Exhibit 10.1


 


EXECUTION
VERSION


 


AMENDMENT AND RESTATEMENT AGREEMENT dated as of
February 12, 2010 (this “Agreement”), among SCIENTIFIC GAMES
INTERNATIONAL, INC. (the “Borrower”), SCIENTIFIC GAMES CORPORATION (“Holdings”),
the LENDERS party hereto (the “Consenting Lenders”) and JPMORGAN CHASE
BANK, N.A., as Administrative Agent (the “Administrative Agent”) for the
Lenders under the Credit Agreement dated as of June 9, 2008, as amended
and restated as of March 27, 2009, September 30, 2009, and
October 13, 2009 (as in effect immediately prior to the Restatement
Effective Date (as defined below), the “Existing Credit Agreement”),
among the Borrower, Holdings, the lenders from time to time party thereto (the
“Lenders”) and the Administrative Agent.


 


WHEREAS:


 


A.  Pursuant to
the Existing Credit Agreement, the Lenders have extended, and have agreed to
extend, credit to the Borrower.


 


B.  The Borrower
has requested that the Existing Credit Agreement be amended and restated as
provided herein.


 


C.  The
Administrative Agent and the Consenting Lenders are willing to amend and
restate the Credit Agreement, 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 sufficiency of which are hereby acknowledged,
each of Holdings, the Borrower, the Administrative Agent and the Consenting
Lenders 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 Restated Credit Agreement referred to below.


 


SECTION 2. 
Amendment and Restatement of Existing Credit Agreement; Amendment of
Guarantee and Collateral Agreement. 
(a)  Effective on the Restatement Effective Date, the Existing
Credit Agreement (excluding the annexes, schedules and exhibits thereto to the
extent not attached as part of Exhibit A hereto, each of which shall
remain unchanged) is hereby amended and restated to read in its entirety as set
forth in Exhibit A hereto (the “Restated Credit Agreement”).  From and after the Restatement Effective
Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”,
“hereof” and words of similar import, as used in the Restated Credit 


 

















 


Agreement, shall, unless the context otherwise requires, refer to the
Restated Credit Agreement, and the term “Credit Agreement”, as used in the
other Loan Documents, shall mean the Restated Credit Agreement.


 


(b)  The Consenting Lenders hereby consent to the
amendment of the Guarantee and Collateral Agreement to amend Section 3
thereof by restating the first proviso at the end thereof in its entirety as
follows:


 


“provided, however,
that notwithstanding any of the other provisions set forth in this
Section 3, this Agreement shall not constitute a grant of a security
interest in (i) any property to the extent that such grant of a security
interest is prohibited by any Requirements of Law of a Governmental Authority,
requires a consent not obtained of any Governmental Authority pursuant to such
Requirement of Law or is prohibited by, or constitutes a breach or default
under or results in the termination of or requires any consent not obtained
under, any contract, license, agreement, instrument or other document
evidencing or giving rise to such property or, in the case of any Investment
Property, any applicable shareholder or similar agreement, except to the extent
that such Requirement of Law or the term in such contract, license, agreement,
instrument or other document or shareholder or similar agreement providing for
such prohibition, breach, default or termination or requiring such consent is
ineffective under applicable law or (ii) the Capital Stock of Sciplay,
Sciplay International or any other Playtech Joint Venture in which any Loan
Party has any rights;”.


 


SECTION 3. 
Representations and Warranties. To induce the other parties
hereto to enter into this Agreement, each of Holdings and the Borrower
represents and warrants to each of the other parties hereto, that, at the time
of and immediately after giving effect to this Agreement:


 


(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 Restatement Effective Date as if made on and as of the
Restatement 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; and


 


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


 


SECTION 4. 
Amendment Fees.  (a) 
The Borrower agrees to pay to the Administrative Agent for the account of each
Lender that executes and delivers a copy of this Agreement to the
Administrative Agent (or its counsel) at or prior to 5:00 p.m., New York
City time, on February 10, 2010 (or such other time or date on which the
Administrative Agent and the Borrower shall agree), an amendment fee (the “Amendment
Fees”) in an amount equal to 0.25% of the sum of (i) the aggregate
principal amount of Term Loans of such Lender and (ii) the Revolving
Commitment (whether used or unused) of such Lender, in each case as of such
date; provided that the Borrower shall have no liability for any such
Amendment Fees if this Agreement and the Restated Credit Agreement do not
become effective in accordance with Section 5 below.  


 


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Such Amendment Fees shall be payable in immediately available funds on,
and subject to the occurrence of, the Restatement Effective Date (as defined
below).


 


(b)  In the event that at any time following the
Restatement Effective Date and prior to the date that is 45 days following the
filing with the SEC of Holdings’ annual report on Form 10-K for the fiscal
year ended December 31, 2009, either of S&P or Moody’s
(i) downgrades the rating assigned by it, as of the Restatement Effective
Date, to the Borrower’s corporate credit or senior secured bank debt (each such
rating, a “Current Rating”) or (ii) places either such Current
Rating on review and, within 90 days following the date on which such Current
Rating was placed on review, downgrades such Current Rating (the date of any
such downgrade under clause (i) or (ii), the “Downgrade Date”), the
Borrower shall, within two Business Days following such Downgrade Date, pay to
the Administrative Agent, for the account of each Consenting Lender, an
additional fee (the “Additional Fees”) in an amount equal to 0.125% of
the sum of (x) the aggregate principal amount of Term Loans of such
Consenting Lender and (y) the Revolving Commitment (whether use or unused)
of such Consenting Lender, in each case as of the Restatement Effective Date; provided
that the Borrower shall have no liability for any such Additional Fees if this
Agreement and the Amended and Restated Credit Agreement do not become effective
in accordance with Section 5 below.


 


SECTION 5. 
Conditions Precedent.  This
Agreement and the Restated Credit Agreement shall become effective as of the
date (the “Restatement Effective Date”) of the satisfaction of the
following conditions precedent:


 


(a)  The Administrative Agent (or its counsel)
shall have received from each of Holdings and the Borrower and the Required
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 telecopy or other electronic 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
all fees and other amounts due and payable hereunder or under the Existing
Credit Agreement on or prior to the Restatement Effective Date, including the Amendment
Fees and, to the extent invoiced, reimbursement or payment of all reasonable
out-of-pocket expenses (including, without limitation, the reasonable fees,
charges and disbursements of Cravath, Swaine & Moore LLP, counsel for
the Administrative Agent) required to be reimbursed or paid by the Borrower
hereunder or under any other Loan Document.


 


SECTION 6. 
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.


 


SECTION 7. 
WAIVERS OF JURY TRIAL. 
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL 


 


3

















 


BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT OR FOR ANY COUNTERCLAIM THEREIN.


 


SECTION 8. 
No Novation. Neither this Agreement nor the effectiveness of the
Restated Credit Agreement shall extinguish the Obligations for the payment of money
outstanding under the Existing Credit Agreement or discharge or release the
Lien or priority of any Loan Document or any other security therefor or any
guarantee thereof, and the liens and security interests in favor of the
Administrative Agent for the benefit of the Secured Parties securing payment of
the Obligations are in all respects continuing and in full force and effect
with respect to all Obligations.  Nothing
herein contained shall be construed as a substitution or novation, or a payment
and reborrowing, or a termination, of the Obligations outstanding under the
Existing Credit Agreement or instruments guaranteeing or securing the same,
which shall remain in full force and effect, except as modified hereby or by
instruments executed concurrently herewith. 
Nothing expressed or implied in this Agreement, the Restated Credit
Agreement or any other document contemplated hereby or thereby shall be
construed as a release or other discharge of the Borrower under the Existing
Credit Agreement or the Borrower or any other Loan Party under any Loan
Document from any of its obligations and liabilities thereunder, and such
obligations are in all respects continuing with only the terms being modified
as provided in this Agreement and in the Restated Credit Agreement.  The Existing Credit Agreement and each of the
other Loan Documents shall remain in full force and effect, until and except as
modified hereby.  This Agreement shall constitute
a Loan Document for all purposes of the Existing Credit Agreement and the
Restated Credit Agreement.


 


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


 


SECTION 10. 
Counterparts.  This
Agreement may be executed by one or more 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 (or other electronic) transmission
shall be effective as delivery of a manually executed counterpart hereof.


 


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.


 


[Remainder of this
page intentionally left blank]


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first
above written.


 


	
   

  	
  SCIENTIFIC GAMES
  INTERNATIONAL, INC., as Borrower,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Jeff Lipkin

  
	
   

  	
   

  	
  Name: 

  	
  Jeff Lipkin

  
	
   

  	
   

  	
  Title: 

  	
  Vice President
  and CFO

  
					



 


 


	
   

  	
  SCIENTIFIC GAMES CORPORATION.,

  as Holdings and
  a Guarantor,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  /s/ Jeff Lipkin

  
	
   

  	
   

  	
  Name: 

  	
  Jeff Lipkin

  
	
   

  	
   

  	
  Title: 

  	
  Vice President
  and CFO

  
					



 

















 


	
   

  	
  JPMORGAN CHASE
  BANK, N.A., as a Lender and as Administrative Agent,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  /s/ Ralph Totoonchie

  
	
   

  	
   

  	
  Name: 

  	
  Ralph Totoonchie

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  
					



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution:
  UBS LOAN FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Marie Haddad

  
	
   

  	
   

  	
  Name: 

  	
  Marie Haddad

  
	
   

  	
   

  	
  Title: 

  	
  Associate
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Mary E. Evans

  
	
   

  	
   

  	
  Name: 

  	
  Mary E. Evans

  
	
   

  	
   

  	
  Title: 

  	
  Associate
  Director

  



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: UBS AG, STAMFORD BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Marie Haddad

  
	
   

  	
   

  	
  Name: 

  	
  Marie Haddad

  
	
   

  	
   

  	
  Title: 

  	
  Associate
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Mary E. Evans

  
	
   

  	
   

  	
  Name: 

  	
  Mary E. Evans

  
	
   

  	
   

  	
  Title: 

  	
  Associate
  Director

  



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kitty Sin

  
	
   

  	
   

  	
  Name: 

  	
  Kitty Sin

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Peng-Wah Tang

  
	
   

  	
   

  	
  Name: 

  	
  Peng-Wah Tang

  
	
   

  	
   

  	
  Title: 

  	
  General Manager

  



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: CRÉDIT INDUSTRIEL ET COMMERCIAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Anthony Rock

  
	
   

  	
   

  	
  Name: 

  	
  Anthony Rock

  
	
   

  	
   

  	
  Title: 

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Marcus Edward

  
	
   

  	
   

  	
  Name: 

  	
  Marcus Edward

  
	
   

  	
   

  	
  Title: 

  	
  Managing
  Director

  



 
















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Dawn Cheng

  
	
   

  	
   

  	
  Name: 

  	
  Dawn Cheng

  
	
   

  	
   

  	
  Title: 

  	
  AVP &
  AGM

  



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: UNION BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Pierre Bury

  
	
   

  	
   

  	
  Name: 

  	
  Pierre Bury

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: AIB DEBT MANAGEMENT, LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jim Dennehy

  
	
   

  	
   

  	
  Name: 

  	
  Jim Dennehy

  
	
   

  	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Edwin Holmes

  
	
   

  	
   

  	
  Name: 

  	
  Edwin Holmes

  
	
   

  	
   

  	
  Title: 

  	
  Assistant Vice
  President

  



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE
  AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: ALLIED IRISH BANKS, P.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jim Dennehy

  
	
   

  	
   

  	
  Name: 

  	
  Jim Dennehy

  
	
   

  	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Edwin Holmes

  
	
   

  	
   

  	
  Name: 

  	
  Edwin Holmes

  
	
   

  	
   

  	
  Title: 

  	
  Assistant Vice
  President

  



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: TORONTO DOMINION (TEXAS) LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Debbi L. Brito

  
	
   

  	
   

  	
  Name: 

  	
  Debbi L. Brito

  
	
   

  	
   

  	
  Title: 

  	
  Authorized
  Signatory

  



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: CIT BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Benjamin Haslam

  
	
   

  	
   

  	
  Name: 

  	
  Benjamin Haslam

  
	
   

  	
   

  	
  Title: 

  	
  Authorized
  Signatory

  



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Charles Stewart

  
	
   

  	
   

  	
  Name: 

  	
  Charles Stewart

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: RAYMOND JAMES BANK, FSB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ James M. Armstrong

  
	
   

  	
   

  	
  Name: 

  	
  James M.
  Armstrong

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: HUA NAN COMMERCIAL BANK, LTD. NEW YORK AGENCY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Lie-Pun Lin

  
	
   

  	
   

  	
  Name: 

  	
  Lie-Pun Lin

  
	
   

  	
   

  	
  Title: 

  	
  Assistant Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Chi-Ming Huang

  
	
   

  	
   

  	
  Name: 

  	
  Chi-Ming Huang

  
	
   

  	
   

  	
  Title: 

  	
  General
  Manager & VP

  



 

















 


	
   

  	
  SIGNATURE PAGE
  TO THE AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
  ABOVE, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES
  CORPORATION, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of
  Institution: PPM AMERICA, INC., as Attorney-in-fact, on behalf of JACKSON
  NATIONAL LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ David C. Wagner

  
	
   

  	
   

  	
  Name: 

  	
  David C. Wagner

  
	
   

  	
   

  	
  Title: 

  	
  Managing
  Director

  



 
















 


	
   

  	
  SIGNATURE PAGE TO THE
  AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,
  AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE
  LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution: FIFTH
  THIRD BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ George B. Davis

  
	
   

  	
   

  	
  Name:

  	
  George B.Davis

  
	
   

  	
   

  	
  Title:
  

  	
  Vice President

  



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,
  AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE
  LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution: THE
  GOVERNOR & COMPANY OF THE BANK OF IRELAND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Edward A. Boyle

  
	
   

  	
   

  	
  Name:
  

  	
  Edward A. Boyle

  
	
   

  	
   

  	
  Title:
  

  	
  Senior Vice President

  



 


 


	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ricardo Nunes

  
	
   

  	
   

  	
  Name:

  	
  Ricardo Nunes

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,
  AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE
  LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution: BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Brandon Bolio

  
	
   

  	
   

  	
  Name:

  	
  Brandon Bolio

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,
  AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE
  LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution:
  TAIPEI FUBON COMMERCIAL BANK CO., LTD., LOS ANGELES BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bill Hwang

  
	
   

  	
   

  	
  Name:

  	
  Bill
  Hwang

  
	
   

  	
   

  	
  Title:

  	
  FVP &
  General Manager

  



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,
  AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE
  LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution:
  SUMITOMO MITSUI BANKING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ William M. Ginn

  
	
   

  	
   

  	
  Name:

  	
  William M. Ginn

  
	
   

  	
   

  	
  Title:

  	
  Executive Officer

  



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,
  AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE
  LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution: RZB
  FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ John A. Valiska

  
	
   

  	
   

  	
  Name:

  	
  John A. Valiska

  
	
   

  	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Shirley Ritch

  
	
   

  	
   

  	
  Name:

  	
  Shirley Ritch

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,
  AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE
  LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution:
  ISRAEL DISCOUNT BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ David Acosta

  
	
   

  	
   

  	
  Name:

  	
  David Acosta

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael Paul

  
	
   

  	
   

  	
  Name:

  	
  Michael Paul

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,
  AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE
  LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution: THE
  BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Todd Meller

  
	
   

  	
   

  	
  Name:

  	
  Todd Meller

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 
















 


	
   

  	
  SIGNATURE PAGE TO THE
  AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,
  AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE
  LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution:
  UNICREDIT BANK AG, NEW YORK BRANCH (formerly BAYERISCHE HYPO- UND VEREINSBANK
  AG, NEW YORK BRANCH)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ William W. Hunter

  
	
   

  	
   

  	
  Name:

  	
  William W. Hunter

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Fabienne Lelievre

  
	
   

  	
   

  	
  Name:

  	
  Fabienne Lelievre

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,
  AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE
  LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution: ING
  CAPITAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Christopher Moon

  
	
   

  	
   

  	
  Name:

  	
  Christopher Moon

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,
  AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE
  LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution: STATE
  BANK OF INDIA, LOS ANGELES AGENCY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Sanjay Gautam

  
	
   

  	
   

  	
  Name:

  	
  Sanjay Gautam

  
	
   

  	
   

  	
  Title:

  	
  V.P. Credit and Operations

  



 

















 


	
   

  	
  SIGNATURE PAGE TO THE
  AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE,
  AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION, THE
  LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A. AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Institution: HSBC
  BANK USA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Randolph Cates

  
	
   

  	
   

  	
  Name:

  	
  Randolph Cates

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 
















EXHIBIT A


 




 





$800,000,000


 


CREDIT AGREEMENT


Dated as of




June 9, 2008,


 


as Amended and Restated as
of February 12, 2010,


 


among


 


SCIENTIFIC GAMES
INTERNATIONAL, INC.,

as Borrower,


 


SCIENTIFIC GAMES
CORPORATION,

as Holdings and a Guarantor,


 


The Several Lenders

from Time to Time Parties Hereto,


 


and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent








 


J.P. MORGAN SECURITIES INC.


and

BANC OF AMERICA SECURITIES LLC

as Joint Lead Arrangers and Joint Bookrunners


 


BANK OF AMERICA, N.A.


and


UBS SECURITIES LLC


as Co-Syndication Agents,


 


and


 


ING CAPITAL LLC  and


BANK OF TOKYO - MITSUBISHI
UFJ TRUST COMPANY,


as Co-Documentation Agents


	
   

  	
   

  	
   

  



 


[CS&M No. 6701-464]


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  1.1.

  	
  Defined Terms

  	
   

  	
  1

  
	
  1.2.

  	
  Other Definitional Provisions

  	
   

  	
  41

  
	
  1.3.

  	
  Currency Conversion

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.

  	
  AMOUNT AND TERMS OF TERM LOANS

  	
   

  	
  42

  
	
  2.1.

  	
  Term Commitments; Term Loans

  	
   

  	
  42

  
	
  2.2.

  	
  Procedure for Term Loan Borrowing

  	
   

  	
  42

  
	
  2.3.

  	
  Repayment of Term Loans

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.

  	
  AMOUNT AND TERMS OF REVOLVING COMMITMENTS

  	
   

  	
  43

  
	
  3.1.

  	
  Revolving Commitments

  	
   

  	
  43

  
	
  3.2.

  	
  Procedure for Revolving Loan Borrowing

  	
   

  	
  44

  
	
  3.3.

  	
  Swingline Commitment

  	
   

  	
  45

  
	
  3.4.

  	
  Procedure for Swingline Borrowing; Refunding of Swingline
  Loans

  	
   

  	
  45

  
	
  3.5.

