EXHIBIT
10.1

     

    CONFIDENTIAL
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST,
PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE
REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH
THREE ASTERISKS [***].

     

     

    THIRD AMENDMENT TO CREDIT
AGREEMENT

    


     

    This
Third Amendment to Credit Agreement (“Amendment”) is made as of July 22, 2009
between MEGABINGO, INC.,
a Delaware corporation, MGAM
SYSTEMS, INC., a Delaware corporation (collectively, “Borrowers” and each
a “Borrower”) and COMERICA
BANK, a Texas banking association, successor by merger to Comerica Bank,
a Michigan banking corporation (“Comerica”), in its capacity as Agent under the
Credit Agreement, as defined below (in such capacity, “Agent”).

     

    PRELIMINARY
STATEMENT

     

    The
Borrowers, Agent, and the Banks are parties to a Credit Agreement dated April
27, 2007 (as amended by a certain letter amendment dated June 6, 2007, the
Amendment to Credit Agreement dated October 26, 2007, and the Second Amendment
to Credit Agreement dated December 20, 2007 each among Borrowers, Agent, and the
Banks, “Credit Agreement”), providing terms and conditions governing certain
loans and other credit accommodations extended by the Agent and Banks to
Borrowers.

     

    Borrowers
and Agent (acting with the consent of the Banks pursuant to Section 12.10 of the
Agreement) have agreed to amend certain terms of the
Credit Agreement.

     

    AGREEMENT

     

    1.          
  Defined
Terms.  In this Amendment, capitalized terms used without
separate definition shall have the meanings given them in the Credit
Agreement.

     

    2.         
   Amendment.

     

    a.           The
following definitions are added to Section 1.1 of the Credit Agreement in their
appropriate alphabetical sequence:

     

    “Affected
Bank” is defined in Section 12.11 hereof.

     

    “Asset
Impairment Add Back” shall mean: (i) up to $7,000,000 of non-cash impairment
charges taken in the fiscal quarters ended September 30, 2008, December 31, 2008
and March 31, 2009 which were approved as add-backs to the calculation of
Consolidated EBITDA pursuant to a letter from Agent to Borrower dated as of
November 13, 2008 and (ii) up to $10,000,000, in aggregate amount, of additional
non-cash impairment charges with respect to Borrowers’ assets originated or put
in service prior to June 30, 2008.”

     

    “Daily
Adjusting LIBOR Rate” shall mean for any day a per annum interest rate which is
equal to the sum of one percent (1%) plus the quotient of the following (rounded
upward, if necessary, in the discretion of Agent, to the nearest whole multiple
of 1/100th of
1%):

     

    (a)           the
Eurocurrency Rate;

     

    divided by

     

    (b)           a
percentage (expressed as a decimal) equal to 1.00 minus the maximum rate on such
date at which Agent is required to maintain reserves on “Euro-currency
Liabilities” as defined in and pursuant to Regulation D of the Board of
Governors of the Federal Reserve System or, if such regulation or definition is
modified, and as long as Agent is required to maintain reserves against a
category of liabilities which includes eurodollar deposits or includes a
category of assets which includes eurodollar loans, the rate at which such
reserves are required to be maintained on such category.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Diamond
Settlement Add Back” shall mean, for any period of determination, which includes
the fiscal quarter ended June 30, 2009 up to $[***] of settlement and legal fees
paid by Borrowers relating to claims against Borrowers under Diamond Game Enterprises, Inc. v.
Multimedia Games, Case No. CJ-2004-9366, District Court in and for
Oklahoma County, State of Oklahoma.

