Exhibit 10.1


 


AMENDMENT NO. 3 TO TRADE CREDIT FACILITY AGREEMENT


AND RELATED NOTE


 


THIS
AMENDMENT NO. 3 TO TRADE CREDIT FACILITY AGREEMENT AND RELATED NOTE (this “Amendment”)
is entered into as of May 25, 2010 by and between Elixir Gaming
Technologies, Inc., a Nevada corporation formerly known as VendingData
Corporation (the “Borrower”), and
Elixir Group Limited, a Hong Kong company and successor in interest to Elixir
International Limited (the “Lender”).  All capitalized terms used in this Amendment
not otherwise defined herein shall have the same meaning ascribed to them in
the Facility Agreement (as defined in the recitals below).


 


R E C I T A L S


 


WHEREAS, the Borrower entered into a Trade Credit Facility Agreement
with Elixir International Limited, a wholly-owned subsidiary of the Lender (“Elixir International”) dated April 21, 2008, as amended
by way of an Amendment (“Amendment No. 1”)
to Trade Credit Facility Agreement and Related Note dated November 6, 2008
and a further Amendment No. 2 (“Amendment No. 2”)
to Trade Credit Facility Agreement and Related Note dated July 24, 2009
(collectively, the “Facility Agreement”).


 


WHEREAS, upon entering into the Amendment No. 1, the Borrower
issued to Elixir International a promissory note in the principal amount of
$12,069,136 (the “First Amended Note”).
The First Amended Note extinguished a then existing obligation of the Borrower
under a promissory note referred to as the Initial Note. Pursuant to the terms
of the First Amended Note, the Borrower is obligated to repay the principal,
plus any accrued interest thereon, in 24 equal monthly installments commencing on January 1,
2009.


 


WHEREAS, upon entering into the Amendment No. 2, the Borrower
issued to Elixir International a promissory note in the principal amount of
$9,163,809 (the “Second Amended Note”). The Second
Amended Note extinguished a then existing obligation of the Borrower under the
First Amended Note. Pursuant to the terms of the Second Amended Note, Elixir
International granted the Borrower a deferral of all repayments of
principal and interest under the Facility Agreement until July 1, 2010
provided that interest at the rate of 5% continues to accrue on the said
principal balance of $9,163,809. The repayment
of the principal balance and interest accrued thereon shall be repaid in 18
equal monthly installments commencing on July 1, 2010.


 


WHEREAS, on April 20, 2010, in relation to the disposal of Elixir
International by the Lender, Elixir International assigned and transferred all
its rights and obligations under the Facility Agreement and the Second Amended
Note to the Lender.


 


WHEREAS, as of the date of June 30, 2010,
the principal balance under the Second Amended Note shall remain in the total
amount of $9,163,809 (the “Outstanding Principal”)
and the total outstanding interest accrued thereon shall be $458,190.46 (the “Accrued Interest”).


 


WHEREAS,
the Borrower has requested the Lender, and the Lender has agreed, to further
restructure the Borrower’s obligations under the Second Amended Note.


 

















 


WHEREAS, the Borrower and the Lender now wish to effect the
restructuring of the repayment terms of the Second Amended Note by the issuance
of a new promissory note by the Borrower in exchange for the cancellation of
the Second Amended Note as set forth in this Amendment, and to further amend
the terms 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.             1.1 Repayment of Accrued
Interest. The Borrower
shall repay the Accrued Interest in full in one lump sum payment to the Lender
on July 1, 2010.


 


1.2
Exchange of Further Revised Note for the Second Amended Note.  Subject to the repayment of the Accrued
Interest by the Borrower and upon the terms and conditions set forth herein,
the Lender agrees to surrender the Second Amended 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 “Further Revised Note”):


 


A.            The Further
Revised Note shall be in the Outstanding Principal amount, which shall be
repaid in 18 equal monthly installments commencing from July 1, 2011;


 


B.            Interest on the
Outstanding Principal amount under the Further Revised Note will accrue at a
rate equal to five percent (5%) per annum, with interest to be calculated on
the basis of 365 days in a year, provided that no interest shall accrue on the
accrued interest or any part of the principal that has been repaid; and


 


C.            Interest at the
rate set out in subpart (B) above shall be paid monthly in arrears on the
first day of the immediate following calendar month, with the first interest
payment to be made on August 1, 2010.


 


2.             Amendments to the Facility
Agreement.


 


A.            The parties
agree that 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 from the date of this
Agreement until December 1, 2012.


 


B.            The parties
further agree that 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, at such time, in such


 


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manner and at such
interest rate as set forth in the Amendment No. 3 to Trade Credit Facility
Agreement and Related Note dated May 25, 2010.”