  	
  Commitment Fees, etc.

  	
   

  	
  47

  
	
  3.6.

  	
  Termination or Reduction of Revolving Commitments

  	
   

  	
  47

  
	
  3.7.

  	
  L/C Commitment

  	
   

  	
  47

  
	
  3.8.

  	
  Procedure for Issuance of Letters of Credit

  	
   

  	
  48

  
	
  3.9.

  	
  Fees and Other Charges

  	
   

  	
  48

  
	
  3.10.

  	
  L/C Participations

  	
   

  	
  49

  
	
  3.11.

  	
  Reimbursement Obligation of the Borrower

  	
   

  	
  50

  
	
  3.12.

  	
  Obligations Absolute

  	
   

  	
  51

  
	
  3.13.

  	
  Letter of Credit Payments

  	
   

  	
  52

  
	
  3.14.

  	
  Applications

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.

  	
  GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF
  CREDIT

  	
   

  	
  53

  
	
  4.1.

  	
  Optional Prepayments

  	
   

  	
  53

  
	
  4.2.

  	
  Mandatory Prepayments

  	
   

  	
  54

  
	
  4.3.

  	
  Conversion and Continuation Options

  	
   

  	
  55

  
	
  4.4.

  	
  Limitations on Eurocurrency Tranches

  	
   

  	
  56

  
	
  4.5.

  	
  Interest Rates and Payment Dates

  	
   

  	
  56

  
	
  4.6.

  	
  Computation of Interest and Fees

  	
   

  	
  56

  
	
  4.7.

  	
  Inability to Determine Interest Rate

  	
   

  	
  57

  
	
  4.8.

  	
  Pro Rata Treatment and Payments

  	
   

  	
  58

  
	
  4.9.

  	
  Requirements of Law

  	
   

  	
  60

  
	
  4.10.

  	
  Taxes

  	
   

  	
  62

  
	
  4.11.

  	
  Indemnity

  	
   

  	
  64

  



 


i

















 


	
  4.12.

  	
  Change of Lending Office

  	
   

  	
  65

  
	
  4.13.

  	
  Replacement of Lenders

  	
   

  	
  65

  
	
  4.14.

  	
  Evidence of Debt

  	
   

  	
  65

  
	
  4.15.

  	
  Illegality

  	
   

  	
  66

  
	
  4.16.

  	
  Foreign Currency Exchange Rate

  	
   

  	
  66

  
	
  4.17.

  	
  Incremental Facilities

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  68

  
	
  5.1.

  	
  Financial Condition

  	
   

  	
  68

  
	
  5.2.

  	
  No Change

  	
   

  	
  68

  
	
  5.3.

  	
  Corporate Existence; Compliance with Law

  	
   

  	
  69

  
	
  5.4.

  	
  Power; Authorization; Enforceable Obligations

  	
   

  	
  69

  
	
  5.5.

  	
  No Legal Bar

  	
   

  	
  69

  
	
  5.6.

  	
  Litigation

  	
   

  	
  69

  
	
  5.7.

  	
  No Default

  	
   

  	
  70

  
	
  5.8.

  	
  Ownership of Property; Liens

  	
   

  	
  70

  
	
  5.9.

  	
  Intellectual Property

  	
   

  	
  70

  
	
  5.10.

  	
  Taxes

  	
   

  	
  70

  
	
  5.11.

  	
  Federal Regulations

  	
   

  	
  70

  
	
  5.12.

  	
  Labor Matters

  	
   

  	
  70

  
	
  5.13.

  	
  ERISA

  	
   

  	
  71

  
	
  5.14.

  	
  Investment Company Act; Other Regulations

  	
   

  	
  71

  
	
  5.15.

  	
  Subsidiaries

  	
   

  	
  71

  
	
  5.16.

  	
  [Reserved]

  	
   

  	
  71

  
	
  5.17.

  	
  Environmental Matters

  	
   

  	
  71

  
	
  5.18.

  	
  Accuracy of Information, etc.

  	
   

  	
  72

  
	
  5.19.

  	
  Security Documents

  	
   

  	
  73

  
	
  5.20.

  	
  Solvency

  	
   

  	
  73

  
	
  5.21.

  	
  Senior Indebtedness

  	
   

  	
  73

  
	
  5.22.

  	
  Regulation H

  	
   

  	
  74

  
	
  5.23.

  	
  Material Contracts

  	
   

  	
  74

  
	
  5.24.

  	
  Insurance

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.

  	
  CONDITIONS PRECEDENT

  	
   

  	
  74

  
	
  6.1.

  	
  Conditions to Initial Extension of Credit

  	
   

  	
  74

  
	
  6.2.

  	
  Conditions to Each Extension of Credit

  	
   

  	
  77

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.

  	
  AFFIRMATIVE COVENANTS

  	
   

  	
  77

  
	
  7.1.

  	
  Financial Statements

  	
   

  	
  78

  
	
  7.2.

  	
  Certificates; Other Information

  	
   

  	
  78

  
	
  7.3.

  	
  Payment of Obligations

  	
   

  	
  79

  
	
  7.4.

  	
  Maintenance of Existence; Compliance

  	
   

  	
  80

  
	
  7.5.

  	
  Maintenance of Property; Insurance

  	
   

  	
  80

  
	
  7.6.

  	
  Inspection of Property; Books and Records; Discussions

  	
   

  	
  80

  
	
  7.7.

  	
  Notices

  	
   

  	
  80

  



 


ii

















 


	
  7.8.

  	
  Environmental Laws

  	
   

  	
  81

  
	
  7.9.

  	
  Additional Collateral, etc.

  	
   

  	
  82

  
	
  7.10.

  	
  Further Assurances

  	
   

  	
  84

  
	
  7.11.

  	
  Use of Proceeds

  	
   

  	
  84

  
	
  7.12.

  	
  [Intentionally Omitted.]

  	
   

  	
  84

  
	
  7.13.

  	
  [Intentionally Omitted.]

  	
   

  	
  84

  
	
  7.14.

  	
  Lease Amendment

  	
   

  	
  84

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.

  	
  NEGATIVE COVENANTS

  	
   

  	
  85

  
	
  8.1.

  	
  Financial Condition Covenants

  	
   

  	
  85

  
	
  8.2.

  	
  Indebtedness

  	
   

  	
  86

  
	
  8.3.

  	
  Liens

  	
   

  	
  88

  
	
  8.4.

  	
  Fundamental Changes

  	
   

  	
  91

  
	
  8.5.

  	
  Disposition of Property

  	
   

  	
  92

  
	
  8.6.

  	
  Restricted Payments

  	
   

  	
  95

  
	
  8.7.

  	
  Payment Blockage Notice

  	
   

  	
  96

  
	
  8.8.

  	
  Investments

  	
   

  	
  96

  
	
  8.9.

  	
  Payments and Modifications of Certain Debt Instruments

  	
   

  	
  99

  
	
  8.10.

  	
  Transactions with Affiliates

  	
   

  	
  100

  
	
  8.11.

  	
  Sales and Leasebacks

  	
   

  	
  100

  
	
  8.12.

  	
  Changes in Fiscal Periods

  	
   

  	
  101

  
	
  8.13.

  	
  Negative Pledge Clauses

  	
   

  	
  101

  
	
  8.14.

  	
  Clauses Restricting Subsidiary Distributions

  	
   

  	
  101

  
	
  8.15.

  	
  Lines of Business

  	
   

  	
  102

  
	
  8.16.

  	
  Hedge Agreements

  	
   

  	
  102

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.

  	
  EVENTS OF DEFAULT

  	
   

  	
  102

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.

  	
  THE AGENTS

  	
   

  	
  106

  
	
  10.1.

  	
  Appointment

  	
   

  	
  106

  
	
  10.2.

  	
  Delegation of Duties

  	
   

  	
  106

  
	
  10.3.

  	
  Exculpatory Provisions

  	
   

  	
  106

  
	
  10.4.

  	
  Reliance by Agents

  	
   

  	
  107

  
	
  10.5.

  	
  Notice of Default

  	
   

  	
  107

  
	
  10.6.

  	
  Non-Reliance on Agents and Other Lenders

  	
   

  	
  107

  
	
  10.7.

  	
  Indemnification

  	
   

  	
  108

  
	
  10.8.

  	
  Agent in Its Individual Capacity

  	
   

  	
  108

  
	
  10.9.

  	
  Successor Administrative Agent

  	
   

  	
  108

  
	
  10.10.

  	
  Agents Generally

  	
   

  	
  109

  
	
  10.11.

  	
  Lead Arrangers and Syndication Agents

  	
   

  	
  109

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11.

  	
  MISCELLANEOUS

  	
   

  	
  109

  
	
  11.1.

  	
  Amendments and Waivers

  	
   

  	
  109

  
	
  11.2.

  	
  Notices

  	
   

  	
  112

  
	
  11.3.

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  113

  



 


iii

















 


	
  11.4.

  	
  Survival

  	
   

  	
  114

  
	
  11.5.

  	
  Payment of Expenses and Taxes

  	
   

  	
  114

  
	
  11.6.

  	
  Successors and Assigns

  	
   

  	
  115

  
	
  11.7.

  	
  Adjustments; Set-off

  	
   

  	
  118

  
	
  11.8.

  	
  Counterparts

  	
   

  	
  119

  
	
  11.9.

  	
  Severability

  	
   

  	
  119

  
	
  11.10.

  	
  Integration

  	
   

  	
  119

  
	
  11.11.

  	
  GOVERNING LAW

  	
   

  	
  120

  
	
  11.12.

  	
  Submission to Jurisdiction; Waivers

  	
   

  	
  120

  
	
  11.13.

  	
  Acknowledgments

  	
   

  	
  120

  
	
  11.14.

  	
  Releases of Guarantees and Liens

  	
   

  	
  121

  
	
  11.15.

  	
  Confidentiality

  	
   

  	
  121

  
	
  11.16.

  	
  WAIVERS OF JURY TRIAL

  	
   

  	
  121

  
	
  11.17.

  	
  [Reserved]

  	
   

  	
  122

  
	
  11.18.

  	
  Conversion of Currencies

  	
   

  	
  122

  
	
  11.19.

  	
  Interest Rate Limitation

  	
   

  	
  122

  



 


	
  SCHEDULES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.1(a)

  	
  Mortgaged
  Property

  	
   

  	
   

  
	
  1.1(b)

  	
  Specified
  Hedge Agreements

  	
   

  	
   

  
	
  1.1(c)

  	
  Italian
  Concession Obligations

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
  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

  	
   

  	
   

  
	
  8.13(d)

  	
  Specified
  Contracts — Prohibition of Assignment

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  A

  	
  Form of
  Guarantee and Collateral Agreement

  	
   

  	
   

  
	
  B

  	
  Form of
  Compliance Certificate

  	
   

  	
   

  
	
  C-1

  	
  Form of
  Closing Certificate for Borrower

  	
   

  	
   

  
	
  C-2

  	
  Form of
  Closing Certificate for Loan Parties

  	
   

  	
   

  



 


iv

















 


	
  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 Ira H. Raphaelson

  	
   

  	
   

  
	
  G

  	
  Form of
  Exemption Certificate

  	
   

  	
   

  



 


v
















 


CREDIT AGREEMENT, dated as of June 9,
2008, as amended and restated as of February 12, 2010, among SCIENTIFIC
GAMES INTERNATIONAL, INC., a Delaware corporation, as Borrower, SCIENTIFIC
GAMES CORPORATION, a Delaware corporation, as Holdings and a Guarantor, 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 has requested that (a) the
Term Lenders extend credit in the form of Term Loans on the Effective Date in
an aggregate principal amount not in excess of $550,000,000 and (b) the
Revolving Lenders extend credit in the form of Revolving Loans, the Swingline
Lender extend credit in the form of Swingline Loans and the Issuing Lenders
issue Letters of Credit, in each case at any time and from time to time during
the Revolving Commitment Period, such that the aggregate Revolving Extensions
of Credit will not exceed $250,000,000 at any time.  In addition, the Borrower may request that
the Lenders and prospective Additional Lenders agree to make available
Incremental Facilities pursuant to Section 4.17 from time to time after
the Effective Date in an aggregate amount not to exceed $200,000,000.  The proceeds of the Term Loans will be used
to effectuate the Existing Credit Agreement Repayment and for general corporate
purposes.  The proceeds of the Revolving
Loans on the Effective Date will be used to effectuate the Existing Credit
Agreement Repayment.  The proceeds of the
Revolving Loans after the Effective Date and the proceeds of the Swingline
Loans after the Effective Date will be used only for general corporate purposes
(including Permitted Acquisitions). 
Letters of Credit will be used only for general corporate purposes; and


 


WHEREAS, the Lenders are willing to extend
such credit to the Borrower, and the Issuing Lenders are willing to issue
Letters of Credit for the account of the Borrower, on the terms and subject to
the conditions set forth 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.


 


“Additional Lenders”:  as defined in Section 4.17.


 


“Adjustment Date”:  as defined in the definition of the term “Applicable
Margin”.


 


“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
Agents, the Documentation Agents and the Administrative Agent, which term shall
include, for purposes of Section 10 only, the Issuing Lenders.


 


“Aggregate Exposure”:  with respect to any Lender at any time, the
sum of (a) the aggregate then unpaid principal amount of such Lender’s
Term Loans, (b) the amount of such Lender’s Revolving Commitments then in
effect and (c) 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.


 


“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”:  Amendment dated as of March 27, 2009, to
this Agreement.


 


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


 


“Applicable Margin”: for any day with
respect to a Loan, the applicable rate per annum set forth below under the
caption “Applicable Margin for Eurocurrency Loans” or “Applicable Margin for
Base Rate Loans”, as the case may be, based upon the Consolidated Leverage
Ratio as of the most recent determination date; provided that,
notwithstanding the paragraph set forth beneath the table below, for a period
of six months beginning on the Second Amendment Effective Date (as defined in
the Second Amendment), the Applicable Margin (including for purposes of Section 3.9)
shall be deemed to be as specified in Category 1.


 


2

















 


	
  Consolidated Leverage Ratio

  	
   

  	
  Applicable Margin

  for Eurocurrency

  Loans

  	
   

  	
  Applicable Margin for Base Rate
  Loans

  	
   

  
	
  Category 1



  Greater than or equal to
  4.75:1.00

  	
   

  	
  3.50

  	
  %

  	
  2.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 2



  Less than 4.75:100 but
  greater than or equal to 4.25:1.00

  	
   

  	
  3.25

  	
  %

  	
  2.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 3



  Less than 4.25:1.00 but
  greater than or equal to 4.00:1.00

  	
   

  	
  3.00

  	
  %

  	
  2.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 4



  Less than 4.00:1.00 but
  greater than or equal to 3.25:1.00

  	
   

  	
  2.75

  	
  %

  	
  1.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 5



  Less than 3.25:1.00 but
  greater than or equal to 2.75:1.00

  	
   

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 6



  Less than 2:75:1.00 but
  greater than or equal to 2:25:1.00

  	
   

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 7



  Less than 2.25:1.00

  	
   

  	
  2.00

  	
  %

  	
  1.00

  	
  %

  



 


For purposes of the foregoing, the Applicable
Margin shall be adjusted, on and after the first Adjustment Date (as defined
below) occurring after the Second Amendment Effective Date, 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 grid above shall apply.  On each Adjustment Date, the Applicable
Margin shall be adjusted to be equal to the Applicable Margin opposite the
Category determined to exist on such Adjustment Date from the financial
statements relating to such Adjustment Date. 
Notwithstanding the foregoing, until the delivery pursuant to Section 7.1
of the financial statements for the fiscal quarter ending June 30, 2010,
the Applicable Margin shall be that which would be applicable were the
Consolidated Leverage Ratio as of the last Adjustment Date determined to be in
Category 1.


 


“Applicable Senior Debt”: as defined
in Section 8.2(h).


 


“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”:  as defined in Section 11.6.


 


3

















 


“Asset Sale”:  any Disposition of Property or series of
related Dispositions of Property (excluding any such Disposition permitted by
clause (a), (b), (c), (d), (f) or (g) 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.


 


“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 calculating any Dollar
Revolving Lender’s Revolving Extensions of Credit under the Dollar Revolving
Facility for the purpose of determining commitment fees with respect to 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 thereto).


 


“Borrower”:  Scientific Games International, Inc., 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


 


4

















 


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 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 such Person
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


 


5

















 


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 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; (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; or (i) 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 (i) such
investments are held in the ordinary course of business, (ii) the
aggregate amount of such investments do not exceed the Dollar Equivalent of
$50,000,000 at any time and (iii) such investments would otherwise
constitute Cash Equivalents under clause (h) above but for the
sovereign debt rating of the country issuing such foreign currency.


 


“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, 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 or Term Commitment and (c) when used in
reference to any Lender, refers to whether such Lender is a Dollar Revolving
Lender, Multicurrency Revolving Lender or Term Lender.


 


“Class Vote”:  as defined in Section 11.1.


 


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


 


6

















 


“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 Term Commitment or a Revolving Commitment.


 


“Commitment Fee Rate”:  If the Consolidated Leverage Ratio as of the
most recent determination date is (a) greater than or equal to 4.25:1.00,
0.75% per annum or (b) less than 4.25:1.00, 0.50% per annum; provided
that for a period of six months beginning on the Second Amendment Effective
Date, the Commitment Fee Rate shall be deemed to be 0.75% per annum.  For purposes of the foregoing, the Commitment
Fee Rate shall be adjusted, on and after the first Adjustment Date occurring
after the Second Amendment Effective Date, based on changes in the Consolidated
Leverage Ratio, with such adjustments to become effective on the Adjustment
Date and to remain in effect until the next adjustment to be effected pursuant
to this paragraph.  If any financial
statements delivered to the Lenders pursuant to Section 7.1 are not
delivered within the time periods specified therein, until the date that is
three Business Days after the date on which such financial statements are
delivered, the Commitment Fee Rate shall be 0.75%.  On each Adjustment Date, the Commitment Fee
Rate be adjusted to be equal to the rate per annum set forth in clause (a) or
(b) above, as applicable.


 


“Commonly Controlled Entity”:  an entity, whether or not incorporated, that
is under common control with Holdings within the meaning of Section 4001
of ERISA or is part of a group that includes Holdings 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.


 


“Compliance Event”: in respect of any
Person (other than the Borrower or any other Wholly Owned Subsidiary of Holdings)
in which Holdings or any of its Subsidiaries owns an interest (a) the
reasonable good faith determination by Holdings (or the compliance committee
thereof) that, or the notification of Holdings or any of its Subsidiaries by
any Governmental Authority to the effect that, the ownership by Holdings or any
of its Subsidiaries of interests in such Person, or the association by Holdings
or any of its Subsidiaries with any Person (other than Holdings or any of its
Wholly Owned Subsidiaries) that owns or holds an interest in such Person (an “Other
Joint Venture Party”) or any Affiliate of such Other Joint Venture Party,
in either case, would reasonably be expected to (i) result in legal,
regulatory or governmental liability or sanction of Holdings or any of its
Subsidiaries or the inability of Holdings or any of its Subsidiaries to make
its regulatory filings in a timely manner, (ii) jeopardize in any material
respect the existing licenses or permits of Holdings or any of its Subsidiaries
(or its ability to obtain future licenses or permits) under applicable Gaming
Laws or other applicable law (iii) interfere in any material respect with
the ability of Holdings or any of its Subsidiaries to conduct a material part
of its business (whether as then conducted or as then proposed to be conducted)
in compliance with applicable law or (b) the felony indictment or felony
conviction of any Other Joint Venture Party or any Affiliate of such Other
Joint Venture Party, or any of their respective officers, directors, managers or 5% equity holders.


 


7

















 


“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 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
relating to the Borrower and the Facilities dated May 2008, 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, the Games Media Acquisition, the
Racing Venue Acquisition and any Permitted Acquisitions (including any loss or
expense with respect to earnout payments with respect to such acquisitions), (f) any
extraordinary charges or losses determined in accordance with GAAP, (g) non-cash
stock-based compensation expenses, (h) any expenses, charges or losses
incurred after the Effective Date resulting from the Peru Investments in an
aggregate amount (for all periods combined) not to exceed $3,000,000, (i) the
non-cash portion of any non-recurring write-offs or write-downs as required in
accordance with GAAP, (j) any advisory fees and related expenses paid to
advisory firms in connection with Permitted Acquisitions, (k) any
Permitted Add-Backs; provided that such amounts do not include (i) write-offs
or write-downs of accounts receivable or inventory and (ii) except with
respect to the Permitted Add-Backs, any write-off or write-down to the extent
it is in respect of cash payments to be made in a future period, (l) to
the extent treated as an expense in the period paid or incurred, any Italian
Concession Obligations contemplated by clause (a) or (b) of the
definition thereof paid or incurred in such period, (m) restructuring
charges, transaction expenses and shutdown expenses incurred in connection with
a Racing Business Disposition, together with any charges incurred in connection
with discontinued operations and cost-reduction initiatives associated with
such Racing Business Disposition, in an aggregate amount (for all periods
combined) not to exceed $7,325,000 and (n) any expenses or charges
incurred in connection with the payment of license royalties or other fees to
one or more Playtech Entities and for software services provided to the Global
Draw Entities by one or more Playtech Entities in an aggregate amount not to
exceed £5,250,000 during any four-quarter period minus, to the extent
included in the statement of such Consolidated Net Income for such period, the
sum of (a) interest income,  (b) any
extraordinary


 


8

















 


income or gains determined
in accordance with GAAP and (c) any income or gains with respect to
earnout payments with respect to any acquisitions referred to in clause
(e).  For the purposes of calculating
Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a
“Reference Period”) (A) pursuant to any determination of the
Consolidated Leverage Ratio and the Consolidated Senior Debt Ratio, (i) if
at any time during such Reference Period Holdings 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 Holdings 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 and (B) Consolidated
EBITDA shall be calculated after giving effect to any Pro Forma Adjustments
associated with a Material Acquisition.


 


“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 Holdings and its
Subsidiaries for such period with respect to all outstanding Indebtedness of
Holdings 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 fees and expenses incurred in connection with the negotiation,
preparation and execution of 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 Holdings 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 Holdings or is merged into or consolidated with Holdings or any
of its Subsidiaries, (b) the income (or deficit) of any Person (other than
a Subsidiary of Holdings) in which Holdings or any of its Subsidiaries has an
ownership interest, except to the extent that any such income is actually
received by Holdings or such Subsidiary from such Person in the form of (i) dividends
or similar distributions or (ii) without duplication to the extent
otherwise treated as income, payments received by Holdings or such Subsidiary
of principal of, and interest, premium and fees on, loans made by Holdings or
such Subsidiary to such Person in lieu of an equity investment in or a capital
contribution to such Person as reasonably determined by Holdings or such
Subsidiary in good faith and (c) the undistributed earnings of any
Subsidiary of Holdings (other than 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


 


9

















 


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 Holdings and its Subsidiaries at such date, determined
on a consolidated basis and required to be reflected on Holding’s balance sheet
in accordance with GAAP, provided that (a) for purposes of
determining the Consolidated Leverage Ratio as of any date of determination
prior to the earlier of the Convertible Debentures Repurchase Date, and the
date the Convertible Senior Subordinated Debentures are redeemed in full, cash
and Cash Equivalents of the Loan Parties (to the extent that such cash and Cash
Equivalents are (i) available to the Loan Parties without any restriction
that would impair the application thereof to pay Indebtedness within three
Business Days and (ii) not subject to any Liens other than (A) Liens
created under the Loan Documents or (B) Liens arising by operation of law,
or bankers Liens and brokers Liens arising under customary account agreements
entered into in the ordinary course of business, in each case that do not
impair access to such cash or Cash Equivalents), up to the Debenture Reserve
Amount at such determination date, will be netted against the then outstanding
principal amount of the Convertible Senior Subordinated Debentures (and
Consolidated Total Debt thereby reduced to the extent of such netting), and (b) for
purposes of determining the Consolidated Leverage Ratio and the Consolidated
Senior Debt Ratio as of any date of determination prior to the later of (x) the
Convertible Debentures Repurchase Date and (y) June 1, 2010, neither (i) the
earnout payable with respect to the Global Draw Acquisition, upon their
becoming due and payable, nor (ii) the principal amount of the GD Earnout
Notes, shall be included as Indebtedness in the calculation of Consolidated
Total Debt; provided  further that Indebtedness of Holdings or any
of its Subsidiaries incurred pursuant to Section 8.2(s) shall not be
included as Indebtedness in the calculation of Consolidated Total Debt.


 


“Continuing Directors”:  the directors of Holdings 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 Holdings 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.


 


10






 












 


“Convertible Debentures Conditions”:  either (a) on or prior to the
Convertible Debentures Trigger Date, the right of holders of the Convertible
Senior Subordinated Debentures to require Holdings to repurchase Convertible
Senior Subordinated Debentures on the Convertible Debentures Repurchase Date
shall have been eliminated or (b) on or prior to the Convertible
Debentures Trigger Date, the Convertible Senior Subordinated Debentures shall
have been refinanced, redeemed or defeased (or funds shall have been segregated
and held in a trust or in escrow, on terms and conditions reasonably
satisfactory to the Administrative Agent, for purposes of and in an amount
sufficient to discharge all payment obligations with respect to the Convertible
Senior Subordinated Debentures, other than the obligations of Holdings to issue
Equity Interests in connection with a conversion of the Convertible Senior
Subordinated Debentures), in each case in a manner permitted hereunder
(determined, for purposes of determining the Revolving Termination Date or Term
Loan Maturity Date, without giving effect to any amendment or waiver that has
not been approved by the Super Majority Facility Lenders with respect to the
applicable Facility), or (c) on the Convertible Debentures Trigger Date,
the Liquidity Condition is satisfied.


 


“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 Holdings 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 entered into on or
about December 23, 2004, between Holdings 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; and (iii) any other documents relating
to the matters referenced in clauses (i) or (ii) above.


 


“Convertible Debentures Repurchase Date”:  the earliest date on which any of the holders
of the Convertible Senior Subordinated Debentures may require Holdings to
repurchase their Convertible Senior Subordinated Debentures.  As of the Effective Date, the Convertible
Debentures Repurchase Date is June 1, 2010.


 


“Convertible Debentures Trigger Date”:  March 1, 2010 or, if the Convertible
Debentures Repurchase Date is amended to be a date other than June 1,
2010, then the date that is 90 days prior to the Convertible Debentures
Repurchase Date.


 


“Convertible Senior Subordinated
Debentures”:  the unsecured 0.75%
Convertible Senior Subordinated Debentures due 2024 of Holdings issued on or
about December 23, 2004 in an aggregate principal amount of $275,000,000
and the Indebtedness represented thereby.


 


“CSL Retailer Consignment Business”:  the activities of Holdings, any of its
Subsidiaries, and/or any of its direct or indirect joint investments to promote
the sale of lottery tickets in the People’s Republic of China and/or to
facilitate the ability of lottery ticket retailers in the People’s Republic of
China to sell lottery tickets, including, without limitation, advertising,
acquiring and holding lottery ticket inventory, providing lottery tickets to
retailers on consignment, installing validation terminals, and providing
distribution and delivery services.


 


11

















 


“Debenture Reserve Amount”: an amount
equal to the Net Cash Proceeds received by the Loan Parties after the date of
the Amendment and prior to the Convertible Debentures Repurchase Date from (a) the
issuance by Holdings of shares of its Capital Stock (other than Disqualified
Stock), or the issuance of Permitted Additional Senior Indebtedness or
Permitted Additional Subordinated Debt, or Indebtedness under the Incremental
Facilities, to the extent that the Borrower, by notice to the Administrative
Agent, identifies the amount thereof as being for the purpose of redeeming
Convertible Senior Subordinated Debentures and (b) any Asset Sales (up to
a maximum of $125,000,000 Net Cash Proceeds in the aggregate) with respect to
which a Reinvestment Notice is timely given; provided that (i) the
Debenture Reserve Amount shall not at any time exceed the outstanding principal
amount of the Convertible Senior Subordinated Debentures, and shall be reduced
to zero on the Convertible Debentures Repurchase Date; and (ii) to the
extent the Debenture Reserve Amount is increased as a result of Assets Sales,
the Debenture Reserve Amount will be decreased if and to the extent that Term
Loans are prepaid in lieu of reinvesting the Net Cash Proceeds therefrom
pursuant to a Reinvestment Notice.


 


“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.


 


“Defaulting
Lender” means any Revolving Lender, as determined by the Administrative
Agent, that has (a) failed to fund any portion of its Loans or
participations in Letters of Credit or Swingline Loans within three Business
Days of the date required to be funded by it hereunder, (b) notified
Holdings, the Borrower, the Administrative Agent, the Issuing Lenders, the
Swingline Lender or any Lender in writing that it does not intend to comply
with any of its funding obligations under this Agreement or has made a public
statement to the effect that it does not intend to comply with its funding
obligations under this Agreement or under other agreements in which it commits
to extend credit, (c) failed, within three Business Days after request by
the Administrative Agent, to confirm that it will comply with the terms of this
Agreement relating to its obligations to fund prospective Loans and participations
in then outstanding Letters of Credit and Swingline Loans, (d) otherwise
failed to pay over to the Administrative Agent or any other Lender any other
amount required to be paid by it hereunder within three Business Days of the
date when due, unless the subject of a good faith dispute, or (e) (i) become
or is insolvent or has a parent company that has become or is insolvent or (ii) become
the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in
any such proceeding or appointment or has a parent company that has become the
subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in
any such proceeding or appointment.


 


“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.


 


“Disqualified Stock”: any Capital
Stock which, by its terms (or by the terms of any security or other Capital
Stock into which it is convertible or for which it is exchangeable), or upon
the happening of any event or condition, (a) matures or is mandatorily
redeemable (other


 


12

















 


than solely for Capital
Stock that would not constitute Disqualified Stock), pursuant to a sinking fund
obligation or otherwise (except as a result of a change of control or asset
sale so long as any rights of the holders thereof upon the occurrence of a change
of control or asset sale event shall be subject to the prior repayment in full
of the Loans and all other Obligations that are accrued and payable and the
termination of the Commitments and all outstanding Letters of Credit), (b) is
redeemable at the option of the holder thereof (other than solely for Capital
Stock that would not constitute Disqualified Stock), in whole or in part, (c) provides
for the scheduled payments of dividends in cash, or (d) is or becomes
convertible into or exchangeable for Indebtedness or any other Capital Stock
that would constitute Disqualified Stock, in each case, prior to the date that
is 90 days after the fifth anniversary of the Effective Date.


 


“Documentation Agents”:  ING Capital LLC and Bank of Tokyo -
Mitsubishi UFJ Trust Company, in their capacity as documentation agents for
each Facility.


 


“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 $150,000,000.


 


“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).


 


13

















 


“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 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 Holdings 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 such treatment as a “Domestic
Subsidiary” would otherwise be financially disadvantageous for, Holdings and
its Subsidiaries if such Subsidiary were to be treated as a “Domestic
Subsidiary” under the Loan Documents.


 


“Effective Date”:  the date on which the conditions specified in
Section 6.1 are satisfied.


 


“Environmental Laws”:  any and all laws, rules, orders, regulations,
statutes, ordinances, codes, decrees, binding agreements, 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.


 


“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 (or such other page that may replace such page, as determined by
the Administrative Agent) 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 time, two Business Days prior to the
beginning of such Interest Period in the interbank


 


14

















 


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.


 


“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


 


15

















 


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
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 Section 8.2.


 


“Existing Credit Agreement”:  the Amended and Restated Credit Agreement
dated as of December 23, 2004, as amended and restated as of January 24,
2007, by and among Holdings, as borrower, the several lenders from time to time
party thereto and the Administrative Agent.


 


“Existing Credit Agreement Repayment”:  (i) the termination of all financing
commitments under the Existing Credit Agreement, (ii) the repayment of all
loans and other amounts accrued and owing thereunder and (iii) the release
and the termination of all security interests and other liens securing
obligations thereunder.


 


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


 


“Expenditure Use Amounts”:  at any date, the amount equal to the sum of
all amounts utilized by Holdings and its Subsidiaries on and after the
Effective Date to make Restricted Payments in reliance on the Permitted
Expenditure Amount.


 


“Facility”:  each of (a) the Term Facility, (b) the
Dollar Revolving Facility and (c) 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 third Business Day after 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, (b) solely with
respect to any Multicurrency Revolving Letter of Credit issued by JPMorgan
Chase Bank, N.A., each of British Pounds Sterling, Euro


 


16

















 


and Canadian Dollars, and,
to the extent available, Chilean Pesos, Swiss Francs, New Israeli Shekels,
Turkish Liras and Indian Rupees and (c) with respect to any Incremental
Term Loans (as defined in Section 4.17), any currency approved by the
Borrower, the lender or lenders providing such Incremental Term Loans and (if
such currency is other than British Pounds Sterling or Euro) the Administrative
Agent.


 


“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 Subsidiary”:  any Subsidiary of Holdings 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, 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 financial condition of
Holdings and its Subsidiaries 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, the 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 Holdings’s audited financial
statements for its fiscal year ended December 31, 2007.


 


“Games Media Acquisition”:  the purchase of Games Media Limited, a
supplier of amusement and gaming terminals and content, and certain related
companies by one or more Group Members pursuant to a stock purchase agreement
for an initial consideration not exceeding £10,200,000 plus (a) working
capital adjustments, (b) future earnout payments and (c) other
payments pursuant to such stock purchase agreement subject to a maximum amount
to be agreed upon.


 


“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


 


17

















 


or otherwise continue to
conduct their 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.


 


“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 any Gaming Authority, 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.


 


“GD Earnout Notes”: promissory notes
issued by Holdings, the Borrower or a Subsidiary in order to replace (and
therefor defer payment of) a portion of the earnout payments payable with
respect to the Global Draw Acquisition in an amount the dollar equivalent of
which is equal to the principal amount of such promissory notes; provided
that:


 


(a)     the aggregate principal amount of GD
Earnout Notes issued shall not exceed the equivalent of US$60,000,000;


 


(b)     the GD Earnout Notes shall not require any
principal payment before September 30, 2010, but may be prepayable earlier
at the option of the issuer of the GD Earnout Notes;


 


(c)     obligors (whether as issuers or pursuant to
Guarantee Obligations) in respect of any of the GD Earnout Notes that are
Subsidiaries (but not Subsidiary Guarantors), shall not, in the aggregate (on a
consolidated basis), account for more than 10% of Consolidated EBITDA for the
most recent period of four consecutive fiscal quarters for which financial
statements are available (determined on a pro forma basis for any transaction
that affects such calculation), determined as of the date that any GD Earnout
Note is issued or guaranteed by any such obligor, or as of the date of any
merger, asset transfer or similar transaction that has the effect of increasing
the percentage of Consolidated EBITDA represented by such obligors; and


 


18

















 


(d)     obligations in respect of the GD Earnout
Notes shall not be secured by any assets of any Loan Party.


 


“GLB Business”:  the activities of Holdings, any of its
Subsidiaries, and/or any of its direct or indirect joint investments to expand
and support the lottery ticket validation network and ticket distribution
services currently provided to the China Welfare Lottery in the People’s
Republic of China.


 


“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 by one or more Group Members from Walter
Grubmueller and other parties.


 


“Global Draw Entities”:  collectively, Global Draw Limited, a company
incorporated in England and Wales, and Games Media Limited,  a company incorporated in England and
Wales, or any Subsidiary thereof.


 


“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 Holdings and its
Subsidiaries (including the Borrower).


 


“Guarantee and Collateral Agreement”:  the Guarantee and Collateral Agreement executed
and delivered by the Borrower, Holdings 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 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


 


19

















 


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.


 


“Guarantors”: the collective reference
to Holdings and the Subsidiary Guarantors.


 


“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 Holdings or the Subsidiaries shall be a Hedge Agreement.


 


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


 


“Incremental Facilities”:  as defined in Section 4.17.


 


“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 that the
terms of such Indebtedness expressly provide that such Person is not liable
therefor.


 


“Indemnified Liabilities”:  as defined in Section 11.5.


 


“Indemnitee”:  as defined in Section 11.5.


 


20






 












 


“Ineligible Assignee”:  (a) Holdings or any of its Subsidiaries
or other Affiliates (except any such Affiliate that is not a Subsidiary of
Holdings and is regularly engaged as its principal business in the purchase and
sale of senior secured loans) or (b) any other Person that is (i) to
the extent required under applicable Gaming Laws, a Person who is not
registered or licensed with, approved, qualified or found suitable by a Gaming
Authority, or has been disapproved, denied a license, qualification or approval
or found unsuitable by a Gaming Authority (whichever may be required under
applicable Gaming Laws) or (ii) a competitor of Holdings 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:


 


(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 


 


21

















 


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 Term Loans; 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.


 


“ International Internet Gaming Joint
Venture Agreement”:  the
Shareholders’ Agreement of Sciplay International, dated as of January 21,
2010, by and among Scientific Games Global Gaming S.à r.l., Playtech (Cyprus)
Limited, Playtech Limited (for the limited purposes set forth therein) and
Holdings (for the limited purposes set forth therein), as amended, supplemented
or otherwise modified from time to time.


 


“Internet JV Agreements”:  collectively, the International Internet
Gaming Joint Venture Agreement and the U.S. Internet Gaming Joint Venture
Agreement.


 


“Investments”:  as defined in Section 8.8.


 


“Issuing Lenders”:  JPMorgan Chase Bank, N.A., Wells Fargo Bank,
National Association and Toronto Dominion Texas (LLC), in their respective
capacities as an issuer of Letters of Credit hereunder, Bayerische Hypo- und
Vereinsbank AG, New York Branch, in its capacity as issuer of an Existing
Letter 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.


 


“Italian Concession”: any concession
awarded to, or agreement entered into by, the Borrower, Holdings, any
Subsidiary of Holdings or any Italian Concession Vehicle by or with the
Amministrazione Autonoma dei Monopoli di Stato (or other applicable Italian
governmental authority), whether such concession or agreement is now existing
or hereafter arising and any renewals of such concession or agreement, with
respect to the public games known as national lotteries in Italy (whether now
existing or hereafter arising), together with any procedures, activities,
functions or requirements in connection therewith (or any amendment or
supplement to any such concession, agreement, procedures, activities, functions
or requirements).


 


22

















 


“Italian Concession Obligations”: any
payments, costs, contributions or obligations (in the case of clauses (a) and
(b) hereof, in an aggregate amount (based on the fair market value
thereof, as reasonably determined in good faith by the Borrower, in the case of
non-cash assets) not to exceed the amount set forth on Schedule 1.1(c)), made
or incurred by any of the Borrower, Holdings or any Subsidiary of Holdings
(whether directly, or indirectly to or through any Italian Concession Vehicle
or any of its equity holders or members) in the form of (and including any
costs to obtain, or credits or discounts associated with) (a) tender fees,
up-front fees, bid or performance bonds, guarantees, reimbursement obligations
or similar arrangements, capital requirements or contributions or similar
payments or obligations in respect of any award, renewal or extension of any
Italian Concession or the formation of or entry into or capitalization of any
Italian Concession Vehicle, (b) other payments, costs, contributions or
obligations (including any credits or discounts) in connection with obtaining,
renewing or extending any Italian Concession, or the formation of or entry into
or capitalization of any Italian Concession Vehicle, that are (and are
certified by the Borrower to be) incurred or agreed to in lieu of payments,
costs, contributions or obligations described in clause (a) above or (c) commissions,
payments or other consideration (including any credits or discounts) paid or
given to any Italian Concession Vehicle or any of its equity holders or members
in connection with the direct or indirect provision by the Borrower, Holdings
or any Subsidiary of Holdings of goods or services to any consortium, joint
venture or other Person that is awarded any concession by, or has an agreement
with, the Amministrazione Autonoma dei Monopoli di Stato (or other applicable
Italian governmental authority) (whether now existing or hereafter arising and
any renewals thereof) with respect to the public games known as national
lotteries in Italy (whether now existing or hereafter arising) other than an
Italian Concession.


 


“Italian Concession Vehicle”: any
consortium, joint venture or other Person entered into by the Borrower,
Holdings and/or any Subsidiary of Holdings or in which the Borrower, Holdings
and/or any Subsidiary of Holdings directly or indirectly participates or has an
interest or a contractual relationship, which consortium, joint venture or
other Person holds or is party to an Italian Concession.


 


“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 third Business Day after 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 (in the event such Issuing
Lender is a Revolving Lender).


 


23

















 


“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 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 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).


 


“Liquidity Condition”: the condition
that the sum of the aggregate Available Revolving Commitments plus cash on hand
and Cash Equivalents of the Loan Parties (to the extent that such cash and Cash
Equivalents are (i) available to the Loan Parties without any restriction
that would impair the application thereof to pay Indebtedness within three
Business Days and (ii) not subject to any Liens other than (A) Liens
created under the Loan Documents or (B) Liens arising by operation of law,
or bankers Liens and brokers Liens arising under customary account agreements
entered into in the ordinary course of business, in each case that do not
impair access to such cash or Cash Equivalents) shall be not less than (a) for
purposes of determining whether the Convertible Debentures Conditions have been
satisfied, the sum of the principal amount of Convertible Senior Subordinated
Debentures then outstanding plus $50,000,000, and (b) for purposes of
determining whether the Subordinated Notes Conditions have been satisfied, the
sum of the principal amount of 2004 Senior Subordinated Notes then
outstanding plus $50,000,000; provided that if the Liquidity Condition
is to be satisfied both for purposes of the Convertible Debentures Conditions
and the Subordinated Notes Conditions while the Convertible Senior Subordinated
Debentures and the 2004 Senior Subordinated Notes are outstanding, then such
conditions must be satisfied without counting the sum of the aggregate
Available Revolving Commitments plus cash on hand and Cash Equivalents that is
utilized for purposes of satisfying the Convertible Debentures Conditions also
for satisfying the Subordinated Notes Conditions.


 


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


 


24

















 


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


 


“Loan Parties”:  the Borrower and each other Group Member that
is a party to a Loan Document as a Guarantor.


 


“Majority Facility Lenders”:  with respect to any Facility, the holders of
more than 50% of the aggregate unpaid principal amount of the Term Loans or the
Total Revolving Extensions of Credit, as the case may be, outstanding under
such Facility (or, 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).


 


“Material Acquisition”:  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.


 


“Material Adverse Effect”:  a material adverse effect on (a) the
business, assets, property, condition (financial or otherwise), results of
operations or prospects of Holdings 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 Disposition”:  any Disposition of property or series of
related Dispositions of property that yields gross proceeds to Holdings or any
of its Subsidiaries in excess of $5,000,000.


 


“Material Indebtedness”:  Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedge Agreements,
of Holdings or any Subsidiary in an aggregate principal amount exceeding
$20,000,000.  For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of Holdings 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
Holdings 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.


 


25

















 


“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
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 (a) the
aggregate principal amount 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



 


26

















 


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 Holdings nor any of its Subsidiaries operated
a 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 Holdings 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 Holdings 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 or other wide area gaming
system with a customer for whom neither Holdings nor any of its Subsidiaries
operated an on-line lottery or other wide area gaming system on or immediately
prior to the date such contract is entered into or any new contract relating to
an on-line lottery or other wide area gaming system with an existing customer
of Holdings or any of its Subsidiaries that was entered into in accordance with
normal procurement procedures; provided that, such contract shall cease
to be a New On-Line Contract three months after the date on which Holdings or
such Subsidiary commences “commercial operations” under such contract.


 


27

















 


“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 Holdings 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
Holdings or such Subsidiary commences “commercial operations” under such contract.


 


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


 


“Non-Guarantor Subsidiary”:  any Subsidiary of Holdings that is not the
Borrower or 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 (or, in the case of Specified Hedge
Agreements, Holdings or any of its Subsidiaries) 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 Holdings
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 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.


 


28

















 


“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 Holdings and its Subsidiaries (or
any other Person that is engaged in a business that is a reasonable extension
of the business of Holdings and its Subsidiaries and that utilizes the same or
similar technology as that used by Holdings 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 Add-Backs”:  (a) up to a maximum of $15,000,000
(which $15,000,000 shall be reduced by the amount of any Pro Forma Adjustment
that is greater than zero during such period) of charges incurred during any
12-month period commencing on or after March 1, 2009, in connection with (i) reductions
in workforce, (ii)  contract losses, discontinued operations, shutdown
expenses and cost-reduction initiatives, (iii) legal, advisory and due
diligence costs and other transaction fees and expenses incurred in connection
with potential acquisitions and divestitures, whether or not consummated and (iv) restructuring
charges and legal, advisory and due diligence costs and other transaction fees
and expenses incurred in connection with the Playtech Transactions and (b) reasonable
and customary costs and fees incurred in connection with the Amendment and any
other amendment to this Agreement.


 


“Permitted Additional Senior Indebtedness”:  Indebtedness in respect of unsecured debt
issued by Holdings or the Borrower; provided that (a) such
Indebtedness matures no earlier than, and does not require any scheduled
payment of principal, mandatory prepayment or redemption of principal prior to,
the date that is 90 days after the fifth anniversary of the Effective Date
(except for up to $5,000,000 of principal payments during any year, in the
aggregate for all such Indebtedness, with carry forwards to the extent such
$5,000,000 allowed amount is not used in any year), (b) the other terms of
such Indebtedness, taken as a whole, are no less favorable to Holdings, the
Borrower and the Lenders in any material respect than those of senior unsecured
debt securities issued in the capital markets by similarly rated issuers, (c) such
Indebtedness is not subject to any Guarantee Obligation by any Person that is
not a Loan Party (and any such Guarantee Obligation by a Subsidiary Guarantor
shall provide for release thereof if the Guarantee Obligation of the applicable
Subsidiary Guarantor in respect of the Obligations is released unless such
release of such Guarantee Obligation of the applicable Subsidiary Guarantor in
respect of the Obligations is in connection with the repayment or refinancing
in full of the Obligations and the termination of the Commitments), (d) at
the time of and after giving effect to the incurrence of such Indebtedness, no Default
or Event of Default has occurred and is continuing, (e) Holdings shall be
in compliance with Section 8.1 as of the last day of the most recently
ended fiscal quarter of Holdings for which financial statements are available
at the time of issuance of such Indebtedness, determined on a Pro Forma Basis,
and (f) Holdings or the Borrower shall have delivered to the
Administrative Agent, at least two Business Days prior to the issuance of such
Indebtedness, a description of the terms and conditions of such Indebtedness
and calculations demonstrating compliance with clause (e) above, in
each case certified by a financial officer of Holdings or the Borrower.


 


29

















 


“Permitted Additional Subordinated Debt”:  Indebtedness in respect of unsecured
subordinated debt issued by Holdings or the Borrower; provided that (a) such
subordinated Indebtedness matures no earlier than, and does not require any
scheduled payment of principal prior to, the date that is 90 days after the
fifth anniversary of the Effective Date, (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 Loan Parties that are
subordinated to the same extent as the obligations of the issuer in respect of
such Indebtedness, (d) Holdings shall be in compliance with Section 8.1
as of the last day of the most recently ended fiscal quarter of Holdings for
which financial statements are available at the time of issuance of such
Indebtedness, determined on a Pro Forma Basis, and (e) Holdings or the
Borrower shall have delivered to the Administrative Agent, at least two
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 Holdings or 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) 100% of the Net Cash Proceeds received by Holdings from
the sale of Capital Stock (other than Disqualified Stock) of Holdings (other
than to a Group Member) during the period beginning on the Effective Date and
ending on such date; and (iii) $5,000,000, minus (b) the
aggregate amount of Expenditure Use Amounts as of such date.  For purposes of this definition, Consolidated
Net Income for any period shall be adjusted to add back (to the extent
otherwise deducted and without duplication) non-cash stock-based compensation
expenses.


 


“Permitted Refinancing Securities”: (a) Permitted
Additional Subordinated Debt and (b) Capital Stock of Holdings, other than
Disqualified Stock.


 


“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.


 


“Peru Investments”:  (a) (i) the promissory notes (“Peru
Promissory Notes”) issued as consideration by the Person who acquired,
prior to the Effective Date, the Investments in International Lotto Corporation
and Scientific Games del Peru, s.R.L. held by one or more Group Members, (ii) in
the event that, after the Effective Date, the Peru Promissory Notes are
exchanged for such Investments in International Lotto Corporation and
Scientific Games del Peru, s.R.L., such Investments or (iii) in the event
of any bankruptcy, reorganization, insolvency or liquidation proceeding with
respect to the issuer of the Peru Promissory Notes, any Investments received by
any Group Member in respect of the Peru Promissory Notes in 


 


30
















 


connection with such
proceeding and (b) up to $5,000,000 of additional Investments in one or
more Subsidiaries organized in Peru, made in connection with the liquidation,
dissolution, winding up or disposition of the Investments described in clause (a) above.


 


“Peru Promissory Notes”:  as defined in the definition of the term
“Peru Investments”.


 


“Plan”:  at a particular time, any employee benefit
plan that is covered by ERISA and in respect of which Holdings 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.


 


“Playtech Agreements”:  collectively, (a) the International
Internet Gaming Joint Venture Agreement, (b) the U.S. Internet Gaming
Joint Venture Agreement, (c) the U.K. Terminal Agreement, (d) the
Memorandum of Understanding, dated as of January 21, 2010, by and among
Scientific Games Holdings Limited, the Borrower, and Video B Holdings Limited, (e) any
agreement relating to cooperation with respect to central monitoring and
control systems by and among one or more Playtech Entities and one or more of
Holdings or its Affiliates, (f) any agreement relating to gaming devices
or terminals by and among one or more Playtech Entities and one or more of
Holdings or its Affiliates and (g) each other agreement entered into by
one or more of Holdings or its Affiliates with one or more Playtech Entities in
connection with or pursuant to any of the foregoing, in each case of clauses (e),
(f) and (g), providing for transactions that are related to or
contemplated by the Playtech Agreements previously provided to the
Administrative Agent on or prior to the Restatement Effective Date.


 


“Playtech Entity”:  Playtech Limited, Playtech Services (Cyprus)
Limited, Video B Holdings Limited or any Affiliate of any of the foregoing.


 


“Playtech Joint Venture”: one or more
joint ventures entered into among one or more Group Members and one or more
Playtech Entities in connection with the Playtech Transactions.


 


“Playtech Transactions”: collectively,
the agreements and undertakings of, and related Investments made by, Holdings
or any Subsidiary of Holdings in connection with or pursuant to any Playtech
Agreement.


 


“Pro Forma Adjustment”:  means, with respect to any period, the pro
forma increase or decrease in the Consolidated EBITDA of Holdings projected by
Holdings in good faith as a result of (a) actions taken during such period
for the purposes of realizing reasonably identifiable and factually supportable
cost savings or (b) any additional costs incurred during such period, in
each case in connection with the combination of the operations of any business
or assets acquired pursuant to a Material Acquisition with the operations of
Holdings and its Subsidiaries, which cost savings or additional costs (to the
extent recurring in nature) will be deemed, for purposes of projecting such pro
forma increase or decrease to Consolidated EBITDA, to be realizable or
incurred, as the case may be, during the entirety of such period; provided
that at the time at which any Pro Forma Adjustment is made, the Borrower shall
deliver to the Administrative Agent a certificate signed by a Responsible
Officer of the Borrower setting 


 


31

















 


forth such cost savings or
additional costs, as well as information (including factual support) and
calculations supporting in reasonable detail the amount of such cost savings or
additional costs; provided  further that the Pro Forma Adjustment
for any period of four consecutive fiscal quarters shall not exceed $15,000,000
minus the amount of any Permitted Add-Backs during such period.


 


“Pro Forma Basis”: for purposes of
determining compliance with Section 8.1 as of the last day of a fiscal quarter
of Holdings (the “Compliance Date”) as a condition to any proposed
action or event hereunder (the “Proposed Action”), the calculation of
such compliance on the following basis:


 


(e)     Consolidated EBITDA for the period of four
consecutive fiscal quarters ended on the Compliance Date shall be determined on
a pro forma basis to give effect to any Material Acquisition or Material
Disposition made subsequent to the Compliance Date (including any Material
Acquisition or Material Disposition being made in connection with the Proposed
Action) as though made on the first day of such period of four consecutive
fiscal quarters; provided that solely for purposes of (i) clause (e) of
the definition of the term “Permitted Additional Senior Indebtedness” and (ii) clause
(e) of the definition of the term “Permitted Additional Subordinated
Debt”, Consolidated EBITDA for such period shall also be determined on a pro
forma basis to give effect to any New On-Line Contract, New Co-Operative
Services Contract or New Pari-Mutuel Contract made or entered into subsequent
to the Compliance Date (including any New On-Line Contract, New Co-Operative
Services Contract or New Pari-Mutuel Contract being entered into in connection
with the Proposed Action) as though made on the first day of such period of
four consecutive fiscal quarters.


 


(f)      The Consolidated Leverage Ratio and the
Consolidated Senior Debt Ratio as of the Compliance Date shall be determined as
if Consolidated Total Debt and Consolidated Senior Debt as of the Compliance
Date were equal to Consolidated Total Debt or Consolidated Senior Debt, as
applicable, as of the date of and after giving effect to the Proposed Action
(including any incurrence or payment of Indebtedness in connection therewith).


 


(g)     Consolidated Interest Expense for the
period of four consecutive fiscal quarters ended on the Compliance Date shall
be determined as though (i) any Permitted Additional Senior Indebtedness,
any Permitted Additional Subordinated Debt, any Incremental Facility, or any
other Indebtedness incurred in connection with any Permitted Acquisition or
Restricted Payment, in each case issued or incurred after the Compliance Date
(including any such Indebtedness being issued or incurred in connection with
the Proposed Action), had been issued or incurred on the first day of such
period of four consecutive fiscal quarters and (ii) any Indebtedness
refinanced or repaid after the Compliance Date (including any Indebtedness
being refinanced or repaid in connection with the Proposed Action), to the
extent refinanced or repaid with the proceeds of any Indebtedness included in
the determination pursuant to clause (i) above, had been refinanced or
repaid on the first day of such period of four consecutive fiscal quarters.


 


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


 


32

















 


“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.


 


“Racing Business”: the racing and
venue management businesses of Holdings and its Subsidiaries, as certified to
the Administrative Agent by a Responsible Officer of Holdings or the Borrower
at least one Business Day prior to the consummation of any Racing Business
Disposition.


 


“Racing Business Disposition”: the
sale or other Disposition by Holdings and certain of its direct and indirect
Subsidiaries of all or any part of the Racing Business, however structured
(which sale need not (but may) include the interests of any Group Member in
Roberts Communications Network, LLC), pursuant to (a) the Purchase
Agreement dated as of January 27, 2010 (as amended, restated, supplemented
or otherwise modified, the “Current Purchase Agreement”), by and among
Holdings, the Borrower, Scientific Games Racing, Inc.,  Scientific Games Germany GmbH, Scientific
Games Luxembourg Holdings SARL, Scientific Games Holdings Limited, Scientific
Games Racing, LLC, Sportech Plc, Sportech Holdco 1 Limited and Sportech Holdco
2 Limited or (b) if the Current Purchase Agreement shall terminate for any
reason, any other purchase agreement with respect to the sale of the Racing
Business.


 


“Racing Venue Acquisition”:  the purchase of assets by one or more Group
Members of Shore Line Star Greyhound Park and Entertainment Complex LLC.


 


“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.


 


33

















 


“Reinvestment Event”:  any Asset Sale or Recovery Event in respect
of which a Responsible Officer 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 one or more Group Members 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 make or incur an Investment to fund or satisfy any
Italian Concession Obligations not yet made or satisfied (or to deem all or a
specified portion of such Net Cash Proceeds to have been applied to any such
Investment made or incurred no more than three months prior to the date of such
notice; provided that, notwithstanding the foregoing, as long as an Asset Sale
is publicly announced not more than three months after the making or incurrence
of an Investment to fund or satisfy any Italian Concession Obligations, then
all or a specified portion of the Net Cash Proceeds of such Asset Sale may,
when received, be deemed to have been applied to any such Investment already
made or incurred even if such Investment was made or incurred more than three
months prior to the receipt of such Net Cash Proceeds) or to acquire or repair
fixed or capital assets or to develop software useful in such Group Members’
business, provided that the cost of any such software development is
capitalized on Holdings’s consolidated 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
make or incur an Investment to fund or satisfy any Italian Concession
Obligations that were, at the time of such Investment, not yet made or
satisfied (including all or the specified portion of the Net Cash Proceeds of
such Reinvestment Event deemed to have been applied to any Investment to fund
or satisfy any Italian Concession Obligations made or incurred no more than
three months prior to the date of the relevant Reinvestment Notice (or, in the
case of an Asset Sale, as long as such Asset Sale was publicly announced not
more than three months after the making or incurrence of any such Investment,
all or the specified portion of the Net Cash Proceeds of such Asset Sale which,
when received, were deemed to have been applied to any such Investment already
made or incurred even if such Investment was made or incurred more than three
months prior to the receipt of such Net Cash Proceeds)) or to acquire or repair
fixed or capital assets or to develop software useful in one or more Group
Members’ business, provided that the cost of any such software
development is capitalized on Holdings’s consolidated balance sheet in
accordance with GAAP.


 


“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 one or more Group Members shall have
determined not to, or shall have otherwise ceased to, acquire or repair fixed
or capital assets or develop software useful in one or more Group Members’
business or make a Permitted Acquisition or make or incur an Investment to fund
or satisfy any Italian Concession Obligations not yet made or satisfied (or
deem all or a specified portion of the Net Cash Proceeds of such Reinvestment
Event to have been applied to any Investment to fund or satisfy any Italian
Concession Obligations made or incurred no more than three months prior to the
date of the relevant Reinvestment Notice (or, with respect to any Asset Sale
that was publicly announced not more than three months after the making or
incurrence of 


 


34

















 


any Investment to fund or
satisfy any Italian Concession Obligations, deem all or a specified portion of
the Net Cash Proceeds of such Asset Sale, when received, to have been applied
to any such Investment already made or incurred even if such Investment was
made or incurred more than three months prior to the receipt of such Net Cash
Proceeds) 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,
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 Term Loans
then outstanding and (b) the Total Revolving Commitments then in effect (or,
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, 
treasurer or chief accounting officer of the Borrower or Holdings, but
in any event, with respect to financial matters, the chief financial officer,
treasurer or chief accounting officer of the Borrower or Holdings.


 


“Restatement Effective Date”:  as defined in the Amendment and Restatement Agreement
dated as of February 12, 2010, among the Borrower, Holdings, the Lenders
party thereto and the Administrative Agent.


 


“Restricted Payment”:  any dividend or other distribution (whether
in cash, securities or other property) with respect to any Capital Stock of
Holdings 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 Holdings or any Subsidiary or any option, warrant
or other right to acquire any such Capital Stock of Holdings or any Subsidiary.


 


35

















 


“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”:  the fifth anniversary of the Effective Date,
if each of the Convertible Debentures Conditions and the Subordinated Notes
Conditions have been satisfied or waived; provided that the Revolving
Termination Date shall be deemed to mean (a) September 15, 2012, if
the Convertible Debentures Conditions have been satisfied or waived, unless and
until the Subordinated Notes Conditions have been satisfied or waived or (b) the
Convertible Debentures Trigger Date, unless and until the Convertible
Debentures Conditions have been satisfied or waived; provided  further
that, if any GD Earnout Notes are issued, then the Revolving Termination Date
shall be deemed to mean (if earlier than the date that would otherwise apply
based on the foregoing provisions of this definition) the date that is three
months prior to the earliest date that any principal payment is required in
respect of the GD Earnout Notes unless on such date (i) no GD Earnout
Notes remain outstanding or (ii) the sum of the aggregate Available
Revolving Commitments plus cash on hand and Cash Equivalents of the Loan Parties
(to the extent that such cash and Cash Equivalents are (A) available to
the Loan Parties without any restriction that would impair the application
thereof to pay Indebtedness within three Business Days (it being understood
that cash in an amount equal to the Debenture Reserve Amount at the time shall
be treated as restricted for purposes of this determination) and (B) not
subject to any Liens other than (1) Liens created under the Loan Documents
or (2) Liens arising by operation of law, or bankers Liens and brokers
Liens arising under customary account agreements entered into in the ordinary
course of business, in each case that do not impair access to such cash or Cash
Equivalents) is not less than $50,000,000 in excess of the amount required to
repay the outstanding GD Earnout Notes in full.


 


“Sciplay”:  Sciplay (Luxembourg) S.à r.l., a société à responsabilité limitée
incorporated and existing under the laws of the Grand Duchy of Luxembourg.


 


“Sciplay International”:  Sciplay (International) S.à r.l. a société à responsabilité limitée
incorporated and existing under the laws of the Grand Duchy of Luxembourg.


 


36

















 


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


 


“Second Amendment”: the Second
Amendment, dated as of September 30, 2009, to this Agreement.


 


“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”:  (a) the 2004 Senior Subordinated
Notes and (b) the 2008 Senior Subordinated Notes.


 


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


 


“Senior Subordinated Securities Indentures”:  the indentures entered into by Holdings 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 Holdings 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 or 


 


37

















 


any indenture or other
agreement under which any Permitted Additional Senior Indebtedness is issued or
incurred, together with all instruments and other agreements entered into by
Holdings or its Subsidiaries in connection therewith.


 


“Specified Hedge Agreement”:  any Hedge Agreement (a) entered into by (i) Holdings
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 (or, in the
case of Hedge Agreements in effect on the Effective Date, any Person that is a
Lender or an affiliate of a Lender as of the Effective Date), as counterparty
and (b) that has been designated by such Person or affiliate, as the case
may be, and Holdings or 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. 
For purposes hereof, The Bear Stearns Companies, Inc. and its
subsidiaries shall be deemed to be affiliates of JPMorgan Chase Bank, N.A., as
of the Effective Date upon and after the date they become such affiliates, and
any Hedge Agreement with The Bear Stearns Companies, Inc. or any of its
subsidiaries existing at that time shall be deemed to have been designated as a
Specified Hedge Agreement.  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 Guarantor under the Guarantee and
Collateral Agreement.


 


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


 


“Subordinated Notes Conditions”:  Either (a) on or prior to September 15,
2012, the outstanding 2004 Senior Subordinated Notes have been refinanced,
redeemed or defeased (or funds shall have been segregated and held in a trust
or in escrow, on terms and conditions reasonably satisfactory to the
Administrative Agent, for purposes of and in an amount sufficient to discharge
all payment obligations with respect to the 2004 Senior Subordinated
Notes), in each case in a manner permitted hereunder (determined, for purposes
of determining the Revolving Termination Date or the Term Loan Maturity Date,
without giving effect to any amendment or waiver that has not been approved by
the Super Majority Facility Lenders with respect to the applicable Facility),
or (b) on September 15, 2012, the Liquidity Condition is satisfied.


 


“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
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 Holdings.


 


38

















 


“Subsidiary Guarantor”:  a Subsidiary (other than the Borrower) that (i) is
a Domestic Subsidiary that is a Wholly Owned Subsidiary, (ii) provides a
guarantee of any Indebtedness of Holdings, 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 Holdings, 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).


 


“Super Majority Facility Lenders”:
with respect to any Facility, the holders of more than 66 2/3% of the aggregate
unpaid principal amount of the Term Loans or the Total Revolving Extensions of
Credit, as the case may be, outstanding under such Facility (or, in the case of
a Revolving Facility, prior to any termination of the Revolving Commitments
thereunder, the holders of more than 66 2/3% of the Total Revolving Commitments
thereunder).


 


“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(c).


 


“Syndication Agents”:  Bank of America, N.A. and UBS Securities LLC,
in their capacity as syndication agents for each Facility.


 


“Term Commitment”:  as to any Lender, the obligation of such
Lender, if any, to make a Term Loan to the Borrower hereunder in a principal
amount not to exceed the amount set forth under the heading “Term Commitment” with
respect to such Lender on Schedule 2.1. 
The original aggregate amount of the Lenders’ Term Commitments is
$550,000,000.


 


“Term Facility”:  the credit facility represented by the Term
Commitments and the Term Loans made thereunder.


 


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


 


“Term Loan”:  a Loan made pursuant to Section 2.1.


 


“Term Loan Maturity Date”:  the fifth anniversary of the Effective Date,
if each of the Convertible Debentures Conditions and the Subordinated Notes
Conditions have been satisfied or waived; provided that the Term Loan
Maturity Date shall be deemed to mean (a) September 15, 2012, if the
Convertible Debentures Conditions have been satisfied or waived, unless and
until the Subordinated Notes Conditions have been satisfied or waived or (b) the
Convertible Debentures Trigger Date, unless and until the Convertible
Debentures Conditions have been satisfied or waived; provided  further
that, if any GD Earnout Notes are issued, then 


 


39

















 


the Term Loan Maturity Date
shall be deemed to mean (if earlier than the date that would otherwise apply
based on the foregoing provisions of this definition) the date that is three
months prior to the earliest date that any principal payment is required in
respect of the GD Earnout Notes unless on such date (i) no GD Earnout
Notes remain outstanding or (ii) the sum of the aggregate Available
Revolving Commitments plus cash on hand and Cash Equivalents of the Loan
Parties (to the extent that such cash and Cash Equivalents are (A) available
to the Loan Parties without any restriction that would impair the application
thereof to pay Indebtedness within three Business Days (it being understood
that cash in an amount equal to the Debenture Reserve Amount at the time shall
be treated as restricted for purposes of this determination) and (B) not
subject to any Liens other than (1) Liens created under the Loan Documents
or (2) Liens arising by operation of law, or bankers Liens and brokers
Liens arising under customary account agreements entered into in the ordinary
course of business, in each case that do not impair access to such cash or Cash
Equivalents) is not less than $50,000,000 in excess of the amount required to
repay the outstanding GD Earnout Notes in full.


 


“Term Percentage”:  as to any Lender, the percentage which the
aggregate principal amount of such Lender’s Term Loans then outstanding
constitutes of the aggregate principal amount of the Term Loans then
outstanding.


 


“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.


 


“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.


 


“Transactions”:  collectively, (a) the execution,
delivery and performance by each Loan Party of the Loan Documents to which it
is or is to be a party, (b) the borrowing of Loans and the use of the
proceeds thereof, (c) the issuance of Letters of Credit, (d) the
Existing Credit 


 


40
















 


Agreement Repayment, (e) the
consummation of the transactions contemplated by any of the foregoing and (f) the
payment of fees and expenses in connection with the foregoing.


 


“Transferee”:  any assignee that becomes a Lender pursuant
to Section 11.6 or any Participant.


 


“2004 Senior Subordinated
Notes”:  the 6.25% Senior
Subordinated Notes due 2012 issued by Holdings on December 23, 2004 in the
aggregate principal amount of $200,000,000 and the Indebtedness represented
thereby.


 


“2008 Senior Subordinated
Notes”:  the unsecured Senior
Subordinated Notes due 2016 to be issued by the Borrower on or about the
Effective Date in the aggregate principal amount of $200,000,000 and the
Indebtedness represented thereby.


 


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


 


“U.K. Terminal Agreement”:  the Agreement, dated as of January 21,
2010, between Video B Holdings Limited and the Global Draw Entities, as
amended, supplemented or otherwise modified from time to time.


 


“United States”:  the United States of America.


 


“U.S. Internet Gaming
Joint Venture Agreement”:  the
Shareholders’ Agreement of Sciplay, dated as of January 21, 2010, by and
between Playtech (Cyprus) Limited, the Borrower, Playtech Limited (for the
limited purposes set forth therein) and Holdings (for the limited purposes set
forth therein), as amended, supplemented or otherwise modified from time to
time.


 


“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.


 


(b)  As used herein and
in the other Loan Documents, and in 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 


 


41

















 


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.


 


SECTION 2.  AMOUNT AND TERMS OF TERM LOANS


 


2.1.          Term Commitments; Term Loans.  Subject to the terms and conditions set forth
herein, each Term Lender agrees to make a Term Loan denominated in Dollars to
the Borrower on the Effective Date in a principal amount not exceeding its Term
Commitment.  The 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 Sections 2.2
and 4.3.


 


2.2.          Procedure for 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, or (b) three
Business Days prior to the requested Borrowing Date, if any of the requested
Loans are to be Eurocurrency Loans) requesting that the Term Lenders make the
Term Loans and specifying (i) the amount and Type of Term Loans to be
borrowed, (ii) the requested Borrowing Date and 


 


42

















 


(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 Term Lender thereof.  Not
later than 12:00 Noon, New York City time, on the requested Borrowing Date
each Term Lender shall make available to the Administrative Agent at the
Funding Office an amount in immediately available funds equal to the Term Loan
or 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 Term Lenders in
immediately available funds.


 


2.3.          Repayment of Term Loans.  The Term Loan of each Term 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 Term Loans, each of
which shall be in an amount equal to the product of (i) such Lender’s Term
Percentage multiplied by (ii) an amount equal to the aggregate
amount of 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 Term
Loans.


 


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.


 


43

















 


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 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 


 


44

















 


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 swingline 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 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 


 


45

















 


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.


 


(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 


 


46

















 


(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.


 


(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 


 


47

















 


for drawings thereunder submitted prior to
that time) and (ii) such Issuing Lender may, as a 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 shall
constitute Letters of Credit hereunder as though issued on the Effective Date
for the Borrower’s account.


 


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 


 


48

















 


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 or maintain 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 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 


 


49

















 


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.


 


(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 


 


50
















 


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 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 


 


51

















 


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
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.


 


3.15.        Defaulting Lenders. 
(a)   Notwithstanding any
provision of this Agreement to the contrary, if any Revolving Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as
such Lender is a Defaulting Lender:


 


(i)      if any Swingline Loan or L/C Obligations
exists at the time a Revolving Lender is a Defaulting Lender, the Borrower
shall within one Business Day following notice by the Administrative Agent (A) if
such Defaulting Lender is a Dollar Revolving Lender, prepay such Swingline Loan
or, if agreed by the Swingline Lender, cash collateralize the Swingline
Participation Amount of the Defaulting Lender on terms satisfactory to the
Swingline Lender and (B) cash collateralize such Defaulting Lender’s
Dollar Revolving Percentage of the Dollar L/C Obligations or Multicurrency
Revolving Percentage of the Multicurrency L/C Obligations, as applicable, in
accordance with the procedures set forth in paragraph (b) below for so
long as such L/C Obligations are outstanding;


 


(ii)     the Swingline Lender shall not be required
to fund any Swingline Loan and the Issuing Lenders shall not be required to
issue, amend or increase any Letter of Credit unless they are satisfied that
cash collateral will be provided by the Borrower in accordance with clause (i) above;


 


(iii)    commitment fees shall cease to accrue on the
Available Revolving Commitment of such Defaulting Lender pursuant to Section 3.5
from and after the date that such Lender becomes a Defaulting Lender; provided
that the foregoing shall not apply to any Revolving Lender that does not
execute the Second Amendment (but shall apply to its successors and assigns);
and


 


(iv)    the aggregate unpaid principal amount of
Term Loans made by, and the Revolving Commitment and any Revolving Extensions
of Credit of, such Defaulting Lender shall be excluded for purposes of
determining whether all Lenders, each affected Lender, the Required Lenders,
the Majority Facility Lenders, the Super Majority Facility Lenders or any other
group or subset of Lenders have taken or may take any action 


 


52

















 


hereunder (including any
consent to any amendment or waiver pursuant to Section 11.1), provided
that any waiver, amendment or modification requiring the consent of all Lenders
or each affected Lender and which treats such Defaulting Lender differently
than other affected Lenders shall require the consent of such Defaulting
Lender; provided  further that the foregoing shall not apply to
any Lender that does not execute the Second Amendment (but shall apply to its
successors and assigns).


 


(b)  If any Lender
becomes a Defaulting Lender, on the Business Day that the Borrower is required
to deposit of cash collateral pursuant to paragraph (a)(i)(B) above, the
Borrower shall make such deposit in an account with the Administrative Agent,
in the name of the Administrative Agent and for the benefit of the Swingline
Lenders or Issuing Lenders as applicable. 
Each such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
and the Defaulting Lender under this Agreement. 
The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account.  Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent and at the Borrower’s risk and
expense, such deposits shall not bear interest. 
Interest or profits, if any, on such investments shall be remitted to
the Borrower promptly by the Administrative Agent unless a Default has occurred
and is continuing.  Cash collateral
deposited pursuant to paragraph (a)(i)(B) above in respect of any
Defaulting Lender shall be applied by the Administrative Agent to such
Defaulting Lender’s obligations in respect of Swingline Loans or L/C
Obligations.  If the Borrower is required
to provide an amount of cash collateral hereunder pursuant to paragraph (a)(i)(B) above,
such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after such amount is no longer required in
order to comply with paragraph (a)(i)(B) above (and no Event of Default
has occurred and is continuing).


 


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, 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.  


 


53

















 


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.


 


4.2.          Mandatory Prepayments.  (a)  
[Intentionally Omitted.]


 


(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, 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 of Term Loans made pursuant to Section 4.2 shall be applied to
the prepayment of the Term Loans in accordance with Section 4.8(b).  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 


 


54

















 


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.


 


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.


 


(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, 


 


55

















 


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 rate then applicable to Eurocurrency Loans
in respect of the relevant Foreign Currency plus (II) 2%, in the
case of amounts owing that are denominated in Foreign Currencies, in each 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, 


 


56

















 


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”),


 


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 


 


57

















 


(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 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 shall be made pro  rata according to
the respective outstanding principal amounts of the Term Loans then held by the
Lenders.  The amount of each principal
prepayment of the Term Loans shall be applied to reduce the then remaining
installments of the Term Loans pro-rata based upon the then remaining principal
amount thereof.  Amounts repaid or
prepaid on account of the Term Loans 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 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, (iii) payments in respect of
Multicurrency Letters of Credit and Multicurrency L/C 


 


58

















 


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 and (iv) payments in respect of the principal of or
interest on any Incremental Term Loan denominated in a Foreign Currency (and,
if applicable, fees and expenses in respect of any such Incremental Term Loan)
shall be made in such Foreign Currency. 
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 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 


 


59

















 


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 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 


 


60
















 


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; 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.


 


(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 


 


61

















 


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 or assessed by any Governmental
Authority, excluding (i) 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), (ii) taxes that are attributable to
the applicable Lender’s failure to comply with the requirements of paragraph (d) or
(e) of this Section and (iii) taxes that are United States
withholding taxes imposed on amounts payable to the applicable 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 taxes pursuant to this paragraph (all such taxes, levies,
imposts, duties, charges, fees, deductions or withholdings other than those
described in clauses (i), (ii) or (iii) above being referred to
herein as the “Non-Excluded Taxes”).  If
any Non-Excluded Taxes or Other Taxes are required to be 


 


62

















 


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.


 


(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 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 


 


63

















 


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.


 


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 


 


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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;
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) is a Defaulting Lender at the time, 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 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.


 


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(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.


 


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 


 


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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.


 


4.17.        Incremental Facilities.  The Borrower may at any time or from time to
time after the Effective Date, by notice to the Administrative Agent, request
one or more additional tranches of term loans (the “Incremental Term Loans”)
or request an increase in the commitments under either or both of the Revolving
Facilities (“Revolving Commitment Increases”, together with the
Incremental Term Loans, the “Incremental Facilities”) or a combination
thereof; provided that (i) upon the effectiveness of any
Incremental Amendment referred to below, no Default or Event of Default shall
exist and, at the time that any such Incremental Facility is made (and after
giving effect thereto), no Default or Event of Default shall exist and (ii) Holdings
shall be in compliance with Section 8.1 as of the last day of the most
recently ended fiscal quarter of Holdings for which financial statements are
available at the time, determined on a Pro Forma Basis.  The Incremental Facilities shall rank pari
passu in right of payment and of security with the Revolving Loans and the Term
Loans.  The Incremental Term Loans (a) shall
not mature earlier than the Term Loan Maturity Date (but may, subject to clause
(b) below, have amortization prior to such date), (b) shall not have
a weighted average life that is shorter than the remaining weighted average
life of the Term Loans, and (c) 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 and voting rights); 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, (ii) subject to clause (iii) below, the
Incremental Term Loans may be priced differently than the Term Loans, (iii) if
the initial yield on such Incremental Term Loans (as determined by the
Administrative Agent to be equal to the sum of (x) the margin above the
Eurocurrency Rate on such Incremental Term Loans and (y) if such
Incremental Term Loans are initially made at a discount or the Lenders making
the same receive a fee directly or indirectly from the Borrower, Holdings or
any Subsidiary for doing so (the amount of such discount or fee, expressed as a
percentage of the Incremental Term Loans, being referred to herein as “OID”),
the amount of such OID divided by the lesser of (A) the average life to
maturity of such Incremental Term Loans and (B) four) exceeds by more than
0 basis points (the amount of such excess above 0 basis points being referred
to herein as the “Yield Differential”) the Applicable Rate then in effect for
Eurodollar Term Loans, then the Applicable Rate then in effect for Term Loans
shall automatically be increased by the Yield Differential, effective upon the
making of the Incremental Term Loans; provided that this clause (iii) shall
apply only with respect to Incremental Term Loans which are made on or prior to
December 31, 2008, and (iv) the Incremental Term Loans may be
denominated in Dollars or a Foreign Currency. 
Each notice shall set forth the requested amount and proposed terms of
the relevant Incremental Facilities. 
Notwithstanding anything to the contrary contained herein, the aggregate
amount of the Incremental Facilities established hereunder shall not exceed
$200,000,000.  Each existing Term 


 


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Lender shall be afforded the opportunity, but
shall not be required, to provide a ratable share of any Incremental Term
Loan.  Each existing Revolving Lender
under a Revolving Facility shall be afforded the opportunity, but shall not be
required, to provide a ratable share of any Revolving Commitment Increase with
respect to such Revolving Facility.  The
Borrower may also arrange for one or more banks or other financial institutions
reasonably satisfactory to the Administrative Agent (any such bank or other
financial institution being called an “Additional Lender”) to extend
commitments to provide such Incremental Facility.  Commitments in respect of Incremental
Facilities shall become Commitments under this Agreement pursuant to an
amendment (an “Incremental 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 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, including, in the case of any
Incremental Term Loans denominated in a Foreign Currency, amendments in order
to reflect the denomination of such Loans in such Foreign Currency.  The effectiveness of any Incremental
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 Amendment)
and such other conditions as the parties thereto shall agree.  No Lender shall be obligated to provide any
Incremental Facility, unless it so agrees.


 


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, Holdings and the Borrower hereby represent and warrant to
each Agent and each Lender that:


 


5.1.          Financial Condition.  The
audited consolidated balance sheet of Holdings and its consolidated
Subsidiaries as at December 31, 2007, 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 Holdings 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.  All 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 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, 2007, there has been no development or event that has had or
could reasonably be expected to have a Material Adverse Effect.


 


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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 thereto.  This Agreement
constitutes, and each other Loan Document upon execution will constitute, a
legal, valid and binding obligation of each Loan 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 prepayment of any Indebtedness (other than as contemplated hereby) or 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 Holdings or any of its Subsidiaries could reasonably
be expected to have a Material Adverse Effect.


 


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 Holdings and 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 


 


69

















 


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 Holdings
or 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 Holdings and 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
Holdings and 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.


 


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 Holdings and the Borrower, threatened; (b) hours worked by
and payment made to employees of 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 


 


70
















 


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
Holdings and the Subsidiaries; (d) neither Holdings, 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; Other Regulations.  No
Loan Party is an “investment company”, or a company “controlled” by an
“investment company”, within the meaning of the Investment Company Act of 1940,
as amended.  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
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 Holdings or
any Subsidiary, except as created by the Loan Documents or, as of the Effective
Date, except as disclosed on Schedule 5.15(b).


 


5.16.        [Reserved]


 


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 Holdings and 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;


 


71

















 


(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 Holdings or 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 Holdings and 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 Holdings and 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.


 


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 Holdings and the Borrower to be
reasonable at the time made, it being recognized by the Lenders that such 


 


72

















 


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 any Group Member
as of the Effective Date.


 


5.20.        Solvency.  Each Loan Party is, and after
giving effect to the 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
constitute “Guarantor Senior Debt” and “Designated Guarantor Senior Debt” of
the Borrower under and as defined in 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. 
The obligations of Holdings under the Guarantee and Collateral Agreement
constitute “Senior Debt” and “Designated Senior Debt” of Holdings under and as
defined in each Senior Subordinated Securities Indenture.


 


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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 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 Holdings and 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 Holdings and 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 Group
Members as of the Effective Date.  As of
the Effective Date, all premiums due and payable in respect of such insurance
have been paid.  Holdings and the
Borrower reasonably believe that the insurance maintained by or on behalf of
the Group Members is adequate.


 


SECTION 6.   CONDITIONS
PRECEDENT


 


6.1.          Conditions to Initial Extension of Credit.  The
agreement of each Lender to make the initial extension of credit requested to
be made by it is subject to the satisfaction, prior to or concurrently with the
making of such extension of credit on the Effective Date, of the following
conditions precedent:


 


(a)     Credit Agreement; Guarantee and Collateral
Agreement.  The Administrative Agent
shall have received (i) this Agreement executed and delivered by each
Agent, each Lender, Holdings and the Borrower and (ii) the Guarantee and
Collateral Agreement, executed and delivered by the Borrower, Holdings and each
other Guarantor.


 


(b)     Organization, Existence, Good Standing,
Authority, etc.  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 


 


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standing of each Loan Party,
the authorization of the Transactions and any other legal matters relating to
the Loan Parties, the Loan Documents or the Transactions, all in form and
substance reasonably satisfactory to the Administrative Agent and its counsel.


 


(c)     Approvals.  All governmental and third-party approvals
(including landlords’ and other consents) necessary or advisable in connection
with the transactions contemplated hereby shall have been obtained and be in
full force and effect, and all applicable waiting periods shall have expired
without any action being taken or threatened by any competent authority that
would restrain, prevent or otherwise impose material adverse conditions on the
financing contemplated hereby.


 


(d)     Fees.  The Lenders and the Agents shall have
received all fees required to be paid in respect of this Agreement, and all
expenses for which invoices have been presented (including the reasonable fees
and expenses of legal counsel) that are required to be paid or reimbursed
pursuant to this Agreement, on or before the Effective Date.  All such amounts will be paid with proceeds
of Loans made on the Effective Date and will be reflected in the funding instructions
given by the Borrower to the Administrative Agent on or before the Effective
Date.


 


(e)     Closing Certificates.  The Administrative Agent shall have received (i) a
certificate of each Loan Party, dated the Effective Date, substantially in the
form of Exhibit C-2, with appropriate insertions and attachments and (ii) a
certificate of the Borrower, dated the Effective Date, certifying to the
satisfaction of the conditions precedent set forth in Section 6.2
substantially in the form of Exhibit C-1.


 


(f)      Legal Opinions.  The Administrative Agent shall have received
the following executed legal opinions:


 


(i)            the legal opinion of Kramer Levin
Naftalis & Frankel LLP, counsel to the Loan Parties, substantially in
the form of Exhibit F-1;


 


(ii)           the legal opinion of Ira H.
Raphaelson, general counsel of Holdings and its Subsidiaries, substantially in
the form of Exhibit F-2; and


 


(iii)          the legal opinion of local counsel in
each of Connecticut and Georgia and of such other special and local counsel as
may be reasonably required by the Administrative Agent, in each case in form
and substance reasonably satisfactory to the Administrative Agent.


 


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


 


(g)     Perfection Certificate. The
Administrative Agent shall have received a completed Perfection Certificate
dated the Effective Date and signed by an executive officer or Responsible
Officer of Holdings and the Borrower, together with all attachments
contemplated thereby, including the results of a search of the Uniform
Commercial Code (or equivalent) filings made with respect to the Loan Parties
in the 


 


75

















 


jurisdictions contemplated
by the Perfection Certificate and copies of the financing statements (or
similar documents) disclosed by such search and evidence reasonably
satisfactory to the Administrative Agent that the Liens indicated by such
financing statements (or similar documents) are permitted by Section 8.3
or have been released.


 


(h)     Pledged Stock; Stock Powers; Pledged
Notes.  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 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.


 


(i)      Filings, Registrations and Recordings.  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),
and each such document shall be in proper form for filing, registration or
recordation.


 


(j)      Mortgages, etc.  (i)  The Administrative Agent shall have
received a Mortgage with respect to each Mortgaged Property, executed and
delivered by a duly authorized officer of each party thereto.


 


(ii)           The Administrative Agent shall have
received a Title Policy with respect to each Mortgaged Property and the
Mortgage with respect thereto.  Each such
Title Policy shall (A) ensure that the Mortgage insured thereby is a valid
first Lien on the relevant Mortgaged Property encumbered thereby free and clear
of all defects and encumbrances, except those permitted by Section 8.3 and
as disclosed therein, (B) name the Administrative Agent for the benefit of
the Lenders (as defined in the Guarantee and Collateral Agreement) as the
insured thereunder and (C) be in form and substance reasonably
satisfactory to the Administrative Agent. 
The Administrative Agent shall have received evidence reasonably
satisfactory to it that all premiums in respect of each such Title Policy, and
all charges for mortgage recording tax and all related expenses, if any, have
been paid.  The Administrative Agent
shall have also received a copy of all recorded documents referred to, or
listed as exceptions to title in, each Title Policy referred to in this
subsection and a copy of all other documents affecting each Mortgaged Property
encumbered by a Mortgage as shall have been reasonably requested by the
Administrative Agent; notwithstanding the foregoing, within 60 days after the
Effective Date (subject to extension in the discretion of the Administrative
Agent) the Borrower will deliver to the Administrative Agent (i) a survey
with respect to the Property located at 54 College Avenue, 13 Maple Street, 15
Maple Street (formerly 19 Maple Street) and 5 Ash Street, Waterville, Maine
(Kennebec County); (ii) an updated Title Policy with 


 


76

















 


respect to the Property
located at 54 College Avenue, 13 Maple Street, 15 Maple Street (formerly 19
Maple Street) and 5 Ash Street, Waterville, Maine (Kennebec County), together
with the deletion of the standard survey exception from Schedule B of said
Title Policy and the inclusion of all survey related endorsements including
address, assessments, contiguity, land same as survey, public street access,
restrictions, encroachments and minerals, tax lot and any other endorsements
reasonably requested by Administrative Agent; and (iii) a zoning report
with respect to the Property located at 1500 Bluegrass Lakes Parkway,
Alpharetta, Georgia (Forsyth County).


 


(k)     Insurance.  The Administrative Agent shall have received
insurance certificates satisfying the requirements of Section 5.24 and the
Guarantee and Collateral Agreement.


 


(l)      PATRIOT Act.  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 Effective Date.


 


(m)    Repayment of Existing Credit Agreement.  Concurrently with the initial funding of the
Loans on the Effective Date, Holdings shall effectuate the Existing Credit
Agreement Repayment.


 


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), and of the
Issuing Bank to issue, increase, renew or extend any Letter 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.


 


Each borrowing by and each issuance,
increase, renewal or extension 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 borrowing, issuance, renewal, extension or
increase that the conditions contained in this Section 6.2 have been
satisfied.


 


SECTION 7.   AFFIRMATIVE
COVENANTS


 


Each of Holdings and 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, Holdings and the Borrower shall and shall cause each of their
Subsidiaries to:


 


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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 Holdings, a copy of the
audited consolidated balance sheet of Holdings 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 Holdings, the unaudited consolidated balance
sheet of Holdings 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 of
such quarter, setting forth in each case in comparative form the figures for
the previous year, certified by a Responsible Officer of Holdings 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. 
Any financial statements required to be delivered pursuant to this Section 7.1
and any financial statements or reports required to be delivered pursuant to
clause (f) of Section 7.2 shall be deemed to have been furnished
to the Administrative Agent on the date that (i) such financial statements
or report (as applicable) is posted on the Securities and Exchange Commission’s
website at www.sec.gov or the website for Holdings and (ii) the
Administrative Agent has been provided written notice of such posting.


 


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 of Holdings 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 


 


78

















 


with the provisions of this
Agreement referred to therein as of the last day of the fiscal quarter or
fiscal year of Holdings, 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 Holdings, a
detailed consolidated budget for the following fiscal year (including a
projected consolidated balance sheet of Holdings 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 of Holdings 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 Holdings 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 Holdings
and within 45 days after the end of each other fiscal quarter of Holdings,
a narrative discussion and analysis of the financial condition and results of
operations of Holdings 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 Holdings 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 Holdings may make to, or file with, the SEC (it being understood
that such financial statements or reports may be furnished as contemplated by
the last sentence of Section 7.1);


 


(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 


 


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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.


 


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 $20,000,000 or more and not covered by insurance, (ii) in
which injunctive or similar relief is sought, 


 


80
















 


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 Holdings
or 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 Holdings or 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 Holdings 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 Holdings or 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.


 


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 Holdings
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
Holdings and 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 


 


81

















 


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 Holdings, the Borrower or any other 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) and (z) any property expressly excluded from the granting
clause in Section 3 of the Guarantee and Collateral Agreement) 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 $1,000,000 acquired after the Effective Date
by the Borrower, Holdings or any other Guarantor (other than any such real
property subject to a Lien 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, Holdings or any other
Guarantor that is a Domestic Subsidiary if the aggregate principal amount of
all such Indebtedness of the Borrower, Holdings and other 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 


 


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priority security interest
in the Capital Stock of such new Subsidiary that is owned by the Borrower,
Holdings or any other 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 (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 owned by the Borrower or any 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 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 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 


 


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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 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 Agent and the Lenders with
respect to the 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 Guarantor 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,
Holdings and 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 any Group Member for such governmental consent,
approval, recording, qualification or authorization.


 


7.11.                     Use of Proceeds.  Use the proceeds of the Term Loans to
effectuate the Existing Credit Agreement Repayment, to pay fees and expenses
related to the Transactions and for general corporate purposes, including
repurchases of the Capital Stock of Holdings permitted pursuant to Section 8.6(b).  Use the proceeds of the Revolving Facilities
to effectuate the Existing Credit Agreement Repayment and for general corporate
purposes, including Permitted Acquisitions. 
Use the Letters of Credit to support obligations incurred by Holdings
and its Subsidiaries for general corporate purposes.


 


7.12.                     [Intentionally
Omitted.]


 


7.13.                     [Intentionally Omitted.]


 


7.14.                     Lease Amendment.  Holdings and 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 (as
amended) 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


 


Each of Holdings and 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, each of Holdings and the Borrower shall not, and shall not permit
any of their 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
Holdings to exceed the ratio set forth below with respect to such fiscal
quarter or with respect to the period during which such fiscal quarter ends:


 


	
  Fiscal
  Quarter Ending

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  June 30,
  2008 through September 30, 2009

  	
   

  	
  4.25
  to 1.00

  
	
   

  	
   

  	
   

  
	
  December 31,
  2009 through March 31, 2012

  	
   

  	
  5.75
  to 1.00

  
	
   

  	
   

  	
   

  
	
  June 30,
  2012

  	
   

  	
  5.50
  to 1.00

  
	
   

  	
   

  	
   

  
	
  September 30,
  2012 and thereafter

  	
   

  	
  5.25
  to 1.00

  



 


(b)  [Intentionally
Omitted.]


 


(c)  Consolidated
Senior Debt Ratio.  Permit the
Consolidated Senior Debt Ratio as at the last day of any fiscal quarter of
Holdings to exceed the ratio set forth below with respect to such fiscal
quarter or with respect to the period during which such fiscal quarter ends:


 


	
  Fiscal
  Quarter Ending

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  June 30,
  2008 through September 30, 2009

  	
   

  	
  2.50
  to 1.00

  
	
   

  	
   

  	
   

  
	
  December 31,
  2009 through June 30, 2012

  	
   

  	
  2.75
  to 1.00

  
	
   

  	
   

  	
   

  
	
  September 30,
  2012 and thereafter

  	
   

  	
  2.50
  to 1.00

  



 


(d)  Consolidated
Interest Coverage Ratio.  Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters of Holdings to be less than the ratio set forth below with respect to
such period or with respect to the period during which such four consecutive
fiscal quarters ends:


 


85

















 


	
  Four
  Consecutive Fiscal Quarters Ending

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  On
  or prior to September 30, 2009

  	
   

  	
  3.50
  to 1.00

  
	
   

  	
   

  	
   

  
	
  December 31,
  2009 through June 30, 2010

  	
   

  	
  2.50
  to 1.00

  
	
   

  	
   

  	
   

  
	
  September 30,
  2010 and thereafter

  	
   

  	
  2.25
  to 1.00

  



 


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.