     

    “Impaired
Bank” means a Bank (a) that has failed to fund its Revolving Credit Percentage
or Term Loan Percentage, as applicable, of any Advance or to purchase
participations in a Swing Line Advance or any Reimbursement Obligations, (b)
that has otherwise failed to pay to the Agent or any other Bank any other amount
required to be paid by it under the terms of this Agreement or any other Loan
Document, unless such Bank is disputing such obligation to pay any such amount
in good faith, (c) which the Agent, the Issuing Bank or Swing Line Bank
believes, in good faith, has defaulted in fulfilling its obligations under any
other syndicated credit facilities or as a participant in any other credit
facility, (d) that has been, or is controlled by any Person which has been,
determined to be insolvent or that has become subject to a bankruptcy or other
similar proceeding, or (e) any material assets or management of which has been
taken over by any governmental authority.

     

    “Impaired
Bank Assurance” shall mean cash collateral or other assurances, satisfactory to
Agent, provided with respect to an Impaired Bank’s interest with respect to
Letter of Credit exposure pursuant to Section 3.6(e).

     

    “LIBOR
Floor” shall mean two percent (2%) per annum.

     

    “Purchasing
Bank” or “Purchasing Banks” is defined in Section 12.11 hereof.

     

    “Severance
Add Back” shall mean, for any period of determination which includes the fiscal
quarter ending September 30, 2009, up to $1,000,000 in severance payments accrued or paid
by Borrowers during the fiscal quarter ending September 30, 2009.”

     

    “Stock
Compensation Add Back” shall mean, for any period of determination, the amount
of non-cash expense incurred during such period with respect to compensation
accrued or paid in the form of Borrowers stock.

     

    “Third
Amendment Effective Date” shall mean the date upon which the conditions to
effectiveness set forth in Section 4 of that certain Third Amendment to Credit
Agreement dated July 22, 2009 between Agent, Borrowers and the Banks have been
met.

     

    b.           The
following definitions, each appearing in Section 1.1 of the Credit Agreement,
are hereby amended in their entirety as follows:

     

    “Alternate
Base Rate” shall mean, for any day, an interest rate per annum equal to the
greatest of (i) the Prime Rate in effect on such day, (ii) Federal Funds
Effective Rate in effect on such day, plus one percent (1.0%), or (iii) the
Daily Adjusting LIBOR Rate in effect on such day.

     

    “Consolidated
EBITDA” shall mean, for any period, Consolidated Net Income for such period
plus, without
duplication and only to the extent reflected as a charge or reduction in the
statement of such Consolidated Net Income for such period, the sum of (a) Income
Taxes expense, (b) Consolidated Interest Expense, (c) depreciation and
amortization expense, including amortization of Development Agreement expense,
(d) the Diamond Settlement Add Back to the extent attributable to the period of
determination, (e) the Stock Compensation Add Back, (f) the Asset Impairment Add
Back to the extent attributable to the period of determination, the (g) the
Severance Add Back, and (h) subject to Agent’s approval, which may be granted or
withheld in Agent’s sole discretion, any extraordinary, unusual or non-cash
non-recurring expenses or losses (including, whether or not otherwise includable
as a separate item in the statement of such Consolidated Net Income for such
period, losses on sales of assets outside of the ordinary course of
business).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Eurocurrency-based
Rate” shall mean a per annum interest rate which is equal to the sum of (a) the
Applicable Margin plus (b) the greater of (i) the LIBOR Floor or (ii) the
quotient of:

     

    (A)           the
Eurocurrency Rate for the relevant Advance, divided by

     

    (B)           a
percentage equal to 100% minus the maximum rate on such date at which Agent is
required to maintain reserves on ‘Eurocurrency Liabilities’ as defined in and
pursuant to Regulation D of the Board of Governors of the Federal Reserve System
or, if such regulation or definition is modified, and as long as Agent is
required to maintain reserves against a category of liabilities which includes
eurocurrency deposits or includes a category of assets which includes
eurocurrency loans, the rate at which such reserves are required to be
maintained on such category,

     

    such sum
to be rounded upward, if necessary, to the nearest whole multiple of 1/100th of
1%.

