Loan Agreement - World Poker Tour LLC and Lakes Poker Tour LLC
AMENDED AND RESTATED
LOAN AGREEMENT
This Amended and Restated Loan Agreement (the "AGREEMENT") is
made and entered into as of this 4th day of March, 2002, by and between World
Poker Tour, LLC, a Delaware limited liability company (hereinafter "BORROWER"),
and Lakes Poker Tour, LLC, a Minnesota limited liability company (hereinafter
"LENDER").
ARTICLE I
LOAN
1.1 Loan. Subject to the terms and conditions contained in this
Agreement, including Section 1.3 hereof, Lender hereby agrees to advance to
Borrower, at Borrower's request, up to the aggregate sum of Four Million One
Hundred Twenty-Six Thousand Dollars ($4,126,000) including accrued interest
thereon (the "LOAN"). The Loan shall be evidenced by a revolving note in
substantially the form of Exhibit A attached hereto (the "NOTE"). Subject to
Section 1.4 hereof, the outstanding principal balance of the Note shall accrue
interest quarterly at the rate of 6.20% per annum, due and payable on the
Maturity Date (as defined below). The Note may be prepaid in full or in part at
any time. Any payments received shall be applied first to the payment of the
principal balance and second to interest accrued through the date of payment.
The Note shall mature on the third anniversary of the date hereof, or, in the
event of an Early Termination (as defined below), on the first anniversary of
the Early Termination Date, if earlier than such third anniversary date (as
defined below) (the "MATURITY DATE").
1.2 Use of Proceeds. The proceeds of the Note shall be used
exclusively for general working capital to further the Borrower's purpose of
launching the World Poker Tour and establishing poker as the next significant
televised mainstream sport.
1.3 Conditions to Lender's Obligations. If Lender determines in
its reasonable discretion that the Borrower's business is not commercially
viable, Lender shall have no obligation to fund additional advances under this
Agreement (such termination of the Lender's obligations shall be referred to as
an "EARLY TERMINATION"). Lender shall promptly provide Borrower with written
notice of any such Early Termination, including the effective date of such Early
Termination as determined by the Lender (the "EARLY TERMINATION DATE").
Notwithstanding the foregoing, for a period of two (2) months subsequent to any
Early Termination, Lender shall fund the Loan to the extent necessary to permit
the Borrower to pay payroll obligations to Steven Lipscomb and any other key
employees, other contractual obligations agreed to by Borrower prior to the
Early Termination Date, and expenses associated with winding down the Borrower's
business. Borrower shall request funds for such expenses pursuant to the
procedure set forth in Section 1.5 hereof.
1.4 Repayment Upon Early Termination. In the event of Early
Termination pursuant to Section 1.3 hereof, the outstanding principal balance
under the Loan through the Early Termination Date shall be due and payable on
the first anniversary of the Early Termination Date. All interest accrued on the
outstanding balance of the Loan through the Early Termination
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Date shall be forgiven. No interest shall accrue on such outstanding principal
balance subsequent to the Early Termination Date.
1.5 Borrowing Procedures. To request an advance, the Borrower
shall, at least two (2) business days prior to the date on which the advance is
to be made, send a written draw request addressed to Timothy Cope at Lakes Poker
Tour, LLC, setting forth the Borrower's proposed use of the funds in reasonable
detail and warranting that the Borrower meets all of the conditions for such
advance. The Borrower shall include in its draw request wire transfer
instructions or other instructions regarding the advance. Lender shall promptly
make the advance of the requested funds.
ARTICLE II
DEFINITIONS
2.1 Definitions. Unless the context otherwise requires, the terms
defined in this Section 2 shall have the meanings herein specified for all
purposes of this Agreement, applicable to both the singular and plural forms of
any of the terms herein defined. All accounting terms defined below shall,
except as otherwise expressly provided, be determined by reference to Borrower's
books of account and in conformity with generally accepted accounting
principles.
"Closing Date" shall mean the date this Agreement is executed
and delivered by the Borrower and accepted in writing by the Lender.
