Quarterly Report — Small Business — Form 10-QSB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10QSB Quarterly Report -- Small Business 26 152K
2: EX-1 Underwriting Agreement 3 18K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 2 12K
Liquidation or Succession
4: EX-3.1 Articles of Incorporation/Organization or By-Laws 11 38K
5: EX-3.2 Articles of Incorporation/Organization or By-Laws 5 19K
6: EX-27 Financial Data Schedule (Pre-XBRL) 2 8K
EX-1 — Underwriting Agreement
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Exhibit 1
[BANK OF OKLAHOMA LETTERHEAD]
Via UPS Overnight Courier
May 1, 1998
Mr. W. Bennett Collett
Chairman and Chief Executive Officer
Florida Gaming Corporation
P.O. Box 3027
Louisville, KY 40201
Re: Modification of Repayment Schedule Agreement
Dear Mr. Collett:
By letter dated December 2, 1997, Bank of Oklahoma, National Association
("BOK") did notify Florida Gaming Corporation ("FGC") of the following
defaults on that Secured Note Negotiable Promissory Installment Note of FGC
dated September 12, 1996 in the original amount of $6,000,000.00 ("Note")
which Note is payable to BOK.
- Default in payment due October 31, 1997 in the amount of $207,533.55
($166,666.66 of principal and $40,866.89 of interest).
- Default in payment due November 30, 1997 in the amount of $206,095.31
($166,666.66 of principal and $39,428.65 of interest).
Moreover, by that letter dated December 2, 1997, BOK did demand that FGC make
the payments due October 31, 1997 and November 30, 1997 by 5:00 PM CST on
January 2, 1998 and did notify FGC that, in the event the payments due
October 31, 1997 and November 30, 1997 were not made by 5:00 PM CST on
January 2, 1998, all amounts then due, owing and outstanding on the Note
would be considered accelerated and immediately due and payable and that, in
such event, BOK might exercise its various rights to collect the Note which
rights included, but were not limited to, legal action to collect on the Note.
Subsequently, FGC had requested that BOK withdraw this particular demand for
payment as outlined above. By letter dated December 4, 1998. BOK did agree to
withdraw the demand on the condition that FGC make the payments due October 31,
1997 and November 30, 1997 no later than January 6, 1998. In that letter,
BOK reserved the right to exercise any of its rights if such payments were
not made.
Also by letter dated December 2, 1997, BOK notified FGC that, in the event
the payments due October 31, 1997 and November 30, 1997 were not made by
5:00 PM CST on December 15, 1997, the unpaid principal amount of the Note
would begin to bear interest computed at a variable annual rate equal from
day to day to the Applicable Prime Rate as defined in the Note plus five
percent ("Five Percent Increment") (the sum referred to as the "Default
Interest Rate"). By letter dated December 4, 1997, BOK advised FGC that this
part of the December 2, 1997 letter was still in force and effect.
The payment due October 31, 1997 was not made until January 31, 1998 and the
payment due November 30, 1997 was not made until March 16, 1998. Therefore,
the Default Interest Rate is still in full force and effect. Moreover, the
following payments are currently due:
- Payment due January 31, 1998 in the amount of $228,487.66 ($166,666.66 of
principal and $61,821.00 of interest at the Default Interest Rate which
interest is the sum of $38,924.33 at the Applicable Prime Rate and $22,896.67
at the Five Percent Increment).
- Payment due February 28, 1998 in the amount of $220,692.50 ($166,666.66 of
principal and $54,025.84 of interest at the Default Interest Rate which
interest is the sum of $34,016.27 at the Applicable Prime Rate and $20,009.57
at the Five Percent Increment).
- Payment due March 31, 1998 in the amount of $224,675.16 ($166,666.66 of
principal and $58,008.50 of interest at the Default Interest Rate which
interest is the sum of $36,523.87 at the Applicable Prime Rate and $21,484.63
at the Five Percent Increment).
- Payment due April 30, 1998 in the amount of $220,868.44 ($166,666.66 of
principal and $54,201.78 of interest at the Default Interest Rate which
interest is the sum of $34,127.05 at the Applicable Prime Rate and $20,074.73
at the Five Percent Increment).
FGC now requests the following modifications to the repayment schedule contained
in the Note and BOK hereby agrees to these modifications, subject to FGC's
timely performance thereof.
Payment of the principal of $166,666.66 due each of January 31, February 28,
March 31, April 30, May 31, June 30, July 31 and August 31, 1998 shall be
deferred to the earlier of the date of repayment in full of the Note
occasioned either by the conditioned release of collateral pursuant to the
sale of collateral or the maturity date (stated or accelerated) of the Note.
- The portion of the interest due at the Applicable Prime Rate on
January 31, February 28 and March 31, 1998 ($109,464.47 in total) shall be
paid by 5:00 PM CDT on May 6, 1998. The portion of the interest due at the
Applicable Prime Rate on April 30, 1998 ($34,127.05) shall be paid by
5:00 PM CDT on May 15, 1998. In the event that these payments are made in
compliance with this modified schedule, interest due from May 1, 1998
forward shall accrue at the Applicable Prime Rate unless further default
occurs as defined in any of the loan documents including, but not limited to,
the Note and this agreement then, in such situation, interest shall accrue
retroactively at the Default Interest Rate. For example, if the payments due
May 6 and May 15, May 31 and June 30 are made in compliance with the loan
documents but the payment due July 31, 1998 is not timely made, then,
interest at the Default Interest Rate shall be charged retroactively from
May 1, 1998.
- Payment of the portion of the interest due at the Five Percent Increment
on January 31, February 28, March 31 and April 30, 1998 ($84,465.60 in total)
shall be deferred to the earlier of the date of repayment in full of the Note
occasioned either by the conditioned release of collateral pursuant to the
sale of collateral or the maturity date (stated or accelerated) of the Note.
FGC acknowledges and agrees that, notwithstanding any modifications of the
repayment schedule of the Note as outlined above, BOK has not waived any of
its rights under the loan documents and BOK hereby specifically reserves the
right to make demand upon FGC after any default under any of the loan
documents and to exercise any of its other rights.
Please indicate your agreement to the terms and conditions of this letter by
executing below.
Yours Truly, Agreed this 1st day of May, 1998
/s/ Paul D. Mesmer Florida Gaming Corporation
Paul D. Mesmer /s/ W. Bennett Collett, Chairman and CEO
----------------------------------------
W. Bennett Collett
Chairman and Chief Executive Officer
Dates Referenced Herein and Documents Incorporated by Reference
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