Exhibit 99.2
AMENDMENT NO. 2 TO TRADE CREDIT
FACILITY AGREEMENT
AND RELATED NOTE
THIS AMENDMENT NO. 2 TO TRADE CREDIT
FACILITY AGREEMENT AND RELATED NOTE (this “Amendment”)
is entered into as of July 24, 2009, to be effective as
ofJuly 1, 2009, by and between Elixir Gaming
Technologies, Inc., a Nevada corporation formerly known as
VendingData Corporation (the “Borrower”), and Elixir
International Limited, a Macau company (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 and the Lender
are parties to a Trade Credit Facility Agreement dated
April 21, 2008, as amended by way of that certain Amendment
(“Amendment No. 1”) to Trade Credit Facility
Agreement and Related Note dated November 6, 2008
(collectively, the “Facility Agreement”);
WHEREAS, upon entering into the
Amendment No. 1, the Borrower issued to the Lender a
promissory note in the principal amount of $12,069,136 (the
“New Note”). The New 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 New 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, as of the date of as at
June 30, 2009, there was a total of $9,163,809 of
outstanding principal under the New Note (the
“Outstanding Principal”).
WHEREAS, for the purpose of
improving the financial flexibility of the Borrower so as to enable
it to capitalize on potential growth and investment opportunities,
including but not limited to, certain expansion of slot machine
placements and operations in new venues, the Borrower has requested
that the Lender, and the Lender has agreed, to restructure the
Borrower’s obligations under the New Note.
WHEREAS, the Borrower and the Lender
now wish to effect the restructuring of the repayment terms of the
New Note by the issuance of a new promissory note by the Borrower
in exchange for the cancellation of the New 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.
Exchange of Further Revised Note
for New Note . Upon
the terms and conditions set forth herein, the Lender agrees to
surrender the New 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 original principal amount of the Outstanding Principal, and the
principal outstanding under the Further Revised Note, plus accrued
interest thereon (at the rate set out in subpart (b) below,
shall be repaid in 18 equal monthly installments commencing from
July 1, 2010; and
B.
Interest on the principal amount
outstanding 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.
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,
2011.
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 manner and at such interest rate as set forth in the Amendment
No. 2 to Trade Credit Facility Agreement and Related Note
dated July 24, 2009.”
3.
Acknowledgement by the
Parties . For the
avoidance of doubt, the parties acknowledge and agree that
:
A.
No repayment of any unpaid principal
balance or interest accrued under the Further Revised Note shall be
due until July 1, 2010; and
B.
The Lender agrees that it will not
make any demand for immediate payment of any outstanding sums 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.
2
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,