     

    “Eurocurrency
Rate” shall mean,

     

    (a)           with
respect the principal amount of any Eurocurrency-based Advance outstanding
hereunder, the per annum rate equal to the average (rounded upward, if
necessary, to the nearest one-sixteenth of one percent (1/16%)) of the rate at
which Agent is offered dollar deposits at or about 11:00 a.m. (Detroit, Michigan
time) (or soon thereafter as practical), two (2) Business Days prior to the
first day of such Eurocurrency-Interest Period in the interbank eurodollar
market in an amount comparable to the principal amount of the relevant
Eurocurrency-based Advance which is to bear interest at such Eurocurrency-based
Rate and for a period equal to the relevant Eurocurrency-Interest Period;
and

     

    (b)           with
respect to the principal amount of any Prime-based Advance, while interest
thereon is based upon the Daily Adjusting LIBOR Rate, the per annum rate of
interest determined on the basis of the rate for deposits in United States
Dollars for a period equal to one (1) month appearing on Page BBAM of the
Bloomberg Financial Markets Information Service as of 11:00 a.m. (Detroit,
Michigan time) (or soon thereafter as practical) on such day, or if such day is
not a Business Day, on the immediately preceding Business Day.  In the
event that such rate does not appear on Page BBAM of the Bloomberg Financial
Markets Information Service (or otherwise on such Service), the “Eurocurrency
Rate” shall be determined by reference to such other publicly available service
for displaying eurodollar rates as may be reasonably selected by Agent or, in
the absence of such service, the “Eurocurrency Rate” shall, instead, be the per
annum rate equal to the average of the rates at which Agent is offered dollar
deposits at or about 11:00 a.m. (Detroit, Michigan time) (or soon thereafter as
practical) on such day in the interbank eurodollar market on such day, of if
such day is not a Business day, on the immediately preceding Business Day in an
amount comparable to the principal amount of the Indebtedness hereunder which is
to bear interest at such “Eurocurrency Rate” and for a period equal to one (1)
month.

     

    “Majority
Banks” shall mean at any time (a) so long as the Revolving Commitment has not
been terminated, Banks (excluding Impaired Banks, if any) holding more than
50.0% of the sum of (i) the Revolving Commitment plus (ii) the aggregate
principal amount of Indebtedness then outstanding under the Term Loans and (b)
if the Revolving Commitment has been terminated (whether by maturity,
acceleration or otherwise), Banks holding more than 50.0% of the aggregate
principal amount then outstanding under the Revolving Credit and the Term Loans;
provided that:
(i) for purposes of determining Majority Banks hereunder, the Letter of Credit
Obligations and principal amount outstanding under the Swing Line shall be
allocated among the Banks based on their respective Revolving Credit
Percentages; (ii) in the calculation of Majority Banks, Percentages of the
Revolving Commitments and Term Loans held by any Impaired Bank shall be
disregarded, and (iii) in the event there are fewer than three (3) Banks
participating hereunder, “Majority Banks” shall mean all Banks who are not
Impaired Banks.

     

    “Revolving
Commitment” shall mean Sixty Five Million Dollars ($65,000,000), subject to
reduction or termination under Sections 2.13 and 8.2 hereof.

     

    c.           The
second sentence of Section 2.14 is hereby restated in its entirety as
follows:

     

    “The
Revolving Credit Facility Fee shall be payable to each Bank (excluding, however,
any Defaulting Bank with respect to any period for which such Bank is a Default
Bank) and shall be determined by multiplying the Applicable Fee Percentage by
the average daily amount of such Bank’s Percentage of the Revolving
Commitment.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    d.           The
word “and” at the end of subsection (g) of Section 3.2 of the Credit Agreement
is hereby deleted, and the period at the end of subsection (h) of Section 3.2 of
the Credit Agreement is hereby replaced with “; and”.

