EXHIBIT 10.2
FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement is made and entered into
effective this 1st day of December, 2001 by and among Princesa Partners, a
Florida general partnership (the "Borrower"), and each of the lenders listed in
the signature block hereto (collectively, the "Lenders").
RECITALS
A. The Borrower and the Lenders entered into a Loan Agreement
dated as of October 22, 1998 (the "Loan Agreement") pursuant
to which the Lenders made a loan to Borrower in the amount of
$8,400,000 for the purposes set forth in the Loan Agreement.
All capitalized terms not otherwise defined herein shall have
the meanings set forth in the Loan Agreement.
B. The Borrower and the Lenders desire to amend the Loan
Agreement as provided herein.
NOW THEREFORE, in consideration of the Recitals and the covenants
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree that the Loan
Agreement is amended as follows effective on December 1, 2001:
1. The definition of "Bayfront" in Article I is hereby
deleted and the following is substituted in its
place:
"Bayfront" means Bayfront Ventures, a
Florida General Partnership, prior to its
dissolution in March 2000 and thereafter
Concorde Cruises, Inc.
2. The definition of "Collateral" in Article I is hereby
deleted and the following is substituted in its
place:
"Collateral" means (i) all items defined as
"Collateral" in the Security Agreement, (ii)
the Vessel, and (iii) all funds on deposit
in the account pledged pursuant to Section
6.18 hereof.
3. The following is hereby added at the end of the
definition of "Debt Service" in Article I:
Fees and expenses paid to the Lenders and
the excess of interest at the Default Rate
over the Loan Rate shall not be included in
Debt Service.
4. The definition of "Debt Service Coverage Ratio" in
Article I is hereby deleted and the following is
substituted in its place:
"Debt Service Coverage Ratio" means, with
respect to the Borrower and Bayfront on a
combined basis for the first three
consecutive months of the four consecutive
months preceding the date of measurement,
the ratio of (i) net income after taxes plus
the sum of depreciation and amortization,
interest expense and fees and expenses paid
to Lenders, and less the sum of any
dividends or other distributions and any
payments (principal or interest) of
indebtedness to other than Lenders, all
determined in accordance with GAAP
consistently applied for such period, to
(ii) Debt Service for such period.
5. The definition of "Guarantors" in Article I is hereby
deleted and the following is substituted in its
place:
"Guarantors" means Xxxxx Xxxx, Xxxxxx Xxxx,
Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Concorde
Gaming Corporation and Bayfront.
6. The following is hereby added at the end of Section
2.2(b) before the period:
; provided that for any period during which
the Debt Service Coverage Ratio is less than
1.5 to 1.0, the Loan Rate shall be 10 5/8%
plus whichever of the following applies to
the month or portion thereof: (i) 3.625% if
the Debt Service Coverage Ratio as of the
last day of the month is less than .76 to
1.0; (ii) 1.875% if the Debt Service
Coverage Ratio is equal to or more than .76
to 1.0 but less than 1.01 to 1.0; and (iii)
.875% if the Debt Service Coverage Ratio is
equal to or more than 1.01 to 1.0 but less
than 1.5 to 1.0.
7. The first sentence of Section 2.2 (d) is hereby
deleted and the following sentences are substituted
in its place:
Commencing on the Conversion Date and
continuing on the first day of each month
thereafter to and including the Maturity
Date, (i) the principal of each Note shall
be due and payable in consecutive monthly
payments with each such monthly principal
installment due in the amount stated for
such Note under "Principal" next to the
applicable month in Exhibit E and (ii)
interest thereon shall be due in arrears for
the prior month at the applicable interest
rate or rates in addition to such principal
payment. The amounts labeled "interest" in
Exhibit E are illustrative only of how the
principal amortization was determined and do
not necessarily indicate the interest
payable for such month.
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8. Section 6.13 is hereby deleted and the following is
substituted in its place:
Section 6.13 Debt Service Coverage Ratio.
For each month achieve a Combined Debt
Service Coverage Ratio of no less than 1.0
to 1.0.
9. The first sentence of Section 6.14 is hereby amended
to read as follows:
At January 31, 2001 maintain a combined
Tangible Net Worth of $2,822,718 and at the
end of each month thereafter maintain a
Tangible Net Worth equal to the Tangible Net
Worth requirement for the prior month plus
the greater of $1 or 10% of the combined net
income after taxes of the Borrower and
Bayfront for the current month.
10. Section 6.15 (a) is hereby amended as follows:
a. The words and letters "forty-five (45) days"
are replaced by the words and letters
"twenty (20) days."
b. The words "fiscal quarter" are replaced by
the words "calendar month."
c. The word "quarter" is replaced by the word
"month" each place it appears.
