**Exhibit 10.3**

 

**AMENDMENT TO TRADE CREDIT FACILITY AGREEMENT**

**AND RELATED NOTE**

 

THISAMENDMENT TO TRADE CREDIT FACILITY AGREEMENT AND RELATED NOTE (this “Amendment”)is entered into as of November 6, 2008, by and between Elixir GamingTechnologies, Inc., a Nevada corporation formerly known as VendingDataCorporation (the “Borrower”), and Elixir International Limited, a Macau company(the “Lender”).  All capitalizedterms used in this Amendment not otherwise defined herein shall have the samemeaning ascribed to them in the Factility Agreement (as defined in the recitalsbelow).

 

RECITALS

 

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

 

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

 

WHEREAS, upon entering into the Facility Agreement, the Borrower issuedto 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 tradepayable of an equivalent amount to the Lender in respect of gaming machinespreviously acquired. Pursuant to the terms of the Initial Note, the Borrower isobligated to repay the principal, plus any accrued interest thereon, in 24equal monthly installments after the date of issue; and

 

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

 

AGREEMENT

 

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

 

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

 

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

 

A.            the Outstanding Principal, plus accrued interestthereon (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 NewNote 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 theLender to the Borrower despite the termination of the Participation Agreementon the date of this Amendment.  Withrespect 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 arehereby deleted.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

6              Miscellaneous.

 

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

 

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

 

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

 

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service, or (d) upon actual receipt by the partyto 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 madeunder and governed by the laws of the State of Nevada.  The Borrower and the Lender hereby consent tothe personal jurisdiction of the state and federal courts located in the Stateof Nevada in connection with any controversy related to this Amendment and theNew Note, waive any argument that venue in such forums is not convenient andagrees that any litigation in connection herewith will be venued the state orfederal courts located in Nevada.

 

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

 

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

 

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

 

6.8           Headings. Theheadings of the Sections hereof are inserted as a matter of convenience and forreference only and in no way define, limit or describe the scope of thisAmendment or the meaning of any provision hereof.

 

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

 

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not beaffected except to the extent necessary to delete such illegal, invalid orunenforceable provision unless the provision held invalid shall substantiallyimpair the benefit of the remaining portion of this Amendment.

 

INWITNESS WHEREOF, the parties have caused this Amendment to Trade CreditFacility Agreement and Related Note to be duly executed and delivered as of thedate 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 andRelated Note*

**FORM OF NEW NOTE**

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

 

FOR VALUE RECEIVED, theundersigned Elixir Gaming Technologies, Inc., a Nevada corporation (the “Borrower”), promises to pay to theorder 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 interestthereon, in the manner and upon the terms and conditions set forth herein.  All Advances and all payments of principalwill be recorded by the Lender in its records which records will be presumedaccurate unless such presumption is rebutted by contrary evidence.

 

This Note shall bearinterest on the unpaid principal amount at the rate of five percent (5%) perannum.  The unpaid principal amount andaccrued and unpaid interest thereon shall be paid in 24 equal monthlyinstallments of $                ,commencing on January 1, 2009 and continuing on the 1st day ofeach 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 andpayable.

 

All payments of principaland interest under this Note will be made in lawful money of the United Statesof America in immediately available funds at such place as may be designated bythe Lender to the Borrower in writing.

 

This Note is referred to in,and evidences indebtedness incurred under, the Trade Credit Facility Agreementdated as of April 21, 2008, as amended by the Amendment to Trade CreditFacility Agreement and Related Note dated as of November      ,2008 (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, whetheras makers, endorsers or otherwise, severally waive presentment, demand, protestand notice of dishonor in connection with this Note.

 

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

 
| ** ** | **ELIXIR  GAMING TECHNOLOGIES,  INC.,** |
|------------|-----------------------------------------|
|       | a  Nevada corporation                   |
|       |                                    |
|       | By:                                     |   |
|       |                                    | Andy Tsui |
|       |                                    | Vice President - Finance |

 

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