Contract
Exhibit 10.17
THIRD AMENDMENT TO THE CREDIT AGREEMENT
THIRD AMENDMENT
TO LOAN AND SECURITY AGREEMENT
THIRD AMENDMENT TO THE CREDIT AGREEMENT
THIRD AMENDMENT
TO LOAN AND SECURITY AGREEMENT
THIS
THIRD AMENDMENT (this “Amendment”) is made as of the
25th day of April, 2005 to the Loan
and Security Agreement dated as of June 30, 2003 (as amended or otherwise modified from time to
time, the “Loan Agreement”; unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Loan Agreement) by and among Xxxxx-Xxxxxxx Electronics
Corporation, an Illinois corporation (“WGE”), American Gaming & Electronics, Inc., a Nevada
corporation (“AGE”) and LaSalle Bank National Association, a national banking association
(“Lender”).
WHEREAS, Borrowers have requested that Lender amend the Loan Agreement in certain respects as
provided herein;
WHEREAS, Lender has agreed to amend the Loan Agreement on the terms, and subject to the
conditions set forth below;
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants herein contained,
and such other consideration as the parties mutually agree, the parties hereto agree as follows:
1. Amendment. Subject to the condition set forth in Section 3 below, Borrowers
and Lender agree to amend the Loan Agreement as follows:
(a) Subsection 3(a) of the Loan Agreement is hereby amended and restated in its
entirety, as follows:
(a) General Terms.
Subject to the terms and conditions of this Agreement and the
Other Agreements, during the Original Term or any Renewal Term,
Lender may, in its sole discretion, from time to time issue, upon a
Borrower’s request, commercial and/or standby Letters of Credit;
provided, that the aggregate undrawn face amount of all such Letters
of Credit shall at no time exceed Four Million and No/100 Dollars
($4,000,000). Payments made by Lender to any Person on account of
any Letter of Credit shall be immediately payable to Borrowers
without notice, presentment or demand and Borrowers agree that each
payment made by Lender in respect of a Letter of Credit issued on
behalf of such Borrower shall constitute a request by such Borrower
for a Prime Rate Loan hereunder. In the event such Loan is not
advanced by Lender for any reason, such reimbursement obligations
shall become part of the Liabilities hereunder and
shall bear interest at the rate then applicable to Prime Rate
Loans until repaid. Borrowers shall remit to Lender a Letter of
Credit fee equal to one percent (1.00%) per annum on the aggregate
undrawn face amount of all Letters of Credit outstanding, which fee
shall be payable monthly in arrears on the last Business Day of each
month. Borrowers shall also pay on demand the normal and customary
administrative charges of the Lender for issuance, amendment,
negotiation, renewal or extension of any Letter of Credit.
2. Representations and Warranties of Borrowers. Each Borrower represents and
warrants that, as of the date hereof:
(a) Borrowers have the right and power and are duly authorized to enter into this
Amendment and all other agreements executed in connection herewith;
(b) The execution, delivery and performance by Borrowers of this Amendment and the other
agreements to which each Borrower is a party (i) have been duly authorized by all necessary
action on its part; (ii) do not and will not, by the lapse of time, giving of notice or
otherwise, violate the provisions of the terms of their respective Certificates of
Incorporation or By-Laws, or of any mortgage, indenture, security agreement, contract,
undertaking or other agreement to which a Borrower is a party, or which purports to be binding
on a Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving
of notice or otherwise, contravene any governmental restriction to which a Borrower or any of
its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan
Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon
any of a Borrower’s properties under any indenture, mortgage, deed of trust, loan or credit
agreement or other agreement or instrument to which a Borrower is a party or which purports to
be binding on a Borrower or any of its properties;
(c) No consent, license, registration or approval of any governmental authority bureau or
agency is required in connection with the execution, delivery, performance, validity or
enforceability of this Amendment and the other agreements executed by Borrowers in connection
herewith; and
(d) This Amendment and the other agreements executed by each Borrower in connection
herewith have been duly executed and delivered by Borrowers and are enforceable against
Borrowers in accordance with their terms.
3. Condition to Effectiveness of this Amendment. The effectiveness of the terms
and provisions of this Amendment shall be subject to the execution and delivery by Borrowers
and Lender of this Amendment.
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4. Costs and Expenses. Borrower agrees to pay all reasonable legal fees and other
expenses, whether for in-house or outside counsel, incurred by Lender in connection with this
Amendment and the transactions contemplated hereby.
5. Loan Agreement Remains in Force. Except as specifically waived and amended
hereby, all of the terms and conditions of the Loan Agreement shall remain in full force and
effect and this Amendment shall not be a waiver of any rights or remedies which Lender has
provided for in the Loan Agreement and all such terms and conditions are herewith ratified,
adopted, approved and accepted.
6. No Novation. This Amendment and all other agreements executed by Borrowers on
the date hereof are not intended to nor shall be construed to create a novation or accord and
satisfaction, and shall only be a modification and extension of the existing Liabilities of
Borrowers to Lender.
7. Entire Agreement. This Amendment comprises the entire agreement relating to
the subject matter it covers and supersedes any and all prior written or oral agreements
between Lender and Borrowers relating thereto.
8. Severability. Any provision of this Amendment that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other jurisdiction.
9. Amendment. No amendment hereto shall be valid unless contained in a writing
duly executed by the party or parties to be bound by it.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
proper and duly authorized officers as of the day and year first set forth above.
| XXXXX-XXXXXXX ELECTRONICS CORPORATION, as a Borrower |
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| By | ||||||
| Its | ||||||
| AMERICAN GAMING & ELECTRONICS, INC., as a Borrower |
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| By | ||||||
| Its | ||||||
| LASALLE BANK NATIONAL
ASSOCIATION, as Lender |
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| By | ||||||
| Its | ||||||
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