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EXHIBIT 99.10
AMENDMENT
AMENDMENT (this "Amendment"), dated as of January 29, 1997, among
AUTOTOTE CORPORATION, a Delaware corporation (the "Company"), and the holders of
the Warrants referred to in the Warrant Agreements referred to below (the
"Holders"). All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the respective Warrant
Agreement referred to below.
W I T N E S S E T H :
WHEREAS, the Company and the Holders are parties to a Warrant
Agreement, dated as of September 14, 1995 (as amended, modified or supplemented
through the date hereof, the "September 1995 Warrant Agreement"), pursuant to
which the Company has issued to the Holders the Warrants as defined therein
(such Warrants are referred to herein as the "September 1995 Warrants");
WHEREAS, the Company and the Holders are parties to a Warrant
Agreement, dated as of January 26, 1996 (as amended, modified or supplemented
through the date hereof, the "January 1996 Warrant Agreement," and together with
the September 1995 Warrant Agreement, the "Warrant Agreements" and each a
"Warrant Agreement"), pursuant to which the Company has issued to the Holders
the Warrants as defined therein (such Warrants are referred to herein as the
"January 0000 Xxxxxxxx," and together with the September 1995 Warrants, the
"Warrants" and each a Warrant");
WHEREAS, the Company, Autotote Systems, Inc. (the "Borrower"), the
Holders and Bankers Trust Company, as 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 amended and restated as of
April 28, 1994, and further amended and restated as of January 26, 1996 (as
amended, modified or supplemented through the date hereof, the "Credit
Agreement");
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WHEREAS, the Company and the Borrower have requested that the
Holders grant certain amendments and a waiver to the Credit Agreement as
provided in the Second Amendment, dated as of January 29, 1997, to the Credit
Agreement; and
WHEREAS, the Holders have agreed to grant such amendments and
waiver to the Credit Agreement on the terms, and subject to the conditions, set
forth therein, including the execution and delivery by the Company of this
Amendment;
NOW, THEREFORE, it is agreed:
1. The definition of "Exercise Price" appearing in each of the
September 1995 Warrants is hereby deleted in its entirety and the following new
definition of "Exercise Price" is inserted in lieu thereof:
"Exercise Price" shall be $3.00, as adjusted pursuant to Sections
4.1(d) and 4.3 hereof, provided, however, if on December 1, 1997 any loans
or letters of credit remain outstanding under the Credit Agreement (as
defined in the Warrant Agreement) or the Holder or any of its Affiliates
(as defined in the Warrant Agreement) has any obligation to extend further
credit thereunder, the Exercise Price shall automatically and without any
further action be reduced to $.01.
2. The definition of "Exercise Price" appearing in each of the
January 1996 Warrants is hereby deleted in its entirety and the following new
definition of "Exercise Price" is inserted in lieu thereof:
"Exercise Price" shall be $1.25, as adjusted pursuant to Sections
4.1(d) and 4.3 hereof, provided, however, if on December 1, 1997 any loans
or letters of credit remain outstanding under the Credit Agreement (as
defined in the Warrant Agreement) or the Holder or any of its Affiliates
(as defined in the Warrant Agreement) has any obligation to extend further
credit thereunder, the Exercise Price shall automatically and without any
further action be reduced to $.01.
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3. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of any Warrant or any
Warrant Agreement.
4. 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 Company and the Holders.
5. 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.
6. This Amendment shall become effective on the date (the "Effective
Date") when the Company and each Holder shall have signed a counterpart hereof
(whether the same or different counterparts).
7. From and after the Effective Date, all references in each Warrant
and in each Warrant Agreement to the respective Warrants shall be deemed to be
references to such Warrants as amended hereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
AUTOTOTE CORPORATION
By___________________________________
Title:
BANKERS TRUST COMPANY
By___________________________________
Title:
BANK OF IRELAND,
GRAND CAYMAN BRANCH
By___________________________________
Title:
BANK POLSKA KASA OPIEKI, S.A.
By___________________________________
Title:
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BHF-BANK AKTIENGESELLSCHAFT
By___________________________________
Title:
By___________________________________
Title:
CREDITANSTALT AMERICAN CORPORATION
By___________________________________
Title:
By___________________________________
Title:
CORESTATES BANK
By___________________________________
Title:
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EUROPEAN AMERICAN BANK
By___________________________________
Title:
FLEET NATIONAL BANK
By___________________________________
Title:
GIROCREDIT BANK AG DER
SPARKASSEN, GRAND CAYMAN
ISLAND BRANCH
By___________________________________
Title:
By___________________________________
Title:
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CREDITANSTALT CORPORATE
FINANCE, INC.
By___________________________________
Title:
By___________________________________
Title:
