**EXHIBIT10.42**

** **

**TRADE CREDIT FACILITY AGREEMENT**

** **

This Trade CreditFacility Agreement (this “Agreement”)is entered into as of April 25,2008, between Elixir Gaming Technologies, Inc., a Nevada corporationformerly known as VendingData Corporation (the “Borrower”), and Elixir International Limited, a Macau company(the “Lender”) which is a wholly-owned subsidiary of Elixir GroupLimited (“Elixir”).

 

RECITALS

 

WHEREAS, the Borrower and Elixir have enteredinto that certain Securities Purchase and Product Participation Agreement datedJune 12, 2007, as amended by the certain Securities Amendment and ExchangeAgreement dated October 21, 2007 (the “Participation Agreement”),pursuant to which, among other things, the Lender has in the past providedtrade credits to the Borrower pursuant to Section 5.2 of ParticipationAgreement.

 

WHEREAS, the Lender and Borrower now wish to enter into this loanagreement for purposes of providing for a formal structure pursuant to whichLender may, from time to time at its option, provide trade credits to theBorrower, subject to the terms and conditions hereof.

 

AGREEMENT

 

NOW THEREFORE, forand in consideration of the trade credits, loans and/or advances to be made orextended by the Lender to the Borrower hereunder, the mutual covenants,promises and agreements contained herein, and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the Borrower and the Lender agree as follows:

 

1.             Definitions.

 

The following terms when used in thisAgreement will have the following meanings both in the singular and pluralforms thereof, except where the context requires otherwise:

 

“**Advance**” means the Lender’stransfer of unrestricted, unsecured title and complete ownership of electronicgaming machines (“EGMs”) to Borrower pursuant to Article V of theParticipation Agreement against Borrower’s promise to pay for some or all ofthe purchase price of the EGMs through its issuance of a Note hereunder.  The exact dollar amount of each Advance, ifmade by the Lender, shall be agreed to in writing by the parties at the time ofsuch Advance, however it is expected that each Advance shall be calculatedbased on the costs of the machine to the Lender, exclusive of any mark-up ormargin on the cost of the EGMs supplied by a party not Affiliated with theLender and/or Elixir (for the avoidance of doubt, such mark-up or margin to bepaid separately by the Borrower to the Lender and shall not form part of theAdvance).

 

“**Agreement**” means thisTrade Credit Facility  Agreement, asoriginally executed and as may be amended, modified, supplemented, or restatedfrom time to time by written agreement between the Borrower and the Lender.

 

“****Business Day****”means any day except Saturday, Sunday and any day which shall be a federallegal holiday in the United States and public holiday in Hong Kong.

 

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“**Cause**”means any Change of Control and/or Event of Default.

 

“**Change ofControl**” means the occurrence, after the date hereof and except asspecifically provided for in this Agreement, of any of the followingcircumstances: (i) any person or two or more persons acting in concert(other than the Lender or its affiliates) acquire beneficial ownership (withinthe meaning of Rule 13d-3 under the Securities Exchange Act of 1934),directly or indirectly, of securities of the Borrower representing 50% or more(on a fully-diluted basis) of the combined voting power of all securities ofthe Borrower (other than securities owned by Elixir or its affiliates) entitledto vote in the election of directors; or (ii) the sale of substantiallyall of the assets of the Borrower; or (iii) any sale of securities of theBorrower by Elixir or its affiliates or any issuance of new securities by theBorrower resulting in the combined voting power of all securities of theBorrower (on a fully-diluted basis) owned by Elixir or its affiliates fallsbelow 30%.

 

“**Event of Default**” meansany event of default described in Section 4 hereof.

 

“**Loan**” means, at any date,the aggregate principal amount of all Advances made by the Lender to theBorrower pursuant to Section 2 hereof and not repaid.

 

“**Note**” means thepromissory note(s) substantially in the form attached hereto as Exhibit Amade by the Borrower payable to the order of the Lender, together with allextensions, renewals, modifications, substitutions and changes in form thereofeffected by written agreement between the Borrower and the Lender.

 

“**Maturity**” of the Notemeans the earlier of (a) the date on which the Note becomes due andpayable upon or after the occurrence of an Event of Default; or (b) thematurity date set forth in the Note.

 

“**Term**” means theperiod over which the Product Participation Agreement is in force.

