Unassociated Document


    Exhibit
10.7

     

    
      
        
          

        

      

    

     

    Published
CUSIP
Number:                    

     

    SECOND
AMENDED AND RESTATED

     CREDIT
AGREEMENT

     

    Dated as
of June 8, 2009

     

    among

     

    INTERNATIONAL
GAME TECHNOLOGY,

     as
the Borrower,

     

    WELLS
FARGO BANK, N.A.,

     as
Administrative Agent, Swing Line Lender

     and

     L/C
Issuer,

     

    BANK
OF AMERICA, N.A.,

     as
Syndication Agent,

     

    THE
ROYAL BANK OF SCOTLAND PLC,

     

    THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD./

     UNION
BANK OF CALIFORNIA, N.A.

     

    and

     

    MIZUHO
CORPORATE BANK, LTD.,

     as
Co-Documentation Agents,

     

    and

     

    The Other
Lenders Party Hereto

     

    BANC OF AMERICA SECURITIES
LLC,

     

    WELLS
FARGO BANK, N.A.,

     and

     RBS
SECURITIES, INC.,

     as

     Joint
Lead Arrangers and Joint Book Managers

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

     

    
      	 
      	 
      	 
      	
              Page

            
	 
      	 
      	 
      	 
      
	
              ARTICLE
      I.

            	
              DEFINITIONS
      AND ACCOUNTING TERMS

            	 
      	
              1

            
	
              1.01

            	
              Defined
      Terms

            	 
      	
              1

            
	
              1.02

            	
              Other
      Interpretive Provisions

            	 
      	
              28

            
	
              1.03

            	
              Accounting
      Terms

            	 
      	
              28

            
	
              1.04

            	
              Rounding

            	 
      	
              29

            
	
              1.05

            	
              Times
      of Day

            	 
      	
              29

            
	
              1.06

            	
              Letter
      of Credit Amounts

            	 
      	
              29

            
	 
      	 
      	 
      	 
      
	
              ARTICLE
      II.

            	
              THE
      COMMITMENTS AND CREDIT EXTENSIONS

            	 
      	
              29

            
	
              2.01

            	
              Committed
      Loans

            	 
      	
              29

            
	
              2.02

            	
              Borrowings,
      Conversions and Continuations of Committed Loans

            	 
      	
              30

            
	
              2.03

            	
              Letters
      of Credit

            	 
      	
              32

            
	
              2.04

            	
              Swing
      Line Loans

            	 
      	
              41

            
	
              2.05

            	
              Prepayments

            	 
      	
              44

            
	
              2.06

            	
              Termination
      or Reduction of Commitments

            	 
      	
              45

            
	
              2.07

            	
              Repayment
      of Loans

            	 
      	
              46

            
	
              2.08

            	
              Interest

            	 
      	
              46

            
	
              2.09

            	
              Fees

            	 
      	
              47

            
	
              2.10

            	
              Computation
      of Interest and Fees

            	 
      	
              48

            
	
              2.11

            	
              Evidence
      of Debt

            	 
      	
              48

            
	
              2.12

            	
              Payments
      Generally; Administrative Agent’s Clawback

            	 
      	
              48

            
	
              2.13

            	
              Sharing
      of Payments by Lenders

            	 
      	
              50

            
	
              2.14

            	
              Cash
      Collateral for L/C Issuer or Swing Line Lender

            	 
      	
              51

            
	 
      	 
      	 
      	 
      
	
              ARTICLE
      III.

            	
              TAXES,
      YIELD PROTECTION AND ILLEGALITY

            	 
      	
              51

            
	
              3.01

            	
              Taxes

            	 
      	
              51

            
	
              3.02

            	
              Illegality

            	 
      	
              54

            
	
              3.03

            	
              Inability
      to Determine Rates

            	 
      	
              55

            
	
              3.04

            	
              Increased
      Costs; Reserves on Eurodollar Rate Loans

            	 
      	
              55

            
	
              3.05

            	
              Compensation
      for Losses

            	 
      	
              57

            
	
              3.06

            	
              Mitigation
      Obligations; Replacement of Lenders

            	 
      	
              57

            
	
              3.07

            	
              Survival

            	 
      	
              58

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
       

    

    
      	
              ARTICLE
      IV.

