Exhibit
10.1


 


EXECUTION COPY


 


THIRD AMENDMENT dated as of October 13, 2009 (this “Amendment”),
to the Credit Agreement dated as of June 9, 2008, (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among SCIENTIFIC GAMES INTERNATIONAL, INC., a Delaware corporation (the “Borrower”),
SCIENTIFIC GAMES CORPORATION, a Delaware corporation (“Holdings”), the
several lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A.,
as administrative agent (in such capacity, the “Administrative Agent”).


 


WHEREAS:


 


A.                                   Unless
otherwise noted herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.


 


B.                                     The Borrower
has requested that the Administrative Agent and the Lenders amend certain
provisions of the Credit Agreement.


 


C.                                     The
Administrative Agent and the undersigned Lenders are willing to amend certain
provisions of the Credit Agreement, all on the terms and conditions hereinafter
set forth.


 


NOW, THEREFORE, in
consideration of the above recitals and the covenants and conditions
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, each of Holdings, the
Borrower, the Administrative Agent and the undersigned Lenders hereby agree as
follows:


 


SECTION 1.  Amendments to Credit
Agreement.  The Credit
Agreement is hereby amended as follows:


 


(a) 
Section 1.1 of the Credit Agreement is hereby amended by revising the
definition of “Permitted Additional Senior Indebtedness” by replacing the word “five”
in clause (f) thereof with the word “two”.


 


(b) 
Section 1.1 of the Credit Agreement is hereby further amended by revising
the definition of “Permitted Additional Subordinated Debt” by replacing the
word “five” in clause (e) thereof with the word “two”.


 


(c) 
Section 8.1 of the Credit Agreement is hereby amended by adding the
following new paragraph at the end thereof:


 


Notwithstanding
anything to the contrary in this Section 8.1, solely for purposes of
determining whether Holdings or the Borrower may incur Permitted Additional
Subordinated Debt or Permitted Additional Senior Indebtedness, the required
Consolidated Leverage Ratio, Consolidated Senior Debt Ratio and


 





















 


Consolidated Interest
Coverage Ratio for any date before December 31, 2009 shall be deemed to be
the same as those required for December 31, 2009.


 


SECTION 2.  Representations and
Warranties.  Holdings
and the Borrower hereby represent and warrant on the Third Amendment Effective
Date (as defined below) to the Administrative Agent and each Lender that:


 


(a) 
Each of the representations and warranties made by any Loan Party in or
pursuant to the Loan Documents is true and correct on and as of the Third
Amendment Effective Date, except to the extent such representations and
warranties relate to an earlier date, in which case such representations and
warranties shall be true and correct as of such earlier date.


 


(b) 
No Default or Event of Default has occurred and is continuing.


 


SECTION 3.  Conditions Precedent.  This Amendment shall become effective as of
the date of the satisfaction of the following condition precedent (the “Third
Amendment Effective Date”):


 


(a) 
The Administrative Agent (or its counsel) shall have received from each of
Holdings, the Borrower and Lenders constituting the Required Lenders either (i) a
counterpart of this Amendment signed on behalf of such party or (ii) written
evidence satisfactory to the Administrative Agent (which may include telecopy
or other electronic transmission of a signed signature page of this
Amendment) that such party has signed a counterpart of this Amendment.


 


SECTION 4.  Credit Agreement.  Except as specifically stated herein, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof.


 


SECTION 5.  Miscellaneous.


 


(a) 
This Amendment may be executed in any number of counterparts, each of which
when so executed shall be deemed an original, but all such counterparts shall
constitute one and the same instrument. 
Delivery of an executed counterpart of a signature page of this
Amendment by telecopy or electronic transmission shall be effective as delivery
of a manually executed counterpart of this Amendment.


 


(b) 
All references to the Credit Agreement in the Loan Documents shall be deemed to
include this Amendment.  This Amendment
constitutes a Loan Document.


 


(c) 
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.


 





















 


(d) 
WAIVERS OF JURY TRIAL.  EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


[The remainder of this page has been left blank intentionally.]


 

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed on their behalf and in their
respective corporate names by their duly authorized officers as of the date
first above written.


 


	
   

  	
  SCIENTIFIC
  GAMES INTERNATIONAL, INC.,

  as Borrower,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/
  Jeffrey S. Lipkin

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jeffrey
  S. Lipkin

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


	
   

  	
  SCIENTIFIC GAMES CORPORATION.,

  as
  Holdings and a Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  s/
  Jeffrey S. Lipkin

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jeffrey
  S. Lipkin

  
	
   

  	
   

  	
   

  	
  Title:
  

  	
  Vice
  President and Chief

  Financial Officer

  



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  as Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
  /s/
  Ralph Totoonchie

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Ralph
  Totoonchie

  
	
   

  	
   

  	
   

  	
  Title:
  

  	
  Vice
  President

  



 

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF OCTOBER 13,
  2009, TO THE CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC
  GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


[This Amendment was executed by authorized signatories of 19 Lenders]