 

2.             TheLoan.

 

2.1           Loan Advances. From time to time, as the Borrower may request and the Lender may agreein its sole discretion, the Lender may make Advances to the Borrower during theTerm of thisAgreement. Each Advance, if made, shall be evidenced by, and be payable inaccordance with, the terms of a Note executed by the Borrower and issued to theLender.

 

## 2.1.1        Restructuring of Current Trade Credits. The parties acknowledge and agree that as of the date of this Agreement,the Lender has advanced to the Borrower certain trade credits in respect to theacquisition of gaming machines, casino management systems and accessories (the “ExistingTrade Credits”), allof which is unsecured, outstanding and payable upon demand of the Lender in accordancewith the payment terms specified in the Product Participation Agreement. The Lender agrees that no interest has accrued to-date on the Existing Trade Credits**.** The parties agree that out of the Existing Trade Credits, a sum of $15,000,000 (the “InitialAdvance”), shall beextinguished and satisfied through the Borrower’s immediate issuance of a Note,to be dated as of the date of this Agreement, in the principal amount of the InitialAdvance.

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2.2           Payments andInterest on the Note.  The Borrower agrees to repay the principalamount of all Advances, plus accrued interest thereon, in 24 equal monthlyinstallments or as otherwise agreed to by the parties and as set forth in theNote.  Interest on the unpaid principal 

 

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balance of each Note willaccrue from the date of each Advance (save in the case of Initial Advance whereinterest will accrue from the date of the Note as set forth inSection 2.1.1 above) at a rate equal to eight percent (8%) per annum.  Interest will be calculated on the basis of365 days in a year.

 

2.3           Manner ofBorrowing .  The Borrower may give the Lender written ortelephonic notice of each requested Advance at such time as theBorrower receives and accepts a quote from the Lender for the purchase of anelectronic gaming machine which the Borrower intends to accept and raise apurchase order in respect to.

 

2.4           Payments. Notwithstanding any provision of this Agreement and/or the Note to thecontrary (but save and except for the Initial Advance and the Note relatedthereto), the Lenderreserves the right, by written notice, to demand immediate payment withoutCause by the  Borrower of all outstandingsums under all Notes or any of the Notes provided that the Lender agrees thatit will not exercise such right unless it has a genuine financial need to doso.   Upon receipt of such written noticeby the Lender,  the Borrower shall makeall payments of principal and accrued interest on each relevant Note inimmediately available funds to the Lender at such address or to such account asLender may specify from time to time**.**For theavoidance of doubt, the Lender agrees that it will not make any demand forimmediate payment of any outstanding sums under the Initial Advance and theNote related thereto save if there is either (i) an Event of Default; or (ii) Changeof Control (subject to any waiver by the Lender in its sole and absolutediscretion).

 

2.5           VoluntaryPrepayments.  The Borrower may prepay the principal andaccrued interest on each Note, in whole or in part.  All amounts prepaid will be applied first toaccrued and unpaid interest and then to unpaid principal.  The parties agree that there shall be nopenalty or charges for any prepayment made by the Borrower.

 

2.6           MandatoryPrepayments.  All unpaid principal and accrued interestwill become immediately due and payable upon a Change of Control, unless waivedby the Lender in its sole and absolute discretion.

 

3.             Conditionsof Lending.

 

3.1           ConditionsPrecedent to all Loans and Advances.  Theobligation of the Lender to make an Advance hereunder is subject to theabsolute discretion of Lender and if the Lender agrees to make such Advance,the making of the same will be subject to the satisfaction of each of thefollowing, unless waived in writing by the Lender:

 

### (a)                                  no Event of Default will have occurredand be continuing;

###  

### (b)                                 no litigation, arbitration or governmentalinvestigation or proceeding will be pending, or, to the knowledge of theBorrower, threatened, against the Borrower or affecting the business oroperations of the Borrower which was not previously disclosed to the Lenderwhich, if determined adversely to the Borrower, would have a material adverseeffect on the operation or financial condition of the Borrower;

###  

### (c)                                  no Event ofDefault will result from the making of any such Advance; and

###  

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(d)                                 the Borrower shall not have entered into anyagreement, and a third partyshall not have publicly announced its intention to pursue a transaction, that may give rise to a Change in Control.

