Exhibit 10.3


 


AMENDMENT TO TRADE CREDIT FACILITY AGREEMENT


AND RELATED NOTE


 


THIS
AMENDMENT TO TRADE CREDIT FACILITY AGREEMENT AND RELATED NOTE (this “Amendment”)
is entered into as of November 6, 2008, by and between Elixir Gaming
Technologies, Inc., a Nevada corporation formerly known as VendingData
Corporation (the “Borrower”), and Elixir International Limited, a Macau company
(the “Lender”).  All capitalized
terms used in this Amendment not otherwise defined herein shall have the same
meaning ascribed to them in the Factility Agreement (as defined in the recitals
below).


 


R  E
C  I  T  A  L  S


 


WHEREAS, the Borrower and the Lender are parties to a Trade Credit
Facility Agreement dated April 21, 2008 (the “Facility Agreement”);


 


WHEREAS, pursuant to the Facility Agreement, the Lender agreed to
provide, from time to time, at its option, trade credits to the Borrower for
the Borrower’s purchase of electronic gaming machines from the Lender in
exchange for the Borrower’s issuance of unsecured promissory note(s) to the
Lender bearing interest at a fixed rate of eight percent (8%) per annum;


 


WHEREAS, upon entering into the Facility Agreement, the Borrower issued
to the Lender the first promissory note in the principal amount of $15,000,000 (the
“Initial Note”). The Initial Note extinguished a then existing current trade
payable of an equivalent amount to the Lender in respect of gaming machines
previously acquired. Pursuant to the terms of the Initial Note, the Borrower is
obligated to repay the principal, plus any accrued interest thereon, in 24
equal monthly installments after the date of issue; and


 


WHEREAS, as at September 30, 2008, there was a total of $12,069,136
outstanding  principal under the Initial
Note (the “Outstanding Principal”). The Borrower and the Lender now wish to
effect the restructuring of the repayment terms of the Outstanding Principal by
issuance of a new promissory note by the Borrower in exchange for the
cancellation of the Initial Note as set forth in this Amendment, and to amend
the terms of certain of the Facility Agreement as set forth in this Amendment.


 


A  G
R  E  E  M  E  N  T


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants,
obligations and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, the Borrower and the Lender hereby agree as
follows:


 


1.             Exchange of Initial Note for a New Note.  Upon the terms
and conditions set forth herein, the Lender agrees to surrender the Initial
Note for cancellation in exchange for 


 

















 


the
issuance by the Borrower of a new promissory note (a draft form of which is
attached hereto as Exhibit A)
with the following terms (the “New Note”) :


 


A.            the Outstanding Principal, plus accrued interest
thereon (at the rate set out in Sub-section B of this Section 1 below),
shall be repaid in 24 equal monthly installments commencing from January 1,
2009; and


 


B.            Interest on the Outstanding Principal under the New
Note will accrue from January 1, 2009 at a rate equal to five percent (5%)
per annum. Interest will be calculated on the basis of 365 days in a year.


 


2.             Amendments to the Facility Agreement


 


2.1           The parties agree that further Advance(s) may be made by the
Lender to the Borrower despite the termination of the Participation Agreement
on the date of this Amendment.  With
respect to this:


 


2.1.1        The words “pursuant to Article V of the Participation Agreement”
in the definition of “Advance” in Section 1 of the Facility Agreement are
hereby deleted.


 


2.1.2        The definition of “Term” in Section 1 of
the Facility Agreement is hereby deleted in its entirety and replaced by the
following:


 


“Term” means a period of three (3) years from
the date of this Agreement.


