AMENDMENT NO. 2 TO CREDIT AGREEMENT
Exhibit 10.6
AMENDMENT NO. 2 TO CREDIT AGREEMENT
This Amendment No. 2 to Credit Agreement dated as of August 29, 2008 is entered into with reference to the Credit Agreement dated as of August 4, 2008 (as amended to date, the Credit Agreement), among PROGRESSIVE GAMING INTERNATIONAL CORPORATION, a Nevada corporation (the Borrower), each subsidiary of the Borrower that is a Guarantor thereunder (the Guarantors), and PRIVATE EQUITY MANAGEMENT GROUP FINANCIAL CORPORATION, a California corporation, as Administrative Agent and sole initial Lender. Capitalized terms used herein are used with the meanings set forth for those terms in the Credit Agreement.
The parties hereto hereby agree with reference to the following facts:
A. Pursuant to Amendment No. 1 to Credit Agreement dated as of August 14, 2008 (Amendment No. 1), by an among the Borrower, the Guarantors party thereto, Administrative Agent and the sole initial Lender, the parties thereto made certain arrangements for, among other things, the pledge of the assets and the stock of Progressive Gaming International (Australasia) Pty Ltd (the Australian Subsidiary).
B. The parties hereto wish to extend the date by which the conditions set forth in Section 1(b) of Amendment No. 1 must be satisfied.
NOW, THEREFORE, the parties hereby agree as follows:
5. Amendment to Section 1(b) of Amendment No. 1. Section 1(b) of Amendment No. 1 is hereby amended and restated in its entirety to read as follows:
(a) Concurrently with the delivery of the documents required to be delivered pursuant to Section 2 of this Amendment with respect to the Australian Subsidiary, but in any event prior to September 30, 2008, (i) Borrower shall pledge all of the equity interests in the Australian Subsidiary to the Administrative Agent and to IGT pursuant to one or more pledge agreements to be governed by New York law (i.e., agreements which are distinct from the Borrower Security Agreement, the Guarantor Security Agreements and the similar security agreements executed in favor of IGT), and (ii) the Australian Subsidiary shall grant a lien on all of its assets to secure the Obligations and the obligations under the IGT Subordinated Debt Documents pursuant to one or more separate guarantor security agreements to be governed by New York law (i.e., agreements which are distinct from the Borrower Security Agreement, the Guarantor Security Agreements and the similar security agreements executed in favor of IGT); and
6. Events of Default. The failure of Borrower or its Subsidiaries to timely comply with the covenants set forth herein shall constitute an Event of Default under the Credit Agreement.
7. Loan Documents Confirmed. Except as expressly modified hereby, the terms of the Loan Documents (including Amendment No. 1) are hereby confirmed.
8. Expenses. Borrower confirms its obligation to pay the expenses of the Administrative 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.
BORROWER:
PROGRESSIVE GAMING INTERNATIONAL CORPORATION, | ||
By: | /s/ Russel H. McMeekin | |
Name: | Russel H. McMeekin | |
Title: | Chief Executive Officer |
GUARANTORS:
PGIC NV, | ||
By: | /s/ Russel H. McMeekin | |
Name: | Russel H. McMeekin | |
Title: | Chief Executive Officer |
MGC, INC., a Nevada corporation | ||
By: | /s/ Russel H. McMeekin | |
Name: | Russel H. McMeekin | |
Title: | Chief Executive Officer |
PROGRESSIVE GAMES, INC., a Delaware corporation | ||
By: | /s/ Russel H. McMeekin | |
Name: | Russel H. McMeekin | |
Title: | Chief Executive Officer |
GAMES OF NEVADA, INC., a Nevada corporation | ||
By: | /s/ Russel H. McMeekin | |
Name: | Russel H. McMeekin | |
Title: | Chief Executive Officer |
VIKING MERGER SUBSIDIARY, LLC, a Delaware limited liability company | ||
By: | /s/ Russel H. McMeekin | |
Name: | Russel H. McMeekin | |
Title: | Chief Executive Officer |
Amendment No. 2 to Credit Agreement
PRIMELINE GAMING TECHNOLOGIES, INC., a California corporation | ||
By: | /s/ Russel H. McMeekin | |
Name: | Russel H. McMeekin | |
Title: | Chief Executive Officer |
MIKOHN INTERNATIONAL, INC., a Nevada corporation | ||
By: | /s/ Russel H. McMeekin | |
Name: | Russel H. McMeekin | |
Title: | Chief Executive Officer |
MIKOHN HOLDINGS, INC., a Nevada corporation | ||
By: | /s/ Russel H. McMeekin | |
Name: | Russel H. McMeekin | |
Title: | Chief Executive Officer |
ENDX, INC. (USA), a Nevada corporation | ||
By: | /s/ Russel H. McMeekin | |
Name: | Russel H. McMeekin | |
Title: | Chief Executive Officer |
Amendment No. 2 to Credit Agreement
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: | Treasurer |
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: | Treasurer |
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: | Treasurer |
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/ Roger Webber | |||
Director | Director | |||
Heather A. Rollo | Roger Webber | |||
Name of Director (BLOCK LETTERS) | Name of Director (BLOCK LETTERS) |
Amendment No. 2 to Credit Agreement
ADMINISTRATIVE AGENT AND LENDER:
PRIVATE EQUITY MANAGEMENT GROUP FINANCIAL CORPORATION | ||
By: | /s/ Wilbur Quon | |
Name: | Wilbur Quon | |
Title: | CFO |
ADMINISTRATIVE AGENT AND LENDER:
PRIVATE EQUITY MANAGEMENT GROUP FINANCIAL CORPORATION | ||
By: | /s/ Peter Paul Mendel | |
Name: | Peter Paul Mendel | |
Title: | Managing Director, Chief Compliance Officer |
Amendment No. 2 to Credit Agreement