Amendment and Restatement Agreement


    
      

    

     

                                                                                        Exhibit
      10.1

     

     

    AMENDMENT
      AND RESTATEMENT AGREEMENT dated as of March 31, 2006 (this “Agreement”),
      among
      SCIENTIFIC GAMES CORPORATION (the “Borrower”),
      the
      LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent
      (the
“Administrative
      Agent”),
      under
      the Credit Agreement dated as of December 23, 2004, as amended (as in effect
      on
      the date hereof, the “Existing
      Credit Agreement”),
      among
      the Borrower, the lenders party thereto and the Administrative
      Agent.

     

    WHEREAS
      the Borrower has requested, and the Restatement Lenders and the Administrative
      Agent have agreed, upon the terms and subject to the conditions set forth
      herein, that (a) the Tranche C Term Lenders referred to below extend
      credit in the form of Tranche C Term Loans on the Restatement Effective
      Date in an aggregate principal amount equal to $100,000,000, (b)  the
      Incremental Multicurrency Revolving Lenders referred to below extend credit
      in
      the form of Multicurrency Revolving Commitments on the Restatement Effective
      Date in an aggregate principal amount equal to $50,000,000 and (c) the
      Existing Credit Agreement be amended and restated as provided
      herein.

     

    NOW,
      THEREFORE, the Borrower, the Restatement Lenders and the Administrative Agent
      hereby agree as follows:

     

    SECTION
      1.   Defined
      Terms.
      Capitalized terms used but not defined herein shall have the meanings assigned
      to such terms in the Amended Credit Agreement referred to below. As used in
      this
      Agreement, “Restatement
      Lenders”
means,
      at any time, (a) the Tranche C Term Lenders referred to below,
      (b) Incremental Multicurrency Revolving Lenders referred to below and
      (c) the Required Lenders under (and as defined in) the Existing Credit
      Agreement.

     

    SECTION
      2.   Restatement
      Effective Date. (a)
      The
      transactions provided for in Sections 3, 4 and 5 hereof shall be consummated
      at
      a closing to be held on the Restatement Effective Date at the offices of
      Cravath, Swaine & Moore LLP, or at such other time and place as the parties
      hereto shall agree upon.

     

    (b)
        The
      “Restatement
      Effective Date”
shall
      be specified by the Borrower, and shall be a date, not later than May 15, 2006,
      as of which all the conditions set forth or referred to in Section 6 hereof
      shall have been satisfied. The Borrower, by giving not less than one Business
      Day’s written notice, (i) shall propose a date as the Restatement Effective
      Date to the Administrative Agent and (ii) may change a previously proposed
      date for the Restatement Effective Date. The Administrative Agent shall notify
      the Restatement Lenders of the proposed date. This Agreement shall terminate
      at
      5:00 p.m., New York City time, on May 15, 2006, if the Restatement Effective
      Date shall not have occurred at or prior to such time.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SECTION
      3.   Tranche
      C Term Commitments.
      Subject
      to the terms and conditions set forth herein, each Person identified on Schedule
      2.1A hereto shall, as of the Restatement Effective Date, become a Tranche C
      Term Lender under the Amended Credit Agreement with a Tranche C Term
      Commitment in the amount set forth with respect to such Person on
      Schedule 2.1A hereto, and agrees to make Tranche C Term Loans in
      accordance with the terms and conditions of the Amended Credit Agreement. If
      the
      Borrower requests prior to the Restatement Effective Date that a Borrowing
      of
      Tranche C Term Loans be made on or after the proposed Restatement Effective
      Date, then (notwithstanding whether the Restatement Effective Date occurs)
      such
      request shall be made in the manner contemplated by the Amended Credit Agreement
      and the Borrower agrees that Section 4.11 of the Amended Credit Agreement
      shall apply if such Borrowing is not made on the date requested.

     

    SECTION
      4.   Multicurrency
      Revolving Commitments. (a)
      Subject
      to the terms and conditions set forth herein, as of the Restatement Effective
      Date, each Person identified on Schedule 2.1B hereto (an “Incremental
      Multicurrency Revolving Lender”)
      shall
      (i) in the case of any such Person that is not already a Multicurrency
      Revolving Lender under the Existing Credit Agreement, become a Multicurrency
      Revolving Lender under the Amended Credit Agreement with a Multicurrency
      Revolving Commitment in the amount set forth with respect to such Person on
      Schedule 2.1B hereto or (ii) in the case of any such Person that is
      already a Multicurrency Revolving Lender under the Existing Credit Agreement,
      have its Multicurrency Revolving Commitment under the Existing Credit Agreement
      increased by the amount set forth with respect to such Person on
      Schedule 2.1B hereto, and, in each case, agrees to make Multicurrency
      Revolving Loans and participate in other Multicurrency Revolving Extensions
      of
      Credit in accordance with the terms and conditions of the Amended Credit
      Agreement. Schedule 2.1C hereto sets forth the identity of each
      Multicurrency Revolving Lender and the amount of its Multicurrency Revolving
      Commitment under the Amended Credit Agreement as of the Restatement Effective
      Date after giving effect to the foregoing (but determined without giving effect
      to any assignments of Multicurrency Revolving Commitments under the Existing
      Credit Agreement that may become effective between the date of execution and
      delivery of this Agreement and the Restatement Effective Date). If the Borrower
      requests prior to the Restatement Effective Date that a Borrowing of
      Multicurrency Revolving Loans be made on or after the proposed Restatement
      Effective Date, then (notwithstanding whether the Restatement Effective Date
      occurs) such request shall be made in the manner contemplated by the Amended
      Credit Agreement and the Borrower agrees that Section 4.11 of the Amended
      Credit Agreement shall apply if such Borrowing is not made on the date
      requested.

     

    (b)
        On
      the
      Restatement Effective Date the Borrower shall pay all fees and interest accrued
      for the account of the “Multicurrency Revolving Lenders” under (and as defined
      in) the Existing Credit Agreement and prepay any and all “Multicurrency
      Revolving Loans” outstanding under (and as defined in) the Existing Credit
      Agreement in accordance with the Existing Credit Agreement (without prejudice
      to
      the Borrower’s right to borrow under and in accordance with the Amended Credit
      Agreement on the Restatement Effective Date in order to effect such
      prepayment).

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    SECTION
      5.   Amendment
      and Restatement of the Existing Credit Agreement; Loans and Letters of Credit;
      Amendment of Security Documents.

     

    (a)
        Effective
      on the Restatement Effective Date (i) the Existing Credit Agreement
      (excluding the annexes, schedules and exhibits thereto that are not attached
      as
      part of Exhibit A hereto) is hereby amended and restated to read in its entirety
      as set forth in Exhibit A hereto (the “Amended
      Credit Agreement”),
      (ii)
      Schedule 2.1A hereto shall be deemed to be Schedule 2.1A to the Amended Credit
      Agreement, and (iii) the Multicurrency Revolving Commitments shall be those
      set forth on Schedule 2.1C hereto (as adjusted to give effect to any assignments
      of Multicurrency Revolving Commitments under the Existing Credit Agreement
      that
      may become effective between the date of execution and delivery of this
      Agreement and the Restatement Effective Date) and Schedule 2.1 of the
      Existing Credit Agreement shall be deemed amended to give effect thereto. From
      and after the effectiveness of such amendment and restatement, the terms
“Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and
      words of similar import, as used in the Amended Credit Agreement, shall, unless
      the context otherwise requires, refer to the Amended Credit Agreement, and
      the
      term “Credit Agreement”, as used in the other Loan Documents, shall mean the
      Amended Credit Agreement.

     

    (b)
        All
      Dollar Revolving Commitments in effect under the Existing Credit Agreement
      on
      the Restatement Effective Date shall continue in effect under the Amended Credit
      Agreement, and all Dollar Revolving Loans, Swingline Loans, Dollar Letters
      of
      Credit, Multicurrency Letters of Credit and Tranche B Term Loans outstanding
      under the Existing Credit Agreement on the Restatement Effective Date shall
      continue to be outstanding under the Amended Credit Agreement, and on and after
      the Restatement Effective Date, the terms of the Amended Credit Agreement will
      govern the rights and obligations of the Borrower, the Lenders, the applicable
      Issuing Lenders and the Administrative Agent with respect thereto.

     

    (c)
        The
      amendment and restatement of the Existing Credit Agreement as contemplated
      hereby shall not be construed to discharge or otherwise affect any obligations
      of the Borrower accrued or otherwise owing under the Existing Credit Agreement
      that have not been paid, it being understood that such obligations will
      constitute obligations under the Amended Credit Agreement.

     

    (d)
        The
      parties thereto that are Lenders under, and as defined in, the Existing Credit
      Agreement hereby waive any requirement under the Existing Credit Agreement
      of
      notice of prepayment of Multicurrency Revolving Loans under the Existing Credit
      Agreement provided for herein.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    (e)
        The
      Restatement Lenders hereby consent to any amendment of the Security Documents
      that the Administrative Agent determines to be necessary or appropriate to
      implement the provisions of this Agreement.

     

    SECTION
      6.   Conditions.
      The
      consummation of the transactions set forth in Sections 3 through 5 of this
      Agreement shall be subject to the satisfaction of the following conditions
      precedent:

     

    (a)
        The
      Administrative Agent (or its counsel) shall have received from each of the
      Borrower and the Restatement Lenders either (i) a counterpart of this
      Agreement signed on behalf of such party or (ii) written evidence
      satisfactory to the Administrative Agent (which may include facsimile
      transmission of a signed signature page of this Agreement) that such party
      has
      signed a counterpart of this Agreement.

     

    (b)
        The
      Administrative Agent shall have received the following executed legal opinions:
      

     

    (i)
      the
      legal opinion of Kramer Levin Naftalis & Frankel LLP, counsel for the
      Borrower and its Subsidiaries, substantially in the form of Exhibit B-1 hereto;
      and

     

    (ii) the
      legal opinion of Martin E. Schloss, Senior Vice President and Secretary of
      the
      Borrower and its Subsidiaries, substantially in the form of Exhibit B-2
      hereto.

     

    Each
      such
      legal opinion shall cover such other matters incident to the transactions
      contemplated by this Agreement as the Administrative Agent may reasonably
      require.

     

    (c)
        The
      Administrative Agent shall have received such documents and certificates as
      the
      Administrative Agent or its counsel may reasonably request relating to the
      organization, existence and good standing of each Loan Party, the authorization
      of the Restatement Transactions and any other legal matters relating to the
      Loan
      Parties, the Loan Documents or the Restatement Transactions, all in form and
      substance reasonably satisfactory to the Administrative Agent and its
      counsel.

     

    (d)
        Each
      of
      the conditions set forth in Section 6.2 of the Amended Credit Agreement
      shall be satisfied, and the Administrative Agent shall have received a
      certificate, dated the Restatement Effective Date and signed by the Borrower,
      confirming satisfaction of the conditions set forth in paragraphs (a) and
      (b) of Section 6.2 of the Amended Credit Agreement.

     

    (e)
        The
      Administrative Agent shall have received all fees and other amounts due and
      payable in connection with this Agreement on or prior to the Restatement
      Effective Date, including, to the extent invoiced on or prior to the Restatement
      Effective Date, reimbursement or payment of all expenses (including fees,
      charges and disbursements of counsel) required to be reimbursed or paid by
      the
      Borrower.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    (f)
        The
      Administrative Agent shall have received a completed Perfection Certificate
      dated the Restatement Effective Date and signed by an executive officer or
      financial officer of the Borrower, together with all attachments contemplated
      thereby.

     

    (g)
        To
      the
      extent not previously received, the Administrative Agent shall have received
      (i)
      the certificates representing the shares of Capital Stock pledged pursuant
      to
      the Guarantee and Collateral Agreement, together with an undated stock power
      for
      each such certificate executed in blank by a duly authorized officer of the
      pledgor thereof and (ii) each promissory note (if any) pledged to the
      Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed
      (without recourse) in blank (or accompanied by an undated executed transfer
      form
      in blank) by the pledgor thereof or such other action is taken with respect
      to
      Pledged Stock of Foreign Subsidiaries as specified in the Guarantee and
      Collateral Agreement.

     

    (h)
        To
      the
      extent not previously received, the Administrative Agent shall have received
      each document (including any Uniform Commercial Code financing statement)
      required by the Security Documents or under law or reasonably requested by
      the
      Administrative Agent to be filed, registered or recorded in order to create
      in
      favor of the Administrative Agent, for the benefit of the Lenders, a perfected
      Lien on the Collateral described therein prior and superior in right to any
      other Person (other than with respect to Liens expressly permitted by Section
      8.3 of the Amended Credit Agreement), and each such document shall be in proper
      form for filing, registration or recordation. 

     

    (i)
        The Administrative
      Agent shall have received such amendments to each Mortgage with respect to
      each
      Mortgaged Property as the Administrative Agent shall determine to be necessary
      or desirable in order to secure the additional extensions of credit contemplated
      by this Agreement, as well as endorsements to existing Title Policies insuring
      the Lien of each such Mortgage as so amended remains a valid first Lien on
      the
      Mortgaged Property described therein.

     

    (j)
        The
      Administrative Agent shall have received a Reaffirmation Agreement substantially
      in the form of Exhibit C hereto, executed and delivered by each Loan
      Party.

     

    (k)
        The
      Administrative Agent shall have received insurance certificates satisfying
      the
      requirements of Section 5.3(b) of the Guarantee and Collateral
      Agreement.

     

    (l)
        The
      Borrower shall have complied with Section 4(b) of this
      Agreement.

     

    (m)
        Each
      Lender shall have received all documentation and other information required
      by
      bank regulatory authorities under applicable “know-your-customer” and anti-money
      laundering rules and regulations, including, without limitation, the United
      States PATRIOT Act, to the extent reasonably requested through the
      Administrative Agent within a reasonable period of time prior to the Restatement
      Effective Date.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    The
      Administrative Agent shall notify the Borrower and the Restatement Lenders
      of
      the Restatement Effective Date, and such notice shall be conclusive and binding.
      Notwithstanding the foregoing, the consummation of the transactions set forth
      in
      Sections 3, 4 and 5 of this Agreement shall not become effective unless
      each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New
      York
      City time, on May 15, 2006 (and, in the event such conditions are not so
      satisfied or waived, this Agreement shall terminate at such time).

     

    SECTION
      7.   Effectiveness;
      Counterparts; Amendments.
      This
      Agreement shall become effective when copies hereof which, when taken together,
      bear the signatures of the Borrower, the Administrative Agent and the
      Restatement Lenders shall have been received by the Administrative Agent. This
      Agreement may not be amended nor may any provision hereof be waived except
      pursuant to a writing signed by the Borrower, the Administrative Agent and
      the
      Restatement Lenders. This Agreement may be executed in two or more counterparts,
      each of which shall constitute an original but all of which when taken together
      shall constitute a single contract. Delivery of an executed counterpart of
      a
      signature page of this Agreement by facsimile or other electronic transmission
      shall be effective as delivery of a manually executed counterpart of this
      Agreement.

     

    SECTION
      8.   No
      Novation.
      This
      Agreement shall not extinguish the Loans outstanding under the Existing Credit
      Agreement, except to the extent actually prepaid as provided herein. The
      provisions of Sections 4.9, 4.10, 4.11 and 11.5 of the Existing Credit
      Agreement will continue to be effective as to all matters arising out of or
      in
      any way related to facts or events existing or occurring prior to the
      Restatement Effective Date. This Agreement shall be a Loan Document for all
      purposes.

     

    SECTION
      9.   Notices.
      All
      notices hereunder shall be given in accordance with the provisions of
      Section 11.2 of the Amended Credit Agreement.

     

    SECTION
      10.   Applicable
      Law; Waiver of Jury Trial. (A)
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
      THE
      STATE OF NEW YORK.

     

    (B)
        EACH
      PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 11.16 OF THE AMENDED
      CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL
      HEREIN.

     

    SECTION
      11.   Headings.
      The
      Section headings used herein are for convenience of reference only, are not
      part
      of this Agreement and are not to affect the construction of, or to be taken
      into
      consideration in interpreting, this Agreement.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    

 

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officers as of the day and year first
      written above.

     

     

                                    SCIENTIFIC
      GAMES CORPORATION,

     

                                        By

     

     

                                            ________________________________________

                                            Name:

                                            Title:

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    
       

                                      JPMORGAN
        CHASE BANK, N.A., 

                                      as
        Administrative Agent,

       

                                          By

       

       

                                              ________________________________________

                                              Name:

                                              Title:

       

    

     

     

     

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    

                     SIGNATURE
        PAGE TO THE
        AMENDMENT 

                 AND
        RESTATEMENT AGREEMENT AMONG 

                     SCIENTIFIC
        GAMES
        CORPORATION, THE LENDERS

                     PARTY
        THERETO AND JPMORGAN
        CHASE BANK, 

                     N.A.,
        AS ADMINISTRATIVE
        AGENT,

       

                      Name
        of
        Institution:

       

                      __________________________

       

    

                                        By:

     

    
                          __________________________

                                              Name:

    

                                            Title:


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULES
      AND EXHIBITS

     

    Schedules

     

    Schedule
      2.1A    Tranche
      C
      Term Commitments

    Schedule
      2.1B     Incremental
      Multicurrency Revolving Commitments

    Schedule
      2.1C     Pro
      Forma
      Multicurrency Revolving Commitments

     

    Exhibits

     

    Exhibit
      A            
Amended
      and Restated Credit Agreement

    Exhibit
      B-1           Form
      of
      Opinion of Kramer Levin Naftalis & Frankel LLP

    Exhibit
      B-2           Form
      of
      Opinion of Martin E. Schloss

    Exhibit
      C             
Form
      of
      Reaffirmation Agreement

     

     

     

     

     

    10

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
                                                                                          EXHIBIT
        A

       

                                                                             

       

      
        	
                 

                $500,000,000

                 

                AMENDED
                  AND RESTATED CREDIT AGREEMENT

                 

                Dated
                  as of

                 

                 

                 

                December 23,
                  2004,

                 

                as
                  Amended and Restated as of March 31, 2006

                 

                among

                 

                SCIENTIFIC
                  GAMES CORPORATION,

                 

                as
                  Borrower,

                 

                The
                  Several Lenders

                 

                from
                  Time to Time Parties Hereto,

                 

                and

                 

                JPMORGAN
                  CHASE BANK, N.A.,

                 

                as
                  Administrative Agent

                 

                ____________________________________________

                 

                J.P.
                  MORGAN SECURITIES INC. and BEAR, STEARNS & CO. INC.,

                as
                  Joint Lead Arrangers and Joint Bookrunners for the Existing Credit
                  Facilities,

                 

                BEAR
                  STEARNS CORPORATE LENDING INC.,

                as
                  Syndication Agent for the Existing Credit Facilities,

                 

                and

                 

                J.P.
                  MORGAN SECURITIES INC.,

                as
                  Sole Lead Arranger and Bookrunner

                for
                  the Tranche C Term Loans and $50,000,000 Increase

                in
                  Multicurrency Revolving Commitments

                 

                 

              


      

       

      
 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      

        TABLE
          OF
          CONTENTS

         

                                                                                                  Page

         

      

       

      
        
          	
                  Section
                    1.

                	
                  DEFINITIONS

                	
                  1

                
	
                  1.1.

                	
                  Defined
                    Terms

                	
                  1

                
	
                  1.2.

                	
                  Other
                    Definitional Provisions

                	
                  31

                
	
                  1.3.

                	
                  Currency
                    Conversion

                	
                  32

                
	
                  Section
                    2.

                	
                  AMOUNT
                    AND TERMS OF TRANCHE C TERM COMMITMENTS AND TERM LOANS

                	
                  33

                
	
                  2.1.

                	
                  Tranche
                    C Term Commitments; Tranche B Term Loans

                	
                  33

                
	
                  2.2.

                	
                  Procedure
                    for Tranche C Term Loan Borrowing

                	
                  33

                
	
                  2.3.

                	
                  Repayment
                    of Term Loans

                	
                  33

                
	
                  2.4.

                	
                  Incremental
                    Term Loans

                	
                  34

                
	
                  2.5.

                	
                  Commitment
                    Fees

                	
                  35

                
	
                  Section
                    3.

                	
                  AMOUNT
                    AND TERMS OF REVOLVING COMMITMENTS

                	
                  36

                
	
                  3.1.

                	
                  Revolving
                    Commitments

                	
                  36

                
	
                  3.2.

                	
                  Procedure
                    for Revolving Loan Borrowing

                	
                  36

                
	
                  3.3.

                	
                  Swingline
                    Commitment

                	
                  37

                
	
                  3.4.

                	
                  Procedure
                    for Swingline Borrowing; Refunding of Swingline Loans

                	
                  38

                
	
                  3.5.

                	
                  Commitment
                    Fees, etc

                	
                  39

                
	
                  3.6.

                	
                  Termination
                    or Reduction of Revolving Commitments

                	
                  40

                
	
                  3.7.

                	
                  L/C
                    Commitment

                	
                  40

                
	
                  3.8.

                	
                  Procedure
                    for Issuance of Letters of Credit

                	
                  40

                
	
                  3.9.

                	
                  Fees
                    and Other Charges

                	
                  41

                
	
                  3.10.

                	
                  L/C
                    Participations

                	
                  41

                
	
                  3.11.

                	
                  Reimbursement
                    Obligation of the Borrower

                	
                  43

                
	
                  3.12.

                	
                  Obligations
                    Absolute

                	
                  44

                
	
                  3.13.

                	
                  Letter
                    of Credit Payments

                	
                  44

                
	
                  3.14.

                	
                  Applications

                	
                  45

                
	
                  Section
                    4.

                	
                  GENERAL
                    PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT

                	
                  45

                
	
                  4.1.

                	
                  Optional
                    Prepayments

                	
                  45

                
	
                  4.2.

                	
                  Mandatory
                    Prepayments

                	
                  46

                
	
                  4.3.

                	
                  Conversion
                    and Continuation Options

                	
                  47

                
	
                  4.4.

                	
                  Limitations
                    on Eurocurrency Tranches

                	
                  48

                
	
                  4.5.

                	
                  Interest
                    Rates and Payment Dates

                	
                  48

                
	
                  4.6.

                	
                  Computation
                    of Interest and Fees

                	
                  49

                
	
                  4.7.

                	
                  Inability
                    to Determine Interest Rate

                	
                  49

                


        

         

        ii

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  4.8.

                	
                  Pro
                    Rata Treatment and Payments

                	
                  50

                
	
                  4.9.

                	
                  Requirements
                    of Law

                	
                  52

                
	
                  4.10.

                	
                  Taxes

                	
                  54

                
	
                  4.11.

                	
                  Indemnity

                	
                  56

                
	
                  4.12.

                	
                  Change
                    of Lending Office

                	
                  57

                
	
                  4.13.

                	
                  Replacement
                    of Lenders

                	
                  57

                
	
                  4.14.

                	
                  Evidence
                    of Debt

                	
                  58

                
	
                  4.15.

                	
                  Illegality

                	
                  58

                
	
                  4.16.

                	
                  Foreign
                    Currency Exchange Rate

                	
                  59

                
	
                  Section
                    5.

                	
                  REPRESENTATIONS
                    AND WARRANTIES

                	
                  59

                
	
                  5.1.

                	
                  Financial
                    Condition

                	
                  59

                
	
                  5.2.

                	
                  No
                    Change

                	
                  60

                
	
                  5.3.

                	
                  Corporate
                    Existence; Compliance with Law

                	
                  60

                
	
                  5.4.

                	
                  Power;
                    Authorization; Enforceable Obligations

                	
                  60

                
	
                  5.5.

                	
                  No
                    Legal Bar

                	
                  60

                
	
                  5.6.

                	
                  Litigation

                	
                  61

                
	
                  5.7.

                	
                  No
                    Default

                	
                  61

                
	
                  5.8.

                	
                  Ownership
                    of Property; Liens

                	
                  61

                
	
                  5.9.

                	
                  Intellectual
                    Property

                	
                  61

                
	
                  5.10.

                	
                  Taxes

                	
                  61

                
	
                  5.11.

                	
                  Federal
                    Regulations

                	
                  61

                
	
                  5.12.

                	
                  Labor
                    Matters

                	
                  62

                
	
                  5.13.

                	
                  ERISA

                	
                  62

                
	
                  5.14.

                	
                  Investment
                    Company Act; Public Utility Holding Company Act; Other
                    Regulations

                	
                  62

                
	
                  5.15.

                	
                  Subsidiaries

                	
                  62

                
	
                  5.16.

                	
                  [Reserved]

                	
                  62

                
	
                  5.17.

                	
                  Environmental
                    Matters

                	
                  63

                
	
                  5.18.

                	
                  Accuracy
                    of Information, etc

                	
                  64

                
	
                  5.19.

                	
                  Security
                    Documents

                	
                  64

                
	
                  5.20.

                	
                  Solvency

                	
                  65

                
	
                  5.21.

                	
                  Senior
                    Indebtedness

                	
                  65

                
	
                  5.22.

                	
                  Regulation
                    H

                	
                  65

                
	
                  5.23.

                	
                  Material
                    Contracts

                	
                  65

                
	
                  5.24.

                	
                  Insurance

                	
                  65

                
	
                  Section
                    6.

                	
                  CONDITIONS
                    PRECEDENT

                	
                  65

                
	
                  6.1.

                	
                  Conditions
                    to Initial Extension of Credit

                	
                  65

                
	
                  6.2.

                	
                  Conditions
                    to Each Extension of Credit

                	
                  66

                
	
                  Section
                    7.

                	
                  AFFIRMATIVE
                    COVENANTS

                	
                  66

                
	
                  7.1.

                	
                  Financial
                    Statements

                	
                  66

                
	
                  7.2.

                	
                  Certificates;
                    Other Information

                	
                  67

                
	
                  7.3.

                	
                  Payment
                    of Obligations

                	
                  68

                


        

         

        iii

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  7.4.

                	
                  Maintenance
                    of Existence; Compliance

                	
                  68

                
	
                  7.5.

                	
                  Maintenance
                    of Property; Insurance

                	
                  68

                
	
                  7.6.

                	
                  Inspection
                    of Property; Books and Records; Discussions

                	
                  69

                
	
                  7.7.

                	
                  Notices

                	
                  69

                
	
                  7.8.

                	
                  Environmental
                    Laws

                	
                  70

                
	
                  7.9.

                	
                  Additional
                    Collateral, etc

                	
                  70

                
	
                  7.10.

                	
                  Further
                    Assurances

                	
                  72

                
	
                  7.11.

                	
                  Use
                    of Proceeds

                	
                  73

                
	
                  7.12.

                	
                  Hedging
                    Arrangements

                	
                  73

                
	
                  7.13.

                	
                  Acknowledgement
                    and Consent

                	
                  73

                
	
                  7.14.

                	
                  Lease
                    Amendment

                	
                  73

                
	
                  Section
                    8.

                	
                  NEGATIVE
                    COVENANTS

                	
                  74

                
	
                  8.1.

                	
                  Financial
                    Condition Covenants.

                	
                  74

                
	
                  8.2.

                	
                  Indebtedness

                	
                  74

                
	
                  8.3.

                	
                  Liens

                	
                  76

                
	
                  8.4.

                	
                  Fundamental
                    Changes

                	
                  78

                
	
                  8.5.

                	
                  Disposition
                    of Property

                	
                  78

                
	
                  8.6.

                	
                  Restricted
                    Payments

                	
                  79

                
	
                  8.7.

                	
                  Payment
                    Blockage Notice

                	
                  80

                
	
                  8.8.

                	
                  Investments

                	
                  80

                
	
                  8.9.

                	
                  Payments
                    and Modifications of Certain Debt Instruments

                	
                  82

                
	
                  8.10.

                	
                  Transactions
                    with Affiliates

                	
                  83

                
	
                  8.11.

                	
                  Sales
                    and Leasebacks

                	
                  84

                
	
                  8.12.

                	
                  Changes
                    in Fiscal Periods

                	
                  84

                
	
                  8.13.

                	
                  Negative
                    Pledge Clauses

                	
                  84

                
	
                  8.14.

                	
                  Clauses
                    Restricting Subsidiary Distributions

                	
                  84

                
	
                  8.15.

                	
                  Lines
                    of Business

                	
                  85

                
	
                  8.16.

                	
                  Hedge
                    Agreements

                	
                  85

                
	
                  Section
                    9.

                	
                  EVENTS
                    OF DEFAULT

                	
                  85

                
	
                  Section
                    10.

                	
                  THE
                    AGENTS

                	
                  89

                
	
                  10.1.

                	
                  Appointment

                	
                  89

                
	
                  10.2.

                	
                  Delegation
                    of Duties

                	
                  89

                
	
                  10.3.

                	
                  Exculpatory
                    Provisions

                	
                  89

                
	
                  10.4.

                	
                  Reliance
                    by Agents

                	
                  90

                
	
                  10.5.

                	
                  Notice
                    of Default

                	
                  90

                
	
                  10.6.

                	
                  Non
                    Reliance on Agents and Other Lenders

                	
                  90

                
	
                  10.7.

                	
                  Indemnification

                	
                  91

                
	
                  10.8.

                	
                  Agent
                    in Its Individual Capacity

                	
                  91

                
	
                  10.9.

                	
                  Successor
                    Administrative Agent

                	
                  91

                
	
                  10.10.

                	
                  Agents
                    Generally

                	
                  92

                
	
                  10.11.

                	
                  Lead
                    Arrangers and Syndication Agent

                	
                  92

                


        

         

        iv

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Section
                    11.

                	
                  MISCELLANEOUS

                	
                  92

                
	
                  11.1.

                	
                  Amendments
                    and Waivers

                	
                  92

                
	
                  11.2.

                	
                  Notices

                	
                  95

                
	
                  11.3.

                	
                  No
                    Waiver; Cumulative Remedies

                	
                  96

                
	
                  11.4.

                	
                  Survival

                	
                  96

                
	
                  11.5.

                	
                  Payment
                    of Expenses and Taxes

                	
                  96

                
	
                  11.6.

                	
                  Successors
                    and Assigns

                	
                  98

                
	
                  11.7.

                	
                  Adjustments;
                    Set off

                	
                  101

                
	
                  11.8.

                	
                  Counterparts 

                	
                  102

                
	
                  11.9.

                	
                  Severability

                	
                  102

                
	
                  11.10.

                	
                  Integration

                	
                  102

                
	
                  11.11.

                	
                  GOVERNING
                    LAW

                	
                  102

                
	
                  11.12.

                	
                  Submission
                    To Jurisdiction; Waivers

                	
                  102

                
	
                  11.13.

                	
                  Acknowledgments

                	
                  103

                
	
                  11.14.

                	
                  Releases
                    of Guarantees and Liens

                	
                  103

                
	
                  11.15.

                	
                  Confidentiality

                	
                  104

                
	
                  11.16.

                	
                  WAIVERS
                    OF JURY TRIAL

                	
                  104

                
	
                  11.17.

                	
                  [Reserved]

                	
                  104

                
	
                  11.18.

                	
                  Conversion
                    of Currencies

                	
                  104

                
	
                  11.19.

                	
                  Interest
                    Rate Limitation

                	
                  105

                


        

        


         

      

      
        
          	
                  ANNEXES:

                	 
	
                  A

                	
                  Pricing
                    Grid

                


        

         

         

        
          	
                  SCHEDULES:

                	 
	
                  1.1(a)

                	
                  Mortgaged
                    Property

                
	
                  1.1(b)

                	
                  Specified
                    Hedge Agreements

                
	
                  1.1(c)

                	
                  Transfer
                    Transactions

                
	
                  2.1

                	
                  Commitments

                
	
                  2.1A

                	
                  Tranche
                    C Term Commitments and Multicurrency Revolving
                    Commitments

                
	
                  3.7

                	
                  Existing
                    Letters of Credit

                
	
                  5.4

                	
                  Consents,
                    Authorization, Filings and Notices

                
	
                  5.6

                	
                  Litigation

                
	
                  5.15(a)

                	
                  Subsidiaries

                
	
                  5.15(b)

                	
                  Outstanding
                    Equity Commitments

                
	
                  5.19(a)

                	
                  UCC
                    Filing Jurisdictions

                
	
                  5.19(b)

                	
                  Mortgage
                    Filing Jurisdictions

                
	
                  5.22

                	
                  Regulation
                    H

                
	
                  5.23

                	
                  Material
                    Contracts

                
	
                  5.24

                	
                  Insurance

                
	
                  8.2(d)

                	
                  Existing
                    Indebtedness

                
	
                  8.3(l)

                	
                  Existing
                    Liens

                
	
                  8.8(f)

                	
                  Existing
                    Investments

                
	
                  8.13(c)

                	
                  Specified
                    Contracts - Negative Pledge

                


        

         

        v

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  8.13(d)

                	
                  Specified
                    Contracts - Prohibition of
                    Assignment

                


        

        
          
 

        

        
          	
                  EXHIBITS:

                	 
	
                  A

                	
                  Form
                    of Guarantee and Collateral Agreement

                
	
                  B

                	
                  Form
                    of Compliance Certificate

                
	
                  C

                	
                  Form
                    of Closing Certificate

                
	
                  D

                	
                  Form
                    of Mortgage

                
	
                  E

                	
                  Form
                    of Assignment and Assumption

                
	
                  F-1

                	
                  Form
                    of Legal Opinion of Kramer Levin Naftalis & Frankel
                    LLP

                
	
                  F-2

                	
                  Form
                    of Legal Opinion of Martin E. Schloss

                
	
                  G

                	
                  Form
                    of Exemption Certificate

                


        

      

       

      
 

      vi

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      AMENDED
        AND RESTATED CREDIT AGREEMENT, dated as of December 23, 2004, as amended
        and
        restated as of March 31, 2006, among SCIENTIFIC GAMES CORPORATION, a Delaware
        corporation, the several banks and other financial institutions or entities
        from
        time to time parties to this Agreement, and JPMORGAN CHASE BANK, N.A., as
        administrative agent.

       

      WHEREAS,
        the Borrower, certain lenders party thereto and the Administrative Agent
        are
        parties to the Credit Agreement dated as of December 23, 2004, as amended
        (as in
        effect immediately prior to the Restatement Effective Date (as defined herein),
        the “Existing Credit Agreement”);

       

      WHEREAS,
        the Borrower and the Administrative Agent are parties to an Amendment and
        Restatement Agreement with the Restatement Lenders (as defined therein) dated
        as
        of March 31, 2006 (the “Amendment and Restatement Agreement)”; and

       

      WHEREAS,
        subject to the satisfaction of the conditions set forth in the Amendment
        and
        Restatement Agreement, the Existing Credit Agreement shall be amended and
        restated as provided herein.

       

      NOW,
        THEREFORE, the parties hereto agree as follows:

       

      SECTION
        1.  DEFINITIONS

       

      1.1. Defined
        Terms. As used in this Agreement, the terms listed in this Section 1.1
        shall have the respective meanings set forth in this Section 1.1.

       

      “Adjustment
        Date”:
        as
        defined in the Pricing Grid.

       

      “Administrative
        Agent”:
        JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
        Lenders hereunder.

       

      “Administrative
        Questionnaire”
shall
        mean an Administrative Questionnaire in a form supplied by the Administrative
        Agent.

       

      “Affected
        Foreign Currency”:
        as
        defined in Section 4.7(c).

       

      “Affiliate”:
        as to
        any Person, any other Person that, directly or indirectly, is in control
        of, is
        controlled by, or is under common control with, such Person. For purposes
        of
        this definition, “control” (including, with correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”), as applied to
        any Person, means the possession, directly or indirectly, of the power to
        direct
        or cause the direction of the management and policies of that Person, whether
        through the ownership of voting securities or by contract or
        otherwise.

       

      “Agents”:
        the
        collective reference to the Syndication Agent and the Administrative Agent,
        which term shall include, for purposes of Section 10 only, the Issuing
        Lender.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      “Aggregate
        Exposure”:
        with
        respect to any Lender at any time, an amount equal to (a) until the
        Restatement Effective Date, the sum of (i) the aggregate then unpaid principal
        amount of such Lender’s Tranche B Term Loans and (ii) the aggregate amount of
        such Lender’s Commitments at such time and (b) thereafter, the sum of
        (i) the aggregate then unpaid principal amount of such Lender’s Term Loans,
        (ii) the amount of such Lender’s Revolving Commitments then in effect,
        (iii) if the Revolving Commitments of a Class have been terminated, the
        amount of such Lender’s Revolving Extensions of Credit of such Class then
        outstanding and (iv) prior to the making of the Tranche C Term Loans, the
        amount of such Lender’s Tranche C Term Commitment.

       

      “Aggregate
        Exposure Percentage”:
        with
        respect to any Lender at any time, the ratio (expressed as a percentage)
        of such
        Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all
        Lenders at such time.

       

      “Agreement”:
        this
        Credit Agreement.

       

      “Agreement
        Currency”:
        as
        defined in Section 11.18(b).

       

      “Amendment
        and Restatement Agreement”:
        as
        defined in the recitals hereto.

       

      “Applicable
        Creditor”:
        as
        defined in Section 11.18(b).

       

      “Applicable
        Margin”:
        with
        respect to any Loan, a rate per annum equal to the rate determined pursuant
        to
        the Pricing Grid.

       

      “Application”:
        an
        application, in such form as an Issuing Lender may specify from time to time,
        requesting such Issuing Lender to open a Letter of Credit.

       

      “Approved
        Fund”:
        with
        respect to any Lender that is a fund that invests in commercial loans, any
        other
        fund that invests in commercial loans and is managed or advised by the same
        investment advisor as such Lender or by an Affiliate of such investment
        advisor.

       

      “Asset
        Sale”:
        any
        Disposition of Property or series of related Dispositions of Property (excluding
        any such Disposition permitted by clause (a), (b), (c) or (d) of
        Section 8.5) that yields Net Cash Proceeds to any Group Member (valued at
        the initial principal amount thereof in the case of non-cash proceeds consisting
        of notes or other debt securities and valued at fair market value in the
        case of
        other non-cash proceeds) in excess of $5,000,000.

       

      “Assignee”:
        as
        defined in Section 11.6.

       

      “Assignment
        and Assumption”:
        an
        Assignment and Assumption, substantially in the form of
        Exhibit E.

       

      “Available
        Revolving Commitment”:
        as to
        any Revolving Lender under either Revolving Facility at any time, an amount
        equal to the excess, if any, of (a) such Lender’s Revolving Commitment
        under such Revolving Facility then in effect over
        (b) such Lender’s Revolving Extensions of Credit under such Revolving
        Facility then outstanding; provided
        that,
        in

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      calculating
        any Dollar Revolving Lender’s Revolving Extensions of Credit under the Dollar
        Revolving Facility for the purpose of determining such Lender’s Available
        Revolving Commitment under the Dollar Revolving Facility pursuant to
        Section 3.5, the aggregate principal amount of Swingline Loans then
        outstanding shall be deemed to be zero.

       

      “Base
        Rate”:
        for
        any day, a rate per annum (rounded upwards, if necessary, to the next 1/16
        of
        1%) equal to the greater of (a) the Prime Rate in effect on such day and
        (b) the Federal Funds Effective Rate in effect on such day plus
        0.50%.
        For purposes hereof, “Prime
        Rate”
shall
        mean the rate of interest per annum publicly announced from time to time
        by the
        Reference Lender as its prime rate in effect at its principal office in New
        York
        City. Any change in the Base Rate due to a change in the Prime Rate or the
        Federal Funds Effective Rate shall be effective as of the opening of business
        on
        the effective day of such change in the Prime Rate or the Federal Funds
        Effective Rate, respectively.

       

      “Base
        Rate Loans”:
        Loans
        the rate of interest applicable to which is based upon the Base
        Rate.

       

      “Benefitted
        Lender”:
        as
        defined in Section 11.7(a).

       

      “Board”:
        the
        Board of Governors of the Federal Reserve System of the United States (or
        any
        successor).

       

      “Borrower”:
        Scientific Games Corporation, a Delaware corporation.

       

      “Borrowing
        Date”:
        any
        Business Day specified by the Borrower as a date on which the Borrower requests
        the relevant Lenders to make Loans hereunder.

       

      “Business”:
        as
        defined in Section 5.17(b).

       

      “Business
        Day”:
        a day
        other than a Saturday, Sunday or other day on which commercial banks in New
        York
        City are authorized or required by law to close; provided
        that
        (a) when used in connection with a Eurocurrency Loan, the term “Business
        Day” shall also exclude any day on which banks are not open for dealings in
        deposits in the applicable currency in the London interbank market,
        (b) when used in connection with a Multicurrency Revolving Loan denominated
        in a Foreign Currency, the term “Business Day” shall also exclude any day on
        which banks in (i) the jurisdiction of the account to which the proceeds of
        such Loan are to be disbursed and (ii) the jurisdiction in which payments
        of principal of and interest on such Loan are to made are authorized or required
        by law to close and (c) when used in connection with any Loan denominated
        in Euro, the term “Business Day” shall also exclude any day on which the
        Trans-European Automated Real-Time Gross Settlement Express Transfer System
        (TARGET) (or, if such clearing system ceases to be operative, such other
        clearing system (if any) determined by the Administrative Agent to be a suitable
        replacement) is not open for settlement of payment in Euro.

       

      “Calculation
        Date”:
        with
        respect to each Foreign Currency, the fifteenth and last day of each calendar
        month (or, if such day is not a Business Day, the next succeeding
        Business

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      Day),
        provided
        that the
        second Business Day preceding each Borrowing Date with respect to any
        Multicurrency Revolving Loans denominated in a Foreign Currency shall also
        be a
“Calculation Date” with respect to such Foreign Currency.

       

      “Capital
        Expenditures”:
        for
        any period, with respect to any Person, the aggregate of all expenditures
        by
        such Person and its Subsidiaries for (a) the acquisition or leasing
        (pursuant to a capital lease) of fixed or capital assets or additions to
        equipment (including replacements, capitalized repairs and improvements during
        such period) that should be capitalized under GAAP on a consolidated balance
        sheet of such Person and its Subsidiaries, (b) the purchase or development
        of computer software or systems to the extent such expenditures are capitalized
        on the consolidated balance sheet of the Borrower and its Subsidiaries in
        conformity with GAAP and (c) deferred installation costs; provided
        that
        Capital Expenditures shall not include expenditures recorded as consideration
        paid in connection with acquisitions permitted by Section 8.8(k) or any
        other related expenditure made substantially contemporaneously
        therewith.

       

      “Capital
        Lease Obligations”:
        as to
        any Person, the obligations of such Person to pay rent or other amounts under
        any lease of (or other arrangement conveying the right to use) real or personal
        property, or a combination thereof, which obligations are required to be
        classified and accounted for as capital leases on a balance sheet of such
        Person
        under GAAP and, for the purposes of this Agreement, the amount of such
        obligations at any time shall be the capitalized amount thereof at such time
        determined in accordance with GAAP.

       

      “Capital
        Stock”:
        any
        and all shares, interests, participations or other equivalents (however
        designated) of capital stock of a corporation, any and all equivalent ownership
        interests in a Person (other than a corporation) and any and all warrants,
        rights or options to purchase any of the foregoing.

       

      “Cash
        Collateral Account”:
        as
        defined in Section 4.2(e).

       

      “Cash
        Equivalents”:
        (a) marketable direct obligations issued by, or unconditionally guaranteed
        by, the United States government or issued by any agency thereof and backed
        by
        the full faith and credit of the United States, in each case maturing within
        one
        year from the date of acquisition; (b) certificates of deposit, time
        deposits, eurodollar time deposits or overnight bank deposits having maturities
        of six months or less from the date of acquisition issued by any Lender or
        by
        any commercial bank organized under the laws of the United States or any
        state
        thereof having combined capital and surplus of not less than $500,000,000;
        (c) commercial paper of an issuer rated at least A-1 by Standard &
Poor’s Ratings Services (“S&P”)
        or P-1
        by Moody’s Investors Service, Inc. (“Moody’s”),
        or
        carrying an equivalent rating by a nationally recognized rating agency, if
        both
        of the two named rating agencies cease publishing ratings of commercial paper
        issuers generally, and maturing within six months from the date of acquisition;
        (d) repurchase obligations of any Lender or of any commercial bank
        satisfying the requirements of clause (b) of this definition, having a term
        of not more than 30 days, with respect to securities issued or fully
        guaranteed or insured by the United States government; (e) securities with
        maturities of one year or less from the date of acquisition issued or fully
        guaranteed by any state, commonwealth or territory of the United States,
        by any
        political subdivision or taxing authority of any such state, commonwealth
        or
        territory or by any

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      foreign
        government, the securities of which state, commonwealth, territory, political
        subdivision, taxing authority or foreign government (as the case may be)
        are
        rated at least A by S&P or A by Moody’s; (f) securities with maturities
        of six months or less from the date of acquisition backed by standby letters
        of
        credit issued by any Lender or any commercial bank satisfying the requirements
        of clause (b) of this definition; (g) shares of Dollar denominated
        money market mutual or similar funds which invest exclusively in assets
        satisfying the requirements of clauses (a) through (f) of this definition
        or money market funds that (i) comply with the criteria set forth in
        Securities and Exchange Conversion Rule 2a-7 under the Investment Company
        Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and
        (iii) have portfolio assets of at least $5,000,000,000; or (h) in the
        case of Subsidiaries doing business outside of the United States, substantially
        similar investments to those set forth in clauses (a) through (g) above
        denominated in foreign currencies; provided
        that
        references to the United States shall be deemed to mean foreign countries
        having
        a sovereign rating of A or better from either S&P or Moody’s.

