0001193125-08-205306 Sample Contracts

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • October 2nd, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries

This Amendment No. 3 to Credit Agreement dated as of September 30, 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.

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AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • October 2nd, 2008 • Progressive Gaming International Corp • Miscellaneous manufacturing industries

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.

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