"Indebtedness for Borrowed Money" shall include only
indebtedness of Borrower incurred as the result of a direct borrowing of money
and shall not include any other indebtedness including, but not limited to,
indebtedness incurred with respect to trade accounts and other borrowing in the
ordinary course, but shall include without duplication, (i) any indebtedness for
borrowed money or issued in substitution for or exchange of indebtedness for
borrowed money, (ii) any indebtedness evidenced by any note, bond, debenture or
other debt security, (iii) any indebtedness for the deferred purchase price of
property or services with respect to which Borrower is liable, contingently or
otherwise, as obligor or otherwise (other than trade payables and other current
liabilities incurred in the ordinary course of business which are not more than
six months past due), (iv) any commitment by which Borrower assures a creditor
against loss (including, without limitation, contingent reimbursement
obligations with respect to letters of credit), (v) any indebtedness guaranteed
in any manner by Borrower (including, without limitation, guarantees in the form
of an agreement to repurchase or reimburse), (vi) any obligations under
capitalized leases with respect to which Borrower is liable, contingently or
otherwise, as obligor, guarantor or otherwise, or with respect to which
obligations Borrower insures a creditor against loss, (vii) any indebtedness
secured by a lien on the Borrower's assets and (viii) any unsatisfied obligation
for "withdrawal liability" to a "multiemployer plan" as such terms are defined
under ERISA.
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"LLC Agreement" shall mean the Limited Liability Company
Agreement of Borrower, dated March 4, 2002.
"Loan Amount" means the aggregate of advances under the Note.
"Operating Quarter" means the initial three-month period, and
each succeeding three-month period, of any Operating Year.
"Operating Year" shall mean the twelve-month period beginning
March 4, 2002, and ending March 3, 2003, and each succeeding twelve-month period
(or portion thereof) thereafter until the Maturity Date.
"Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock corporation, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"Securities Act" means the Security Act of 1933, as amended,
or any similar federal law then in force.
ARTICLE III
WARRANTIES AND COVENANTS
During the term of this Agreement, and while any part of the
Loan amount remains unpaid or outstanding, Borrower continuously represents and
warrants as follows:
3.1 Organization and Standing. Borrower is a limited liability
company, duly organized, validly existing and in good standing under the laws of
Delaware, and has the requisite organizational power and authority to own its
properties and to carry on its business in all material respects as it is now
being conducted. Borrower has the requisite organizational power and authority
to issue the Note and to otherwise perform its obligations under this Agreement.
The copies of the organizational documents delivered to Lender prior to the
execution of this Agreement are true and complete copies of the duly and legally
adopted organizational documents of Borrower in effect as of the date of this
Agreement.
3.2 Qualification. Borrower is duly qualified or licensed as a
foreign limited liability company in good standing in each jurisdiction wherein
the nature of its activities or of its properties owned or leased makes such
qualification or licensing necessary and failure to be so qualified or licensed
would have a material adverse impact on its business.
3.3 Title to Properties and Encumbrances. Except for the Security
Interest (as defined in Section 6.1 hereof), Borrower has good and marketable
title to properties and assets its owns, which properties and assets are not
subject to any mortgage, pledge, lease, lien, charge, security
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interest, encumbrance or restriction. The equipment and other tangible assets
necessary for the conduct of Borrower's business as presently conducted and as
presently proposed to be conducted are in good operating condition and are fit
for use in the ordinary course of business.
3.4 Litigation. Except as set forth on Schedule 3.4, there are no
legal actions, suits, arbitrations or other legal, administrative or
governmental proceedings or investigations pending or, to the knowledge of
Borrower, threatened against Borrower, its properties, assets or business, and
Borrower is not aware of any facts which are likely to result in or form the
basis for any such action, suit or other proceeding. Borrower is not in default
with respect to any judgment, order or decree of any court or any governmental
agency or instrumentality. There is no action or proceeding against the Borrower
under any law or regulation.
3.5 Compliance with Applicable Laws and Other Instruments. The
business and operations of Borrower have been and are being conducted in
accordance with all applicable laws, rules and regulations of all governmental
authorities. Neither the execution nor delivery of, nor the performance of or
compliance with, this Agreement nor the consummation of the transactions
contemplated hereby will conflict with, or, with or without the giving of notice
or passage of time, result in any breach of, or constitute a default under, or
result in the imposition of any lien or encumbrance upon any material asset or
property of Borrower, other than the Security Interest, pursuant to, any
applicable law, administrative regulation or judgment, order or decree of any
court or governmental body, any material agreement or other instrument to which
Borrower is a party or by which it or any of its material properties, assets or
rights is bound or affected, and will not violate the charter documents of
Borrower. Borrower is not in violation of its charter documents nor in violation
of, or in default under, any lien, indenture, mortgage, lease, agreement,
instrument, commitment or arrangement in any material respect.
