EXHIBIT 4.23
FIRST AMENDMENT AND WAIVER
This First Amendment and Waiver (this "Amendment:") is dated as of July
30, 1999 and is by and between Value Partners, Ltd., a Texas limited partnership
(the "Lender") and Trans World Gaming Corp., a Nevada corporation (the
"Borrower"). Unless otherwise indicated, all capitalized terms used herein have
the respective meaning provided such terms in the Loan Agreement referred to
below.
W I T N E S S E T H
WHEREAS, the Lender and the Borrower are parties to a Loan Agreement
dated as of May 19, 1998; and
WHEREAS, that certain Promissory Note dated May 19, 1998 was issued in
the principal sum of $1,000,000.00 pursuant to the Loan Agreement; and
WHEREAS, subject to and on the terms and conditions set forth in this
Amendment, the parties wish to amend the Loan Agreement and the Promissory Note
and the Lender wishes to grant certain waivers to the Loan Agreement and
Promissory Note, in each case as provided herein;
NOW THEREFORE, it is agreed:
I Amendment to Loan Agreement
1. Section 12 of the Loan Agreement is hereby amended by deleting
"September 15, 1998" in such Section and inserting "January 1, 2000".
II. Amendment to Promissory Note
1. Section 1(c) is amended by deleting "September 15, 1998" in such
section and inserting "January 1, 2000".
III. Waiver
1. Notwithstanding anything to the contrary contained in the Loan
Agreement and the Promissory Note, the Lender hereby waives any default or
event of default that has, in the past arisen, or that may arise in the
future under the Loan Agreement or Promissory Note through and including
January 1, 2000.
IV. Miscellaneous
1. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision or any continuing
or future default of the Loan Agreement or any other loan document except
as provided herein
2. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Lender and the Borrower.
3. THIS AMENDMENT 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.
VALUE PARTNERS, LTD.
/s/
---------------------------------------
Xxxxxxx X. Xxxxx
Managing Partner of Xxxxx & Partners
General Partner of Value Partners, Ltd.
TRANS WORLD GAMING CORP.
A Nevada Corporation
/s/
---------------------------------------
Xxxx X. Xxxxxxx
Its: Chief Executive Officer and Chief
Financial Officer
WAIVER OF CONVENANT VIOLATIONS
TWG Finance Corp., a Nevada U.S. A. corporation, the holder of greater
than 50% in aggregate principal amount of the Securities currently outstanding
(the "Holder") under the Indenture dated March 31, 1998, as supplemented by that
certain First Supplemental Trust Indenture dated October 29, 1998 (the
"Indenture") with TWG International U.S. Corporation, a Nevada, U.S.A.
corporation (the "Issuer"), and U.S. Trust Company of Texas, N.A., as Trustee,
does hereby consent to the following:
1. The Holder, pursuant to Section 5.10 of the Indenture, by notice
to the Issuer and the Trustee, and to the extent permissible under the
Indenture, waives each action or omission by the Issuer which may constitute
default or Event of Default under the Indenture and their respective
consequences under the Indenture through and including January 1, 2000. This
wavier shall not extend to any subsequent or other default or impair any right
consequent thereon. This wavier shall not extend to any provision of the
Indenture regarding payment of principal and/or interest, including the timely
payment thereof. Upon this waiver, any action or omission by the Issuer which
may constitute a default or Event of Default under the Indenture, as set forth
above, shall cease to exist and be deemed to have been cured and not to have
occurred for every purpose of the Indenture.
2. Terms not defined herein are defined as set forth in the
Indenture.
3. This Waiver may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together one said instrument. A complete set of counterparts shall be
lodged with the Issuer, the Trustee and the Holder.
Dated: July 30, 1999
VALUE PARTNERS, LTD. TWG FINANCE CORP.
XXXXX & PARTNERS, A TEXAS GENERAL PARTNERSHIP
BY: /s/ BY: /s/
----------------------- -----------------------
XXXXXXX X. XXXXX XXXXXX TOTTENHAM
MANAGING PARTNER OF XXXXX & PARTNERS ITS: PRESIDENT
GENERAL PARTNER OF VALUE PARTNERS, LTD.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ABOVE WAIVER.
U.S. TRUST COMPANY OF TEXAS, N.A.
(TRUSTEE)
BY: /s/
--------------------------------
Xxxx X. Xxxxxxxxx
Vice President
