**Exhibit 10.35**FIRST AMENDMENT TO CREDIT AGREEMENT     THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 3, 2006, by andbetween GAMETECH INTERNATIONAL, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK,NATIONAL ASSOCIATION (“Bank”).RECITALS     WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of thatcertain Credit Agreement between Borrower and Bank dated as ofApril 2, 2005, as amended from timeto time (“Credit Agreement”).     WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth inthe Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes.     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:     1. Section 1.1(a) is hereby amended by deleting “April 2, 2006” as the last day on whichBank will make advances under the Line of Credit, and by substituting for said date “April2, 2007,” with such changes to be effective upon the execution and delivery to Bank of apromissory note dated as of April 3, 2006 (which promissory note shall replace and bedeemed the Line of Credit Note defined in and made pursuant to the Credit Agreement) andall other contracts, instruments and documents required by Bank to evidence such change.     2. Section 1.1 (b) is hereby renumbered as Section 1.1 (c) and the following is herebyadded to the Credit Agreement as the new Section 1.1 (b):      “(b) Letterof Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees fromtime to time during the term thereof to issue or cause an affiliate to issue commercial and/orstandby letters of credit for the account of Borrower to finance thepurchase of inventory from overseas (each, a “Letter ofCredit” and collectively,“Letters of Credit”);provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shallnot at any time exceed Two Million Five Hundred Thousand Dollars($2,500,000.00). The form andsubstance of each Letter of Credit shall be subject to approval by Bank, in its solediscretion. Each Letter of Credit shall be issued for a term not to exceed three hundredsixty-five (365) days, as designated by Borrower; provided however, that no Letter of Creditshall have an expiration date more than ninety (90) days beyond the maturity date of the Lineof Credit. The undrawn amount of all Letters of Credit shall bereserved under the Line ofCredit and shall not be available for borrowings thereunder. Each Letter of Credit shall besubject to the additional terms and conditions of the Letter ofCredit agreements, applications and any related documents required byBank in connection with theissuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance underthe Line of Credit and shall be repaid by Borrower in accordance with the terms
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and conditionsof this Agreement applicable to such advances; provided however, that if advances under theLine of Credit are not available, for any reason, at the time any drawing is paid, thenBorrower shall immediately pay to Bank the full amount drawn, together with interest thereonfrom the date such drawing is paid to the date such amount is fully repaid by Borrower, at therate of interest applicable to advances under the Line of Credit. In such event Borroweragrees that Bank, in its sole discretion, may debit any account maintained by Borrower withBank for the amount of any such drawing.”     3. Section 1.2 (a) is hereby deleted in its entirety, and the following substitutedtherefor:      “(a) ForeignExchange Facility. Subject to the terms and conditions of this Agreement, Bank herebyagrees to make available to Borrower a facility (the “Foreign Exchange Facility”) under whichBank, from time to time up to and including April 2, 2007, will enter into foreign exchangecontracts for the account of Borrower for the purchase and/or sale by Borrower in United Statesdollars of foreign currencies designated by Borrower; provided however, that the maximum amount ofall outstanding foreign exchange contracts shall not at any time exceed an aggregate of One MillionUnited States Dollars (US$1,000,000.00). Noforeign exchange contract shall be for a term which extends beyond April 2, 2007. Borrower shallhave a “Delivery Limit” under the Foreign Exchange Facility not to exceed at any timethe 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 contractswhich may mature during any two (2) day period. All foreign exchange transactions shall be subjectto the additional terms of a Foreign Exchange Agreement dated as of April 3, 2006 (“ForeignExchange Agreement”), all terms of which are incorporated herein by this reference.”     4. Section 4.3(d) is hereby deleted in its entirety, without substitution.     5. Section 4.9(d) is hereby deleted in its entirety, without substitution.     6. Section 5.3is hereby deleted in its entirety, and the following substitutedtherefor:      “SECTION 5.3 MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any otherentity; make any substantial change in the nature of Borrower’s business as conducted as of thedate hereof; acquire all or substantially all of the assets of any other entity which shall requirecash consideration in excess of $2,500,000.00; nor sell, lease, transfer or otherwise dispose ofall or a substantial or material portion of Borrower’s assets except in the ordinary course of itsbusiness.”
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     7. Section 5.6 is hereby deleted in its entirety, and the following substituted therefor:     “SECTION 5.6 DIVIDENDS, DISTRIBUTIONS. Declare or pay any dividend or distribution either in cash,stock or any other property on Borrower’s stock now or hereafter outstanding, nor redeem, retire,repurchase or otherwise acquire any shares of any class of Borrower’s stock now or hereafteroutstanding, except stock repurchase pursuant to Borrower’s stock repurchase plan announced on orabout May 28, 1998 and August of 2000, up to a maximum amount of $12,500,000.00”     8. The following is hereby added to the Credit Agreement as Section 5.8:     “SECTION 5.8 CAPITAL EXPENDITURES. Make any additional investment in fixed assets in any fiscalyear in excess of an aggregate of $15,000,0000.00.”     9. Except as specifically provided herein, all terms and conditions of the Credit Agreement remainin full force and effect, without waiver or modification. All terms defined in the Credit Agreementshall have the same meaning when used in this Amendment. This Amendment and the Credit Agreementshall be read together, as one document.     10. Borrower hereby remakes all representations and warranties contained in the Credit Agreementand reaffirms all covenants set forth therein. Borrower further certifies that as of the date ofthis Amendment there exists no Event of Default as defined in the Credit Agreement, nor anycondition, act or event which with the giving of notice or the passage of time or both wouldconstitute any such Event of Default.     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day andyear first written above.         GAMETECH INTERNATIONAL, INC. WELLS FARGO BANK, NATIONAL ASSOCIATION           By: /s/ Jay Meilstrup By: /s/ Mary Yount     Jay Meilstrup    Mary Yount    Chief Executed Officer   Relationship Manager           By: /s/ James Wilson         James Wilson        Chief Financial Officer      -3-