       

      “Charges”:
        as
        defined in Section 11.19.

       

      “Class”:
        (a) when used in reference to any Loan or borrowing, refers to whether such
        Loan, or the Loans constituting such borrowing, are Dollar Revolving Loans,
        Multicurrency Revolving Loans, Tranche B Term Loans, Tranche C Term Loans
        or Swingline Loans, (b) when used in reference to any Commitment, refers to
        whether such Commitment is a Dollar Revolving Commitment, Multicurrency
        Revolving Commitment, Tranche B Term Commitment or Tranche C Term
        Commitment and (c) when used in reference to any Lender refers to whether
        such
        Lender is a Dollar Revolving Lender, Multicurrency Revolving Lender, Tranche
        B
        Term Lender or Tranche C Term Lender.

       

      “Code”:
        the
        Internal Revenue Code of 1986, as amended from time to time.

       

      “Collateral”:
        all
        Property of the Loan Parties, now owned or hereafter acquired, upon which
        a Lien
        is purported to be created by any Security Document.

       

      “Commitment”:
        a
        Tranche B Term Commitment, a Tranche C Term Commitment or a Revolving
        Commitment.

       

      “Commitment
        Fee Rate”:
        0.50%
        per annum.

       

      “Commonly
        Controlled Entity”:
        an
        entity, whether or not incorporated, that is under common control with the
        Borrower within the meaning of Section 4001 of ERISA or is part of a group
        that includes the Borrower and that is treated as a single employer under
        Section 414 of the Code.

       

      “Compliance
        Certificate”:
        a
        certificate duly executed by a Responsible Officer substantially in the form
        of
        Exhibit B.

       

      “Conduit
        Lender”:
        any
        special purpose entity organized and administered by any Lender for the purpose
        of making Loans otherwise required to be made by such Lender and designated
        by
        such Lender in a written instrument, subject to the consent of the
        Administrative

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      Agent
        and
        the Borrower (which consent shall not be unreasonably withheld); provided,
        that
        the designation by any Lender of a Conduit Lender shall not relieve the
        designating Lender of any of its obligations to fund a Loan under this Agreement
        if, for any reason, its Conduit Lender fails to fund any such Loan, and the
        designating Lender (and not the Conduit Lender) shall have the sole right
        and
        responsibility to deliver all consents and waivers required or requested
        under
        this Agreement with respect to its Conduit Lender, and provided,
        further,
        that no
        Conduit Lender shall (a) be entitled to receive any greater amount pursuant
        to Section 4.9, 4.10, 4.11 or 11.5 than the designating Lender would have
        been entitled to receive in respect of the extensions of credit made by such
        Conduit Lender or (b) be deemed to have any Commitment.

       

      “Confidential
        Information Memorandum”:
        the
        Confidential Information Memorandum dated December 2004 and furnished to
        the Lenders.

       

      “Consolidated
        EBITDA”:
        for
        any period, Consolidated Net Income for such period plus,
        without
        duplication and to the extent reflected as a charge in the statement of such
        Consolidated Net Income for such period, the sum of (a) income tax expense,
        (b) interest expense, amortization or write-off of debt discount and debt
        issuance costs and commissions, discounts and other fees and charges associated
        with Indebtedness (including the Loans), (c) depreciation and amortization
        expense, (d) amortization of intangibles (including, but not limited to,
        goodwill) and organization costs, (e) the earnout payments with respect to
        the
        Global Draw Acquisition, (f) in the case of the fiscal quarter ended December
        31, 2005, the non-cash expense to discontinue the Supplemental Executive
        Retirement Plan in an amount not exceeding $12,400,000 and (g) any
        extraordinary charges or losses determined in accordance with GAAP and
minus,
        to the
        extent included in the statement of such Consolidated Net Income for such
        period, the sum of (a) interest income and (b) any extraordinary
        income or gains determined in accordance with GAAP. For the purposes of
        calculating Consolidated EBITDA for any period of four consecutive fiscal
        quarters (each, a “Reference
        Period”)
        pursuant to any determination of the Consolidated Leverage Ratio and the
        Consolidated Senior Debt Ratio, (i) if at any time during such Reference
        Period the Borrower or any Subsidiary shall have made any Material Disposition,
        the Consolidated EBITDA for such Reference Period shall be reduced by an
        amount
        equal to the Consolidated EBITDA (if positive) attributable to the property
        that
        is the subject of such Material Disposition for such Reference Period or
        increased by an amount equal to the Consolidated EBITDA (if negative)
        attributable thereto for such Reference Period and (ii) if during such
        Reference Period the Borrower or any Subsidiary shall have made a Material
        Acquisition, Consolidated EBITDA for such Reference Period shall be calculated
        after giving pro forma effect thereto as if such Material Acquisition occurred
        on the first day of such Reference Period; provided
        that in
        the case of the EssNet Acquisition and the Racing Venue Acquisition (when
        consummated), in lieu of the foregoing adjustment in clause (ii) such
        acquisitions shall be deemed to have increased Consolidated EBITDA by $2,200,000
        (in the case of the EssNet Acquisition) or $300,000 (in the case of the Racing
        Venue Acquisition) for each fiscal quarter included in any such Reference
        Period
        referred to in clause (ii). For the purposes of calculating Consolidated
        EBITDA for any Reference Period pursuant to any determination of the
        Consolidated Fixed Charge Coverage Ratio, if at any time during such Reference
        Period the Borrower or any Subsidiary shall have entered into any New Contract,
        New Co-Operative Services Contract or New Pari-Mutuel Contract, the Consolidated
        EBITDA for such Reference

       


      
        
          
          

        

        
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       Period
        shall be calculated after giving pro forma effect thereto as if such contract
        had been entered into on the first day of such Reference Period. As used
        in this
        definition, “Material
        Acquisition”
means
        any acquisition of property or series of related acquisitions of property
        that
        (a) constitutes assets comprising all or substantially all of an operating
        unit of a business or constitutes all or substantially all of the common
        stock
        of a Person and (b) involves the payment of consideration by the Borrower
        and its Subsidiaries in excess of $5,000,000, and in any event shall include
        the
        EssNet Acquisition and the Racing Venue Acquisition; and “Material
        Disposition”
means
        any Disposition of property or series of related Dispositions of property
        that
        yields gross proceeds to the Borrower or any of its Subsidiaries in excess
        of
        $5,000,000.

       

      “Consolidated
        Fixed Charge Coverage Ratio”:
        for
        any period, the ratio of (a) Consolidated EBITDA for such period to
        (b) Consolidated Fixed Charges for such period.

       

      “Consolidated
        Fixed Charges”:
        for
        any period, the sum (without duplication) of (a) Consolidated Interest
        Expense for such period, (b) scheduled payments made during such period on
        account of principal of Indebtedness of the Borrower or any of its Subsidiaries
        (including scheduled principal payments in respect of the Term Loans),
        (c) Capital Expenditures of the Borrower and its Subsidiaries for such
        period and (d) cash taxes actually paid by the Borrower and its
        Subsidiaries during such period.

       

      “Consolidated
        Interest Coverage Ratio”:
        for
        any period, the ratio of (a) Consolidated EBITDA for such period to (b)
        Consolidated Interest Expense for such period.

       

      “Consolidated
        Interest Expense”:
        for
        any period, total cash interest expense (including that attributable to Capital
        Lease Obligations) of the Borrower and its Subsidiaries for such period with
        respect to all outstanding Indebtedness of the Borrower and its Subsidiaries
        (including all commissions, discounts and other fees and charges owed with
        respect to letters of credit and bankers’ acceptance financing and net costs
        under Hedge Agreements in respect of interest rates to the extent such net
        costs
        are allocable to such period in accordance with GAAP and excluding (a) any
        fees
        paid in connection with the EssNet Acquisition and the 2006 Acquisitions
        and (b)
        fees and expenses incurred in connection with the negotiation, preparation
        and
        execution of the Amendment and Restatement Agreement and this Agreement to
        the
        extent such fees are not capitalized and are treated as interest expense
        in
        accordance with GAAP).

       

      “Consolidated
        Leverage Ratio”:
        as of
        the last day of any period, the ratio of (a) Consolidated Total Debt on
        such day to (b) Consolidated EBITDA for the period of four consecutive fiscal
        quarters then ended.

       

      “Consolidated
        Net Income”:
        for
        any period, the consolidated net income (or loss) of the Borrower and its
        Subsidiaries, determined on a consolidated basis in accordance with GAAP,
        provided
        that
        there shall be excluded (a) the income (or deficit) of any Person accrued
        prior to the date it becomes a Subsidiary of the Borrower or is merged into
        or
        consolidated with the Borrower or any of its Subsidiaries, (b) the income
        (or deficit) of any Person (other than a Subsidiary of the Borrower) in which
        the Borrower or any of its Subsidiaries has an ownership interest, except
        to the
        extent that any such income is actually received by the Borrower or such
        Subsidiary in the form of dividends or similar distributions and (c) the
        undistributed earnings of

       


      
        
          
          

        

        
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      any
        Subsidiary of the Borrower to the extent that the declaration or payment
        of
        dividends or similar distributions by such Subsidiary is not at the time
        permitted by the terms of any Contractual Obligation (other than under any
        Loan
        Document) or Requirement of Law applicable to such Subsidiary.

       

      “Consolidated
        Senior Debt”:
        all
        Consolidated Total Debt other than the Senior Subordinated
        Securities.

       

      “Consolidated
        Senior Debt Ratio”:
        as of
        the last day of any period, the ratio of (a) Consolidated Senior Debt on
        such day to (b) Consolidated EBITDA for the period of four consecutive
        fiscal quarters then ended.

       

      “Consolidated
        Total Debt”:
        at any
        date, the aggregate principal amount of all Indebtedness of the Borrower
        and its
        Subsidiaries at such date, determined on a consolidated basis and required
        to be
        reflected on the Borrower’s balance sheet in accordance with GAAP.

       

      “Continuing
        Directors”:
        the
        directors of the Borrower on the Effective Date and each other director,
        if, in
        each case, such other director’s nomination for election to the board of
        directors of the Borrower is recommended by a majority of the then Continuing
        Directors.

       

      “Contractual
        Obligation”:
        as to
        any Person, any provision of any security issued by such Person or of any
        agreement, instrument or other undertaking to which such Person is a party
        or by
        which it or any of its property is bound.

       

      “Conversion
        Date”:
        any
        date on which either (a) an Event of Default under Section 9(f) has
        occurred or (b) the Commitments shall have been terminated prior to the
        Revolving Termination Date and/or the Loans shall have been declared immediately
        due and payable, in either case pursuant to Section 9.

       

      “Convertible
        Debentures Options Transactions”:
        collectively, the transactions in connection with the issuance of the
        Convertible Senior Subordinated Debentures contemplated by (i) the letter
        agreements dated as of December 1, 2004, between the Borrower and each of
        J.P.
        Morgan Securities Inc., as agent for JPMorgan Chase Bank, N.A., London Branch,
        and Bear, Stearns International Limited; (ii) the ISDA confirmations to be
        entered into on or about the Effective Date between the Borrower and each
        of
        J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, N.A., London
        Branch, and Bear, Stearns International Limited and the related deemed 2002
        ISDA
        Master Agreements as referred to therein; (iii) any arrangements substantially
        the same as those referred to above that are entered into in connection with
        the
        exercise of the underwriters’ “green shoe” option in respect of the offering of
        the Convertible Senior Subordinated Debentures; and (iv) any other documents
        relating to the matters referenced in clauses (i), (ii) or (iii)
        above.

       

      “Convertible
        Senior Subordinated Debentures”:
        the
        unsecured Convertible Senior Subordinated Debentures due 2024 of the Borrower
        to
        be issued on or about the Effective Date in an aggregate principal amount
        of
        $250,000,000 plus any amounts issued in connection with

       


      
        
          
          

        

        
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      the
        exercise of any “green shoe” option granted to the underwriters thereof in
        connection with the initial issuance.

       

      “Default”:
        any of
        the events specified in Section 9, whether or not any requirement for the
        giving of notice, the lapse of time, or both, has been satisfied.

       

      “Disposition”:
        with
        respect to any Property, any sale, lease, sale and leaseback, assignment,
        conveyance, transfer or other disposition thereof. The terms “Dispose”
and
        “Disposed
        of”
shall
        have correlative meanings.

       

      “Dollar
        Equivalent”:
        at any
        time as to any amount denominated in a Foreign Currency, the equivalent amount
        in Dollars as determined by the Administrative Agent at such time on the
        basis
        of the Exchange Rate for the purchase of Dollars with such Foreign Currency
        on
        the most recent Calculation Date for such Foreign Currency.

       

      “Dollar
        L/C Obligations”:
        at any
        time, an amount equal to the sum of (a) the aggregate then undrawn and
        unexpired amount of the then outstanding Dollar Letters of Credit and
        (b) the aggregate amount of drawings under Dollar Letters of Credit that
        have not then been reimbursed pursuant to Section 3.11.

       

      “Dollar
        Letters of Credit”:
        as
        defined in Section 3.7(a).

       

      “Dollar
        Revolving Commitment”:
        as to
        any Lender, the obligation of such Lender, if any, to make Dollar Revolving
        Loans and participate in Swingline Loans and Dollar Letters of Credit in
        an
        aggregate principal and/or face amount not to exceed the amount set forth
        under
        the heading “Dollar Revolving Commitment” with respect to such Lender on
        Schedule 2.1 or in the Assignment and Assumption pursuant to which such
        Lender became a party to this Agreement, as the same may be changed from
        time to
        time pursuant to the terms hereof. The original aggregate amount of the Dollar
        Revolving Commitments is $200,000,000.

       

      “Dollar
        Revolving Extensions of Credit”:
        as to
        any Dollar Revolving Lender at any time, an amount equal to the sum of
        (a) the aggregate principal amount of Dollar Revolving Loans held by such
        Lender then outstanding, (b) such Lender’s Dollar Revolving Percentage of
        the Dollar L/C Obligations then outstanding and (c) such Lender’s Dollar
        Revolving Percentage of the aggregate principal amount of Swingline Loans
        then
        outstanding.

       

      “Dollar
        Revolving Facility”:
        the
        credit facility represented by the Dollar Revolving Commitments and Dollar
        Revolving Extensions of Credit.

       

      “Dollar
        Revolving Lender”:
        each
        Lender that has a Dollar Revolving Commitment or any Dollar Revolving Extensions
        of Credit.

       

      “Dollar
        Revolving Loans”:
        as
        defined in Section 3.1(a).

       

      “Dollar
        Revolving Percentage”:
        as to
        any Dollar Revolving Lender at any time, the percentage which such Lender’s
        Dollar Revolving Commitment then constitutes of the Total Dollar Revolving
        Commitments (or, at any time after the Dollar Revolving Commitments
        shall

       


      
        
          
          

        

        
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      have
        expired or terminated, the percentage which such Lender’s Dollar Revolving
        Extensions of Credit then outstanding constitutes of the Total Dollar Revolving
        Extensions of Credit then outstanding of all Dollar Revolving
        Lenders).

       

      “Dollars”
and
        “$”:
        dollars in lawful currency of the United States.

       

      “Domestic
        Subsidiary”:
        any
        Subsidiary of the Borrower organized under the laws of any jurisdiction within
        the United States; provided
        that any
        such Subsidiary that is directly owned by a Foreign Subsidiary shall be deemed
        not to be a “Domestic Subsidiary” (and thus shall be deemed to be a Foreign
        Subsidiary) if and for so long as, in the Borrower’s reasonable judgment, there
        would be any adverse tax consequences to, or otherwise financially
        disadvantageous for, the Borrower and its Subsidiaries if such Subsidiary
        were
        to be treated as a “Domestic Subsidiary” under the Loan Documents.

       

      “Effective
        Date”:
        December 23, 2004, the date on which the conditions specified in
        Section 6.1 of the Existing Credit Agreement were satisfied.

       

      “Environmental
        Laws”:
        any
        and all laws, rules, orders, regulations, statutes, ordinances, codes, decrees,
        binding agreement, judgments, or requirements of any Governmental Authority
        or
        other Requirements of Law (including common law) regulating, relating to,
        or
        imposing liability or standards of conduct concerning pollution or protection
        of
        human health or the environment, as have been, are now, or may at any time
        hereafter be in effect.

       

      “ERISA”:
        the
        Employee Retirement Income Security Act of 1974, as amended from time to
        time.

       

      “EssNet
        Acquisition”:
        the
        purchase by the Borrower of the lottery business of EssNet AB on March 22,
        2006
        pursuant to an Asset Purchase Agreement dated as of January 20,
        2006.

       

      “Eurocurrency
        Base Rate”:
        with
        respect to each day during each Interest Period pertaining to a Eurocurrency
        Loan, the rate per annum determined on the basis of the rate for deposits
        in
        Dollars (or, in the case of a Eurocurrency Loan that is a Multicurrency
        Revolving Loan denominated in a Foreign Currency, the applicable Foreign
        Currency) for a period equal to such Interest Period commencing on the first
        day
        of such Interest Period appearing on Page 3750 (or on the Page for the
        applicable Foreign Currency) of the Telerate screen as of 11:00 A.M.,
        London time, two Business Days prior to the beginning of such Interest Period
        (or, in the case of Eurocurrency Loans denominated in British Pounds Sterling,
        the relevant Page of the Telerate screen as of 11:00 A.M., London time, on
        the first day of such Interest Period). In the event that such rate does
        not
        appear on Page 3750 (or on the Page for the applicable Foreign Currency) of
        the Telerate screen (or otherwise on such screen), the “Eurocurrency Base Rate”
shall be determined by reference to such other comparable publicly available
        service for displaying Eurocurrency rates as may be selected by the
        Administrative Agent or, in the absence of such availability, by reference
        to
        the rate at which the Administrative Agent is offered Dollar deposits (or,
        in
        the case of a Eurocurrency Loan that is a Multicurrency Revolving Loan
        denominated in a Foreign Currency, deposits in the applicable Foreign Currency)
        at or about 11:00 A.M., local

       


      
        
          
          

        

        
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      time,
        two
        Business Days prior to the beginning of such Interest Period in the interbank
        eurocurrency market where its eurocurrency and foreign currency and exchange
        operations are then being conducted for delivery on the first day of such
        Interest Period for the number of days comprised therein.

       

      “Eurocurrency
        Loans”:
        Loans
        the rate of interest applicable to which is based upon the Eurocurrency
        Rate.

       

      “Eurocurrency
        Rate”:
        with
        respect to each day during each Interest Period pertaining to a Eurocurrency
        Loan, a rate per annum determined for such day in accordance with the following
        formula (rounded upward to the nearest 1/100th of 1%):

       

      
        	
                                
                  Eurocurrency Base Rate     
                            
                  

              
	
                1.00
                  - Eurocurrency Reserve Requirements

              


      

      


      “Eurocurrency
        Reserve Requirements”:
        for
        any day as applied to a Eurocurrency Loan, the aggregate (without duplication)
        of the maximum rates (expressed as a decimal fraction) of reserve requirements
        in effect on such day (including any special, supplemental, marginal or
        emergency reserves) under any regulations of the Board or other Governmental
        Authority having jurisdiction with respect thereto dealing with reserve
        requirements prescribed for eurocurrency funding (currently referred to as
        “Eurocurrency liabilities” in Regulation D of the Board) maintained by a
        member bank of the Federal Reserve System. Such reserve requirements shall
        include those imposed pursuant to Regulation D. Eurocurrency Loans shall
        be
        deemed to constitute eurocurrency funding and to be subject to such reserve
        requirements without benefit of or credit for proration, exemptions or offsets
        that may be available from time to time to any Lender under such Regulation
        D or
        any comparable regulation. The Eurocurrency Reserve Requirements shall be
        adjusted automatically on and as of the effective date of any change in any
        reserve requirement.

       

      “Eurocurrency
        Tranche”:
        with
        respect to any Facility, the collective reference to Eurocurrency Loans in
        the
        same currency under such Facility the then current Interest Periods with
        respect
        to all of which begin on the same date and end on the same later date (whether
        or not such Loans shall originally have been made on the same day).

       

      “Event
        of Default”:
        any of
        the events specified in Section 9, provided
        that any
        requirement for the giving of notice, the lapse of time, or both, has been
        satisfied.

       

      “Excess
        Fixed Charge Adjustment”:
        for
        any fiscal quarter of the Borrower ended after the Restatement Effective
        Date,
        if the Consolidated Fixed Charge Coverage Ratio for the period of four
        consecutive fiscal quarters of the Borrower ending at the end of such fiscal
        quarter would be less than 1.00 to 1.00 (after giving effect to the Excess
        Fixed
        Charge Adjustment, if any, for any previous fiscal quarter included in such
        period), an adjustment to reduce the amount of Consolidated Fixed Charges
        for
        such fiscal quarter by such amount as shall be necessary so that, after giving
        effect to such reduction, the Consolidated Fixed Charge Coverage Ratio for
        such
        period equals 1.00 to 1.00; provided
        that no
        Excess Fixed Charge Adjustment shall be permitted for such fiscal quarter
        unless, after giving effect thereto, as of the end of such fiscal

       


      
        
          
          

        

        
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      quarter
        (a) the Excess Fixed Charge Adjustment Balance shall not exceed $50,000,000,
        (b)
        the sum of the Excess Fixed Charge Adjustment Balance plus the aggregate
        amount
        of all Investments in Non-Guarantor Subsidiaries (excluding those attributable
        to consummation of the 2006 Acquisitions and the EssNet Acquisition) pursuant
        to
        Permitted Acquisitions shall not exceed $200,000,000 and (c) the conditions
        set
        forth in sub-clause (ii) of the proviso to clause (k) of Section 8.8 shall
        be
        satisfied as though the amount of such Excess Fixed Charge Adjustment were
        being
        made as an Investment pursuant to a Permitted Acquisition. Any Excess Fixed
        Charge Adjustment made for a fiscal quarter shall apply for any determination
        of
        the Fixed Charge Coverage Ratio for any period that includes such fiscal
        quarter.

       

      “Excess
        Fixed Charge Adjustment Balance”:
        at any
        time, an amount determined as follows: (a) initially, as of the Restatement
        Effective Date, the Excess Fixed Charge Adjustment Balance shall be $0.00,
        (b)
        as of the end of each fiscal quarter for which an Excess Fixed Charge Adjustment
        is made, the Excess Fixed Charge Adjustment Balance shall be increased by
        the
        amount (in Dollars) by which Consolidated Fixed Charges is reduced pursuant
        to
        such Excess Fixed Charge Adjustment and (c) as of the end of each fiscal
        quarter
        of the Borrower, if there is an Excess Fixed Charge Adjustment Balance at
        such
        time and if the Consolidated Fixed Charge Coverage Ratio for the period of
        four
        consecutive fiscal quarters of the Borrower then ended exceeds 1.00 to 1.00,
        then the Excess Fixed Charge Adjustment Balance shall be reduced (but not
        below
        $0.00) by the amount of additional Consolidated Fixed Charges that, if incurred
        during such fiscal quarter, would have resulted in a Consolidated Fixed Charge
        Coverage Ratio for such period equal to 1.00 to 1.00. For purposes of clause
        (c)
        above, if the Excess Fixed Charge Adjustment Balance is reduced pursuant
        to such
        clause as of the end of a fiscal quarter (the “applicable fiscal quarter”),
        then, solely for purposes of determining pursuant to such clause (c) whether
        a
        reduction may be made as of the end of any subsequent fiscal quarter, the
        Borrower shall be deemed to have incurred additional Consolidated Fixed Charges
        during the applicable fiscal quarter in an amount equal to the reduction
        made to
        the Excess Fixed Charge Adjustment Balance as of the end of the applicable
        fiscal quarter, and such additional Consolidated Fixed Charges shall be taken
        into account for purposes of determining the Consolidated Fixed Charge Coverage
        Ratio for any period that includes the applicable fiscal quarter.

       

      “Exchange
        Rate”:
        on any
        day, with respect to any currency (the “specified
        currency”),
        the
        rate at which such specified currency may be exchanged into any other relevant
        currency (the “exchange
        currency”),
        as
        set forth at approximately 11:00 A.M., London time, on such date on the
        Reuters World Currency Page for such currency. In the event that such rate
        does
        not appear on any Reuters World Currency Page, the Exchange Rate shall be
        determined by reference to such other publicly available service for displaying
        exchange rates as may be agreed upon by the Administrative Agent and the
        Borrower, or, in the absence of such agreement, such Exchange Rate shall
        instead
        be the arithmetic average of the spot rates of exchange of the Administrative
        Agent in the market where its foreign currency exchange operations in respect
        of
        such specified currency are then being conducted, at or about 10:00 A.M.,
        local time, on such date for the purchase of such exchange currency with
        the
        relevant specified currency for delivery two Business Days later; provided
        that if
        at the time of any such determination, for any reason, no such spot rate
        is
        being quoted, the Administrative Agent, after consultation with
        the

       


      
        
          
          

        

        
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      Borrower,
        may use any reasonable method it deems appropriate to determine such rate,
        and
        such determination shall be presumed correct absent manifest error.

       

      “Excluded
        Indebtedness”:
        all
        Indebtedness permitted by clauses (a), (b), (c), (d), (e), (f), (g), (h)
        and (i) of Section 8.2.

       

      “Existing
        Credit Agreement”:
        as
        defined in the recitals hereto.

       

      “Existing
        Letters of Credit”:
        the
        letters of credit listed on Schedule 3.7 that are outstanding on the
        Effective Date.

       

      “Existing
        Subordinated Notes”:
        the
        unsecured Senior Subordinated Notes due 2010 of the Borrower issued on August
        14, 2000 pursuant to the indenture dated as of August 14, 2000, as amended
        and
        supplemented.

       

      “Expenditure
        Use Amounts”:
        at any
        date, the amount equal to the sum of all amounts utilized by the Borrower
        and
        its Subsidiaries on and after the Effective Date to make Restricted Payments
        or
        to pay, prepay, repurchase or redeem or otherwise optionally or voluntarily
        defease or segregate funds with respect to Senior Subordinated Securities,
        in
        each case in reliance on the Permitted Expenditure Amount.

       

      “Facility”:
        each
        of (a) the Tranche B Term Commitments and the Tranche B Term Loans made
        thereunder (the “Tranche
        B Term Facility”),
        (b) the Tranche C Term Commitments and the Tranche C Term Loans
        made thereunder (the “Tranche C
        Term Facility”),
        (c)
        the Dollar Revolving Facility and (d) the Multicurrency Revolving
        Facility.

       

      “Federal
        Funds Effective Rate”:
        for
        any day, the weighted average of the rates on overnight federal funds
        transactions with members of the Federal Reserve System arranged by federal
        funds brokers, as published on the next succeeding Business Day by the Federal
        Reserve Bank of New York, or, if such rate is not so published for any day
        that
        is a Business Day, the average of the quotations for the day of such
        transactions received by the Reference Lender from three federal funds brokers
        of recognized standing selected by such Reference Lender.

       

      “Fee
        Payment Date”:
        the
        last day of each March, June, September and December and the last day of
        the
        Revolving Commitment Period (or, in respect of either Class of Revolving
        Commitments, on such earlier date as the Revolving Commitments of such Class
        shall terminate as provided herein).

       

      “Foreign
        Currency”:
        (a) with respect to any Multicurrency Revolving Loan or Multicurrency
        Revolving Letter of Credit, each of British Pounds Sterling, Euro and any
        other
        currency approved by the Multicurrency Revolving Lenders or the relevant
        Issuing
        Lender, as applicable, and the Administrative Agent, provided
        that the
        Eurocurrency Base Rate applicable to Multicurrency Revolving Loans denominated
        in a Foreign Currency approved after the Effective Date may be amended as
        agreed
        by the Multicurrency Revolving Lenders, the Administrative Agent and the
        Borrower and (b) solely with respect to any Multicurrency Revolving Letter
        of Credit issued by JPMorgan Chase Bank, N.A., each of British
        Pounds

       


      
        
          
          

        

        
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      Sterling,
        Euro and Canadian Dollars, and, to the extent available, Chilean Pesos, Swiss
        Francs, New Israeli Shekels, Turkish Liras and Indian Rupees.

       

      “Foreign
        Currency Equivalent”:
        at any
        time as to any amount denominated in Dollars, the equivalent amount in the
        relevant Foreign Currency or Currencies as determined by the Administrative
        Agent at such time on the basis of the Exchange Rate for the purchase of
        such
        Foreign Currency or Currencies with Dollars on the date of determination
        thereof.

       

      “Foreign
        Holdco”:
        as
        defined in Section 8.8(j).

       

      “Foreign
        Holdco Subsidiary”:
        as
        defined in Section 8.8(j).

       

      “Foreign
        Subsidiary”:
        any
        Subsidiary of the Borrower that is not a Domestic Subsidiary.

       

      “Funding
        Office”:
        the
        office of the Administrative Agent specified in Section 11.2, or such other
        office as may be specified from time to time by the Administrative Agent
        as its
        funding office by written notice to the Borrower and the Lenders.

       

      “GAAP”:
        generally accepted accounting principles in the United States as in effect
        from
        time to time. In the event that any Accounting Change (as defined below)
        shall
        occur and such change results in a change in the method of calculation of
        financial covenants, standards or terms in this Agreement, then, at any time,
        the Borrower (by notice to the Administrative Agent) may, or the Administrative
        Agent, the Syndication Agent or the Required Lenders (in each case, by notice
        to
        the Borrower) may, elect to require negotiations in order to amend such
        provisions of this Agreement so as to equitably reflect such Accounting Changes
        with the desired result that the criteria for evaluating the Borrower’s
        financial condition shall be the same after such Accounting Changes as if
        such
        Accounting Changes had not been made. In the event of any such election,
        then,
        until such time as such an amendment shall have been executed and delivered
        by
        the Borrower, Administrative Agent and the Required Lenders (or the electing
        party has rescinded its election), all financial covenants, standards and
        terms
        in this Agreement shall continue to be calculated or construed as if such
        Accounting Changes had not occurred. “Accounting
        Changes”
refers
        to (a) changes in accounting principles required by the promulgation of any
        rule, regulation, pronouncement or opinion by the Financial Accounting Standards
        Board, the Emerging Issues Task Force or, if applicable, the SEC or (b) changes
        in the application of GAAP from the application used in preparation of the
        Borrower’s audited financial statements for its fiscal year ended December 31,
        2003.

       

      “Gaming
        Approval”:
        any
        and all approvals, authorizations, consents, rulings, orders or directives
        of
        any Governmental Authority (i) necessary, as of the Effective Date, to
        enable the Group Members to engage in the lottery, gambling, horse racing
        or
        gaming business or otherwise continue to conduct its business as it is conducted
        on the Effective Date, (ii) that regulates gaming in any jurisdiction in
        which the Group Members conduct gaming activities and has jurisdiction over
        such
        persons (including any successors to any of them) or (iii) necessary, as of
        the Effective Date, to accomplish the transactions contemplated
        hereby.

       


      
        
          
          

        

        
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      “Gaming
        Authority”:
        as to
        any Person, any governmental agency, authority, board, bureau, commission,
        department, office or instrumentality with regulatory, licensing or permitting
        authority or jurisdiction over any gaming business or enterprise or any Gaming
        Facility, or with regulatory, licensing or permitting authority or jurisdiction
        over any gaming operation (or proposed gaming operation) owned, managed or
        operated by any Group Member.

       

      “Gaming
        Facility”:
        as to
        any Person, any lottery operation, gaming establishment and other property
        or
        assets directly ancillary thereto or used in connection therewith, including,
        without limitation, any casinos, hotels, resorts, race tracks, off-track
        wagering sites and other recreation and entertainment facilities owned, managed
        or operated by any Group Member.

       

      “Gaming
        Laws”:
        as to
        any Person, (a) constitutions, treaties, statutes or laws governing Gaming
        Facilities (including, without limitation, pari-mutuel race tracks) and rules,
        regulations, codes and ordinances of, and all administrative or judicial
        orders
        or decrees or other laws pursuant to which, any Gaming Authority possesses
        regulatory, licensing or permit authority over gambling, gaming or Gaming
        Facility activities conducted by any Group Member within its jurisdiction,
        (b) Gaming Approvals and (c) orders, decisions, determinations,
        judgments, awards and decrees of any Gaming Authority.

       

      “Global
        Draw Acquisition”:
        the
        purchase of Global Draw, Ltd, a supplier of fixed odds betting terminals
        and
        systems, and interactive betting systems, and certain related companies from
        Walter Grubmueller and other parties.

       

      “Governmental
        Authority”:
        any
        nation or government, any state or other political subdivision thereof, any
        agency, authority, instrumentality, regulatory body, court, central bank
        or
        other entity exercising executive, legislative, judicial, taxing, regulatory
        or
        administrative functions of or pertaining to government, any securities exchange
        and any self-regulatory organization (including the National Association
        of
        Insurance Commissioners).

       

      “Group
        Members”:
        the
        collective reference to the Borrower and its Subsidiaries.

       

      “Guarantee
        and Collateral Agreement”:
        the
        Guarantee and Collateral Agreement executed and delivered by the Borrower
        and
        each Subsidiary Guarantor, substantially in the form of
        Exhibit A.

       

      “Guarantee
        Obligation”:
        as to
        any Person (the “guaranteeing
        person”),
        any
        obligation of (a) the guaranteeing person or (b) another Person
        (including any bank under any letter of credit) to induce the creation of
        which
        the guaranteeing person has issued a reimbursement, counterindemnity or similar
        obligation, in either case guaranteeing or in effect guaranteeing any
        Indebtedness, leases, dividends or other obligations (the “primary
        obligations”)
        of any
        other third Person (the “primary
        obligor”)
        in any
        manner, whether directly or indirectly, including any obligation of the
        guaranteeing person, whether or not contingent, (i) to purchase any such
        primary obligation or any property constituting direct or indirect security
        therefor, (ii) to advance or supply funds (1) for the purchase or
        payment of any such primary obligation or (2) to maintain working capital
        or equity capital of the primary obligor or otherwise to maintain the net
        worth
        or solvency of the primary obligor, (iii) to purchase property, securities
        or services

       


      
        
          
          

        

        
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      primarily
        for the purpose of assuring the owner of any such primary obligation of the
        ability of the primary obligor to make payment of such primary obligation
        or
        (iv) otherwise to assure or hold harmless the owner of any such primary
        obligation against loss in respect thereof; provided,
        however,
        that
        the term Guarantee Obligation shall not include endorsements of instruments
        for
        deposit or collection in the ordinary course of business. The amount of any
        Guarantee Obligation of any guaranteeing person shall be deemed to be the
        lower
        of (a) an amount equal to the stated or determinable amount of the primary
        obligation in respect of which such Guarantee Obligation is made and
        (b) the maximum amount for which such guaranteeing person may be liable
        pursuant to the terms of the instrument embodying such Guarantee Obligation,
        unless such primary obligation and the maximum amount for which such
        guaranteeing person may be liable are not stated or determinable, in which
        case
        the amount of such Guarantee Obligation shall be such guaranteeing person’s
        maximum reasonably anticipated liability in respect thereof as determined
        by the
        Borrower in good faith.

       

      “Hedge
        Agreements”:
        any
        agreement with respect to any swap, forward, future or derivative transaction
        or
        option or similar agreement involving, or settled by reference to, one or
        more
        rates, currencies, commodities, equity or debt instruments or securities,
        or
        economic, financial or pricing indices or measures of economic, financial
        or
        pricing risk or value or any similar transaction or any combination of these
        transactions; provided
        that no
        phantom stock or similar plan providing for payments only on account of services
        provided by current or former directors, officers, employees or consultants
        of
        the Borrower or the Subsidiaries shall be a Hedge Agreement.

       

      “Indebtedness”:
        of any
        Person at any date, without duplication, (a) all indebtedness of such
        Person for borrowed money, (b) all obligations of such Person for the
        deferred purchase price of property or services (other than current trade
        payables incurred in the ordinary course of such Person’s business),
        (c) all obligations of such Person evidenced by notes, bonds, debentures or
        other similar instruments, (d) all indebtedness created or arising under
        any conditional sale or other title retention agreement with respect to property
        acquired by such Person (even though the rights and remedies of the seller
        or
        lender under such agreement in the event of default are limited to repossession
        or sale of such property), (e) all Capital Lease Obligations of such
        Person, (f) all obligations of such Person, contingent or otherwise, as an
        account party or applicant under or in respect of acceptances, letters of
        credit, surety bonds or similar arrangements, (g) the liquidation value of
        all mandatorily redeemable preferred Capital Stock of such Person, (h) all
        Guarantee Obligations of such Person in respect of obligations of the kind
        referred to in clauses (a) through (g) above and (i) all obligations
        of the kind referred to in clauses (a) through (h) above secured by (or for
        which the holder of such obligation has an existing right, contingent or
        otherwise, to be secured by) any Lien on Property (including accounts and
        contract rights) owned by such Person, whether or not such Person has assumed
        or
        become liable for the payment of such obligation. The Indebtedness of any
        Person
        shall include the Indebtedness of any other entity (including any partnership
        in
        which such Person is a general partner) to the extent such Person is liable
        therefor as a result of such Person’s ownership interest in
        or
        other relationship with such entity, except to the extent the terms of such
        Indebtedness expressly provide that such Person is not liable
        therefor.

       


      
        
          
          

        

        
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      “Indemnified
        Liabilities”:
        as
        defined in Section 11.5.

       

      “Indemnitee”:
        as
        defined in Section 11.5.

       

      “Ineligible
        Assignee”:
        any
        Person that is (a) to the extent required under applicable Gaming Laws, a
        Person who is not registered or licensed with, approved, qualified or found
        suitable by, or has been disapproved, denied a license, qualification or
        approval or found unsuitable (whichever may be required under applicable
        Gaming
        Laws) or (b) a competitor of the Borrower or an affiliate or related entity
        of any such competitor.

       

      “Insolvency”:
        with
        respect to any Multiemployer Plan, the condition that such Plan is insolvent
        within the meaning of Section 4245 of ERISA.

       

      “Insolvent”:
        pertaining to a condition of Insolvency.

       

      “Intellectual
        Property”:
        the
        collective reference to all rights, priorities and privileges relating to
        intellectual property, whether arising under United States, multinational
        or
        foreign laws or otherwise, including copyrights, copyright licenses, patents,
        patent licenses, trademarks, trademark licenses, technology, know-how and
        processes, and all rights to sue at law or in equity for any infringement
        or
        other impairment thereof, including the right to receive all proceeds and
        damages therefrom.

       

      “Interest
        Payment Date”:
        (a) as to any Base Rate Loan (other than a Swingline Loan), the last day of
        each March, June, September and December to occur while such Loan is outstanding
        and the final maturity date of such Loan, (b) as to any Eurocurrency Loan
        having an Interest Period of three months or less, the last day of such Interest
        Period, (c) as to any Eurocurrency Loan having an Interest Period longer
        than three months, each day that is three months, or a whole multiple thereof,
        after the first day of such Interest Period and the last day of such Interest
        Period, (d) as to any Loan (other than any Dollar Revolving Loan that is a
        Base Rate Loan and is prepaid prior to the end of the Revolving Commitment
        Period), the date of any repayment or prepayment made in respect thereof
        and
        (e) as to any Swingline Loan, the day that such Loan is required to be
        repaid.

       

      “Interest
        Period”:
        as to
        any Eurocurrency Loan, (a) initially, the period commencing on the
        borrowing or conversion date, as the case may be, with respect to such
        Eurocurrency Loan and ending one, two, three or six months thereafter, or,
        if
        available from all participating Lenders, nine or 12 months thereafter, as
        selected by the Borrower in its notice of borrowing or notice of conversion,
        as
        the case may be, given with respect thereto; and (b) thereafter, each
        period commencing on the last day of the next preceding Interest Period
        applicable to such Eurocurrency Loan and ending one, two, three or six months
        thereafter, or, if available from all participating Lenders, nine or 12 months
        thereafter, as selected by the Borrower by irrevocable notice to the
        Administrative Agent not later than 11:00 A.M., New York City time, three
        Business Days prior to the last day of the then current Interest Period with
        respect
        thereto; provided
        that all
        of the foregoing provisions relating to Interest Periods are subject to the
        following:

       


      
        
          
          

        

        
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      (i) if
        any
        Interest Period would otherwise end on a day that is not a Business Day,
        such
        Interest Period shall be extended to the next succeeding Business Day unless
        the
        result of such extension would be to carry such Interest Period into another
        calendar month in which event such Interest Period shall end on the immediately
        preceding Business Day;

       

      (ii) the
        Borrower may not select an Interest Period under a particular Facility that
        would extend beyond the Revolving Termination Date (in the case of a Revolving
        Facility) or beyond the date final payment is due on the Tranche B Term Loans,
        as the case may be; and

       

      (iii) any
        Interest Period that begins on the last Business Day of a calendar month
        (or on
        a day for which there is no numerically corresponding day in the calendar
        month
        at the end of such Interest Period) shall end on the last Business Day of
        a
        calendar month.

       

      “Investments”:
        as
        defined in Section 8.8.

       

      “Issuing
        Lender”:
        JPMorgan Chase Bank, N.A., in its capacity as issuer of Letters of Credit
        hereunder, The Bank of New York, in its capacity as issuer of the Existing
        Letters of Credit and other Letters of Credit, and their respective successors
        or any other Revolving Lender under the relevant Revolving Facility from
        time to
        time designated by the Borrower as an Issuing Lender under such Revolving
        Facility with the consent of such Revolving Lender and the Administrative
        Agent.
        An Issuing Lender may, in its discretion, arrange for one or more Letters
        of
        Credit to be issued by Affiliates of such Issuing Lender, in which case the
        term
“Issuing Lender” shall include any such Affiliate with respect to Letters of
        Credit issued by such Affiliate.

       

      “Judgment
        Currency”:
        as
        defined in Section 11.18(b).

       

      “L/C
        Commitment”:
        $200,000,000.

       

      “L/C
        Disbursement”:
        the
        amount of a drawing under a Letter of Credit that has not then been reimbursed
        pursuant to Section 3.11.

       

      “L/C
        Fee Payment Date”:
        the
        last day of each March, June, September and December and the last day of
        the
        Revolving Commitment Period.

       

      “L/C
        Obligations”:
        Dollar
        L/C Obligations and Multicurrency L/C Obligations.

       

      “L/C
        Participants”:
        with
        respect to any Letter of Credit issued under a Revolving Facility or L/C
        Disbursement thereunder, the collective reference to all the Revolving Lenders
        under such Revolving Facility other than the Issuing Lender that issued such
        Letter of Credit.

       

      “Lead
        Arranger”:
        J.P.
        Morgan Securities Inc., in its capacity as lead arranger and bookrunner for
        each
        Facility.

       

      “Lender
        Affiliate”:
        (a) any Affiliate of any Lender, (b) any Person that is administered
        or managed by any Lender and that is engaged in making, purchasing, holding
        or
        otherwise investing in commercial loans and similar extensions of credit
        in the
        ordinary course

      
 

      
        
          
          

        

        
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      of
        its
        business and (c) with respect to any Lender which is a fund that invests in
        commercial loans and similar extensions of credit, any other fund that invests
        in commercial loans and similar extensions of credit and is managed or advised
        by the same investment advisor as such Lender or by an Affiliate of such
        Lender
        or investment advisor.

       

      “Lenders”:
        the
        Persons listed on Schedule 2.1 or 2.1A and any other Person that shall have
        become a party hereto pursuant to an Assignment and Assumption, other than
        any
        such Person that ceases to be a party hereto pursuant to an Assignment and
        Assumption; provided
        that,
        unless the context otherwise requires, each reference herein to the Lenders
        shall be deemed to include any Swingline Lender, Issuing Lender or Conduit
        Lender.

       

      “Letter
        of Credit”:
        a
        Dollar Letter of Credit or a Multicurrency Letter of Credit.

       

      “Lien”:
        any
        mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
        lien (statutory or other), charge or other security interest or any preference,
        priority or other security agreement or preferential arrangement of any kind
        or
        nature whatsoever (including any conditional sale or other title retention
        agreement and any capital lease having substantially the same economic effect
        as
        any of the foregoing).

       

      “Loan”:
        any
        loan made by any Lender pursuant to this Agreement.

       

      “Loan
        Documents”:
        this
        Agreement, the Security Documents, the Notes and the Amendment and Restatement
        Agreement.

       

      “Loan
        Parties”:
        each
        Group Member that is a party to a Loan Document.

