EX-10 3 exhibit1013.txt EIGHTH AMENDMENT TO LOAN-COAST 1 COAST BUSINESS CREDIT(R) EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT BORROWER: NTN COMMUNICATIONS, INC. ADDRESS: 5966 LA PLACE COURT, SUITE 100 CARLSBAD, CALIFORNIA 92008 BORROWER: BUZZTIME ENTERTAINMENT, INC. ADDRESS: 5966 LA PLACE COURT, SUITE 100 CARLSBAD, CALIFORNIA 92008 BORROWER: NTN WIRELESS COMMUNICATIONS, INC. ADDRESS: 5966 LA PLACE COURT, SUITE 100 CARLSBAD, CALIFORNIA 92008 DATE: AS OF NOVEMBER 23, 2002 THIS EIGHTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT ("Eighth Amendment") is entered into as of the above date between COAST BUSINESS CREDIT, a division of Southern Pacific Bank ("Coast"), a California corporation, with offices at 12121 Wilshire Boulevard, Suite 1400, Los Angeles, California 90025, on the one hand and NTN Communications, Inc. ("NTN"), Buzztime, Inc. ("Buzztime") and NTN Wireless Communications, Inc. ("Wireless") on the other hand, whose chief executive offices are located at the above address ("Borrower's Address"). NTN, Buzztime and Wireless shall hereinafter be jointly and severally referred to as Borrower. This Eighth Amendment shall for all purposes be deemed to be a part of the Loan and Security Agreement, as amended ("Agreement") and the Schedule to the Agreement, as amended ("Schedule"), and the same is an integral part of the Agreement and Schedule. CONSENT AND APPROVAL 1. Coast hereby consents and approves Borrower's request to downstream to Wireless up to a total amount at any one time outstanding Seven Hundred Fifty Thousand Dollars ($750,000.00). AMENDMENTS 1. Section 8.1 (9) of the Schedule is hereby amended to read as follows: 1 " Notwithstanding the preceding, Borrower may downstream up to a total amount at any one time outstanding of Seven Hundred Fifty Thousand Dollars ($750,000.00) to its Affiliate, NTN Wireless Communications, Inc." CONDITIONS PRECEDENT TO EFFECTIVENESS OF EIGHTH AMENDMENT 1. Borrowers shall execute and deliver this Eighth Amendment to Coast. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, ALL OF THE TERMS AND CONDITIONS OF THE LOAN AND SECURITY AGREEMENT AND ALL OTHER DOCUMENTS AND AGREEMENTS BETWEEN COAST AND BORROWER SHALL CONTINUE IN FULL FORCE AND EFFECT AND THE SAME ARE HEREBY RATIFIED AND AFFIRMED. THE WAIVERS AND CONSENTS CONTAINED HEREIN DO NOT CONSTITUTE A WAIVER OR CONSENT OF ANY OTHER PROVISION OR TERM OF THE LOAN AND SECURITYAGREEMENT NOR ANY RELATED DOCUMENT OR AGREEMENT, NOR AN AGREEMENT TO WAIVE OR CONSENT TO ANY TERM OR CONDITION OF THE LOAN AND SECURITY AGREEMENT NOR ANY RELATED DOCUMENT OR AGREEMENT IN THE FUTURE. Borrower: NTN COMMUNICATIONS, INC. By:_______________________________ Stanley B. Kinsey, CEO And by:____________________________ James B. Frakes, CFO Borrower: BUZZTIME ENTERTAINMENT, INC. By:_______________________________ V. Tyrone Lam, President And by:____________________________ James B. Frakes, CFO Signatures continue on separate page 3 2 Borrower: NTN WIRELESS COMMUNICATIONS, INC. By:__________________________ Name: Mark de Gorter, President And by:_______________________ Name: Kathy Miles, Secretary Coast: COAST BUSINESS CREDIT, a division of Southern Pacific Bank By:_______________________________ Darrell Daniel, Vice President Continued Signature page to Eighth Amendment to Loan and Security Agreement 3