            	
              CONDITIONS
      PRECEDENT TO EFFECTIVENESS AND CREDIT EXTENSIONS

            	 
      	
              58

            
	
              4.01

            	
              Conditions
      of Effectiveness

            	 
      	
              58

            
	
              4.02

            	
              Conditions
      to all Credit Extensions

            	 
      	
              59

            
	 
      	 
      	 
      	 
      
	
              ARTICLE
      V.

            	
              REPRESENTATIONS
      AND WARRANTIES

            	 
      	
              60

            
	
              5.01

            	
              Existence,
      Qualification and Power; Compliance with Laws

            	 
      	
              60

            
	
              5.02

            	
              Authorization;
      No Contravention

            	 
      	
              60

            
	
              5.03

            	
              Governmental
      Authorization; Other Consents

            	 
      	
              60

            
	
              5.04

            	
              Binding
      Effect

            	 
      	
              61

            
	
              5.05

            	
              Financial
      Statements; No Material Adverse Effect

            	 
      	
              61

            
	
              5.06

            	
              Litigation

            	 
      	
              61

            
	
              5.07

            	
              No
      Default

            	 
      	
              61

            
	
              5.08

            	
              Ownership
      of Property; Liens

            	 
      	
              62

            
	
              5.09

            	
              Environmental
      Compliance

            	 
      	
              62

            
	
              5.10

            	
              Insurance

            	 
      	
              62

            
	
              5.11

            	
              Taxes

            	 
      	
              62

            
	
              5.12

            	
              ERISA
      Compliance

            	 
      	
              62

            
	
              5.13

            	
              Significant
      Subsidiaries; Equity Interests

            	 
      	
              63

            
	
              5.14

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

            	 
      	
              63

            
	
              5.15

            	
              Disclosure

            	 
      	
              63

            
	
              5.16

            	
              Compliance
      with Laws

            	 
      	
              64

            
	
              5.17

            	
              Intellectual
      Property; Licenses, Etc.

            	 
      	
              64

            
	 
      	 
      	 
      	 
      
	
              ARTICLE
      VI.

            	
              AFFIRMATIVE
      COVENANTS

            	 
      	
              64

            
	
              6.01

            	
              Financial
      Statements

            	 
      	
              64

            
	
              6.02

            	
              Certificates;
      Other Information

            	 
      	
              65

            
	
              6.03

            	
              Notices

            	 
      	
              66

            
	
              6.04

            	
              Payment
      of Obligations

            	 
      	
              67

            
	
              6.05

            	
              Preservation
      of Existence, Etc.

            	 
      	
              67

            
	
              6.06

            	
              Maintenance
      of Properties

            	 
      	
              67

            
	
              6.07

            	
              Maintenance
      of Insurance

            	 
      	
              67

            
	
              6.08

            	
              Compliance
      with Laws

            	 
      	
              67

            
	
              6.09

            	
              Books
      and Records

            	 
      	
              68

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              6.10

            	
              Inspection
      Rights

            	 
      	
              68

            
	
              6.11

            	
              Use
      of Proceeds

            	 
      	
              68

            
	
              6.12

            	
              Springing
      Lien Approval

            	 
      	
              68

            
	
              6.13

            	
              Springing
      Lien

            	 
      	
              68

            
	 
      	 
      	 
      	 
      
	
              ARTICLE
      VII.

            	
              NEGATIVE
      COVENANTS

            	 
      	
              69

            
	
              7.01

            	
              Liens

            	 
      	
              69

            
	
              7.02

            	
              Indebtedness

            	 
      	
              70

            
	
              7.03

            	
              Fundamental
      Changes

            	 
      	
              70

            
	
              7.04

            	
              Hostile
      Tender Offers

            	 
      	
              71

            
	
              7.05

            	
              Change
      in Nature of Business

            	 
      	
              71

            
	
              7.06

            	
              Use
      of Proceeds

            	 
      	
              71

            
	
              7.07

            	
              Financial
      Covenants

            	 
      	
              71

            
	
              7.08

            	
              Restricted
      Payments

            	 
      	
              72

            
	
              7.09

            	
              Capital
      Markets Indebtedness

            	 
      	
              73

            
	 
      	 
      	 
      	 
      
	
              ARTICLE
      VIII.

