Exibit 4.3
FIRST AMENDMENT AND CONSENT
FIRST AMENDMENT AND CONSENT (this "Amendment"), dated as of
August 31, 1998, among ALLIANCE GAMING CORPORATION, a Nevada corporation (the
"U.S. Borrower"), BALLY XXXXX VERTRIEBS GMBH, a company with limited liability
organized under the laws of the Federal Republic of Germany ("Bally Xxxxx
Vertriebs"), BALLY XXXXX AUTOMATEN GMBH, a company with limited liability
organized under the laws of the Federal Republic of Germany ("Bally Xxxxx
Automaten" and, together with Bally Xxxxx Vertriebs, the "German Borrowers," and
each a "German Borrower" and the German Borrowers, together with the U.S.
Borrower, the "Borrowers," and each a "Borrower"), the Lenders party to the
Credit Agreement referred to below (the "Lenders") and CREDIT SUISSE FIRST
BOSTON, as Administrative Agent. Unless otherwise defined herein, all
capitalized terms used herein and defined in the Credit Agreement referred to
below are used herein as so defined.
W I T N E S S E T H :
WHEREAS, the Borrowers, the Lenders and the Administrative
Agent are parties to a Credit Agreement, dated as of August 8, 1997 (the "Credit
Agreement");
WHEREAS, Bally Gaming, Inc., a Wholly-Owned Subsidiary of
the U.S. Borrower, has formed a new Wholly-Owned Subsidiary, Bally Gaming
Africa Pty, Ltd. ("Bally Gaming Africa");
WHEREAS, Bally Gaming Africa has purchased assets consisting
of cash, equipment, inventories and trade receivables from Bally Gaming
International GmbH ("Bally Gaming Intl."), a Wholly-Owned Subsidiary of Bally
Xxxxx Vertriebs, in exchange for an intercompany payable from Bally Gaming
Africa in favor of Bally Gaming Intl.; and
WHEREAS, (i) the Borrowers have requested that the Lenders
grant and the Lenders hereby agree to grant (subject to the terms and conditions
hereof) the consent provided herein and (ii) the parties hereto wish to amend
the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Notwithstanding the provisions of Sections 9.02 and 9.05 of the Credit
Agreement, the Lenders hereby consent to Bally Gaming Africa's purchase of
the assets described above from Bally Gaming Intl. in exchange for an
intercompany obligation as described above.
2. Section 9.03 of the Credit Agreement is hereby amended by (x) deleting the
text "and" appearing at the end of the clause (vii) thereof and inserting a
semicolon in lieu thereof, (y) deleting the period appearing at the end of
clause (viii) thereof and inserting the text "and" in lieu thereof and (z)
inserting the following new clause (ix) immediately following existing
clause (viii) thereof:
"(ix) so long as no Default or Event of Default is in
existence (or will exist after giving effect to the respective
Restricted Payment), the U.S. Borrower may make Restricted Payments to
(x) repurchase certain warrants issued by the U.S. Borrower currently
held by Xxxx Xxxxxx and (y) repurchase outstanding shares of its common
stock, provided that the aggregate amount of Restricted Payments made
pursuant to this clause (ix) shall not exceed $7,000,000."
3. This Amendment shall become effective on the date (the "First Amendment
Effective Date") when each Borrower and the Required Lenders 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
Administrative Agent at the Notice Office.
4. In order to induce the Lenders to enter into this Amendment, each Borrower
hereby represents and warrants that (i) the representations and warranties
contained in Section 7 of the Credit Agreement are true and correct in all
material respects on and as of the First Amendment Effective Date after
giving effect to this Amendment (it being understood and agreed that, as to
any representation or warranty which by its terms is made as of a specified
date, each Borrower represents and warrants that such representation and
warranty is true and correct in all material respects only as of such
specified date) and (ii) there exists no Default or Event of Default on the
First Amendment Effective Date, after giving effect to this Amendment.
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
6. 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 U.S. Borrower and the
Administrative Agent.
7. 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.
8. From and after the First Amendment Effective Date, all references in the
Credit Agreement and in the other Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as modified
hereby.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
ALLIANCE GAMING CORPORATION, as an Assignor
By_______________________________
Name:
Title:
BALLY XXXXX VERTRIEBS GMBH
By_______________________________
Name:
Title:
BALLY XXXXX AUTOMATEN GMBH
By_______________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as Collateral Agent
By_______________________________
Title:
By_______________________________
Title:
THE BANK OF NOVA SCOTIA
By_______________________________
Name:
Title:
KZH ING-1 LLC
By_______________________________
Name:
Title:
SUMITOMO BANK OF CALIFORNIA
By_______________________________
Name:
Title:
THE MITSUBISHI TRUST AND BANKING CORP.
By_______________________________
Name:
Title:
SOUTHERN PACIFIC BANK
By_______________________________
Name:
Title:
CRESCENT/MACH I PARTNERS
By: TCW Asset Management Company, Its Investment
Advisor
By_______________________________
Name:
Title:
XXXXXXX XXXXX SENOIR FLOATING RATE FUND, INC.
By_______________________________
Name:
Title:
TCW LEVERAGED INCOME TRUST, L.P.
By_______________________________
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST
By_______________________________
Name:
Title:
XXX XXXXXX CLO1, LIMITED
By: Xxx Xxxxxx American Capital Management,
Inc., as Collateral Manager
By_______________________________
Name:
Title:
INDOSUEZ CAPITAL FUNDING III, LIMITED
By_______________________________
Name:
Title:
DEEPROCK & COMPANY
By: Xxxxx Xxxxx Management As Investment Advisor
By_______________________________
Name:
Title:
PILGRIM AMERICA PRIME RATE TRUST
By_______________________________
Name:
Title:
XXXX XXXXXX INTERCAPITAL
By_______________________________
Name:
Title:
ROYALTON COMPANY
By: Pacific Investment Management Company as its
Investment Advisor
By_______________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as Investment
Advisor
By_______________________________
Name:
Title:
KZH-CRESCENT CORP.
By_______________________________
Name:
Title:
PAMCO CAYMAN LTD.
By_______________________________
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS I, LTD.,
By: Cypresstree Investment Management Company,
Inc., as Portfolio Manager
By_______________________________
Name:
Title:
TEXAS COMMERCE BANK
By_______________________________
Name:
Title:
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc., as Collateral
Manager
By_______________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By_______________________________
Name:
Title:
