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
Issuer’s 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 Acce