            	
              EVENTS
      OF DEFAULT AND REMEDIES

            	 
      	
              73

            
	
              8.01

            	
              Events
      of Default

            	 
      	
              73

            
	
              8.02

            	
              Remedies
      Upon Event of Default

            	 
      	
              75

            
	
              8.03

            	
              Application
      of Funds

            	 
      	
              76

            
	 
      	 
      	 
      	 
      
	
              ARTICLE
      IX.

            	
              ADMINISTRATIVE
      AGENT

            	 
      	
              77

            
	
              9.01

            	
              Appointment
      and Authority

            	 
      	
              77

            
	
              9.02

            	
              Rights
      as a Lender

            	 
      	
              77

            
	
              9.03

            	
              Exculpatory
      Provisions

            	 
      	
              77

            
	
              9.04

            	
              Reliance
      by Administrative Agent

            	 
      	
              78

            
	
              9.05

            	
              Delegation
      of Duties

            	 
      	
              79

            
	
              9.06

            	
              Resignation
      of Administrative Agent

            	 
      	
              79

            
	
              9.07

            	
              Non-Reliance
      on Administrative Agent and Other Lenders

            	 
      	
              79

            
	
              9.08

            	
              No
      Other Duties, Etc.

            	 
      	
              80

            
	
              9.09

            	
              Administrative
      Agent May File Proofs of Claim

            	 
      	
              80

            
	
              9.10

            	
              Collateral
      Matters

            	 
      	
              81

            
	 
      	 
      	 
      	 
      
	
              ARTICLE
      X.

            	
              MISCELLANEOUS

            	 
      	
              81

            
	
              10.01

            	
              Amendments,
      Etc.

            	 
      	
              81

            
	
              10.02

            	
              Notices;
      Effectiveness; Electronic Communication

            	 
      	
              82

            
	
              10.03

            	
              No
      Waiver; Cumulative Remedies

            	 
      	
              84

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    
       

    

    
      	
              10.04

            	
              Expenses;
      Indemnity; Damage Waiver

            	 
      	
              84

            
	
              10.05

            	
              Payments
      Set Aside

            	 
      	
              86

            
	
              10.06

            	
              Successors
      and Assigns

            	 
      	
              87

            
	
              10.07

            	
              Treatment
      of Certain Information; Confidentiality

            	 
      	
              90

            
	
              10.08

            	
              Right
      of Setoff

            	 
      	
              91

            
	
              10.09

            	
              Interest
      Rate Limitation

            	 
      	
              91

            
	
              10.10

            	
              Counterparts;
      Integration; Effectiveness

            	 
      	
              92

            
	
              10.11

            	
              Survival
      of Representations and Warranties

            	 
      	
              92

            
	
              10.12

            	
              Severability

            	 
      	
              92

            
	
              10.13

            	
              Replacement
      of Lenders

            	 
      	
              92

            
	
              10.14

            	
              Governing
      Law; Jurisdiction; Etc.

            	 
      	
              93

            
	
              10.15

            	
              Waiver
      of Jury Trial

            	 
      	
              94

            
	
              10.16

            	
              USA
      PATRIOT Act Notice

            	 
      	
              94

            
	
              10.17

            	
              Cooperation
      with Gaming Boards

            	 
      	
              94

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    
       

    

    SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

     

    This
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is
entered into as of June 8, 2009, among INTERNATIONAL GAME TECHNOLOGY, a
Nevada corporation (the “Borrower ”), each
lender from time to time party hereto (collectively, the “Lenders ” and
individually, a “Lender ”), WELLS
FARGO BANK, N.A. (“Wells Fargo ”), as
Administrative Agent, Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A.,
as Syndication Agent, and THE ROYAL BANK OF SCOTLAND PLC, THE BANK OF
TOYKO-MITSUBISHI UFJ, LTD./UNION BANK OF CALIFORNIA, N.A. and MIZUHO CORPORATE
BANK, LTD., as Co-Documentation Agents.  Banc of America Securities LLC,
Wells Fargo Bank, N.A. and RBS Securities, Inc. are the Joint Lead
Arrangers and Joint Book Managers for this Agreement.