 


2.2
The parties agree that in respect of any futher Advance(s) by the Lender (at
its absolute discretion and subject to the satisfaction of certain conditions
precedent as more particularly set out in the Facility Agreement), the
applicable interest rate for the principal of such Advance(s), if any, shall be
reduced from eight percent (8%) to five percent (5%) per annum. With respect to
this reduction of interest rate and in accord with the new repayment terms of
the New Note as described in Section 1 of this Amendment above, Section 2.2
of the Facility Agreement is hereby deleted in its entirety and replaced by the
following:


 


“2.2
Payments and Interest on the Note. The Borrower agrees to repay the
principal amount of all Advances, plus accrued interest thereon, in 24 equal
monthly installments or as otherwise agreed to by the parties and as set forth
in the Note.  Interest on the unpaid
principal balance of each Note will accrue from the date of each Advance (save
in the case of the principal balance under the New Note where interest will
accrue from January 1, 2009) at a rate equal to five percent (5%) per
annum.  Interest will be calculated on
the basis of 365 days in a year.”


 


3.             Acknowledgement by the Parties.  For the
avoidance of doubt, the parties acknowledge and agree that :


 


2

















 


A.            No repayment of any unpaid principal balance or
interest accrued under the Initial Note by the Borrower is required for the
months of October, November and December, 2008; and


 


B.            the Lenders agrees that it will not make any demand for
immediate payment of any outstanding sums under the New Note save if there is
either (i) an Event of Default; or (ii) Change of Control (subject to
any waiver by the Lender in its sole and absolute discretion).


 


4.             No Further Modifications. 
Except as specifically set forth herein, nothing in this Amendment shall
be construed to enlarge, restrict, or otherwise modify the terms of the Facility
Agreement or the respective duties and obligations of the parties thereto.


 


5.             Authorization; Enforceability.  Other than as
set forth in this Amendment, each of the Borrower and the Lender represents to
the other that: (i) it has all corporate right, power and authority to
enter into this Amendment and to consummate the transactions contemplated
hereunder; and (ii) the execution and delivery by it of this Amendment and
the consummation of the transactions contemplated hereunder will not result in
the violation by it of any law, statute, rule, regulation, judgment or decree
of any court or governmental authority to or by which it is bound, or of any
provision of its organizational documents; and (iii) no consent, approval,
authorization or other order of any governmental authority or other third party
is required to be obtained by it in connection with the authorization, execution
and delivery of this Amendment.


 


6              Miscellaneous.


 


6.1           Amendments and Waivers.  This Amendment
and the Facility Agreement including the New Note set forth the entire
agreement and understanding between the parties as to the subject matter hereof
and thereof and supersedes and replaces all prior and contemporaneous discussions,
negotiations, agreements and understandings (oral or written) with respect to
such subject matter.  This Amendment or
any provision hereof may be (i) amended only by mutual written agreement
of the Borrower and the Lender or (ii) waived only by written agreement of
the waiving party.


 


6.2           Successors and Assigns.  This Amendment
shall be binding upon and inure to the benefit of the Borrower and its
successors and assigns and the Lender and its successors and assigns.


 


6.3           Notices.  Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth in
this Section 6.3 prior to 3:00 p.m. (Las Vegas time) on a Business
Day, (b) the next Business Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number set
forth on the signature pages attached hereto on a day that is not a
Business Day or later than 3:00 p.m. (Las Vegas time) on any Business Day,
(c) the  5th Business Day
following the date of mailing, if sent by U.S. nationally recognized overnight
courier 


 


3

















 


service, or (d) upon actual receipt by the party
to whom such notice is required to be given. 
The address for such notices and communications shall be as follows:


 


	
  If to
  the Borrower:

  	
   

  	
  Elixir
  Gaming Technologies, Inc.

  
	
   

  	
   

  	
  6650 Via Austi Parkway,
  Suite 170

  
	
   

  	
   

  	
  Las Vegas, NV 89119

  
	
   

  	
   

  	
  Facsimile: (702) 733-7197

  
	
   

  	
   

  	
  Attn: Andy Tsui, Vice President - Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to the Lender:

  	
   

  	
  Elixir
  International Limited

  
	
   

  	
   

  	
  19/F.,
  Zhu Kuan Building,

  
	
   

  	
   

  	
  Avenida
  Xian Xing Hai,Macau

  
	
   

  	
   

  	
  Facsimile:
  (853) 2875 5165

  
	
   

  	
   

  	
  Attn.: Danny Liu, Regional
  Financial Officer

  



 


6.4           Governing Law, Venue.  This Amendment and the New Note will be deemed to be a contract made
under and governed by the laws of the State of Nevada.  The Borrower and the Lender hereby consent to
the personal jurisdiction of the state and federal courts located in the State
of Nevada in connection with any controversy related to this Amendment and the
New Note, waive any argument that venue in such forums is not convenient and
agrees that any litigation in connection herewith will be venued the state or
federal courts located in Nevada.