 

4.             Eventsof Default and Remedies.

 

4.1           Events ofDefault.  The term “Event of Default” will mean any ofthe following events:

 

### (a)                                  The Borrower defaults in the payment whendue of any principal or interest on the Note; or

###  

### (b)                                 The Borrower becomes insolvent orgenerally fails to pay or admit in writing its inability to pay its debts asthey become due; or the Borrower applies for, consents to, or acquiesces in theappointment of a trustee, receiver or other custodian for itself or any of itsproperty, or makes a general assignment for the benefit of its creditors; or atrustee, receiver or other custodian will otherwise be appointed for theBorrower or any of its assets and not be discharged within thirty (30) days; orany bankruptcy, reorganization, debt arrangement, or other case or proceedingunder any bankruptcy or insolvency law, or any dissolution or liquidationproceeding will be commenced by or against the Borrower and be consented to oracquiesced in by the Borrower or remain undismissed for thirty (30) days; orthe Borrower will take any corporate action to authorize, or in furtherance of,any of the foregoing; or

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### (c)                                  Any judgments, writs, warrants ofattachment, executions or similar process (not undisputedly covered byinsurance) in an aggregate amount in excess of $100,000 will be issued orlevied against the Borrower or any of its assets and will not be released, vacatedor fully bonded prior to any sale and in any event within thirty (30) daysafter its issue or levy; or

###  

(d)                                 thecondition set out in Section 3.1 (b) could no longer be fulfilled atany time before the maturity of the Notes or any of them.

 

4.2           Remedies. If an Event of Default described in Section 4.1 occurs, the fullunpaid balance of the Notes and all other obligations of the Borrower to theLender will automatically be due and payable without declaration, notice,presentment, protest or demand of any kind (all of which are hereby expresslywaived) and any obligation of the Lender hereunder will automatically terminatewithout any liability to the Borrower. Upon any Event of Default, the Lender will be entitled to exercise anyand all rights and remedies available at law or in equity for the collection ofthe Note and all other obligations of the Borrower to the Lender.

 

5.             Miscellaneous.

 

5.1           Waivers,Amendments.  The provisions of this Agreement and eachNote may from time to time be amended, modified, or waived, if such amendment,modification or waiver is in writing and signed by the Lender.  No failure or delay on the part of the Lenderor the holder of the Note(s) in exercising any power or right under suchdocuments will operate as a waiver thereof, nor will any single or partialexercise of any such power or right preclude any 

 

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other or further exercisethereof or the exercise of any other power or right.  No notice to or demand on the Borrower in anycase will entitle it to any notice or demand in similar or other circumstances.

 

5.2           Notices. Any and all notices or other communications or deliveries required orpermitted to be provided hereunder shall be in writing and shall be deemedgiven and effective on the earliest of (a) the date of transmission, ifsuch notice or communication is delivered via facsimile at the facsimile numberset forth in this Section 5.2 prior to 3:00 p.m. (Las Vegas time) ona Business Day, (b) the next Business Day after the date of transmission,if such notice or communication is delivered via facsimile at the facsimilenumber set forth on the signature pages attached hereto on a day that isnot a Business Day or later than 3:00 p.m. (Las Vegas time) on anyBusiness Day, (c) the  5thBusiness Day following the date of mailing, if sent by U.S. nationallyrecognized overnight courier service, or (d) upon actual receipt by theparty to whom such notice is required to be given.  The address for such notices andcommunications shall be as follows:

 
| If to the Company: | Elixir  Gaming Technologies, Inc.      |
|--------------------|---------------------------------------------|
|               | 6650 Via  Austi Parkway, Suite 170     |
|               | Las  Vegas, NV 89119                        |
|               | Facsimile: (702) 733-7197                   |
|               | Attn: David R. Reberger,                    |
|               | Chief Financial Officer,                    |
|               |                                        |
| If to Elixir:      | Elixir  International Limited               |
|               | 19/F.,  Zhu Kuan Building,                  |
|               | Avenida  Xian Xing Hai, Macau               |
|               | Facsimile:  (853) 2875 5165                 |
|               | Attn.: Danny Liu, Regional  Finance Officer |

 

or such other address as may be designated in writinghereafter, in the same manner, by such person.

 

5.3           Severability. Any provision of this Agreement or any Note executed pursuant heretowhich is prohibited or unenforceable in any jurisdiction will, as to suchjurisdiction, be ineffective to the extent of such portion or unenforceabilitywithout invalidating the remaining provisions of this Agreement or such Note oraffecting the validity or enforceability of such provisions in any otherjurisdiction.

