EXHIBIT
10.42
TRADE CREDIT FACILITY
AGREEMENT
This Trade Credit Facility Agreement (this
“ Agreement ”) is entered into as of
April 25, 2008, between Elixir Gaming Technologies, Inc.,
a Nevada corporation formerly known as VendingData Corporation (the
“ Borrower ”), and Elixir International Limited,
a Macau company (the “ Lender ”) which is a
wholly-owned subsidiary of Elixir Group Limited
(“Elixir”).
R E C I
T A L S
WHEREAS, the Borrower and Elixir have entered
into that certain Securities Purchase and Product Participation
Agreement dated June 12, 2007, as amended by the certain
Securities Amendment and Exchange Agreement dated October 21,
2007 (the “ Participation Agreement ”), pursuant
to which, among other things, the Lender has in the past provided
trade credits to the Borrower pursuant to Section 5.2 of
Participation Agreement.
WHEREAS, the Lender and Borrower now wish to
enter into this loan agreement for purposes of providing for a
formal structure pursuant to which Lender may, from time to time at
its option, provide trade credits to the Borrower , subject
to the terms and conditions hereof.
A G R E
E M E N T
NOW
THEREFORE, for and in consideration of the trade credits, loans
and/or advances to be made or extended by the Lender to the
Borrower hereunder, the mutual covenants, promises and agreements
contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Borrower and the Lender agree as follows:
1.
Definitions .
The
following terms when used in this Agreement will have the following
meanings both in the singular and plural forms thereof, except
where the context requires otherwise:
“ Advance ” means the
Lender’s transfer of unrestricted, unsecured title and
complete ownership of electronic gaming machines
(“EGMs”) to Borrower pursuant to Article V of the
Participation Agreement against Borrower’s promise to pay for
some or all of the purchase price of the EGMs through its issuance
of a Note hereunder. The exact dollar amount of each Advance,
if made by the Lender, shall be agreed to in writing by the parties
at the time of such Advance, however it is expected that each
Advance shall be calculated based on the costs of the machine to
the Lender, exclusive of any mark-up or margin on the cost of the
EGMs supplied by a party not Affiliated with the Lender and/or
Elixir (for the avoidance of doubt, such mark-up or margin to be
paid separately by the Borrower to the Lender and shall not form
part of the Advance).
“ Agreement ” means this
Trade Credit Facility Agreement, as originally executed and
as may be amended, modified, supplemented, or restated from time to
time by written agreement between the Borrower and the
Lender.
“ Business Day ” means
any day except Saturday, Sunday and any day which shall be a
federal legal holiday in the United States and public holiday in
Hong Kong.
“ Cause ” means any Change
of Control and/or Event of Default.
“ Change of Control ” means
the occurrence, after the date hereof and except as specifically
provided for in this Agreement, of any of the following
circumstances: (i) any person or two or more persons acting in
concert (other than the Lender or its affiliates) acquire
beneficial ownership (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934), directly or indirectly, of
securities of the Borrower representing 50% or more (on a
fully-diluted basis) of the combined voting power of all securities
of the Borrower (other than securities owned by Elixir or its
affiliates) entitled to vote in the election of directors; or
(ii) the sale of substantially all of the assets of the
Borrower; or (iii) any sale of securities of the Borrower by
Elixir or its affiliates or any issuance of new securities by the
Borrower resulting in the combined voting power of all securities
of the Borrower (on a fully-diluted basis) owned by Elixir or its
affiliates falls below 30%.
“ Event of Default ” means
any event of default described in Section 4 hereof.
“ Loan ” means, at any date,
the aggregate principal amount of all Advances made by the Lender
to the Borrower pursuant to Section 2 hereof and not
repaid.
“ Note ” means the
promissory note(s) substantially in the form attached hereto
as Exhibit A made by the Borrower payable to the order of the
Lender, together with all extensions, renewals, modifications,
substitutions and changes in form thereof effected by written
agreement between the Borrower and the Lender.
“ Maturity ” of the Note
means the earlier of (a) the date on which the Note becomes
due and payable upon or after the occurrence of an Event of
Default; or (b) the maturity date set forth in the
Note.
“ Term ” means the period
over which the Product Participation Agreement is in
force.
2.
The Loan .
2.1
Loan
Advances . From time to time, as the Borrower may
request and the Lender may agree in its sole discretion, the Lender
may make Advances to the Borrower during the T erm of this Agreement. Each Advance, if made,
shall be evidenced by, and be payable in accordance with, the terms
of a Note executed by the Borrower and issued to the
Lender.
2.1.1
Restructuring of
Current Trade Credits . The parties acknowledge and agree that
as of the date of this Agreement, the Lender has advanced to the
Borrower certain trade credits in respect to the acquisition of gaming machines,
casino management systems and accessories (the “Existing
Trade Credits”) , all of which is unsecured, outstanding and
payable upon demand of the Lender in accordance with the payment terms specified
in the Product Participation Agreement . The Lender agrees that no interest has
accrued to-date on the Existing Trade Credit s . The parties agree that out of the
Existing
Trade Credit
s , a sum of $15,000,000 (the
“ Initial
Advance ”),
shall be extinguished and satisfied through the Borrower’s
immediate issuance of a Note, to be dated as of the date of this
Agreement, i n the principal amount of the Initial Advance .
2.2
Payments and Interest
on the Note . The Borrower agrees to repay the
principal amount of all Advances, plus accrued interest thereon, in
24 equal monthly installments or as otherwise agreed to by the
parties and as set forth in the Note. Interest on the unpaid
principal
balance of each Note will accrue from the date
of each Advance (save in the case of Initial Advance where interest
will accrue from the date of the Note as set forth in
Section 2.1.1 above) at a rate equal to eight percent (8%) per
annum. Interest will be calculated on the basis of 365 days
in a year.
2.3
Manner of
Borrowing . The Borrower may give the Lender
written or telephonic notice of each requested Advance
at such time as the
Borrower receives and accepts a quote from the Lender for the
purchase of an electronic gaming machine which the Borrower intends
to accept and raise a purchase order in respect to
.
2.4
Payments
. Notwithstanding
any provision of this Agreement and/or the Note to the contrary
(but save and except for the Initial Advance and the Note related
thereto), t
he Lender reserves the
right, by written notice, to demand immediate payment without Cause
by the Borrower of all outstanding sums under all Notes or
any of the Notes provided that the Lender agrees that it will not
exerc
