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EXHIBIT 10.29
WELLS FARGO
REVOLVING LINE OF CREDIT NOTE
$2,500,000.00
RENO, NEVADA
APRIL 2, 2005
FOR VALUE RECEIVED, the undersigned
GAMETECH INTERNATIONAL, INC. ("Borrower")
promises to pay to the order of WELLS FARGO
BANK, NATIONAL ASSOCIATION ("Bank")
at its office at NEVADA RCBO-RENO, 5340
KIETZKE LANE, SUITE 102, RENO, NV 89511,
or at such other place as the holder hereof
may designate, in lawful money of
the United States of America and in
immediately available funds, the principal
sum of $2,500,000.00, or so much thereof as
may be advanced and be outstanding,
with interest thereon, to be computed on
each advance from the date of its
disbursement as set forth herein.
1. DEFINITIONS:
As used
herein, the following terms shall have the meanings set forth
after each, and any other term defined in
this Note shall have the meaning set
forth at the place defined:
1.1 "Business Day" means any day except a
Saturday, Sunday or any other day on
which commercial banks in Nevada are
authorized or required by law to close.
1.2 "Fixed Rate Term" means a period
commencing on a Business Day and continuing
for 1, 2 OR 3 MONTHS, as designated by
Borrower, during which all or a portion
of the outstanding principal balance of
this Note bears interest determined in
relation to LIBOR; provided however, that
no Fixed Rate Term may be selected for
a principal amount less than $500,000.00;
and provided further, that no Fixed
Rate Term shall extend beyond the scheduled
maturity date hereof, if any Fixed
Rate Term would end on a day which is not a
Business Day, then such Fixed Rate
Term shall be extended to the next
succeeding Business Day.
1.3 "LIBOR" means the rate per annum
(rounded upward, if necessary, to the
nearest whole 1/8 of 1%) determined by
dividing Base LIBOR by a percentage equal
to 100% less any LIBOR Reserve
Percentage.
(a) "Base
LIBOR" means the rate per annum for United States dollar
deposits
quoted by Bank as the Inter-Bank Market Offered Rate, with the
understanding that such rate is quoted by Bank for the purpose
of
calculating effective rates of interest for loans making
reference
thereto,
on the first day of a Fixed Rate Term for delivery of funds on
said date
for a period of time approximately equal to the number of days
in such
Fixed Rate Term and in an amount approximately equal to the
principal
amount to which such Fixed Rate Term applies. Borrower
understands and agrees that Bank may base its quotation of the
Inter-Bank
Market
Offered Rate upon such offers or other market indicators of the
Inter-Bank
Market as Bank in its discretion deems appropriate including,
but not
limited to, the rate offered for U.S. dollar deposits on the.
London
Inter-Bank Market.
(b) "LIBOR
Reserve Percentage" means the reserve percentage prescribed by
the Board
of Governors of the Federal Reserve System (or any successor)
for
"Eurocurrency Liabilities" (as defined in Regulation D of the
Federal
Reserve
Board, as amended), adjusted by Bank for expected changes in
such
reserve
percentage during the applicable Fixed Rate Term.
1.4 "Prime Rate" means at any time the rate
of interest most recently announced
within Bank at its principal office as its
Prime Rate, with the understanding
that the Prime Rate is one of Bank's base
rates and serves as the basis upon
which effective rates of interest are
calculated for those loans making
reference thereto, and is evidenced by the
recording thereof after its
announcement in such internal publication
or publications as Bank may designate.
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2. INTEREST:
2.1 Interest. The outstanding principal
balance of this Note shall bear interest
(computed on the basis of a 360-day year,
actual days elapsed) either (a) at a
fluctuating rate per annum EQUAL TO the
Prime Rate in effect from time to time,
or (b) at a fixed rate per annum determined
by Bank to be 2.00000% above LIBOR
in effect on the first day of the
applicable Fixed Rate Term. When interest is
determined in relation to the Prime Rate,
each change in the rate of interest
hereunder shall become effective on the
date each Prime Rate change is announced
within Bank. With respect to each LIBOR
selection option selected hereunder,
Bank is hereby authorized to note the date,
principal amount, interest rate and
Fixed Rate Term applicable thereto and any
payments made thereon on Bank's books
and records (either manually or by
electronic entry) and/or on any schedule
attached to this Note, which notations
shall be prima facie evidence of the
accuracy of the information noted.
2.2 Selection of Interest Rate Options. At
any time any portion of this Note
bears interest determined in relation to
LIBOR, it may be continued by Borrower
at the end of the Fixed Rate Term
applicable thereto so that all or a portion
thereof bears interest determined in
relation to the Prime Rate or to LIBOR for
a new Fixed Rate Term designated by
Borrower. At any time any portion of this
Note bears interest determined in relation
to the Prime Rate, Borrower may
convert all or a portion thereof so that it
bears interest determined in
relation to LIBOR for a Fixed Rate Term
designated by Borrower. At such time as
Borrower requests an advance hereunder or
wishes to select a LIBOR option for
all or a portion of the outstanding
principal balance hereof, and at the end of
each Fixed Rate Term, Borrower shall give
Bank notice specifying: (a) the
interest rate option selected by Borrower;
(b) the principal amount subject
thereto; and (c) for each LIBOR selection,
the length of the applicable Fixed
Rate Term. Any such notice may be given by
telephone (or such other electronic
method as Bank may permit) so long as, with
respect to each LIBOR selection, (i)
if requested by Bank, Borrower provides to
Bank written confirmation thereof not
later than 3 Business Days after such
notice is given, and (ii) such notice is
given to Bank prior to 10:00 a.m. on the
first day of the Fixed Rate Term, or at
a later time during any Business Day if
Bank, at it's sole option but without
obligation to do so, accepts Borrower's
notice and quotes a fixed rate to
Borrower. If Borrower does not immediately
accept a fixed rate when quoted by
Bank, the quoted rate shall expire and any
subsequent LIBOR request from
Borrower shall be sub