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Exhibit 10.5
AMENDMENT NO. 2 TO NOTE AND WARRANT PURCHASE
AGREEMENT
This Amendment No. 2 to Note and Warrant Purchase Agreement
dated as of August 29, 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 "), 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 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:
1. 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:
(b) 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) Issuer shall pledge all of the
equity interests in the Australian Subsidiary to the Agent and to
the Senior Credit Facility Agent pursuant to one or more pledge
agreements to be governed by New York law (i.e., agreements which
are distinct from the Issuer Security Agreement, the Guarantor
Security Agreements and the similar security agreements executed in
favor of Senior Credit Facility Agent), and (ii) the
Australian Subsidiary shall grant a lien on all of its assets to
secure the Obligations and the obligations under the Senior Loan
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 Issuer Security Agreement, the Guarantor
Security Agreements and the similar security agreements executed in
favor of the Senior Credit Facility Agent); and
2. Events of Default . The failure of the Issuer or its
Subsidiaries to timely comply with the covenants set forth herein
shall constitute an Event of Default under the Purchase
Agreement.
3. Purchase Documents Confirmed . Except as expressly
modified hereby, the terms of the Purchase Documents (including
Amendment No. 1) are hereby confirmed.
4. 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 b
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