 


6.5           Attorneys’ Fees.  If any action at law or in equity
is necessary to enforce or interpret the terms of this Amendment and the New
Note, the prevailing party, as specifically determined by the court, shall be
entitled to reasonable attorneys’ fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.


 


6.6           Amendment Controls.  If any topic is addressed both in
the Facility Agreement and in this Amendment, this Amendment shall control.


 


6.7           Counterparts.  This Amendment may be executed in any number
of counterparts, all of which when taken together shall constitute one and the
same instrument binding on all of the parties hereto.  Delivery of an executed counterpart of a signature
page to this Amendment by facsimile shall be as effective as delivery of a
manually executed counterpart of a signature page of this Amendment.


 


6.8           Headings. The
headings of the Sections hereof are inserted as a matter of convenience and for
reference only and in no way define, limit or describe the scope of this
Amendment or the meaning of any provision hereof.


 


6.9           Severability.
In the event that any provision of this Amendment or the application of any
provision hereof is declared to be illegal, invalid or otherwise unenforceable
by a court of competent jurisdiction, the remainder of this Amendment shall 


 


4

















 


not be
affected except to the extent necessary to delete such illegal, invalid or
unenforceable provision unless the provision held invalid shall substantially
impair the benefit of the remaining portion of this Amendment.


 


IN
WITNESS WHEREOF, the parties have caused this Amendment to Trade Credit
Facility Agreement and Related Note to be duly executed and delivered as of the
date first set forth above.


 


 


	
   

  	
  “Borrower”

  
	
   

  	
   

  
	
   

  	
  ELIXIR
  GAMING TECHNOLOGIES, INC.,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Andy Tsui

  
	
   

  	
  Vice President - Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “Lender”

  
	
   

  	
   

  
	
   

  	
  ELIXIR
  INTERNATIONAL LIMITED,

  
	
   

  	
  a Macau
  company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Danny Liu

  
	
   

  	
  Regional Financial Officer

  



 


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EXHIBIT A

to Amendment to Trade Credit FacilityAgreement and
Related Note


FORM OF NEW 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”), the principal sum of Twelve Millions and Sixty Nine thousands  and One Hundred and Thirty-Six Dollars ($[12,069,136]), together with interest
thereon, in the manner and upon the terms and conditions set forth herein.  All Advances and all payments of principal
will be recorded by the Lender in its records which records will be presumed
accurate unless such presumption is rebutted by contrary evidence.


 


This Note shall bear
interest on the unpaid principal amount at the rate of five percent (5%) per
annum.  The unpaid principal amount and
accrued and unpaid interest thereon shall be paid in 24 equal monthly
installments of $                ,
commencing on January 1, 2009 and continuing on the 1st day of
each of the next 23 months thereafter, with a final payment due on               ,
2011 at which time all principal and interest then unpaid shall be due and
payable.


 


All payments of principal
and interest under this Note will be made in lawful money of the United States
of America in immediately available funds at such 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 21, 2008, as amended by the Amendment to Trade Credit
Facility Agreement and Related Note dated as of November      ,
2008 (referred to herein, as it may be amended, modified, supplemented or
replaced from time to time, as the “Trade
Credit Agreement”) between the Borrower and the Lender.  The terms and conditions under which the
Borrower is permitted and required to make prepayments and repayments of
principal of such indebtedness and under which such indebtedness may be
declared to be immediately due and payable are set forth in the Trade Credit
Agreement, the terms and conditions of which are incorporated herein by
reference.


 


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


 


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


 


	
   

  	
  ELIXIR
  GAMING TECHNOLOGIES,

  INC.,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Andy Tsui

  
	
   

  	
   

  	
  Vice President - Finance

  



 


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