POST-CLOSING AGREEMENT
October 24, 1997
First Source Financial LLP, as Agent
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Re: Credit Agreement dated as of October 24, 1997 (the "Credit
Agreement") among Mikohn Gaming Corporation, the financial
institutions party thereto, as Lenders thereunder, and First Source
Financial LLP, as Agent for such Lenders
Ladies and Gentlemen:
Reference is made to the Credit Agreement. All capitalized terms used but
not elsewhere defined herein shall have the respective meanings ascribed to such
terms in the Credit Agreement.
Certain items required to be delivered to Agent and Lenders, and certain
approvals required to be obtained, as conditions precedent to the obligations of
Lenders under the Credit Agreement, have not been delivered to Agent and Lenders
as of the Closing Date. Therefore, with respect to the items and approvals
described on Exhibit A attached hereto, Borrower hereby requests your limited
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consent to the delivery of such items and the obtaining of such approvals
subsequent to the Closing Date, provided such items are delivered and approvals
are obtained within the applicable time periods set forth on Exhibit A.
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Borrower acknowledges and agrees that the failure of Borrower to deliver
any of the items or obtain any of the approvals described on Exhibit A within
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the applicable time periods set forth on Exhibit A shall constitute an Event of
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Default under the Credit Agreement without notice from Agent or any Lender.
Please indicate your agreement to and acceptance of the foregoing by
signing and dating a copy of this letter in the space provided below.
Very truly yours,
Mikohn Gaming Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
______________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
______________________________
Title: Secretary
______________________________
First Source Financial LLP
October 24, 1997
Page 2
ACCEPTED and AGREED this
24th day of October, 1997
FIRST SOURCE FINANCIAL LLP, as Agent
By: First Source Financial, Inc.,
its Agent/Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
__________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
__________________________
Title: Vice President
__________________________
EXHIBIT A
1. Stock Pledge of Mikohn Nevada and MGC.
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a. Within 180 days after the Closing Date, Borrower shall obtain the
requisite approvals (the "Requisite Approvals") of all applicable
Gaming Authorities under all Applicable Gaming Laws to (i) the pledge
to Agent, for the benefit of Lenders, of 100% of the issued and
outstanding capital stock of Mikohn Nevada and MGC pursuant to the
form of Pledge Agreement (the "Pledge Agreement") attached hereto and
(ii) the provisions of the Credit Agreement and the other Credit
Documents which prohibit Borrower from granting any Liens on such
capital stock other than Liens in favor of Agent.
b. Within 10 Business Days after the end of each month during which the
Requisite Approvals have not been obtained, Borrower shall deliver to
Agent a reasonably detailed report concerning the status of Borrower's
efforts to obtain the Requisite Approvals.
c. Within 10 Business Days after obtaining the Requisite Approvals,
Borrower shall execute and deliver the Pledge Agreement to Agent
together with the original stock certificates evidencing 100% of the
issued and outstanding capital stock of Mikohn Nevada and MGC and duly
executed, undated assignments separate from certificate with respect
to each such stock certificate.
d. Within 10 Business Days after obtaining the Requisite Approvals,
Borrower shall cause its regulatory counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, to
deliver to Agent an opinion in form and substance reasonably
satisfactory to Agent, to the effect that the Requisite Approvals have
been obtained.
2. Stock Pledge of Foreign Subsidiaries.
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a. Within 60 days after the Closing Date, Borrower shall deliver to Agent
original stock certificates evidencing 65% of the issued and
outstanding capital stock of Mikohn Gaming Australasia Pty. Ltd and
Mikohn South America, S.A. and duly executed, undated assignments
separate from certificate with respect to each such stock certificate.
b. Within 180 days after the Closing Date, Borrower shall (i) take all
actions and deliver to Agent all documents necessary to perfect the
Lien granted to Agent on the issued and outstanding capital stock of
Borrower's Foreign Subsidiaries under the laws of the jurisdictions in
which such Foreign Subsidiaries are incorporated and (ii) deliver to
Agent opinions, in form and substance reasonably satisfactory to
Agent, of counsel licensed under the laws of such jurisdictions to the
effect that all such actions have been taken, and such documents are
in form sufficient, to perfect such Lien under such laws to the extent
such laws govern such perfection.
