Exhibit 10.3
AMENDMENT TO TRADE CREDIT
FACILITY AGREEMENT
AND RELATED NOTE
THIS AMENDMENT TO TRADE CREDIT
FACILITY AGREEMENT AND RELATED NOTE (this “ Amendment
”) is entered into as of November 6, 2008, 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 Factility 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 (the “Facility
Agreement”);
WHEREAS, pursuant to the Facility
Agreement, the Lender agreed to provide, from time to time, at its
option, trade credits to the Borrower for the Borrower’s
purchase of electronic gaming machines from the Lender in exchange
for the Borrower’s issuance of unsecured promissory
note(s) to the Lender bearing interest at a fixed rate of
eight percent (8%) per annum;
WHEREAS, upon entering into the
Facility Agreement, the Borrower issued to the Lender the first
promissory note in the principal amount of $15,000,000 (the
“Initial Note”). The Initial Note extinguished a then
existing current trade payable of an equivalent amount to the
Lender in respect of gaming machines previously acquired. Pursuant
to the terms of the Initial Note, the Borrower is obligated to
repay the principal, plus any accrued interest thereon, in 24 equal
monthly installments after the date of issue; and
WHEREAS, as at September 30,
2008, there was a total of $12,069,136 outstanding principal
under the Initial Note (the “Outstanding Principal”).
The Borrower and the Lender now wish to effect the restructuring of
the repayment terms of the Outstanding Principal by issuance of a
new promissory note by the Borrower in exchange for the
cancellation of the Initial Note as set forth in this Amendment,
and to amend the terms of certain 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 Initial Note for a
New Note . Upon the
terms and conditions set forth herein, the Lender agrees to
surrender the Initial 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 “New
Note”) :
A.
the Outstanding Principal, plus
accrued interest thereon (at the rate set out in Sub-section B of
this Section 1 below), shall be repaid in 24 equal monthly
installments commencing from January 1, 2009; and
B.
Interest on the Outstanding
Principal under the New Note will accrue from January 1, 2009
at a rate equal to five percent (5%) per annum. Interest will be
calculated on the basis of 365 days in a year.
2.
Amendments to the Facility
Agreement
2.1
The parties agree that further
Advance(s) may be made by the Lender to the Borrower despite
the termination of the Participation Agreement on the date of this
Amendment. With respect to this:
2.1.1
The words “pursuant to
Article V of the Participation Agreement” in the
definition of “Advance” in Section 1 of the
Facility Agreement are hereby deleted.
2.1.2
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 of
three (3) years from the date of this Agreement.
2.2 The parties agree that in
respect of any futher Advance(s) by the Lender (at its
absolute discretion and subject to the satisfaction of certain
conditions precedent as more particularly set out in the Facility
Agreement), the applicable interest rate for the principal of such
Advance(s), if any, shall be reduced from eight percent (8%) to
five percent (5%) per annum. With respect to this reduction of
interest rate and in accord with the new repayment terms of the New
Note as described in Section 1 of this Amendment above,
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, 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 the principal balance under the New Note where interest
will accrue from January 1, 2009) at a rate equal to five
percent (5%) per annum. Interest will be calculated on the
basis of 365 days in a year.”
3.
Acknowledgement by the
Parties . For the
avoidance of doubt, the parties acknowledge and agree that
:
2
A.
No repayment of any unpaid principal
balance or interest accrued under the Initial Note by the Borrower
is required for the months of October, November and December,
2008; and
B.
the Lenders agrees that it will not
make any demand for immediate payment of any outstanding sums under
the New Note save if there is either (i) an Event of Default;
or (ii) Cha
