Exhibit
10.24


 


	
  Reno Commercial Banking
  Group MAC 54649-027

  	
   

  	
  MAC S4659-027

  
	
   

  	
   

  	
  5340 Kietzke Lane, Suite
  201

  
	
   

  	
   

  	
  Reno, NV 89511

  
	
   

  	
   

  	
  775 689-6003

  
	
   

  	
   

  	
  775-689-6026 Fax

  



 


 


 


                                                                                                                April
9, 2003


 


 


GameTech International, Inc.

900 Sandhill Road

Reno, NV 89511


 


 


Gentlemen:


 


                This letter
amendment (this “Amendment”) is to confirm the changes agreed upon between
WEllS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) and GAMETECH INTERNATIONAL,
INC. (“GameTech”) and BINGO TECHNOLOGIES CORPORATION (“Bingo”) (before going
individually collectively, the “Borrower”) to the terms and conditions of that certain letter agreement between
Bank and Borrower dated as of August
19, 1998, as amended from time to time (the “Agreement”). For valuable
consideration, the receipt and sufficiency of
which are hereby acknowledged, Bank and Borrower hereby agree that
the Agreement shall be amended as follows to reflect said changes.


 


 


                1. The first
paragraph of the Agreement is hereby amended to delete Bingo as a “Borrower” as
defined and referenced therein, and Bingo is hereby released as a “Borrower”
under the Agreement, as if originally not included as a “Borrower.” Unless
otherwise set forth in the Agreement, each reference in the Agreement to
“Borrower” shall mean only GameTech.


 


 


                2. The Agreement
is hereby amended by deleting “April 2, 2003” as the last day on which Bank
will make advances under the Line of Credit, and by substituting for said date
“April 2, 2004,” with such change to be effective upon the execution and
delivery to Bank of a promissory note substantially in the form of Exhibit A attached hereto (which
promissory note shall replace and be deemed the Line of Credit Note defined in and made pursuant to the
Agreement) and all other contracts, instruments and documents required by Bank
to evidence such change,


 


                3. Paragraph 2 is
hereby deleted in its entirety, and the following substituted therefor:


 


“A facility under which
Bank will enter into foreign exchange contracts for the account of Borrower from time to time up to
and—including April 2, 2004, not to exceed at any time the maximum principal
amount of Two Hundred Thousand
United States Dollars (US$200,OOO.00) (“Foreign Exchange Facility”),”


 


 

















 


 


                4. Paragraph 1.1.1
is hereby deleted in its entirety, and the following substituted therefor.


 


                “1.1..1
FOREIGN EXCHANGE FACiliTY:


 


 


                Bank
will enter into foreign exchange contracts for the account of Borrower under
the Foreign Exchange Facility for the purchase and/or sale by Borrower in
United States dollars of foreign currencies designated by Borrower; provided
however, that the aggregate of all outstanding foreign exchange contracts shall
not at any time exceed the maximum principal amount available under the Foreign
Exchange Facility, as set forth above. No foreign exchange contract shall be
executed for a term which extends beyond April 2, 2004. Borrower shall have a
“Delivery limit” under the Foreign Exchange Facility not to exceed at any time
the aggregate principal amount of Two Hundred Thousand United States Dollars
(US$200,000.00), which Delivery Limit reflects the maximum principal amount of
Borrower’s foreign exchange contracts which may mature during any 2 day
period.  All foreign exchange
transactions shall be subject to the additional  terms of a Foreign Exchange Agreement, substantially in the
form  of Exhibit B attached hereto
(“Foreign Exchange Agreement”), all 
terms of which are incorporated herein by this reference.”


 


 


                5. Paragraphs V.3.
(a) and (b) are hereby deleted in their entirety, and the following substituted
thereof:


 


                “(a)
not later than 120 days and as of the end of each fiscal year, an audited
financial statement of Borrower, prepared by a certified public accountant
acceptable to Bank, to include balance sheet, income statement and statement of
cash flows; 


 


                (b)
not later than 45 days after and as of the end of each fiscal quarter, a
financial statement of Borrower, prepared by Borrower, to include balance
sheet, income statement, statement of cash flows and an aged listing of
accounts receivable and accounts payable;”


 


                6. Except as
specifically provided herein, all terms and conditions of the Agreement remain
in full force and effect, without waiver or modification. All terms defined in
the Agreement shall have the same meaning when used herein. This Amendment and
the Agreement shall be read together, as one document.


 


                7. Borrower hereby
remakes all representations and warranties contained in the Agreement and
reaffirms all covenants set forth therein. Borrower further certifies that as
of the date of Borrower’s acknowledgment set forth below there exists no
default or defined event of default under the Agreement or any promissory note
or other contract, instrument or document


 


 


2

















 


 


executed in connection therewith, nor any condition, act or event which
with the giving of notice or the passage of time or both would constitute such
a default or defined event of default.


 


 


                Your
acknowledgment of this Amendment shal.l constitute acceptance of the foregoing
terms and conditions.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK

  
	
   

  	
   

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Debbie Fuetsch

  
	
   

  	
   

  	
  Debbie Fuetsch

  
	
   

  	
   

  	
  Vice President

  



 


 


Acknowledged and accepted as of  4/22/03  
:


 


	
  GAMETECH INTERNATIONAL, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Andrejs K. Bunkse

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  VP—General Counsel

  	
   

  	
   

  



 


 


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