Amendment No. 3 to Credit Agreement


 Exhibit 10.8 
 AMENDMENT NO. 3 TO CREDIT AGREEMENT 
 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. 
 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”) and an Amendment No. 2 to Credit Agreement dated as of August 29, 2008 (“Amendment No. 2”), by and 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 execution and delivery by the Borrower’s foreign subsidiaries of security documents under the laws of
their respective jurisdictions of formation. 
 B. The parties hereto wish to extend the date by which the conditions set forth in
Sections 1(b) and 2 of Amendment No. 1 (as amended by Amendment No. 2) must be satisfied. 
 NOW, THEREFORE, the
parties hereby agree as follows: 
 6. 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. 
 7. Events of Default. The failure of Borrower or its Subsidiaries to timely
comply with the covenants set forth herein and in Amendment No. 1 and Amendment No. 2 shall constitute an Event of Default under the Credit Agreement. 
 8. Loan Documents Confirmed. Except as expressly modified hereby, the terms of the Loan Documents (including Amendment No. 1 and Amendment No. 2) are hereby confirmed. 
 9. 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/ HEATHER A. ROLLO
	Name:	 	Heather A. Rollo
	Title:	 	Executive Vice President, Chief Executive Officer and Treasurer
	
	GUARANTORS:
	
	 PGIC NV,
 a Nevada
corporation

		
	By:	 	/s/ HEATHER A. ROLLO
	Name:	 	Heather A. Rollo
	Title:	 	Treasurer
	
	 MGC, INC.,
 a Nevada
corporation

		
	By:	 	/s/ HEATHER A. ROLLO
	Name:	 	Heather A. Rollo
	Title:	 	Treasurer
	
	 PROGRESSIVE GAMES, INC.,
 a Delaware
corporation

		
	By:	 	/s/ HEATHER A. ROLLO
	Name:	 	Heather A. Rollo
	Title:	 	Treasurer
	
	 GAMES OF NEVADA, INC.,
 a Nevada
corporation

		
	By:	 	/s/ HEATHER A. ROLLO
	Name:	 	Heather A. Rollo
	Title:	 	Treasurer









			
	 VIKING MERGER SUBSIDIARY, LLC,
 a Delaware limited liability company

		
	By:	 	/s/ HEATHER A. ROLLO
	Name:	 	Heather A. Rollo
	Title:	 	Treasurer
	
	 PRIMELINE GAMING TECHNOLOGIES, INC.,
 a California corporation

		
	By:	 	/s/ HEATHER A. ROLLO
	Name:	 	Heather A. Rollo
	Title:	 	Treasurer
	
	 MIKOHN INTERNATIONAL, INC.,
 a
Nevada corporation

		
	By:	 	/s/ HEATHER A. ROLLO
	Name:	 	Heather A. Rollo
	Title:	 	Treasurer
	
	 MIKOHN HOLDINGS, INC.,
 a Nevada
corporation

		
	By:	 	/s/ HEATHER A. ROLLO
	Name:	 	Heather A. Rollo
	Title:	 	Treasurer
	
	 ENDX, INC. (USA),
 a Nevada
corporation

		
	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









			
	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:	 	Director
	
	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:	 	Director
	
	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:	 	Director
	
	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/ NEIL CROSSAN
	Director	 		 	Director
			
	HEATHER A. ROLLO	 		 	NEIL CROSSAN
	Name of Director	 		 	Name of Director
	(BLOCK LETTERS)	 		 	(BLOCK LETTERS)








			
	ADMINISTRATIVE AGENT AND LENDER:
	
	PRIVATE EQUITY MANAGEMENT GROUP FINANCIAL CORPORATION
		
	By:	 	/s/ WILBUR QUON
	Name:	 	Wilbur Quon
	Title:	 	CFO
		
	By:	 	/s/ PETER PAUL MENDEL
	Name:	 	Peter Paul Mendel
	Title:	 	Secretary and CCO