     

    The
Borrower, various lenders and Wells Fargo, as Administrative Agent for such
Lenders, are parties to that certain First Amended and Restated Credit Agreement
dated as of December 20, 2005 (the “Existing Credit
Agreement ”).  The Borrower, the Required Lenders and the
Administrative Agent have agreed that the Existing Credit Agreement shall be
amended and restated in its entirety.

     

    In
consideration of the mutual covenants and agreements herein contained, the
parties hereto agree that the Existing Credit Agreement shall be amended and
restated in its entirety as follows:

     

    ARTICLE
I.

     DEFINITIONS
AND ACCOUNTING TERMS

     

    1.01       
Defined Terms.  As used in this Agreement, the following terms shall
have the meanings set forth below:

     

    “Adjusted Consolidated
EBITDA” means, for any period, Consolidated EBITDA for such period
adjusted, on a consistent basis and in a manner reasonably satisfactory to the
Administrative Agent, to reflect purchases, acquisitions, sales, transfers and
other dispositions, made by the Borrower and its Subsidiaries during such period
as if they occurred at the beginning of such period.

     

    “Administrative Agent”
means Wells Fargo in its capacity as administrative agent under any of the Loan
Documents, or any successor administrative agent.

     

    “Administrative Agent’s
Office” means the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 10.02 ,
or such other address or account as the Administrative Agent may from time to
time notify to the Borrower and the Lenders.

     

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

     

    “Affiliate” means,
with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Aggregate
Commitments” means the Commitments of all the Lenders.

     

    “Aggregate Revolving
Commitments” means the Revolving Commitments of all Revolving
Lenders.  As of the Restatement Effective Date, the Aggregate Revolving
Commitments are $2,075,000,000, $1,666,500,000 of which are Class A
Commitments and $408,500,000 of which are Class B Commitments.

     

    “Agreement” means this
Second Amended and Restated Credit Agreement.

     

    “Amendment and Restatement
Agreement” means the Amendment and Restatement Agreement dated as of
June 8, 2009 among the Borrower, the Lenders party thereto and the
Administrative Agent.

     

    “Applicable Rate”
means

     

    (a)          
with respect to any Class A Loan, Class A Commitment or Class A
Letter of Credit Participation, from time to time, the following percentages per
annum, based upon the Debt Rating only, as set forth below:

     

    
      	
              Level

            	 
      	
              Debt
      Rating

               Sr. Unsecured

            	 
      	
              Facility
      Fee

            	 
      	
              Applicable

               Eurodollar

               Rate

            	 
      	
              All-In
      Drawn

            
	
              I

            	 
      	
              A3/A-
      or higher

            	 
      	
              45
      bps

            	 
      	
              180
      bps

            	 
      	
              225
      bps

            
	
              II

            	 
      	
              Baa1/BBB+

            	 
      	
              55
      bps

            	 
      	
              220
      bps

            	 
      	
              275
      bps

            
	
              III

            	 
      	
              Baa2/BBB

            	 
      	
              65
      bps

            	 
      	
              260
      bps

            	 
      	
              325
      bps

            
	
              IV

            	 
      	
              Baa3/BBB-

            	 
      	
              75
      bps

            	 
      	
              300
      bps

            	 
      	
              375
      bps

            
	
              V

            	 
      	
              Non
      Investment Grade

            	 
      	
              85
      bps

            	 
      	
              340
      bps

            	 
      	
              425
      bps

            


    

     

    If a Debt
Rating is issued by each of S&P and Moody’s, then the lower of such Debt
Ratings shall apply (with the Debt Rating for Pricing Level I being the highest
and the Debt Rating for Pricing Level V being the lowest), unless there is a
split in Debt Ratings of more than one level, in which case the Pricing Level
that is one level higher than the Pricing Level of the lower Debt Rating shall
apply.

