Filed by Bowne Pure Compliance



 




Exhibit 10.3




August 3, 2007




Via
Facsimile and Overnight Courier




YOUBET.COM, INC., as Administrative Borrower

5901 De Soto Avenue

Woodland Hills, California 91367

Attn: Jim Burk, CFO





			
	          Re:	 	Waiver of Events of Default





Ladies and Gentlemen:



Reference is hereby made to that certain Credit Agreement dated as of July 27, 2006, as
amended by that certain First Amendment to Credit Agreement and Waiver dated as
of March 14, 2007 (as amended, restated, supplemented, or
modified from time to time, the “Credit
Agreement”), by and among WELLS FARGO FOOTHILL, INC., a California corporation,
as administrative agent (in such capacity, “Agent”) for the Lenders (as
defined below), YOUBET.COM, INC., a Delaware corporation (“Administrative Borrower”), the other
borrowers signatory thereto (the “Borrowers”) and the lenders signatory thereto (the
“Lenders”). Initially capitalized terms used herein without definition shall have the meaning set forth in the
Credit Agreement.



The following Events of Default have occurred and are continuing under the Credit
Agreement (collectively, the “Known Existing Defaults”):




1) Borrowers have failed to achieve EBITDA, for the twelve month period ending
June 30, 2007, in the amount required under Section 6.16(a) of the Credit Agreement;
and




2) Borrowers have failed to maintain a Leverage Ratio, when measured as of June 30,
2007, as required under Section 6.l6(c) of the Credit Agreement.



The Borrowers have requested that Agent and the Lenders waive the Known Existing Defaults. Agent
and the Lenders hereby waive the Known Existing Defaults.



This waiver shall be effective only for the specific Events of Default referenced herein,
and in no event shall this waiver be deemed to be a waiver of enforcement of Agent’s or any
Lender’s rights with respect to any other Defaults or Events of Default now existing or hereafter
arising. Nothing contained herein nor any communications between any Borrower and Agent or
any Lender shall be a waiver of any rights or remedies Agent or any Lender have or may have
against any Borrower, except as specifically provided herein. Nothing contained herein shall (i)
amend, modify or alter any term or condition of the Credit Agreement or any Loan Document or
(ii) except as specifically set forth herein, diminish, prejudice or waive any of
Agent’s or any Lender’s rights and remedies under the Credit Agreement, any Loan Document or applicable


 


 









 





YOUBET.COM, INC., as Administrative Borrower

August 3, 2007

Page 2




law, and Agent hereby reserves all of such rights and remedies, including,
without limitation, the right to require, at any date hereafter, strict compliance with Section 6.16 of the Credit
Agreement. This waiver may be executed in any number of counterparts and by different parties
and separate counterparts, each of which when so executed and delivered, shall be deemed an
original, and all of which, when taken together, shall constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this waiver by telefacsimile
shall be effective as delivery of a manually executed counterpart of this waiver.



	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	 	 	WELLS FARGO FOOTHILL, INC.,
	 	 	 	 	as Agent and as a Lender
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Michael Ganann
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael Ganann
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:	 	 	 	 
	 
	 	 	 	 	 	 
	“ADMINISTRATIVE BORROWER”	 	 	 	 
	 
	 	 	 	 	 	 
	YOUBET.COM, INC.,	 	 	 	 
	a Delaware corporation	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ James A. Burk           8/5/07	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	James A. Burk	 	 	 	 
	 

	 	 	 	 	 	 
	Title:

	 	CFO