3.6 Securities Laws. No consent, authorization, approval, permit
or order of or filing with any governmental or regulatory authority is required
under current laws and regulations in connection with the execution and delivery
of this Agreement or the offer, issuance, sale or delivery of the Note.
3.7 Outstanding Debt. Other than the Loan and as permitted under
the LLC Agreement, Borrower has no Indebtedness for Borrowed Money.
3.8 Organizational Proceedings. This Agreement and the Note have
been duly authorized by all necessary organizational action on behalf of
Borrower, and has been duly executed and delivered by authorized managers of
Borrower. All organizational action necessary to the authorization, creation,
issuance and delivery of the Note and this Agreement has been taken on the part
of Borrower. This Agreement and the Note are valid and binding agreements of
Borrower enforceable in accordance with their terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and except for judicial limitations on the enforcement of the
remedy of specific enforcement and other equitable remedies.
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3.9 Licenses. Borrower possesses or will obtain in a judicious and
timely manner from the appropriate agency, commission, board and government body
and authority, whether state, local or federal, all licenses, permits,
authorizations, approvals, franchises and rights which (a) are necessary for it
to engage in the business currently conducted by it, and (b) if not possessed by
Borrower would have a material adverse impact on Borrower's business. Borrower
has no knowledge that would lead it to believe that it will not be able to
obtain all licenses, permits, authorizations, approvals, franchises and rights
that may be required for any business Borrower proposes to conduct.
ARTICLE IV
AFFIRMATIVE COVENANTS
During the term of this Agreement and while any part of the
Loan amount remains unpaid or outstanding, Borrower agrees as follows:
4.1 Organizational Existence. Borrower will maintain its
organizational existence in good standing and comply with all applicable laws
and regulations of the United States or of any state or states thereof or of any
political subdivision thereof and of any governmental authority where failure to
so comply would have a material adverse impact on Borrower or its business or
operations.
4.2 Books of Account. Borrower will keep books of record and
account in which full, true and correct entries are made of all of its dealings,
business and affairs, in accordance with generally accepted accounting
principles.
4.3 Furnishing of Financial Statements and Information. Borrower
will deliver to Lender:
(a) as soon as possible, but in any event at least thirty (30)
days prior to the beginning of each Operating Year, an annual budget
showing all projected revenues and expenses;
(b) as soon as possible, but in any event at least thirty (30)
days prior to the beginning of each Operating Quarter, a budget for
such quarter showing all projected revenues and expenses; and
(c) as soon as practicable, but in any event within ten (10)
days after the close of each month, the unaudited balance sheet of
Borrower as of the end of such month, together with the related
statements of operations and cash flow for such month, setting forth in
comparative form the budgeted figures for such period prepared and
submitted to and approved by Lender pursuant to paragraphs (a) and (b)
of this Section 4.3, all in reasonable detail and certified by an
authorized accounting officer of Borrower, subject to year-end
adjustments.
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Any budget delivered pursuant to this Section 4.3 is subject to the
approval of the Lender. If Lender provides written notice to Borrower
that any budget submitted pursuant to paragraph (a) or (b) above has
not been approved, Borrower shall submit a revised budget to Lender
within five (5) days of receipt of Lender's notice. Any complete
operating and capital budget approved in writing by management of
Borrower and given to Lender for its approval shall be deemed approved
if Lender has not objected to such budget within ten (10) days of its
submission.
4.4 Approvals. The Borrower shall obtain the prior written
approval of the Lender for all acquisitions, expenditures and sales not in the
ordinary course of business, the sale of substantially all of the Borrower's
assets, changes in senior management, merger, liquidation or additional
borrowings out of the ordinary course of business.
4.5 Title. Borrower will maintain absolute title to all material
assets (except for licensed or leased assets, including, without limitation,
software) and all proceeds thereof, free and clear of all interests, liens,
attachments, encumbrances and security interests except as set forth herein.
Borrower will not sell, lease or otherwise dispose of any material assets or any
interest therein, except the sale of inventory in the ordinary course of
Borrower's business, without Lender's prior written consent.
4.6 Laws. Borrower will conduct its business in accordance with
requirements of law.
4.7 Senior Status. The Borrower will cause the priority of payment
of the Note to be senior in status to all other Indebtedness for Borrowed Money.
ARTICLE V
NEGATIVE COVENANTS
During the term of this Agreement and while any part of the
Loan amount remains unpaid or outstanding, Borrower agrees and covenants that it
will not, without the prior written approval of Lender:
5.1 No Material Change. Make any material change in the nature of
its business as carried on at the date of this Agreement.