     

    The
Applicable Rate for Base Rate Loans shall be equal to the appropriate Eurodollar
Rate less 100 bps;

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)          
With respect to any Class B Loan, Class B Commitment or Class B
Letter of Credit Participation, from time to time, the following percentages per
annum, based upon the

     

    Debt
Rating or Debt to Total Capitalization Ratio, whichever results in more
favorable pricing to the Borrower, as set forth below:

     

    
      	
              Level

            	 
      	
              Debt
      Rating

               Sr.
      Unsecured

            	 
      	
              Debt
      to Total

               Capitalization

               Ratio

            	 
      	
              Facility
      Fee

            	 
      	
              Applicable

               Eurodollar

               Rate

            	 
      	
              All-In

               Drawn

            
	
              I

            	 
      	
              A3/A-
      or higher

            	 
      	
              <
      17.5%

            	 
      	
              7.5
      bps

            	 
      	
              17.5
      bps

            	 
      	
              25.0
      bps

            
	
              II

            	 
      	
              Baa1/BBB+

            	 
      	
              > 17.5% < 27.5%

            	 
      	
              10.0
      bps

            	 
      	
              27.5
      bps

            	 
      	
              37.5
      bps

            
	
              III

            	 
      	
              Baa2/BBB

            	 
      	
              > 27.5% < 37.5%

            	 
      	
              12.5
      bps

            	 
      	
              37.5
      bps

            	 
      	
              50.0
      bps

            
	
              IV

            	 
      	
              Baa3/BBB-

            	 
      	
              > 37.5% < 50.0%

            	 
      	
              17.5
      bps

            	 
      	
              57.5
      bps

            	 
      	
              75.0
      bps

            
	
              V

            	 
      	
              Ba1/BB+
      or lower

            	 
      	
              > 50.0%

            	 
      	
              22.5
      bps

            	 
      	
              77.5
      bps

            	 
      	
              100.0
      bps

            


    

     

    If a Debt
Rating is issued by each of S&P and Moody’s, then the higher of such Debt
Ratings shall apply (with the Debt Rating for Pricing Level I being the highest
and the Debt Rating for Pricing Level V being the lowest), unless there is a
split in Debt Ratings of more than one level, in which case the Pricing Level
that is one level lower than the Pricing Level of the higher Debt Rating shall
apply.

     

    The
Applicable Rate for Base Rate Loans shall be 0 bps at all times.

     

    Any
increase or decrease in the Applicable Rate resulting from a change in the Debt
to Total Capitalization Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered
pursuant to Section 6.02(b)
 in the case of the first three fiscal quarters of any fiscal year,
immediately following the date a certification of the Debt to Total
Capitalization Ratio is delivered pursuant to Section 6.02(c)
 in the case of the final quarter of any fiscal year or, in the event
Borrower elects to provide a certification of the Debt to Total Capitalization
Ratio pursuant to Section 6.02(c)
 in the case of any of the first three fiscal quarters of any fiscal year,
immediately following the date of such certificate; provided , however , that if a
Compliance Certificate is not delivered when due in accordance with Section 6.02(b)
 or a certification of Debt to Total Capitalization Ratio is not delivered
when due in accordance with Section 6.02(c)
, with respect to any fiscal period ending on or about September 30, then
the Debt to Total Capitalization Ratio shall be deemed to be that provided under
Pricing Level V as of the first Business Day after the date on which such
Compliance Certificate or certification of Debt to Total Capitalization Ratio
was required to have been delivered and shall continue to apply until the first
Business Day after the date such certificate is delivered.  Notwithstanding
the foregoing, if the Borrower shall elect to provide a certification of the
Debt to Total Capitalization Ratio pursuant to Section 6.02(c)
 for any of the first three fiscal quarters of any fiscal year and the
certification of the Debt to Total Capitalization Ratio set forth in the
Compliance Certificate subsequently delivered pursuant to Section 6.02(b)
 for such fiscal quarter shall result in a Pricing Level that is lower than
that reflected on the earlier certification, then the Borrower shall pay to the
Administrative Agent for the account of the Lenders such additional amounts as
will compensate the Lenders for the interest and fees that were underpaid during
the period between such certifications; and

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (c)          
It is agreed that Level III shall be in effect on the Restatement Effective
Date.  Thereafter, each change in the Applicable Rate resulting from a
publicly announced change in the Debt Rating shall be effective, in the case of
an upgrade, during the period commencing on the date of delivery by the Borrower
to the Administrative Agent of notice thereof pursuant to Section 6.03(e)
 and ending on the date immediately preceding the effective date of the
next such change and, in the case of a downgrade, during the period commencing
on the date of the public announcement thereof and ending on the date
immediately preceding the effective date of the next such change.