       

      “Majority
        Facility Lenders”:
        with
        respect to any Facility, the holders of more than 50% of the aggregate unpaid
        principal amount of the Tranche B Term Loans, Tranche C Term Loans or the
        Total Revolving Extensions of Credit, as the case may be, outstanding under
        such
        Facility (or, (a) in the case of a Revolving Facility, prior to any termination
        of the Revolving Commitments thereunder, the holders of more than 50% of
        the
        Total Revolving Commitments thereunder or (b) in the case of the Tranche C
        Term Facility, prior to any termination of the Tranche C Term Commitments
        thereunder, the holders of more than 50% of the Tranche C Term Commitments
        thereunder).

       

      “Material
        Adverse Effect”:
        a
        material adverse effect on (a) the business, assets, property, condition
        (financial or otherwise), results of operations or prospects of the Borrower
        and
        its Subsidiaries, taken as a whole or (b) the validity or enforceability of
        this Agreement or any of the other Loan Documents or the rights or remedies
        of
        the Agents or the Lenders hereunder or thereunder.

       

      “Material
        Contract”:
        each
        contract of the Group Members described on Schedule 5.23.

       

      “Material
        Indebtedness”:
        Indebtedness (other than the Loans and Letters of Credit), or obligations
        in
        respect of one or more Hedge Agreements, of the Borrower or
        any

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
 

      Subsidiary
        in an aggregate principal amount exceeding $5,000,000. For purposes of
        determining Material Indebtedness, the “principal amount” of the obligations of
        the Borrower or any Subsidiary in respect of any Hedge Agreement at any time
        shall be the maximum aggregate amount (giving effect to any netting agreements)
        that the Borrower or such Subsidiary would be required to pay if such Hedge
        Agreement were terminated at such time.

       

      “Materials
        of Environmental Concern”:
        any
        gasoline or petroleum (including crude oil or any fraction thereof) or petroleum
        products, asbestos or asbestos-containing material, polychlorinated biphenyls,
        urea-formaldehyde insulation, any hazardous or toxic substances, materials
        or
        wastes, defined as such or regulated pursuant to any applicable Environmental
        Laws, and any other substances that could reasonably be expected to result
        in
        liability under any applicable Environmental Laws.

       

      “Maximum
        Rate”:
        as
        defined in Section 11.19.

       

      “Mortgaged
        Properties”:
        the
        real properties listed on Schedule 1.1(a), as to which the Administrative
        Agent for the benefit of the Lenders shall be granted a Lien pursuant to
        the
        Mortgages.

       

      “Mortgages”:
        each
        of the mortgages and deeds of trust, as applicable, made by any Loan Party
        in
        favor of, or for the benefit of, the Administrative Agent for the benefit
        of the
        Lenders, substantially in the form of Exhibit D (with such changes thereto
        as shall be advisable under the law of the jurisdiction in which such mortgage
        or deed of trust is to be recorded).

       

      “Multicurrency
        L/C Obligations”:
        at any
        time, an amount equal to the sum of (a) the aggregate then undrawn and
        unexpired amount of the then outstanding Multicurrency Letters of Credit
        (including the Dollar Equivalent of Multicurrency Letters of Credit issued
        in
        Foreign Currencies) and (b) the aggregate amount of drawings under Multicurrency
        Letters of Credit (including the Dollar Equivalent of Multicurrency Letters
        of
        Credit issued in Foreign Currencies to the extent such amounts have not been
        converted to Dollars in accordance with the terms hereof) that have not then
        been reimbursed pursuant to Section 3.11.

       

      “Multicurrency
        Letters of Credit”:
        as
        defined in Section 3.7(a).

       

      “Multicurrency
        Revolving Commitment”:
        as to
        any Multicurrency Revolving Lender, the obligation of such Lender, if any,
        to
        make Multicurrency Revolving Loans and participate in Multicurrency Letters
        of
        Credit in an aggregate principal and/or face amount (based on Dollar
        Equivalents, in the case of amounts denominated in Foreign Currencies) not
        to
        exceed the amount set forth under the heading “Multicurrency Revolving
        Commitment” with respect to such Lender on Schedule 2.1 or in the
        Assignment and Assumption pursuant to which such Lender became a party to
        this
        Agreement, as the same may be changed from time to time pursuant to the terms
        hereof. The aggregate amount of the Multicurrency Revolving Commitments on
        the
        Restatement Effective Date is $100,000,000.

       

      “Multicurrency
        Revolving Extensions of Credit”:
        as to
        any Multicurrency Revolving Lender at any time, an amount equal to the sum
        of
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      of
        all
        Multicurrency Revolving Loans denominated in Dollars held by such Lender
        then
        outstanding, (b) such Lender’s Multicurrency Revolving Percentage of the
        Multicurrency L/C Obligations then outstanding and (c) such Lender’s
        Multicurrency Revolving Percentage of the Dollar Equivalent of the aggregate
        principal amount of Multicurrency Revolving Loans denominated in Foreign
        Currencies then outstanding.

       

      “Multicurrency
        Revolving Facility”:
        the
        credit facility represented by the Multicurrency Revolving Commitments and
        the
        Multicurrency Revolving Extensions of Credit.

       

      “Multicurrency
        Revolving Lender”:
        each
        Lender that has a Multicurrency Revolving Commitment or any Multicurrency
        Revolving Extensions of Credit.

       

      “Multicurrency
        Revolving Loans”:
        as
        defined in Section 3.1(a).

       

      “Multicurrency
        Revolving Percentage”:
        as to
        any Multicurrency Revolving Lender at any time, the percentage which such
        Lender’s Multicurrency Revolving Commitment then constitutes of the Total
        Multicurrency Revolving Commitments (or, at any time after the Multicurrency
        Revolving Commitments shall have expired or terminated, the percentage which
        the
        aggregate principal amount of such Lender’s Multicurrency Revolving Extensions
        of Credit then outstanding constitutes of the Total Multicurrency Revolving
        Extensions of Credit then outstanding of all Multicurrency Revolving
        Lenders).

       

      “Multiemployer
        Plan”:
        a Plan
        that is a multiemployer plan as defined in Section 4001(a)(3) of
        ERISA.

       

      “Net
        Cash Proceeds”:
        (a) in connection with any Asset Sale or any Recovery Event, the proceeds
        thereof in the form of cash and Cash Equivalents (including any such proceeds
        received by way of deferred payment of principal pursuant to a note or
        installment receivable or purchase price adjustment receivable or by the
        Disposition of any non-cash consideration received in connection therewith
        or
        otherwise, but only as and when received) of such Asset Sale or Recovery
        Event,
        net of attorneys’ fees, accountants’ fees, investment banking fees, brokers’
fees, amounts required to be applied to the repayment of Indebtedness secured
        by
        a Lien expressly permitted hereunder on any asset that is the subject of
        such
        Asset Sale or Recovery Event (other than any Lien pursuant to a Security
        Document) and other customary fees and expenses actually incurred in connection
        therewith and net of taxes paid or reasonably estimated to be payable as
        a
        result thereof (after taking into account any available tax credits or
        deductions and any tax sharing arrangements) and (b) in connection with any
        issuance or sale of Capital Stock or any incurrence of Indebtedness, the
        cash
        proceeds received from such issuance or incurrence, net of attorneys’ fees,
        investment banking fees, accountants’ fees, underwriting discounts and
        commissions and other customary fees and expenses actually incurred in
        connection therewith.

       

      “New
        Co-Operative Services Contract”:
        any
        new contract relating to the establishment and operation of a co-operative
        service instant ticket lottery with a customer for whom neither the Borrower
        nor
        any of its Subsidiaries operated a

       


      
        
          
          

        

        
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      co-operative
        service instant ticket lottery on or prior to the date such contract is entered
        into or any new contract relating to a co-operative service instant ticket
        lottery with an existing customer of the Borrower or any of its Subsidiaries
        that was entered into in accordance with normal jurisdictional laws regarding
        “request for proposal” procedures, provided
        that
        such contract shall cease to be a New Co-Operative Services Contract on the
        date
        on which the Borrower or such Subsidiary commences “commercial operations” under
        such contract.

       

      “New
        On-Line Contract”:
        any
        new contract relating to the establishment and operation of an on-line lottery
        system with a customer for whom neither the Borrower nor any of its Subsidiaries
        operated an on-line lottery system on or prior to the date such contract
        is
        entered into or any new contract relating to an on-line lottery system with
        an
        existing customer of the Borrower or any of its Subsidiaries that was entered
        into in accordance with normal jurisdictional laws regarding “request for
        proposal” procedures; provided
        that,
        such contract shall cease to be a New On-Line Contract on the date on which
        the
        Borrower or such Subsidiary commences “commercial operations” under such
        contract.

       

      “New
        Pari-Mutuel Contract”:
        a new
        contract relating to the establishment and operation of a pari-mutuel wagering
        system at a horse track, dog track or off-track betting facility where neither
        the Borrower nor any of its Subsidiaries previously operated a pari-mutuel
        wagering system, provided
        that
        such contract shall cease to be a New Pari-Mutuel Contract on the date on
        which
        the Borrower or such Subsidiary commences “commercial operations” under such
        contract.

       

      “Non-Excluded
        Taxes”:
        as
        defined in Section 4.10(a).

       

      “Non-Guarantor
        Subsidiary”:
        any
        Subsidiary that is not a Subsidiary Guarantor.

       

      “Non-U.S.
        Lender”:
        as
        defined in Section 4.10(d).

       

      “Notes”:
        the
        collective reference to any promissory note evidencing Loans.

       

      “Obligations”:
        the
        unpaid principal of and interest on (including interest accruing after the
        maturity of the Loans and Reimbursement Obligations and interest accruing
        after
        the filing of any petition in bankruptcy, or the commencement of any insolvency,
        reorganization or like proceeding, relating to the Borrower, whether or not
        a
        claim for post-filing or post-petition interest is allowed in such proceeding)
        the Loans and all other obligations and liabilities of the Borrower to any
        Agent
        or to any Lender (or, in the case of Specified Hedge Agreements, any affiliate
        of any Lender or any counterparty to a Specified Hedge Agreement set forth
        on
        Schedule 1.1(b)), whether direct or indirect, absolute or contingent, due
        or to become due, or now existing or hereafter incurred, which may arise
        under,
        out of, or in connection with, this Agreement, any other Loan Document, the
        Letters of Credit, any Specified Hedge Agreement or any other document made,
        delivered or given in connection herewith or therewith, whether on account
        of
        principal, interest, reimbursement obligations, fees, indemnities, costs,
        expenses (including all fees, charges and disbursements of counsel to any
        Agent
        or to any Lender that are required to be paid by the Borrower pursuant to
        this
        Agreement) or otherwise; provided
        that
        (i) obligations of the Borrower or any Subsidiary under any Specified Hedge
        Agreement shall be secured and guaranteed pursuant to the Security Documents
        only to the extent that, and for so

       


      
        
          
          

        

        
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      long
        as,
        the other Obligations are so secured and guaranteed and (ii) any release of
        Collateral or Subsidiary Guarantors effected in the manner permitted by this
        Agreement shall not require the consent of holders of obligations under
        Specified Hedge Agreements.

       

      “Other
        Taxes”:
        any
        and all present or future stamp or documentary taxes or any other excise
        or
        property taxes, charges or similar levies arising from any payment made
        hereunder or from the execution, delivery or enforcement of, or otherwise
        with
        respect to, this Agreement or any other Loan Document.

       

      “Participant”:
        as
        defined in Section 11.6(c).

       

      “PBGC”:
        the
        Pension Benefit Guaranty Corporation established pursuant to Subtitle A of
        Title IV of ERISA (or any successor).

       

      “Perfection
        Certificate”:
        as
        defined in the Guarantee and Collateral Agreement.

       

      “Permitted
        Acquisition”:
        as to
        any Person, (a) the acquisition by such Person of the Capital Stock of
        another Person which is primarily engaged in the same or related line of
        business of the Borrower and its Subsidiaries (or any other Person that is
        engaged in a business that is a reasonable extension of the business of the
        Borrower and its Subsidiaries and that utilizes the same or similar technology
        as that used by the Borrower and its Subsidiaries immediately prior to such
        acquisition) so long as following such acquisition such other Person becomes
        a
        Subsidiary of such Person or (b) the acquisition by such Person of all or
        substantially all of the assets of another Person or all or substantially
        all of
        the assets constituting a division or business unit of another
        Person.

       

      “Permitted
        Additional Subordinated Debt”:
        Indebtedness in respect of unsecured subordinated debt issued by the Borrower;
        provided
        that
        (a) such subordinated Indebtedness matures no earlier than, and does not
        require any scheduled payment of principal prior to, the scheduled maturity
        of
        the Senior Subordinated Notes, (b) the terms and conditions of such
        subordinated Indebtedness (other than interest rates and redemption premiums,
        which shall be based on market conditions at the time of issuance), including,
        without limitation, the subordination provisions thereof, shall be no less
        favorable to the Lenders and the Loan Parties than those of the Senior
        Subordinated Notes, (c) such Indebtedness shall not be subject to any Guarantee
        Obligation other than Guarantee Obligations of Subsidiary Guarantors that
        are
        subordinated to the same extent as the obligations of the Borrower in respect
        of
        such Indebtedness, (d) the Borrower shall be in compliance with the covenants
        set forth in Section 8.1 as of the last day of the most recently ended
        fiscal quarter of the Borrower for which financial statements are available
        at
        the time of issuance of such Indebtedness, determined on a pro forma basis
        as
        though (i) such issuance of subordinated Indebtedness, and any other incurrence
        or repayment of long-term Indebtedness subsequent to the end of such fiscal
        quarter, had occurred on the last day of such fiscal quarter, for purposes
        Sections 8.1(a) and (c), (ii) such issuance of subordinated Indebtedness,
        and any other issuance of Permitted Additional Subordinated Debt issued
        subsequent to the end of such fiscal quarter, had occurred on the first day
        of
        the period of four consecutive fiscal quarters ended on the last day of such
        fiscal quarter, for purposes of Sections 8.1(b) and (d), and (iii) any
        Material Acquisition, Material Disposition, New On-Line

       


      
        
          
          

        

        
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      Contract,
        New Co-Operative Services Contract or New Pari-Mutuel Contract made or entered
        into (or being made or entered into in connection which such issuance of
        subordinated Indebtedness) subsequent to the end of such fiscal quarter had
        been
        made or entered into immediately prior to the end of such fiscal quarter,
        for
        purposes of calculating Consolidated EBITDA, and (e) the Borrower shall
        have delivered to the Administrative Agent, at least five Business Days prior
        to
        the issuance of such subordinated Indebtedness, a description of the terms
        and
        conditions of such subordinated Indebtedness and calculations demonstrating
        compliance with clause (d) above, in each case certified by a financial
        officer of the Borrower.

       

      “Permitted
        Expenditure Amount”:
        at any
        date, the amount equal to (a) the sum of (i) (A) 50% of the amount of
        Consolidated Net Income for each quarterly
        period ended after the Effective Date for which financial statements have
        been
        delivered pursuant to Section 7.1
        to the
        extent the Consolidated Net Income for such period is positive less
        (B) 100% of the amount
        of
        Consolidated Net Income for each quarterly period ended after the Effective
        Date
        for which financial statements have been delivered pursuant to Section 7.1
        to the extent the Consolidated Net Income for such period is negative (in
        no
        event shall the amount in this clause (i) be less than zero); (ii) (A)
        100% of the Net Cash Proceeds received by the Borrower from the sale of Capital
        Stock of the Borrower (other than to a Group Member) during the period beginning
        on the Effective Date and ending on such date less (B) any amounts required
        to
        be applied to prepay the Loans
        pursuant to Section 4.2(a);
        and
        (iii) $5,000,000,
        minus
        (b) the aggregate amount of Expenditure Use Amounts as of such date.


       

      “Person”:
        an
        individual, partnership, corporation, limited liability company, business
        trust,
        joint stock company, trust, unincorporated association, joint venture,
        Governmental Authority or other entity of whatever nature.

       

      “Plan”:
        at a
        particular time, any employee benefit plan that is covered by ERISA and in
        respect of which the Borrower or a Commonly Controlled Entity is (or, if
        such
        plan were terminated at such time, would under Section 4069 of ERISA be
        deemed to be) an “employer” as defined in Section 3(5) of
        ERISA.

       

      “Pricing
        Grid”:
        the
        pricing grid attached to this Agreement as Annex A.

       

      “Prior
        Credit Agreement”:
        the
        Amended and Restated Credit Agreement, dated as of November 6, 2003 (as amended,
        supplemented or otherwise modified prior to the Effective Date), among the
        Borrower, the several banks and other financial institutions from time to
        time
        parties thereto, Bear, Stearns & Co. Inc., as sole lead arranger and sole
        bookrunner, Deutsche Bank Securities Inc. and Credit Suisse First Boston,
        as
        co-arrangers and co-documentation agents, Bear Stearns Corporate Lending
        Inc.,
        as syndication agent, and The Bank of New York, as administrative
        agent.

       

      “Projections”:
        as
        defined in Section 7.2(c).

       

      
        “Property”:
          any
          right or interest in or to property of any kind whatsoever, whether real,
          personal or mixed and whether tangible or intangible, including, without
          limitation, Capital Stock.

      

       


      
        
          
          

        

        
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      “Racing
        Venue Acquisition”:
        the
        purchase of assets by the Borrower of a domestic parimutuel business (identified
        to the Administrative Agent prior to the Restatement Effective Date) from
        a
        limited partnership on terms and conditions satisfactory to the
        Borrower.

       

      “Recovery
        Event”:
        any
        settlement of or payment in respect of any property or casualty insurance
        claim
        or any condemnation proceeding relating to any asset of any Group
        Member.

       

      “Reference
        Lender”:
        JPMorgan Chase Bank, N.A.

       

      “Refunded
        Swingline Loans”:
        as
        defined in Section 3.4.

       

      “Refunding
        Date”:
        as
        defined in Section 3.4.

       

      “Register”:
        as
        defined in Section 11.6.

       

      “Regulation
        U”:
        Regulation U of the Board as in effect from time to time.

       

      “Reimbursement
        Obligation”:
        the
        obligation of the Borrower to reimburse each Issuing Lender pursuant to
        Section 3.11 for amounts drawn under Letters of Credit issued by such
        Issuing Lender.

       

      “Reinvestment
        Deferred Amount”:
        with
        respect to any Reinvestment Event, the aggregate Net Cash Proceeds received
        by
        any Group Member in connection therewith that are not applied to prepay the
        Term
        Loans pursuant to Section 4.2(c) as a result of the delivery of a
        Reinvestment Notice.

       

      “Reinvestment
        Event”:
        any
        Asset Sale or Recovery Event in respect of which the Borrower has delivered
        a
        Reinvestment Notice.

       

      “Reinvestment
        Notice”:
        a
        written notice executed by a Responsible Officer stating that no Event of
        Default has occurred and is continuing and that the Borrower (directly or
        indirectly through a Subsidiary) intends and expects to use all or a specified
        portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to make
        a
        Permitted Acquisition or to acquire or repair fixed or capital assets or
        develop
        software useful in its business, provided
        that the
        cost of any such software development is capitalized on the Borrower’s balance
        sheet in accordance with GAAP.

       

      “Reinvestment
        Prepayment Amount”:
        with
        respect to any Reinvestment Event, the Reinvestment Deferred Amount relating
        thereto less any amount expended prior to the relevant Reinvestment Prepayment
        Date to make a Permitted Acquisition or to acquire or repair fixed or capital
        assets or develop software useful in its business, provided
        that the
        cost of any such
        software development is capitalized on the Borrower’s balance sheet in
        accordance with GAAP.

       


      
        
          
          

        

        
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      “Reinvestment
        Prepayment Date”:
        with
        respect to any Reinvestment Event, the earlier of (a) the date occurring
        twelve months after such Reinvestment Event and (b) the date on which the
        Borrower shall have determined not to, or shall have otherwise ceased to,
        acquire or repair fixed or capital assets or develop software useful in its
        business or make a Permitted Acquisition with all or any portion of the relevant
        Reinvestment Deferred Amount.

       

      “Related
        Parties”:
        with
        respect to any specified Person, such Person’s Affiliates and the respective
        directors, officers, employees, agents, and advisors and trustees of such
        Person
        and such Person’s Affiliates.

       

      “Reorganization”:
        with
        respect to any Multiemployer Plan, the condition that such plan is in
        reorganization within the meaning of Section 4241 of ERISA.

       

      “Reportable
        Event”:
        any of
        the events set forth in Section 4043(c) of ERISA, other than those events
        as to which the 30 day notice period is waived under subsections .27,
        .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

       

      “Required
        Lenders”:
        at any
        time, the holders of more than 50% of the sum of (a) the aggregate unpaid
        principal amount of the Tranche B Term Loans then outstanding, (b) the aggregate
        unpaid principal amount of the Tranche C Term Loans then outstanding (or,
        prior to the making of such Tranche C Term Loans, the aggregate amount of
        Tranche C Term Commitments then in effect) and (c) the Total Revolving
        Commitments then in effect (and, if the Revolving Commitments under a Revolving
        Facility have been terminated, the Total Revolving Extensions of Credit under
        such Revolving Facility then outstanding).

       

      “Requirement
        of Law”:
        as to
        any Person, the Certificate of Incorporation and By-Laws or other organizational
        or governing documents of such Person, and any law, treaty, rule or regulation
        or determination of an arbitrator or a court or other Governmental Authority,
        in
        each case applicable to or binding upon such Person or any of its property
        or to
        which such Person or any of its property is subject.

       

      “Reset
        Date”:
        as
        defined in Section 4.16(a).

       

      “Responsible
        Officer”:
        the
        chief executive officer, president, general counsel, chief financial officer
        or
        the treasurer of the Borrower, but in any event, with respect to financial
        matters, the chief financial officer or the treasurer of the
        Borrower.

       

      “Restatement
        Effective Date”:
        as
        defined in the Amendment and Restatement Agreement.

       

      “Restatement
        Transactions”:
        collectively: (a) the execution, delivery and performance by the Borrower
        of the Amendment and Restatement Agreement and the consummation of the
        transactions contemplated thereby, including the borrowing of the Tranche C
        Term Loans and the application of the proceeds thereof and the increase of
        the
        Multicurrency Revolving Commitments and (b) the transactions referred to in
        clauses (c), (d) and (f) of the definition of “Transactions”.

       


      
        
          
          

        

        
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      “Restricted
        Payment”:
        any
        dividend or other distribution (whether in cash, securities or other property)
        with respect to any Capital Stock of the Borrower or any Subsidiary, or any
        payment (whether in cash, securities or other property), including any sinking
        fund or similar deposit, on account of the purchase, redemption, retirement,
        acquisition, cancellation or termination of any such Capital Stock of the
        Borrower or any Subsidiary or any option, warrant or other right to acquire
        any
        such Capital Stock of the Borrower or any Subsidiary.

       

      “Revolving
        Commitment”:
        a
        Dollar Revolving Commitment or a Multicurrency Revolving
        Commitment.

       

      “Revolving
        Commitment Period”:
        the
        period from and including the Effective Date to the Revolving Termination
        Date.

       

      “Revolving
        Extensions of Credit”:
        Dollar
        Revolving Extensions of Credit or Multicurrency Revolving Extensions of Credit
        (or both), as applicable.

       

      “Revolving
        Facility”:
        the
        Dollar Revolving Facility or the Multicurrency Revolving Facility.

       

      “Revolving
        Lender”:
        a
        Dollar Revolving Lender or a Multicurrency Revolving Lender.

       

      “Revolving
        Loan”:
        a
        Dollar Revolving Loan or a Multicurrency Revolving Loan.

       

      “Revolving
        Percentage”:
        a
        Dollar Revolving Percentage or a Multicurrency Revolving Percentage, as
        applicable.

       

      “Revolving
        Termination Date”:
        December 23, 2009.

       

      “SEC”:
        the
        Securities and Exchange Commission, any successor thereto and any analogous
        Governmental Authority.

       

      “Secured
        Surety Bond:”
as
        defined in Section 8.3(q). 

       

      “Security
        Documents”:
        the
        collective reference to the Guarantee and Collateral Agreement, the Mortgages
        and all other security documents hereafter delivered to the Administrative
        Agent
        granting a Lien on any property of any Person to secure the obligations and
        liabilities of any Loan Party under any Loan Document.

       

      “Senior
        Subordinated Notes”:
        the
        unsecured Senior Subordinated Notes due 2012 of the Borrower to be issued
        on or
        about the Effective Date in an aggregate principal amount of
        $200,000,000.

       

      
        “Senior
          Subordinated Securities”:
          (a)
          the Existing Subordinated Notes, (b) the Senior Subordinated Notes, (c) the
          Convertible Senior Subordinated Debentures and (d) any Permitted Additional
          Subordinated Debt.

      


      
        
          
          

        

        
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      “Senior
        Subordinated Securities Indentures”:
        the
        indentures entered into by the Borrower and certain of its Subsidiaries in
        connection with the issuance of the Senior Subordinated Securities, together
        with all instruments and other agreements entered into by the Borrower or
        such
        Subsidiaries in connection therewith.

       

      “Single
        Employer Plan”:
        any
        Plan that is covered by Title IV of ERISA, but that is not a Multiemployer
        Plan.

       

      “Solvent”:
        when
        used with respect to any Person, means that, as of any date of determination,
        (a) the amount of the “present fair saleable value” of the assets of such
        Person will, as of such date, exceed the amount of all “liabilities of such
        Person, contingent or otherwise”, as of such date, as such quoted terms are
        determined in accordance with applicable federal and state laws governing
        determinations of the insolvency of debtors, (b) the present fair saleable
        value of the assets of such Person will, as of such date, be greater than
        the
        amount that will be required to pay the liability of such Person on its debts
        as
        such debts become absolute and matured, (c) such Person will not have, as
        of such date, an unreasonably small amount of capital with which to conduct
        its
        business, and (d) such Person will be able to pay its debts as they mature.
        For purposes of this definition, (i) “debt” means liability on a “claim”,
        and (ii) “claim” means any (x) right to payment, whether or not such a
        right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
        matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured
        or (y) right to an equitable remedy for breach of performance if such
        breach gives rise to a right to payment, whether or not such right to an
        equitable remedy is reduced to judgment, fixed, contingent, matured or
        unmatured, disputed, undisputed, secured or unsecured.

       

      “Specified
        Change of Control”:
        a
“Change
        of Control”
(or
        any
        other defined term having a similar purpose) as defined in any of the Senior
        Subordinated Securities Indentures.

       

      “Specified
        Hedge Agreement”:
        any
        Hedge Agreement (a) entered into by (i) the Borrower or any of its
        Subsidiaries and (ii) any Person that was a Lender or any affiliate thereof
        at the time such Hedge Agreement was entered into, as counterparty and
        (b) that has been designated by such Person or affiliate, as the case may
        be, and the Borrower, by notice to the Administrative Agent, as a Specified
        Hedge Agreement, and any other Hedge Agreements listed on Schedule 1.1(b)
        without giving effect to any extension of the termination or maturity date
        thereof. The designation of any Hedge Agreement as a Specified Hedge Agreement
        shall not create in favor of the Agent, such Person or affiliate thereof
        that is
        a party thereto any rights in connection with the management or release of
        any
        Collateral or of the obligations of any Subsidiary Guarantor under the Guarantee
        and Collateral Agreement. 

       

      “Subject
        Properties”:
        as
        defined in Section 5.17(a).

       

      “Subsidiary”:
        as to
        any Person, (a) a corporation, partnership, limited liability company or
        other entity of which shares of stock or other ownership interests having
        ordinary voting power (other than stock or such other ownership interests
        having
        such power only by reason of the happening of a contingency) to elect a majority
        of the board of directors or other managers of such corporation, partnership
        or
        other entity are at the time owned, or the


      
        
          
          

        

        
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      management
        of which is otherwise controlled, directly or indirectly through one or more
        intermediaries, or both, by such Person and (b) any other Person the accounts
        of
        which are required to be consolidated with those of such Person in such Person’s
        consolidated financial statements in accordance with GAAP if prepared at
        the
        date of determination. Unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a direct or
        indirect Subsidiary or Subsidiaries of the Borrower.

       

      “Subsidiary
        Guarantor”:
        a
        Subsidiary that (i) is a Domestic Subsidiary that is a Wholly Owned Subsidiary,
        (ii) provides a guarantee of any Indebtedness of the Borrower (other than
        the Loans) or any other Subsidiary Guarantor that is a Domestic Subsidiary
        if
        the aggregate principal amount of all such Indebtedness of the Borrower and
        such
        Subsidiary Guarantors guaranteed by such Subsidiary exceeds $5,000,000, or
        (iii) becomes a party to the Loan Documents pursuant to
        Section 7.9(c).

       

      “Swingline
        Commitment”:
        the
        obligation of the Swingline Lender to make Swingline Loans pursuant to
        Section 3.3 in an aggregate principal amount at any one time outstanding
        not to exceed $20,000,000.

       

      “Swingline
        Lender”:
        JPMorgan Chase Bank, N.A., in its capacity as the lender of Swingline
        Loans.

       

      “Swingline
        Loans”:
        as
        defined in Section 3.3.

       

      “Swingline
        Participation Amount”:
        as
        defined in Section 3.4.

       

      “Syndication
        Agent”:
        Bear
        Stearns Corporate Lending Inc., in its capacity as syndication agent for
        each
        Facility.

       

      “Tender
        Offer”:
        the
        offer to repurchase and related consent solicitation in respect of the Existing
        Subordinated Notes pursuant to the terms of the Offer to Purchase and
        Solicitation of Consents dated November 24, 2004.

       

      “Term
        Loan Maturity Date”:
        December 23, 2009.

       

      “Term
        Loan”:
        a
        Tranche B Term Loan or a Tranche C Term Loan.

       

      “Title
        Policy”:
        with
        respect to each Mortgaged Property, a mortgagee’s title insurance policy (or
        policies) or marked up unconditional binder for such insurance.

       

      “Total
        Dollar Revolving Commitments”:
        at any
        time, the aggregate amount of the Dollar Revolving Commitments of all the
        Dollar
        Revolving Lenders.

       

      
        “Total
          Dollar Revolving Extensions of Credit”:
          at any
          time, the aggregate amount of the Dollar Revolving Extensions of Credit
          of the
          Dollar Revolving Lenders outstanding at such time.

      

       

      
 

      
        
          
          

        

        
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      “Total
        Multicurrency Revolving Commitments”:
        at any
        time, the aggregate amount of the Multicurrency Revolving Commitments of
        all the
        Multicurrency Revolving Lenders.

       

      “Total
        Multicurrency Revolving Extensions of Credit”:
        at any
        time, the aggregate amount of the Multicurrency Revolving Extensions of Credit
        of the Multicurrency Revolving Lenders outstanding at such time.

       

      “Total
        Revolving Commitments”:
        the
        Total Dollar Revolving Commitments or Total Multicurrency Revolving Commitments
        (or both), as the context requires.

       

      “Total
        Revolving Extensions of Credit”:
        at any
        time, the Total Dollar Revolving Extensions of Credit or the Total Multicurrency
        Revolving Extensions of Credit (or both), as the context requires.

       

      “Tranche
        B Term Commitment”:
        as to
        any Lender, the obligation of such Lender, if any, to make a Tranche B Term
        Loan
        to the Borrower hereunder in a principal amount not to exceed the amount
        set
        forth under the heading “Tranche B Term Commitment” with respect to such
        Lender on Schedule 2.1. The original aggregate amount of the Tranche B Term
        Commitments is $100,000,000.

       

      “Tranche
        B Term Lender”:
        each
        Lender that has a Tranche B Term Commitment or that holds a Tranche B Term
        Loan.

       

      “Tranche
        B Term Loan”:
        a Loan
        made on the Effective Date pursuant to Section 2.1 of the Existing Credit
        Agreement.

       

      “Tranche
        B Term Percentage”:
        the
        percentage which the aggregate principal amount of such Lender’s Tranche B Term
        Loans then outstanding constitutes of the aggregate principal amount of the
        Tranche B Term Loans then outstanding.

       

      “Tranche C
        Term Commitment”:
        as to
        any Lender, the obligation of such Lender, if any, to make a Tranche C Term
        Loan to the Borrower hereunder in a principal amount not to exceed the amount
        set forth with respect to such Lender on Schedule 2.1A or in the Assignment
        and Assumption pursuant to which such Lender became a party to this Agreement,
        as the same may be changed from time to time pursuant to the terms hereof.
        The
        original aggregate amount of the Tranche C Term Commitments is
        $100,000,000.

       

      “Tranche C
        Term Lender”:
        each
        Lender that has a Tranche C Term Commitment or that holds a Tranche C
        Term Loan.

       

      “Tranche C
        Term Loan”:
        as
        defined in Section 2.1.

       

      
        “Tranche C
          Term Percentage”:
          as to
          any Tranche C Term Lender at any time, the percentage which such Lender’s
          Tranche C Term Commitment then constitutes of the aggregate Tranche C
          Term Commitments (or, at any time after the borrowing of the Tranche C Term
          Loans, the percentage which the aggregate principal amount of such Lender’s
          Tranche C Term Loans then outstanding constitutes of the aggregate
          principal amount of the Tranche C Term Loans then
          outstanding).

      


      
        
          
          

        

        
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      “Transactions”:
        collectively, (a) the issuance of the Senior Subordinated Notes, (b) the
        issuance of the Convertible Senior Subordinated Debentures, (c) the
        execution, delivery and performance by each Loan Party of the Loan Documents
        to
        which it is or is to be a party, (d) the borrowing of Loans and the use of
        the
        proceeds thereof, including the repayment in full of all obligations under
        and
        termination of the Prior Credit Agreement on the Effective Date, (e) the
        consummation of the Tender Offer, (f) the issuance of Letters of Credit,
        (g) the consummation of the Convertible Debentures Options Transactions,
        (h) the
        consummation of the transactions contemplated by any of the foregoing and
        (i)
        the payment of fees and expenses in connection with the foregoing. 

       

      “Transfer
        Transactions”:
        collectively, (a) the transfer by Scientific Games Online Entertainment
        Systems, Inc., a Delaware corporation and a Subsidiary Guarantor (“OES”),
        to
        Scientific Games Holdings Limited, a company limited by shares registered
        in
        Ireland and a Non-Guarantor Subsidiary (“SGHL”),
        of
        100% of its ownership in the foreign contracts and intellectual property
        described on Schedule 1.1(c) in exchange for a promissory note issued by
        SGHL
        (the “Initial
        Note”);
        (b)
        after the completion of the transaction described in clause (a) of this
        definition, the transfer by SGHL to Scientific Games Worldwide Limited, a
        company limited by shares registered in Ireland and a Non-Guarantor Subsidiary
        (“SGWL”),
        of
        the foreign contracts described on Schedule 1.1(c) as a result of which the
        Initial Note will be cancelled and exchanged for promissory notes issued
        by SGHL
        and SGWL in favor of OES in an aggregate principal amount of $1,500,000;
        (c) the
        transfer by the Borrower to SGHL of 100% of the issued and outstanding Capital
        Stock of Scientific Games Chile Limitada, a Chilean limited company and a
        Non-Guarantor Subsidiary (“SG
        Chile”);
        and
        (d) the distribution by Scientific Games Finance Corporation, a Delaware
        corporation and Subsidiary Guarantor (“SGFC”),
        to
        the Borrower of the promissory notes issued by SG Chile described on Schedule
        1.1(c), which promissory notes the Borrower will subsequently transfer to
        SGHL.

       

      “Transferee”:
        any
        Assignee or Participant.

       

      “2006
        Acquisitions”:
        the
        Global Draw Acquisition and the Racing Venue Acquisition.

       

      “Type”:
        as to
        any Loan, its nature as a Base Rate Loan or a Eurocurrency Loan.

       

      “United
        States”:
        the
        United States of America.

       

      “Wholly
        Owned Subsidiary”:
        as to
        any Person, any other Person all of the Capital Stock of which (other than
        directors’ qualifying shares required by law) is owned by such Person directly
        and/or through other Wholly Owned Subsidiaries.

       

      
        1.2.
          Other Definitional Provisions.
          (a)
          Unless
          otherwise specified therein, all terms defined in this Agreement shall
          have the
          defined meanings when used in the other Loan Documents or any certificate
          or
          other document made or delivered pursuant hereto or thereto.

      

       


      
        
          
          

        

        
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      (b)
        As
        used herein and in the other Loan Documents, and any certificate or other
        document made or delivered pursuant hereto or thereto, (i) all terms of an
        accounting or financial nature, to the extent not defined, shall have the
        respective meanings given to them under GAAP, (ii) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without
        limitation”, (iii) the word “incur” shall be construed to mean incur,
        create, issue, assume, become liable in respect of or suffer to exist (and
        the
        words “incurred” and “incurrence” shall have correlative meanings),
        (iv) the words “asset” and “property” shall be construed to have the same
        meaning and effect and to refer to any and all tangible and intangible assets
        and properties, including cash, Capital Stock, securities, revenues, accounts,
        leasehold interests and contract rights, (v) the word “will” shall be
        construed to have the same meaning and effect as the word “shall” and
        (vi) references to agreements or other Contractual Obligations shall,
        unless otherwise specified, be deemed to refer to such agreements or Contractual
        Obligations as amended, supplemented, restated or otherwise modified from
        time
        to time (subject to any applicable restrictions hereunder).

       

      (c)
        The
        words “hereof”, “herein” and “hereunder” and words of similar import when used
        in this Agreement shall refer to this Agreement as a whole and not to any
        particular provision of this Agreement, and Section, Schedule and Exhibit
        references are to this Agreement unless otherwise specified.

       

      (d)
        The
        meanings given to terms defined herein shall be equally applicable to both
        the
        singular and plural forms of such terms. Whenever the context may require,
        any
        pronoun shall include the corresponding masculine, feminine and neutral
        forms.

       

      (e)
        Any
        reference to any Person shall be construed to include such Person’s successors
        and assigns.

       

      1.3. Currency
        Conversion.
        (a)
        If
        more
        than one currency or currency unit are at the same time recognized by the
        central bank of any country as the lawful currency of that country, then
        (i) any reference in the Loan Documents to, and any obligations arising
        under the Loan Documents in, the currency of that country shall be translated
        into or paid in the currency or currency unit of that country designated
        by the
        Administrative Agent and (ii) any translation from one currency or currency
        unit to another shall be at the official rate of exchange recognized by the
        central bank for conversion of that currency or currency unit into the other,
        rounded up or down by the Administrative Agent as it deems
        appropriate.

       

      (b)
        If a
        change in any currency of a country occurs, this Agreement shall be amended
        (and
        each party hereto agrees to enter into any supplemental agreement necessary
        to
        effect any such amendment) to the extent that the Administrative Agent
        determines such amendment to be necessary to reflect the change in currency
        and
        to put the Lenders in the same position, so far as possible, that they would
        have been in if no change in currency had occurred.

       

       


      
        
          
          

        

        
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      SECTION
        2. AMOUNT AND TERMS OF TRANCHE C TERM COMMITMENTS
        AND TERM
        LOANS

       

      2.1. Tranche
        C Term Commitments;
        Tranche B Term Loans.
        (a)
        Subject
        to the terms and conditions hereof, each Tranche C Term Lender severally
        agrees to make a term loan denominated in Dollars (a “Tranche
        C Term Loan”)
        to the
        Borrower, on a single date during the period from and including the Restatement
        Effective Date and ending on and including the day two months after the
        Restatement Effective Date, in an amount not to exceed the amount of the
        Tranche C Term Commitment of such Lender. The Tranche C Term
        Commitments shall terminate on the earlier of the Borrowing Date of the
        Tranche C Term Loans (after giving effect to the borrowing thereof) or at
        the close of business on the date that is two months after the Restatement
        Effective Date. The Tranche C Term Loans may from time to time be
        Eurocurrency Loans or Base Rate Loans, as determined by the Borrower and
        notified to the Administrative Agent in accordance with
        Section 4.3. 

       

      (b)
        The
        Tranche B Term Loans made pursuant to the Existing Credit Agreement that
        are outstanding on the Restatement Effective Date remain outstanding hereunder.
        The Tranche B Term Commitments have terminated. The Tranche B Term
        Loans may from time to time be Eurocurrency Loans or Base Rate Loans, as
        determined by the Borrower and notified to the Administrative Agent in
        accordance with Section 4.3.

       

      2.2. Procedure
        for Tranche C Term Loan Borrowing.  The
        Borrower shall give the Administrative Agent irrevocable notice (which notice
        must be received by the Administrative Agent prior to 12:00 Noon, New York
        City time, (a) one Business Day prior to the requested Borrowing Date, if
        all
        requested Loans are to be made as Base Rate Loans, for (b) three Business
        Days
        prior to the requested Borrowing Date, if any of the requested Loans are
        to be
        Eurocurrency Loans) requesting that the Tranche C Term Lenders make the Tranche
        C Term Loans and specifying (i) the amount and Type of Tranche C Term Loans
        to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of
        Eurocurrency Loans, the length of the Interest Period therefor. Upon receipt
        of
        such notice the Administrative Agent shall promptly notify each Tranche C
        Term
        Lender thereof. Not later than 12:00 Noon, New York City time, on the
        requested Borrowing Date each Tranche C Term Lender shall make available
        to the
        Administrative Agent at the Funding Office an amount in immediately available
        funds equal to the Tranche C Term Loan or Tranche C Term Loans to be made
        by
        such Lender. The Administrative Agent shall credit the account of the Borrower
        on the books of such office of the Administrative Agent with the aggregate
        of
        the amounts made available to the Administrative Agent by the Tranche C Term
        Lenders in immediately available funds.

       

      2.3. Repayment
        of Term Loans.
        (a)
        The
        Tranche B Term Loan of each Lender shall be repaid by the Borrower in
        20 consecutive quarterly installments, commencing on March 31, 2005,
        each of which shall be in an amount equal to the product of (i) such
        Lender’s Tranche B Term Percentage multiplied
        by
        (ii) an amount equal to the aggregate amount of Tranche B Term Loans
        outstanding on the Effective Date multiplied
        by
        (iii) the percentage set forth below opposite such
        installment:

       

      
        	
                Installment

              	
                Percentage
                  of

                Principal
                  Amount

              
	
                March
                  31, 2005

              	
                0.25%

              
	
                June
                  30, 2005

              	
                0.25%

              
	
                September
                  30, 2005

              	
                0.25%

              
	
                December
                  31, 2005

              	
                0.25%

              
	
                March 31,
                  2006

              	
                0.25%

              
	
                June 30,
                  2006

              	
                0.25%

              
	
                September
                  30, 2006

              	
                0.25%

              
	
                December
                  31, 2006

              	
                0.25%

              
	
                March 31,
                  2007

              	
                0.25%

              
	
                June
                  30, 2007

              	
                0.25%

              
	
                September
                  30, 2007

              	
                0.25%

              
	
                December 31,
                  2007

              	
                0.25%

              
	
                March 31,
                  2008

              	
                0.25%

              
	
                June 30,
                  2008

              	
                0.25%

              
	
                September
                  30, 2008

              	
                0.25%

              
	
                December 31,
                  2008

              	
                0.25%

              
	
                March 31,
                  2009

              	
                0.25%

              
	
                June 30,
                  2009

              	
                0.25%

              
	
                September
                  30, 2009

              	
                0.25%

              
	
                Term
                  Loan Maturity Date

              	
                95.25%

              
	 	 


      

      (b)
        The
        Tranche C Term Loan of each Lender shall be repaid by the Borrower in
        quarterly installments on March 31, June 30, September 30 and
        December 31 of each year, commencing on the first such date that occurs
        after the Borrowing Date for the Tranche C Term Loans, each of which shall
        be in an amount equal to the product of (i) such Lender’s Tranche C
        Term Percentage multiplied
        by
        (ii) an amount equal to the aggregate amount of Tranche C Term Loans
        made on the Borrowing Date therefor multiplied
        by
        (iii) 0.25%; provided
        that the
        last such installment shall be due on the Term Loan Maturity Date in an amount
        equal to the remaining principal amount of Tranche C Term Loans.