Exhibit A - Page 1 of 3
3. Collateral Access Agreement/Landlord Consent. Within 90 days after the
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Closing Date, if Borrower is still leasing the JRY Property, Borrower shall
deliver to Agent (i) a Collateral Access Agreement/Landlord Consent in form
and substance reasonably satisfactory to Agent executed by The Young Group
covering the JRY Property and (ii) a collateral assignment of lease in form
and substance reasonably satisfactory to Agent executed by Borrower with
respect to its lease of the JRY Property.
4. Owned Real Estate - 4181 ▇▇▇▇▇▇▇ Road, Las Vegas, Nevada (the "▇▇▇▇▇▇▇ Real
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Estate").
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a. Within 30 days after the Closing Date, Borrower shall deliver to Agent
or Nevada Title Company (i) a release or reconveyance of the Deed of
Trust made by Borrower in favor of Bank of America and recorded
September 12, 1997 in Book 970912 as Document No. 00587 of the
Official Records of ▇▇▇▇▇ County, Nevada and (ii) a release of the
financing statement recorded on October 13, 1997 in Book 97013 as
Document No. 00534 of the Official Records of ▇▇▇▇▇ County, Nevada.
b. Within 30 days after the Closing Date, Borrower shall deliver to Agent
an American Land Title Association Title Insurance Policy issued by
Nevada Title Company in favor of Agent in the amount of $1,700,000
covering the ▇▇▇▇▇▇▇ Real Estate (i) insuring that title to the
▇▇▇▇▇▇▇ Real Estate is vested in Borrower and that the Lien of the
Deed of Trust granted by Borrower to Agent as a first priority Lien on
the ▇▇▇▇▇▇▇ Real Estate, subject only to Exception Nos. 1 - 11, 14 and
17 reflected on Schedule B of that certain Commitment No. 97-10-0954
dated October 16, 1997 based upon a title search conducted on October
13, 1997 and any other survey exceptions and (ii) containing such
affirmative endorsements as Agent reasonably may require, to the
extent available under applicable Nevada law.
5. Owned Real Estate - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ (the "Rapid
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City Real Estate").
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a. Within 30 days after the Closing Date, Borrower shall deliver to Agent
or Nevada Title Company a release of the Mortgage, Assignment of Rents
and Leases, Security Agreement and Fixture Filing made by Borrower in
favor of Bank of America and recorded September 10, 1997 in Book 68,
Page 6864 of the Official Records of ▇▇▇▇▇▇▇▇▇▇ County, South Dakota.
b. Within 30 days after the Closing Date, Borrower shall deliver to Agent
an American Land Title Association Title Insurance Policy issued by
Nevada Title Company in favor of Agent in the amount of $900,000
covering the Rapid City Real Estate (i) insuring that title to the
Rapid City Real Estate is vested in Borrower and that the Lien of the
Mortgage granted by Borrower to Agent as a first priority Lien on the
Rapid City Real Estate, subject only to Exception Nos. 1, 3, 4, 5, 7,
9 and 10 reflected on Schedule B - Section 2
Exhibit A - Page 2 of 3
of that certain Commitment No. 35144-SD based upon a title search
conducted on October 9, 1997 and any other survey exceptions and (ii)
containing such affirmative endorsements as Agent reasonably may
require, to the extent available under applicable South Dakota law.
6. Owned Real Estate - ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (the "Gulfport
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Real Estate").