 


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
Holdings to any Subsidiary, (ii) of the Borrower or any Subsidiary
Guarantor to Holdings 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 Guarantor;


 


(c)               Guarantee
Obligations incurred in the ordinary course of business by Holdings or any of
its Subsidiaries of obligations of any Loan Party and, subject to Section 8.8(j),
of any Non-Guarantor Subsidiary, and Guarantee Obligations incurred by Holdings
or any of its Subsidiaries in respect of or constituting Italian Concession
Obligations described in clause (a) or (b) of the definition thereof;


 


(d)              Indebtedness
outstanding on the 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);


 


(e)               Indebtedness of
Holdings 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
$75,000,000 at any time outstanding;


 


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(f)                (i)        Indebtedness of
Holdings in respect of (x) the 2004 Senior Subordinated Notes in an
aggregate principal amount not to exceed the principal amount thereof
outstanding on the Effective Date and (y) the Convertible Senior
Subordinated Debentures in an aggregate principal amount not to exceed the
principal amount thereof outstanding on the Effective Date and (ii) Guarantee
Obligations of the Borrower or any Subsidiary Guarantor in respect of such
Indebtedness; provided that such Guarantee Obligations are subordinated
to the same extent as the obligations of Holdings in respect of the related
Senior Subordinated Securities;


 


(g)               additional
Indebtedness of the Borrower or any of the Guarantors in an aggregate principal
amount (for the Borrower and all Guarantors) not to exceed $75,000,000 at any
one time outstanding;


 


(h)              additional
Indebtedness of Non-Guarantor Subsidiaries in an aggregate principal amount
(for all such Subsidiaries) not to exceed $250,000,000 at any one time
outstanding, provided that, any such Indebtedness that is recourse to
(including pursuant to any Guarantee Obligations of) any Loan Party shall be
counted against the limit imposed by the proviso to clause (j) of Section 8.8;
provided  further that unless (i) the Consolidated Leverage
Ratio as of the last day of the most recently ended fiscal quarter of Holdings
for which financial statements have been delivered pursuant to Section 7.1(a) or
(b), as applicable, determined after giving effect to the incurrence of such
Indebtedness, is less than 3.00:1.00 or (ii) none of the Applicable Senior
Debt is then outstanding, within 60 days of the incurrence of any such
Indebtedness in excess of $100,000,000, an amount equal to 100% of the Net Cash
Proceeds thereof (or, if the Consolidated Leverage Ratio referred to in clause (i) above,
determined after giving effect to the incurrence of such Indebtedness and the
prepayment of an amount equal to less than 100% of such Net Cash Proceeds would
be less than 3.00:1.00, such lesser amount) shall be applied (x) toward
the prepayment of GD Earnout Notes or (y) ratably (based on the aggregate
principal amount of such Indebtedness then outstanding) toward the prepayment
of 2004 Senior Subordinated Notes and Term Loans as set forth in Section 4.2(d) (or
a combination thereof) or, if all Term Loans have been repaid, toward the
prepayment of any other outstanding senior secured Indebtedness (other than
Revolving Loans) of any Group Member that ranks pari passu in right of payment with the Loans (such
Indebtedness, together with the 2004 Senior Subordinated Notes, GD Earnout
Notes and Term Loans, the “Applicable Senior Debt”);


 


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


 


(j)                 unsecured
obligations pursuant to “earnout” provisions in respect of the Global Draw
Acquisition, the Racing Venue Acquisition, the Games Media Acquisition and
Permitted Acquisitions;


 


(k)              [Reserved];


 


(l)                  Permitted
Additional Subordinated Debt;


 


87

















 


(m)          Permitted
Additional Senior Indebtedness;


 


(n)              Indebtedness of
any Person that becomes a Subsidiary pursuant to a Permitted Acquisition after
the Effective Date, provided that such Indebtedness exists at the time such
Person becomes a Subsidiary and is not created in contemplation of or in
connection with such Person becoming a Subsidiary, provided further that (A) such
Indebtedness shall not be guaranteed by a guarantor that is not a guarantor of
such Indebtedness immediately prior to such Person becoming a Subsidiary and (B) the
aggregate principal amount of Indebtedness permitted by this clause (n) shall
not exceed $50,000,000 at any time outstanding and (ii) any refinancings,
refundings, renewals or extensions of such Indebtedness (without increasing the
principal amount thereof, shortening the maturity thereof or decreasing the
weighted average life thereof);


 


(o)              (i) Indebtedness
of the Borrower in respect of the 2008 Senior Subordinated Notes in an
aggregate principal amount not to exceed the principal amount thereof
originally issued and (ii) Guarantee Obligations of any 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;


 


(p)              Indebtedness in
respect of any GD Earnout Notes;


 


(q)              Indebtedness of
Holdings or any Subsidiary of Holdings incurred (and the proceeds of which are
actually used) to fund Investments pursuant to, or to finance the operations of
the businesses provided for in, Section 8.8(x) in an aggregate
principal amount not to exceed $55,000,000;


 


(r)                 Indebtedness of
Holdings or any of its Subsidiaries in the form of amounts payable to vendors
(with payment terms providing for payment on a date one year or more after the
date of purchase) for the purchase of assets from such vendors in the ordinary
course of business in an aggregate principal amount not to exceed $15,000,000
at any one time outstanding; and


 


(s)                Indebtedness of
Holdings or any of its Subsidiaries in the form of rental payments or asset
management fees paid to any Playtech Joint Venture pursuant to Section 10.3.5
of the U.K. Terminal Agreement or any provision in any other Playtech Agreement
providing for the payment of similarly structured asset management fees or
rental payments to any Playtech Joint Venture.


 


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 Holdings
or its Subsidiaries, as the case may be, in conformity with GAAP;


 


88

















 


(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 Holdings 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 Holdings and its Subsidiaries;


 


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


 


89

















 


(m)          Liens on fixed
or capital assets acquired, constructed or improved by Holdings 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 Holdings 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 Holdings or any Subsidiary in
the ordinary course of its business and covering only the assets so leased;


 


(p)              Liens securing
Indebtedness of the Borrower or any 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 Holdings 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, Holdings or any of its Subsidiaries
shall cause, within 75 days after the date that is the earlier of (A) the
date that Holdings 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 Holdings 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
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;


 


(r)                 any Lien
existing on any property or asset prior to the acquisition thereof by Holdings
or any Subsidiary or existing on any property or asset of any Person that
becomes a Subsidiary after the Effective Date 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 Holdings or any Subsidiary, (iii) such Lien
does not secure Indebtedness (other than Indebtedness permitted in Section 8.2
(n)) 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 (and, 


 


90
















 


in the case of any such
Liens securing Indebtedness permitted by Section 8.2(n), any refinancings,
refundings, renewals or extensions thereof (without increasing the principal
amount thereof, shortening the maturity thereof or decreasing the weighted average
life thereof) permitted by such Section 8.2(n));


 


(s)                Liens in favor
of the holders of any Permitted Additional Senior Indebtedness or Senior
Subordinated Securities (or any trustee or agent therefor) on funds deposited
pursuant to any arrangement for defeasance or segregation of funds for the
payment of such Indebtedness in compliance with Section 8.9(a);


 


(t)                 Liens not
otherwise permitted by this Section 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 Holdings and all Subsidiaries)
$25,000,000 at any one time; and


 


(u)              rights of any
vendor to repurchase, at a discount to the original purchase price, assets sold
by such vendor resulting in Indebtedness permitted by Section 8.2(r); provided
that any such repurchase right (i) may be exercised only if there is a
default in payment of such Indebtedness and (ii) shall be expressly (in
writing) junior to any Liens on such assets created pursuant to the Security
Documents.


 


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
(other than the Borrower) of Holdings or the Borrower may be merged or
consolidated with or into Holdings or the Borrower (provided that
Holdings or the Borrower, as applicable, 
shall be the continuing or surviving Person) or with or into any
Subsidiary Guarantor (provided that a 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)              any Subsidiary
of Holdings (other than the Borrower) may Dispose of any or all of its assets
(upon voluntary liquidation or otherwise) (i) to the Borrower or any
Guarantor or, subject to Section 8.8(j), any Non-Guarantor Subsidiary or (ii) pursuant
to Dispositions permitted by clause (e) of Section 8.5; 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;


 


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


 


(d)              Holdings may
liquidate, wind up or dissolve the Peru Investments; and


 


91

















 


(e)               any Subsidiary
of Holdings (other than the Borrower) may be merged or consolidated with
another Person in order to effect an Investment permitted by clause (k), (l) or
(n) of Section 8.8.


 


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;


 


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


 


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


 


(e)               (i) Dispositions
of other Property (other than any Disposition of less than all of the Capital
Stock of any Subsidiary then owned by the Group Members or any Disposition that
results in the Borrower ceasing to be a Wholly Owned Subsidiary of Holdings) or
(ii) Dispositions of minority interests in joint ventures or any
Non-Guarantor Subsidiary, having a fair market value (in the aggregate, for all
Dispositions pursuant to clauses (i) and (ii)) not to exceed $200,000,000
in the aggregate for all such Dispositions during the period commencing on the
Effective Date through the term of this Agreement, provided that (A) the
consideration received in any such Disposition shall be in an amount at least
equal to the fair market value of such Property, (B) at least 75% of the
consideration received in any such Disposition shall be in cash, provided
that (1) 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 or an Affiliate
thereof and (2) the amount of consideration received for Dispositions of
Property having a fair market value not to exceed $25,000,000 in the aggregate
for all such Dispositions during the period commencing on the Effective Date
through the term of this Agreement shall not be subject to this clause (B) or
considered for purposes of determining compliance with any portion of this
clause (B), (C) the Net Cash Proceeds of any such Dispositions shall be
applied to prepay Term Loans to the extent required pursuant to Section 4.2(c) and
(D) the amount of consideration received in a Disposition of the Capital
Stock of (x) Sciplay by the Borrower (or an Affiliate thereof) to a
Playtech Entity pursuant to and as contemplated by the U.S. Internet Gaming
Joint Venture Agreement, as in effect on the date hereof, upon the occurrence
of certain termination events as set forth therein, (y) Sciplay
International by Scientific Games Global Gaming S.à r.l. (or an Affiliate
thereof) to a Playtech Entity pursuant to and as contemplated by the
International Internet Gaming Joint Venture Agreement, as in effect on the date
hereof, upon the occurrence of certain termination events as set forth therein
or (z) any other Playtech Joint Venture by the Borrower (or an Affiliate
thereof) to a Playtech Entity pursuant to and as contemplated by any Playtech
Agreement with respect to such other Playtech Joint Venture upon the 


 


92

















 


occurrence of certain
termination events as set forth therein (1) shall be excluded for purposes
of determining compliance with the limit on the aggregate fair market value of
Dispositions permitted pursuant to this paragraph (e) and (2) shall
not be required to comply with clause (A) above to the extent that the
amount of such consideration is determined pursuant to Section 6.3(c)(i)(A) of
the U.S. Internet Gaming Joint Venture Agreement or Section 6.3(c)(i)(A) of
the International Internet Gaming Joint Venture Agreement, or any other
provision of any Playtech Agreement with terms substantially similar to those
set forth in the provisions of the Internet J.V. Agreements referred to in this
clause (2) (including, but not limited to, with respect to the termination
events in respect of which such provisions are applicable and the extent to
which such consideration may be less than the fair market value of such Capital
Stock), respectively; provided  further that the fair market value
of Capital Stock Disposed of pursuant to clause (z) above shall not exceed
$25,000,000 in the aggregate;


 


(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);


 


(g)               Dispositions of
the Peru Investments;


 


(h)              leases or
sub-leases entered into, as lessor, in the ordinary course of business, to the
extent they do not materially interfere with the business of Holdings, the
Borrower or any Subsidiary;


 


(i)                  the sale,
liquidation or other Disposition of Cash Equivalents in the ordinary course of
business for consideration consisting of cash or Cash Equivalents;


 


(j)                 Dispositions of
Property (other than Capital Stock of the Borrower) pursuant to an Investment
permitted by clause (i) of Section 8.8;


 


(k)              Dispositions of
Property (other than Capital Stock of the Borrower or of any Subsidiary
Guarantor or Domestic Subsidiary) pursuant to an Investment permitted by clause
(j) or (v) of Section 8.8, valued at the fair market value of
the Property so disposed of;


 


(l)                  Dispositions of
any interest held by Holdings, the Borrower or any Subsidiary in any Italian
Concession Vehicle to another Italian Concession Vehicle in which Holdings, the
Borrower or any Subsidiary has (or, following such transfer, will have) an
interest at least equal to such interest being transferred;


 


(m)          Dispositions of
Property (other than (i) Capital Stock of the Borrower and (ii) less
than all the Capital Stock owned by the Group Members of any other Subsidiary
that is a Subsidiary Guarantor or Domestic Subsidiary or that is owned directly
by a Loan Party) pursuant to an Investment permitted by clause (k), (l), (n), (t) or
(x) of Section 8.8, valued at the fair market value of the Property
so disposed of; provided that the aggregate fair market value of all
Property Disposed of pursuant to this clause (m) shall not exceed
$125,000,000 during the term of this Agreement; provided that such
aggregate fair 


 


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market value may exceed $125,000,000
by an amount equal to the amount then available for Dispositions pursuant to
clause (e) of this Section 8.5, which availability under such clause (e) shall
be reduced by an amount equal to the fair market value of the Property Disposed
of pursuant to this proviso;


 


(n)              Dispositions
permitted by Section 8.3(u);


 


(o)              the Racing
Business Disposition;


 


(p)              the sale of any
or all of the Capital Stock and/or the issuance of additional Capital Stock
(other than Disqualified Stock) of any Non-Guarantor Subsidiary then owned by
any Group Member to any Person, provided that (i) the consideration
received in any such sale or issuance shall be in an amount at least equal to
the fair market value of such Capital Stock at the time of such sale or
issuance, (ii) 100% of the consideration received in any such sale or
issuance shall be in cash, and (iii) unless none of the Applicable Senior
Debt is then outstanding, within 60 days following any such sale or issuance, (A) an
amount equal to the lesser of (x) such Net Cash Proceeds and (y) such
amount that causes the Consolidated Leverage Ratio as of the last day of the
most recently ended fiscal quarter of Holdings for which financial statements
have been delivered pursuant to Section 7.1(a) or (b), as applicable,
determined after giving effect to such sale or issuance and the prepayment
required by this Section 8.5(p), to be less than 4.00:1.00 but
greater than or equal to 3.00:1.00 and (B) if any Net Cash Proceeds remain
after giving effect to the prepayment contemplated by clause (A) above, an
amount equal to the lesser of (x) 75% of such Net Cash Proceeds and (y) such
amount that causes the Consolidated Leverage Ratio as of the last day of
the most recently ended fiscal quarter of Holdings for which financial statements
have been delivered pursuant to Section 7.1(a) or (b), as applicable,
determined after giving effect to such sale or issuance and the prepayment
required by this Section 8.5(p), to be less than 3.00:1.00, shall be
applied (1) toward the prepayment of GD Earnout Notes or (2) ratably
(based on the aggregate principal amount of such Indebtedness then outstanding)
toward the prepayment of 2004 Senior Subordinated Notes and Term Loans as set
forth in Section 4.2(d) (or a combination thereof) or, if all Term Loans
have been repaid, toward the prepayment of any other outstanding senior secured
Indebtedness (other than Revolving Loans) of any Group Member that ranks pari passu in right of payment with the
Loans; provided that notwithstanding the foregoing, no prepayment shall
be required to be made pursuant to this Section 8.5(p) if the
Consolidated Leverage Ratio as of the last day of the most recently ended
fiscal quarter of Holdings for which financial statements have been delivered
pursuant to Section 7.1(a) or (b), as applicable, determined prior to
giving effect to any contemplated prepayment required by this Section 8.5(p) but
after giving effect to such sale or issuance, is less than 3.00:1.00;


 


(q)              Dispositions
pursuant to the terms of any intellectual property license agreement entered
into in the ordinary course of business requiring Holdings or any Subsidiary of
Holdings to assign back to any licensor under any such license agreement any
interest Holdings or such Subsidiary may acquire from time to time in the
intellectual property subject to such license agreement; and


 


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(r)                 Dispositions of
interests held by Holdings, the Borrower or any Subsidiary in any Person (other
than any Wholly Owned Subsidiary of Holdings) that as of the last day of the
most recently ended fiscal quarter of Holdings for which financial statements
have been delivered pursuant to Section 7.1(a) or (b), as applicable,
accounted for less than $20,000,000 of Consolidated EBITDA for the period of
four fiscal quarters then ended and with respect to which a Compliance Event
has occurred and is continuing; provided that (i) the consideration
received in any such Disposition shall be in an amount at least equal to the
fair market value of such interests, (ii) 100% of the consideration
received in such Disposition shall be in cash and (iii) 100% the Net Cash
Proceeds shall be applied toward the prepayment of Term Loans as set forth in Section 4.2(d) or,
if all Term Loans have been repaid, toward the prepayment of any other
outstanding senior secured Indebtedness (other than Revolving Loans) of any
Group Member that ranks pari passu
in right of payment with the Loans.


 


(s)                Dispositions by
Holdings, the Borrower or any Subsidiary of the Capital Stock of Sportech Plc; provided
that (i) the consideration received in any such Disposition shall be in an
amount at least equal to the fair market value of such Capital Stock, (ii) 100%
of the consideration received in such Disposition shall be in cash and (iii) 100%
the Net Cash Proceeds shall be applied toward the prepayment of Term Loans to
the extent required by Section 4.2(c).