       

      2.4. Incremental
        Term Loans.
        The
        Borrower may at any time or from time to time, by notice to the Administrative
        Agent (whereupon the Administrative Agent shall promptly deliver a copy to
        each
        of the Lenders), request one or more additional tranches of term loans (the
        “Incremental
        Term Loans”);
        provided
        that (i)
        both at the time of any such request and upon the effectiveness of any
        Incremental Term Loan Amendment referred to below, no Default or Event of
        Default shall exist and, at the time that any such Incremental Term Loan
        is made
        (and after giving effect thereto), no Default or Event of Default shall exist
        and (ii) the Borrower shall be in compliance with Section 8.1 and the
        Consolidated Senior Debt Ratio and the Consolidated Leverage Ratio shall
        be at
        least 0.25 below the then current level required by Section 8.1, determined
        on a pro forma basis as if such Incremental Term Loans had been outstanding
        on
        the last day of the most recent fiscal quarter for testing compliance therewith
        (and, as applicable, as if such Incremental Term Loans had been outstanding
        during the period of four consecutive

       

       


      
        
          
          

        

        
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      fiscal
        quarters then ended). Each tranche of Incremental Term Loans shall be in
        an
        aggregate principal amount that is not less than $25,000,000 (or, if less,
        the
        remaining unused amount of the total Incremental Term Loans permitted hereby).
        The Incremental Term Loans (a) shall be in an aggregate principal amount
        not
        exceeding $100,000,000, (b) shall rank pari passu
        in right
        of payment and of security with the Revolving Loans and the Term Loans, (c)
        shall not mature earlier than the Term Loan Maturity Date (but may, subject
        to
        clause (d) below, have amortization prior to such date), (d) shall not have
        a
        weighted average life that is shorter than the remaining weighted average
        life
        of the Term Loans, and (e) except as set forth above, shall be treated
        substantially the same as (and in any event no more favorably than) the Term
        Loans (in each case, including with respect to mandatory and voluntary
        prepayments); provided
        that
        (i) the terms and conditions applicable to Incremental Term Loans maturing
        after the Term Loan Maturity Date may provide for material additional or
        different financial or other covenants or prepayment requirements applicable
        only during periods after the Term Loan Maturity Date and (ii) the Incremental
        Term Loans may be priced differently than the Term Loans. Each notice shall
        set
        forth the requested amount and proposed terms of the relevant Incremental
        Term
        Loans. Each existing Lender shall be afforded the opportunity, but shall
        not be
        required, to provide a ratable share (including a share of any Incremental
        Term
        Loans not subscribed to by other existing Lenders) of any Incremental Term
        Loans. In the event that existing Lenders provide commitments in an aggregate
        amount less than the total amount of the Incremental Term Loans requested
        by the
        Borrower, the Borrower may arrange for one or more banks or other financial
        institutions (any such bank or other financial institution being called an
        “Additional
        Lender”)
        to
        extend commitments to provide Incremental Term Loans in an aggregate amount
        equal to the unsubscribed amount. Commitments in respect of Incremental Term
        Loans shall become Commitments under this Agreement pursuant to an amendment
        (an
“Incremental
        Term Loan Amendment”)
        to
        this Agreement and, as appropriate, the other Loan Documents, executed by
        the
        Borrower, each Lender agreeing to provide such Commitment, if any, each
        Additional Lender, if any, and the Administrative Agent. The Incremental
        Term
        Loan Amendment may, without the consent of any other Lenders, effect such
        amendments to this Agreement and the other Loan Documents as may be necessary
        or
        appropriate, in the reasonable opinion of the Administrative Agent, to effect
        the provisions of this Section. The effectiveness of any Incremental Term
        Loan
        Amendment shall be subject to the satisfaction on the date thereof of each
        of
        the conditions set forth in Section 6.2 (it being understood that all
        references to the date of “any extension of credit” in such Section 6.2
        shall be deemed to refer to the effective date of such Incremental Term Loan
        Amendment) and such other conditions as the parties thereto shall agree.
        No
        Lender shall be obligated to provide any Incremental Term Loans, unless it
        so
        agrees.

       

      2.5. Commitment
        Fees.
        The
        Borrower agrees to pay to the Administrative Agent for the account of each
        Tranche C Term Lender a commitment fee for the period from and including
        the Restatement Effective Date to but excluding the date of termination of
        the
        Tranche C Term Commitments, computed at the rate of 0.25% per annum on the
        average daily amount of the Tranche C Term Commitment of such Lender during
        such period, payable in full on the earlier of the Borrowing Date for the
        Tranche C Term Loans or the date of termination of the Tranche C Term
        Commitments.

       

       


      
        
          
          

        

        
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       SECTION
        3. AMOUNT
        AND TERMS OF REVOLVING COMMITMENTS

       

      3.1. Revolving
        Commitments.
        (a)
        Subject
        to the terms and conditions hereof, each Dollar Revolving Lender severally
        agrees to make revolving credit loans denominated in Dollars (“Dollar
        Revolving Loans”)
        to the
        Borrower from time to time during the Revolving Commitment Period in an
        aggregate principal amount at any one time outstanding which, when added
        to such
        Lender’s Dollar Revolving Percentage of the sum of (i) the Dollar L/C
        Obligations then outstanding and (ii) the aggregate principal amount of the
        Swingline Loans then outstanding, does not exceed the amount of such Lender’s
        Dollar Revolving Commitment. Subject to the terms and conditions hereof,
        each
        Multicurrency Revolving Lender severally agrees to make revolving credit
        loans
        denominated in Dollars or a Foreign Currency (“Multicurrency
        Revolving Loans”)
        to the
        Borrower from time to time during the Revolving Commitment Period in an
        aggregate principal amount at any one time outstanding which, when added
        to such
        Lender’s Multicurrency Revolving Percentage of the Multicurrency L/C Obligations
        then outstanding, does not exceed the amount of such Lender’s Multicurrency
        Revolving Commitment. Notwithstanding anything to the contrary contained
        in this
        Agreement, in no event may Revolving Loans be borrowed under a Revolving
        Facility if, after giving effect thereto (and to any concurrent repayment
        or
        prepayment of Revolving Loans), the Total Revolving Extensions of Credit
        under
        such Revolving Facility would exceed the Total Revolving Commitments at such
        time under such Revolving Facility. During the Revolving Commitment Period,
        the
        Borrower may use the Revolving Commitments by borrowing, prepaying and
        reborrowing the Revolving Loans under the relevant Revolving Facility, in
        whole
        or in part, all in accordance with the terms and conditions hereof. The
        Revolving Loans may from time to time be Eurocurrency Loans or Base Rate
        Loans,
        as determined by the Borrower and notified to the Administrative Agent in
        accordance with Sections 3.2 and 4.3; provided
        that
        Multicurrency Revolving Loans denominated in a Foreign Currency may only
        be
        Eurocurrency Loans.

       

      (b)
        The
        Borrower shall repay all outstanding Revolving Loans on the Revolving
        Termination Date.

       

      3.2. Procedure
        for Revolving Loan Borrowing.
        (a)
        The
        Borrower may borrow under Section 3.1 during the Revolving Commitment
        Period on any Business Day, provided
        that the
        Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing
        Request”)
        by
        telephone (which notice must be received by the Administrative Agent prior
        to
        12:00 Noon, New York City time (or, in the case of a Multicurrency Revolving
        Loan denominated in a Foreign Currency, 12:00 Noon, London time), (a) three
        Business Days prior to the requested Borrowing Date, in the case of Eurocurrency
        Loans, or (b) one Business Day prior to the requested Borrowing Date, in
        the
        case of Base Rate Loans), specifying (i) whether the requested borrowing
        is a
        borrowing under the Dollar Revolving Facility or the Multicurrency Revolving
        Facility, provided
        that
        Revolving Loans denominated in a Foreign Currency may only be borrowed under
        the
        Multicurrency Revolving Facility, (ii) the amount and Type of Revolving Loans
        to
        be borrowed, (iii) the requested Borrowing Date, (iv) in the case of
        Eurocurrency Loans, the respective amounts of each such Type of Revolving
        Loan,
        the respective currency therefor and the respective lengths of the initial
        Interest Period therefor, and (v) the location and number of the Borrower’s
        account to which funds are to be distributed. Such telephonic
        request

       

       


      
        
          
          

        

        
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      shall
        be
        confirmed promptly by hand delivery or telecopy to the Administrative Agent
        of a
        written Borrowing Request in a form approved by the Administrative Agent
        and
        signed by the Borrower.

       

      (b)
        Each
        borrowing under a Revolving Facility shall be in an amount equal to (x) in
        the
        case of Base Rate Loans, $1,000,000 or a whole multiple of $100,000 in excess
        thereof (or, if the then aggregate Available Revolving Commitments under
        the
        relevant Revolving Facility are less than $100,000, such lesser amount),
        (y) in
        the case of Eurocurrency Loans denominated in Dollars, $3,000,000 or a whole
        multiple of $500,000 in excess thereof or (z) in the case of Multicurrency
        Revolving Loans denominated in a Foreign Currency, the Foreign Currency
        Equivalent of $3,000,000 or a whole multiple of $1,000,000 in excess thereof;
        provided
        that the
        Swingline Lender may request, on behalf of the Borrower, borrowings under
        the
        Dollar Revolving Commitments that are Base Rate Loans in other amounts pursuant
        to Section 3.4.

       

      (c)
        Upon
        receipt of any such Borrowing Request from the Borrower, the Administrative
        Agent shall promptly notify each applicable Revolving Lender of the requested
        currency and aggregate amount (in both the requested currency and Dollars)
        of
        such borrowing. Each Revolving Lender will make the amount of its pro rata
        share
        of each such borrowing, which shall be based on its Revolving Percentage
        under
        the relevant Revolving Facility, as applicable, available to the Administrative
        Agent for the account of the Borrower (i) in the case of Dollars, at the
        Funding Office prior to 12:00 Noon, New York City time, on the Borrowing
        Date
        requested by the Borrower in funds immediately available to the Administrative
        Agent or (ii) in the case of a Foreign Currency, by wire transfer prior to
        11:00 A.M., London time, on the Borrowing Date requested by the Borrower
        to the
        account of the Administrative Agent most recently designated by it for such
        purposes by notice to the Multicurrency Revolving Lenders in immediately
        available funds. Such borrowing will then be made available to the Borrower
        by
        the Administrative Agent crediting the account of the Borrower, (i) in the
        case of Dollars, on the books of such Funding Office, or (ii) in the case
        of a
        Foreign Currency, in accordance with instructions provided by the Borrower,
        in
        each case with the aggregate of the amounts made available to the Administrative
        Agent by the Revolving Lenders and in like funds as received by the
        Administrative Agent.

       

      3.3. Swingline
        Commitment.
        (a)
        Subject
        to the terms and conditions hereof, the Swingline Lender agrees to make a
        portion of the credit otherwise available to the Borrower under the Dollar
        Revolving Commitments from time to time during the Revolving Commitment Period
        by making swing line loans denominated in Dollars (“Swingline
        Loans”)
        to the
        Borrower; provided
        that
        (i) the aggregate principal amount of Swingline Loans outstanding at any
        time shall not exceed the Swingline Commitment then in effect (notwithstanding
        that the Swingline Loans outstanding at any time, when aggregated with the
        Swingline Lender’s other outstanding Dollar Revolving Extensions of Credit
        hereunder, may exceed the Swingline Commitment then in effect), (ii) the
        Borrower shall not request, and the Swingline Lender shall not make, any
        Swingline Loan if, after giving effect to the making of such Swingline Loan,
        the
        aggregate amount of the Available Revolving Commitments under the Dollar
        Revolving Facility would be less than zero and (iii) the Swingline Lender
        shall not be required to make a Swingline Loan to

       

       


      
        
          
          

        

        
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      refinance
        an existing Swingline Loan. During the Revolving Commitment Period, the Borrower
        may use the Swingline Commitment by borrowing, repaying and reborrowing,
        all in
        accordance with the terms and conditions hereof. Swingline Loans shall be
        Base
        Rate Loans only.

       

      (b)
        The
        Borrower shall repay to the Swingline Lender the then unpaid principal amount
        of
        each Swingline Loan on the earlier of the Revolving Termination Date and
        the
        30th day after such Swingline Loan is made; provided
        that,
        during each calendar month, there shall be at least two consecutive Business
        Days during which the outstanding balance of the Swingline Loans shall be
        zero.

       

      3.4. Procedure
        for Swingline Borrowing; Refunding of Swingline Loans.
        (a)
        Whenever
        the Borrower desires that the Swingline Lender make Swingline Loans it shall
        give the Swingline Lender irrevocable telephonic notice confirmed promptly
        in
        writing (which telephonic notice must be received by the Swingline Lender
        not
        later than 1:00 P.M., New York City time, on the proposed Borrowing Date),
        specifying (i) the amount to be borrowed and (ii) the requested
        Borrowing Date (which shall be a Business Day during the Revolving Commitment
        Period). Each borrowing under the Swingline Commitment shall be in an amount
        equal to $250,000 or a whole multiple of $100,000 in excess thereof. Not
        later
        than 3:00 P.M., New York City time, on the Borrowing Date specified in a
        notice in respect of Swingline Loans, the Swingline Lender shall make available
        to the Administrative Agent at the Funding Office an amount in immediately
        available funds equal to the amount of the Swingline Loan to be made by the
        Swingline Lender. The Administrative Agent shall make the proceeds of such
        Swingline Loan available to the Borrower on such Borrowing Date by depositing
        such proceeds in the account of the Borrower with the Administrative Agent
        on
        such Borrowing Date in immediately available funds.

       

      (b)
        The
        Swingline Lender, at any time and from time to time in its sole and absolute
        discretion may, on behalf of the Borrower (which hereby irrevocably directs
        the
        Swingline Lender to act on its behalf), on one Business Day’s notice given by
        the Swingline Lender no later than 12:00 Noon, New York City time, request
        each Dollar Revolving Lender to make, and each Dollar Revolving Lender hereby
        agrees to make, a Dollar Revolving Loan, in an amount equal to such Lender’s
        Dollar Revolving Percentage of the aggregate amount of the Swingline Loans
        (the
“Refunded
        Swingline Loans”)
        outstanding on the date of such notice, to repay the Swingline Lender. Each
        Dollar Revolving Lender shall make the amount of such Dollar Revolving Loan
        available to the Administrative Agent at the Funding Office in immediately
        available funds, not later than 10:00 A.M., New York City time, one
        Business Day after the date of such notice. The proceeds of such Dollar
        Revolving Loans shall be immediately made available by the Administrative
        Agent
        to the Swingline Lender for application by the Swingline Lender to the repayment
        of the Refunded Swingline Loans. The Borrower irrevocably authorizes the
        Swingline Lender to charge the Borrower’s accounts with the Administrative Agent
        (up to the amount available in each such account) in order to immediately
        pay
        the amount of such Refunded Swingline Loans to the extent amounts received
        from
        the Dollar Revolving Lenders are not sufficient to repay in full such Refunded
        Swingline Loans.

       

       


      
        
          
          

        

        
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      (c)
        If
        prior to the time a Dollar Revolving Loan would have otherwise been made
        pursuant to Section 3.4(b), one of the events described in
        Section 9(f) shall have occurred and be continuing with respect to the
        Borrower or if for any other reason, as determined by the Swingline Lender
        in
        its sole discretion, Dollar Revolving Loans may not be made as contemplated
        by
        Section 3.4(b), each Dollar Revolving Lender shall, on the date such Dollar
        Revolving Loan was to have been made pursuant to the notice referred to in
        Section 3.4(b) (the “Refunding
        Date”),
        purchase for cash an undivided participating interest in the then outstanding
        Swingline Loans by paying to the Swingline Lender an amount (the “Swingline
        Participation Amount”)
        equal
        to (i) such Lender’s Dollar Revolving Percentage times
        (ii) the sum of the aggregate principal amount of Swingline Loans then
        outstanding that were to have been repaid with such Dollar Revolving
        Loans.

       

      (d)
        Whenever, at any time after the Swingline Lender has received from any Dollar
        Revolving Lender such Lender’s Swingline Participation Amount, the Swingline
        Lender receives any payment on account of the Swingline Loans, the Swingline
        Lender will distribute to such Lender its Swingline Participation Amount
        (appropriately adjusted, in the case of interest payments, to reflect the
        period
        of time during which such Lender’s participating interest was outstanding and
        funded and, in the case of principal and interest payments, to reflect such
        Lender’s pro rata
        portion
        of such payment if such payment is not sufficient to pay the principal of
        and
        interest on all Swingline Loans then due); provided,
        however,
        that in
        the event that such payment received by the Swingline Lender is required
        to be
        returned, such Dollar Revolving Lender will return to the Swingline Lender
        any
        portion thereof previously distributed to it by the Swingline
        Lender.

       

      (e)
        Each
        Dollar Revolving Lender’s obligation to make the Loans referred to in
        Section 3.4(b) and to purchase participating interests pursuant to
        Section 3.4(c) shall be absolute and unconditional and shall not be
        affected by any circumstance, including (i) any setoff, counterclaim,
        recoupment, defense or other right that such Dollar Revolving Lender or the
        Borrower may have against the Swingline Lender, the Borrower or any other
        Person
        for any reason whatsoever; (ii) the occurrence or continuance of a Default
        or an Event of Default or the failure to satisfy any of the other conditions
        specified in Section 6; (iii) any adverse change in the condition
        (financial or otherwise) of the Borrower; (iv) any breach of this Agreement
        or any other Loan Document by the Borrower, any other Loan Party or any other
        Revolving Lender; or (v) any other circumstance, happening or event
        whatsoever, whether or not similar to any of the foregoing.

       

      3.5. Commitment
        Fees, etc. (a)
        The
        Borrower agrees to pay to the Administrative Agent for the account of each
        Revolving Lender a commitment fee for the period from and including the
        Effective Date to the last day of the Revolving Commitment Period, computed
        at
        the Commitment Fee Rate on the average daily amount of the Available Revolving
        Commitment of such Lender under each Revolving Facility during the period
        for
        which payment is made, payable quarterly in arrears on each Fee Payment Date,
        commencing on the first of such dates to occur after the date
        hereof.

       

       


      
        
          
          

        

        
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      (b)
        The
        Borrower agrees to pay to the Administrative Agent the fees in the amounts
        and
        on the dates previously agreed to in writing by the Borrower and the
        Administrative Agent.

       

      3.6. Termination
        or Reduction of Revolving Commitments.  The
        Borrower shall have the right, upon not less than three Business Days’ notice to
        the Administrative Agent, to terminate the Revolving Commitments under either
        Revolving Facility or, from time to time, to reduce the amount of the Revolving
        Commitments under either Revolving Facility; provided
        that no
        such termination or reduction of Revolving Commitments under either Revolving
        Facility shall be permitted if, after giving effect thereto and to any
        prepayments of the Revolving Loans or Swingline Loans made on the effective
        date
        thereof, the Total Revolving Extensions of Credit under such Revolving Facility
        would exceed the Total Revolving Commitments under such Revolving Facility.
        Any
        such reduction shall be in an amount equal to $1,000,000, or a whole multiple
        thereof, and shall reduce permanently the Revolving Commitments under the
        relevant Revolving Facility then in effect.

       

      3.7. L/C
        Commitment.
        (a)
        Subject
        to the terms and conditions hereof, each Issuing Lender (in reliance on the
        agreements set forth in Section 3.10(a) of the Revolving Lenders under the
        relevant Revolving Facility), agrees to issue letters of credit under the
        Dollar
        Revolving Facility (“Dollar
        Letters of Credit”)
        and
        letters of credit under the Multicurrency Revolving Facility (“Multicurrency
        Letters of Credit”),
        in
        each case for the account of the Borrower on any Business Day during the
        Revolving Commitment Period in such form as may be approved from time to
        time by
        such Issuing Lender; provided
        that no
        Issuing Lender shall have any obligation to issue any Letter of Credit under
        a
        Revolving Facility if, after giving effect to such issuance, (i) the total
        L/C
        Obligations would exceed the L/C Commitment or (ii) the aggregate amount
        of the
        Available Revolving Commitments under such Revolving Facility would be less
        than
        zero. Each Dollar Letter of Credit shall be denominated in Dollars and each
        Multicurrency Letter of Credit shall be denominated in Dollars or a Foreign
        Currency. Each Letter of Credit shall expire no later than the earlier of
        (x)
        the first anniversary of its date of issuance and (y) the date that is five
        Business Days prior to the Revolving Termination Date (the “Required
        Expiry Date”);
        provided
        that any
        Letter of Credit with a one-year term may provide for the renewal thereof
        for
        additional one-year periods (which shall in no event extend beyond the Required
        Expiry Date). An Issuing Lender may, in its sole discretion, extend a Letter
        of
        Credit beyond the Required Expiry Date, provided
        that (i)
        each L/C Participant’s interest in the Issuing Lender’s obligations and rights
        under and in respect of such Letter of Credit shall terminate at the close
        of
        business on the Required Expiry Date (except with respect to demands for
        drawings thereunder submitted prior to that time) and (ii) such Issuing Lender
        may, as condition to extending such Letter of Credit, require additional
        fees or
        collateral.

       

      (b)
        No
        Issuing Lender shall at any time be obligated to issue any Letter of Credit
        hereunder if such issuance would conflict with, or cause such Issuing Lender
        or
        any L/C Participant to exceed any limits imposed by, any applicable Requirement
        of Law.

       

      (c)
        The
        Existing Letters of Credit outstanding on the Effective Date shall constitute
        Letters of Credit hereunder.

       

       


      
        
          
          

        

        
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      3.8
        Procedure for Issuance of Letters of Credit.  The
        Borrower may from time to time request that an Issuing Lender issue a Dollar
        Letter of Credit or a Multicurrency Letter of Credit by delivering to such
        Issuing Lender at its address for notices specified herein an Application
        therefor, completed to the satisfaction of such Issuing Lender, and such
        other
        certificates, documents and other papers and information as such Issuing
        Lender
        may request. Upon receipt of any Application, an Issuing Lender will notify
        the
        Administrative Agent of (i) whether the Application is with respect to a
        Dollar
        Letter of Credit or Multicurrency Letter of Credit and (ii) the amount,
        currency, requested expiration and beneficiary of the requested Letter of
        Credit. Upon receipt of confirmation from the Administrative Agent that after
        giving effect to the requested issuance, the Available Revolving Commitments
        under the relevant Revolving Facility would not be less than zero, such Issuing
        Lender will process such Application and the certificates, documents and
        other
        papers and information delivered to it in connection therewith in accordance
        with its customary procedures and shall promptly issue the Letter of Credit
        requested thereby (but in no event shall such Issuing Lender be required
        to
        issue any Letter of Credit earlier than three Business Days after its receipt
        of
        the Application therefor and all such other certificates, documents and other
        papers and information relating thereto) by issuing the original of such
        Letter
        of Credit to the beneficiary thereof or as otherwise may be agreed to by
        such
        Issuing Lender and the Borrower. Each Issuing Lender shall furnish a copy
        of
        such Letter of Credit to the Borrower (with a copy to the Administrative
        Agent)
        promptly following the issuance thereof. Each Issuing Lender shall promptly
        furnish to the Administrative Agent, which shall in turn promptly furnish
        to the
        Lenders, notice of the issuance of each Letter of Credit issued by such Issuing
        Lender (including the amount and currency thereof).

       

      3.9. Fees
        and Other Charges.
        (a)
        The
        Borrower will pay a fee on all outstanding Letters of Credit under each
        Revolving Facility (determined based upon Dollar Equivalents in the case
        of
        Multicurrency Letters of Credit issued in Foreign Currencies) at a per annum
        rate equal to the Applicable Margin then in effect with respect to Eurocurrency
        Loans under such Revolving Facility, shared ratably among the Revolving Lenders
        under such Revolving Facility. Such fees shall be payable quarterly in arrears
        on each L/C Fee Payment Date after the issuance date. In addition, the Borrower
        shall pay to the relevant Issuing Lender for its own account a fronting fee
        on
        the undrawn and unexpired amount of each Letter of Credit as agreed by the
        Borrower and the Issuing Lender, payable quarterly in arrears on each L/C
        Fee
        Payment Date after the issuance date.

       

      (b)
        In
        addition to the foregoing fees, the Borrower shall pay or reimburse each
        Issuing
        Lender for such normal and customary costs and expenses as are incurred or
        charged by such Issuing Lender in issuing, negotiating, effecting payment
        under,
        amending or otherwise administering any Letter of Credit to the extent that
        the
        fees and expenses associated with the issuance of such Letter of Credit exceed
        the fronting fee therefor as specified in Section 3.9(a).

       

      3.10. L/C
        Participations.
        (a)
        Each
        Issuing Lender irrevocably agrees to grant and hereby grants to each L/C
        Participant, and, to induce such Issuing Lender to issue Letters of Credit
        hereunder, each L/C Participant irrevocably agrees to accept and purchase
        and
        hereby accepts and purchases from such Issuing Lender, on the terms and
        conditions set forth below, for such L/C Participant’s own account and risk an
        undivided interest equal to (i) such L/C

       


      
        
          
          

        

        
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      Participant’s
        Dollar Revolving Percentage in each Issuing Lender’s obligations and rights
        under and in respect of each Dollar Letter of Credit issued by such Issuing
        Lender hereunder and the amount of each draft paid by such Issuing Lender
        thereunder and (ii) such L/C Participant’s Multicurrency Revolving Percentage in
        each Issuing Lender’s obligations and rights under and in respect of each
        Multicurrency Letter of Credit issued by such Issuing Lender hereunder and
        the
        amount of each draft paid by such Issuing Lender thereunder. Each L/C
        Participant in respect of a Letter of Credit unconditionally and irrevocably
        agrees with the Issuing Lender in respect of such Letter of Credit that,
        if a
        draft is paid under such Letter of Credit for which such Issuing Lender is
        not
        reimbursed in full by the Borrower in accordance with the terms of this
        Agreement, such L/C Participant shall pay to the Administrative Agent upon
        demand of such Issuing Lender an amount equal to such L/C Participant’s
        Revolving Percentage under the relevant Revolving Facility of the amount
        of such
        draft, or any part thereof, that is not so reimbursed; provided
        that the
        related Reimbursement Obligation with respect to a Multicurrency Letter of
        Credit denominated in a Foreign Currency may be converted to Dollars pursuant
        to
        Section 3.11. The Administrative Agent shall promptly forward such amounts
        to the relevant Issuing Lender.

       

      (b)
        If
        any amount required to be paid by any L/C Participant to the Administrative
        Agent for the account of an Issuing Lender pursuant to Section 3.10(a) in
        respect of any unreimbursed portion of any payment made by such Issuing Lender
        under any Letter of Credit is paid to the Administrative Agent for the account
        of such Issuing Lender within three Business Days after the date such payment
        is
        due, such L/C Participant shall pay to the Administrative Agent for the account
        of such Issuing Lender on demand an amount equal to the product of (i) such
        amount times
        (ii) the daily average Federal Funds Effective Rate during the period from
        and including the date such payment is required to the date on which such
        payment is immediately available to such Issuing Lender times
        (iii) a fraction the numerator of which is the number of days that elapse
        during such period and the denominator of which is 360. If any such amount
        required to be paid by any L/C Participant pursuant to Section 3.10(a) is
        not made available to the Administrative Agent for the account of the relevant
        Issuing Lender by such L/C Participant within three Business Days after the
        date
        such payment is due, such Issuing Lender shall be entitled to recover from
        such
        L/C Participant, on demand, such amount with interest thereon calculated
        from
        such due date at the rate per annum applicable to Base Rate Loans under the
        relevant Revolving Facility. A certificate of such Issuing Lender submitted
        to
        any L/C Participant with respect to any amounts owing under this Section
        shall
        be conclusive in the absence of manifest error.

       

      (c)
        Whenever, at any time after an Issuing Lender has made payment under any
        Letter
        of Credit and has received from any L/C Participant its pro rata
        share of
        such payment in accordance with Section 3.10(a), the Administrative Agent
        or such Issuing Lender receives any payment related to such Letter of Credit
        (whether directly from the Borrower or otherwise, including proceeds of
        Collateral applied thereto by such Issuing Lender), or any payment of interest
        on account thereof, the Administrative Agent or such Issuing Lender, as the
        case
        may be, will distribute to such L/C Participant its pro rata
        share
        thereof; provided,
        however,
        that in
        the event that any such payment received by Administrative Agent or such
        Issuing
        Lender, as the case may be, shall be required to be returned by the
        Administrative Agent or such Issuing Lender,
        such L/C Participant shall return to the Administrative Agent for the account
        of
        such Issuing Lender the portion thereof previously distributed by the
        Administrative Agent or such Issuing Lender, as the case may be, to
        it.

       

       


      
        
          
          

        

        
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      (d)
        Each
        L/C Participant’s obligation to purchase participating interests pursuant to
        Section 3.10(b) shall be absolute and unconditional and shall not be
        affected by any circumstance, including (i) any setoff, counterclaim,
        recoupment, defense or other right that such L/C Participant or the Borrower
        may
        have against any Issuing Lender, the Borrower or any other Person for any
        reason
        whatsoever; (ii) the occurrence or continuance of a Default or an Event of
        Default or the failure to satisfy any of the other conditions specified in
        Section 6; (iii) any adverse change in the condition (financial or
        otherwise) of the Borrower; (iv) any breach of this Agreement or any other
        Loan Document by the Borrower, any other Loan Party or any other L/C
        Participant; or (v) any other circumstance, happening or event whatsoever,
        whether or not similar to any of the foregoing.

       

      3.11. Reimbursement
        Obligation of the Borrower.  The
        Borrower agrees to reimburse each Issuing Lender on the Business Day next
        succeeding the Business Day on which such Issuing Lender notifies the Borrower
        of the date and amount of a draft presented under any Letter of Credit and
        paid
        by such Issuing Lender for the amount of such draft so paid and any taxes,
        fees,
        charges or other reasonable costs or expenses incurred by such Issuing Lender
        in
        connection with such payment. Each such payment shall be made to the relevant
        Issuing Lender in Dollars and in immediately available funds, provided
        that (a)
        the Borrower may, at its option, elect by notice to such Issuing Lender
        immediately following receipt of notice of such draft, to reimburse a draft
        paid
        in a Foreign Currency in the same Foreign Currency and (b) if the Borrower
        does
        not make such election, or if (notwithstanding such election) the Borrower
        does
        not in fact reimburse any such draft made in a Foreign Currency on or prior
        to
        the date required pursuant to the first sentence of this Section 3.11, then
        such
        Issuing Lender shall convert such Reimbursement Obligation into Dollars at
        the
        rate of exchange then available to such Issuing Lender in the interbank market
        where its foreign currency exchange operations in respect of such Foreign
        Currency are then being conducted and the Borrower shall thereafter be required
        to reimburse such Issuing Lender in Dollars for such Reimbursement Obligation
        (in the amount so converted). Interest shall be payable on any such amounts
        denominated in Dollars from the date on which the relevant draft is paid
        until
        the relevant Issuing Lender receives payment in full at the rate set forth
        in
        (i) until the Business Day next succeeding the date of the relevant notice,
        Section 4.5(b) with respect to Base Rate Loans under the relevant Revolving
        Facility and (ii) thereafter, Section 4.5(c). Interest shall be
        payable on any such amounts denominated in a Foreign Currency from the date
        on
        which the relevant draft is paid until the relevant Issuing Lender receives
        payment in full or conversion to Dollars as provided herein (i) until the
        Business Day next succeeding the date of the relevant notice, at the rate
        determined by the relevant Issuing Lender as its cost of funding such payment
        plus the Applicable Margin with respect to Eurocurrency Loans under the relevant
        Revolving Facility and (ii) thereafter, the rate set forth in
        Section 4.5(c). Each drawing under any Dollar Letter of Credit shall
        (unless an event of the type described in clause (i) or (ii) of
        Section 9(f) shall have occurred and be continuing with respect to the
        Borrower, in which case the procedures specified in Section 3.10 for
        funding by L/C Participants shall apply) constitute a request by the Borrower
        to
        the Administrative Agent for a borrowing pursuant to Section 3.2 of Base
        Rate Loans under the Dollar Revolving Facility (or, at the option of the
        Administrative Agent and the Swingline Lender in their sole discretion, a
        borrowing pursuant to Section 3.4 of Swingline Loans) in the amount of such
        drawing except that, in such event, Borrower is not deemed to have given
        any
        representations and warranties

       


      
        
          
          

        

        
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      pursuant
        to Section 6.2. Except in the case of a drawing denominated in a Foreign
        Currency that the Borrower elects to reimburse, and in fact reimburses, in
        such
        Foreign Currency as provided above, each drawing under any Multicurrency
        Letter
        of Credit shall (unless an event of the type described in clause (i) or (ii)
        of
        Section 9(f) shall have occurred and be continuing with respect to the
        Borrower, in which case the procedures specified in Section 3.10 for
        funding by L/C Participants shall apply), constitute a request by the Borrower
        to the Administrative Agent for a borrowing pursuant to Section 3.2 of Base
        Rate Loans under the Multicurrency Revolving Facility denominated in Dollars
        in
        the amount of such drawing (or, in the case of a drawing denominated in a
        Foreign Currency, the amount in Dollars into which the Reimbursement Obligation
        was converted) except that, in either such event, the Borrower is not deemed
        to
        have given any representations and warranties pursuant to Section 6.2. The
        Borrowing Date with respect to such borrowing shall be the first date on
        which a
        borrowing of Revolving Loans (or, if applicable, Swingline Loans) could be
        made
        pursuant to Section 3.2 (or, if applicable, Section 3.4), if the
        Administrative Agent had received a notice of such borrowing at the time
        the
        Administrative Agent receives notice from such Issuing Lender of such drawing
        under such Letter of Credit.

       

      3.12. Obligations
        Absolute.  The
        Borrower’s obligations under Section 3.11 shall be absolute and
        unconditional under any and all circumstances and irrespective of any setoff,
        counterclaim or defense to payment that the Borrower may have or have had
        against any Issuing Lender, any beneficiary of a Letter of Credit or any
        other
        Person. The Borrower also agrees with each Issuing Lender that such Issuing
        Lender not shall be responsible for, and the Borrower’s Reimbursement
        Obligations under Section 3.11 shall not be affected by, among other
        things, the validity or genuineness of documents or of any endorsements thereon,
        even though such documents shall in fact prove to be invalid, fraudulent
        or
        forged, or any dispute between or among the Borrower and any beneficiary
        of any
        Letter of Credit or any other party to which such Letter of Credit may be
        transferred or any claims whatsoever of the Borrower against any beneficiary
        of
        such Letter of Credit or any such transferee. No Issuing Lender shall be
        liable
        for any error, omission, interruption or delay in transmission, dispatch
        or
        delivery of any message or advice, however transmitted, in connection with
        any
        Letter of Credit, except for errors or omissions found by a final and
        nonappealable decision of a court of competent jurisdiction to have resulted
        from the gross negligence or willful misconduct of such Issuing Lender. The
        Borrower agrees that any action taken or omitted by an Issuing Lender under
        or
        in connection with any Letter of Credit or the related drafts or documents,
        if
        done in the absence of gross negligence or willful misconduct and in accordance
        with the standards of care specified in the Uniform Commercial Code of the
        State
        of New York and UCP 500, shall be binding on the Borrower and shall not
        result in any liability of such Issuing Lender to the Borrower.

       

      3.13. Letter
        of Credit Payments.  If
        any draft shall be presented for payment under any Letter of Credit, the
        relevant Issuing Lender shall promptly notify the Borrower of the date and
        amount thereof. The responsibility of the relevant Issuing Lender to the
        Borrower in connection with any draft presented for payment under any Letter
        of
        Credit issued by such Issuing Lender shall, in addition to any payment
        obligation expressly provided for in such Letter of Credit, be limited to
        determining in compliance with UCP 500 that the documents
        (including

       

       


      
        
          
          

        

        
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      each
        draft) delivered under such Letter of Credit in connection with such presentment
        are substantially in conformity with the requirements of such Letter of
        Credit.

       

      3.14. Applications.  To
        the extent that any provision of any Application related to any Letter of
        Credit
        is inconsistent with the provisions of this Section 3, the provisions of
        this Section 3 shall apply.

       

      SECTION
        4.  GENERAL
        PROVISIONS APPLICABLE TO
        LOANS
        AND LETTERS OF CREDIT

       

      4.1. Optional
        Prepayments.
        (a)
        The
        Borrower may at any time and from time to time prepay the Loans (other than
        Multicurrency Revolving Loans denominated in a Foreign Currency) under the
        relevant Facility, in whole or in part, without premium or penalty, upon
        irrevocable notice delivered to the Administrative Agent at least three Business
        Days prior thereto in the case of Eurocurrency Loans denominated in Dollars
        and
        at least one Business Day prior thereto in the case of Base Rate Loans, which
        notice shall specify the date and amount of prepayment and whether the
        prepayment is of Eurocurrency Loans denominated in Dollars or Base Rate Loans;
        provided
        that (i)
        in the event of any prepayment of Term Loans made at a time when Term Loans
        of
        both Classes remain outstanding, the Borrower shall select Term Loans to
        be
        prepaid so that the aggregate amount of such prepayment is allocated between
        the
        Tranche B Term Loans and the Tranche C Term Loans pro rata based on
        the aggregate principal amount of outstanding Term Loans of each such Class,
        and
        (ii) if a Eurocurrency Loan denominated in Dollars is prepaid on any day
        other
        than the last day of the Interest Period applicable thereto, the Borrower
        shall
        also pay any amounts owing pursuant to Section 4.11. Upon receipt of any
        such notice the Administrative Agent shall promptly notify each relevant
        Lender
        thereof. If any such notice is given, the amount specified in such notice
        shall
        be due and payable on the date specified therein, together with (except in
        the
        case of Dollar Revolving Loans that are Base Rate Loans and are prepaid prior
        to
        the end of the Revolving Commitment Period) accrued interest to such date
        on the
        amount prepaid. Partial prepayments of Term Loans and Revolving Loans
        denominated in Dollars shall be in an aggregate principal amount of $1,000,000
        or a whole multiple thereof. Partial prepayments of Swingline Loans shall
        be in
        an aggregate principal amount of $100,000 or a whole multiple
        thereof.

       

      (b)
        The
        Borrower may at any time and from time to time prepay Multicurrency Revolving
        Loans denominated in a Foreign Currency, in whole or in part, without premium
        or
        penalty except as specified in Section 4.11, upon irrevocable notice (which
        notice must be received by the Administrative Agent prior to 11:00 A.M.,
        New York City time, three Business Days before the date of prepayment)
        specifying the date and amount of prepayment. If any such notice is given,
        the
        amount specified in such notice shall be due and payable on the date specified
        therein, together with any amounts payable pursuant to Section 4.11 and
        accrued interest to such date on the amount prepaid. Partial prepayments
        of
        Multicurrency Revolving Loans denominated in a Foreign Currency shall be
        in a
        minimum principal amount equal to the Foreign Currency Equivalent of $1,000,000
        in the relevant Foreign Currency or a multiple of the Foreign Currency
        Equivalent of $100,000 in the relevant Foreign Currency in excess
        thereof.

       

       


      
        
          
          

        

        
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      4.2. Mandatory
        Prepayments.
        (a)
        If any
        Capital Stock shall be issued by any Group Member (other than to any other
        Group
        Member) at a time when the Consolidated Leverage Ratio exceeds 3.00 to 1.00,
        an
        amount equal to 50% of the Net Cash Proceeds thereof (or such lesser amount
        if,
        after giving effect to a prepayment in such lesser amount, the Consolidated
        Leverage Ratio is equal to or less than 3.00 to 1.00) shall be applied no
        later
        than one Business Day following the date of such issuance toward the prepayment
        of the Term Loans as set forth in Section 4.2(d).

       

      (b)
        If
        any Indebtedness shall be incurred by any Group Member (other than Excluded
        Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall
        be
        applied no later than one Business Day following the date of such incurrence
        toward the prepayment of the Term Loans as set forth in
        Section 4.2(d).

       

      (c)
        If on
        any date any Group Member shall receive Net Cash Proceeds from any Asset
        Sale or
        Recovery Event then, unless a Reinvestment Notice shall be delivered in respect
        thereof, such Net Cash Proceeds shall be applied no later than one Business
        Day
        following such date toward the prepayment of the Term Loans as set forth
        in
        Section 4.2(d); provided,
        that,
        notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of Asset
        Sales and Recovery Events that may be excluded from the foregoing requirement
        pursuant to a Reinvestment Notice shall not exceed $80,000,000 in any fiscal
        year of the Borrower and (ii) on each Reinvestment Prepayment Date, an
        amount equal to the Reinvestment Prepayment Amount with respect to the relevant
        Reinvestment Event shall be applied toward the prepayment of the Term Loans
        as
        set forth in Section 4.2(d).

       

      (d)
        Amounts to be applied in connection with prepayments made pursuant to
        Section 4.2 shall be applied to the prepayment of the Term Loans of the
        relevant Class in accordance with Section 4.8(b); provided
        that, in
        the event of any prepayment of Term Loans made at a time when Term Loans
        of both
        Classes remain outstanding, the Borrower shall select Term Loans to be prepaid
        so that the aggregate amount of such prepayment is allocated between the
        Tranche
        B Term Loans and the Tranche C Term Loans pro rata based on the aggregate
        principal amount of outstanding Loans of each such Class. The application
        of any
        prepayment pursuant to Section 4.2 shall be made, first,
        to Base
        Rate Loans under the relevant Facility and, second,
        to
        Eurocurrency Loans under such Facility. Each prepayment of the Loans under
        Section 4.2 shall be accompanied by accrued interest to the date of such
        prepayment on the amount prepaid.

       

      (e)
        If,
        on any Calculation Date, the Total Multicurrency Revolving Extensions of
        Credit
        exceed an amount equal to 105% of the Total Multicurrency Revolving Commitments
        on such date, the Borrower shall, without notice or demand, immediately repay
        such of the outstanding Multicurrency Revolving Loans in an aggregate principal
        amount such that, after giving effect thereto, the Total Multicurrency Revolving
        Extensions of Credit do not exceed the Total Multicurrency Revolving
        Commitments, together with interest accrued to the date of such payment or
        prepayment on the principal so prepaid if required hereby and any amounts
        payable under Section 4.11 in connection therewith. After prepaying any
        Multicurrency Revolving Loans denominated in Dollars, the Borrower may in
        lieu
        of prepaying Multicurrency Revolving Loans denominated in a Foreign Currency
        in
        order to comply with this paragraph deposit

       

       

       


      
        
          
          

        

        
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      amounts
        in the relevant Foreign Currency or Foreign Currencies in a Cash Collateral
        Account in accordance with the next succeeding sentence equal to the aggregate
        principal amount of Multicurrency Revolving Loans denominated in a Foreign
        Currency required to be prepaid. To the extent that after giving effect to
        any
        prepayment of Multicurrency Revolving Loans required by this paragraph, the
        Total Multicurrency Revolving Extensions of Credit at such time exceed the
        Total
        Multicurrency Revolving Commitments at such time, the Borrower shall, without
        notice or demand, immediately deposit in a Cash Collateral Account upon terms
        reasonably satisfactory to the Administrative Agent an amount equal to the
        amount by which Total Multicurrency Revolving Extensions of Credit exceed
        the
        Total Multicurrency Revolving Commitments. The Administrative Agent shall
        apply
        any cash deposited in the Cash Collateral Account (to the extent thereof)
        to pay
        any Reimbursement Obligations which are or become due thereafter and/or to
        repay
        Multicurrency Revolving Loans denominated in a Foreign Currency at the end
        of
        the Interest Periods therefor; provided
        that
        (x) the Administrative Agent shall release to the Borrower from time to
        time such portion of the amount on deposit in the Cash Collateral Account
        to the
        extent such amount is not required to be so deposited in order for the Borrower
        to be in compliance with this paragraph and (y) the Administrative Agent
        may so apply such cash at any time after the occurrence and during the
        continuation of an Event of Default. “Cash
        Collateral Account”
means
        an account specifically established by the Borrower with the Administrative
        Agent for purposes of this Section 4.2 and hereby pledged to the
        Administrative Agent and over which the Administrative Agent shall have
        exclusive dominion and control, including the right of withdrawal for
        application in accordance with this Section 4.2.

       

      (f)
        If
        the Global Draw Acquisition is not consummated on or prior to the date that
        is
        30 days after the date that the Tranche C Term Loans are made, then the Borrower
        shall prepay all outstanding Tranche C Term Loans on the next Business Day.
        If
        any prepayment is required to be made pursuant to this Section 4.2(f), such
        prepayment shall be applied solely in respect of Tranche C Term Loans, and
        the
        proviso to Section 4.2(d) shall not apply.

       

      4.3. Conversion
        and Continuation Options.
        (a)
        The
        Borrower may elect from time to time to convert Eurocurrency Loans denominated
        in Dollars to Base Rate Loans by giving the Administrative Agent at least
        two
        Business Days’ prior irrevocable notice of such election, provided
        that any
        such conversion of Eurocurrency Loans denominated in Dollars may only be
        made on
        the last day of an Interest Period with respect thereto. The Borrower may
        elect
        from time to time to convert Base Rate Loans to Eurocurrency Loans denominated
        in Dollars by giving the Administrative Agent at least three Business Days’
prior irrevocable notice of such election (which notice shall specify the
        length
        of the initial Interest Period therefor), provided
        that no
        Base Rate Loan under a particular Facility may be converted into a Eurocurrency
        Loan denominated in Dollars when any Event of Default has occurred and is
        continuing and the Administrative Agent or the Majority Facility Lenders
        in
        respect of such Facility have determined in its or their sole discretion
        not to
        permit such conversions. Upon receipt of any such notice the Administrative
        Agent shall promptly notify each relevant Lender thereof. Notwithstanding
        the foregoing, the Borrower may not elect to convert the currency in which
        any
        Loan is denominated.