     

    “Approved Fund” means
any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.

     

    “Arrangers” means Banc
of America Securities LLC, Wells Fargo Bank, N.A. and The Royal Bank of Scotland
PLC, in their capacities as joint lead arrangers and joint book
managers.

     

    “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is
required by Section 10.06(b)
, and accepted by the Administrative Agent, in substantially the form of Exhibit E  or
any other form approved by the Administrative Agent.

     

    “Attributable
Indebtedness” means, on any date, (a) in respect of any capital
lease of any Person, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized
amount of the remaining lease payments under the relevant lease that would
appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP if such lease were accounted for as a capital lease.

     

    “Audited Financial
Statements” means the audited consolidated balance sheet of the Borrower
and its Subsidiaries for the fiscal year ended on or about September 30,
2008, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

     

    “Availability Period”
means in the case of the Class A Loans, the Class A Availability
Period and, in the case of the Class B Loans, the Class B Availability
Period.

     

    “Bank of America”
means Bank of America, N.A. and its successors.

     

    “Base Rate” means for
any day a fluctuating rate per annum equal to the highest of (a) the
Federal Funds Rate plus 1⁄2 of 1% in the case of Class B Loans and 1.25% in
the case of Class A Loans, (b) the rate of interest in effect for such
day as publicly announced from time to time by Wells Fargo as its “prime rate”
and (c) solely in the case of Class A Loans, the Eurodollar Rate as
displayed at 11:00 a.m. (London time) on such day (or if such day is not a
Business Day, on the preceding Business Day) for a one month Interest Period
plus 1.25%.  The “prime rate” is a rate set by Wells Fargo based upon
various factors including Wells Fargo’s costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.  Any change in such rate announced by Wells Fargo
shall take effect at the opening of business on the day specified in the public
announcement of such change.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Base Rate Committed
Loan” means a Committed Loan that is a Base Rate Loan.

     

    “Base Rate Loan” means
a Loan that bears interest based on the Base Rate.

     

    “Borrower” has the
meaning specified in the introductory paragraph hereto.

     

    “Borrowing” means a
Committed Borrowing or a Swing Line Borrowing, as the context may
require.

     

    “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the State of
Nevada or the State of New York and, if such day relates to any Eurodollar Rate
Loan, means any such day on which dealings in Dollar deposits are conducted by
and between banks in the London interbank eurodollar market.

     

    “Cash Collateralize”
has the meaning specified in Section 2.03(g).

     

    “Change in Law” means
the occurrence, after the date of this Agreement, of any of the following:
(a) the adoption or taking effect of any law, rule, regulation or treaty,
(b) any change in any law, rule, regulation or treaty or in the
administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental
Authority.

     

    “Change of Control”
means the occurrence of a Rating Decline in connection with any of the following
events or series of events:

     

    (a)          
any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding any employee
benefit plan of such person or its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any
such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, except that a person or group
shall be deemed to have “beneficial ownership” of all securities that such
person or group has the right to acquire (such right, an “option right ”),
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of a majority of the equity securities of the
Borrower entitled to vote for members of the board of directors or equivalent
governing body of the Borrower on a fully-diluted basis (and taking into account
all such securities that such person or group has the right to acquire pursuant
to any option right);

     

    (b)          
during any period of 24 consecutive months, a majority of the members of the
board of directors or other equivalent governing body of the Borrower cease to
be composed of individuals (i) who were members of that board or equivalent
governing body on the first day of such period, (ii) whose election or
nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of
such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other
equivalent governing body was approved by individuals referred to in clauses
(i) and (ii) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body
(excluding, in the case of both clause (ii) and clause (iii), any
individual whose initial nomination for, or assumption of office as, a member of
that board or equivalent governing body occurs as a result of an actual or
threatened solicitation of proxies or consents for the election or removal of
one or more directors by any person or group other than a solicitation for the
election of one or more directors by or on behalf of the board of directors);
or