     

    e.           The
following subsection (i) is hereby added to Section 3.2 of the Credit Agreement
immediately following existing subsection (h):

     

    “(i)           if
any Bank holding a Revolving Commitment is an Impaired Bank, the Issuing Bank
has entered into arrangements satisfactory to it to eliminate the Issuing Bank’s
risk with respect to the participation in Letters of Credit by all such Impaired
Bank, including creation of a cash collateral account or delivery of other
security to assure payment of such Impaired Bank’s Revolving Credit Percentage
of all outstanding Letter of Credit Obligations.”

     

    f.           Clause
(a) of Section 3.4 of the Credit Agreement is hereby restated in its entirety as
follows:

     

    “(a)           for
distribution to the Banks (excluding, however, any Defaulting Bank with respect
to any period during which such Bank is a Defaulting Bank) in accordance with
their percentage, a per annum fee with respect to such Banks’ Percentage of the
undrawn amount of each Letter of Credit issued pursuant thereto (based on the
amount of each such Letter of Credit) for the amount of the Applicable Fee
Percentage.”

     

    g.           The
following subsection (e) is hereby added to Section 3.6 of the Credit Agreement
immediately following existing subsection (d):

     

    “(e)           In
the event that any Bank holding a Revolving Commitment becomes an Impaired Bank,
the Issuing Bank may, at its option, require that the Borrowers or such Impaired
Bank enter into arrangements satisfactory to it to eliminate the Issuing Bank’s
risk with respect to the participation in Letters of Credit by such Impaired
Bank, including creation of a cash collateral account or delivery of other
security by Borrower and/or such Impaired Bank to assure payment of such
Impaired Bank’s Revolving Credit Percentage of all outstanding Letter of Credit
Obligations.”

     

    h.           Sections
6.1(b) through 6.1(c) of the Credit Agreement are amended in their entirety as
follows

     

    “(b)           as
soon as available, but in any event not later than forty-five (45) days after
the end of each fiscal quarter of MGI, commencing with the first full fiscal
quarter ending after the Effective Date, MGI prepared unaudited Consolidated
balance sheets of MGI and its Subsidiaries as at the end of such fiscal period
and the related unaudited statements of income and cash flows of MGI and its
Subsidiaries for the portion of the fiscal year through the end of such fiscal
quarter, setting forth in each case in comparative form the figures for the
corresponding periods in the previous year, certified by a Responsible Officer
as being fairly stated in all material respects and attaching a schedule of
outstanding Funded Debt (other than Indebtedness) of MGI and its Subsidiaries
describing in reasonable detail for each debt issue or loan outstanding the
principal amount and amount of accrued interest with respect to each such debt
issue or loan; and”

     

    “(c)           as
soon as available, but in any event not later than forty-five (45) days after
the end of each month, MGI prepared unaudited Consolidated balance sheets of MGI
and its Subsidiaries as at the end of such month and the related unaudited
statements of income and cash flows of MGI and its Subsidiaries for such month
and the portion of the fiscal year through the end of such month, in each case
certified by a Responsible Officer as being fairly stated in all material
respects;”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    i.           
  Section 7.6 of the Credit Agreement is hereby restated in its
entirety as follows:

     

    “7.6           Restricted
Payments.  Declare or make, or permit Subsidiary to declare or
make, any distributions, dividend, payment or other distribution of assets,
properties, cash, rights, obligations or securities (collectively,
“Distributions”) on account of any of its Capital Stock, as applicable, or
purchase, redeem or otherwise acquire for value any Capital Stock, or any
warrants, rights or options to acquire such Capital Stock, now or hereafter
outstanding (collectively, “Purchases”), except for, so long as no Event of
Default exists or will arise upon giving effect thereto:

     

    (a)           dividends
payable by Subsidiaries of Borrowers to Borrowers or other Subsidiaries of
Borrowers;

     

    (b)           redemptions
of shares of MGI capital stock made during an Unrestricted Fiscal Quarter, in
aggregate amount not to exceed $10,000,000 during any twelve (12) month period,
so long as prior to such redemption, Borrower has delivered to Agent financial
statements of the type required by Section 6.1(b) above prepared on a projected
basis, assuming that the proposed redemption had been effected as of the first
fiscal quarter ending on or after the date of such redemption accompanied by a
Covenant Compliance Certificate evidencing Borrowers’ compliance with the
financial covenant contained in Section 6.10 of this Agreement on a projected
basis at such date, except that for this purpose the Consolidated Total Leverage
Ratio shall be measured at not greater than 1.50:1.00 at that date.