       


      
        
          
          

        

        
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      (b)
        Any
        Eurocurrency Loan may be continued as such upon the expiration of the then
        current Interest Period with respect thereto by the Borrower giving irrevocable
        notice to the Administrative Agent, in accordance with the applicable provisions
        of the term “Interest Period” set forth in Section 1.1, of the length of
        the next Interest Period to be applicable to such Loans, provided
        that no
        Eurocurrency Loan denominated in Dollars under a particular Facility may
        be
        continued as such when any Event of Default has occurred and is continuing
        and
        the Administrative Agent has or the Majority Facility Lenders in respect
        of such
        Facility have determined in its or their sole discretion not to permit such
        continuations, and provided,
        further,
        that if
        the Borrower shall fail to give any required notice as described above in
        this
        paragraph or if such continuation is not permitted pursuant to the preceding
        proviso such Eurocurrency Loans denominated in Dollars shall be automatically
        converted to Base Rate Loans on the last day of such then expiring Interest
        Period and, if the Borrower shall fail to give such notice of continuation
        of a
        Multicurrency Revolving Loan denominated in a Foreign Currency, such
        Multicurrency Revolving Loan denominated in a Foreign Currency shall be
        automatically continued for an Interest Period of one month. Upon receipt
        of any
        such notice the Administrative Agent shall promptly notify each relevant
        Lender
        thereof.

       

      4.4. Limitations
        on Eurocurrency Tranches.  Notwithstanding
        anything to the contrary in this Agreement, all borrowings, conversions and
        continuations of Eurocurrency Loans hereunder and all selections of Interest
        Periods hereunder shall be in such amounts and be made pursuant to such
        elections so that, (a) after giving effect thereto, the aggregate principal
        amount of the Eurocurrency Loans comprising each Eurocurrency Tranche shall
        be
        equal to $3,000,000 or a whole multiple of $1,000,000 in excess thereof and
        (b) no more than fifteen Eurocurrency Tranches shall be outstanding at any
        one time.

       

      4.5. Interest
        Rates and Payment Dates.
        (a)
        Each
        Eurocurrency Loan shall bear interest for each day during each Interest Period
        with respect thereto at a rate per annum equal to the Eurocurrency Rate
        determined for such day plus
        the
        Applicable Margin.

       

      (b)
        Each
        Base Rate Loan shall bear interest at a rate per annum equal to the Base
        Rate
plus
        the
        Applicable Margin.

       

      (c)
        (i) If all or a portion of the principal amount of any Loan or
        Reimbursement Obligation shall not be paid when due (whether at the stated
        maturity, by acceleration or otherwise), such overdue amount shall bear interest
        at a rate per annum equal to (x) in the case of the Loans, the rate that
        would otherwise be applicable thereto pursuant to the foregoing provisions
        of
        this Section plus
        2% or
        (y) in the case of Reimbursement Obligations, the rate applicable to Base
        Rate Loans under the relevant Revolving Facility plus
        2%, and
        (ii) if all or a portion of any interest payable on any Loan or
        Reimbursement Obligation or any fee or other amount payable hereunder shall
        not
        be paid when due (whether at the stated maturity, by acceleration or otherwise),
        such overdue amount shall bear interest at a rate per annum equal to
        (A) the rate then applicable to Base Rate Loans under the relevant Facility
plus
        2% (or,
        in the case of any such other amounts that do not relate to a particular
        Facility, the rate then applicable to Base Rate Loans under the relevant
        Revolving Facility plus
        2%), in
        the case of amounts that are owing in Dollars, or (B)(I) the Eurocurrency
        Rate in respect of the relevant Foreign Currency plus
        (II) 2%, in the case of amounts owing that are denominated in Foreign
        Currencies, in each

       


      
        
          
          

        

        
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      case,
        with respect to clauses (i) and (ii) above, from the date of such
        non-payment until such amount is paid in full (after as well as before
        judgment).

       

      (d)
        Interest shall be payable in arrears on each Interest Payment Date, provided
        that
        interest accruing pursuant to paragraph (c) of this Section shall be
        payable from time to time on demand.

       

      4.6. Computation
        of Interest and Fees.
        (a)
        Interest
        and fees payable pursuant hereto shall be calculated on the basis of a 360-day
        year for the actual days elapsed, except that, with respect to Base Rate
        Loans
        the rate of interest on which is calculated on the basis of the Prime Rate,
        the
        interest thereon shall be calculated on the basis of a 365- (or 366-, as
        the
        case may be) day year for the actual days elapsed. The Administrative Agent
        shall as soon as practicable notify the Borrower and the relevant Lenders
        of
        each determination of a Eurocurrency Rate. Any change in the interest rate
        on a
        Loan resulting from a change in the Base Rate or the Eurocurrency Reserve
        Requirements shall become effective as of the opening of business on the
        day on
        which such change becomes effective. The Administrative Agent shall as soon
        as
        practicable notify the Borrower and the relevant Lenders of the effective
        date
        and the amount of each such change in interest rate.

       

      (b)
        Each
        determination of an interest rate by the Administrative Agent pursuant to
        any
        provision of this Agreement shall be conclusive and binding on the Borrower
        and
        the Lenders in the absence of manifest error. The Administrative Agent shall,
        at
        the request of the Borrower, deliver to the Borrower a statement showing
        the
        quotations used by the Administrative Agent in determining any interest rate
        pursuant to Section 4.5(a).

       

      4.7. Inability
        to Determine Interest Rate.  If
        prior to the first day of any Interest Period:

       

      (a) the
        Administrative Agent shall have determined (which determination shall be
        conclusive and binding upon the Borrower absent manifest error) that, by
        reason
        of circumstances affecting the relevant market, adequate and reasonable means
        do
        not exist for ascertaining the Eurocurrency Rate for such Interest Period
        in
        respect of Loans denominated in Dollars, or

       

      (b) the
        Administrative Agent shall have received notice from the Majority Facility
        Lenders in respect of the relevant Facility that the Eurocurrency Rate
        determined or to be determined for such Interest Period will not adequately
        and
        fairly reflect the cost to such Lenders (as conclusively certified by such
        Lenders) of making or maintaining their affected Loans during such Interest
        Period, or

       

      (c) the
        Administrative Agent shall have determined (which determination shall be
        conclusive and binding upon the Borrower, absent manifest error) that, by
        reason
        of circumstances affecting the relevant market, adequate and reasonable means
        do
        not exist for ascertaining the Eurocurrency Rate for such Interest Period
        in
        respect of any Foreign Currency (any such Foreign Currency is referred to
        as an
“Affected
        Foreign Currency”),
        

       


      
        
          
          

        

        
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      the
        Administrative Agent shall give telecopy or telephonic notice thereof to
        the
        Borrower and the relevant Lenders as soon as practicable thereafter. If such
        notice is given (x) pursuant to clause (a) or (b) of this
        Section 4.7 in respect of Eurocurrency Loans denominated in Dollars, then
        (i) any Eurocurrency Loans denominated in Dollars under the relevant
        Facility requested to be made on the first day of such Interest Period shall
        be
        made as Base Rate Loans, (ii) any Loans under the relevant Facility that
        were to have been converted on the first day of such Interest Period to
        Eurocurrency Loans denominated in Dollars shall be continued as Base Rate
        Loans
        and (iii) any outstanding Eurocurrency Loans denominated in Dollars under
        the relevant Facility shall be converted, on the last day of the then-current
        Interest Period, to Base Rate Loans and (y) in respect of any Multicurrency
        Revolving Loans denominated in a Foreign Currency, then (i) any
        Multicurrency Revolving Loans in an Affected Foreign Currency requested to
        be
        made on the first day of such Interest Period shall not be made and
        (ii) any outstanding Multicurrency Revolving Loans denominated in an
        Affected Foreign Currency shall be due and payable on the first day of such
        Interest Period. Until such notice has been withdrawn by the Administrative
        Agent, no further Eurocurrency Loans denominated in Dollars under the relevant
        Facility or Multicurrency Revolving Loans denominated in a Foreign Currency
        in
        an Affected Foreign Currency shall be made or continued as such, nor shall
        the
        Borrower have the right to convert Loans under the relevant Facility to
        Eurocurrency Loans.

       

      4.8. Pro
        Rata Treatment and Payments.
        (a)
        Each
        borrowing by the Borrower from the Lenders hereunder, each payment by the
        Borrower on account of any commitment fee and any reduction of the Commitments
        of the Lenders shall be made pro rata
        according to the respective Tranche B Term Percentages, Tranche C Term
        Percentages, Dollar Revolving Percentages or Multicurrency Revolving
        Percentages, as the case may be, of the relevant Lenders.

       

      (b)
        Each
        payment (including each prepayment) by the Borrower on account of principal
        of
        and interest on the Term Loans of either Class shall be made pro rata
        according to the respective outstanding principal amounts of the Term Loans
        of
        such Class then held by the Lenders of such Class. The amount of each principal
        prepayment of the Term Loans of either Class shall be applied to reduce the
        then
        remaining installments of the Term Loans of such Class pro rata
        based
        upon the then remaining principal amount thereof. Amounts repaid or prepaid
        on
        account of the Term Loans of either Class may not be reborrowed.

       

      (c)
        Each
        payment (including each prepayment) by the Borrower on account of principal
        of
        and interest on the Revolving Loans under a Revolving Facility shall be made
        pro rata
        according to the respective outstanding principal amounts of the Revolving
        Loans
        under such Revolving Facility then held by the Revolving Lenders under such
        Revolving Facility. Each payment in respect of Reimbursement Obligations
        in
        respect of any Letter of Credit shall be made to the Issuing Lender that
        issued
        such Letter of Credit.

       

      (d)
        All payments (including prepayments) to be made
        by the Borrower hereunder, whether on account of principal, interest, fees
        or
        otherwise, shall be made without setoff or counterclaim and shall be made
        prior
        to 12:00 Noon, New York City time, on the due date thereof to the
        Administrative Agent, for the account of the Lenders, at the Funding Office,
        in
        Dollars and in immediately available funds, except payments to be made directly
        to an Issuing

       


      
        
          
          

        

        
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      Lender
        or
        Swingline Lender as expressly provided herein and except that payments pursuant
        to Sections 4.9, 4.10, 4.11 and 11.5 shall be made directly to the Persons
        entitled thereto; provided
        that
        payments made in a Foreign Currency shall be made prior to 12:00 Noon, local
        time in the place of payment, on the due date thereof to the Administrative
        Agent at the office of the Administrative Agent designated by the Administrative
        Agent from time to time for payments made in such Foreign Currency. All payments
        to be made by the Borrower hereunder shall be made in Dollars; provided
        that
        (i) payments in respect of the principal of or interest on any
        Multicurrency Revolving Loan denominated in a Foreign Currency shall be made
        in
        such Foreign Currency, (ii) any amounts payable under Section 4.9 or
        4.11 in respect of any Multicurrency Revolving Loan or Multicurrency Letter
        of
        Credit denominated in a Foreign Currency shall be payable in such Foreign
        Currency if the certificate submitted by the applicable Lender or Issuing
        Lender
        in respect of such amount specifies such amount in such Foreign Currency
        and
        (iii) payments in respect of Multicurrency Letters of Credit and
        Multicurrency L/C Obligations denominated in a Foreign Currency may be made
        in
        such Foreign Currency to the extent permitted by, and shall be made to the
        extent required by, the applicable provisions of this Agreement. The
        Administrative Agent shall distribute such payments received by it for the
        account of any other Person to the appropriate recipient promptly upon receipt
        in like funds as received. If any payment hereunder (other than payments
        on the
        Eurocurrency Loans) becomes due and payable on a day other than a Business
        Day,
        such payment shall be extended to the next succeeding Business Day. If any
        payment on a Eurocurrency Loan becomes due and payable on a day other than
        a
        Business Day, the maturity thereof shall be extended to the next succeeding
        Business Day unless the result of such extension would be to extend such
        payment
        into another calendar month, in which event such payment shall be made on
        the
        immediately preceding Business Day. In the case of any extension of any payment
        of principal pursuant to the preceding two sentences, interest thereon shall
        be
        payable at the then applicable rate during such extension.

       

      (e)
        The
        failure of any Lender to make any Loan required to be made by it shall not
        relieve any other Lender of its obligations hereunder; provided
        that the
        Commitments of the Lenders are several and no Lender shall be responsible
        for
        any other Lender’s failure to make Loans as required. Unless the Administrative
        Agent shall have been notified in writing by any Lender prior to a borrowing
        that such Lender will not make the amount that would constitute its share
        of
        such borrowing available to the Administrative Agent, the Administrative
        Agent
        may assume that such Lender is making such amount available to the
        Administrative Agent, and the Administrative Agent may, in reliance upon
        such
        assumption, make available to the Borrower a corresponding amount. If such
        amount is not made available to the Administrative Agent by the required
        time on
        the Borrowing Date therefor, such Lender shall pay to the Administrative
        Agent,
        on demand, such amount with interest thereon (i) in the case of Loans
        denominated in Dollars, at the greater of (A) a rate equal to the daily
        average Federal Funds Effective Rate and (B) a rate determined by the
        Administrative Agent in accordance with banking industry rates on interbank
        compensation for the period until such Lender makes such amount immediately
        available to the Administrative Agent and (ii) in the case of Multicurrency
        Revolving Loans denominated in a Foreign Currency, at a rate per annum
        reasonably determined by the Administrative Agent to be the cost to it of
        funding such amount for the period until such Lender makes such amount
        immediately available to the Administrative Agent. A certificate of
        the

       

       


      
        
          
          

        

        
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       Administrative
        Agent submitted to any Lender with respect to any amounts owing under this
        paragraph shall be conclusive in the absence of manifest error. If such Lender’s
        share of such borrowing is not made available to the Administrative Agent
        by
        such Lender within three Business Days of such Borrowing Date, the
        Administrative Agent shall also be entitled to recover such amount with interest
        thereon at the rate per annum applicable to Base Rate Loans under the relevant
        Facility (or with respect to Multicurrency Revolving Loans denominated in
        a
        Foreign Currency, at a rate per annum reasonably determined by the
        Administrative Agent to be the cost to it of funding such amount), on demand,
        from the Borrower.

       

      (f)
        Unless the Administrative Agent shall have been notified in writing by the
        Borrower prior to the date of any payment due to be made by the Borrower
        hereunder that the Borrower will not make such payment to the Administrative
        Agent, the Administrative Agent may assume that the Borrower is making such
        payment, and the Administrative Agent may, but shall not be required to,
        in
        reliance upon such assumption, make available to the Lenders under the relevant
        Facility or the Issuing Lender their respective pro rata
        shares
        of a corresponding amount. If such payment is not made to the Administrative
        Agent by the Borrower within three Business Days after such due date, the
        Administrative Agent shall be entitled to recover, on demand, from each Lender
        to which any amount which was made available pursuant to the preceding sentence,
        such amount with interest thereon (i) in the case of Loans denominated in
        Dollars, at the greater of (A) the rate per annum equal to the daily
        average Federal Funds Effective Rate and (B) a rate determined by the
        Administrative Agent in accordance with banking industry rates on interbank
        compensation and (ii) in the case of Multicurrency Revolving Loans
        denominated in a Foreign Currency, at a rate per annum reasonably determined
        by
        the Administrative Agent to be the cost to it of funding such amount. Nothing
        herein shall be deemed to limit the rights of the Administrative Agent or
        any
        Lender against the Borrower.

       

      4.9. Requirements
        of Law.
        (a)
        If the
        adoption of or any change in any Requirement of Law or in the interpretation
        or
        application thereof or compliance by any Lender or any Issuing Lender with
        any
        request or directive (whether or not having the force of law) from any central
        bank or other Governmental Authority made subsequent to the Effective
        Date:

       

      (i) shall
        impose, modify or hold applicable any reserve, special deposit, compulsory
        loan
        or similar requirement against assets held by, deposits or other liabilities
        in
        or for the account of, advances, loans or other extensions of credit by,
        or any
        other acquisition of funds by, any office of such Lender or Issuing Lender
        that
        is not otherwise included in the determination of the Eurocurrency Rate
        hereunder; or

       

      (ii) shall
        impose on such Lender or Issuing Lender any other condition;

       

      and
        the
        result of any of the foregoing is to increase the cost to such Lender or
        Issuing
        Lender, by an amount that such Lender or Issuing Lender deems to be material,
        of
        making, converting into, continuing or maintaining Eurocurrency Loans or
        issuing, maintaining or participating in Letters of Credit, or to reduce
        any
        amount receivable hereunder in respect thereof, then, in any such case, the
        Borrower shall promptly pay such Lender or Issuing Lender, upon its demand,
        any
        additional amounts necessary to compensate such Lender or Issuing Lender
        for
        such increased cost or reduced amount received or receivable. If any Lender
        or
        Issuing Lender becomes entitled

       


      
        
          
          

        

        
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      to
        claim
        any additional amounts pursuant to this paragraph, it shall promptly notify
        the
        Borrower (with a copy to the Administrative Agent) of the event by reason
        of
        which it has become so entitled. 

       

      (b)
        If
        any Lender or Issuing Lender shall have determined that the adoption of or
        any
        change in any Requirement of Law regarding capital adequacy or in the
        interpretation or application thereof or compliance by such Lender or Issuing
        Lender or any corporation controlling such Lender or Issuing Lender with
        any
        request or directive regarding capital adequacy (whether or not having the
        force
        of law) from any Governmental Authority made subsequent to the Effective
        Date
        shall have the effect of reducing the rate of return on such Lender’s or Issuing
        Lender’s or such corporation’s capital as a consequence of its obligations
        hereunder or under or in respect of any Letter of Credit to a level below
        that
        which such Lender or Issuing Lender or such corporation could have achieved
        but
        for such adoption, change or compliance (taking into consideration such Lender’s
        or Issuing Lender’s or such corporation’s policies with respect to capital
        adequacy) by an amount deemed by such Lender or Issuing Lender to be material,
        then from time to time, after submission by such Lender or Issuing Lender
        to the
        Borrower (with a copy to the Administrative Agent) of a written request
        therefor, the Borrower shall pay to such Lender or Issuing Lender such
        additional amount or amounts as will compensate such Lender or Issuing Lender
        or
        such corporation for such reduction. Failure or delay on the part of any
        Lender
        or Issuing Lender to demand compensation pursuant to this Section shall not
        constitute a waiver of such Lender’s or Issuing Lender’s right to demand such
        compensation; provided
        that the
        Borrower shall not be required to compensate a Lender or Issuing Lender pursuant
        to this paragraph for any amounts incurred more than six months prior to
        the
        date that such Lender or Issuing Lender notifies the Borrower of such Lender’s
        or Issuing Lender’s intention to claim compensation therefor; and provided,
        further,
        that,
        if the circumstances giving rise to such claim have a retroactive effect,
        then
        such six-month period shall be extended to include the period of such
        retroactive effect.

       

      (c)
        If
        any Governmental Authority of the jurisdiction of any Foreign Currency (or
        any
        other jurisdiction in which the funding operations of any Multicurrency
        Revolving Lender shall be conducted with respect to such Foreign Currency)
        shall
        have in effect any reserve, liquid asset or similar requirement with respect
        to
        any category of deposits or liabilities customarily used to fund loans in
        such
        Foreign Currency, or by reference to which interest rates applicable to loans
        in
        such Foreign Currency are determined, and the result of such requirement
        shall
        be to increase the cost to any Multicurrency Revolving Lender of making or
        maintaining any Multicurrency Revolving Loan in such Foreign Currency, and
        such
        Multicurrency Revolving Lender shall deliver to the Borrower a notice requesting
        compensation under this paragraph, then the Borrower will pay to such
        Multicurrency Revolving Lender on each Interest Payment Date with respect
        to
        each Multicurrency Revolving Loan in such affected Foreign Currency an amount
        that will compensate such Multicurrency Revolving Lender for such additional
        cost.

       

      
        (d)
          A
          certificate as to any additional amounts payable pursuant to this Section
          submitted by any Lender or Issuing Lender to the Borrower (with a copy
          to the
          Administrative Agent) setting forth the basis of calculation of such additional
          amounts shall be conclusive in the absence of manifest error. The obligations
          of
          the Borrower pursuant to this Section shall survive the termination of
          this
          Agreement and the payment of the Loans and all other amounts payable
          hereunder.

      

       

       

      
        
          
          

        

        
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      (e)
        Notwithstanding any other provision of this Agreement, if, (i)(A) the
        adoption of any law, rule or regulation after the Effective Date, (B) any
        change in any law, rule or regulation or in the interpretation or application
        thereof by any Governmental Authority after the Effective Date or
        (C) compliance by any Multicurrency Revolving Lender with any request,
        guideline or directive (whether or not having the force of law) of any
        Governmental Authority made or issued after the Effective Date, shall make
        it
        unlawful for any such Multicurrency Revolving Lender to make or maintain
        any
        Multicurrency Revolving Loan denominated in a Foreign Currency or to give
        effect
        to its obligations as contemplated hereby with respect to any Multicurrency
        Revolving Loan denominated in a Foreign Currency, or (ii) there shall have
        occurred any change in national or international financial, political or
        economic conditions (including the imposition of or any change in exchange
        controls, but excluding conditions otherwise covered by this Section 4.9)
        which would make it impracticable for any Multicurrency Revolving Lenders
        to
        make or maintain Multicurrency Revolving Loans denominated in the relevant
        Foreign Currency after the Effective Date to, or for the account of, the
        Borrower, then:

       

      (i) by
        written notice to the Borrower and to the Administrative Agent, such
        Multicurrency Revolving Lender or Multicurrency Revolving Lenders may declare
        that Multicurrency Revolving Loans denominated in the affected Foreign Currency
        will not thereafter (for the duration of such unlawfulness) be made by such
        Multicurrency Revolving Lender or Multicurrency Revolving Lenders hereunder
        (or
        be continued for additional Interest Periods), whereupon any request for
        a
        Multicurrency Revolving Loan denominated in such Foreign Currency or to continue
        a Multicurrency Revolving Loan denominated in such Foreign Currency, as the
        case
        may be, for an additional Interest Period shall, as to such Multicurrency
        Revolving Lender or Multicurrency Revolving Lenders only, be of no force
        and
        effect, unless such declaration shall be subsequently withdrawn;
        and

       

      (ii) all
        outstanding Multicurrency Revolving Loans denominated in the affected Foreign
        Currency made by such Multicurrency Revolving Lender or Multicurrency Revolving
        Lenders shall be repaid on the last day of the then current Interest Period
        with
        respect thereto or, if earlier, the date on which the applicable notice becomes
        effective.

       

      (f)
        For
        purposes of Section 4.9(e), a notice to the Borrower by any Multicurrency
        Revolving Lender shall be effective as to each Multicurrency Revolving Loan
        denominated in the affected Foreign Currency made by such Multicurrency
        Revolving Lender, if lawful, on the last day of the Interest Period currently
        applicable to such Multicurrency Revolving Loan denominated in a Foreign
        Currency; in all other cases such notice shall be effective on the date of
        receipt thereof by the Borrower.

       

      4.10
        Taxes.
        (a)
        Any and
        all payments made by or on behalf of the Borrower under this Agreement shall
        be
        made free and clear of, and without deduction or withholding for or on account
        of, any present or future income, stamp or other taxes, levies, imposts,
        duties,
        charges, fees, deductions or withholdings, now or hereafter imposed, levied,
        collected, withheld

       

       

      
        
          
          

        

        
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       or
        assessed by any Governmental Authority, excluding net income taxes and franchise
        taxes (imposed in lieu of net income taxes) imposed on any Agent or any Lender
        as a result of a present or former connection between such Agent or such
        Lender
        and the jurisdiction of the Governmental Authority imposing such tax or any
        political subdivision or taxing authority thereof or therein (other than
        any
        such connection arising solely from such Agent or such Lender having executed,
        delivered or performed its obligations or received a payment under, or enforced,
        this Agreement or any other Loan Document). If any such non-excluded taxes,
        levies, imposts, duties, charges, fees, deductions or withholdings
        (“Non-Excluded
        Taxes”)
        or
        Other Taxes are required to be withheld from any amounts payable to any Agent
        or
        any Lender hereunder, the amounts so payable to such Agent or such Lender
        shall
        be increased to the extent necessary to yield to such Agent or such Lender
        (after payment of all Non-Excluded Taxes and Other Taxes) interest or any
        such
        other amounts payable hereunder at the rates or in the amounts specified
        in this
        Agreement, provided,
        however,
        that
        the Borrower shall not be required to increase any such amounts payable to
        any
        Lender with respect to any Non-Excluded Taxes (i) that are attributable to
        such Lender’s failure to comply with the requirements of paragraph (d) or
        (e) of this Section or (ii) that are United States withholding taxes
        imposed on amounts payable to such Lender at the time such Lender becomes
        a
        party to this Agreement or designates a new lending office, except to the
        extent
        that such Lender’s assignor (if any) was entitled, at the time of assignment, to
        receive additional amounts from the Borrower with respect to such Non-Excluded
        Taxes pursuant to this paragraph.

       

      (b)
        In
        addition, the Borrower shall pay any Other Taxes to the relevant Governmental
        Authority in accordance with applicable law.

       

      (c)
        Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower,
        as
        promptly as possible thereafter the Borrower shall send to the Administrative
        Agent for its own account or for the account of the relevant Agent or Lender,
        as
        the case may be, a certified copy of an original official receipt received
        by
        the Borrower showing payment thereof. If the Borrower fails to pay any
        Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority
        or fails to remit to the Administrative Agent the required receipts or other
        required documentary evidence, the Borrower shall indemnify the Agents and
        the
        Lenders for any incremental taxes, interest or penalties that may become
        payable
        by any Agent or any Lender as a result of any such failure.

       

      (d)
        Each
        Lender (or Transferee) that is not a “U.S. Person” as defined in
        Section 7701(a)(30) of the Code (a “Non-U.S.
        Lender”)
        shall
        deliver to the Borrower and the Administrative Agent (or, in the case of
        a
        Participant, to the Lender from which the related participation shall have
        been
        purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN
        or
        Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from
        U.S.
        federal withholding tax under Section 871(h) or 881(c) of the Code with
        respect to payments of “portfolio interest”, a statement substantially in the
        form of Exhibit G and a Form W-8BEN, or any subsequent versions thereof or
        successors thereto, properly completed and duly executed by such Non-U.S.
        Lender
        claiming complete exemption from, or a reduced rate of, U.S. federal withholding
        tax on all payments by the Borrower under this Agreement and the other Loan
        Documents. Such forms shall be delivered by each Non-U.S. Lender on or before
        the date

       

       


      
        
          
          

        

        
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      it
        becomes a party to this Agreement (or, in the case of any Participant, on
        or
        before the date such Participant purchases the related participation). In
        addition, each Non-U.S. Lender shall deliver such forms promptly upon the
        obsolescence or invalidity of any form previously delivered by such Non-U.S.
        Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time
        it
        determines that it is no longer in a position to provide any previously
        delivered certificate to the Borrower (or any other form of certification
        adopted by the U.S. taxing authorities for such purpose). Notwithstanding
        any
        other provision of this paragraph, a Non-U.S. Lender shall not be required
        to
        deliver any form pursuant to this paragraph that such Non-U.S. Lender is
        not
        legally able to deliver.

       

      (e)
        Each
        Lender (or Transferee) that is entitled to an exemption from or reduction
        of
        non-U.S. withholding tax under the law of the jurisdiction in which the Borrower
        is located, or any treaty to which such jurisdiction is a party, with respect
        to
        payments under this Agreement shall deliver to the Borrower (with a copy
        to the
        Administrative Agent), at the time or times prescribed by applicable law
        or
        reasonably requested by the Borrower, such properly completed and executed
        documentation prescribed by applicable law as will permit such payments to
        be
        made without withholding or at a reduced rate, provided
        that
        such Lender is legally entitled to complete, execute and deliver such
        documentation and in such Lender’s judgment such completion, execution or
        submission would not materially prejudice the legal position of such
        Lender.

       

      (f)
        The
        agreements in this Section 4.10 shall survive the termination of this
        Agreement and the payment of the Loans and all other amounts payable
        hereunder.

       

      (g)
        If
        any Lender or the Administrative Agent determines, in its sole discretion,
        that
        it has received a refund attributable to any Non-Excluded Taxes or Other
        Taxes
        paid by the Borrower or for which the Lender or the Administrative Agent
        has
        received payment from the Borrower hereunder, such Lender or the Administrative
        Agent, within 30 days of such receipt, shall deliver to the Borrower the
        amount of such refund without interest (other than any interest paid by the
        relevant Governmental Authority with respect to such refund); provided,
        however,
        that
        the Borrower agrees to repay the amount paid over to the Borrower (plus
        any
        penalties, interest or other charges imposed by the relevant Governmental
        Authority) to such Lender or the Administrative Agent in the event that such
        Lender or the Administrative Agent is required to repay such refund to such
        Governmental Authority. In addition, upon a written request by the Borrower,
        any
        Lender and the Administrative Agent shall timely execute and deliver to the
        Borrower such certificates, forms or other documents which can be reasonably
        furnished consistent with the facts to assist the Borrower in applying for
        refunds of Non-Excluded Taxes or Other Taxes remitted hereunder, unless to
        do so
        will unduly prejudice or cause undue hardship to such Lender or the
        Administrative Agent (as determined in the sole discretion of such Lender
        or the
        Administrative Agent). This paragraph shall not be construed to require any
        Lender or the Administrative
        Agent to make available its tax returns (or any other information relating
        to
        its Taxes that it deems confidential) to the Borrower or any other
        Person.

       

       


      
        
          
          

        

        
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      4.11. Indemnity.  The
        Borrower agrees to indemnify each Lender and to hold each Lender harmless
        from
        any loss or expense that such Lender may sustain or incur as a consequence
        of
        (a) default by the Borrower in making a borrowing of, conversion into or
        continuation of Eurocurrency Loans after the Borrower has given a notice
        requesting the same in accordance with the provisions of this Agreement,
        (b) default by the Borrower in making any prepayment of or conversion from
        Eurocurrency Loans after the Borrower has given a notice thereof in accordance
        with the provisions of this Agreement or (c) the making of a prepayment of
        Eurocurrency Loans or the conversion of Eurocurrency Loans, in each case,
        on a
        day that is not the last day of an Interest Period with respect thereto.
        Such
        indemnification may include an amount equal to the excess, if any, of
        (i) the amount of interest that would have accrued on the amount so
        prepaid, or not so borrowed, converted or continued, for the period from
        the
        date of such prepayment or of such failure to borrow, convert or continue
        to the
        last day of such Interest Period (or, in the case of a failure to borrow,
        convert or continue, the Interest Period that would have commenced on the
        date
        of such failure) in each case at the applicable rate of interest for such
        Loans
        provided for herein (excluding, however, the Applicable Margin included therein,
        if any) over (ii) the amount of interest (as reasonably determined by such
        Lender) that would have accrued to such Lender on such amount by placing
        such
        amount on deposit for a comparable period with leading banks in the interbank
        Eurocurrency market. A certificate as to any amounts payable pursuant to
        this
        Section submitted to the Borrower by any Lender shall be conclusive in the
        absence of manifest error. This covenant shall survive the termination of
        this
        Agreement and the payment of the Loans and all other amounts payable
        hereunder.

       

      4.12. Change
        of Lending Office.  Each
        Lender agrees that, upon the occurrence of any event giving rise to the
        operation of Section 4.9, 4.10(a) or 4.10(b) with respect to such Lender,
        it will, if requested by the Borrower, use reasonable efforts (subject to
        overall policy considerations of such Lender) to designate another lending
        office for any Loans affected by such event with the object of avoiding the
        consequences of such event; provided
        that
        such designation is made on terms that, in the sole judgment of such Lender,
        cause such Lender and its lending office(s) to suffer no economic, legal
        or
        regulatory disadvantage, and provided,
        further,
        that
        nothing in this Section shall affect or postpone any of the obligations of
        the
        Borrower or the rights of any Lender pursuant to Section 4.9, 4.10(a) or
        4.10(b).

       

      4.13. Replacement
        of Lenders.  The
        Borrower shall be permitted to replace any Lender that (a) requests
        reimbursement for amounts owing pursuant to Section 4.9, 4.10(a) or 4.10(b)
        or (b) defaults in its obligation to make Loans hereunder, with a
        replacement financial institution; provided
        that
        (i) such replacement does not conflict with any Requirement of Law,
        (ii) no Event of Default shall have occurred and be continuing at the time
        of such replacement, (iii) prior to any such replacement, such Lender shall
        have taken no action under Section 4.12 so as to eliminate the continued
        need for payment of amounts owing pursuant to Section 4.9, 4.10(a) or
        4.10(b), (iv) the replacement financial institution shall purchase, at par,
        all Loans and other amounts owing to such replaced Lender on or prior to
        the
        date of replacement, (v) the Borrower shall be liable to such replaced
        Lender under Section 4.11 if any Eurocurrency Loan owing to such replaced
        Lender shall be purchased other than on the last day of the Interest Period
        relating thereto, (vi) the replacement financial institution, if not
        already a Lender, shall be reasonably satisfactory to the Administrative
        Agent
        and (if the replaced Lender was a Revolving Lender) each Issuing Lender and
        (if
        the replaced Lender was a Dollar Revolving Lender) the Swingline Lender,
        (vii) the replaced Lender shall be obligated to make such replacement in
        accordance with the provisions of Section 11.6, (viii) until such time
        as such replacement shall

       


      
        
          
          

        

        
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      be
        consummated, the Borrower shall pay all additional amounts (if any) required
        pursuant to Section 4.9, 4.10(a) or 4.10(b), as the case may be, and
        (ix) any such replacement shall not be deemed to be a waiver of any rights
        that the Borrower, the Administrative Agent or any other Lender shall have
        against the replaced Lender.

       

      4.14. Evidence
        of Debt.
        (a)
        Each
        Lender shall maintain in accordance with its usual practice an account or
        accounts evidencing indebtedness of the Borrower to such Lender resulting
        from
        each Loan of such Lender from time to time, including the amounts of principal
        and interest payable and paid to such Lender from time to time under this
        Agreement.

       

      (b)
        The
        Administrative Agent, on behalf of the Borrower, shall maintain the Register
        pursuant to Section 11.6, and a subaccount therein for each Lender, in
        which shall be recorded (i) the amount of each Loan made hereunder and any
        Note evidencing such Loan, the Type of such Loan and each Interest Period
        applicable thereto, (ii) the amount of any principal or interest due and
        payable or to become due and payable from the Borrower to each Lender hereunder
        and (iii) both the amount of any sum received by the Administrative Agent
        hereunder from the Borrower and each Lender’s share thereof.

       

      (c)
        The
        entries made in the Register and the accounts of each Lender maintained pursuant
        to Section 4.14(a) shall, to the extent permitted by applicable law, be
prima facie
        evidence
        of the existence and amounts of the obligations of the Borrower therein
        recorded; provided,
        however,
        that
        the failure of any Lender or the Administrative Agent to maintain the Register
        or any such account, or any error therein, shall not in any manner affect
        the
        obligation of the Borrower to repay (with applicable interest) the Loans
        made to
        the Borrower by such Lender in accordance with the terms of this
        Agreement.

       

      (d)
        The
        Borrower agrees that, upon the request by any Lender (through the Administrative
        Agent), the Borrower will prepare, execute and deliver to such Lender a
        promissory note of the Borrower payable to the order of such Lender (or if
        requested by such Lender, to such Lender and its registered assigns) and
        in a
        form approved by the Administrative Agent, evidencing Loans made by such
        Lender.

       

      4.15. Illegality.  Notwithstanding
        any other provision herein, if the adoption of or any change in any Requirement
        of Law or in the interpretation or application thereof shall make it unlawful
        for any Lender to make or maintain Eurocurrency Loans as contemplated by
        this
        Agreement, (a) the commitment of such Lender hereunder to make Eurocurrency
        Loans, continue Eurocurrency Loans as such and convert Base Rate Loans to
        Eurocurrency Loans shall forthwith be canceled and (b) such Lender’s Loans
        then outstanding as Eurocurrency Loans, if any, shall be converted automatically
        to Base Rate Loans (or, in the case of Multicurrency Revolving Loans denominated
        in a Foreign Currency, be repaid) on the respective last days of the then
        current Interest Periods with respect to such Loans or within such earlier
        period as required by law. If any such conversion of a Eurocurrency Loan
        occurs
        on a day which is not the last day of the then current Interest Period with
        respect thereto, the Borrower shall pay to such Lender such amounts, if any,
        as
        may be required pursuant to Section 4.11.

       

       


      
        
          
          

        

        
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      4.16. Foreign
        Currency Exchange Rate.
        (a)
        No
        later
        than 1:00 P.M., London time, on each Calculation Date with respect to a
        Foreign Currency, the Administrative Agent shall determine the Exchange Rate
        as
        of such Calculation Date with respect to such Foreign Currency, provided
        that,
        upon receipt of a Borrowing Request pursuant to Section 3.2 for a borrowing
        of a Multicurrency Revolving Loan denominated in a Foreign Currency or a
        request
        for a Letter of Credit denominated in a Foreign Currency pursuant to
        Section 3.8, the Administrative Agent shall determine the Exchange Rate
        with respect to the relevant Foreign Currency in accordance with the foregoing
        (it being acknowledged and agreed that the Administrative Agent shall use
        such
        Exchange Rate for the purposes of determining compliance with
        Section 3.1(a) or 3.7(a), as applicable, with respect to such Borrowing
        Request or Application). The Exchange Rates so determined shall become effective
        on the first Business Day immediately following the relevant Calculation
        Date (a
“Reset
        Date”),
        shall
        remain effective until the next succeeding Reset Date and shall for all purposes
        of this Agreement (other than Section 4.7, 11.18 or any other provision
        expressly requiring the use of a current Exchange Rate) be the Exchange Rates
        employed in converting any amounts between Dollars and Foreign
        Currencies.

       

      (b)
        No
        later than 5:00 P.M., London time, on each Reset Date and each Borrowing
        Date with respect to Multicurrency Revolving Loans denominated in a Foreign
        Currency, the Administrative Agent shall determine the aggregate amount of
        the
        Dollar Equivalents of the principal amounts of the Multicurrency Revolving
        Loans
        denominated in a Foreign Currency then outstanding (after giving effect to
        any
        Multicurrency Revolving Loans denominated in a Foreign Currency to be made
        or
        repaid on such date and the aggregate amount of the L/C Obligations then
        outstanding).

       

      (c)
        The
        Administrative Agent shall promptly notify the Borrower of each determination
        of
        an Exchange Rate hereunder.

       

      SECTION
        5.  REPRESENTATIONS
        AND WARRANTIES

       

      To
        induce
        the Agents and the Lenders to enter into this Agreement and to make the Loans
        and issue or participate in the Letters of Credit, the Borrower hereby
        represents and warrants to each Agent and each Lender that:

       

      5.1. Financial
        Condition.  The
        audited consolidated balance sheet of the Borrower and its consolidated
        Subsidiaries as at December 31, 2005, and the related consolidated
        statements of income and of cash flows for the fiscal year ended on such
        date,
        reported on by and accompanied by an unqualified report from Deloitte &
Touche LLP, present fairly the consolidated financial condition of the Borrower
        and its consolidated Subsidiaries as at such date, and the consolidated results
        of its operations and its consolidated cash flows for the fiscal year then
        ended. Such financial statements, including the related schedules and notes
        thereto, have been prepared in accordance with GAAP applied consistently
        throughout the periods involved (except as approved by the aforementioned
        firm
        of accountants and disclosed therein). No Group Member has any material
        Guarantee Obligations, contingent liabilities and liabilities for taxes,
        or any
        long-term leases or unusual forward or long-term commitments, including any
        interest rate or foreign currency swap or exchange transaction or other
        obligation

       

       


      
        
          
          

        

        
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      in
        respect of derivatives, that are not reflected in the most recent financial
        statements referred to in this paragraph or disclosed in this Section 5..

       

      5.2. No
        Change.  Since
        December 31, 2005, there has been no development or event that has had or
        could reasonably be expected to have a Material Adverse Effect.

       

      5.3. Corporate
        Existence; Compliance with Law.  Each
        Group Member (a) is duly organized, validly existing and in good standing
        under the laws of the jurisdiction of its organization, (b) has the power
        and authority, and the legal right, to own and operate its property, to lease
        the property it operates as lessee and to conduct the business in which it
        is
        currently engaged, (c) is duly qualified as a foreign corporation and in
        good standing under the laws of each jurisdiction where its ownership, lease
        or
        operation of property or the conduct of its business requires such
        qualification, except to the extent that the failure to so qualify could
        not,
        individually or in the aggregate, reasonably be expected to have a Material
        Adverse Effect and (d) is in compliance with all Requirements of Law except
        to the extent that the failure to comply therewith could not, in the aggregate,
        reasonably be expected to have a Material Adverse Effect.

       

      5.4. Power;
        Authorization; Enforceable Obligations.  Each
        Loan Party has the power and authority, and the legal right, to make, deliver
        and perform the Loan Documents to which it is a party and, in the case of
        the
        Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken
        all necessary organizational action to authorize the execution, delivery
        and
        performance of the Loan Documents to which it is a party and, in the case
        of the
        Borrower, to authorize the extensions of credit on the terms and conditions
        of
        this Agreement. No consent or authorization of, filing with, notice to or
        other
        act by or in respect of, any Governmental Authority or any other Person is
        required in connection with the extensions of credit hereunder or with the
        execution, delivery, performance, validity or enforceability of this Agreement
        or any of the other Loan Documents, except (i) consents, authorizations,
        filings and notices described in Schedule 5.4, which consents,
        authorizations, filings and notices have been obtained or made and are in
        full
        force and effect and (ii) the filings referred to in Section 5.19.
        Each Loan Document has been duly executed and delivered on behalf of each
        Loan
        Party party thereto. This Agreement constitutes, and each other Loan Document
        upon execution will constitute, a legal, valid and binding obligation of
        each
        Loan Party party thereto, enforceable against each such Loan Party in accordance
        with its terms, except as enforceability may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
        the
        enforcement of creditors’ rights generally and by general equitable principles
        (whether enforcement is sought by proceedings in equity or at law).

       

      5.5. No
        Legal Bar.  The
        execution, delivery and performance of this Agreement and the other Loan
        Documents, the issuance of Letters of Credit, the borrowings hereunder and
        the
        use of the proceeds thereof will not violate any Requirement of Law or any
Contractual
        Obligation of any Group Member and will not result in, or require, the creation
        or imposition of any Lien on any of their respective properties or revenues
        pursuant to any Requirement of Law or any such Contractual Obligation (other
        than the Liens created by the Security Documents). No Requirement of Law
        or
        Contractual Obligation applicable to the Borrower or any of its Subsidiaries
        could reasonably be expected to have a Material Adverse
        Effect.

       


      
        
          
          

        

        
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      5.6. Litigation.  Except
        as described on Schedule 5.6, no litigation, investigation or proceeding of
        or before any arbitrator or Governmental Authority is pending or, to the
        knowledge of the Borrower, threatened by or against any Group Member or against
        any of their respective properties or revenues (a) with respect to any of
        the Loan Documents or any of the transactions contemplated hereby or thereby,
        or
        (b) that could reasonably be expected to have a Material Adverse
        Effect.

       

      5.7. No
        Default.  No
        Group Member is in default under or with respect to any of its Contractual
        Obligations in any respect that could reasonably be expected to have a Material
        Adverse Effect. No Default or Event of Default has occurred and is
        continuing.

       

      5.8. Ownership
        of Property; Liens.  Each
        Group Member has title in fee simple to, or a valid leasehold interest in,
        all
        its real property material to its business, and, to its knowledge, good title
        to, or a valid leasehold interest in, all its other property, and none of
        such
        property is subject to any Lien except as permitted by Section 8.3, and as
        set forth on Schedule B to each Title Policy.

       

      5.9. Intellectual
        Property.  Each
        Group Member owns, or is licensed to use, all material Intellectual Property
        necessary for the conduct of its business as currently conducted. No claim
        has
        been asserted and is pending by any Person challenging or questioning the
        use of
        any Intellectual Property or the validity or effectiveness of any Intellectual
        Property, nor does the Borrower know of any valid basis for any such claim,
        except such claims that, individually or in the aggregate, could not reasonably
        be expected to have a Material Adverse Effect. To the knowledge of the Borrower,
        the use of Intellectual Property by each Group Member does not infringe on
        the
        rights of any Person in any material respect.

       

      5.10. Taxes.  Each
        Group Member has filed or caused to be filed all Federal, state and other
        material tax returns that are required to be filed and has paid all taxes
        shown
        to be due and payable on said returns or on any assessments made against
        it or
        any of its property and all other taxes, fees or other charges imposed on
        it or
        any of its property by any Governmental Authority which have become due and
        payable (other than any taxes the amount or validity of which are currently
        being contested in good faith by appropriate proceedings and with respect
        to
        which reserves in conformity with GAAP have been provided on the books of
        the
        relevant Group Member); no tax Lien has been filed, and, to the knowledge
        of the
        Borrower, no claim is being asserted, with respect to any such tax, fee or
        other
        charge.

       

      5.11. Federal
        Regulations.  No
        part of the proceeds of any Loans, and no other extensions of credit hereunder,
        will be used for “buying” or “carrying” any “margin stock” within the respective
        meanings of each of the quoted terms under Regulation U as now and from
time
        to
        time hereafter in effect or for any purpose that violates the provisions
        of the
        Regulations of the Board. If requested by any Lender or the Administrative
        Agent, the Borrower will furnish to the Administrative Agent and each Lender
        a
        statement to the foregoing effect in conformity with the requirements of
        FR Form
        G-3 or FR Form U-1, as applicable, referred to in
        Regulation U.

