Amendment No. 3 to Note and Warrant Purchase Agreement


 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 Access Agreements by the Issuer and its Subsidiaries, provided that the Issuer shall diligently pursue the execution thereof in a form acceptable to the Agent
and shall in any event provide the same prior to October 15, 2008. 
 3. Events of Default. The failure of Issuer or its
Subsidiaries to timely comply with the covenants set forth herein and in Amendment No. 1, Amendment No. 2 and the Waiver shall constitute an Event of Default under the Purchase Agreement. 






 4. Purchase Documents Confirmed. Except as expressly modified hereby, the terms of the Purchase
Documents (including Amendment No. 1, Amendment No. 2 and the Waiver) are hereby confirmed. 
 5. 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 be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

			
	ISSUER:
	
	 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)








			
	AGENT AND PURCHASER:
	
	INTERNATIONAL GAME TECHNOLOGY
		
	By:	 	/s/ DANIEL R. SICILIANO
	Name:	 	Daniel R. Siciliano
	Title:	 	CAO and Treasurer