     

    j.             Section
10.2 through 10.6 of the Credit Agreement are amended in their entirety as
follows:

     

    “10.2       Eurocurrency Lending
Office.  For any Advance to which the Eurocurrency-based Rate
or the Daily Adjusting LIBOR Rate is applicable, if Agent or a Bank, as
applicable, shall designate a Eurocurrency Lending Office which maintains books
separate from those of the rest of Agent or such Bank, Agent or such Bank, as
the case may be, shall have the option of maintaining and carrying the relevant
Advance on the books of such Eurocurrency Lending Office.”

     

    “10.3        Circumstances Affecting
Eurocurrency-based Rate Availability.  If with respect to any
Eurocurrency-Interest Period or any Prime-based Advance bearing interest with
reference to the Daily Adjusting LIBOR Rate, Agent or the Majority Banks (after
consultation with Agent) shall determine in good faith that, by reason of
circumstances affecting the foreign exchange and interbank markets generally,
deposits in eurodollars, in the applicable amounts are not being offered to the
Agent or such Banks for such Eurocurrency-Interest Period or for the period
necessary to determine the Daily Adjusting LIBOR Rate, then Agent shall
forthwith give notice thereof to Borrower.  Thereafter, until Agent
notifies Borrowers that such circumstances no longer exist, (i) the obligation
of Banks to make Eurocurrency-based Advances, and the right of Borrowers to
convert an Advance into or to refund an Advance as a Eurocurrency-based Advance,
as the case may be, shall be suspended, (ii) effective upon the last day of each
Interest Period related to any existing Eurocurrency-based Advance, such
Eurocurrency-based Advance shall automatically be converted into a Prime-based
Advance (without regard to satisfaction of any conditions to conversion
contained elsewhere herein); and (iii) the applicable interest rate for a
Prime-based Advance shall be determined without reference to clause (iii) of the
definition of Alternate Base Rate.”

     

    “10.4        Laws Affecting
Eurocurrency-based Advance Availability.  If, after the date of
this Agreement, the introduction of, or any change in, any applicable law, rule
or regulation or in the interpretation or administration thereof by any
governmental authority charged with the interpretation or administration
thereof, or compliance by any of the Banks (or any of their respective
Eurocurrency Lending Offices) with any request or directive (whether or not
having the force of law) of any such authority, shall make it unlawful or
impossible for any of the Banks (or any of their respective Eurocurrency Lending
Offices) to honor its obligations hereunder to make or maintain any Advance with
interest at the Eurocurrency-based Rate or with interest calculated on the basis
of the Daily Adjusting LIBOR Rate, such Bank shall forthwith give notice thereof
to Borrowers and to Agent.  Thereafter, (a) the obligations of the
applicable Banks to make Eurocurrency-based Advances and the right of Borrowers
to convert an Advance into or to refund an Advance as a Eurocurrency-based
Advance shall be suspended and thereafter Borrowers may select as Applicable
Interest Rates only those which remain available and which are permitted to be
selected hereunder, (b) if any of the Banks may not lawfully continue to
maintain an Advance to the end of the then current Interest Period applicable
thereto as a Eurocurrency-based Advance, the applicable Advance shall
immediately be converted to a Prime-based Advance and the Prime-based Rate shall
be applicable thereto for the remainder of such Interest Period, and (c) if such
event makes it unlawful or impossible for such Bank to charge interest at the
Daily Adjusting LIBOR Rate, the Prime-based Rate shall be determined without
reference to clause (iii) of the definition of Alternate Base
Rate.  For purposes of this Section, a change in law, rule,
regulation, interpretation or administration shall include, without limitation,
any change made or which becomes effective on the basis of a law, rule,
regulation, interpretation or administration presently in force, the effective
date of which change is delayed by the terms of such law, rule, regulation,
interpretation or administration.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “10.5        Increased Cost of
Eurocurrency-based Advances.  If the adoption after the date of
this Agreement of, or any change after the date of this Agreement in, any
applicable law, rule or regulation of or in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by Agent or any
of the Banks (or any of their respective Eurocurrency Lending Offices) with any
request or directive (whether or not having the force of law) made by any such
authority, central bank or comparable agency after the date hereof:

     

    (a)           shall
subject any of the Banks (or any of their respective Eurocurrency Lending
Offices) to any tax, duty or other charge with respect to any Advance or shall
change the basis of taxation of payments to any of the Banks (or any of their
respective Eurocurrency Lending Offices) of the principal of or interest on any
Advance or any other amounts due under this Agreement in respect thereof, except
for changes in the rate of tax on the overall net income of any of the Banks or
any of their respective Eurocurrency Lending Offices; or

     

    (b)           shall
impose, modify or deem applicable any reserve (including, without limitation,
any imposed by the Board of Governors of the Federal Reserve System), special
deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any of the Banks (or any of their respective
Eurocurrency Lending Offices) or shall impose on any of the Banks (or any of
their respective Eurocurrency Lending Offices) or the foreign exchange and
interbank markets any other condition affecting any Advance;

     

    and the
result of any of the foregoing is to (i) increase the costs to any of the Banks
of maintaining any part of the Indebtedness hereunder as a Eurocurrency-based
Advance or as a Prime-based Advance bearing interest at the Daily Adjusting
LIBOR Rate; or (ii) to reduce the amount of any sum received or receivable by
any of the Banks under this Agreement in respect of a Eurocurrency-based Advance
or a Prime-based Advance bearing interest at the Daily Adjusting LIBOR Rate,
with respect to Advances to Borrower, then such Bank shall promptly notify
Agent, and Agent (or such Bank, as aforesaid) shall promptly notify Borrowers in
writing of such fact and demand compensation therefor and, within fifteen (15)
days after such notice, Borrowers agree to pay to such Bank such additional
amount or amounts as will compensate such Bank or Banks for such increased cost
or reduction.  Borrowers shall also be entitled (subject to Section
10.1 hereof) to convert such Eurocurrency-based Advance to a Prime-based
Advance.  Agent will promptly notify Borrowers of any event of which
it has knowledge which will entitle Banks to compensation pursuant to this
Section, or which will cause Borrowers to incur additional liability under
Section 10.1 hereof, provided that Agent shall incur no liability whatsoever to
the Banks or Borrowers in the event it fails to do so.  A certificate
of Agent (or such Bank, if applicable) setting forth the basis for determining
such additional amount or amounts necessary to compensate such Bank or Banks
shall accompany such demand and shall be conclusively presumed to be correct
save for manifest error.  Failure or delay on the part of any Bank to
demand compensation pursuant to this Section 10.5 or Section 10.6 shall not
constitute a waiver of such bank’s right to demand such compensation; provided,
however, that Borrowers shall not be required to compensate any such Bank
pursuant to such sections for any amounts payable thereunder incurred more than
90 days prior to the date that such Bank notifies the Borrowers or the Agent of
the event giving rise to the request for payment and of such Bank’s intention to
claim compensation therefore.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    k.         
   Section 12.11 of the Credit Agreement is amended in its
entirety as follows:

     