       


      
        
          
          

        

        
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      5.12. Labor
        Matters.  Except
        as, in the aggregate, could not reasonably be expected to have a Material
        Adverse Effect: (a) there are no strikes or other labor disputes against
        any Group Member pending or, to the knowledge of the Borrower, threatened;
        (b) hours worked by and payment made to employees each Group Member have
        not been in violation of the Fair Labor Standards Act or any other applicable
        Requirement of Law dealing with such matters; and (c) all payments due from
        any Group Member on account of employee health and welfare insurance have
        been
        paid or accrued as a liability on the books of the relevant Group
        Member.

       

      5.13. ERISA.  Except
        as, in the aggregate, could not reasonably be expected to have a Material
        Adverse Effect: (a) neither a Reportable Event nor an “accumulated funding
        deficiency” (within the meaning of Section 412 of the Code or
        Section 302 of ERISA) has occurred during the five-year period prior to the
        date on which this representation is made or deemed made with respect to
        any
        Plan, and each Plan has complied in all material respects with the applicable
        provisions of ERISA and the Code; (b) no termination of a Single Employer
        Plan
        has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during
        such
        five-year period that would result in a material liability; (c) the present
        value of all accrued benefits under each Single Employer Plan (based on those
        assumptions used to fund such Plans) did not, as of the last annual valuation
        date prior to the date on which this representation is made or deemed made,
        exceed the value of the assets of such Plan allocable to such accrued benefits
        by a material amount in relation to the business of the Borrower; (d) neither
        the Borrower nor any Commonly Controlled Entity has had a complete or partial
        withdrawal from any Multiemployer Plan that has resulted or could reasonably
        be
        expected to result in a material liability under ERISA; and (e) no such
        Multiemployer Plan is in Reorganization or Insolvent.

       

      5.14. Investment
        Company Act; Public Utility Holding Company Act; Other
        Regulations.  No
        Loan Party is (a) an “investment company”, or a company “controlled” by an
“investment company”, within the meaning of the Investment Company Act of 1940,
        as amended or (b) a “holding company” as defined in, or subject to
        regulation under, the Public Utility Holding Company Act of 1935. No Loan
        Party
        is subject to regulation under any Requirement of Law (other than
        Regulation X of the Board) that limits its ability to incur
        Indebtedness.

       

      5.15. Subsidiaries.  Except
        as disclosed to the Administrative Agent by the Borrower in writing from
        time to
        time after the Restatement Effective Date, (a) Schedule 5.15(a) sets
        forth the name and jurisdiction of incorporation of each Subsidiary and,
        as to
        each such Subsidiary, the percentage of each class of Capital Stock owned
        by any
        Loan Party and (b) there are no outstanding subscriptions, options,
        warrants, calls, rights or other agreements or commitments (other than stock
        options or other equity granted to employees, directors or other persons
        and
        directors’ qualifying shares) of any nature relating to any Capital Stock of the
Borrower
        or any Subsidiary, except as created by the Loan Documents or, as of the
        Restatement Effective Date, except as disclosed on
        Schedule 5.15(b).

       

      
        5.16. [Reserved]
 

       

      
        
          
          

        

        
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      5.17. Environmental
        Matters.  Except
        as, in the aggregate, could not reasonably be expected to have a Material
        Adverse Effect:

       

      (a) the
        facilities and properties currently owned, leased or operated by any Group
        Member (the “Subject
        Properties”)
        and,
        to the knowledge of the Borrower, the facilities and properties formerly
        owned,
        leased or operated by any Group Member do not contain, and have not previously
        contained, any Materials of Environmental Concern in amounts or concentrations
        or under circumstances that constitute or constituted a violation of, or
        could
        reasonably be expected to give rise to liability under, any applicable
        Environmental Law;

       

      (b) no
        Group
        Member has received any written notice of, or is aware of, any violation,
        alleged violation or non-compliance, request for information, claim or demand
        liability or potential liability arising under or relating to any Environmental
        Laws involving any Group Member (the “Business”),
        nor
        does the Borrower have knowledge or reason to believe that any such notice
        will
        be received or is being threatened;

       

      (c) Materials
        of Environmental Concern have not been transported or disposed of from the
        Subject Properties in violation of, or in a manner or to a location that
        could
        reasonably be expected to give rise to liability under, any applicable
        Environmental Law, nor have any Materials of Environmental Concern been
        generated, treated, stored or disposed of at, on or under any of the Subject
        Properties in violation of, or in a manner that could reasonably be expected
        to
        give rise to liability under, any applicable Environmental Law;

       

      (d) no
        judicial proceeding or governmental or administrative action is pending or,
        to
        the knowledge of the Borrower, threatened, under any Environmental Law nor
        are
        there any consent decrees or other decrees, consent orders, administrative
        orders or other orders, or other administrative or judicial requirements
        outstanding under any Environmental Law in either case, as to which any Group
        Member is or, to the knowledge of the Borrower, will be named as a
        party;

       

      (e) there
        has
        been no release or threat of release of Materials of Environmental Concern
        at or
        from the Subject Properties, or arising from or related to the operations
        of any
        Group Member in connection with the Subject Properties or otherwise in
        connection with the Business, in violation of or in amounts or in a manner
        that
        could reasonably be expected to give rise to liability under any applicable
        Environmental Laws;

       

      (f) the
        Subject Properties and all operations at the Subject Properties are in
        compliance, and have in the last five years been in compliance, with all
        applicable Environmental
        Laws, and there is no violation of any applicable Environmental Law with
        respect
        to the Subject Properties or the Business; and

       

      
        (g) no
          Group
          Member has assumed or retained any liability of any other Person under
          Environmental Laws.

         

      


      
        
          
          

        

        
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      5.18. Accuracy
        of Information, etc.  No
        statement or information contained in this Agreement, any other Loan Document,
        the Confidential Information Memorandum or any other document, certificate
        or
        statement furnished by or on behalf of any Loan Party to the Administrative
        Agent or the Lenders, or any of them, for use in connection with the
        transactions contemplated by this Agreement or the other Loan Documents,
        contained as of the date such statement, information, document or certificate
        was so furnished (or, in the case of the Confidential Information Memorandum,
        as
        of the date of this Agreement), any untrue statement of a material fact or
        omitted to state a material fact necessary to make the statements contained
        herein or therein not misleading. The projections contained in the materials
        referenced above are based upon good faith estimates and assumptions believed
        by
        management of the Borrower to be reasonable at the time made, it being
        recognized by the Lenders that such financial information as it relates to
        future events is not to be viewed as fact and that actual results during
        the
        period or periods covered by such financial information may differ from the
        projected results set forth therein by a material amount. There is no fact
        known
        to any Loan Party that could reasonably be expected to have a Material Adverse
        Effect that has not been expressly disclosed herein, in the other Loan
        Documents, in the Confidential Information Memorandum or in any other documents,
        certificates and statements furnished to the Administrative Agent and the
        Lenders for use in connection with the transactions contemplated hereby and
        by
        the other Loan Documents.

       

      5.19. Security
        Documents.
        (a)
        The
        Guarantee and Collateral Agreement is effective to create in favor of the
        Administrative Agent, for the benefit of the Lenders, a legal, valid and
        enforceable security interest in the Collateral described therein and proceeds
        thereof. In the case of the Pledged Stock described in the Guarantee and
        Collateral Agreement, when stock certificates representing such Pledged Stock
        have been delivered to the Administrative Agent, together with proper
        endorsements executed in blank and such other action has been taken with
        respect
        to Pledged Stock of Foreign Subsidiaries as specified in the Guarantee and
        Collateral Agreement, and in the case of the other Collateral described in
        the
        Guarantee and Collateral Agreement, when financing statements specified on
        Schedule 5.19(a) have been filed in the offices specified on
        Schedule 5.19(a), the Guarantee and Collateral Agreement constitutes a
        fully perfected Lien on, and security interest in, all right, title and interest
        of the Loan Parties in such Collateral and the proceeds thereof, as security
        for
        the Obligations (as defined in the Guarantee and Collateral Agreement), in
        each
        case prior and superior in right to any other Person (except, in the case
        of
        Collateral other than Pledged Stock, Liens permitted by
        Section 8.3).

       

      (b)
        Each
        Mortgage is effective to create in favor of the Administrative Agent, for
        the
        benefit of the Lenders (as defined in the Guarantee and Collateral Agreement),
        a
        legal, valid and enforceable Lien on the Mortgaged Properties described therein
        and proceeds thereof, and when the Mortgages are filed in the offices specified
        on Schedule 5.19(b), such Mortgages shall constitute a fully perfected Lien
        on, and security interest in, all right, title and interest of the Loan Parties
        in such Mortgaged Properties and the proceeds thereof, as security for the
        Obligations (as defined in the relevant Mortgage), in each case prior and
        superior in right to any other Person, subject to the exceptions set forth
        on
        Schedule B to the applicable Title Policy and the Liens permitted under
        Section 8.3. Schedule 1.1(a) lists each parcel of real property in the
        United States owned in fee simple by the Borrower or any of its Subsidiaries
        as
        of the Effective Date.

       

       


      
        
          
          

        

        
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      5.20. Solvency.  Each
        Loan Party is, and after giving effect to the Restatement Transactions and
        the
        incurrence of all Indebtedness and obligations being incurred in connection
        herewith and therewith will be and will continue to be, Solvent.

       

      5.21. Senior
        Indebtedness.  The
        Obligations (x) constitute “Senior Debt” and “Designated Senior Debt” of
        the Borrower under and as defined in each Senior Subordinated Securities
        Indenture and (y) are the only existing “Designated Senior Debt” under each
        Senior Subordinated Securities Indenture. The obligations of each Subsidiary
        Guarantor under the Guarantee and Collateral Agreement constitute “Guarantor
        Senior Debt”
of
        such
        Subsidiary Guarantor under and as defined in each Senior Subordinated Securities
        Indenture.

       

      5.22. Regulation H.  As
        of the Effective Date, except as specified on Schedule 5.22, no Mortgage
        encumbers improved real property that is located in an area that has been
        identified by the Secretary of Housing and Urban Development as an area having
        special flood hazards and in which flood insurance has been made available
        under
        the National Flood Insurance Act of 1968.

       

      5.23. Material
        Contracts.
        (a)
        As of
        the Restatement Effective Date, (i) each Material Contract is in full force
        and effect and is a legal, valid and binding obligation of each party thereto
        enforceable in accordance with its terms and (ii) no Group Member is in
        default of any material provision of any Material Contract.

       

      (b)
        To
        the best knowledge of the Borrower, (i) there has been no default, breach
        or other violation of any Material Contract and (ii) no Governmental
        Authority has any basis for terminating any Material Contract other than
        customary termination provisions relating to convenience and other similar
        provisions, except, in each case, as could not reasonably be expected to
        have a
        Material Adverse Effect.

       

      (c)
        To
        the best knowledge of the Borrower, no Governmental Authority has delivered
        notice of or otherwise demonstrated its intention to exercise its option
        to
        terminate a Material Contract on the basis of clause (b)(ii) above between
        itself and any of the Group Members, except for any such terminations that,
        in
        the aggregate, could not reasonably be expected to have a Material Adverse
        Effect.

       

      (d)
        Schedule 5.23 sets forth each material contract between any Group Member
        and any Governmental Authority in effect on the Effective Date.

       

      5.24. Insurance.  Schedule 5.24
        sets forth a description of all material insurance maintained by or on behalf
        of
        the Borrower and the Subsidiary Guarantors as of the Effective Date. As of
        the
        Restatement Effective Date, all premiums due and payable in respect of such
        insurance
        have been paid. The Borrower reasonably believes that the insurance maintained
        by or on behalf of the Borrower and its Subsidiaries is
        adequate.

       

      
        SECTION
          6.  CONDITIONS
          PRECEDENT

         

        6.1. Conditions
          to Initial Extension of Credit.  [Intentionally
          Omitted].

      

       

       


      
        
          
          

        

        
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      6.2. Conditions
        to Each Extension of Credit.  The
        agreement of each Lender to make any extension of credit requested to be
        made by
        it on any date (including its initial extension of credit) is subject to
        the
        satisfaction of the following conditions precedent:

       

      (a)
        Representations
        and Warranties.
        Each of
        the representations and warranties made by any Loan Party in or pursuant
        to the
        Loan Documents shall be true and correct on and as of such date as if made
        on
        and as of such date.

       

      (b)
        No
        Default.
        No
        Default or Event of Default shall have occurred and be continuing on such
        date
        or after giving effect to the extensions of credit requested to be made on
        such
        date.

       

      (c)
        Tranche
        C Term Loan Conditions.
        In the
        case of the borrowing of Tranche C Term Loans, the Borrower shall have
        delivered to the Administrative Agent, for distribution to the Lenders, not
        later than the delivery of the borrowing request for such borrowing, a pro
        forma
        consolidated balance sheet of the Borrower as of the last day of the fiscal
        quarter most recently ended prior to such borrowing for which financial
        statements are available (certified by a Responsible Officer of the Borrower),
        giving effect to such borrowing and the Global Draw Acquisition, and such
        pro
        forma balance sheet shall be consistent with the forecasts and other financial
        information provided to the Administrative Agent prior to March 16,
        2006.

       

      Each
        borrowing by and issuance of a Letter of Credit for the account of the Borrower
        hereunder shall constitute a representation and warranty by the Borrower
        as of
        the date of such extension of credit that the conditions contained in this
        Section 6.2 have been satisfied.

       

      SECTION
        7.  AFFIRMATIVE
        COVENANTS

       

      The
        Borrower hereby agrees that, so long as the Commitments remain in effect,
        any
        Letter of Credit remains outstanding or any Loan or other amount is owing
        to any
        Lender or Agent hereunder, the Borrower shall and shall cause each of its
        Subsidiaries to:

       

      7.1. Financial
        Statements.  Furnish
        to the Administrative Agent for distribution to each Lender:

       

      (a) as
        soon
        as available, but in any event within 90 days after the end of each fiscal
        year of the Borrower, a copy of the audited consolidated balance sheet of
        the
        Borrower and its consolidated Subsidiaries as at the end of such year and
        the
        related audited consolidated statements of income and of cash flows for such
        year, setting forth in each case in comparative form the figures for the
        previous year, reported on without a “going concern” or like qualification or
        exception, or qualification arising out of the scope
        of
        the audit, by Deloitte & Touche LLP or other independent certified public
        accountants of nationally recognized standing;
        and

       

      (b)
as
        soon
        as available, but in any event not later than 45 days after the end of each
        of the first three quarterly periods of each fiscal year of the Borrower,
        the
        unaudited consolidated balance sheet of the Borrower and its consolidated
        Subsidiaries as at the end of such quarter and the related unaudited
        consolidated statements of income and of cash flows for such quarter and
        the
        portion of the fiscal year through the end 

       


      
        
          
          

        

        
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      of
        such
        quarter, setting forth in each case in comparative form the figures for the
        previous year, certified by a Responsible Officer as being fairly stated
        in all
        material respects (subject to normal year-end audit adjustments).

       

      All
        such
        financial statements shall be complete and correct in all material respects
        and
        shall be prepared in reasonable detail and in accordance with GAAP.

       

      7.2. Certificates;
        Other Information.  Furnish
        to the Administrative Agent for distribution to each Lender (or, in the case
        of
        clause (h), to the relevant Lender):

       

      (a) concurrently
        with the delivery of the financial statements referred to in
        Section 7.1(a), a certificate of the independent certified public
        accountants reporting on such financial statements stating that in making
        the
        examination necessary therefor no knowledge was obtained of any Default or
        Event
        of Default, except as specified in such certificate;

       

      (b) concurrently
        with the delivery of any financial statements pursuant to Section 7.1,
        (i) a certificate of a Responsible Officer stating that, to the best of
        each such Responsible Officer’s knowledge, each Loan Party during such period
        has observed or performed all of its covenants and other agreements, and
        satisfied every condition, contained in this Agreement and the other Loan
        Documents to which it is a party to be observed, performed or satisfied by
        it,
        and that such Responsible Officer has obtained no knowledge of any Default
        or
        Event of Default except as specified in such certificate and (ii) a
        Compliance Certificate containing all information and calculations necessary
        for
        determining, on a consolidated basis, compliance by all Group Members with
        the
        provisions of this Agreement referred to therein as of the last day of the
        fiscal quarter or fiscal year of the Borrower, as the case may be, and, if
        applicable, for determining the Applicable Margins;

       

      (c) as
        soon
        as available, and in any event no later than 45 days after the end of each
        fiscal year of the Borrower, a detailed consolidated budget for the following
        fiscal year (including a projected consolidated balance sheet of the Borrower
        and its Subsidiaries as of the end of the following fiscal year, the related
        consolidated statements of projected cash flow, projected changes in financial
        position and projected income and a description of the underlying assumptions
        applicable thereto) (collectively, the “Projections”),
        which
        Projections shall in each case be accompanied by a certificate of a Responsible
        Officer stating that such Projections are based on reasonable estimates,
        information and assumptions and that such Responsible Officer has no reason
        to
        believe that
        such
        Projections are incorrect in any material respect in light of the circumstances
        under which such estimates and assumptions were made;

       

      (d) if
        at any
        time the Borrower is not required to file periodic reports with the SEC pursuant
        to Section 13 or 15(d) of the Exchange Act, within 90 days after the
        end of each fiscal year of the Borrower and within 45 days after the end of
        each other fiscal

       

       

      
        
          
          

        

        
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      quarter
        of the Borrower, a narrative discussion and analysis of the financial condition
        and results of operations of the Borrower and its Subsidiaries for such fiscal
        quarter and for the period from the beginning of the then current fiscal
        year to
        the end of such fiscal quarter, as compared to the comparable periods of
        the
        previous year;

       

      (e) no
        later
        than ten Business Days prior to the effectiveness thereof, copies of
        substantially final drafts of any proposed amendment, supplement, waiver
        or
        other modification with respect to any Senior Subordinated Securities
        Indenture;

       

      (f) within
        five days after the same are sent, copies of all financial statements and
        reports that the Borrower sends to the holders of any class of its debt
        securities or public equity securities and, within five days after the same
        are
        filed, copies of all financial statements and reports the Borrower may make
        to,
        or file with, the SEC;

       

      (g) if
        any
        Subsidiary organized under the laws of any jurisdiction within the United
        States
        becomes directly owned by a Foreign Subsidiary, prompt notice thereof, including
        whether such Subsidiary is to be treated as a Foreign Subsidiary in accordance
        with the proviso to the definition of the term “Domestic Subsidiary”;
        and

       

      (h) promptly,
        such additional financial and other information as any Lender through the
        Administrative Agent may from time to time reasonably request.

       

      7.3. Payment
        of Obligations.  Pay,
        discharge or otherwise satisfy at or before maturity or before they become
        delinquent, as the case may be, all its material obligations of whatever
        nature
        (including, for the avoidance of doubt, any tax obligations), except where
        the
        amount or validity thereof is currently being contested in good faith by
        appropriate proceedings and reserves in conformity with GAAP with respect
        thereto have been provided on the books of the relevant Group
        Member.

       

      7.4. Maintenance
        of Existence; Compliance.
        (a)
(i)  Preserve,
        renew and keep in full force and effect its corporate existence and
        (ii) take all reasonable action to maintain all rights, privileges and
        franchises necessary or desirable in the normal conduct of its business,
        except,
        in each case, as otherwise permitted by Section 8.4 and except, in the case
        of clause (ii) above, to the extent that failure to do so could not
        reasonably be expected to have a Material Adverse Effect; and (b) comply
        with all Contractual Obligations and Requirements of Law except to the extent
        that failure to comply therewith could not, in the aggregate, reasonably
        be
        expected to have a Material Adverse Effect.

       

      7.5. Maintenance
        of Property; Insurance.
        (a)
        Keep all
        Property material to the conduct of its business in good working order and
        condition, ordinary wear and tear excepted and (b) maintain with
        financially sound and reputable insurance companies insurance on all its
        property in at least such amounts and against at least such risks (but including
        in any event public liability, product liability and business interruption)
        as
        are usually insured against in the same general area by companies engaged
        in the
        same or a similar business.

       

       


      
        
          
          

        

        
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      7.6. Inspection
        of Property; Books and Records; Discussions.
        (a)
        Keep
        proper books of records and account in which full, true and correct entries
        in
        conformity with GAAP and all material Requirements of Law shall be made of
        all
        dealings and transactions in relation to its business and activities and
        (b) permit representatives of any Lender to visit and inspect any of its
        properties and examine and make abstracts from any of its books and records
        at
        any reasonable time during regular business hours upon reasonable notice
        and as
        often as may reasonably be desired and to discuss the business, operations,
        properties and financial and other condition of the Group Members with
        responsible officers of the Group Members and with their independent certified
        public accountants; provided
        that, so
        long as no Default or Event of Default has occurred and is continuing, such
        visits, inspections and examinations by any such Lender shall be coordinated
        through the Administrative Agent and shall not exceed two visits each
        year.

       

      7.7. Notices.  Promptly
        give notice to the Administrative Agent and each Lender of:

       

      (a) the
        occurrence of any Default or Event of Default;

       

      (b) any
        (i) default or event of default under any Contractual Obligation of any
        Group Member of which any Group Member has knowledge or notice or
        (ii) litigation, request for information, investigation or proceeding that
        may exist at any time between any Group Member and any Governmental Authority
        of
        which any Group Member has knowledge or notice, which in either case, if
        not
        cured or if adversely determined, as the case may be, could reasonably be
        expected to have a Material Adverse Effect;

       

      (c) any
        litigation or proceeding affecting any Group Member of which any Group Member
        has knowledge or notice (i) in which the amount involved is $2,000,000 or
        more and not covered by insurance, (ii) in which injunctive or similar
        relief is sought, which, if adversely determined, could reasonably be expected
        to have a Material Adverse Effect or (iii) which relates to any Loan
        Document;

       

      (d) the
        following events, as soon as possible and in any event within 30 days after
        the Borrower knows thereof: (i) the occurrence of any Reportable Event with
        respect to any Single Employer Plan or a Multiemployer Plan, a failure to
        make
        any required contribution to a Plan, the creation of any Lien in favor of
        the
        PBGC or a Plan or any withdrawal from, or the termination, Reorganization
        or
        Insolvency of, any Multiemployer Plan, in each case, if the Borrower would
        reasonably be expected to incur any material liabilities as a result of such
        event or (ii) the institution of proceedings or the taking of any other
        action by the PBGC or the Borrower or any Commonly Controlled Entity or any
        Multiemployer Plan with respect to the withdrawal from, or the termination,
        Reorganization
        or Insolvency of, any Plan if the Borrower could reasonably be expected to
        incur
        any material liabilities as a result of any such event; and

       

      
        (e) any
          development or event that has had or could reasonably be expected to have
          a
          Material Adverse Effect.

      

       

      
 

      
        
          
          

        

        
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      Each
        notice pursuant to this Section 7.7 shall be accompanied by a statement of
        a Responsible Officer setting forth details of the occurrence referred to
        therein and stating what action the Borrower or the relevant Subsidiary proposes
        to take with respect thereto.

       

      7.8. Environmental
        Laws.
        (a)
        Comply
        in all material respects with, and use reasonable efforts to ensure compliance
        in all material respects by all tenants and subtenants, if any, with, all
        applicable Environmental Laws, and to obtain and comply in all material respects
        with and maintain, and use reasonable efforts to ensure that all tenants
        and
        subtenants obtain and comply in all material respects with and maintain,
        any and
        all licenses, approvals, notifications, registrations or permits required
        by
        applicable Environmental Laws.

       

      (b)
        Conduct and complete all investigations, studies, sampling and testing, and
        all
        response, monitoring, remedial, removal and other actions required under
        applicable Environmental Laws and promptly comply in all respects with all
        orders and directives of all Governmental Authorities regarding Environmental
        Laws; provided,
        however,
        that
        the Borrower shall not be deemed in violation of this clause (b) if it
        promptly challenges any such order or directive of any Governmental Authorities
        in a manner consistent with Environmental Laws and pursues such challenge
        or
        challenges diligently and the pendency of such challenges, in the aggregate,
        could not reasonably be expected to have a Material Adverse Effect.

       

      (c)
        Generate, use, treat, store, release, dispose of, and otherwise manage Materials
        of Environmental Concern in a manner that would not reasonably be expected
        to
        result in a material liability to, or to materially affect any real property
        owned, leased or operated by, any Group Member; and take reasonable efforts
        to
        prevent any other person from generating, using, treating, storing, releasing,
        disposing of, or otherwise managing Hazardous Materials in a manner that
        could
        reasonably be expected to result in a material liability to, or materially
        affect any real property owned or operated by, any Group Member or any offsite
        location to which any Group Member sent Materials of Environmental Concern
        for
        disposal or treatment.

       

      7.9. Additional
        Collateral, etc. (a)
        With
        respect to any property acquired after the Effective Date by the Borrower
        or any
        Subsidiary Guarantor (other than (x) any property described in
        paragraph (b), (c), (d), or (e) below, and (y) any property subject to
        a Lien expressly permitted by Section 8.3(m) or 8.3(p) as to which the
        Administrative Agent, for the benefit of the Lenders, does not have a perfected
        Lien, promptly (i) execute and deliver to the Administrative Agent such
        amendments to the Guarantee and Collateral Agreement or such other documents
        as
        the Administrative Agent reasonably deems necessary or advisable to grant
        to the
        Administrative Agent, for the benefit of the Lenders, a security interest
        in
        such property and (ii) take all actions necessary or advisable to grant to
        the Administrative Agent, for the benefit of the Lenders, a perfected first
        priority security interest in such property, including the filing of Uniform
        Commercial Code financing statements in such jurisdictions reasonably as
        may be
        required by the
        Guarantee and Collateral Agreement or by law or as may be requested by the
        Administrative Agent.

       

      (b)
        With respect to any fee interest in any real
        property having a value (together with improvements thereof) of at least
        $500,000 acquired after the Effective Date by the Borrower or any Subsidiary
        Guarantor (other than any such real property subject to a Lien


      
        
          
          

        

        
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      expressly
        permitted by Section 8.3(m)), including any such real property owned by a
        new Subsidiary at the time it becomes subject to the requirements of
        Section 7.9(c) below, promptly (i) execute and deliver a first
        priority Mortgage, in favor of the Administrative Agent, for the benefit
        of the
        Lenders, covering such real property, (ii) if requested by the
        Administrative Agent, provide the Lenders with (x) title insurance covering
        such real property in an amount at least equal to the purchase price of such
        real property (or such other amount as shall be reasonably specified by the
        Administrative Agent) as well as a current ALTA survey thereof, together
        with a
        surveyor’s certificate and (y) any consents or estoppels reasonably deemed
        necessary or advisable by the Administrative Agent in connection with such
        Mortgage, each of the foregoing in form and substance reasonably satisfactory
        to
        the Administrative Agent and (iii) if requested by the Administrative
        Agent, deliver to the Administrative Agent legal opinions relating to the
        matters described above, which opinions shall be in form and substance, and
        from
        counsel, reasonably satisfactory to the Administrative Agent.

       

      (c)
        With
        respect to any new Subsidiary (other than a Foreign Subsidiary or a non-Wholly
        Owned Subsidiary) created or acquired after the Effective Date (which, for
        the
        purposes of this paragraph (c), shall include (A) any existing
        Subsidiary that ceases to be a Foreign Subsidiary, (B) any non-Wholly Owned
        Subsidiary that becomes a Wholly Owned Subsidiary and (C) any Foreign
        Subsidiary or non-Wholly Owned Subsidiary that provides a guarantee of any
        Indebtedness (other than the Loans) of the Borrower or any Subsidiary Guarantor
        that is a Domestic Subsidiary if the aggregate principal amount of all such
        Indebtedness of the Borrower and such Subsidiary Guarantors guaranteed by
        such
        Subsidiary exceeds $5,000,000), promptly (i) execute and deliver to the
        Administrative Agent such amendments or supplements to the Guarantee and
        Collateral Agreement as the Administrative Agent deems necessary or advisable
        to
        grant to the Administrative Agent, for the benefit of the Lenders, a perfected
        first priority security interest in the Capital Stock of such new Subsidiary
        that is owned by the Borrower or any Subsidiary Guarantor, (ii) deliver to
        the Administrative Agent the certificates representing such Capital Stock,
        together with undated stock powers, in blank, executed and delivered by a
        duly
        authorized officer of the relevant Group Member or take such other action
        with
        respect to Pledged Stock of Foreign Subsidiaries necessary to perfect the
        first
        priority security interest of the Administrative Agent in such Pledged Stock,
        (iii) cause such new Subsidiary (A) to become a party to the Guarantee
        and Collateral Agreement, (B) to take such actions necessary or advisable
        to grant to the Administrative Agent for the benefit of the Lenders a perfected
        first priority security interest in the Collateral described in the Guarantee
        and Collateral Agreement owned by such new Subsidiary, including the filing
        of
        Uniform Commercial Code financing statements in such jurisdictions as may
        be
        required by the Guarantee and Collateral Agreement or by law or as may be
        requested by the Administrative Agent and (C) to deliver to the
        Administrative Agent a certificate of such Subsidiary, substantially in the
        form
        of Exhibit C, with appropriate insertions and attachments, and (iv) if
requested
        by the Administrative Agent, deliver to the Administrative Agent legal opinions
        relating to the matters described above, which opinions shall be in form
        and
        substance, and from counsel, reasonably satisfactory to the Administrative
        Agent.

       

      (d)
        With respect to any Domestic Subsidiary that does
        not become a Subsidiary Guarantor pursuant to Section 7.9(c), promptly
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      Agent
        such amendments or supplements to the Guarantee and Collateral Agreement
        as the
        Administrative Agent deems necessary or advisable to grant to the Administrative
        Agent, for the benefit of the Lenders, a perfected first priority security
        interest in the Capital Stock of such Subsidiary that is owned by the Borrower
        or any Subsidiary Guarantor, (ii) deliver to the Administrative Agent the
        certificates representing such Capital Stock, together with undated stock
        powers, in blank, executed and delivered by a duly authorized officer of
        the
        relevant Group Member, as the case may be, and take such other action as
        may be
        necessary or, in the opinion of the Administrative Agent, desirable to perfect
        the Administrative Agent’s security interest therein, and (iii) if
        requested by the Administrative Agent, deliver to the Administrative Agent
        legal
        opinions relating to the matters described above, which opinions shall be
        in
        form and substance, and from counsel, reasonably satisfactory to the
        Administrative Agent.

       

      (e)
        With
        respect to any Foreign Subsidiary, promptly (i) execute and deliver to the
        Administrative Agent such amendments or supplements to the Guarantee and
        Collateral Agreement as the Administrative Agent deems necessary or advisable
        to
        grant to the Administrative Agent, for the benefit of the Lenders, a perfected
        first priority security interest in the Capital Stock of such Subsidiary
        that is
        directly owned by the Borrower or any Subsidiary Guarantor (provided
        that in
        no event shall more than 65% of the total outstanding voting Capital Stock
        of
        any such Subsidiary be required to be so pledged), (ii) deliver to the
        Administrative Agent the certificates representing such Capital Stock, together
        with undated stock powers, in blank, executed and delivered by a duly authorized
        officer of the Borrower or relevant Subsidiary Guarantor, or take such other
        action with respect to Pledged Stock of Foreign Subsidiaries necessary to
        perfect the first priority security interest of the Administrative Agent
        in such
        Pledged Stock, as the case may be, and take such other action as may be
        necessary or, in the reasonable opinion of the Administrative Agent, desirable
        to perfect the Administrative Agent’s security interest therein, and
        (iii) if requested by the Administrative Agent, deliver to the
        Administrative Agent legal opinions relating to the matters described above,
        which opinions shall be in form and substance, and from counsel, reasonably
        satisfactory to the Administrative Agent.

       

      (f)
        With
        respect to any Intellectual Property, acquired by the Borrower or any Subsidiary
        Guarantor that is not identified on the Perfection Certificate delivered
        on the
        Effective Date, promptly (i) notify the Administrative Agent of such
        Intellectual Property, (ii) execute and deliver to the Administrative Agent
        such amendments or supplements to the Guarantee and Collateral Agreement
        or such
        other documents as shall be necessary or as the Administrative Agent reasonably
        requests to grant to the Administrative Agent, for the benefit of the Lenders,
        a
        security interest in such Intellectual Property and (iii) take all actions
        necessary or reasonably requested by the Administrative Agent to perfect
        a first
        priority security interest in such Intellectual Property.

       

      7.10
Further
        Assurances.  From
        time to time execute and deliver, or cause to be executed and delivered,
        such
        additional instruments, certificates or documents, and take all such actions,
        as
        the Administrative Agent may reasonably request for the purposes of implementing
        or effectuating the provisions of this Agreement and the other Loan Documents,
        or of more fully perfecting or renewing the rights of the Administrative
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      Collateral
        (or with respect to any additions thereto or replacements or proceeds thereof
        or
        with respect to any other property or assets hereafter acquired by the Borrower
        or any Subsidiary which may be deemed to be part of the Collateral) pursuant
        hereto or thereto. Upon the exercise by the Administrative Agent or any Lender
        of any power, right, privilege or remedy pursuant to this Agreement or the
        other
        Loan Documents which requires any consent, approval, recording qualification
        or
        authorization of any Governmental Authority, the Borrower will execute and
        deliver, or will cause the execution and delivery of, all applications,
        certifications, instruments and other documents and papers that the
        Administrative Agent or such Lenders may be required to obtain from the Borrower
        or any of its Subsidiaries for such governmental consent, approval, recording,
        qualification or authorization.

       

      7.11. Use
        of
        Proceeds.
        Use the
        proceeds of the Loans (other than Tranche C Term Loans), together with the
        proceeds of the issuance of the Senior Subordinated Notes and the Convertible
        Senior Subordinated Debentures, to finance the Tender Offer and the payments
        to
        be made in respect of the Convertible Debentures Options Transactions, to
        repay
        amounts owing under the Prior Credit Agreement, to pay fees and expenses
        related
        to the Transactions and for general corporate purposes of the Borrower and
        its
        Subsidiaries; provided
        that no
        more than $50,000,000 of the proceeds of the Revolving Loans shall be used
        to
        finance the Tender Offer and the payments to be made in respect of the
        Convertible Debentures Options Transactions, to repay amounts owing under
        the
        Prior Credit Agreement and to pay fees and expenses related to the Transactions.
        Use the proceeds of the Tranche C Term Loans to finance the 2006
        Acquisitions and otherwise for general corporate purposes. Use the Letters
        of
        Credit to support obligations incurred by the Borrower and its Subsidiaries
        for
        general corporate purposes.

       

      7.12. Hedging
        Arrangements.
        As
        promptly as practicable, and in any event within 90 days after the Effective
        Date, the Borrower will enter into, and thereafter maintain in effect for
        the
        periods specified below, one or more interest rate protection agreements
        on such
        terms and with such parties as shall be reasonably satisfactory to the
        Administrative Agent, the effect of which shall be that for a period of at
        least
        two years after the Effective Date, at least 40% of the Consolidated Total
        Indebtedness of the Borrower will be Indebtedness that either bears interest
        at
        a fixed rate or the interest cost of which is hedged pursuant to such interest
        rate protection agreements.

       

      7.13. Acknowledgement
        and Consent.
        The
        Borrower will use best efforts to cause each Issuer (as defined in the
        Collateral and Guarantee Agreement), if any, that is not a Loan Party to
        execute
        and deliver to the Administrative Agent, within 30 days after the Effective
        Date, an Acknowledgment and Consent in the form attached to the Guarantee
        and Collateral Agreement.

       

      7.14. Lease
        Amendment.
        The
        Borrower will use commercially reasonable efforts to deliver to the
        Administrative Agent, within 90 days after the Effective Date, an amendment
        to the Lease Agreement dated as of August 1, 2004 by and between the Development
        Authority of Forsyth County and Scientific Games International, Inc., providing
        the Administrative Agent with the lender protections set forth in Section
        10.3
        of such Lease Agreement.

       

       


      
        
          
          

        

        
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      SECTION
        8.  NEGATIVE
        COVENANTS

       

      The
        Borrower hereby agrees that, so long as the Commitments remain in effect,
        any
        Letter of Credit remains outstanding or any Loan or other amount is owing
        to any
        Lender or Agent hereunder, the Borrower shall not, and shall not permit any
        of
        its Subsidiaries to, directly or indirectly:

       

      8.1. Financial
        Condition Covenants.

       

      (a)
        Consolidated
        Leverage Ratio.
        Permit
        the Consolidated Leverage Ratio as at the last day of any fiscal quarter
        of the
        Borrower to exceed (a) 3.75 to 1.00, in the case of any fiscal quarter
        ending on or prior to June 30, 2006, or (b) 3.50 to 1.00, in the case
        of any fiscal quarter thereafter.

       

      (b)
        Consolidated
        Fixed Charge Coverage Ratio.
        Permit
        the Consolidated Fixed Charge Coverage Ratio for any period of four consecutive
        fiscal quarters of the Borrower (determined after giving effect to any
        applicable Excess Fixed Charge Adjustment) to be less than 1.00 to
        1.00. 

       

      (c)
        Consolidated
        Senior Debt Ratio.
        Permit
        the Consolidated Senior Debt Ratio as at the last day of any fiscal quarter
        of
        the Borrower to exceed (a) 2.00 to 1.00, in the case of any fiscal quarter
        ending on or prior to June 30, 2006, or (b) 1.75 to 1.00,
        in the
        case of any fiscal quarter thereafter.

       

      (d)
        Consolidated
        Interest Coverage Ratio.
        Permit
        the Consolidated Interest Coverage Ratio for any period of four consecutive
        fiscal quarters of the Borrower to be less than 3.50 to 1.00.

       

      8.2. Indebtedness.  Create,
        issue, incur, assume, become liable in respect of or suffer to exist any
        Indebtedness, except:

       

      (a) Indebtedness
        of any Loan Party pursuant to any Loan Document;

       

      (b) Indebtedness
        (i) of the Borrower to any Subsidiary, (ii) of any Subsidiary
        Guarantor to the Borrower or any other Subsidiary, (iii) of any
        Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and
        (iv) subject to Section 8.8(j), of any Non-Guarantor Subsidiary to the
        Borrower or any Subsidiary Guarantor;

       

      (c) Guarantee
        Obligations incurred in the ordinary course of business by the Borrower or
        any
        of its Subsidiaries of obligations of the Borrower, any Subsidiary Guarantor
        and, subject to Section 8.8(j), of any Non-Guarantor
        Subsidiary;

       

      
        (d)
          Indebtedness outstanding on the Restatement Effective Date and listed on
          Schedule 8.2(d) and any refinancings, refundings, renewals or extensions
          thereof (without increasing the principal amount thereof, shortening the
          maturity thereof or decreasing the weighted average life
          thereof);

      

       

      
 

      
        
          
          

        

        
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      (e) Indebtedness
        of the Borrower or any Subsidiary incurred to finance the acquisition,
        construction or improvement by it of any fixed or capital assets in the ordinary
        course of business, including Capital Lease Obligations and any Indebtedness
        assumed in connection with the acquisition of any such assets or secured
        by a
        Lien on any such assets prior to the acquisition thereof, and extensions,
        renewals and replacements of any such Indebtedness that do not increase the
        outstanding principal amount thereof or result in an earlier maturity date
        or
        decreased weighted average life thereof; provided
        that (A)
        such Indebtedness is incurred prior to or within 90 days after such acquisition
        or the completion of such construction or improvement and (B) the aggregate
        principal amount of Indebtedness permitted by this clause 8.2(e) shall not
        exceed $50,000,000 at any time outstanding;

       

      (f) (i) Indebtedness
        of the Borrower in respect of (x) the Senior Subordinated Notes in an
        aggregate principal amount not to exceed the principal amount thereof initially
        issued less the principal amount thereof repurchased or redeemed in accordance
        with this Agreement, (y) the Convertible Senior Subordinated Debentures in
        an aggregate principal amount not to exceed the principal amount thereof
        initially issued (including pursuant to any exercise of the “green shoe” option
        granted to the underwriters thereof in connection with such initial issuance)
        less the principal amount thereof repurchased or redeemed in accordance with
        this Agreement and (z) the Existing Subordinated Notes in an aggregate
        principal amount not to exceed the aggregate principal amount outstanding
        after
        giving effect to the repurchase pursuant to the Tender Offer on the Effective
        Date less the principal amount thereof subsequently repurchased or redeemed
        in
        accordance with this Agreement and (ii) Guarantee Obligations of any
        Subsidiary Guarantor in respect of such Indebtedness, provided
        that
        such Guarantee Obligations are subordinated to the same extent as the
        obligations of the Borrower in respect of the related Senior Subordinated
        Securities;

       

      (g) additional
        Indebtedness of the Borrower or any of the Subsidiary Guarantors in an aggregate
        principal amount (for the Borrower and all Subsidiary Guarantors) not to
        exceed
        $50,000,000 at any one time outstanding;

       

      (h) additional
        Indebtedness of Non-Guarantor Subsidiaries in an aggregate principal amount
        (for
        all such Subsidiaries) not to exceed $25,000,000 at any one time outstanding,
        provided
        that,
        any such Indebtedness is non-recourse to the Borrower and the Subsidiary
        Guarantors;

       

      (i) Indebtedness
        consisting of indemnities relating to surety bonds issued in the ordinary
        course
        of business;

       

      
        (j)
          obligations pursuant to the “earnout” provisions in respect of the Global Draw
          Acquisition and the Racing Venue Acquisition;

      

       

      
        (k) obligations
          pursuant to the escrow and post-closing adjustment provisions in respect
          of the
          EssNet Acquisition; and

      

      
 

      
        
          
          

        

        
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      (l) Permitted
        Additional Subordinated Debt.

       

      8.3. Liens.  Create,
        incur, assume or suffer to exist any Lien upon any of its property, whether
        now
        owned or hereafter acquired, except for:

       

      (a) Liens
        for
        taxes, assessments, governmental charges or claims not yet due or that are
        being
        contested in good faith by appropriate proceedings, provided
        that
        adequate reserves with respect thereto are maintained on the books of the
        Borrower or its Subsidiaries, as the case may be, in conformity with
        GAAP;

       

      (b) carriers’,
        warehousemen’s, mechanics’, materialmen’s, repairmen’s, statutory bank liens,
        rights of set-off or other like Liens arising in the ordinary course of business
        that are not overdue for a period of more than 30 days or that are being
        contested in good faith by appropriate proceedings;

       

      (c) pledges
        or deposits in connection with workers’ compensation, unemployment insurance and
        other social security legislation and letters of credit issued in lieu of
        such
        deposits in the ordinary course of business;

       

      (d) deposits
        to secure the performance of bids, trade contracts (other than for borrowed
        money), leases, statutory obligations, surety and appeal bonds, performance
        bonds and other obligations of a like nature incurred in the ordinary course
        of
        business;

       

      (e) easements,
        rights-of-way, restrictions and other similar encumbrances incurred in the
        ordinary course of business that, in the aggregate, are not substantial in
        amount and that do not in any case materially detract from the value of the
        property subject thereto or materially interfere with the ordinary conduct
        of
        the business of the Borrower or any of its Subsidiaries;

       

      (f) attachment
        or judgment Liens not constituting an Event of Default under Section 9;
provided
        that
        such Lien is released within 60 days after the entry thereof;

       

      (g) Liens
        in
        favor of customs and revenue authorities to secure payment of customs duties
        in
        connection with the importation of goods that are not overdue for a period
        of
        more than 30 days or that are being contested in good faith by appropriate
        proceedings; provided
        that,
        such Liens do not encumber any property other than the goods subject to such
        customs duties;

       

      (h) zoning
        or
        similar laws or rights reserved to or vested in any Governmental Authority
        to
        control or regulate the use of any real property;

       

      
        (i)
          Liens
          securing obligations (other than obligations representing Indebtedness
          for
          borrowed money) under operating, reciprocal easement or similar agreements
          entered into in the ordinary course of business of the Borrower and its
          Subsidiaries;

         

      

       

      
        
          
          

        

        
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      (j) licenses
        of Intellectual Property granted by the Borrower or any of its Subsidiaries
        which do not interfere in any material respect with the ordinary conduct
        of the
        business of the Borrower or such Subsidiary;

       

      (k) Liens
        securing Indebtedness of any Non-Guarantor Subsidiary permitted by
        Section 8.2(b)(iii) and Section 8.2(h), to the extent such Lien does
        not at any time encumber any property other than the property of such
        Non-Guarantor Subsidiary;

       

      (l) Liens
        in
        existence on the Effective Date listed on Schedule 8.3(l), securing
        Indebtedness permitted by Section 8.2(d), provided
        that no
        such Lien is spread to cover any additional property after the Effective
        Date
        and that the amount of Indebtedness secured thereby is not
        increased;

       

      (m) Liens
        on
        fixed or capital assets acquired, constructed or improved by the Borrower
        or any
        Subsidiary in the ordinary course of business; provided
        that
        (i) such security interests secure Indebtedness permitted by
        Section 8.2(e), (ii) such security interests and the Indebtedness
        secured thereby are incurred prior to or within 90 days after such acquisition
        or the completion of such construction or improvement, and (iii) such
        security interests shall not apply to any other property or assets of the
        Borrower or any Subsidiary;

       

      (n) Liens
        created pursuant to the Security Documents;

       

      (o) any
        interest or title of a lessor under any lease entered into by the Borrower
        or
        any other Subsidiary in the ordinary course of its business and covering
        only
        the assets so leased;

       

      (p) Liens
        securing Indebtedness of the Borrower or any Subsidiary Guarantors incurred
        pursuant to Section 8.2(g) so long as neither (i) the aggregate
        outstanding principal amount of the obligations secured thereby nor
        (ii) the aggregate fair market value (determined as of the date such Lien
        is incurred) of the assets subject thereto exceeds (as to the Borrower and
        all
        Subsidiaries) $35,000,000 at any one time;

       

      (q) Liens
        in
        favor of surety bond providers securing performance and indemnity obligations
        of
        the Group Members to such providers in connection with surety bonds issued
        in
        the ordinary course of business to support performance obligations (not
        including Indebtedness) of such Group Members under contracts entered into
        in
        the ordinary course of business (any such surety bond, a “Secured
        Surety Bond”),
        provided
        that,
        (i) to the extent that any such Lien becomes secured and perfected on a first
        priority basis, the Borrower or any of its Subsidiaries shall cause, within
        75
        days after the date that is the earlier of (A) the date that the Borrower
        or any
        of its Subsidiaries becomes aware of a default under a contract in respect
        of
        which a Secured Surety Bond has been issued or (B) the date that the Borrower
        or
        any of its Subsidiaries becomes aware that such Lien has become so perfected,
        either (x) such Lien to be released or terminated or (y) such Lien to be
        junior to the Liens created pursuant to the Security Documents on terms and
        conditions reasonably satisfactory to the Administrative Agent and (ii)
        the

       

       


      
        
          
          

        

        
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      terms
        of
        any such Lien shall provide, at the time provision is made for the granting
        of
        such Lien, that such Lien shall only become effective upon the occurrence
        of a
        default in respect of the related contract for which a Secured Surety Bond
        has
        been issued or a bankruptcy or similar event with respect to the relevant
        Group
        Members; and

       

      (r) any
        Lien
        existing on any property or asset prior to the acquisition thereof by the
        Borrower or any Subsidiary or existing on any property or asset of any Person
        that becomes a Subsidiary after the date hereof prior to the time such Person
        becomes a Subsidiary; provided
        that (i)
        such Lien is not created in contemplation of or in connection with such
        acquisition or such Person becoming a Subsidiary, as the case may be, (ii)
        such
        Lien shall not apply to any other property or assets of the Borrower or any
        Subsidiary, (iii) such Lien does not secure Indebtedness, and (iv) such Lien
        shall secure only those obligations which it secures on the date of such
        acquisition or the date such Person becomes a Subsidiary, as the case may
        be.