 


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


 


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


 


(b)              Holdings 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
Holdings’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 Holdings or any of its Subsidiaries pursuant to this
clause (x), (y) shares of Holdings’s Capital Stock held by directors,
executive officers, members of management or employees of Holdings 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 Holdings
pursuant to this clause (y) does not exceed $5,000,000 in any fiscal
year of Holdings and (z) shares of Holdings’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) Holdings is in compliance with Section 8.1 as
of the last day of the most recently ended fiscal quarter of Holdings for which
financial statements are available at the time, determined on a Pro Forma
Basis, (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 


 


95

















 


aggregate amount expended
for repurchases pursuant to this clause (z) shall not exceed an amount
equal to the sum of (i) $200,000,000 in the aggregate during the period
commencing on the Effective Date through the term of this Agreement plus (ii) the
then unused Permitted Expenditure Amount at the time of the relevant
repurchase; provided that, if any repurchase is to be made pursuant to
this clause (z), such repurchase shall not be permitted based on sub-clause (ii) above
(the Permitted Expenditure Amount) unless the Consolidated Senior Debt Ratio on
a Pro Forma Basis would be at least 0.25 below the level required by Section 8.1(c) as
of the end of such fiscal quarter;


 


(c)               Holdings may
make Restricted Payments pursuant to and in accordance with the Hedge
Agreements permitted by clauses (c) and (d) of Section 8.16;
provided that, with respect to the Hedge Agreements permitted by clause (d) of
Section 8.16, the aggregate amount of all such Restricted Payments minus
cash received from counterparties to such Hedge Agreements upon entering into
such Hedge Agreements shall not exceed $40,000,000 during the period commencing
on the Effective Date through the term of this Agreement;


 


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


 


(e)               Holdings may
make dividend payments payable solely in its Capital Stock (other than
Disqualified 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)              Investments in
Cash Equivalents;


 


(c)               Guarantee
Obligations permitted by Section 8.2;


 


(d)              loans and
advances to employees of any Group Member 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 Effective Date and listed on Schedule 8.8(f);


 


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(g)               Investments
consisting of non-cash consideration received by Holdings and its Subsidiaries
in connection with any Disposition of assets permitted under Section 8.5(e) in
an aggregate amount not to exceed $100,000,000 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 Holdings and its Subsidiaries (of the type
described in the definition of the term Reinvestment Notice) made by Holdings
or any of its Subsidiaries with the proceeds of any Reinvestment Deferred
Amount, subject to the limitations in clauses (j) and (k) of
this Section in the case of any such Investment in or by a Non-Guarantor
Subsidiary with any such proceeds received by the Borrower or a Guarantor;


 


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


 


(j)                 intercompany
Investments by Holdings 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 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) $200,000,000,
plus (ii) the amount of Capital Stock (other than Disqualified Stock)
issued by Holdings in exchange for such Investment, plus (iii) the
amount of Capital Stock (other than Disqualified Stock) of Holdings and
Permitted Additional Subordinated Debt issued to finance such Investment; provided
further that solely for purposes of determining compliance with the
limits set forth in clause (i) of the foregoing proviso, the amount of any
such Investment made in a Non-Guarantor Subsidiary shall be excluded to the
extent such Investment is contributed or made, directly or indirectly, to an
Italian Concession Vehicle and used to fund or satisfy Italian Concession
Obligations or is otherwise used to fund or satisfy Italian Concession
Obligations;


 


(k)              Investments
consisting of acquisitions of Capital Stock or assets pursuant to a Permitted
Acquisition; provided that (i) the aggregate amount of all such
Investments in Non-Guarantor Subsidiaries (excluding those (1) made with
Capital Stock (other than Disqualified Stock) of Holdings and (2) financed
with the issuance of Capital Stock (other than Disqualified Stock) of Holdings
or Permitted Additional Subordinated Debt) shall not exceed $250,000,000 at any
time during the period commencing on the Effective Date through 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) Holdings is in compliance with Section 8.1,
as of the last day of the most recently ended fiscal quarter of Holdings for
which financial statements 


 


97

















 


are available at the time,
determined on a Pro Forma Basis, 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 (valued at cost, without giving effect to any write-down or write-off of
any such Investments) not to exceed $75,000,000;


 


(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
Holdings 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 $25,000,000 during the period commencing on the Effective Date
through the term of this Agreement;


 


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


 


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


 


(q)              the Peru
Investments;


 


(r)                 to the extent
constituting Investments, the Hedge Agreements permitted by clauses (c) and
(d) of Section 8.16;


 


(s)                to the extent
constituting Investments, the repurchase by Holdings of its Capital Stock
pursuant to clause (b) of Section 8.6;


 


(t)                 Investments to
fund or satisfy any Italian Concession Obligations, including any Investment in
any Italian Concession Vehicle (or its equity holders or members) used by or on
behalf of any Italian Concession Vehicle (or its equity holders or members) to
fund or satisfy any Italian Concession Obligations;


 


(u)              Investments
consisting of any Disposition permitted by clause (l) of Section 8.5;


 


(v)              Investments by
Holdings or any of its Subsidiaries in Sciplay, Sciplay International or any
other Playtech Joint Venture (i) in an aggregate amount (valued at cost,
without giving effect to any write-down or write-off of any such Investments)
not to exceed $40,000,000 at any time and (ii) in order to fund any
capital expenditures of Sciplay, Sciplay International or any other Playtech
Joint Venture, as the case may be, in relation to customer contracts, in an
aggregate amount (valued at cost, without giving 


 


98

















 


effect to any write-down or
write-off of any such Investments) not to exceed $50,000,000 at any time;


 


(w)            Investments by
the Borrower (or an Affiliate thereof) in the Capital Stock of (i) Sciplay
pursuant to the provisions of the U.S. Internet Gaming Joint Venture Agreement,
as in effect on the date hereof, which contemplate the purchase of such Capital
Stock from a Playtech Entity following the occurrence of certain termination
events as set forth therein, (ii) Sciplay International pursuant to the
provisions of the International Internet Gaming Joint Venture Agreement, as in
effect on the date hereof,  which
contemplate the purchase of such Capital Stock from a Playtech Entity following
the occurrence of certain termination events as set forth therein and (iii) any
other Playtech Joint Venture pursuant to the provisions of any Playtech
Agreement with respect to such other Playtech Joint Venture which contemplates
the purchase of such Capital Stock from a Playtech Entity following the
occurrence of certain termination events as set forth therein in an aggregate
amount (valued at cost, without giving effect to any write-down or write-off of
any such Investments) for all Investments pursuant to this clause (iii) not
to exceed $25,000,000; and


 


(x)              Investments
consisting of consideration received for the Racing Business Disposition and
Investments in the GLB Business and CSL Retailer Consignment Business in an
aggregate amount (valued at cost without giving effect to any write-down or
write-off of any such Investments) for all Investments pursuant to this
paragraph (x) not to exceed $100,000,000 minus the amount of any
Indebtedness incurred pursuant to Section 8.2(q) by any Group Member
that is conducting the GLB Business or the CSL Retailer Consignment Business.


 


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 Permitted Additional Senior Indebtedness or Senior Subordinated
Securities; provided that the Borrower or any Guarantor 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 (1) the
Permitted Additional Senior Indebtedness to the extent permitted in clause (a) of
the definition of the term “Permitted Additional Senior Indebtedness”, (2) the
Permitted Additional Senior Indebtedness or the Senior Subordinated Securities
so long as (x) no Default or Event of Default shall have occurred and be
continuing or would result therefrom, (y) as of the last day of the most
recently ended fiscal quarter of Holdings for which financial statements are
available at the time, the Consolidated Senior Debt Ratio on a Pro Forma Basis
would be at least 0.25 below the level required by Section 8.1(c) as
of the end of such 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, (3) the
Convertible Senior Subordinated Debentures or the Senior Subordinated Notes, in
each case with the Net Cash Proceeds of Permitted Refinancing Securities or (4) the
Permitted Additional Senior Indebtedness or Senior Subordinated Securities (x) in
each case to the extent constituting Applicable Senior Debt, pursuant to and to
the extent permitted by Section 8.2(h) or Section 


 


99

















 


8.5(p), and (y) if none of the Applicable
Senior Debt is then outstanding, with the Net Cash Proceeds retained by
Holdings or any of its Subsidiaries pursuant to Section 8.2(h) or Section 8.5(p),
(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
Permitted Additional Senior Indebtedness or 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; provided
that, notwithstanding clause (ii)(B) above, the Borrower or any
Guarantor may pay fees with respect to any amendment, modification, waiver or
other change to any of the terms of the Senior Subordinated Securities so long
as (x) no Default has occurred and is continuing or would result therefrom
and (y) the aggregate amount of all such fees so paid does not exceed
$10,000,000.


 


(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) Holdings is in
compliance with Section 8.1, as of the last day of the most recently ended
fiscal quarter of Holdings for which financial statements are available at the
time, determined on a Pro Forma Basis, 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 transactions between or among Loan Parties) unless such transaction
is (a) otherwise not prohibited by this Agreement, and (b) 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 clause (b) 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 Loan Party and any Non-Guarantor Subsidiary to the extent such transaction is
no less favorable to such Loan Party 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 (a) 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 


 


100
















 


Holdings’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 Holdings’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 or (b) between a Loan Party and another Loan Party or between a
Non-Guarantor Subsidiary and another Non-Guarantor Subsidiary.


 


8.12.                        Changes in
Fiscal Periods.  Permit the fiscal year of Holdings to
end on a day other than December 31 or change Holdings’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), (o) and
(s), provided that, in each case, any prohibition or limitation shall
only be effective against the assets subject to the applicable Lien, (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), (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 Holdings 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 Holdings and its consolidated Subsidiaries in
accordance with GAAP, (f) any agreements entered into in the ordinary
course of business which contain customary provisions restricting assignments
of such agreements, (g) the provisions of any Playtech Agreement
prohibiting Liens on any intellectual property relating to any central
monitoring and control systems of any Group Member or any joint content or
other intellectual property that is jointly owned by any Playtech Entity and
any Group Member, in each case in which any Loan Party has any rights and (h) the
provisions of the Internet JV Agreements and any other Playtech Agreement
prohibiting Liens on any of the Capital Stock of Sciplay, Sciplay International
or any other Playtech Joint Venture in which any Loan Party has any rights.


 


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 Holdings to (a) make Restricted
Payments in respect of any Capital Stock of such Subsidiary held by, or pay any
Indebtedness owed to, Holdings or any other Subsidiary of Holdings, (b) make
loans or advances to, or other Investments in, Holdings or any other Subsidiary
of Holdings or (c) transfer ownership of any of its assets to Holdings or
any other Subsidiary of Holdings, except for such encumbrances or restrictions
existing under or by reason of (i) any restrictions existing under the
Loan Documents, (ii) any restrictions with respect to a Subsidiary 


 


101

















 


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, (iii) any
restrictions imposed by customary provisions in agreements entered into in the
ordinary course of business restricting the assignment thereof, (iv) any customary
restrictions imposed by any agreement governing Indebtedness permitted by Section 8.2(h) or
(n) if such restrictions apply only to the Subsidiary incurring such
Indebtedness or any of its Subsidiaries and (v) any restrictions imposed
by the provisions of the Internet JV Agreements or any other Playtech Agreement
restricting the transfer of the Capital Stock of Sciplay, Sciplay International
or any other Playtech Joint Venture.


 


8.15.                        Lines of
Business.  Enter into any business, either
directly or through any Subsidiary, except for those businesses in which
Holdings 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 Holdings or the Borrower to hedge or mitigate risks
to which Holdings 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 Holdings 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, (d) Hedge Agreements entered
into in order to effectively hedge or mitigate risks associated with any
Permitted Additional Subordinated Debt that is convertible into Equity
Interests of Holdings, which Hedge Agreements are, other than with respect to
pricing terms, substantially similar to the Convertible Debentures Options
Transactions and (e) other Hedge Agreements entered into to hedge or
mitigate risks to which Holdings or any Subsidiary has exposure that do not
involve any risk of payment required to be made by Holdings 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 or financial or
other statement furnished by it at any time under or in connection with this 


 


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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 Holdings and 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


 


(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 


 


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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 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 Holdings, 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) Holdings, 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 $20,000,000 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 Holdings; (ii) the board of directors
of Holdings shall cease to consist of a majority of Continuing Directors; (iii) a
Specified Change of Control shall occur; or (iv) the Borrower shall cease
to be a Wholly Owned Subsidiary of Holdings; or


 


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(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 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
Holdings or 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 will, independently and without reliance upon any Agent or any other
Lender, and based on such 


 


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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 


 


108

















 


not be unreasonably withheld or delayed),
whereupon such successor agent shall 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 Agents.  Each of the Lead Arrangers and the
Syndication Agents, 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.  (a)  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 this Section 11.1; provided
that Incremental Amendments pursuant to and in compliance with Section 4.17
shall not be subject to this Section 11.1. The Required Lenders and each
Loan Party to the relevant Loan Document may, or, with the written consent of
the Required Lenders, the Administrative Agent and each Loan 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 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 


 


109

















 


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; provided that this
clause (i) shall not apply to any amendment, modification or waiver of the
Convertible Debentures Conditions, Subordinated Notes Conditions or Liquidity
Condition; (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 (other than the definition of Majority Facility
Lenders or Super Majority Facility Lenders) 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 the pro rata requirements of Section 4.8(a),
(b) or (c) without the written consent of each Lender 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 Term Facility; (vii) reduce
the percentage specified in the definition of Majority Facility Lenders or
Super 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) amend, modify or waive the Convertible Debentures
Conditions, Subordinated Notes Conditions or Liquidity Condition in a manner
that affects any Facility, in each case without the written consent of the
Super Majority Facility Lenders in respect of such Facility, (xi) 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; or (xii) amend, modify or waive any
provision of Sections 3.7 to 3.14 without the written consent of each
Issuing Lender; 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 the requisite percentage in interest of the affected Class of Lenders
that would be required to consent thereto under this Section if such Class of



 


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Lenders were the only Class of Lenders
hereunder at the time (a “Class Vote”).  Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the affected 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
Holdings, 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.


 


(b)  In connection with
any proposed amendment, modification, waiver or termination (a “Proposed
Change”) requiring the consent of all Lenders or all Lenders directly
affected thereby, if the consent of the Required Lenders (in the case of a
Proposed Change affecting all Lenders or all Lenders directly affected thereby,
not limited to a particular Class) or the Majority Facility Lenders (in the
case of a Proposed Change affecting all Lenders or all directly affected
Lenders of a particular Class), to such Proposed Change is obtained, the
Borrower shall be permitted to replace any Lender whose consent is required but
is not obtained (any such Lender whose consent is not obtained being referred
to as a “Non-Consenting Lender”). 
The Borrower may, at its sole expense and effort, upon notice to such
Non-Consenting Lender and the Administrative Agent, require such Non-Consenting
Lender to assign and delegate (it being understood that all such Non-Consenting
Lenders have granted hereby to the Administrative Agent Power of Attorney to
assign and delegate on their behalf pursuant to this Agreement), without
recourse (in accordance with and subject to the restrictions contained in Section 11.6),
all its interests, rights and obligations under this Agreement (or, with
respect to a Class Vote, at the option of the Borrower, all such Lender’s
interests, rights and obligations with respect to the respective Class of
Loans) to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (i) the
Lender that is acting as the Administrative Agent is not a Non-Consenting
Lender, (ii) the Borrower shall have received the prior written consent of
the Administrative Agent, which consent shall not unreasonably be withheld, (iii) such
Non-Consenting Lender shall have received payment of an amount equal to (x) at
par, all Loans and participations in LC Disbursements being assigned, accrued
interest thereon, accrued fees and all other amounts payable (other than any
fee payable pursuant to Section 4.11) to it with respect thereto from, the
assignee (to the extent of such outstanding principal and accrued interest and
fees) and (y) all other amounts owing hereunder to such Non-Consenting
Lender, from the Borrower (it being understood that, the Borrower shall be
liable to such Non-Consenting Lender under Section 4.11 


 


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if any Eurocurrency Loan
owing to such Non-Consenting Lender shall be purchased other than on the last
day of the Interest Period relating thereto), (iv) the Borrower or such
assignee shall have paid to the Administrative Agent the processing and
recordation fee specified in Section 11.6(b)(ii)(D) and (v) 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
Non-Consenting Lender. Notwithstanding anything to the contrary in this
Agreement, the return of the note held by such Non-Consenting Lender is not a
condition to the effectiveness of any assignment pursuant to this Section 11.1(b).


 


(c)  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 (i) 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 (ii) to include appropriately the Lenders holding
such credit facilities in any determination of the Required Lenders, Majority
Facility Lenders and (if applicable) Super Majority Facility Lenders.


 


(d)  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 Term Loans (“Refinanced Term Loans”) with a replacement
term loan tranche hereunder (“Replacement Term Loans”), provided
that (i) the aggregate principal amount of such Replacement Term Loans shall
not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the
Applicable Margin for such Replacement Term Loans shall not be higher than the
Applicable Margin for such Refinanced Term Loans, (iii) 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 (iv) 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 Term Loans in effect immediately prior to such refinancing.


 


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


 


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(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 (A) JPMorgan
Chase Bank, N.A., 277 Park Avenue, 2nd Floor, New York, NY 10172,
Attention of Ralph Totoonchie (Telecopy No. (917) 463-0120) and (B) in
the case of a Multicurrency Revolving Loan denominated in a Foreign Currency,
J. P. Morgan Europe Limited, 125 London Wall, London EC2Y 5AJ, Attention
of Agency Department, 9th Floor (Telecopy No. 44 207 777 2360)
(Telephone No. 44 207 777 0976);


 


(iii)    if to JPMorgan Chase Bank,
N.A., as Issuing Lender, to 4 New York Plaza, 4th Floor, New York, NY 10004, Attention
of David Gugliotta (Telecopy No. (212) 623-0806), with a copy to
JPMorgan Chase Bank, N.A., 277 Park Avenue, 2nd Floor, New York, New York
10172, Attention of Ralph Totoonchie (Telecopy No. (917) 463-0120);


 


(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


 


(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, any 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,
Holdings 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.


 


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 


 


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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, 11.5, 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
Administrative Agent and the Lead Arranger and their respective Affiliates 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 and their respective Affiliates
for all its costs and reasonable expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the other Loan
Documents and any such other documents (in each case including all costs and
reasonable expenses incurred in connection with any work-out, restructuring,
forbearance or waiver providing relief to the Loan Parties), 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 and their respective Affiliates 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 


 


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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 (without regard to whether or not such Indemnitee is
a party hereto and irrespective of whether any of the foregoing is initiated by
a Loan Party or by a third party), 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,
investigations, litigation, 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, Holdings and the
Borrower agree not to assert and to cause their Subsidiaries not to assert, and
hereby waive and agree to cause their 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.


 


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 


 


115

















 


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; and


 


(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.


 


(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 and Approved Funds shall
be aggregated for purposes of determining compliance with such minimum
assignment amount;


 


(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; and


 


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


 


For purposes of this Section 11.6, the
term “Approved Fund” has the following meaning:


 


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“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.


 


(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, shall 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 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, (C) the Borrower, the Administrative
Agent, the Issuing Lenders and the other 


 


117

















 


Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement and (D) such Lender shall keep
a list on its books and records of such Participants.  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 (b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of 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 4.10 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 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 4.10 unless the Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 4.10 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 confirm that they 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 


 


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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 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.


 


11.10.      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 the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.


 


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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.  Each of Holdings and 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 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 it at its address set forth in Section 11.2 or
at such other address of which the Administrative Agent shall have been
notified pursuant hereto;


 


(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.  Each
of Holdings and 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 Holdings or 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 Holdings and the Borrower, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and


 


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(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 Holdings and 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.


 


(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 pledgee referred to in Section 11.6(d) or 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.  HOLDINGS,
THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR 


 


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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.


 


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