ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN
FIRST SOURCE FINANCIAL LLP
AND
SENIOR DEBT PORTFOLIO
October 24, 1997
Reference is made to the Agreement described in ITEM 2 of ANNEX I annexed
hereto (as amended through the date hereof, the "CREDIT AGREEMENT"). First
Source Financial LLP (the "ASSIGNOR") and Senior Debt Portfolio (the "ASSIGNEE")
agree as follows:
1. When capitalized and used herein, terms defined in the Credit Agreement
and not otherwise defined herein shall have the meanings ascribed to them in the
Credit Agreement.
2. The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, that interest in and to all of
the Assignor's rights and obligations under the Credit Agreement as of the date
hereof which represents the percentage interest specified in the applicable
sections of ITEM 4 of ANNEX I of all outstanding rights and obligations under
the Credit Agreement relating to the Revolving Loan Commitment, the Term Loan A
Commitment and the Term Loan B Commitment. After giving effect to such sale and
assignment, the Assignee's Revolving Loan Commitment, Term Loan A Commitment,
Term Loan B Commitment and the amount of the Loans owing to the Assignee and the
Assignee's interest in the Letters of Credit will be as set forth in ITEM 4 of
ANNEX I.
3. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Credit Agreement
of the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement, the Notes, or any other instrument or document
furnished pursuant thereto; and (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of Borrower or
any of its Subsidiaries or the performance or observance by Borrower or any of
its Subsidiaries of any of Borrower's obligations under the Credit Agreement,
the Notes, or any other instrument or document furnished pursuant thereto.
4. The Assignee (i) represents that it is either (A) a Person organized
under the laws of the United States or a state thereof or (B) if it is a Person
organized under the laws of any jurisdiction other than the United States or any
state thereof (a "FOREIGN LENDER"), the information set forth in the documents
delivered pursuant to clause (vii) of this SECTION 4 is true and correct as of
the date hereof; (ii) confirms that it is either a commercial lender, other
financial institution or "accredited investor" (as defined in Regulation D
promulgated under the Securities Act of 1933, as amended) which makes loans or
purchases notes in the ordinary course of business and that it will make all
Loans under the Credit Agreement solely for its own
account in the ordinary course of business and not with a view to or for sale in
connection with any distribution of the Notes; PROVIDED, HOWEVER, that (x) the
Assignee shall not be deemed to have breached this representation by making
assignments or granting participations as permitted in the Credit Agreement and
(y) the disposition of the Notes, or other evidence of debt held by the Assignee
shall at all times be within its exclusive control; (iii) confirms that it has
received a copy of the Credit Agreement, together with copies of the financial
statements referred to therein and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Assumption Agreement; (iv) agrees that it will
independently and without reliance upon the Agent, the Assignor or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (v) appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under the Credit
Agreement as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto; (vi) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender; and (vii) if it
is a Foreign Lender, attaches two accurate and complete original signed copies
of forms prescribed by the Internal Revenue Service of the United States
certifying as to the Assignee's status for purposes of determining exemption
from United States withholding taxes with respect to all payments to be made to
the Assignee under the Credit Agreement or, if applicable, such other documents
as are necessary to indicate that such payments are subject to such rates at a
rate reduced by an applicable tax treaty.
5. Following the execution of this Assignment and Assumption Agreement by
the Assignor and the Assignee, it will be delivered to the Agent for acceptance
and recording by the Agent in the Register. The effective date (the "EFFECTIVE
DATE") of this Assignment and Assumption Agreement shall be the date of
execution and delivery hereof to the Agent by the Assignor and the Assignee.
6. Upon such acceptance and recording by the Agent, as of the Effective
Date, (i) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Assumption Agreement, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Assumption Agreement, relinquish its rights and
be released from its obligations under the Credit Agreement.
7. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Credit Agreement in
respect of the interest assigned hereby (including, without limitation, all
payments of principal, interest and fees (if applicable) with respect thereto)
to the Assignee. Upon the Effective Date, the Assignee shall pay to the
Assignor the principal amount of any outstanding Loans under the Credit
Agreement which are being assigned hereunder, net of any closing costs. The
Assignor and the Assignee shall make all appropriate adjustments in payments
under the Credit Agreement for periods prior to the Effective Date directly
between themselves on the Effective Date.