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a. Within 30 days after the Closing Date, Borrower shall deliver to Agent
or Nevada Title Company a release or reconveyance of the Deeds of
Trust made by Borrower in favor of Bank of Mississippi and recorded in
Book 1617 at Page 559, Book 1653 at Page 662 and Book 1670 at Page 493
of the Records of Mortgages and Deeds of Trust on Land in the First
Judicial District of ▇▇▇▇▇▇▇▇ County, Mississippi.
b. Within 30 days after the Closing Date, Borrower shall deliver to Agent
an American Land Title Association Title Insurance Policy issued by
Nevada Title Company in favor of Agent in the amount of $700,000
covering the Gulfport Real Estate (i) insuring that title to the
Gulfport Real Estate is vested in Borrower and that the Lien of the
Deed of Trust granted by Borrower to Agent as a first priority Lien on
the Gulfport Real Estate, subject only to Exception Nos. 1, 5, 6, 7, 8
(other than rights of parties in possession or matters as would be
revealed by an inspection of the premises), 10 and 11 set forth in the
title report dated October 16, 1997 issued by ▇▇▇▇▇ and ▇▇▇▇▇, P.A. to
Nevada Title Company and any other survey exceptions and (ii)
containing such affirmative endorsements as Agent reasonably may
require, to the extent available under applicable Mississippi law.
7. Miscellaneous. Within 60 days after the Closing Date, Borrower shall
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deliver to Agent evidence that the following UCC financing statements have
been terminated:
DEBTOR SECURED PARTY JURISDICTION DATE FILING NO.
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Trans Sierra Panasonic Nevada 05/24/91 91-04876
Communications, Communications & Sec of State
a division of Systems Company
Mikohn Gaming
Corporation
Trans Sierra Matsushita Electric "" 02/16/88 88-01596
Communications Corp. of America
Trans Sierra Toshiba America "" 03/06/95 95-03088
Communications Consumer Products
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Exhibit A - Page 3 of 3
FEE LETTER
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October 24, 1997
First Source Financial LLP
c/o First Source Financial, Inc.
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Attention: Loan Administration
Ladies and Gentlemen:
Reference is made to the Credit Agreement of even date herewith (the
"CREDIT AGREEMENT") among Mikohn Gaming Corporation, a Nevada corporation, the
financial institutions party thereto, and First Source Financial LLP, an
Illinois registered limited liability partnership, as agent for such financial
institutions. Capitalized terms used but not elsewhere defined herein shall
have the respective meanings ascribed to such terms in the Credit Agreement.
In consideration of the extension of the Revolving Loan Commitments by the
Revolving Lenders, on the Closing Date Borrower agrees to pay to Agent, for the
account of the Revolving Lenders, a non-refundable closing fee of $62,500.
In consideration of the making of Term Loan A by the Term Loan A Lenders,
on the Closing Date Borrower agrees to pay to Agent, for the account of the Term
Loan A Lenders, a non-refundable closing fee of $150,000.
Borrower acknowledges that such closing fees will be fully earned upon the
disbursement of Term Loan A.
Very truly yours,
MIKOHN GAMING CORPORATION, a Nevada
corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Title: Secretary
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FUNDING AGREEMENT
Reference is made to the Credit Agreement dated as of October 24, 1997
(the "Credit Agreement") among Mikohn Gaming Corporation, the financial
institutions party thereto, as Lenders thereunder, and First Source Financial
LLP, as Agent for such Lenders. Capitalized terms used but not elsewhere defined
herein shall have the respective meanings ascribed to such terms in the Credit
Agreement.
Borrower hereby requests the Term Loan Lenders to send to Agent by wire
transfer on Friday morning, October 24, 1997, in accordance with the wire
transfer instructions given by Agent, funds in the full amount of their Term
Loan A Commitment or Term Loan B Commitment, as applicable, for further
disbursement pursuant to instructions given by Borrower to Agent. In order to
induce the Term Loan Lenders to send such funds to Agent, Borrower agrees that
in the event the initial Loans are not made on Friday, October 24, 1997,
Borrower will pay to the Term Loan Lenders interest on the amount of funds sent
to Agent for the days of October 24-26, 1997 at the applicable rate set forth in
the Credit Agreement.
Dated: October 23, 1997
MIKOHN GAMING CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Title: Secretary
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Agent hereby undertakes to return any funds sent to it by the Term Loan
Lenders pursuant to the foregoing request of Borrower by 12:00 noon, Chicago
time, on Monday, October 27, 1997 in the event the initial Loans have not been
made by such time.
Dated: October 23, 1997
FIRST SOURCE FINANCIAL LLP
By: First Source Financial, Inc., its
Agent Manager
By: /s/
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Name:
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Title: Vice President
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