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c)          
any Person or two or more Persons acting in concert shall have acquired, by
contract or otherwise, the power to exercise, directly or indirectly, a
controlling influence over the management or policies of the Borrower, or
control over the equity securities of the Borrower entitled to vote for members
of the board of directors or equivalent governing body of the Borrower on a
fully-diluted basis (and taking into account all such securities that such
Person or group has the right to acquire pursuant to any option right)
representing a majority of the combined voting power of such
securities.

     

    “Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Class A Loans or Class B Loans and,
when used in reference to any Commitment, refers to whether such Commitment is a
Class A Commitment or Class B Commitment, and, when used in reference
to any Lender, refers to whether such Lender is a Class A Lender or a
Class B Lender.

     

    “Class A Availability
Period” means the period from and including the Restatement Effective
Date to the earliest of (a) the Class A Maturity Date, (b) the
date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06  and
(c) the date of termination of the commitment of each Revolving Lender to
make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
pursuant to Section 8.02
..

     

    “Class A
Commitment” means, as to each Class A Lender, its obligation to
(a) make Class A Loans to the Borrower pursuant to Section 2.01 ,
(b) purchase participations in L/C Obligations, and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Class A
Lender’s name on Schedule
2.01  or in the Assignment and Assumption pursuant to which
such Class A Lender becomes a party hereto, as applicable, as such amount
may be adjusted from time to time in accordance with this
Agreement.

     

    “Class A Lender”
means each Lender that holds a Class A Commitment.

     

    “Class A Loan”
means each Loan outstanding hereunder as to which the Lender is a Class A
Lender.

     

    “Class A Maturity
Date” means the third anniversary of the Restatement Effective
Date.

     

    “Class A Revolving
Loan” means each Revolving Loan made by a Class A
Lender.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Class A Term
Loan” has the meaning specified in Section 2.01(b)(iv).

     

    “Class A Term Loan
Commitment” means, as to each Class A Term Loan Lender, the
commitment of that Lender to make its Class A Term Loan.

     

    “Class A Term Loan
Lender” means each Class A Lender that holds Class A Term Loan
and/or a Class A Term Loan Commitment.

     

    “Class A Term
Note” means the promissory note made by the Borrower to a Class A
Term Loan Lender evidencing that Class A Lender’s Pro Rata Share of the
Class A Term Loan Commitment, substantially in the form of Exhibit C-3 ,
either as originally executed or as the same may from time to time be
supplemented, modified, amended, renewed, extended or supplanted.

     

    “Class B Availability
Period” means the period from and including the Restatement Effective
Date to the earliest of (a) the Class B Maturity Date, (b) the
date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06  and
(c) the date of termination of the commitment of each Revolving Lender to
make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
pursuant to Section 8.02
..

     

    “Class B
Commitment” means, as to each Class B Lender, its obligation to
(a) make Class B Loans to the Borrower pursuant to Section 2.01 ,
(b) purchase participations in L/C Obligations, and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Class B
Lender’s name on Schedule
2.01  or in the Assignment and Assumption pursuant to which
such Class B Lender becomes a party hereto, as applicable, as such amount
may be adjusted from time to time in accordance with this
Agreement.

     

    “Class B Lender”
means each Lender that holds a Class B Commitment.

     

    “Class B Loan”
means each Revolving Loan outstanding hereunder as to which the Lender is a
Class B Lender.

     

    “Class B Maturity
Date” means December 19, 2010.

     

    “Code” means the
Internal Revenue Code of 1986, as amended.

     

    “Collateral” means all
of the “Collateral” referred
to in the Pledge Agreement.

     

    “Commitment” means for
each Lender, such Lender’s Revolving Commitment and, in the case of each
Class A Lender, its Class A Term Loan Commitment.

     

    “Commitments” means
the Revolving Commitments and the Class A Term Loan
Commitment.