 

5.4           Governing Law;Venue.  This Agreement will be deemed to be acontract made under and governed by the laws of the State of Nevada.  The Borrower and Lender hereby consent to thepersonal jurisdiction of the state and federal courts located in the State ofNevada in connection with any controversy related to this Agreement, waive anyargument that venue in such forums is not convenient and agrees that any litigationin connection herewith will be venued the state or federal courts located inNevada.

 

5.5           Successors andAssigns.  This Agreement will be binding upon and willinure to the benefit of the parties hereto and their respective successors andassigns, except that Borrower may not assign or transfer its rights hereunderwithout the prior written consent of the Lender.

 

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5.6           MultipleCounterparts.  This Agreement may be executed in one or morecounterparts, each of which will be deemed to be an original and all of whichwill constitute one and the same instrument.

 

[*Continued on next page*]

 

 

IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be executed by theirrespective officers thereunto duly authorized as of the day and year first abovewritten.

 
|   | “Borrower”                  |
|--------|---------------------------------------|
|   |                                  |
|   | **ELIXIR GAMING TECHNOLOGIES, INC.,** |
|   | a Nevada corporation                  |
|   |                                  |
|   |                                  |
|   | By:                                   |   | */s/David R. Reberger* |
|   |                                  |   | David R. Reberger |
|   |                                  |   | Chief Financial Officer |
|   |                                  |
|   | “Lender”                    |
|   |                                  |
|   | **ELIXIR INTERNATIONAL LIMITED,**     |
|   | a Macau company                       |
|   |                                  |
|   |                                  |
|   | By:                                   |   | */s/ Daniel Liu* |
|   |                                  |   | Danny Liu |
|   |                                  |   | Regional Finance Officer |

 

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** EXHIBIT A***to Trade Credit Facility Agreement*

**FORM OF LOAN NOTE**

 
| $      |   | , 2008            |
|--------|--------|-------------------|
|   |   | Las Vegas, Nevada |

 

FOR VALUE RECEIVED, the undersigned Elixir Gaming Technologies, Inc.,a Nevada corporation (the “Borrower”),promises to pay to the order of Elixir International Limited, a Macau company(the “Lender”), theprincipal sum of                    Dollars ($                    ),together with interest thereon, in the manner and upon the terms and conditionsset forth herein.  All Advances and allpayments of principal will be recorded by the Lender in its records whichrecords will be presumed accurate unless such presumption is rebutted bycontrary evidence.

 

This Note shall bear interest on the unpaid principal amount at therate of eight percent (8%) per annum. The unpaid principal amount and accrued and unpaid interest thereonshall be paid in 24 equal monthly installments of $             ,commencing on              1, 2008 the 1st day of the month immediately following the date ofthe Note and continuing on the 1st day of each of the next 23 monthsthereafter, with a final payment due on              ,2010 at which time all principal and interest then unpaid shall be due andpayable.

 

All payments of principal and interest under this Note will be made inlawful money of the United States of America in immediately available funds atsuch place as may be designated by the Lender to the Borrower in writing.

 

This Note is referred to in, and evidences indebtedness incurred under,the Trade Credit Facility Agreement dated as of April              ,2008 and made effective as at the same date (referred to herein, as it may be amended, modified, supplemented orreplaced from time to time, as the “TradeCredit Agreement”) between the Borrower and the Lender.  The terms and conditions under which theBorrower is permitted and required to make prepayments and repayments ofprincipal of such indebtedness and under which such indebtedness may bedeclared to be immediately due and payable are set forth in the Trade CreditAgreement, the terms and conditions of which are incorporated herein byreference.

 

All parties hereto, whether as makers, endorsers or otherwise,severally waive presentment, demand, protest and notice of dishonor inconnection with this Note.

 

This Note is made under and governed by the internal laws of the Stateof Nevada, as provided for in the Trade Credit Agreement.

 
|   | **ELIXIR GAMING TECHNOLOGIES, INC.,** |
|--------|---------------------------------------|
|   | a Nevada corporation                  |
|   |                                  |
|   |                                  |
|   | By:                                   |   |
|   |                                  | David R. Reberger |
|   |                                  | Chief Financial Officer |
|        |                                       |  |  |

 

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