5.2 No Operation Out of the Ordinary Course. Operate out of the
ordinary course of business and specifically, but not by way of limitation, make
or permit any distributions or payments that are not in the ordinary course of
business.
5.3 Salaries and Bonuses. Pay salaries or bonuses except as
approved by a compensation committee appointed by the Board of Governors of
Borrower subject to the terms of the LLC Agreement. In no event shall bonuses
paid to Borrower's managers and employees (not including bonuses required to be
paid to Steven Lipscomb pursuant to the terms of the
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Management Contract between Mr. Lipscomb and Borrower dated March 4, 2002 (the
"MANAGEMENT CONTRACT")) exceed ten percent (10%) of Borrower's Profits (as
defined in the LLC Agreement) in any fiscal year.
5.5 Restriction on Distributions. Borrower shall not make any
Distributions (as defined in the LLC Agreement) to its members prior to the
payment in full of all principal and interest outstanding under the Loan, except
that Borrower may (i) annually distribute to each member the amount of the
Estimated Member Tax Liability (as defined in the LLC Agreement), and (ii)
distribute to Steven Lipscomb the management fee required by the Management
Contract.
ARTICLE VI
SECURITY INTEREST
6.1 Grant of Security Interest in Borrower's Assets. Borrower
hereby assigns to Lender and grants Lender a security interest (the "SECURITY
INTEREST") in all of the assets of Borrower, as security for the payment and
performance of each and every debt, liability and obligation of every type and
description which Borrower may now or at any time hereafter owe to Lender
(whether such debt, liability or obligation now exists or is hereafter created
or incurred, whether it arises in a transaction involving Lender alone or in a
transaction involving other creditors of Borrower, and whether it is direct or
indirect, due or to become due, absolute or contingent, primary or secondary,
liquidated or unliquidated, or sole, joint, several or joint and several, and
including specifically, but not limited to, all indebtedness of Borrower arising
under this or any other present or future loan or credit agreement, promissory
note, guaranty, or other undertaking of Borrower enforceable by Lender; all such
debt, liabilities and obligations are herein collectively referred to as the
"OBLIGATIONS".) The Security Interest shall attach to all assets of the
Borrower, including all proceeds thereof (the "COLLATERAL").
6.2 Financing Statements. The Borrower hereby authorizes Lender to
sign on Borrower's behalf and file any appropriate financing statement with
respect to the Collateral.
ARTICLE VII
DEFAULT
7.1 Events of Default. Notwithstanding any cure periods described
below, Borrower will immediately notify the Lender in writing when Borrower
obtains knowledge of the occurrence of any default specified below. Regardless
of whether Borrower has given the required notice, the occurrence of one or more
of the following shall constitute an Event of Default:
(i) Nonpayment. Borrower shall fail to pay any interest
or principal due on the Note, or any fees, charges, costs or expenses under this
Agreement by five (5) business days after the same becomes due and payable;
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(ii) Nonperformance. Borrower shall fail to perform or
observe any agreement, term, provision, condition, or covenant required to be
performed or observed by Borrower and shall not cure such failure within ten
(10) business days after notice in writing thereof from the Lender;
(iii) Cross Defaults. Borrower shall be in default of any
material provision of any agreement relating to the Indebtedness for Borrowed
Money in excess of $50,000;
(iv) Bankruptcy; Insolvency. Borrower becomes insolvent or
bankrupt, or admits in writing its inability to pay its debts as they mature, or
makes an assignment for the benefit of creditors, or ceases doing business as a
going concern, or Borrower applies for or consents to the appointment of a
trustee or receiver for Borrower, or for the major part of the property of
Borrower; or
(v) Appointment of Trustee. A trustee or receiver is
appointed for Borrower for the major part of the property of Borrower and the
order of such appointment is not discharged, vacated or stayed within thirty
(30) days after such appointment;
(vi) Judgment Against Borrower. Any judgment, writ or
warrant of attachment or of any similar process in an amount in excess of
$50,000 shall be entered or filed against Borrower or against any of the
property of Borrower and remains unpaid, unvacated, unbonded or unstayed for a
period of thirty (30) days;
(vii) Order for Relief. An order for relief shall be
entered in any federal bankruptcy proceeding in which Borrower is the debtor; or
if bankruptcy, reorganization, arrangement, insolvency, or liquidation
proceedings, or other proceedings for relief under any bankruptcy or similar law
or laws for the relief of debtors, are instituted by or against Borrower and, if
instituted against Borrower, are consented to or, if contested by Borrower, are
not dismissed by the adverse parties or by an order, decree or judgment within
thirty (30) days after such institution; or
(viii) Breach of Representation or Warranty. (i) Any
representation or warranty made by or on behalf of Borrower in this Agreement or
in any certificate, report or other instrument delivered under or pursuant to
any term hereof or thereof shall prove to have been untrue or incorrect in any
material respect as of the date of this Agreement, or (ii) any report,
certificate, financial statement or financial schedule or other instrument
prepared or purported to be prepared by Borrower or any officer of Borrower
furnished or delivered under or pursuant to this Agreement after the Closing
Date shall prove to be untrue or incorrect in any material respect as of the
date it was made, furnished or delivered.