    “12.11     Substitution of
Banks.  If (a) any Bank shall become an Impaired Bank, (b) the
obligation of any Bank to make Eurodollar-based Advances has been suspended
pursuant to Section 10.3 or 10.4, (c) any Bank has demanded compensation under
Section 3.4(d), 10.5 or 10.6 or (d) any Bank has not approved an amendment,
waiver or other modification of this Agreement, if such amendment or waiver has
been approved by the Majority Banks and the consent of such Bank is required (in
each case, an “Affected Bank”), then the Agent or the Borrowers shall have the
right to make written demand on the Affected Bank (with a copy to the Borrowers
in the case of a demand by the Agent or with a copy to the Agent in the case of
a demand by the Borrowers) to assign and the Affected Bank shall assign, to one
or more financial institutions that comply with the provisions of Section 12.8
hereof (the “Purchasing Bank” or “Purchasing Banks”) to purchase the Advances of
the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, of
such Affected Bank (including, without limitation, its participating interests
in outstanding Swing Line Advances and Letters of Credit) and assume the
commitment of the Affected Bank to extend credit under the Revolving Credit
(including without limitation its obligation to purchase participations interest
in Swing Line Advances and Letters of Credit) under this Agreement. The Affected
Bank shall be obligated to sell its Advances of the Revolving Credit, Swing Line
and/or the Term Loan, as the case may be, and assign its commitment to extend
credit under the Revolving Credit (including without limitation its obligations
to purchase participations in Swing Line Advances and Letters of Credit) to such
Purchasing Bank or Purchasing Banks within ten (10) days after receiving notice
from the Borrowers requiring it to do so, at an aggregate price equal to the
outstanding principal amount thereof, plus unpaid interest accrued thereon up to
but excluding the date of the sale. In connection with any such sale, and as a
condition thereof, the Borrowers shall pay to the Affected Bank all fees accrued
for its account hereunder to but excluding the date of such sale, plus, if
demanded by the Affected Bank within ten (10) Business Days after such sale, (i)
the amount of any compensation which would be due to the Affected Bank under
Section 10.1 if the Borrowers had prepaid the outstanding Eurodollar-based
Advances of the Affected Bank on the date of such sale and (ii) any additional
compensation accrued for its account under Sections 3.4(d), 10.5 and 10.6 to but
excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks
shall assume the Affected Bank’s commitment, and the Affected Bank shall be
released from its obligations hereunder to a corresponding extent.  If
any Purchasing Bank is not already one of the Banks, the Affected Bank, as
assignor, such Purchasing Bank, as assignee, the Borrowers and the Agent, shall
enter into an Assignment Agreement pursuant to Section 12.8 hereof, whereupon
such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to
be an assignee hereunder and shall have all the rights and obligations of a Bank
with a Revolving Credit Percentage equal to its ratable share of the then
applicable Revolving Commitment and the applicable Term Loan Percentages of the
Term Loan of the Affected Bank. In connection with any assignment pursuant to
this Section 12.11, the Borrowers or the Purchasing Bank shall pay to the Agent
the administrative fee for processing such assignment referred to in Section
12.8.”

     

    3.             Representations and
Warranties.  Each Borrower represents, warrants, and agrees
that:

    a.           This
Amendment may be executed in as many counterparts as Agent and the Borrowers
deem convenient, and shall become effective upon delivery to Agent of: (i) all
executed counterparts hereof from Borrowers and Agent, (ii) written consent of
the Majority Banks, as required under Section 12.10 of the Credit Agreement, in
the from of Annex I hereto, and (iii) execution and delivery to Agent (in form
satisfactory to Agent) of each other document and instrument listed on
Annex II hereto.

     

    b.           Except
as set forth on the amended Schedules hereto (which amended schedules constitute
restatements of the corresponding Schedules originally attached to the Credit
Agreement) and except as expressly modified in this Amendment, to the knowledge
of the Responsible Officers of Borrowers, the representations, warranties, and
covenants set forth in the Credit Agreement and in each related document,
agreement, and instrument remain true and correct, continue to be satisfied in
all respects as of the Third Amendment Effective Date (except to the extent such
representation or warranty expressly relates to an earlier date), and are legal,
valid and binding obligations with the same force and effect as if entirely
restated in this Amendment.

