Exhibit 10.1


 




	
  For
  Bank Use Only

  	
     Reviewed
  by

  	
   

  
	
   

  	
   

  	
   

  
	
  Due

  	
  MARCH 31,
  2009

  	
   

  
	
   

  
	
  Customer #

  	
    1842832664

  	
   

  	
  Loan #

  	
    26

  	
   

  
										






 


AMENDMENT TO LOAN AGREEMENT AND NOTE


 


This
amendment (the “Amendment”),
dated as of the date specified below, is by and between the borrower (the “Borrower”) and the bank (the “Bank”)
identified below.


 


RECITALS


 


A.  The Borrower and the Bank have
executed a Loan Agreement (the “Agreement”)
dated APRIL 17, 2008 and the Borrower has executed a Note (the “Note”), dated APRIL 17, 2008, either or both which may have
been amended and replaced from time to time, and the Borrower (and if
applicable, certain third parties) have executed the collateral documents which
may or may not be identified in the Agreement and certain other related
documents (collectively the “Loan Documents”),
setting forth the terms and conditions upon which the Borrower may obtain loans
from the Bank from time to time in the stated amount of $500,000.00, as may be
amended from time to time.


 


B.  The Borrower has requested that the Bank
permit certain modifications to the Agreement and Note as described


below.


 


C.  The Bank has agreed to such
modifications, but only upon the terms and conditions outlined in this
Amendment.


 


TERMS OF AGREEMENT


 


In consideration of the mutual covenants contained herein, and for other
good and valuable consideration, the Borrower and the Bank agree as follows:


 


x  Change in
Maturity Date.  If checked
here, any references in the Agreement or Note to the maturity date or date of
final payment are hereby deleted and replaced with “MARCH 31, 2009”.


 


o  Change in
Maximum Loan Amount.  If
checked here, all references in the Agreement and in the Note (whether or not
numerically) to the maximum loan amount are hereby deleted and replaced with “$                         ”,
which evidences an additional
$                           
available to be advanced subject to the terms and conditions of the Agreement
and Note.


 


o  Temporary
Increase in Maximum Loan Amount.  If checked here, notwithstanding the maximum
principal amount that may be borrowed from time to time under the Agreement and
Note, the maximum principal amount that may be borrowed thereunder shall
increase from $                          
to $                             
effective                               
through                          
annually.  On                    
through                    
annually, the maximum principal amount that may be borrowed thereunder shall revert
to $                           and
any loans outstanding in excess of that amount will be immediately due and
payable without further demand by the Bank.


 


o  Change in
Multiple Advance Termination Date.  If checked here, all references in the
Agreement and in the Note to the termination date for multiple advances are hereby
deleted and replaced with “                               ”.


 


o  Change in
Payment Schedule.  If checked
here, effective upon the date of this Amendment, any payment terms are amended
as follows:


 


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o  Change in
Late Payment Fee.  If checked
here, subject to applicable law, if any payment is not made on or before its
due date, the Bank may collect a delinquency charge of            %
of the unpaid amount. Collection of the late payment fee shall not be deemed to
be a waiver of the Bank’s right to declare a default hereunder.


 


o  Change in Closing Fee.  If checked here and subject to applicable law,
the Borrower will pay the Bank a closing fee of $                                
(apart from any prior closing fee) contemporaneously with the execution of this
Amendment. This fee is in addition to all other fees, expenses and other
amounts due hereunder.


 


o  Change
in Paid-In-Full Period.  If checked here, all revolving loans
under the Agreement and the Note must be paid in full for a period of at least                       
consecutive days during each fiscal year. Any previous Paid-in-Full provision
is hereby replaced with this provision.


 


Default Interest Rate. Notwithstanding any provision of this Note to
the contrary, upon any default or at any time during the continuation thereof
(including failure to pay upon maturity), the Bank may, at its option and
subject to applicable law, increase the interest rate on this Note to a rate of
5% per annum plus the interest rate otherwise payable hereunder.
Notwithstanding the foregoing and subject to applicable law, upon the
occurrence of a default by the Borrower or any guarantor involving bankruptcy,
insolvency, receivership proceedings or an assignment for the benefit of
creditors, the interest rate on this Note shall automatically increase to a
rate of 5% per annum plus the rate otherwise payable hereunder.


 


Effectiveness of Prior Documents.  Except as specifically amended hereby, the Agreement, the Note and the
other Loan Documents shall remain in full force and effect in accordance with
their respective terms. All warranties and representations contained in the
Agreement and the other Loan Documents are hereby reconfirmed as of the date
hereof. All collateral previously provided to secure the Agreement and/or Note
continues as security, and all guaranties guaranteeing obligations under the
Loan Documents remain in full force and effect. This is an amendment, not a
novation.


 


Preconditions to Effectiveness.  This Amendment shall only become effective upon execution by the
Borrower and the Bank, and approval by any other third party required by the
Bank.


 


No Waiver of Defaults; Warranties.  This Amendment shall not be construed as or be deemed to be a waiver by
the Bank of existing defaults by the Borrower, whether known or undiscovered.
All agreements, representations and warranties made herein shall survive the
execution of this Amendment.


 


Counterparts.  This Amendment may be signed in any number of
counterparts, each of which shall be considered an original, but when taken
together shall constitute one document.


 


Authorization.  The Borrower represents and warrants that the
execution, delivery and performance of this Amendment and the documents
referenced herein are within the authority of the Borrower and have been duly
authorized by all necessary action.


 


Transferable Record.  The agreement and note, as amended, is a “transferable
record” as defined in applicable law relating to electronic transactions.
Therefore, the holder of the agreement and note, as amended, may, on behalf of
Borrower, create a microfilm or optical disk or other electronic image of the
agreement and note, as amended, that is an authoritative copy as defined in
such law. The holder of the agreement and note, as amended, may store the
authoritative copy of such agreement and note, as amended, in its electronic
form and then destroy the paper original as part of the holder’s normal
business practices. The holder, on its own behalf, may control and transfer
such authoritative copy as permitted by such law.


 


Attachments.  All
documents attached hereto, including any appendices, schedules, riders,
and exhibits to this Amendment, are hereby expressly incorporated herein by
reference.


 


[SIGNATURE(S) ON NEXT PAGE]


 


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  Dated
  as of: 

  	
    DECEMBER
  31, 2008

  	
  .

  	
   

  	
   

  
	
   

  	
   

  	
      American
  Wagering, Inc.

  
	
  (Individual
  Borrower)

  	
   

  	
  Borrower
  Name (Organization)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a

  	
  Nevada
  Corporation

  
	
   

  	
   

  	
   

  
	
  Borrower
  Name

  	
  N/A

  	
   

  	
  By:

  	
  /s/
  Victor J. Salerno

  
	
   

  	
   

  	
   

  	
  Victor
  J. Salerno

  
	
   

  	
   

  	
  Name
  and Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Borrower
  Name

  	
  N/A

  	
   

  	
  Name
  and Time:

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed
  to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
     U.S.
  BANK N.A.

  	
   

  	
   

  
	
  (Bank)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Karal
  A. Presley

  	
   

  	
   

  
	
  Name
  and Title:

  	
  Vice
  President

  	
   

  	
   

  
												



 


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