7.2 Remedies upon Default. Upon the occurrence of any Event of
Default, and at any time thereafter unless and until such Event of Default is
waived in writing by Lender, Lender may exercise one or several or all of the
following rights and remedies:
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(i) Lender may at any time thereafter, by written notice
to Borrower, declare the unpaid principal balance of the Note, together with the
interest accrued thereon and other amounts accrued hereunder, to be immediately
due and payable; and the unpaid balance shall thereupon be due and payable, all
without presentation, demand, protest or further notice of any kind, all of
which are hereby waived, and notwithstanding anything to the contrary contained
herein.
(ii) Lender may terminate this Agreement with immediate
effectiveness and without notice or lapse of time. Notwithstanding such
termination, all claims, rights and security interests of Lender and all debts,
liabilities, obligations and duties of Borrower shall remain in full force and
effect.
(iii) Lender may exercise and enforce any and all rights
and remedies available upon default to a secured party under the Uniform
Commercial Code, including, without limitation, the right to take possession of
the Collateral, or any evidence thereof, proceeding without judicial process
(without a prior hearing or notice thereof, which Borrower hereby expressly
waives) and the right to sell, lease or otherwise dispose of any or all of the
Collateral. If notice to Borrower of any intended disposition of the Collateral
or any other intended action is required by law in a particular instance, such
notice shall be deemed commercially reasonable if given at least ten (10)
calendar days prior to the date of intended disposition or other action.
(iv) Nothing in this Article VII is intended to restrict
Lender's rights under this Agreement or at law, and Lender may exercise all such
rights and remedies as and when they are available and Lender may exercise or
enforce any and all other rights or remedies available by law or agreement
against Borrower, or against any other Person or property.
ARTICLE VIII
REPRESENTATIONS OF LENDER
8. Representations and Warranties of Lender. Lender represents
and warrants for itself that:
8.1 Investment Intent. The Note being acquired by Lender hereunder
is being purchased for such Lender's own account and not with the view to, or
for resale in connection with, any distribution or public offering thereof
within the meaning of the Securities Act. Lender understands that the Note has
not been registered under the Securities Act or any applicable state laws by
reason of its issuance or contemplated issuance in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act and such
state laws, and that the reliance of Borrower and others upon this exemption is
predicated in part upon this representation and warranty. Lender further
understands that the Note may not be transferred or resold without (a)
registration under the Securities Act and any applicable state securities laws,
<PAGE>
or (b) an exemption from the requirements of the Securities Act and applicable
state securities laws.
8.2 Location of Principal Office and Qualification as Accredited
Investor. The state in which Lender's principal office is located is set forth
in Lender's address on the signature page hereof. Lender qualifies as an
accredited investor within the meaning of Rule 501 of Regulation D promulgated
under the Securities Act. Lender has had access to all of Borrower's material
books and records and access to Borrower's executive officers has been provided
to Lender or to Lender's qualified agents.
8.3 Acts and Proceedings. This Agreement has been duly authorized
by all necessary action on the part of Lender, has been duly executed and
delivered by Lender, and is a valid and binding agreement upon the part of
Lender.
ARTICLE IX
MISCELLANEOUS
9.1 Amendment. This Agreement can be waived, amended, terminated
or discharged, only explicitly in a writing signed by Lender and Borrower.
9.2 Partial Invalidity. If any provision or application of this
Agreement is held unlawful or unenforceable in any respect, such illegality or
unenforceability shall not affect other provisions or applications which can be
given effect, and this Agreement shall be construed as if the unlawful or
unenforceable provision or application had never been contained herein or
prescribed hereby.