 


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


 


A.            No repayment of
any unpaid principal balance under the Further Revised Note shall be due until July 1,
2011; and


 


B.            The Lender
agrees that it will not make any demand for immediate payment of any
outstanding principal amount under the Further Revised 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, the Amendment No. 1, the
Amendment No.2  and the Facility
Agreement, including the Further Revised 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. (Hong Kong time) on a Business
Day, (b) the next Business Day after the date of transmission, if 


 


3

















 


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. (Hong
Kong time) on any Business Day, (c) the 5th Business Day following the date of mailing, if
sent by Hong Kong recognized overnight courier 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.

  
	
   

  	
   

  	
  Unit
  3705, 37/F, The Centrium

  
	
   

  	
   

  	
  60
  Wyndham Street

  
	
   

  	
   

  	
  Central,
  Hong Kong

  
	
   

  	
   

  	
  Facsimile: (852) 2521 0660

  
	
   

  	
   

  	
  Attn: Andy Tsui, Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
  If to the Lender:

  	
   

  	
  Elixir
  Group Limited

  
	
   

  	
   

  	
  38/F,
  The Centrium

  
	
   

  	
   

  	
  60
  Wyndham Street

  
	
   

  	
   

  	
  Central,
  Hong Kong

  
	
   

  	
   

  	
  Facsimile: (852) 3162 8375

  
	
   

  	
   

  	
  Attn.: Dennis Tam, Group
  Financial Director

  



 


6.4           Governing Law, Venue.  This Amendment and the Further Revised 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 Further Revised 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 Further
Revised 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 in the Facility
Agreement the Amendment No. 1 or the Amendment No. 2, on the one
hand, and in this Amendment, on the other, 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.


 


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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 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.


 


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IN
WITNESS WHEREOF, the parties have caused this Amendment No. 3 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:

  	
  /s/
  Andy Tsui

  
	
   

  	
   

  	
  Andy
  Tsui

  
	
   

  	
   

  	
  Chief
  Accounting Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “Lender”

  
	
   

  	
   

  
	
   

  	
  ELIXIR
  GROUP LIMITED,

  
	
   

  	
  a
  Hong Kong company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dennis Tam

  
	
   

  	
   

  	
  Dennis
  Tam

  
	
   

  	
   

  	
  Group
  Financial Director

  



 


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EXHIBIT A


to Amendment No. 3 to
Trade Credit Facility Agreement and Related Note


 


UNSECURED
PROMISSORY NOTE


 


	
  $9,163,809

  	
   

  	
  July 1, 2010

  
	
   

  	
   

  	
  Hong Kong

  



 


1.             Obligation.  For value received, the undersigned Elixir
Gaming Technologies, Inc., a Nevada corporation (the “Borrower”), promises to pay to the
order of Elixir Group Limited, a Hong Kong company, or its assigns (the “Holder”), the principal sum of Nine Million One Hundred Sixty-Three Thousand  Eight Hundred and Nine  Dollars
($9,163,809), 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 Holder in its
records which records will be presumed accurate unless such presumption is
rebutted by contrary evidence.


 


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 6,
2008, the Amendment No. 2 to Trade Credit Facility Agreement and Related
Note dated as of July 24, 2009 and the Amendment No. 3 to Trade
Credit Facility Agreement and Related Note dated as of May 25, 2010
(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 Holder.  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.


 


2.             Interest.  This Note shall bear interest on the unpaid
principal amount at the rate of five percent (5%) per annum and Borrower shall
pay accrued interest monthly in arrears on the first day of the immediate
following calendar month, with the first interest payment to be made on August 1,
2010. For the avoidance of doubt, the interest accrued on the unpaid principal
amount for the month of June 2011 will form part of the first monthly
installment repayment of principal amount and accrued and unpaid interest
thereon and shall be paid on July 1, 2011.


 


3.             Maturity.  The unpaid principal amount and accrued and
unpaid interest thereon shall be paid in 18 equal monthly installments of
$529,490 each, commencing on July 1, 2011 and continuing on the 1st day of each of the next 17 months thereafter,
with a final payment due on December 1, 2012, at which time all principal
and interest then unpaid shall be due and payable.


 


4.             Payments and Prepayment.  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 Holder to
the Borrower in writing.  The Borrower
may, at it sole discretion, prepay all or any portion of the outstanding
principal and interest hereon without penalty.


 


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


 


6.             Governing Law.  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:

  	
  /s/ Andy Tsui

  
	
   

  	
   

  	
  Andy Tsui

  
	
   

  	
   

  	
  Chief Accounting Officer

  



 


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