EXHIBIT 10 (a)(ii)
AMENDMENT NO. 2 TO PROMISSORY NOTE,
CORPORATE GUARANTEE AND
SECURITY ARRANGEMENT
US$1,500,000 (Principal Amount of Note) San Diego, California
FOR VALUE RECEIVED, Berjaya Lottery Management (H.K.) Ltd. ("Maker") and
International Lottery & Totalizator Systems, Inc. ("Holder") hereby agree to
amend the Promissory Note, dated 14 February 2001 (the "Note") and the amended
Promissory Note, dated 15 October 2001 (the "Amendment") by this Amendment No.
2. The provisions of the Promissory Note and the Amendment are amended by this
Amendment No. 2 as follows:
1. Term. The Term of the Promissory Note is extended until 14 February
2003 ("Due Date") without any provision for a Cure Date, and all provisions of
the Promissory Note and the Amendment, except as amended herein by this
Amendment No. 2, remain in full force and effect until all principal amounts and
interest due under the Promissory Note are paid by Maker to Holder.
2. Accrued and Future Interest to be Currently Paid. Maker agrees that no
later than 10 days after the execution of this Amendment No. 2, Maker will pay
Holder the agreed accrued interest amount due on 15 February 2002 of
(US)$141,243.22 and will pay Holder accrued interest on a quarterly basis in the
amount of $33,750.00 on 15 May, 15 August, and 15 November 2002 and the
Principal of the Note and any unpaid accrued interest on 14 February , 2003.
3. No changes are made to the Corporate Guarantee, the Escrow Account and
the Security provisions in the Amendment.
4. Sale or Pledge of the Note and Certificate(s) for Common Share(s) of
Holder in the Escrow Account. Maker agrees that Holder may, at any time, sell or
pledge the Note to any third party and amend the Escrow Agreement with the
Escrow Agent so that such new holder or pledgee will replace Holder as a party
to the Escrow Agreement.
5. Maker's Cooperation. Maker agrees to fully cooperate with Holder and
the Escrow Agent to carry out the provisions of this Amendment No. 2 and to
execute all additional documents to amend, among any other documents, the Escrow
Agreement in order to carry out the provisions of this Amendment No. 2 and
further, to execute all additional documents to amend, among other documents,
the Escrow Agreement to carry out the provisions of this Amendment No. 2 in
order to effectuate any future amendment to the Escrow Agreement required at the
time of a sale or pledge by Holder.
Executed this llth day of March 2002 in San Diego, California.
Berjaya Lottery Management (H.K.) Ltd. International Lottery & Totalizator Systems, Inc.
BY: /s/ Xxxx Xxxx Sing BY: /s/ M. Xxxx Xxxxxxxx
____________________________________________ _____________________________________________
TITLE: Director TITLE: President
________________________________________ __________________________________________
