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