     

    c.           Upon
execution of the Amendment, the Credit Agreement, as amended by this Amendment
will continue to constitute a duly authorized, legal, valid and binding
obligation of the Borrowers enforceable in accordance with its
terms.

     

    d.           After
giving effect to this Amendment, there is no Default or Event of Default
existing under the Credit Agreement, or any related document, agreement, or
instrument.

     

    e.           The
Certificate of Incorporation (or corporate formation documents) and Resolution
of the Borrowers delivered to Agent in connection with the Credit Agreement have
not been repealed, amended or modified since the date of delivery thereof and
that same remain in full force and effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.              Conditions.  The
obligations of the Agent and the Banks under this Amendment are subject to the
occurrence, prior to or simultaneously with the Third Amendment Effective Date,
of each of the following conditions, any or all of which may be waived in whole
or in part by the Banks in writing:

     

    a.           The
Borrowers shall have prepaid the Term Loan by an amount sufficient to cause the
principal balance outstanding thereunder on and after the Third Amendment
Effective Date to not exceed Sixty Million Dollars ($60,000,000);

     

    b.           The
Borrowers shall have paid (i) to Comerica Bank, in its individual capacity and
as Agent (for its sole account), any Arranger’s Fee fee due under the terms of
the Supplemental Agency Fee letter dated July 15, 2009 (“2009 Agency Fee
Letter”); and (ii) to Comerica Bank in its capacity as Agent, for distribution
to the Banks who have executed and delivered consents to this Amendment on or
before close of business July 22, 2009 (“Consenting Banks”), an amendment fee in
amount equal to 25.0 basis points payable on the Revolving Commitments plus the
principal balance outstanding under the Term Loan of the Consenting Banks, in
each case, with such amounts determined after giving effect to the reductions
thereof provided for under the terms of this Amendment;

     

    c.           The
Borrowers shall have executed and delivered (or cause to have executed and
delivered) to the Banks any and all documents reasonably requested by the
Banks;

     

    d.           All
actions, proceedings, instruments and documents required to carry out the
transactions contemplated by this Amendment or incidental thereto and all other
related legal matters shall have been satisfactory to and approved by Agent’s
counsel, and said counsel shall have been furnished with such certified copies
of actions and proceedings and such other instruments and documents as they
shall have reasonably requested; and

     

    e.           Agent
shall have received the agreements, instruments and documents listed on the
Closing Checklist attached hereto as Annex II.

     

    5.              Successors and
Assigns.  This Amendment shall inure to the benefit of and be
binding upon the parties and their respective successors and
assigns.

     

    6.              Other
Modification.  In executing this Amendment, the Borrowers are
not relying on any promise or commitment of Agent that is not in writing signed
by Agent.

     

    7.              Expenses.  Borrowers
shall promptly pay all out-of-pocket fees, costs, charges, expenses, and
disbursements of Agent incurred in connection with the preparation, execution
and delivery of this Amendment, and the other documents contemplated by this
Amendment.

    


     

    


     

    [Signature
Page Follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
Third Amendment to the Credit Agreement is executed and delivered as of the
Third Amendment Effective Date.

     

     

    
      
        	 	      
                COMERICA
      BANK,

                as
      Agent and Bank

              	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Donna K.
      Day    	 
	 	Its:  	Vice President 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	MEGABINGO,
      INC.	 
	 	 	 
	 	 	 	 
	 	By:  	/s/
      Adam Chibib   	 
	 	Its:   	Treasurer 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	MGAM
      SYSTEMS, INC.	 
	 	 	 
	 	 	 	 
	 	By: 	/s/
      Adam Chibib    	 
	 	Its:  	Treasurer