EXHIBIT 10.4
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CONSENT AGREEMENT
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CONSENT AGREEMENT (this "Agreement"), dated as of September 11, 1995,
among AUTOTOTE CORPORATION ("Holdings"), AUTOTOTE SYSTEMS, INC. (the
"Borrower"), the lenders party to the Credit Agreement referred to below (the
"Banks"), and BANKERS TRUST COMPANY, as Agent (the "Agent"). All capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings provided such terms in the Credit Agreement referred to below.
WITNESSETH:
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WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to
a Credit Agreement, dated as of October 31, 1991, and amended and restated as of
October 30, 1992, and amended and restated as of June 4, 1993, and further
amended and restated as of April 28, 1994 (as further amended, modified or
supplemented through the date hereof, the "Credit Agreement");
WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to
a Consent Agreement and Sixth Amendment, dated as of August 30, 1995 (the "Sixth
Amendment"), to the Credit Agreement;
WHEREAS, Holdings and the Borrower have requested that the Banks
approve the form of documentation for up to $10,000,000 of Permitted Additional
Subordinated Debt pursuant to Section I(1) of the Sixth Amendment as herein
provided; and
WHEREAS, subject to and on the terms and conditions set forth herein,
the Banks are willing to grant such approval;
NOW THEREFORE, it is agreed:
1. Pursuant to Section I(1) of the Sixth Amendment, the Banks hereby
agree that the documentation submitted to them with this Agreement for the
issuance by Holdings of up to $10,000,000 of Permitted Additional Subordinated
Debt is in form and substance satisfactory to them.
2. This Agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when
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executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A complete set of counterparts of this
Agreement shall be lodged with Holdings, the Borrower and the Agent.
3. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
4. This Agreement shall become effective on the date (the "Agreement
Effective Date") when each of Holdings, the Borrower and the Required Banks
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Agent.
5. This Agreement is limited as specified and shall not constitute a
modification, acceptance or waiver of any provision of the Credit Agreement or
the Security Agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first above
written.
AUTOTOTE CORPORATION
By /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President
AUTOTOTE SYSTEMS, INC.
By /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Xxxxxxxxxxx Xxxxxxx
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Title: Vice President
BANK OF IRELAND,
GRAND CAYMAN BRANCH
By /s/ Xxxxx Xxxxxxx
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Title: Vice President
BANK POLSKA KASA OPIEKI, S.A.
By /s/ Xxxxxxx X. Xxxx
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Title: Vice President
Senior Lending Officer
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BHF-BANK AG
By /s/ Xxxx Xxxxxx
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Title: Vice President
By /s/ Xxxx Xxxxxxx
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Title: Vice President
CREDITANSTALT CORPORATE
FINANCE, INC.
By
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Title:
By
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Title:
DELAWARE TRUST COMPANY
By /s/ Xxxxx X. Noon
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Title: Vice President
EUROPEAN AMERICAN BANK
By
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Title:
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FLEET BANK OF MASSACHUSETTS, N.A.
By /s/ Xxxxxxx Xxxxxx
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Title: Vice President
GIROCREDIT BANK AG DER SPARKASSEN,
GRAND CAYMAN ISLAND BRANCH
By /s/ Xxxxxxx X. Xxxxx
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Title: First Vice President
By /s/ Xxxx Xxxxxxx
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Title: Vice President
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