9.3 Survival. All representations and warranties contained in this
Agreement or in any other agreement between Borrower and Lender shall survive
the execution, delivery and performance of this Agreement.
9.4 Delay; Cumulative Remedies. No delay on the part of Lender in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
specified are cumulative and are not exclusive of any rights or remedies which
Lender would otherwise have.
9.5 Successors. The rights, options, powers and remedies granted
in this Agreement shall extend to Lender and to Lender's successors and assigns,
shall be binding upon Borrower and its successors and assigns and shall be
applicable hereto and to all renewals and/or extensions hereof; provided,
however, that notwithstanding the foregoing, Borrower shall not be entitled to
assign any of its rights or obligations under this Agreement or any other
document or instrument related hereto without the prior written consent of
Lender.
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9.6 Notices. Although any notice required to be given hereunder
might be accomplished by other means, notice will always be deemed given when
placed in the United States Mail, with postage prepaid, or sent by overnight
delivery service, or sent by telex or facsimile, in each case to the address set
forth below or as amended.
9.7 Payments. Payments due under the Note shall be made in lawful
money of the United States. All payments may be applied by Lender to principal,
interest and other amounts due hereunder in any order which Lender elects.
9.8 Legal Fees and Expenses. Borrower shall pay reasonable legal
fees and expenses incurred by Lender in the negotiation and documentation of
this transaction, as well as its own legal fees and expenses relating to this
transaction. Borrower also agrees to pay and will reimburse the Lender on demand
for all reasonable out-of-pocket expenses incurred by the Lender in the
enforcement of any of the provisions of this Agreement or of the Lender's rights
and remedies hereunder, or in the defense of any claim or claims made or
threatened against the Lender arising out of this transaction, including,
without limitation, in each instance, all reasonable attorneys' fees and legal
expenses incurred in connection with any appeal of a lower court's order or
judgment.
9.10 Applicable Law and Jurisdiction; Interpretation. This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Minnesota (exclusive of conflict of laws provisions contained
therein), except to the extent superseded by Federal law. Invalidity of any
provision of this Agreement shall not affect the validity of any other
provision.
9.11 Copies; Entire Agreement; Modification. Borrower hereby
acknowledges the receipt of copies of this Agreement and all Exhibits and
Schedules referred to therein.
9.12 Termination. This Agreement shall terminate and shall be of no
further force or effect upon payment in full of the Note.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
BORROWER: LENDER:
WORLD POKER TOUR, LLC LAKES POKER TOUR, LLC
By: /s/ Steven Lipscomb By: /s/ Timothy J. Cope
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Its: Chief Executive Manager Its: Chief Financial Manager
Address: 1041 North Formosa Avenue Address: 130 Cheshire Lane
Formosa Building, Suite 99 Minnetonka, Minnesota 55344
West Hollywood, California 90046
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EXHIBIT A
REVOLVING NOTE
$4,126,000
March 4, 2002
FOR VALUE RECEIVED, the undersigned, a limited liability company
organized and existing under the laws of the State of Delaware, hereby promises
to pay to the order of Lakes Poker Tour, LLC, a Minnesota limited liability
company (hereinafter "Lender") in lawful money of the United States of America
at its offices at 130 Cheshire Lane, Minnetonka, Minnesota 55344, or at such
other place as the holder hereof may from time to time designate:
The principal sum of Four Million One Hundred Twenty-Six Thousand and
no/100 Dollars ($4,126,000.00), or such lesser amount as may be advanced to the
Borrower, from time to time, under that certain Amended and Restated Loan
Agreement dated of even date herewith, by and between the undersigned and the
Lender, as amended from time to time (the "Loan Agreement"), together with
interest on said principal amount from time to time outstanding from the date
hereof at the rate provided in the Loan Agreement, calculated on the basis of
the number of days actually elapsed in a 360-day year, and which shall be due
and payable as set forth in the Loan Agreement, together with the entire
principal balance.
This Note is the " Note" within the meaning of the Loan Agreement. All
of the terms and conditions set forth in the Loan Agreement are hereby
incorporated by this reference, including without limitation, all provisions
relating to the acceleration of the principal amount evidenced by this Note.
This Note has been delivered in the State of Minnesota and shall be
construed and enforced in accordance with the substantive laws thereof.
The undersigned expressly waives any presentment, demand, protest,
notice of protest and notice of dishonor.
WORLD POKER TOUR, LLC
By: /s/ Steven Lipscomb
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Its: Chief Executive Manager