Exhibit 10.1


 


CHANGE IN
TERMS AGREEMENT


 


	
  Principal

  	
   

  	
  Loan Date

  	
   

  	
  Maturity

  	
   

  	
  Loan No.

  	
   

  	
  Call/Coll

  	
   

  	
  Account

  	
   

  	
  Officer

  	
   

  	
  Initials

  	
   

  
	
  $

  	
  1,625,000.00

  	
   

  	
  05-05-2008

  	
   

  	
  02-04-2013

  	
   

  	
  7015103

  	
   

  	
  1E/45

  	
   

  	
   

  	
   

  	
  CH

  	
   

  	
   

  	
   

  
																	



 


	
  References in the boxes above
  are for Lender’s use only and do not limit the applicability of this document
  to any particular loan or item.  Any
  item above containing “***” has been omitted due to text length limitations

  



 


	
  Borrower:

  	
   

  	
  AWI GAMING, INC.

  P.O. Box 56

  Lovelock, NV 89419

  	
   

  	
  Lender:

  	
   

  	
  GREAT BASIN BANK OF

  NEVADA

  Fallon Office

  498 W. Williams Avenue

  Fallon, NV 89406

  



 


	
  Principal Amount:  $1,625,000.00

  	
   

  	
  Interest Rate:  8.00%

  	
   

  	
  Date of Agreement:  May 5, 2008

  



 


DESCRIPTION OF EXISTING INDEBTEDNESS.  Promissory Note dated February 21, 2006
between Borrower and Lender in the principal amount of $1,500,000.00 and all
subsequent modifications together with other previously signed documents that
remain in effect.


 


DESCRIPTION OF COLLATERAL.  Borrower acknowledges this Note is secured by
the following collateral described in the security instrument listed herein,
all the terms and conditions of which are hereby incorporated and made a part
of this Agreement:


 


(A)          A Deed of Trust dated February 21,
2006, Recorded February 28, 2006, Document Number 247484, to a trustee in
favor of lender for all real property located at 1420 Cornell Avenue, Lovelock,
Pershing County, Nevada.


 


(B)          A Commercial Security Agreement dated February 21,
2006 between Borrower and Lender, for all Furniture, Fixtures, Equipment, and
all Gaming Equipment.


 


DESCRIPTION OF CHANGE IN TERMS.  Increase Loan Amount, payment amount and
payment stream change.


 


PROMISE TO PAY. 
AWI GAMING, INC. (“Borrower”) promises to pay to GREAT BASIN BANK OF
NEVADA (“Lender”), or order, in lawful money of the United States of America,
the principal amount of One Million Six Hundred Twenty-five Thousand &
00/100 Dollars ($1,625,000.00), together with interest at the rate of 8.000%
per annum on the unpaid principal balance from May 5, 2008, until paid in
full. The interest rate may change under the terms and conditions of the “INTEREST
AFTER DEFAULT” section.


 


PAYMENT. 
Borrower will pay this loan in 56 regular payments of $13,710.00 each
and one irregular last payment estimated at $1,450,635.05. Borrower’s first
payment is due June 4, 2008, and all subsequent payments are due on the
same day of each month after that. 
Borrower’s final payment will be due on February 4, 2013, and will
be for all principal and all accrued interest not yet paid.  Payments include


 


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principal and interest.  Unless otherwise agreed or required by
applicable law, payments will be applied first to any late charges; then to any
accrued unpaid interest; and then to principal. 
Interest on this loan is computed on a 365/360 simple interest basis;
that is, by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding.  Borrower will pay Lender at Lender’s address
shown above or at such other place as Lender may designate in writing.


 


PREPAYMENT PENALTY; MINIMUM INTEREST CHARGE.  Borrower agrees that all loan fees and other
prepaid finance charges are earned fully as of the date of the loan and will
not be subject to refund upon early payment (whether voluntary or as a result
of default), except as otherwise required by law.  In any event, even upon full prepayment of
this Agreement, Borrower understands that Lender is entitled to a minimum
interest charge of $15.00.  Upon
prepayment of this Agreement, Lender is entitled to the following prepayment
penalty: The Borrower may prepay up to 20% of the principal balance in any year
without penalty.  Principal prepayments
in excess of that amount shall be subject to a prepayment penalty equal to 2%
of the excess the first year and 1% of the excess the second year.  Other than Borrower’s obligation to pay any
minimum interest charge and prepayment penalty, Borrower may pay all or a
portion of the amount owed earlier than it is due.  Early payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower’s obligation to continue to
make payments under the payment schedule. 
Rather, early payments will reduce the principal balance due and may
result in Borrower’s making fewer payments. 
Borrower agrees not to send Lender payments marked “paid in full”, “without
recourse”, or similar language.  If
Borrower sends such a payment, Lender may accept it without losing any of
Lender’s rights under this Agreement, and Borrower will remain obligated to pay
any further amount owed to Lender.  All
written communications concerning disputed amounts, including any check or
other payment instrument that indicates that the payment constitutes “payment
in full” of the amount owed or that is tendered with other conditions or
limitations or as full satisfaction of a disputed amount must be mailed or
delivered to:


 


	
  Great Basin bank of Nevada

  P.O. Box 2808

  Elko, NV 89803

  



 


LATE CHARGE.  If
a payment is 15 days or more late, Borrower will be charged 5.000% of the
unpaid portion of the regularly scheduled payment or $15.00, whichever is
greater.


 


INTEREST AFTER DEFAULT.  Upon default, including failure to pay upon
final maturity, the interest rate on this loan shall be increased by 2.000
percentage points.  However, in no event
will the interest rate exceed the maximum interest rate limitations under
applicable law.


 


DEFAULT.  Each
of the following shall constitute an Event of Default under this Agreement.


 


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Payment Default.  Borrower fails to make any payment when due
under the Indebtedness.


 


Other Defaults.  Borrower fails to comply with or to perform
any other term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents or to comply with or to perform any term,
obligation, covenant or condition contained in any other agreement between
Lender and Borrower.


 


False Statements.  Any warranty, representation or statement
made or furnished to Lender by Borrower or on Borrower’s behalf under this
Agreement or the Related Documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false or
misleading at any time thereafter.


 


Insolvency. 
The dissolution or termination of Borrower’s existence as a going
business, the insolvency of Borrower, the appointment of a receiver for any
part of Borrower’s property, any assignment for the benefit of creditors, any
type of creditor workout, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against Borrower.


 


Creditor or Forfeiture Proceedings.  Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower or by any governmental agency against
any collateral securing the Indebtedness. 
This includes a garnishment of any of Borrower’s accounts, including
deposit accounts, with Lender.  However,
this Event of Default shall not apply if there is a good faith dispute by
Borrower as to the validity or reasonableness of the claim which is the basis
of the creditor or forfeiture proceeding and if Borrower gives Lender written
notice of the creditor or forfeiture proceeding and deposits with Lender monies
or a surety bond for the creditor or forfeiture proceeding, in an amount
determined by Lender, in its sole discretion, as being an adequate reserve or
bond for the dispute.


 


Events Affecting Guarantor.  Any of the preceding events occurs with
respect to any Guarantor of any of the Indebtedness or any Guarantor dies or
becomes incompetent, or revokes or disputes the validity of, or liability
under, any Guaranty of the Indebtedness evidenced by this Note.


 


Change in Ownership.  Any change in ownership of twenty-five
percent (25%) or more of the common stock of Borrower.


 


Adverse Change.  A material adverse change occurs in Borrower’s
financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness is impaired.


 


LENDER’S RIGHTS. 
Upon default, Lender may declare the entire unpaid principal balance
under this Agreement and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.


 


ATTORNEYS’ FEES; EXPENSES.  Lender may hire or pay someone else to help
collect this Agreement if Borrower does not pay.  Borrower will pay Lender that amount.  This includes, subject to any limits under
applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whether
or not there is a lawsuit, including attorneys’ fees, expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or
injunction), and appeals.  If not
prohibited by applicable law, Borrower also will pay any court costs, in addition
to all other sums provided by law.


 


GOVERNING LAW. 
This Agreement will be governed by federal law applicable to Lender and,
to the extent not preempted by federal law, the laws of the State of Nevada
without regard to its conflicts of law provisions.  This Agreement has been accepted by Lender in
the State of Nevada.


 


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RIGHT OF SETOFF. 
To the extent permitted by applicable law, Lender reserves a right of
setoff in all Borrower’s accounts with Lender (whether checking, savings, or
some other account).  This includes all
accounts Borrower holds jointly with someone else and all accounts Borrower may
open in the future.  However, this does
not include any IRA or Keogh accounts, any trust accounts for which setoff
would be prohibited by law, or monies in any accounts that were received
pursuant to the federal Social Security Act, including, without limitation,
retirement and survivors’ benefits, supplemental security income benefits and
disability insurance benefits.  Borrower
authorizes Lender, to the extent permitted by applicable law, to charge or
setoff all sums owing on the indebtedness against any and all such accounts.