8. This Assignment and Assumption Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of Illinois,
without regard to conflict of laws provisions.
2
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement and ANNEX I hereto be executed by their respective officers
thereunto duly authorized, as of the date first above written.
FIRST SOURCE FINANCIAL, LLP, as Assignor
By: First Source Financial, Inc.,
its Agent/Manager
By: /s/ XXXXXX X. XXXXXXXXXX
---------------------------
Name: XXXXXX X. XXXXXXXXXX
-------------------------
Title: VICE PRESIDENT
------------------------
SENIOR DEBT PORTFOLIO, as Assignee
By: Boston Management and Research, as
Investment Advisor
/s/ XXXXX X. PAGE
------------------------------
Name: XXXXX X. PAGE
-------------------------
Title: VICE PRESIDENT
------------------------
Accepted:
FIRST SOURCE FINANCIAL LLP,
as Agent
By: First Source Financial, Inc.,
its Agent/Manager
By: /s/ XXXXXX X. XXXXXXXXXX
------------------------------
Name: XXXXXX X. XXXXXXXXXX
----------------------------
Title: VICE PRESIDENT
---------------------------
3
ANNEX I
-------
1. Borrower: MIKOHN GAMING CORPORATION,
a Nevada corporation
2. Name and Date of Credit Agreement dated as of October 24,
1997 among Borrower, each of the
financial institutions initially a signatory
thereto, together with those assignees
pursuant to SECTION 11.8 thereof, and First
Source Financial LLP, as Agent
3. Effective Date: October ____, 1997
4. Amounts (as of Date in
Item #3 above):
A. Revolving Loan Commitment
of Assignor immediately
prior to Effective Date: $10,000,000.00
B. Assigned Share: 0%
C. Amount of Assigned Share: $0
D. Revolving Loans and Letter
of Credit Participations of
Assignor outstanding
immediately prior to
Effective Date: $0
E. Revolving Loans and Letter
of Credit Participations of
Assignee outstanding on the
Effective Date: $0
F. Term Loan A Commitment
of Assignor immediately
prior to Effective Date: $10,000,000.00
G. Assigned Share: 50%
H. Amount of Assigned Share: $5,000,000
I. Principal Balance of Term Loan A
of Assignor outstanding
immediately prior to
Effective Date: $10,000,000.00
J. Principal Balance of Term Loan A
of Assignee outstanding on the
Effective Date: $5,000,000
K. Term Loan B Commitment
of Assignor immediately
prior to Effective Date: $0
L. Assigned Share: 0%
M. Amount of Assigned Share: $0
N. Principal Balance of Term Loan B
of Assignor outstanding
immediately prior to
Effective Date: $0
O. Principal Balance of Term Loan B
of Assignee outstanding on the
Effective Date: $0
5. Notice and Payment Instructions:
ASSIGNOR:
PAYMENT NOTICE
------- ------
LaSalle National Bank First Source Financial, LLP
ABA #000000000 0000 Xxxx Xxxx Xxxx, 0xx Xxxxx
Account No: 0000000 Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
Reference: Mikohn Attention: Contract Administration
ASSIGNEE:
PAYMENT NOTICE
------- ------
Investors Bank and Trust Co. Senior Debt Portfolio
ABA # 000-000-000 c/o Boston Management and Research
Account # 79650-9107 00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Atention: Senior Debt Portfoliot Xxxxxx, Xxxxxxxxxxxxx 00000
Accepted and Agreed To By:
FIRST SOURCE FINANCIAL LLP SENIOR DEBT PORTFOLIO
By: First Source Financial, Inc. By: Boston Management and Research,
its Agent/ Manager as Investment Advisor
/s/ XXXXXX X. XXXXXXXXXX /s/ XXXXX X. PAGE
By:_____________________________ ____________________________________
XXXXXX X. XXXXXXXXXX XXXXX X. PAGE
Name:___________________________ Name:_______________________________
Vice President Vice President
Title: ___________________________ Title: ____________________________
Dated: October 24, 1997
