AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT
Exhibit 10.7
AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT
This Amendment No. 3 to Note and Warrant Purchase Agreement dated as of September 30, 2008 is entered into with reference to the Note and Warrant Purchase Agreement dated as of August 4, 2008 (as amended to date, the Purchase Agreement), among PROGRESSIVE GAMING INTERNATIONAL CORPORATION, a Nevada corporation (the Issuer), each subsidiary of the Issuer that is a Guarantor thereunder (the Guarantors), and INTERNATIONAL GAME TECHNOLOGY, a Nevada corporation, as Agent and sole initial Purchaser. Capitalized terms used herein are used with the meanings set forth for those terms in the Purchase Agreement.
The parties hereto hereby agree with reference to the following facts:
A. Pursuant to Amendment No. 1 to Note and Warrant Purchase Agreement dated as of August 14, 2008 (Amendment No. 1), Amendment No. 2 to Note and Warrant Purchase Agreement dated as of August 29, 2008 (Amendment No. 2), and the Waiver Letter dated as of September 12, 2008 (Waiver), by and among the Issuer, the Guarantors party thereto, Agent and the sole initial Purchaser, the parties thereto made certain arrangements for, among other things, the execution and delivery by the Issuers foreign subsidiaries of security documents under the laws of their respective jurisdictions of formation and the delivery of Landlord Waivers and Collateral Access Agreements.
B. The parties hereto wish to extend the date by which the conditions set forth in Sections 1(b), 2 and 4 of Amendment No. 1 (as amended by Amendment No. 2 and Waiver) must be satisfied.
NOW, THEREFORE, the parties hereby agree as follows:
1. Amendment to Sections 1(b) and 2 of Amendment No. 1 (as amended by Amendment No. 2). Sections 1(b) and 2 of Amendment No. 1 (as amended by Amendment No. 2) are hereby amended to replace the reference to September 30, 2008 therein, with a reference to October 15, 2008 in lieu thereof.
2. Amendment to Section 4 of Amendment No. 1 (as amended by Amendment No. 2 and Waiver). Section 4 of Amendment No. 1 (as amended by Amendment No. 2 and Waiver) is hereby amended and restated in its entirety to read as follows:
The Agent waives, as of the Closing Date, all requirements for the delivery of Landlord Waivers and Collateral Access Agreements by the Issuer and its Subsidiaries, provided that the Issuer shall diligently pursue the execution thereof in a form acceptable to the Agent and shall in any event provide the same prior to October 15, 2008.
3. Events of Default. The failure of Issuer or its Subsidiaries to timely comply with the covenants set forth herein and in Amendment No. 1, Amendment No. 2 and the Waiver shall constitute an Event of Default under the Purchase Agreement.
4. Purchase Documents Confirmed. Except as expressly modified hereby, the terms of the Purchase Documents (including Amendment No. 1, Amendment No. 2 and the Waiver) are hereby confirmed.
5. Expenses. Issuer confirms its obligation to pay the expenses of the Agent in connection with the matters set forth herein.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
ISSUER: | ||
PROGRESSIVE GAMING INTERNATIONAL CORPORATION, a Nevada corporation | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Executive Vice President, Chief Executive Officer and Treasurer | |
GUARANTORS: | ||
PGIC NV, a Nevada corporation | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Treasurer | |
MGC, INC., a Nevada corporation | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Treasurer | |
PROGRESSIVE GAMES, INC., a Delaware corporation | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Treasurer | |
GAMES OF NEVADA, INC., a Nevada corporation | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Treasurer |
VIKING MERGER SUBSIDIARY, LLC, a Delaware limited liability company | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Treasurer | |
PRIMELINE GAMING TECHNOLOGIES, INC., a California corporation | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Treasurer | |
MIKOHN INTERNATIONAL, INC., a Nevada corporation | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Treasurer | |
MIKOHN HOLDINGS, INC., a Nevada corporation | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Treasurer | |
ENDX, INC. (USA), a Nevada corporation | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Treasurer | |
PGI (MACAO) LIMITED, a Macau limited liability company | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Authorized Agent |
PGIC HOLDINGS LIMITED, a private limited company organized under the laws of England and Wales | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Director | |
PROGRESSIVE GAMING INTERNATIONAL (GROUP) LTD., a private limited company organized under the laws of England and Wales | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Director | |
PROGRESSIVE GAMING INTERNATIONAL (UK) LTD., a private limited company organized under the laws of England and Wales | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Director | |
PGI (MACAO) LIMITED, a Macau limited liability company | ||
By: | /s/ HEATHER A. ROLLO | |
Name: | Heather A. Rollo | |
Title: | Authorized Agent |
Progressive Gaming International (Australasia) Pty Ltd ACN 061 944 161 in accordance with section 127 of the Corporations Act 2001: | ||||
/s/ HEATHER A. ROLLO | /s/ NEIL CROSSAN | |||
Director | Director | |||
HEATHER A. ROLLO | NEIL CROSSAN | |||
Name of Director | Name of Director | |||
(BLOCK LETTERS) | (BLOCK LETTERS) |
AGENT AND PURCHASER: | ||
INTERNATIONAL GAME TECHNOLOGY | ||
By: | /s/ DANIEL R. SICILIANO | |
Name: | Daniel R. Siciliano | |
Title: | CAO and Treasurer |