11. The following Section 6.18 is hereby added after
Section 6.17:
Section 6.18 Deposit of Revenues. Commencing
on February 15, 2002, Borrower and Bayfront
shall deposit before the close of business
each day in an account pledged to the
Lenders pursuant to an account agreement
satisfactory to the Servicer at a bank
reasonably satisfactory to the Servicer the
sum of the Gross Facility Revenue for the
day plus any cash on hand not on deposit of
both the Borrower and Bayfront at the
commencement of business on such date less
any gaming bank required to operate on the
following business day. The amount on
deposit in such account shall be Collateral
for the Loans and the Lenders shall have the
right to offset any amounts due hereunder
against the amount on deposit in such
account. In the event that Borrower receives
any payment that should have been deposited
as provided herein, the Borrower agrees that
Borrower will hold such payment in trust for
the benefit of the Lenders, shall not
commingle such amounts with any funds or
other property of Borrower and shall
immediately transfer such payment in
accordance with the Servicer's instructions.
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12. Section 7.1 (c) is hereby amended by adding before
the semicolons therein the following:
, provided that no such notice shall be
required in regard to failure to comply with
any of the covenants set forth in Sections
6.13, 6.14 or 6.18.
13. Section 8.2 is hereby amended to change the name in
the address for notice to the Servicer to Integra
Bank from The National City Bank of Evansville and
the attention line for such notice to Xxxxxxxxxxx
Xxxxx.
14. The second Section 8.18 is hereby redesignated
Section 8.19.
15. The following Section 8.20 is hereby added after
Section 8.19:
Section 8.20 RELIEF FROM AUTOMATIC STAY.
BORROWER HEREBY AGREES THAT, IN THE EVENT
BORROWER SHALL (i) FILE WITH ANY BANKRUPTCY
COURT OF COMPETENT JURISDICTION OR BE THE
SUBJECT OF ANY PETITION UNDER TITLE 11 OF
THE U.S. CODE, AS AMENDED, (ii) BE THE
SUBJECT OF ANY ORDER FOR RELIEF ISSUED UNDER
SUCH TITLE 11 OF THE U.S. CODE, AS AMENDED,
(iii) FILE OR BE THE SUBJECT OF ANY PETITION
SEEKING ANY REORGANIZATION, ARRANGEMENT,
COMPOSITION, READJUSTMENT, LIQUIDATION,
DISSOLUTION, OR SIMILAR RELIEF UNDER ANY
PRESENT OR FUTURE FEDERAL OR STATE ACT OR
LAW RELATING TO BANKRUPTCY, INSOLVENCY, OR
OTHER RELIEF FOR DEBTORS, (iv) HAVE SOUGHT
OR CONSENTED TO OR ACQUIESCED IN THE
APPOINTMENT OF ANY TRUSTEE, RECEIVER,
CONSERVATOR, OR LIQUIDATOR, (v) BE THE
SUBJECT OF ANY ORDER, JUDGEMENT, OR DECREE
ENTERED BY ANY COURT OF COMPETENT
JURISDICTION APPROVING A PETITION FILED
AGAINST SUCH PARTY FOR ANY REORGANIZATION,
ARRANGEMENT, COMPOSITION, READJUSTMENT,
LIQUIDATION, DISSOLUTION, OR SIMILAR RELIEF
UNDER ANY PRESENT OR FUTURE FEDERAL OR STATE
ACT OR LAW RELATING TO BANKRUPTCY,
INSOLVENCY, OR RELIEF FOR DEBTORS, LENDERS
SHALL THEREUPON BE ENTITLED TO RELIEF FROM
ANY AUTOMATIC STAY IMPOSED BY SECTION 362 OF
TITLE 11 OF THE U.S. CODE, AS AMENDED, OR
OTHERWISE, ON OR AGAINST THE EXERCISE OF THE
RIGHT AND REMEDIES OTHERWISE AVAILABLE TO
LENDERS AS PROVIDED IN THE LOAN DOCUMENTS.
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IN WITNESS WHEREOF, the undersigned have executed this First Amendment
as of the date first above written.
PRINCESA PARTNERS
By: Conami, Inc., its general partner
By: /s/ Xxxxx L, Xxxx
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Its President
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By: Concorde Cruises, Inc., its general
partner
By: /s/ Xxxxx X. Xxxx
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Its President
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INTEGRA BANK, as successor to The
National City Bank of Evansville, for
itself and for FIRST NATIONAL BANK, LINN
COUNTY BANK, UNITED PRAIRIE BANK -
XXXXXXX and PEOPLES NATIONAL BANK OF
KEWANEE
By: /s/ Xxxxxxxxxxx Xxxxx
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Its Senior Vice President
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