AMENDMENT NO. 2 TO CREDIT AGREEMENT

EX-10.6 3 dex106.htm AMENDMENT NO. 2 TO CREDIT AGREEMENT DATED AUGUST 29, 2008 Amendment No. 2 to Credit Agreement dated August 29, 2008

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,
a Nevada corporation

By:   /s/ Russel H. McMeekin
Name:   Russel H. McMeekin
Title:   Chief Executive Officer

 

GUARANTORS:

 

PGIC NV,
a Nevada corporation

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