       

      8.4. Fundamental
        Changes.  Enter
        into any merger, consolidation or amalgamation, or liquidate, wind up or
        dissolve itself (or suffer any liquidation or dissolution), or Dispose of
        all or
        substantially all of its property or business, except that:

       

      (a) any
        Subsidiary of the Borrower may be merged or consolidated with or into the
        Borrower (provided
        that the
        Borrower shall be the continuing or surviving Person) or with or into any
        Subsidiary Guarantor (provided
        that the
        Subsidiary Guarantor shall be the continuing or surviving corporation) or,
        subject to Section 8.8(j), with or into any Foreign Subsidiary or
        Non-Guarantor Subsidiary; notwithstanding the foregoing, any Non-Guarantor
        Subsidiary may be merged or consolidated with another Non-Guarantor Subsidiary
        without limitation;

       

      (b) the
        Borrower or any Subsidiary of the Borrower may Dispose of any or all of its
        assets (upon voluntary liquidation or otherwise) to the Borrower or any
        Subsidiary Guarantor or, subject to Section 8.8(j), any Non-Guarantor
        Subsidiary;
        notwithstanding the foregoing, any Non-Guarantor Subsidiary may Dispose of
        any
        or all of its assets (upon voluntary liquidation or otherwise) to another
        Non-Guarantor Subsidiary without limitation; and

       

      (c) any
        Subsidiary may liquidate, wind up or dissolve after the Disposition of all
        of
        its assets as set forth in Section 8.4(b).

       

      8.5. Disposition
        of Property.  Dispose
        of any of its Property, whether now owned or hereafter acquired, or, in the
        case
        of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock
        to any Person, except:

       

      
        (a)
          Dispositions of obsolete or worn out Property in the ordinary course of
          business;

         

        (b) Dispositions
          of inventory in the ordinary course of business;

      

       


      
        
          
          

        

        
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      (c) Dispositions
        permitted by Section 8.4(b);

       

      (d) the
        sale
        or issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary
        Guarantor;
        and

       

      (e) (i) Dispositions
        of other Property (other than any sale of less than all of the Capital Stock
        of
        any Subsidiary then owned by the Group Members) or (ii) Dispositions of
        minority interests in joint ventures or any Non-Guarantor Subsidiary, having
        a
        fair market value not to exceed $40,000,000 in the aggregate for any fiscal
        year
        of the Borrower, provided
        that
        (A) the aggregate amount of all such Dispositions shall not exceed
        $125,000,000 during the term of this Agreement, (B) the consideration
        received in any such Disposition shall be in an amount at least equal to
        the
        fair market value of such Property, (C) at least 75% of the consideration
        received in any such Disposition shall be in cash, provided
        that the
        amount of such consideration required to be paid in cash may be reduced to
        50%
        so long as the remaining portion of such consideration is comprised of debt
        or
        equity securities of the acquiring Person; and provided,
        further,
        that
        Dispositions of other Property for an amount of up to $2,000,000 in any fiscal
        year shall not be subject to this clause (C), and (D) the Net Cash
        Proceeds of any such Dispositions shall be applied to prepay Tranche B Term
        Loans to the extent required pursuant to Section 4.2(c);

       

      (f) the
        sale
        or issuance of any Non-Guarantor Subsidiary’s Capital Stock to any other
        Non-Guarantor Subsidiary in compliance with any other applicable requirements
        of
        this Agreement (including, to the extent applicable, Sections 8.8 and
        8.10); and

       

      (g) Dispositions
        pursuant to the Transfer Transactions.

       

      8.6. Restricted
        Payments.  Declare
        or make any Restricted Payment, except that:

       

      (a) any
        Subsidiary may make Restricted Payments to the Borrower or any Subsidiary
        Guarantor;

       

      (b) the
        Borrower may repurchase (x) shares of its Capital Stock to the extent that
        such repurchase is deemed to occur upon the exercise of stock options to
        acquire
        the Borrower’s common stock or similar arrangements to acquire common stock;
provided
        that
        such repurchased Capital Stock represent a portion of the exercise price
        thereof
        and provided,
        further,
        that no
        cash is expended (or obligation to expend cash, other than with respect to
        related withholding taxes, is incurred) by the Borrower or any of its
        Subsidiaries pursuant to this clause (x), (y) shares of the Borrower’s
        Capital Stock held by directors, executive officers, members of management
        or
        employees of the Borrower or any of its Subsidiaries upon the death, disability,
        retirement or termination of employment of such directors, executive officers,
        members of management or employees, so long as (1) immediately prior to and
        after giving effect to such repurchase, no Default or Event of Default shall
        have occurred or is continuing and (2) the aggregate amount of cash
        expended by the Borrower pursuant to this clause (y) does not
        exceed

       


      
        
          
          

        

        
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      $5,000,000
        in any fiscal year of the Borrower and (z) shares of the Borrower’s or any of
        its Subsidiary’s Capital Stock, so long as (1) immediately prior to, and after
        giving effect to such repurchase, no Default or Event of Default shall have
        occurred or is continuing, (2) after giving effect to such repurchase (and
        any other such repurchases since the last day of the most recently ended
        fiscal
        quarter) and any Indebtedness incurred in connection therewith, the Borrower
        is
        in compliance with
        Section 8.1
        (determined on a pro forma basis as if such repurchases had occurred, and
        any
        such Indebtedness had been incurred, on the last day of the most recent fiscal
        quarter or, for purposes of Section 8.1(b),
        on the
        first day of the most recently ended period of four consecutive fiscal
        quarters), (3) at the time of the repurchase (and after giving effect thereto),
        there shall be remaining at least $15,000,000 of Available Revolving Commitments
        and (4) the aggregate amount expended for repurchases pursuant to this
        clause (z) shall not exceed $50,000,000 (plus,
        if the
        Consolidated Leverage Ratio as of the end
        of the
        most recently ended fiscal quarter of the Borrower, determined on a pro forma
        basis as if all such repurchases since such date and any related incurrences
        of
        Indebtedness had occurred at the end of such quarter, shall be less than
        1.75 to
        1.00, the Permitted Expenditure Amount) in the aggregate;

       

      (c) the
        Borrower may make Restricted Payments pursuant to and in accordance with
        the
        Convertible Debentures Options Transactions;

       

      (d) any
        Subsidiary may make Restricted Payments ratably with respect to its Capital
        Stock; and

       

      (e) the
        Borrower may make dividend payments payable solely in its Capital
        Stock.

       

      8.7. Payment
        Blockage Notice.  Give
        any notice to block or prohibit payments in respect of any Senior Subordinated
        Securities pursuant to the subordination provisions thereof, except with
        the
        prior written consent of the Required Lenders.

       

      8.8. Investments.  Make
        any advance, loan, extension of credit (by way of guaranty or otherwise)
        or
        capital contribution to, or purchase any Capital Stock, bonds, notes, debentures
        or other debt securities of, or any assets constituting a business unit of,
        or
        make any other investment in, any Person (all of the foregoing, “Investments”),
        except:

       

      (a) extensions
        of trade credit in the ordinary course of business;

       

      (b) (i) Investments
        in Cash Equivalents and (ii) other Investments in Foreign Currencies held
        in the ordinary course of business in the aggregate amount not to exceed
        the
        Dollar Equivalent of $5,000,000 at any time, which Investments would otherwise
        constitute Cash Equivalents but for the sovereign debt rating of the country
        issuing such Foreign Currency;

       

      
        (c) Guarantee
          Obligations permitted by Section 8.2;
 

       

      
        
          
          

        

        
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      (d) loans
        and
        advances to employees of any Group Member of the Borrower in the ordinary
        course
        of business (including for travel, entertainment and relocation expenses)
        in an
        aggregate amount for all Group Members not to exceed $2,000,000 at any one
        time
        outstanding;

       

      (e) Investments
        consisting of Capital Expenditures otherwise permitted by this
        Agreement;

       

      (f) Investments
        outstanding on the Restatement Effective Date and listed on
        Schedule 8.8(f);

       

      (g) Investments
        consisting of non-cash consideration received by the Borrower and its
        Subsidiaries in connection with any Disposition of assets permitted under
        Section 8.5(e) in an aggregate amount not to exceed $25,000,000 at any one
        time outstanding (determined without regard to any write-downs or write-offs
        thereof);

       

      (h) Investments
        in assets useful in the business of the Borrower and its Subsidiaries (of
        the
        type described in the definition of the term Reinvestment Notice) made by
        the
        Borrower or any of its Subsidiaries with the proceeds of any Reinvestment
        Deferred Amount, subject to the limitations in clauses (j) and (k) in the
        case of any such Investment in or by a Non-Guarantor Subsidiary with any
        such
        proceeds received by the Borrower or a Subsidiary Guarantor;

       

      (i) intercompany
        Investments by any Group Member in the Borrower or any Person that, prior
        to
        such Investment, is a Subsidiary Guarantor; provided
        that
        such Investments shall be subordinated to the Obligations in a manner reasonably
        satisfactory to the Administrative Agent;

       

      (j) intercompany
        Investments by the Borrower or any of its Subsidiaries in any Person, that,
        prior to such Investment, is a Non-Guarantor Subsidiary (including, without
        limitation, Guarantee Obligations with respect to obligations of any such
        Non-Guarantor Subsidiary, loans made to any such Non-Guarantor Subsidiary
        and
        Investments resulting from mergers with or sales of assets to any such
        Non-Guarantor Subsidiary); provided
        that
the
        aggregate amount of all such Investments (including, without limitation,
        all
        such Guarantee Obligations) made by the Borrower and the Subsidiary Guarantors
        (excluding those permitted by clause (k) below) valued at cost without
        giving effect to any write-down or write-off of any such Investments, shall
        not
        exceed at any time outstanding during the term of this Agreement the sum
        of (i)
        $100,00,000, plus (ii) the amount of such Investments made pursuant to the
        2006 Acquisitions and the EssNet Acquisition, plus (iii) the amount of
        intercompany loans made to Scientific Games Chile Limitada previously scheduled
        as Indebtedness to third parties on Schedule 8.2(d), plus (iv) the
amount
        of
        such Investments made pursuant to the sale of any of Scientific Games Chile
        Limitada, Scientific Games Latino America S.A. and their respective subsidiaries
        to a Non-Guarantor Subsidiary);

       

       


      
        
          
          

        

        
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      (k) Investments
        consisting of acquisitions of Capital Stock or assets pursuant to a Permitted
        Acquisition; provided
        that
        (i) the sum of the Excess Fixed Charge Adjustment Balance plus the
        aggregate amount of all such Investments in Non-Guarantor Subsidiaries
        (excluding those attributable to consummation of the 2006 Acquisitions and
        the
        EssNet Acquisition) shall not exceed $200,000,000 at any time during the
        term of
        this Agreement, and (ii) (A) immediately prior to and after giving
        effect to any such Investment, no Default or Event of Default shall have
        occurred or is continuing, (B) after giving effect (determined on a pro
        forma basis as if such Investment had occurred on the last day of the most
        recent fiscal quarter or, for purposes of Section 8.1(b), on the first day
        of the most recently ended period of four consecutive fiscal quarters) to
        such
        Investment, and all other such Investments made since the end of the most
        recently ended fiscal quarter, and any Indebtedness incurred in connection
        therewith, the Borrower is in compliance with Section 8.1 and (C) at
        the time of such Investment (and after giving effect thereto), there shall
        be
        remaining at least $15,000,000 of Available Revolving Commitments; 

       

      (l) Investments
        in joint ventures (other than pursuant to Section 8.8(j)) in an aggregate
        amount not to exceed $10,000,000 in any fiscal year of the Borrower;
provided
        that
        (i) 50% of any amount not so expended in the fiscal year for which it is
        permitted, may be carried over for use in the next succeeding fiscal year
        and
        (ii) Investments made pursuant to this clause (l) during any fiscal
        year shall be deemed made, first,
        in
        respect of amounts permitted for such fiscal year as provided above and,
        second,
        in
        respect of amounts carried over from the prior fiscal year pursuant to
        sub-clause (i) above;

       

      (m) minority
        Investments in the securities of any trade creditor, wholesaler, supplier
        or
        customer received pursuant to any plan of reorganization or similar arrangement
        of such trade creditor, wholesaler, supplier or customer, as
        applicable;

       

      (n) in
        addition to Investments otherwise expressly permitted by this Section,
        Investments by the Borrower or any of its Subsidiaries in an aggregate amount
        (valued at cost, without giving effect to any write-down or write-off of
        any
        such Investments) not to exceed $15,000,000 during the term of this
        Agreement;

       

      (o) Investments
        that will fund Supplemental Executive Retirement Plan liabilities as approved
        by
        the board of directors of the Borrower;

       

      (p) intercompany
        Investments pursuant to the Transfer Transactions; and

       

      (q) Investments
        made by a deferred compensation plan for employees of the Borrower and its
        Subsidiaries, to the extent funded by contributions to such plan and permitted
        by the terms thereof.

       

      8.9
Payments
        and Modifications of Certain Debt
        Instruments.
        (a)
        (i)  Make
        or offer to make any optional or voluntary payment, prepayment, repurchase
        or
        redemption of or otherwise optionally or voluntarily defease or segregate
        funds
        with respect to the Senior Subordinated Securities, except Existing Subordinated
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      or
        after
        the consummation of the Tender Offer); provided
        that the
        Borrower may make or offer to make a payment, prepayment, repurchase or
        redemption of or otherwise optionally or voluntarily defease or segregate
        funds
        with respect to the Senior Subordinated Securities in an aggregate principal
        amount not to exceed an amount equal to the then unused Permitted Expenditure
        Amount at such time (after giving effect to any concurrent uses thereof)
        so long
        as (x) no Default or Event of Default shall have occurred and be continuing
        or would result therefrom, (y) after giving effect to such payment,
        prepayment, repurchase or redemption or such optional or voluntary defeasance
        or
        segregation of funds, as applicable, and any related incurrence of Indebtedness,
        the Consolidated Senior Debt Ratio on a pro forma basis would be at least
        0.50
        below the then current level required by Section 8.1(c) as of the end of
        the
        most recently ended fiscal quarter of the Borrower (determined as if all
        such
        payments, prepayments, repurchases or redemptions or such optional or voluntary
        defeasance or segregation of funds and related incurrences of Indebtedness
        since
        the last day of such most recently ended fiscal quarter had occurred on the
        last
        day of such most recently ended fiscal quarter) and (z) at the time of such
        payment, prepayment, repurchase or redemption or such optional or voluntary
        defeasance or segregation of funds (and after giving effect thereto), as
        applicable, there shall be remaining at least $15,000,000 of Available Revolving
        Commitments, (ii) amend, modify, waive or otherwise change, or consent or
        agree to any amendment, modification, waiver or other change to, any of the
        terms of the Senior Subordinated Securities (other than any such amendment,
        modification, waiver or other change that (A) would extend the maturity or
        reduce the amount of any payment of principal thereof or reduce the rate
        or
        extend any date for payment of interest thereon or would eliminate any covenant
        or make any covenant less restrictive and (B) does not involve the payment
        of a consent fee) or (iii) designate any Indebtedness (other than
        obligations of the Loan Parties pursuant to the Loan Documents) as “Designated
        Senior Debt”
(or
        any
        other defined term having a similar purpose) for the purposes of any Senior
        Subordinated Securities Indenture.

       

      (b)
        Make
        any cash payment in respect of the principal amount of any Convertible Senior
        Subordinated Debentures that are converted, unless (i) immediately prior to
        and after giving effect to any such cash payment, no Default or Event of
        Default
        shall have occurred or is continuing, (ii) after giving effect (determined
        on a pro forma basis as if such payment had occurred on the last day of the
        most
        recent fiscal quarter or, for purposes of Section 8.1(b), on the first day
        of the most recently ended period of four consecutive fiscal quarters) to
        such
        cash payment, the Borrower is in compliance with Section 8.1 and
        (iii) at the time of such cash payment (and after giving effect thereto),
        there shall be remaining at least $15,000,000 of Available Revolving
        Commitments.

       

      8.10. Transactions
        with Affiliates.  Enter
        into any transaction, including any purchase, sale, lease or exchange of
        property, the rendering of any service or the payment of any management,
        advisory or similar fees, with any Affiliate (other than the Borrower or
        any
        Subsidiary Guarantor) unless such transaction is (a) otherwise not
        prohibited by this Agreement, (b) in the ordinary course of business of the
        relevant Group Member, and (c) upon fair and reasonable terms no less
        favorable to the relevant Group Member, than it would obtain in a comparable
        arm’s length transaction with a Person that is not an Affiliate; provided,
        however,
        that
        the provisions of clauses (b) and (c) of this Section 8.10 shall not apply
        to any transaction (i) between a Non-Guarantor Subsidiary and any other
        Non-Guarantor Subsidiary and (ii) between a

       

       


      
        
          
          

        

        
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      Subsidiary
        Guarantor and any Non-Guarantor Subsidiary to the extent such transaction
        is no
        less favorable to such Subsidiary Guarantor than it would obtain in a comparable
        arm’s length transaction with a Person that is not an Affiliate.

       

      8.11. Sales
        and Leasebacks.  Enter
        into any arrangement with any Person providing for the leasing by any Group
        Member of real or personal property that has been or is to be sold or
        transferred by such Group Member to such Person or to any other Person to
        whom
        funds have been or are to be advanced by such Person on the security of such
        property or rental obligations of such Group Member, other than any such
        arrangement that (i) if such arrangement is a Capital Lease Obligation, is
        permitted pursuant to Section 8.2(e), (ii) the consideration received
        from such arrangement is (A) solely cash consideration to the extent of the
        fair
        market value of any Collateral so sold or transferred, as determined in good
        faith by the Borrower’s board of directors and (B) at least 75% in cash
        consideration to the extent of the fair market value of the property (other
        than
        Collateral) so sold or transferred, as determined in good faith by the
        Borrower’s board of directors, provided
        that
        prior consent of the board of directors shall be obtained if such fair market
        value was determined to be in excess of $1,000,000 and (iii) the Net Cash
        Proceeds derived from such arrangement shall be applied toward the prepayment
        of
        the Term Loans as set forth in Section 4.2(c), without giving any
        Reinvestment Notice.

       

      8.12. Changes
        in Fiscal Periods.  Permit
        the fiscal year of the Borrower to end on a day other than December 31 or
        change the Borrower’s method of determining fiscal quarters.

       

      8.13. Negative
        Pledge Clauses.  Enter
        into or suffer to exist or become effective any agreement that prohibits
        or
        limits the ability of any Group Member to create, incur, assume or suffer
        to
        exist any Lien upon any of its property or revenues, whether now owned or
        hereafter acquired, to secure its obligations under the Loan Documents to
        which
        it is a party other than (a) this Agreement and the other Loan Documents,
        (b) any agreements governing any Liens or Capital Lease Obligations
        otherwise permitted under Sections 8.3(l), (m) and (o), provided
        that, in
        each case, any prohibition or limitation shall only be effective against
        the
        assets financed thereby, (c) to the extent existing on the Effective Date,
        contracts with customers prohibiting Liens on any equipment used in the
        performance of any such contracts set forth on Schedule 8.13(c), (d) to the
        extent existing on the Effective Date, contracts with customers prohibiting
        the
        assignment of such contracts or proceeds owing thereunder set forth on Schedule
        8.13(d) and (e) to the extent contracts of the type described in
        clause (c) or (d) hereof are entered into after the Effective Date, any
        such contracts (and any renewals thereof) so long as the aggregate value
        of the
        assets subject to such prohibitions, in each case as set forth on the most
        recent consolidated balance sheet of the Borrower and its consolidated
        Subsidiaries in accordance with GAAP, shall not exceed 5% of the aggregate
        value
        of all assets set forth on the most recent consolidated balance sheet of
        the
        Borrower and its consolidated Subsidiaries in accordance with GAAP.

       

      8.14. Clauses
        Restricting Subsidiary Distributions.  Enter
        into or suffer to exist or become effective any consensual encumbrance or
        restriction on the ability of any Subsidiary of the Borrower to (a) make
        Restricted Payments in respect of any Capital Stock of such Subsidiary held
        by,
        or pay any Indebtedness owed to, the Borrower or any other Subsidiary
        of

      
 

      
        
          
          

        

        
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      the
        Borrower, (b) make loans or advances to, or other Investments in, the
        Borrower or any other Subsidiary of the Borrower or (c) transfer any of its
        assets to the Borrower or any other Subsidiary of the Borrower, except for
        such
        encumbrances or restrictions existing under or by reason of (i) any
        restrictions existing under the Loan Documents and (ii) any restrictions
        with respect to a Subsidiary imposed pursuant to an agreement that has been
        entered into in connection with the Disposition of all or substantially all
        of
        the Capital Stock or assets of such Subsidiary.

       

      8.15. Lines
        of Business.  Enter
        into any business, either directly or through any Subsidiary, except for
        those
        businesses in which the Borrower and its Subsidiaries are engaged on the
        date of
        this Agreement or that are reasonably related thereto and business utilizing
        the
        same or similar technology.

       

      8.16. Hedge
        Agreements.  Enter
        into any Hedge Agreement, except (a) Hedge Agreements entered into by the
        Borrower to hedge or mitigate risks to which the Borrower or any Subsidiary
        has
        actual exposure (other than those in respect of Capital Stock or the Senior
        Subordinated Securities), (b) Hedge Agreements entered into in order to
        effectively cap, collar or exchange interest or currency rates (from fixed
        to
        floating rates, from one floating rate to another floating rate or otherwise)
        with respect to any interest-bearing liability or investment of the Borrower
        or
        any Subsidiary (including any Senior Subordinated Securities); provided
        that, at
        the time of and after giving effect to any such Hedge Agreement, at least
        40% of
        Consolidated Total Debt will be comprised of Indebtedness effectively bearing
        interest at a fixed rate (taking into account the effect of all Hedge
        Agreements, whether fixed to floating or floating to fixed), (c) the Convertible
        Debentures Options Transactions and (d) other Hedge Agreements entered into
        to hedge or mitigate risks to which the Borrower or any Subsidiary has exposure
        that do not involve any risk of payment required to be made by the Borrower
        or
        any Subsidiary (other than any up-front payment made at the time such Hedge
        Agreement is entered into).

       

      SECTION
        9.  EVENTS
        OF
        DEFAULT

       

      If
        any of
        the following events shall occur and be continuing:

       

      (a) the
        Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation
        when due in accordance with the terms hereof; or the Borrower shall fail
        to pay
        any interest on any Loan or Reimbursement Obligation, or any other amount
        payable hereunder or under any other Loan Document, within five days after
        any
        such interest or other amount becomes due in accordance with the terms hereof;
        or

       

      
        
          (b)
            any
            representation or warranty made or deemed made by any Loan Party herein
            or in
            any other Loan Document or that is contained in any certificate, document
            financial or other statement furnished by it at any time under or in
            connection
            with this Agreement or any such other Loan Document shall prove to have
            been
            inaccurate in any material respect on or as of the date made or deemed
            made;
            or

        

         

        (c) (i)  any
          Loan Party shall default in the observance or performance of any agreement
          contained in clause (i) or (ii) of Section 7.4(a) (with respect to the
          Borrower only), Section 7.7(a), Section 7.11 or Section 8 of this
          Agreement or Sections 5.5 or 5.7(b) of the Guarantee and Collateral
          Agreement or (ii) an “Event of Default” under and as defined in any
          Mortgage shall have occurred and be continuing; or

      

       


      
        
          
          

        

        
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      (d) any
        Loan
        Party shall default in the observance or performance of any other agreement
        contained in this Agreement or any other Loan Document (other than as provided
        in paragraphs (a) through (c) of this Section), and such default shall
        continue unremedied for a period of 30 days after notice to the Borrower
        from the Administrative Agent or the Required Lenders; or

       

      (e) any
        Group
        Member (i) defaults in making any payment of any principal of any Material
        Indebtedness (including any Guarantee Obligation, but excluding the Loans)
        on
        the scheduled or original due date with respect thereto; or (ii) defaults
        in making any payment of any interest on any Material Indebtedness beyond
        the
        period of grace, if any, provided in the instrument or agreement under which
        such Material Indebtedness was created; or (iii) defaults in the observance
        or performance of any other agreement or condition relating to any Material
        Indebtedness or contained in any instrument or agreement evidencing, securing
        or
        relating thereto, or any other event shall occur or condition exist, the
        effect
        of which default or other event or condition is to cause, or to permit the
        holder or beneficiary of Material Indebtedness (or a trustee or agent on
        behalf
        of such holder or beneficiary) to cause, with the giving of notice if required,
        Material Indebtedness to become due prior to its stated maturity or to become
        subject to a mandatory offer to purchase by the obligor thereunder or (in
        the
        case of any Material Indebtedness constituting a Guarantee Obligation) to
        become
        payable; or

       

      (f) (i) any
        Group Member shall commence any case, proceeding or other action (A) under
        any existing or future law of any jurisdiction, domestic or foreign, relating
        to
        bankruptcy, insolvency, reorganization or relief of debtors, seeking to have
        an
        order for relief entered with respect to it, or seeking to adjudicate it
        a
        bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
        winding-up, liquidation, dissolution, composition or other relief with respect
        to it or its debts, or (B) seeking appointment of a receiver, trustee,
        custodian, conservator or other similar official for it or for all or any
        substantial part of its assets, or any Group Member shall make a general
        assignment for the benefit of its creditors; or (ii) there shall be
        commenced against any Group Member any case, proceeding or other action of
        a
        nature referred to in clause (i) above that (A) results in the entry
        of an order for relief or any such adjudication or appointment or
        (B) remains undismissed, undischarged or unbonded for a period of
        60 days; or (iii) there shall be commenced against any Group Member
        any case, proceeding or other action seeking issuance of a warrant of
        attachment, execution, distraint or similar process against all or any
        substantial part of its assets that results in the entry of an order for
        any
        such relief that shall not have been vacated, discharged, or stayed or bonded
        pending appeal within 60 days from the entry thereof; or (iv) any
        Group Member shall take any action in furtherance of, or indicating its consent
        to, approval of, or acquiescence in, any of the acts set forth in
        clause (i), (ii), or (iii) above; or (v) any Group Member
        shall

       

       


      
        
          
          

        

        
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       generally
        not, or shall be unable to, or shall admit in writing its inability to, pay
        its
        debts as they become due; or

       

      (g) (i) any
        Person shall engage in any “prohibited transaction” (as defined in
        Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
        (ii) any “accumulated funding deficiency” (as defined in Section 302
        of ERISA), whether or not waived, shall exist with respect to any Plan or
        any
        Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower
        or
        any Commonly Controlled Entity, (iii) a Reportable Event shall occur with
        respect to, or proceedings shall commence to have a trustee appointed, or
        a
        trustee shall be appointed, to administer or to terminate, any Single Employer
        Plan, which Reportable Event or commencement of proceedings or appointment
        of a
        trustee is, in the reasonable opinion of the Required Lenders, likely to
        result
        in the termination of such Plan for purposes of Title IV of ERISA,
        (iv) any Single Employer Plan shall terminate for purposes of Title IV
        of ERISA, or (v) the Borrower or any Commonly Controlled Entity shall, or
        in the reasonable opinion of the Required Lenders is likely to, incur any
        liability in connection with a withdrawal from, or the Insolvency or
        Reorganization of, a Multiemployer Plan; and in each case in clauses (i)
        through (v) above, such event or condition, together with all other such
        events
        or conditions, if any, would, in the reasonable judgment of the Required
        Lenders, reasonably be expected to have a Material Adverse Effect;
        or

       

      (h) one
        or
        more judgments or decrees shall be entered against any Group Member involving
        in
        the aggregate a liability (not paid or fully covered by insurance as to which
        the relevant insurance company has acknowledged coverage) of $2,000,000 or
        more,
        and all such judgments or decrees shall not have been vacated, discharged,
        stayed or bonded pending appeal within 30 days from the entry thereof;
        or

       

      (i) any
        of
        the Security Documents shall cease, for any reason, to be in full force and
        effect, or any Loan Party or any Affiliate of any Loan Party shall so assert,
        or
        any Lien created by any of the Security Documents shall cease to be enforceable
        and of the same effect and priority purported to be created thereby;
        or

       

      (j) the
        guarantee contained in Section 2 of the Guarantee and Collateral Agreement
        shall cease, for any reason, to be in full force and effect or any Loan Party
        or
        any Affiliate of any Loan Party shall so assert; or

       

      (k) (i) any
        “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
        the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”))
        shall
        become, or obtain rights (whether by means or warrants, options or otherwise)
        to
        become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5
        under the Exchange Act), directly
        or indirectly, of more than 35% of the outstanding common stock of the Borrower;
        (ii) the board of directors of the Borrower shall cease to consist of a
        majority of Continuing Directors; or (iii) a Specified Change of Control
        shall occur; or

       

      (l) any
        Senior Subordinated Securities or the guarantees thereof shall cease, for
        any
        reason, to be validly subordinated to the Obligations, as provided in any
        Senior



      
        
          
          

        

        
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      Subordinated
        Securities Indenture, or any Loan Party, any Affiliate of any Loan Party,
        the
        trustee in respect of such Senior Subordinated Securities or the holders
        of at
        least 25% in aggregate principal amount of such Senior Subordinated Securities
        shall so assert in writing; or

       

      (m) any
        Group
        Member defaults in the observation or performance of any agreement or condition
        contained in one or more contracts with respect to which Secured Surety Bonds
        have been issued resulting in a notice or notices of claims submitted under
        the
        Secured Surety Bonds and the aggregate amount of such claims exceed $20,000,000
        at any time outstanding and such defaults shall either (x) be continuing
        for a
        period of 60 days or more or (y) have resulted in the provider of the
        relevant Secured Surety Bonds taking any enforcement action in respect of
        the
        Lien securing such Secured Surety Bond;

       

      then,
        and
        in any such event, (A) if such event is an Event of Default specified in
        clause (i) or (ii) of paragraph (f) above with respect to the
        Borrower, automatically the Commitments shall immediately terminate and the
        Loans hereunder (with accrued interest thereon) and all other amounts owing
        under this Agreement and the other Loan Documents (including all amounts
        of L/C
        Obligations, whether or not the beneficiaries of the then outstanding Letters
        of
        Credit shall have presented the documents required thereunder) shall immediately
        become due and payable, and (B) if such event is any other Event of
        Default, either or both of the following actions may be taken: (i) with the
        consent of the Required Lenders, the Administrative Agent may, or upon the
        request of the Required Lenders, the Administrative Agent shall, by notice
        to
        the Borrower declare the Revolving Commitments to be terminated forthwith,
        whereupon the Revolving Commitments shall immediately terminate; and
        (ii) with the consent of the Required Lenders, the Administrative Agent
        may, or upon the request of the Required Lenders, the Administrative Agent
        shall, by notice to the Borrower, declare the Loans hereunder (with accrued
        interest thereon) and all other amounts owing under this Agreement and the
        other
        Loan Documents (including all amounts of L/C Obligations, whether or not
        the
        beneficiaries of the then outstanding Letters of Credit shall have presented
        the
        documents required thereunder) to be due and payable forthwith, whereupon
        the
        same shall immediately become due and payable. With respect to all Letters
        of
        Credit with respect to which presentment for honor shall not have occurred
        at
        the time of an acceleration pursuant to this paragraph, the Borrower shall
        at
        such time deposit in a cash collateral account opened by the Administrative
        Agent an amount equal to the aggregate then undrawn and unexpired amount
        of such
        Letters of Credit. Amounts held in such cash collateral account shall be
        applied
        by the Administrative Agent to the payment of drafts drawn under such Letters
        of
        Credit, and the unused portion thereof after all such Letters of Credit shall
        have expired or been fully drawn upon, if any, shall be applied to repay
        other
        obligations of the Borrower hereunder and under the other Loan Documents.
        After
        all such Letters of Credit shall have expired or been fully drawn upon, all
        Reimbursement Obligations shall
        have been satisfied and all other obligations of the Borrower hereunder and
        under the other Loan Documents shall have been paid in full, the balance,
        if
        any, in such cash collateral account shall be returned to the Borrower (or
        such
        other Person as may be lawfully entitled thereto). Except as expressly provided
        above in this Section, presentment, demand, protest and all other notices
        of any
        kind are hereby expressly waived by the Borrower.

       


      
        
          
          

        

        
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      SECTION
        10.  THE
        AGENTS

       

      10.1. Appointment.
        (a)
        Each
        Lender and Issuing Lender hereby irrevocably designates and appoints each
        Agent
        as the agent of such Lender under this Agreement and the other Loan Documents,
        and each such Lender irrevocably authorizes such Agent, in such capacity,
        to
        take such action on its behalf under the provisions of this Agreement and
        the
        other Loan Documents and to exercise such powers and perform such duties
        as are
        delegated to such Agent by the terms of this Agreement and the other Loan
        Documents, together with such actions and powers as are reasonably incidental
        thereto. Notwithstanding any provision to the contrary elsewhere in this
        Agreement, no Agent shall have any duties or responsibilities, except those
        expressly set forth herein, or any fiduciary relationship with any Lender,
        and
        no implied covenants, functions, responsibilities, duties, obligations or
        liabilities shall be read into this Agreement or any other Loan Document
        or
        otherwise exist against any Agent.

       

      (b)
        The
        Issuing Lender shall act on behalf of the Revolving Lenders with respect
        to
        Letters of Credit issued or made under this Agreement and the documents
        associated therewith. It is understood and agreed that the Issuing Lender
        (i) shall have all of the benefits and immunities (x) provided to the
        Agents in this Section 10 with respect to acts taken or omissions suffered
        by the Issuing Lender in connection with Letters of Credit issued or made
        under
        this Agreement and the documents associated therewith as fully as if the
        term
“Agents”, as used in this Section 10, included the Issuing Lender with
        respect to such acts or omissions and (y) as additionally provided in this
        Agreement and (ii) shall have all of the benefits of the provisions of
        Section 10.7 as fully as if the term “Agents”, as used in
        Section 10.7, included the Issuing Lender.

       

      10.2. Delegation
        of Duties.  Each
        Agent may execute any of its duties under this Agreement and the other Loan
        Documents by or through agents or attorneys-in-fact and shall be entitled
        to
        advice of counsel concerning all matters pertaining to such duties. Each
        Agent
        and any such agent or attorney-in-fact may perform any and all of its duties
        and
        exercise its rights and powers through their respective Related Parties.
        No
        Agent shall be responsible for the negligence or misconduct of any agents
        or
        attorneys-in-fact selected by it with reasonable care.

       

      10.3. Exculpatory
        Provisions.  Neither
        any Agent nor any of their respective Related Parties shall be (i) liable
        for any action lawfully taken or omitted to be taken by it or such Person
        under
        or in connection with this Agreement or any other Loan Document (except to
        the
        extent that any of the foregoing are found by a final and nonappealable decision
        of a court of competent jurisdiction to have resulted from its or such Person’s
        own gross negligence or willful misconduct) or (ii) responsible in any
        manner to any of the Lenders for any recitals, statements, representations
        or
        warranties made by any Loan Party or any officer thereof contained in this
        Agreement or any other Loan Document or in any certificate, report, statement
        or
        other document referred to or provided for in, or received by the Agents
        under
        or in connection with, this Agreement or any other Loan Document or for the
        value, validity, effectiveness, genuineness, enforceability or sufficiency
        of
        this Agreement or any other Loan Document or for any failure of any Loan
        Party a
        party thereto to perform its obligations hereunder or thereunder. The Agents
        shall not be under any obligation to any Lender to ascertain or to inquire
        as to
        the observance or performance of any of the agreements contained in, or
        conditions of, this

       

       


      
        
          
          

        

        
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      Agreement
        or any other Loan Document, or to inspect the properties, books or records
        of
        any Loan Party.

       

      10.4. Reliance
        by Agents.  Each
        Agent shall be entitled to rely, and shall be fully protected in relying,
        upon
        any instrument, writing, resolution, notice, consent, certificate, affidavit,
        letter, telecopy, telex or teletype message, statement, order or other document
        or conversation believed by it to be genuine and correct and to have been
        signed, sent or made by the proper Person or Persons and upon advice and
        statements of legal counsel (including counsel to the Borrower), independent
        accountants and other experts selected by such Agent. The Administrative
        Agent
        may deem and treat the payee of any Note as the owner thereof for all purposes
        unless a written notice of assignment, negotiation or transfer thereof shall
        have been filed with the Administrative Agent. Each Agent shall be fully
        justified in failing or refusing to take any action under this Agreement
        or any
        other Loan Document unless it shall first receive such advice or concurrence
        of
        the Required Lenders (or, if so specified by this Agreement, all Lenders)
        as it
        deems appropriate or it shall first be indemnified to its satisfaction by
        the
        Lenders against any and all liability and expense that may be incurred by
        it by
        reason of taking or continuing to take any such action. The Agents shall
        in all
        cases be fully protected in acting, or in refraining from acting, under this
        Agreement and the other Loan Documents in accordance with a request of the
        Required Lenders (or, if so specified by this Agreement, all Lenders), and
        such
        request and any action taken or failure to act pursuant thereto shall be
        binding
        upon all the Lenders and all future holders of the Loans.

       

      10.5. Notice
        of Default.  No
        Agent shall be deemed to have knowledge or notice of the occurrence of any
        Default or Event of Default hereunder unless such Agent has received notice
        from
        a Lender or the Borrower referring to this Agreement, describing such Default
        or
        Event of Default and stating that such notice is a “notice of default.” In the
        event that the Administrative Agent receives such a notice, the Administrative
        Agent shall give notice thereof to the Lenders. The Administrative Agent
        shall
        take such action with respect to such Default or Event of Default as shall
        be
        reasonably directed by the Required Lenders (or, if so specified by this
        Agreement, all Lenders or any other instructing group of Lenders specified
        by
        this Agreement); provided
        that
        unless and until the Administrative Agent shall have received such directions,
        the Administrative Agent may (but shall not be obligated to) take such action,
        or refrain from taking such action, with respect to such Default or Event
        of
        Default as it shall deem advisable in the best interests of the
        Lenders.

       

      10.6. Non-Reliance
        on Agents and Other Lenders.  Each
        Lender expressly acknowledges that neither the Agents nor any of their
        respective Related Parties have made any representations or warranties to
        it and
        that no act by any Agent hereafter taken, including any review of the affairs
        of
        a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute
        any
        representation or warranty by any Agent to any Lender. Each Lender represents
        to
        the Agents that it has, independently and without reliance upon any Agent
        or any
        other Lender, and based on such documents and information as it has deemed
        appropriate, made its own appraisal of and investigation into the business,
        operations, property, financial and other condition and creditworthiness
        of the
        Loan Parties and their affiliates and made its own decision to make its Loans
        hereunder and enter into this Agreement. Each Lender also represents that
        it

       


      
        
          
          

        

        
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      will,
        independently and without reliance upon any Agent or any other Lender, and
        based
        on such documents and information as it shall deem appropriate at the time,
        continue to make its own credit analysis, appraisals and decisions in taking
        or
        not taking action under this Agreement and the other Loan Documents, and
        to make
        such investigation as it deems necessary to inform itself as to the business,
        operations, property, financial and other condition and creditworthiness
        of the
        Loan Parties and their affiliates. Except for notices, reports and other
        documents expressly required to be furnished to the Lenders by the
        Administrative Agent hereunder, the Administrative Agent shall not have any
        duty
        or responsibility to provide any Lender with any credit or other information
        concerning the business, operations, property, condition (financial or
        otherwise), prospects or creditworthiness of any Loan Party or any affiliate
        of
        a Loan Party that may come into the possession of the Administrative Agent
        or
        any of its Related Parties.

       

      10.7. Indemnification.  The
        Lenders agree to indemnify each Agent in its capacity as such (to the extent
        not
        reimbursed by the Borrower and without limiting the obligation of the Borrower
        to do so), ratably according to their respective Aggregate Exposure Percentages
        in effect on the date on which indemnification is sought under this Section
        (or,
        if indemnification is sought after the date upon which the Commitments shall
        have terminated and the Loans shall have been paid in full, ratably in
        accordance with such Aggregate Exposure Percentages immediately prior to
        such
        date), from and against any and all liabilities, obligations, losses, damages,
        penalties, actions, judgments, suits, costs, expenses or disbursements of
        any
        kind whatsoever that may at any time (whether before or after the payment
        of the
        Loans) be imposed on, incurred by or asserted against such Agent in any way
        relating to or arising out of, the Commitments, this Agreement, any of the
        other
        Loan Documents or any documents contemplated by or referred to herein or
        therein
        or the transactions contemplated hereby or thereby or any action taken or
        omitted by such Agent under or in connection with any of the foregoing;
provided
        that no
        Lender shall be liable for the payment of any portion of such liabilities,
        obligations, losses, damages, penalties, actions, judgments, suits, costs,
        expenses or disbursements that are found by a final and nonappealable decision
        of a court of competent jurisdiction to have resulted from such Agent’s gross
        negligence, bad faith or willful misconduct. The agreements in this Section
        shall survive the payment of the Loans and all other amounts payable
        hereunder.

       

      10.8. Agent
        in Its Individual Capacity.  Each
        Agent and its affiliates may make loans to, accept deposits from and generally
        engage in any kind of business with any Loan Party as though such Agent were
        not
        an Agent. With respect to its Loans made or renewed by it and with respect
        to
        any Letter of Credit issued or participated in by it, each Agent shall have
        the
        same rights and powers under this Agreement and the other Loan Documents
        as any
        Lender and may
        exercise the same as though it were not an Agent, and the terms “Lender” and
“Lenders” shall include each Agent in its individual
        capacity.

