Exhibit 10.1


SEVENTH AMENDMENT
TO LOAN AND SECURITY AGREEMENT


THIS
SEVENTH AMENDMENT (this “Amendment”) is
made as of the         day of August, 2006
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 Wells-Gardner 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;


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 satisfaction of the terms and conditions contained
herein, Borrowers and Lender agree to amend the Loan Agreement as follows:


(a)           The date contained
in the second line of Section 10 of the Loan agreement which currently
reads “June 30, 2007” is hereby amended to read “July 31, 2007”.


2.             Representations and Warranties of Borrowers.  Each Borrower represents and warrants that,
as of the date hereof:


(a)           Each Borrower has
the right and power and is 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 its Certificate 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;


(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; and


(e)           No Event of Default
exists under the Loan Agreement.


3.             Conditions 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.


4.             Costs and Expenses.  Each 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.             Release.


(a)           In consideration of
the agreements of Lender contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
each Borrower, on behalf of itself and its successors, assigns, and other legal
representatives, hereby absolutely, unconditionally and irrevocably releases,
remises and forever discharges Lender, and its successors and assigns, and
their present and former shareholders, affiliates, subsidiaries, divisions,
predecessors, directors, officers, attorneys, employees, agents, consultants
and other representatives (Lender and all such other Persons being hereinafter
referred to collectively as the “Releasees”
and individually as a “Releasee”),
of and from all demands, actions, causes of action, suits, covenants,
contracts, controversies, agreements, promises, sums of money, accounts, bills,
reckonings, damages and any and all other claims, counterclaims, defenses,
rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or
unknown, suspected or unsuspected, both at law and in equity, which each
Borrower or any of its successors, assigns, or other legal representatives may
now or hereafter own, hold, have or claim to have against the Releasees or any
of them for, upon, or by reason of any circumstance, action, cause or thing
whatsoever which arose or was taken or omitted to be taken at any time on or
prior to the day and date of this Amendment, including, without limitation, for
or on account of, or in relation to, or in any way in connection with 



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any of the
Loan Agreement, or any of the Other Agreements or transactions thereunder or
related thereto.


(b)           Each Borrower
understands, acknowledges and agrees that the release set forth above may be
pleaded as a full and complete defense and may be used as a basis for an
injunction against any action, suit or other proceeding which may be
instituted, prosecuted or attempted in breach of the provisions of such
release.


(c)           Each Borrower agrees
that no fact, event, circumstance, evidence or transaction which could now be
asserted or which may hereafter be discovered shall affect in any manner the
final, absolute and unconditional nature of the release set forth above.


7.             No Novation. 
This Amendment and all other agreements executed by either Borrower 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 either Borrower to Lender.


8.             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.


9.             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.


10.           Amendment.  No amendment hereto shall be valid unless
contained in a writing duly executed by the party or parties to be bound by it.



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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.


	
  

  	
  WELLS-GARDNER ELECTRONICS CORPORATION, as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ James F. Brace

  
	
   

  	
  Its

  	
  VP, Secretary, Treasurer and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN GAMING & ELECTRONICS, INC., as a
  Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ James F. Brace

  
	
   

  	
  Its

  	
  VP and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION, as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mitchell B. Rasky

  
	
   

  	
  Its

  	
  SVP

  



 



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