGIES, INC., a Delaware
corporation (the "Borrower").
WHEREAS, Bank and Borrower entered into that certain Credit Agreement
dated as of May 31, 2001 (as amended, the "Agreement");
WHEREAS, Bank and Borrower desire to amend the Agreement, pursuant to
the terms and conditions set forth herein.
NOW THEREFORE, intending to be legally bound, the parties hereto agree
as follows:
1. AMENDMENTS.
(a) Section 5, Subsection 5.13 of the Agreement is hereby amended and
restated in its entirety as follows:
5.13 MINIMUM TANGIBLE NET WORTH. Borrower will not permit its
Tangible Net Worth to be less than the amounts set forth below on the
dates set forth below:
DATE MINIMUM AMOUNT
9/30/01 $14,053,000
12/31/01 $15,578,000
3/31/02 $15,587,000
6/30/02 $16,174,000
9/30/02 $16,801,000
12/31/02 $16,657,000
3/31/03 $17,162,000
6/30/03 $17,404,000
9/30/03 $17,436,000
12/31/03 $17,436,000
3/31/04 $17,436,000
(a) The following definitions set froth on Exhibit A to the Agreement
are hereby amended and restated in their entirety as follows:
"Funded Debt" means the sum of Borrower's Obligations to Bank or any
other lender or financial institution for borrowed money, including
capitalized leases, and Subordinated Debt, and the total amount of
outstanding debt of Borrower incurred in acquiring the assets of
On-Point
(excluding the $9,000,000 seller note), as reflected on Borrower's
balance sheet, plus the following amounts as determined at the close
of the calendar quarters set forth below:
CALENDAR QUARTER ADDITIONAL INDEBTEDNESS
---------------- -----------------------
June 30, 2001 $8,750,000.00
September 30, 2001 $8,300,000.00
December 31, 2001 $7,850,000.00
March 31, 2002 $7,400,000.00
June 30, 2002 $6,950,000.00
September 30, 2002 $6,500,000.00
December 31, 2002 $6,050,000.00
March 31, 2003 $5,600,000.00
June 30, 2003 $5,150,000.00
September 30, 2003 $4,700,000.00
December 31, 2003 $4,250,000.00
March 31, 2004 $3,800,000.00
"Indebtedness" means (a) all items (except items of capital stock, of
capital surplus, of general contingency reserves or of retained
earnings, deferred income taxes, and amount attributable to minority
interests, if any) which in accordance with generally accepted
accounting principles would be included in determining total
liabilities on a consolidated basis as shown on the liability side of a
balance sheet as at the date as of which Indebtedness is to be
determined, (b) all indebtedness secured by any mortgage, pledge, lien
or conditional sale or other title retention agreement to which any
property or asset owned or held is subject, whether or not the
indebtedness secured thereby will have been assumed (excluding
non-capitalized leases which ay amount to title retention agreements
but including capitalized leases), (c) all indebtedness of others which
Borrower or any Subsidiary has directly or indirectly guaranteed,
endorsed (otherwise than for collection or deposit in the ordinary
course of business), discounted or sold with recourse or agreed
(contingently or otherwise) to purchase or repurchase or otherwise
acquire, or in respect of which Borrower or any Subsidiary has agreed
to apply or advance funds (whether by way of loan, stock purchase,
capital contribution or otherwise) or otherwise to become directly or
indirectly liable and (d) the following amounts as determined at the
close of the calendar quarters set forth below:
CALENDAR QUARTER ADDITIONAL INDEBTEDNESS
---------------- -----------------------
June 30, 2001 $8,750,000.00
September 30, 2001 $8,300,000.00
December 31, 2001 $7,850,000.00
March 31, 2002 $7,400,000.00
June 30, 2002 $6,950,000.00
September 30, 2002 $6,500,000.00
December 31, 2002 $6,050,000.00
March 31, 2003 $5,600,000.00
June 30, 2003 $5,150,000.00
September 30, 2003 $4,700,000.00
December 31, 2003 $4,250,000.00
March 31, 2004 $3,800,000.00
"Senior Debt Credit Facility" shall mean (a) that certain Credit
Agreement by and between Borrower and Bank originally dated January 25,
2001, as amended thereafter, the most recent amendment being the Fourth
Amendment to Credit Agreement dated of even date herewith and (b) the
On Point off balance sheet obligation.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER. To
induce Bank to enter into this Amendment, Borrower represents
and warrants as follows:
(a) The representations and warranties of Borrower contained in
Section 3 of the Agreement are deemed to have been made again on
and as of the date of execution of this Agreement, and are true
and correct as of the date of execution hereof.
(b) The person executing this Amendment is a duly elected and acting
officer of Borrower and is duly authorized by the Board of
Directors of Borrower to execute and deliver this Amendment on
behalf of Borrower.
3. CONDITIONS. Bank's obligations under this Agreement are
subject to the following conditions:
(a) Borrower has executed and delivered to Bank this First Amendment
to Credit Agreement.
(b) The representations and warranties of Borrower in Section 2
hereof shall be true and correct on the date of execution of this
Amendment.
(c) Borrower has executed and delivered to Bank the Borrower's
Certificate attached hereto.
4. GENERAL.
(a) Except as expressly modified hereby, the Agreement remains
unaltered and in full force and effect. Borrower acknowledges
that Bank has made no oral representations to Borrower with
respect to the Agreement and this Amendment thereto and that all
prior understandings between the parties are merged into this
Agreement as amended by this writing. All Loans outstanding on
the date of execution of this Amendment shall be considered for
all purposes to be Loans outstanding under the Agreement as
amended by this Amendment.
(b) Capitalized terms used and not otherwise defined herein will have
the meanings set forth in the Agreement.
(c) This Amendment shall be considered an integral part of the
Agreement, and all references to the Agreement in the Agreement
itself or any document referring thereto shall, on and after the
date of execution of this Amendment, be deemed to be references
to the Agreement as amended by this Amendment.
(d) This Amendment will be binding upon and inure to the benefits of
Borrower and Bank and their respective successors and assigns.
(e) All representations, warranties and covenants made by Borrower
herein will survive the execution and delivery of this Amendment.
(f) This Amendment will, in all respects, be governed and construed
in accordance with the laws of the State of Ohio.
(g) This Amendment may be executed in one or more counterparts, each
of which will be deemed an original and all of which together
constitute one and the same instrument.
IN WITNESS WHEREOF, Borrower and Bank have executed this Amendment by
their duly authorized officers as of the date first above written.
INTERLOTT TECHNOLOGIES, INC.
By:_____________________________
Its:______________________________
FIFTH THIRD BANK
By:______________________________
Its:_______________________________