       

      10.9. Successor
        Administrative Agent.  The
        Administrative Agent may resign as Administrative Agent at any time upon
        notice
        to the Lenders, the Issuing Lenders and the Borrower and may be removed at
        any
        time by the Required Lenders. Upon the resignation or removal of the
        Administrative Agent under this Agreement and the other Loan Documents, the
        Required Lenders shall appoint a successor agent for the Lenders, which
        successor agent shall (unless an Event of Default under Section 9(a) or
        Section 9(f) with respect to the Borrower shall have occurred and be
        continuing) be subject to approval by the Borrower (which approval shall
        not be
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      succeed
        to the rights, powers and duties of the Administrative Agent, and the term
        “Administrative Agent” shall mean such successor agent effective upon such
        appointment and approval, and the former Administrative Agent’s rights, powers
        and duties as Administrative Agent shall be terminated, without any other
        or
        further act or deed on the part of such former Administrative Agent or any
        of
        the parties to this Agreement or any holders of the Loans. If no successor
        agent
        has accepted appointment as Administrative Agent by the date that is 30 days
        following a retiring Administrative Agent’s notice of resignation, the retiring
        Administrative Agent may, on behalf of the Lenders and the Issuing Lenders,
        appoint a successor agent, which agent shall be a bank organized and doing
        business under the laws of the United States or any state thereof, subject
        to
        supervision or examination by any federal or state authority and having a
        total
        shareholder equity aggregating at least $1,000,000,000 or an Affiliate of
        any
        such bank. Upon the acceptance of its appointment as Administrative Agent
        hereunder by a successor, such successor shall succeed to and become vested
        with
        all the rights, powers, privileges and duties of the retiring Administrative
        Agent, and the retiring Administrative Agent shall be discharged from its
        duties
        and obligations hereunder. The fees payable by the Borrower to a successor
        Administrative Agent shall be the same as those payable to its predecessor
        unless otherwise agreed between the Borrower and such successor. After any
        retiring Administrative Agent’s resignation or removal as Administrative Agent,
        the provisions of this Section 10 and Section 11.5 shall inure to its
        benefit and the benefit of its agents and their respective Related Parties
        as to
        any actions taken or omitted to be taken by any of them while it was acting
        under this Agreement and the other Loan Documents.

       

      10.10. Agents
        Generally.  Except
        as expressly set forth herein, no Agent shall have any duties or
        responsibilities hereunder in its capacity as such.

       

      10.11. Lead
        Arrangers and Syndication Agent.  Each
        of the Lead Arrangers and the Syndication Agent, in its capacity as such,
        shall
        have no duties or responsibilities, and shall incur no liability, under this
        Agreement and other Loan Documents.

       

      SECTION
        11.  MISCELLANEOUS

       

      11.1. Amendments
        and Waivers.  Neither
        this Agreement, any other Loan Document, nor any terms hereof or thereof
        may be
        amended, supplemented or modified except in accordance with the provisions
        of
        Section 2.4 or this Section 11.1; provided
        that
        Incremental Term Loan Amendments pursuant to and in compliance with
        Section 2.4 shall not be subject to this Section 11.1. The Required Lenders
        and each Loan Party party to the relevant Loan Document may, or, with the
        written consent of the Required Lenders, the Administrative Agent and each
        Loan
        Party party to the relevant Loan Document may, from time to time, (a) enter
        into written amendments, consents, supplements or modifications hereto and
        to
        the other Loan Documents for the purpose of adding any provisions to this
        Agreement or the other Loan Documents or changing in any manner the rights
        of
        the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on
        such terms and conditions as the Required Lenders or the Administrative Agent,
        as the case may be, may specify in such instrument, any of the

       

       


      
        
          
          

        

        
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      requirements
        of this Agreement or the other Loan Documents or any Default or Event of
        Default
        and its consequences; provided,
        however,
        that no
        such waiver and no such amendment, supplement or modification shall
        (i) forgive the principal amount of any Loan or L/C Disbursement or extend
        the final scheduled date of maturity of any Loan, extend the scheduled date
        of
        any amortization payment in respect of any Term Loan, extend the required
        date
        of reimbursement of any L/C Disbursement, reduce the stated rate of any interest
        or fee payable hereunder (except (x) in connection with the waiver of
        applicability of any post-default increase in interest rates, which waiver
        shall
        be effective with the consent of the Majority Facility Lenders of each adversely
        affected Facility and (y) that any amendment or modification of defined
        terms used in the financial covenants in this Agreement shall not constitute
        a
        reduction in the rate of interest or fees for purposes of this clause (i))
        or extend the scheduled date of any payment thereof, or increase the amount
        or
        extend the expiration date of any Lender’s Revolving Commitment under either
        Revolving Facility, in each case without the written consent of each Lender
        directly affected thereby; (ii) eliminate or reduce the voting rights of
        any Lender under this Section 11.1 without the written consent of such
        Lender; (iii) reduce any percentage specified in the definition of Required
        Lenders or any other provision of any Loan Document specifying the number
        or
        percentage of Lenders required to waive, modify or amend any rights thereunder
        or make any determination or grant any consent thereunder, consent to the
        assignment or transfer by the Borrower of any of its rights and obligations
        under this Agreement and the other Loan Documents, release all or substantially
        all of the Collateral or release any material guarantee under the Guarantee
        and
        Collateral Agreement or limit the applicable Loan Party’s liability in respect
        of such guarantee, in each case without the written consent of all Lenders;
        (iv) amend, modify or waive any condition precedent to any extension of
        credit under a Revolving Facility set forth in Section 6.2 (including in
        connection with any waiver of an existing Default or Event of Default) without
        the written consent of the Majority Facility Lenders with respect to such
        Revolving Facility; (v) amend, modify or waive any provision of
        Section 4.8 without the written consent of the Majority Facility Lenders in
        respect of each Facility adversely affected thereby; (vi) reduce the amount
        of Net Cash Proceeds required to be applied to prepay Term Loans under this
        Agreement without the written consent of the Majority Facility Lenders with
        respect to the Tranche B Term Loan Facility and the Majority Facility Lenders
        with respect to the Tranche C Term Loan Facility; (vii) reduce the
        percentage specified in the definition of Majority Facility Lenders with
        respect
        to any Facility without the written consent of all Lenders under such Facility;
        (viii) amend, modify or waive any provision of Section 10 without the
        written consent of each Agent adversely affected thereby; (ix) amend,
        modify or waive any provision of Section 3.3 or 3.4 without the written
        consent of the Swingline Lender; (x) change any provisions of any Loan
        Document in a manner that by its terms adversely affects the rights in respect
        of payments due to Lenders holding Loans of any Class differently than those
        holding Loans of any other Class, without the written consent of Lenders
        holding
        a majority in interest of the outstanding Loans and unused Commitments of
        each
        affected Class; provided,
        further,
        that
        any waiver, amendment or modification of this Agreement that by its terms
        affects the rights or duties under this Agreement of one Class of Lenders
        (but
        not other Classes) may be effected by an agreement or agreements in writing
        entered into by the Borrower and requisite percentage in interest of the
        affected Class of Lenders that would be required to consent thereto under
        this
        Section if such Class of Lenders were the only Class of Lenders hereunder
        at the
        time; or (xi) amend, modify or waive any provision of Sections 3.7 to
        3.14 without the written consent of

       

       


      
        
          
          

        

        
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      each
        Issuing Lender. Any such waiver and any such amendment, supplement or
        modification shall apply equally to each of the Lenders and shall be binding
        upon the Loan Parties, the Lenders, the Agents and all future holders of
        the
        Loans; provided
        that no
        such agreement shall amend, modify or otherwise affect the rights or duties
        of
        the Administrative Agent, the Issuing Lender or the Swingline Lender without
        the
        prior written consent of the Administrative Agent, the Issuing Lender or
        the
        Swingline Lender, as the case may be. In the case of any waiver, the Loan
        Parties, the Lenders and the Agents shall be restored to their former positions
        and rights hereunder and under the other Loan Documents, and any Default
        or
        Event of Default waived shall be deemed to be cured and not continuing; but
        no
        such waiver shall extend to any subsequent or other Default or Event of Default,
        or impair any right consequent thereon. Notwithstanding the foregoing, any
        provision of this Agreement may be amended by an agreement in writing entered
        into by the Borrower, the Required Lenders and the Administrative Agent (and,
        if
        their rights or obligations are affected thereby, each Issuing Lender and
        the
        Swingline Lender) if (i) by the terms of such agreement the Commitment of
        each
        Lender not consenting to the amendment provided for therein shall terminate
        upon
        the effectiveness of such amendment and (ii) at the time such amendment becomes
        effective, each Lender not consenting thereto receives payment in full of
        the
        principal of and interest accrued on each Loan made by it and all other amounts
        owing to it or accrued for its account under this Agreement.

       

      Notwithstanding
        the foregoing, this Agreement may be amended (or amended and restated) with
        the
        written consent of the Required Lenders, the Administrative Agent and the
        Borrower (a) to add one or more additional credit facilities to this
        Agreement and to permit the extensions of credit from time to time outstanding
        thereunder and the accrued interest and fees in respect thereof to share
        ratably
        in the benefits of this Agreement and the other Loan Documents with the Term
        Loans and Revolving Extensions of Credit and the accrued interest and fees
        in
        respect thereof and (b) to include appropriately the Lenders holding such
        credit facilities in any determination of the Required Lenders and Majority
        Facility Lenders.

       

      In
        addition, notwithstanding the foregoing, this Agreement may be amended with
        the
        written consent of the Administrative Agent, the Borrower and the Lenders
        providing the relevant Replacement Term Loans (as defined below) to permit
        the
        refinancing of all outstanding Tranche B Term Loans or Tranche C Term
        Loans (“Refinanced
        Term Loans”)
        with a
        replacement term loan tranche hereunder (“Replacement
        Term Loans”),
        provided
        that
        (a) the aggregate principal amount of such Replacement Term Loans shall not
        exceed the aggregate principal amount of such Refinanced Term Loans,
        (b) the Applicable Margin for such Replacement Term Loans shall not be
        higher than the Applicable Margin for such Refinanced Term Loans, (c) the
        weighted average life to maturity of such Replacement Term Loans shall not
be
        shorter than the weighted average life to maturity of such Refinanced Term
        Loans
        at the time of such refinancing and (d) all other terms applicable to such
        Replacement Term Loans shall be substantially identical to, or less favorable
        to
        the Lenders providing such Replacement Term Loans than, those applicable
        to such
        Refinanced Term Loans, except to the extent necessary to provide for covenants
        and other terms applicable to any period after the latest final maturity
        of the
        Tranche B Term Loans or Tranche C Term Loans, as applicable, in effect
        immediately prior to such refinancing.

       


      
        
          
          

        

        
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      11.2. Notices.
        (a)
        Except
        in the case of notices and other communications expressly permitted to be
        given
        by telephone (and subject to paragraph (b) below), all notices, requests
        and
        demands to or upon the respective parties hereto to be effective shall be
        in
        writing (including by telecopy), and, unless otherwise expressly provided
        herein, shall be deemed to have been duly given or made when delivered, or
        three
        Business Days after being deposited in the mail, postage prepaid, or, in
        the
        case of telecopy notice, when received, addressed as follows in the case
        of the
        Borrower and the Agents, and as set forth in an Administrative Questionnaire
        delivered to the Administrative Agent in the case of the Lenders, or to such
        other address as may be hereafter notified by the respective parties
        hereto:

       

      (i) to
        the
        Borrower at 750 Lexington Avenue, New York, NY 10022, Attention of Robert
        C.
        Becker (Telecopy No. (212) 754-2372);

       

      (ii) if
        to the
        Administrative Agent, to JPMorgan Chase Bank, N.A., 1111 Fannin, 10th Floor,
        Houston, TX 77002, Attention of Loan and Agency Services Group (Telecopy
        No.
        (713) 750-2892), with a copy to JPMorgan Chase Bank, N.A., 277 Park Avenue,
        3rd
        Floor, New York, NY 10172, Attention of Donald Shokrian (Telecopy No. (646)
        534-0574);

       

      (iii) if
        to
        JPMorgan Chase Bank, N.A., as Issuing Lender, to 270 Park Avenue, 15th Floor,
        New York, NY 10017, Attention of David Gugliotta (Telecopy No. (212) 270-3513),
        with a copy to JPMorgan Chase Bank, N.A., 277 Park Avenue, 3rd Floor, New
        York,
        New York 10172, Attention of Donald Shokrian (Telecopy No. (646)
        534-0574);

       

      (iv) if
        to the
        Swingline Lender, to JPMorgan Chase Bank, N.A., 1111 Fannin, 10th Floor,
        Houston, TX 77002, Attention of Loan and Agency Services Group (Telecopy
        No.
        (713) 750-2892), with a copy to JPMorgan Chase Bank, N.A., 277 Park Avenue,
        3rd
        Floor, New York, NY 10172, Attention of Donald Shokrian (Telecopy No. (646)
        534-0574); and; and

       

      (v) if
        to any
        other Lender or Issuing Lender, to it at its address (or telecopy number)
        set
        forth in its Administrative Questionnaire;

       

      provided
        that any
        notice, request or demand to or upon any Agent, the Issuing Lender or the
        Lenders shall not be effective until received.

       

      
        (b)
          Notices and other communications to the Lenders hereunder may be delivered
          or
          furnished by electronic communications pursuant to procedures approved
          by the
          Administrative Agent; provided
          that the
          foregoing shall not apply to notices pursuant to Sections 2, 3 and 4 unless
          otherwise agreed by the Administrative Agent and the applicable Lender.
          The
          Administrative Agent or the Borrower may, in their discretion, agree to
          accept
          notices and other communications to it hereunder by electronic communications
          pursuant to procedures approved by it; provided
          that
          approval of such procedures may be limited to particular notices or
          communications.

      

      
 

      
        
          
          

        

        
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      11.3. No
        Waiver; Cumulative Remedies.  No
        failure to exercise and no delay in exercising, on the part of any Agent
        or any
        Lender, any right, remedy, power or privilege hereunder or under the other
        Loan
        Documents shall operate as a waiver thereof; nor shall any single or partial
        exercise of any right, remedy, power or privilege hereunder preclude any
        other
        or further exercise thereof or the exercise of any other right, remedy, power
        or
        privilege. The rights, remedies, powers and privileges herein provided are
        cumulative and not exclusive of any rights, remedies, powers and privileges
        that
        would otherwise be provided by law. No waiver of any provision of any Loan
        Document or consent to any departure by any Loan Party therefrom shall in
        any
        event be effective unless the same shall be permitted by Section 11.1, and
        then such waiver or consent shall be effective only in the specific instance
        and
        for the purpose for which given. Without limiting the generality of the
        foregoing, the making of a Loan or issuance of a Letter of Credit shall not
        be
        construed as a waiver of any Default, regardless of whether the Administrative
        Agent, any Lender or any Issuing Lender may have had notice or knowledge
        of such
        Default at the time.

       

      11.4. Survival.  All
        representations and warranties made by the Loan Parties in the Loan Documents
        and in the certificates or other instruments delivered in connection with
        or
        pursuant to this Agreement or any other Loan Document shall be considered
        to
        have been relied upon by the other parties hereto and shall survive the
        execution and delivery of the Loan Documents and the making of any Loans
        and
        issuance of any Letters of Credit, regardless of any investigation made by
        any
        such other party or on its behalf and notwithstanding that the Administrative
        Agent, any Issuing Lender or any Lender may have had notice or knowledge
        of any
        Default or incorrect representation or warranty at the time any credit is
        extended hereunder, and shall continue in full force and effect as long as
        the
        principal of or any accrued interest on any Loan or any fee or any other
        amount
        payable under this Agreement is outstanding and unpaid or any Letter of Credit
        is outstanding and so long as the Commitments have not expired or terminated.
        The provisions of Sections 4.9, 4.10, 4.11 and 11.5 and 11.12(e) and
        Section 10 shall survive and remain in full force and effect regardless of
        the consummation of the transactions contemplated hereby, the repayment of
        the
        Loans, the expiration or termination of the Letters of Credit and the
        Commitments or the termination of this Agreement or any provision
        hereof.

       

      11.5. Payment
        of Expenses and Taxes.  The
        Borrower agrees (a) to pay or reimburse the Syndication Agent, the
        Administrative Agent and the Lead Arrangers for all their respective reasonable
        out-of-pocket costs and expenses incurred in connection with the development,
        preparation and execution of, and any amendment, supplement or modification
        to,
        this Agreement and the other Loan Documents and any other documents prepared
        in
        connection herewith or therewith, and the consummation and administration
        of the
        transactions contemplated hereby and thereby, including the reasonable fees
        and
        disbursements of counsel to such Agent and filing and recording fees and
        expenses, with statements with respect to the foregoing to be submitted to
        the
        Borrower prior to the Effective Date (in the case of amounts to be paid on
        the
        Effective Date) and from time to time thereafter (not less frequently than
        quarterly, if accrued and unbilled fees exceed $15,000) as such Agent shall
        deem
        appropriate, (b) to pay or reimburse each Lender, Issuing Lender and Agent
        for all its costs and reasonable expenses incurred in connection with the
        enforcement or preservation of any rights under this

       


      
        
          
          

        

        
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      Agreement,
        the other Loan Documents and any such other documents, including the fees
        and
        disbursements of counsel (including the allocated fees and expenses of in-house
        counsel) to each Lender and Issuing Lender and of counsel to such Agent,
        provided
        that,
        the fees and disbursements of counsel to any such Lender shall only be paid
        or
        reimbursed to the extent incurred in connection with a Default or an Event
        of
        Default, (c) to pay, indemnify, and hold each Lender, Issuing Lender and
        Agent harmless from, any and all recording and filing fees and any and all
        liabilities with respect to, or resulting from any delay in paying, stamp,
        excise and other taxes, if any, that may be payable or determined to be payable
        in connection with the execution and delivery of, or consummation or
        administration of any of the transactions contemplated by, or any amendment,
        supplement or modification of, or any waiver or consent under or in respect
        of,
        this Agreement, the other Loan Documents and any such other documents,
        (d) to pay or reimburse each Issuing Lender for all its reasonable
        out-of-pocket costs and expenses incurred in connection with the conversion
        of
        any Multicurrency Letter of Credit denominated in a Foreign Currency pursuant
        to
        the terms of this Agreement, and (e) to pay, indemnify, and hold each
        Lender, Issuing Lender and Agent and their respective officers, directors,
        employees, affiliates, agents, trustees, advisors and controlling persons
        (each,
        an “Indemnitee”)
        harmless from and against any and all other liabilities, obligations, losses,
        damages, penalties, actions, judgments, suits, costs, expenses or disbursements
        of any kind or nature whatsoever with respect to the execution, delivery,
        enforcement, performance and administration of this Agreement, the other
        Loan
        Documents and any such other documents, including any of the foregoing relating
        to the use of proceeds of the Loans or the violation of, noncompliance with
        or
        liability under, any Environmental Law applicable to the operations or current
        or former properties of any Group Member or any of the Properties and the
        reasonable fees and expenses of legal counsel in connection with claims,
        actions
        or proceedings by any Indemnitee against any Loan Party under any Loan Document
        (all the foregoing in this clause (e), collectively, the “Indemnified
        Liabilities”),
        provided
        that the
        Borrower shall have no obligation hereunder to any Indemnitee with respect
        to
        Indemnified Liabilities to the extent such Indemnified Liabilities are found
        by
        a final and nonappealable decision of a court of competent jurisdiction to
        have
        resulted from the gross negligence, bad faith or willful misconduct of such
        Indemnitee. Without limiting the foregoing, and to the extent permitted by
        applicable law, the Borrower agrees not to assert and to cause its Subsidiaries
        not to assert, and hereby waives and agrees to cause its Subsidiaries to
        waive,
        all rights for contribution or any other rights of recovery with respect
        to all
        claims, demands, penalties, fines, liabilities, settlements, damages, costs
        and
        expenses of whatever kind or nature, arising under or related to Environmental
        Laws, that any of them may have by statute or otherwise against any Indemnitee,
        except to the extent resulting from the gross negligence, bad faith or willful
        misconduct of such Indemnitee. All amounts
        due under this Section 11.5 shall be payable not later than ten days after
        written demand therefor. Statements payable by the Borrower pursuant to this
        Section 11.5 shall be submitted to Robert C. Becker (Telephone No.: (212)
        754-2233 and Telecopy No: (212) 754-2372), at the address of the Borrower
        set
        forth in Section 11.2, or to such other Person or address as may be
        hereafter designated by the Borrower in a written notice to the Administrative
        Agent. The agreements in this Section 11.5 shall survive repayment of the
        Loans and all other amounts payable hereunder.

       

       

      
        
          
          

        

        
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      11.6. Successors
        and Assigns.
        (a)
        The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the parties hereto and their respective successors and assigns permitted
        hereby
        (including any Affiliate of any Issuing Lender that issues any Letter of
        Credit), except that (i) the Borrower may not assign or otherwise transfer
        any of its rights or obligations hereunder without the prior written consent
        of
        each Lender (and any attempted assignment or transfer by the Borrower without
        such consent shall be null and void) and (ii) no Lender may assign or otherwise
        transfer its rights or obligations hereunder except in accordance with this
        Section. Nothing in this Agreement, expressed or implied, shall be construed
        to
        confer upon any Person (other than the parties hereto, their respective
        successors and assigns permitted hereby (including any Affiliate of any Issuing
        Lender that issues any Letter of Credit), Participants (to the extent provided
        in paragraph (c) of this Section) and, to the extent expressly contemplated
        hereby, the Related Parties of each of the Administrative Agent, the Issuing
        Lenders and the Lenders) any legal or equitable right, remedy or claim under
        or
        by reason of this Agreement.

       

      (b)
        (i)  Subject
        to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
        to
        one or more assignees all or a portion of its rights and obligations under
        this
        Agreement (including all or a portion of its Commitment and the Loans at
        the
        time owing to it) with the prior written consent (such consent not to be
        unreasonably withheld or delayed) of:

       

      (A) the
        Borrower; provided
        that no
        consent of the Borrower shall be required for an assignment to a Lender,
        an
        Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred
        and is continuing, any other assignee;

       

      (B) the
        Administrative Agent; provided
        that no
        consent of the Administrative Agent shall be required for an assignment of
        all
        or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an
        Approved Fund; and

       

      (C) each
        Issuing Lender and Swingline Lender; provided
        that no
        consent of any Issuing Lender or Swingline Lender shall be required for an
        assignment of all or any portion of a Term Loan.

       

      (ii) Assignments
        shall be subject to the following additional conditions:

       

      (A) no
        assignment may be made to an Ineligible Assignee;

       

      (B) except
        in
        the case of an assignment to a Lender or an Affiliate of a Lender or an Approved
        Fund or an assignment of the entire remaining amount of the assigning Lender’s
        Commitment or Loans of any Class, the amount of the Commitment or Loans of
        the
        assigning Lender subject to each such assignment (determined as of the date
        the
        Assignment and Assumption with respect to such assignment is delivered to
        the
        Administrative Agent) shall not be less than $5,000,000 or, in the case of
        Term
        Loans, $1,000,000, unless the Borrower and the Administrative Agent otherwise
        consent; provided
        that no
        such consent of the Borrower shall be required if an Event of Default has
        occurred and is continuing;

       


      
        
          
          

        

        
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      (C) each
        partial assignment shall be made as an assignment of a proportionate part
        of all
        the assigning Lender’s rights and obligations under this Agreement, except that
        this clause (C) shall not be construed to prohibit the assignment of a
        proportionate part of all the assigning Lender’s rights and obligations in
        respect of one Facility;

       

      (D) the
        parties to each assignment shall execute and deliver to the Administrative
        Agent
        an Assignment and Assumption, together with a processing and recordation
        fee of
        $3,500 to be paid by the assignor or assignee; provided
        that
        only one such fee shall be payable in connection with simultaneous assignments
        to or by two or more related Approved Funds; and

       

      (E) the
        assignee, if it shall not be a Lender, shall deliver to the Administrative
        Agent
        an Administrative Questionnaire.

       

      (F) in
        the
        case of an assignment by a Lender to a CLO (as defined below) managed or
        administered by such Lender or an Affiliate of such Lender, the assigning
        Lender
        shall retain the sole right to approve any amendment, modification or waiver
        of
        any provision of this Agreement and the other Loan Documents, provided
        that the
        Assignment and Assumption between such Lender and such CLO may provide that
        such
        Lender will not, without the consent of such CLO, agree to any amendment,
        modification or waiver that (1) requires the consent of each Lender
        directly affected thereby pursuant to the proviso to the second sentence
        of
        Section 11.1 and (2) directly affects such CLO.

       

      For
        purposes of this Section 11.6, the terms “Approved
        Fund”
and
        “CLO” have the following meanings:

       

      “Approved
        Fund” means any Person (other than a natural person) that is engaged in making,
        purchasing, holding or investing in bank loans and similar extensions of
        credit
        in the ordinary course and that is administered or managed by, or has as
        its
        principal investment advisor, a Lender, an Affiliate of a Lender or an entity
        or
        an Affiliate of an entity that administers or manages a Lender or is the
        principal investment advisor of a Lender.

       

      “CLO”
means
        any entity (whether a corporation, partnership, trust or otherwise) that
        is
        engaged in making, purchasing, holding or otherwise investing in bank loans
        and
        similar extensions of credit in the ordinary course of its business and is
        administered or managed by a Lender or an affiliate of such Lender.

       

      
        (iii)
          Subject to acceptance and recording thereof pursuant to paragraph (b)(iv)
          of this Section, from and after the effective date specified in each Assignment
          and Assumption the assignee thereunder shall be a party hereto and, to
          the
          extent of the interest assigned by such Assignment and Assumption, have
          the
          rights and obligations of a Lender under this Agreement, and the assigning
          Lender thereunder shall, to the extent of the interest assigned by such
          Assignment and Assumption, be released from its obligations under this
          Agreement
          (and, in the case of an Assignment and Assumption covering all of the assigning
          Lender’s rights and obligations under this Agreement, such Lender shall cease
          to
          be a party hereto but shall continue to be entitled to the benefits of
          Sections
          4.9, 4.10, 4.11, 11.5 and 11.12(e)). Any assignment or 

      

       

      
 

      
        
          
          

        

        
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      transfer
        by a Lender of rights or obligations under this Agreement that
        does not comply with this Section 11.6 shall be treated for purposes of
        this Agreement as a sale by such Lender of a participation in such rights
        and
        obligations in accordance with paragraph (c) of this Section.

       

      (iv) The
        Administrative Agent, acting for this purpose as an agent of the Borrower,
        shall
        maintain at one of its offices in The City of New York a copy of each Assignment
        and Assumption delivered to it and a register for the recordation of the
        names
        and addresses of the Lenders, and the Commitment of, and principal amount
        of the
        Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof
        from time to time (the “Register”).
        The
        entries in the Register shall be conclusive, and each of the Borrower, the
        Administrative Agent, the Issuing Lender and the Lenders may treat each Person
        whose name is recorded in the Register pursuant to the terms hereof as a
        Lender
        hereunder for all purposes of this Agreement, notwithstanding notice to the
        contrary. The Register shall be available for inspection by the Borrower,
        any
        Issuing Lender and any Lender, at any reasonable time and from time to time
        upon
        reasonable prior notice.

       

      (v) Upon
        its
        receipt of a duly completed Assignment and Assumption executed by an assigning
        Lender and an assignee, the assignee’s completed Administrative Questionnaire
        (unless the assignee shall already be a Lender hereunder), the processing
        and
        recordation fee referred to in paragraph (b) of this Section and any
        written consent to such assignment required by paragraph (b) of this
        Section, the Administrative Agent shall accept such Assignment and Assumption
        and record the information contained therein in the Register. No assignment
        shall be effective for purposes of this Agreement unless it has been recorded
        in
        the Register as provided in this paragraph.

       

      (c)
        (i)
        Any
        Lender may, without the consent of the Borrower, the Administrative Agent,
        the
        Issuing Lenders or the Swingline Lender, sell participations to one or more
        banks or other entities (a “Participant”)
        in all
        or a portion of such Lender’s rights and obligations under this Agreement
        (including all or a portion of its Commitment and the Loans owing to it);
        provided
        that (A)
        such Lender’s obligations under this Agreement shall remain unchanged, (B) such
        Lender shall remain solely responsible to the other parties hereto for the
        performance of such obligations and (C) the Borrower, the Administrative
        Agent,
        the Issuing Lenders and the other Lenders shall continue to deal solely and
        directly with such Lender in connection with such Lender’s rights and
        obligations under this Agreement. Any agreement or instrument pursuant to
        which
        a Lender sells such a participation shall provide that such Lender shall
        retain
        the sole right to enforce the Loan Documents and to approve any amendment,
        modification or waiver of any provision of the Loan Documents; provided
        that
        such agreement or instrument may provide that such Lender will not, without
        the
        consent of the Participant, agree to any amendment, modification or waiver
        (1)
        that requires the consent of each Lender directly affected thereby pursuant
        to
        the proviso to the second sentence of Section 11.1 and (2) directly affects
        such Participant. Subject to paragraph (c)(ii) of this Section, the
        Borrower agrees that each Participant shall be entitled to the benefits of
        Sections 4.9, 4.10 and 4.11 to the same extent as if it were a Lender and
        had
        acquired its interest by assignment pursuant to paragraph (c)(ii) of this
        Section. To the extent permitted by law, each Participant also shall be entitled
        to the benefits of

       


      
        
          
          

        

        
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      Section 11.7
        as though it were a Lender, provided such Participant agrees to be subject
        to
        Section 11.7(a) as though it were a Lender.

       

      (ii) A
        Participant shall not be entitled to receive any greater payment under
        Section 4.9 or 4.11 than the applicable Lender would have been entitled to
        receive with respect to the participation sold to such Participant, unless
        the
        sale of the participation to such Participant is made with the applicable
        Borrower’s prior written consent. A Participant that would be a Non-U.S. Lender
        if it were a Lender shall not be entitled to the benefits of Section 4.11
        unless the applicable Borrower is notified of the participation sold to such
        Participant and such Participant agrees, for the benefit of such Borrower,
        to
        comply with Section 4.10(a) as though it were a Lender.

       

      (d)
        Any
        Lender may, without the consent of the Borrower or the Administrative Agent,
        at
        any time pledge or assign a security interest in all or any portion of its
        rights under this Agreement to secure obligations of such Lender, including
        any
        pledge or assignment to secure obligations to a Federal Reserve Bank, and
        this
        Section shall not apply to any such pledge or assignment of a security interest;
        provided
        that no
        such pledge or assignment of a security interest shall release a Lender from
        any
        of its obligations hereunder or substitute any such pledgee or assignee for
        such
        Lender as a party hereto.

       

      (e)
        Notwithstanding the foregoing, any Conduit Lender may assign any or all of
        the
        Loans it may have funded hereunder to its designating Lender without the
        consent
        of the Borrower or the Administrative Agent and without regard to the
        limitations set forth in Section 11.6(b). The Borrower, each Lender and
        each Agent hereby confirms that it will not institute against a Conduit Lender
        or join any other Person in instituting against a Conduit Lender any bankruptcy,
        reorganization, arrangement, insolvency or liquidation proceeding under any
        state bankruptcy or similar law, for one year and one day after the payment
        in
        full of the latest maturing commercial paper note issued by such Conduit
        Lender;
provided,
        however,
        that
        each Lender designating any Conduit Lender hereby agrees to indemnify, save
        and
        hold harmless each other party hereto for any loss, cost, damage or expense
        arising out of its inability to institute such a proceeding against such
        Conduit
        Lender during such period of forbearance.

       

      11.7. Adjustments;
        Set-off.
        (a)
        Except
        to the extent that this Agreement expressly provides for payments to be
        allocated to a particular Lender or to the Lenders under a particular Facility,
        if any Lender (a “Benefitted
        Lender”)
        shall,
        at any time after the Loans and other amounts payable hereunder shall
        immediately become due and payable pursuant to Section 9, receive any
        payment of all or part of the Obligations owing to it, or receive any collateral
        in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant
        to events or proceedings of the nature referred to in Section 9(f), or
        otherwise), in a greater proportion than any such payment to or collateral
        received by any other Lender, if any, in respect of the Obligations owing
        to
        such other Lender, such Benefitted Lender shall purchase for cash from the
        other
        Lenders a participating interest in such portion of the Obligations owing
        to
        each such other Lender, or shall provide such other Lenders with the benefits
        of
        any such collateral, as shall be necessary to cause such Benefitted Lender
        to
        share the excess payment or benefits of such collateral ratably with each
        of the
        Lenders; provided,
        however,
        that if
        all or any portion of such excess payment or benefits is thereafter recovered
        from such Benefitted Lender, such purchase

       

       


      
        
          
          

        

        
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      shall
        be
        rescinded, and the purchase price and benefits returned, to the extent of
        such
        recovery, but without interest.

       

      (b)
        In
        addition to any rights and remedies of the Lenders provided by law, each
        Lender
        shall have the right, without prior notice to the Borrower, any such notice
        being expressly waived by the Borrower to the extent permitted by applicable
        law, upon any amount becoming due and payable by the Borrower hereunder (whether
        at the stated maturity, by acceleration or otherwise), to set off and
        appropriate and apply against such amount any and all deposits (general or
        special, time or demand, provisional or final), in any currency, and any
        other
        credits, indebtedness or claims, in any currency, in each case whether direct
        or
        indirect, absolute or contingent, matured or unmatured, at any time held
        or
        owing by such Lender or any branch or agency thereof to or for the credit
        or the
        account of the Borrower. Each Lender agrees promptly to notify the Borrower
        and
        the Administrative Agent after any such setoff and application made by such
        Lender, provided
        that the
        failure to give such notice shall not affect the validity of such setoff
        and
        application.

       

      11.8. Counterparts.  This
        Agreement may be executed by one or more of the parties to this Agreement
        on any
        number of separate counterparts, and all of said counterparts taken together
        shall be deemed to constitute one and the same instrument. Delivery of an
        executed signature page of this Agreement by facsimile transmission shall
        be
        effective as delivery of a manually executed counterpart hereof. A set of
        the
        copies of this Agreement signed by all the parties shall be lodged with the
        Borrower and the Administrative Agent.

       

      11.9. Severability.  Any
        provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      1.10. Integration.  This
        Agreement and the other Loan Documents represent the entire agreement of
        the
        Borrower, the Agents and the Lenders with respect to the subject matter hereof
        and thereof, and there are no promises, undertakings, representations or
        warranties by any Agent or any Lender relative to subject matter hereof not
        expressly set forth or referred to herein or in the other Loan
        Documents.

       

      11.11. GOVERNING
        LAW.  THIS
        AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
        SHALL BE GOVERNED 
        BY,
          AND
          CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
          YORK.

      

       

      
        11.12. Submission
          To Jurisdiction; Waivers.  The
          Borrower hereby irrevocably and unconditionally:

         

        (a) submits
          for itself and its property in any legal action or proceeding relating
          to this
          Agreement and the other Loan Documents to which it is a party, or for
          recognition and enforcement of any judgment in respect thereof, to the
          non-exclusive general

      

       


      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      

       

       jurisdiction
        of the courts of the State of New York, the courts of the United States for
        the
        Southern District of New York, and appellate courts from any
        thereof;

       

      (b) consents
        that any such action or proceeding may be brought in such courts and waives
        any
        objection that it may now or hereafter have to the venue of any such action
        or
        proceeding in any such court or that such action or proceeding was brought
        in an
        inconvenient court and agrees not to plead or claim the same;

       

      (c) agrees
        that service of process in any such action or proceeding may be effected
        by
        mailing a copy thereof by registered or certified mail (or any substantially
        similar form of mail), postage prepaid, to the Borrower at its address set
        forth
        in Section 11.2 or at such other address of which the Administrative Agent
        shall have been notified pursuant thereto;

       

      (d) agrees
        that nothing herein shall affect the right to effect service of process in
        any
        other manner permitted by law or shall limit the right to sue in any other
        jurisdiction; and

       

      (e) waives,
        to the maximum extent not prohibited by law, any right it may have to claim
        or
        recover in any legal action or proceeding referred to in this Section any
        special, exemplary, punitive or consequential damages.

       

      11.13. Acknowledgments.  The
        Borrower hereby acknowledges that:

       

      (a) it
        has
        been advised by counsel in the negotiation, execution and delivery of this
        Agreement and the other Loan Documents;

       

      (b) no
        Agent,
        Issuing Lender or Lender has any fiduciary relationship with or duty to the
        Borrower arising out of or in connection with this Agreement or any of the
        other
        Loan Documents, and the relationship between the Agents, the Issuing Lender
        and
        Lenders, on one hand, and the Borrower, on the other hand, in connection
        herewith or therewith is solely that of debtor and creditor; and

       

      (c) no
        joint
        venture is created hereby or by the other Loan Documents or otherwise exists
        by
        virtue of the transactions contemplated hereby among the Lenders or among
        the
        Borrower and the Lenders.

       

      
        11.14
          Releases of Guarantees and Liens.
          (a)
          Notwithstanding
          anything to the contrary contained herein or in any other Loan Document,
          the
          Administrative Agent is hereby irrevocably authorized by each Lender (without
          requirement of notice to or consent of any Lender except as expressly required
          by Section 11.1) to take any action requested by the Borrower having the
          effect of releasing any Collateral or guarantee obligations (i) to the
          extent necessary to permit consummation of any transaction not prohibited
          by any
          Loan Document or that has been consented to in accordance with Section 11.1
          or (ii) under the circumstances described in paragraph (b)
          below.

      

       


      
        
          
          

        

        
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      (b)
        At
        such time as the Loans, the Reimbursement Obligations and the other obligations
        under the Loan Documents (other than obligations under or in respect of Hedge
        Agreements) shall have been paid in full, the Commitments have been terminated
        and no Letters of Credit shall be outstanding, the Collateral shall be released
        from the Liens created by the Security Documents, and the Security Documents
        and
        all obligations (other than those expressly stated to survive such termination)
        of the Administrative Agent and each Loan Party under the Security Documents
        shall terminate, all without delivery of any instrument or performance of
        any
        act by any Person.

       

      11.15. Confidentiality.  Each
        Agent, Issuing Lender and Lender agrees to keep confidential all non-public
        information provided to it by any Loan Party pursuant to this Agreement that
        is
        designated by such Loan Party as confidential; provided
        that
        nothing herein shall prevent any Agent, Issuing Lender or any Lender from
        disclosing any such information (a) to any Agent, any other Lender or any
        Lender Affiliate, (b) subject to an agreement to comply with the provisions
        of this Section, to any actual or prospective Transferee or any direct or
        indirect counterparty to any Hedge Agreement (or any professional advisor
        to
        such counterparty), (c) to its employees, directors, agents, attorneys,
        accountants and other professional advisors or those of any of its affiliates,
        (d) upon the request or demand of any Governmental Authority, (e) in
        response to any order of any court or other Governmental Authority or as
        may
        otherwise be required pursuant to any Requirement of Law, (f) if requested
        or required to do so in connection with any litigation or similar proceeding,
        (g) that has been publicly disclosed, (h) to the National Association
        of Insurance Commissioners or any similar organization or any nationally
        recognized rating agency that requires access to information about a Lender’s
        investment portfolio in connection with ratings issued with respect to such
        Lender, or (i) in connection with the exercise of any remedy hereunder or
        under any other Loan Document. Any Person required to maintain the
        confidentiality of information as provided in this Section shall be considered
        to have complied with its obligation to do so if such Person has exercised
        the
        same degree of care to maintain the confidentiality of such information as
        such
        Person would accord to its own confidential information.

       

      11.16. WAIVERS
        OF JURY TRIAL.  THE
        BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
        WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
        OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM
        THEREIN.

       

      11.17. [Reserved]

       

      
        11.18
          Conversion of Currencies.
          (a)
          If,
          for
          the purpose of obtaining judgment in any court, it is necessary to convert
          a sum
          owing hereunder in one currency into another currency, each party hereto
          agrees,
          to the fullest extent that it may effectively do so, that the rate of exchange
          used shall be that at which, in accordance with normal banking procedures
          in the
          relevant jurisdiction, the first currency could be purchased with such
          other
          currency on the Business Day immediately preceding the day on which final
          judgment is given.

         

      


      
        
          
          

        

        
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      (b)
        The
        obligations of the Borrower in respect of any sum due to any party hereto
        or any
        holder of the obligations owing hereunder (the “Applicable
        Creditor”)
        shall,
        notwithstanding any judgment in a currency (the “Judgment
        Currency”)
        other
        than the currency in which such sum is stated to be due hereunder (the
“Agreement
        Currency”),
        be
        discharged only to the extent that, on the Business Day following receipt
        by the
        Applicable Creditor of any sum adjudged to be so due in the Judgment Currency,
        the Applicable Creditor may in accordance with normal banking procedures
        in the
        relevant jurisdiction purchase the Agreement Currency with the Judgment
        Currency; if the amount of the Agreement Currency so purchased is less than
        the
        sum originally due to the Applicable Creditor in the Agreement Currency,
        the
        Borrower agrees, as a separate obligation and notwithstanding any such judgment,
        to indemnify the Applicable Creditor against such loss. The obligations of
        the
        Borrower contained in this Section 11.18 shall survive the termination of
        this Agreement and the payment of all other amounts owing
        hereunder.

       

      11.19. Interest
        Rate Limitation.  Notwithstanding
        anything herein to the contrary, if at any time the interest rate applicable
        to
        any Loan, together with all fees, charges and other amounts which are treated
        as
        interest on such Loan under applicable law (collectively the “Charges”),
        shall
        exceed the maximum lawful rate (the “Maximum
        Rate”)
        which
        may be contracted for, charged, taken, received or reserved by the Lender
        holding such Loan in accordance with applicable law, the rate of interest
        payable in respect of such Loan hereunder, together with all Charges payable
        in
        respect thereof, shall be limited to the Maximum Rate and, to the extent
        lawful,
        the interest and Charges that would have been payable in respect of such
        Loan
        but were not payable as a result of the operation of this Section shall be
        cumulated and the interest and Charges payable to such Lender in respect
        of
        other Loans or periods shall be increased (but not above the Maximum Rate
        therefor) until such cumulated amount, together with interest thereon at
        the
        Federal Funds Effective Rate to the date of repayment, shall have been received
        by such Lender.

       

      



      
        
          
          

        

        
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      Annex
        A

       

      PRICING
        GRID FOR LOANS (OTHER THAN TRANCHE C TERM LOANS)

       

      
        	
                Pricing
                  Level

                 

              	
                Applicable
                  Margin for Eurocurrency Loans

                 

              	
                Applicable
                  Margin for Base Rate Loans

                 

              
	
                I

                 

              	
                2.00%

                 

              	
                1.00%

                 

              
	
                II

                 

              	
                1.75%

                 

              	
                0.75%

                 

              
	
                III

                 

              	
                1.50%

                 

              	
                0.50%

                 

              
	
                IV

                 

              	
                1.25%

                 

              	
                0.25%

                 

              


      

      


      PRICING
        GRID FOR TRANCHE C TERM LOANS

       

      
        	
                Pricing
                  Level

              	
                Applicable
                  Margin 

                for
                  Eurocurrency Loans

              	
                Applicable
                  Margin 

                for
                  Base Rate Loans

              
	
                I

              	
                1.50%

              	
                0.50%

              
	
                II

              	
                1.25%

              	
                0.25%

              
	
                III

              	
                1.00%

              	
                0.00%

              
	
                IV

              	
                0.75%

              	
                0.00%

              


      

      


      The
        Applicable Margin shall be adjusted, on and after the first Adjustment Date
        (as
        defined below) occurring after the date which is six months after the Effective
        Date (or, in the case of the Tranche C Term Loans, the first Adjustment Date
        occurring after June 30, 2006), based on changes in the Consolidated
        Leverage Ratio, with such adjustments to become effective on the date (the
        “Adjustment
        Date”)
        that
        is three Business Days after the date on which the relevant financial statements
        are delivered to the Lenders pursuant to Section 7.1 and to remain in
        effect until the next adjustment to be effected pursuant to this paragraph.
        If
        any financial statements referred to above are not delivered within the time
        periods specified in Section 7.1, then, until the date that is three
        Business Days after the date on which such financial statements are delivered,
        the highest rate set forth in each column of the Pricing Grid shall apply.
        On
        each Adjustment Date, the Applicable Margin shall be adjusted to be equal
        to the
        Applicable Margins opposite the Pricing Level determined to exist on such
        Adjustment Date from the financial statements relating to such Adjustment
        Date.
        For the purposes of the Applicable Margin for the Tranche C Term Loans, prior
        to
        the date on which the financial statements specified in Section 7.1 for the
        fiscal quarter ended June 30, 2006 are required to be delivered, the
        Applicable Margin shall be determined by reference to Pricing
        Level II.

       

      As
        used
        herein, the following rules shall govern the determination of Pricing Levels
        on
        each Adjustment Date:

       


      
        
          
          

        

        
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      “Pricing
        Level I”
shall
        exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant
        period is greater than or equal to 3.25 to 1.00.

       

      “Pricing
        Level II”
shall
        exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant
        period is less than 3.25 to 1.00 but greater than or equal to 2.50 to
        1.00.

       

      “Pricing
        Level III”
shall
        exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant
        period is less than 2.50 to 1.00 but greater than or equal to 2.00 to
        1.00.

       

      “Pricing
        Level IV”
shall
        exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant
        period is less than 2.00 to 1.00.

       

       

       

       

       

       

      106