 


COLLATERAL. 
Borrower acknowledges this Agreement is secured by the following collateral
described in the security instrument listed herein, all the terms and
conditions of which are hereby incorporated and made a part of this Agreement:


 


(A)          A Deed of Trust dated February 21,
2006, Recorded February 28, 2006, Document Number 247484, to a trustee in
favor of lender for all real property located at 1420 Cornell Avenue, Lovelock,
Pershing County, Nevada.


 


(B)          A Commercial Security Agreement dated February 21,
2006 between Borrower and Lender, for all Furniture, Fixtures, Equipment, and all
Gaming Equipment.


 


CONTINUING VALIDITY. 
Except as expressly changed by this Agreement, the terms of the original
obligation or obligations, including all agreements evidenced or securing the
obligation (s}, remain unchanged and in full force and effect.  Consent by Lender to this Agreement does not
waive Lender’s right to strict performance of the obligation(s) as
changed, nor obligate Lender to make any future change in terms.  Nothing in this Agreement will constitute a
satisfaction of the obligation(s).  It is
the intention of Lender to retain as liable parties all makers and endorsers of
the original obligation(s), including accommodation parties, unless a party is
expressly released by Lender in writing. 
Any maker or endorser, including accommodation makers, will not be
released by virtue of this Agreement.  If
any person who signed the original obligation does not sign this Agreement
below, then all persons signing below acknowledge that this Agreement is given
conditionally, based on the representation to Lender that the non-signing party
consents to the changes and provisions of this Agreement or otherwise will not
be released by it.  This waiver applies
not only to any initial extension, modification or release, but also to all
such subsequent actions.


 


SUCCESSORS AND ASSIGNS.  Subject to any limitations stated in this
Agreement on transfer of Borrower’s interest, this Agreement shall be binding
upon and inure to the benefit of the parties, their successors and
assigns.  If ownership of the Collateral
becomes vested in a person other than Borrower, Lender, without notice to
Borrower, may deal with Borrower’s successors with reference to this Agreement
and the Indebtedness by way of forbearance or extension without releasing
Borrower from the obligations of this Agreement or liability under the
Indebtedness.


 


MISCELLANEOUS PROVISIONS.  If any part of this Agreement cannot be
enforced, this fact will not affect the rest of the Agreement.  Lender may delay or forgo enforcing any of
its rights or remedies under this Agreement without losing them.  Borrower and any other person who signs,
guarantees or endorses this Agreement, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor.  Upon any change in the terms of this
Agreement, and unless otherwise expressly stated in writing, no party who signs
this Agreement, whether as maker, guarantor, accommodation maker or endorser,
shall be released from liability.  All
such parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral; or
impair, 


 


4

















 


fail to realize upon or perfect Lender’s security
interest in the collateral; and take any other action deemed necessary by
Lender without the consent of or notice to anyone.  All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the
party with whom the modification is made. 
The obligations under this Agreement are joint and several.


 


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Prior to signing this Agreement,
Borrower read and understood all the provisions of this Agreement.  Borrower agrees to the terms of the
Agreement.


 


CHANGE IN TERMS SIGNERS:


 


	
  AWI GAMING, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John M. Salerno

  	
   

  	
  By:

  	
  /s/ Bruce E. Dewing

  
	
   

  	
  JOHN M. SALERNO, Secretary/

  Treasurer of AWI GAMING, INC.

  	
   

  	
  BRUCE E. DEWING, President of

  AWI GAMING, INC.

  
					



 


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  STATE OF NEVADA

  	
  }ss.

  	
   

  
	
  COUNTY OF PERSHING

  	
   

  



 


This instrument was
acknowledged before me on May 7th, 2008 by Bruce E. Dewing, who
acknowledged to me, that he is the President of AWI Gaming, Inc.


 


	
   

  	
  /s/ Shelly Iniguez

  
	
   

  	
  NOTARY PUBLIC

  
	
  [Notary Seal]

  	
  Notary Public in and for State
  of

  Nevada

  
	
   

  	
  My Commission Expires:
  July 11,

  2011

  



 


	
  STATE OF NEVADA

  	
  }ss.

  	
   

  
	
  COUNTY OF CLARK

  	
   

  



 


This instrument was
acknowledged before me on May 9th, 2008 by John M. Salerno, who
acknowledged to me, that he is the Secretary/Treasurer of AWI Gaming, Inc.


 


	
   

  	
  /s/ Karen Marquardt

  
	
   

  	
  NOTARY PUBLIC

  
	
  [Notary Seal]

  	
  Notary Public in and for State
  of

  Nevada

  
	
   

  	
  My Commission Expires: April 25,

  2010

  



 


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