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EXHIBIT 7
AMENDMENT TO WARRANT AGREEMENT
THIS AMENDMENT (the "Amendment") is entered into as of the 18th day of
July, 1997, by and between MULTIMEDIA GAMES, INC., a Texas corporation (the
"Company"), and CORPORATE STOCK TRANSFER, as Warrant Agent (the "Warrant
Agent").
WHEREAS, the Company and the Warrant Agent are parties to that certain
Warrant Agreement dated November 12, 1996 (the "Agreement");
WHEREAS, the Company has received the consent of the holders of the
Company's Redeemable Common Stock Purchase Warrants (the "Original Warrants")
to amend the terms of the Warrants; and
WHEREAS, the parties desire to amend the Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
1. Creation of Class A and Class B Warrants. The Original Warrants
shall be divided into two classes; Redeemable Class A Common Stock Purchase
Warrants (the "Class A Warrants") and Redeemable Class B Common Stock Purchase
Warrants (the "Class B Warrants"). The Original Warrants shall be amended as
follows:
(a) Class A Warrants.
(i) the first date upon which the Class A Warrants would
become exercisable would be extended from August 12, 1997
until November 7, 1997; and
(ii) the first date upon which the Class A Warrants could be
redeemed by the Company would be extended from August 12, 1997
until November 7, 1997.
(b) Class B Warrants.
(i) the first date upon which the Class B Warrants would
become exercisable would be extended from August 12, 1997
until November 7, 1997; and
(ii) the first date upon which the Class B Warrants would
become exercisable would be extended from August 12, 1997
until February 7, 1999.
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Except as expressly set forth above, all of the other terms of Original
Warrants shall apply to the Class A Warrants and the Class B Warrants,
including without limitation, the $8.00 per share exercise price and the
conditions the Company must satisfy in order to redeem the Class A Warrants
and/or Class B Warrants.
2. Amendment to Warrant Certificates. In order to reflect the
amendments outlined in Section 1 above, the Original Warrant certificates shall
be amended to designate the warrants as Class A Warrants or Class B Warrants.
The Class A Warrant certificates shall be amended so that (a) the Exercise Date
is November 7, 1997 and (b) the date upon which the Company may redeem the
Class A Warrants is November 7, 1997. November 7, 1997 shall be designated as
the "Redemption Date" for purposes of the Class A Warrants. The Class B
Warrant certificates shall be amended so that (a) the Exercise Date is November
7, 1997 and (b) the date upon which the Company may redeem the Class B Warrants
is February 7, 1999. February 7, 1999 shall be designated as the "Redemption
Date for purposes of the Class B Warrants.
3. Amendment to Warrant Agreement. Because the Exercise Date and
the date upon which the Company may redeem the Class A Warrants and the Class B
Warrants (the "Redemption Date") are no longer the same date, Section 3.4 of
the Agreement shall be amended so that "Exercise Date" is replaced with
"Redemption Date."
4. Restatement of Agreement. Except as amended herein, the Agreement
shall remain in full force and effect. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and any successors and assigns
of such parties.
IN WITNESS WHEREOF, the parties hereto have cause a duly authorized
representative to execute this Amendment as of the date and year first written
above.
MULTIMEDIA GAMES, INC.
By:
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CORPORATE STOCK TRANSFER
By:
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