     

    “Committed Borrowing”
means a borrowing consisting of simultaneous Committed Loans of the same Type
and, in the case of Eurodollar Rate Loans, having the same Interest Period made
by each of the Revolving Lenders pursuant to Section 2.01
..

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Committed Loan” means
a Loan made or to be made pursuant to
Section 2.01.

     

    “Committed Loan
Notice” means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Loans, pursuant to  Section 2.02(a)
, which, if in writing, shall be substantially in the form of  Exhibit A
..

     

    “Compliance
Certificate” means a certificate substantially in the form of
Exhibit D.

     

    “Consolidated EBITDA”
means, for any period, net income of the Borrower and its Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP plus the sum
of, without duplication, (i) Consolidated Interest Expense,
(ii) provision for income taxes of the Borrower and its Subsidiaries,
(iii) depreciation and amortization of the Borrower and its Subsidiaries,
(iv) non-cash stock-based compensation expense, (v) non-cash
extraordinary losses, (vi) non-cash non-recurring items and (vii) any
losses arising in connection with the early retirement of Indebtedness minus
(x) extraordinary gains (or plus extraordinary losses) from sales,
exchanges and other dispositions not in the ordinary course of business and
other non-recurring items and (y) interest income, each to the extent
included in determining net income for such period.

     

    “Consolidated Interest
Expense” means, for any period, the sum of, without duplication, all
interest (adjusted to give effect to all interest rate swap, cap or other
interest rate hedging arrangements and fees and expenses paid in connection
therewith) paid or accrued in respect of Consolidated Total Debt and paid or
accrued in respect of Jackpot Liabilities during such period, all as determined
on a Consolidated basis in accordance with GAAP.

     

    “Consolidated Total
Debt” means at a particular time, without duplication, all of the
following of the Borrower and its Subsidiaries, whether or not included as
indebtedness or liabilities in accordance with GAAP (exclusive of Jackpot
Liabilities to the extent that the Borrower or any of its Subsidiaries has
segregated funds for the payment thereof):

     

    (a)          
all obligations of the Borrower and its Subsidiaries for borrowed money and all
obligations evidenced by bonds, debentures, notes, loan agreements or other
similar instruments, excluding, in the case of any convertible notes or other
convertible securities, obligations relating to the Equity Interests evidenced
thereby;

     

    (b)          
subject to the following paragraph, all direct or contingent obligations of the
Borrower and its Subsidiaries arising under letters of credit (including standby
and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar
instruments;

     

    (c)          
indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by the Borrower or its Subsidiaries (including
indebtedness arising under conditional sales or other title retention
agreements), whether or not such indebtedness shall have been assumed by such
person or is limited in recourse, excluding, in the case of any convertible
notes or other convertible securities, obligations relating to the Equity
Interests evidenced thereby;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (d)          
capital leases; and

     

    (e)          
subject to the following paragraph, all Guarantees of the Borrower or its
Subsidiaries in respect of any of the foregoing.

     

    Contingent
obligations described in clause (b) and Guarantees of Indebtedness
described in clause (e), up to an aggregate amount of $400,000,000, made by the
Borrower or any of its Subsidiaries shall be excluded from the calculation of
Consolidated Total Debt, except for any such contingent obligations or
Guarantees of Indebtedness that the Borrower or such Subsidiary is required to
reflect as a liability on the its financial statements at the end of each
quarter pursuant to GAAP because they are due and payable or an event of default
under such Indebtedness has occurred and is continuing.  Should any amount
of any such contingent obligations or any Guarantee of Indebtedness become due
and payable, such amount shall be included in Consolidated Total Debt (without
duplication of any amount otherwise included in Consolidated Total Debt). 
Contingent obligations described in clause (b) and Guarantees of
Indebtedness in excess of the aggregate $400,000,000 limit shall be included
dollar-for-dollar in the Consolidated Total Debt definition.

     

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

     

    “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling ” and
“Controlled ”
have meanings correlative thereto.

     

    “Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.

     

    “Debt to Total Capitalization
Ratio” means, as of the last day of any fiscal quarter, the ratio of
(i) Consolidated Total Debt to (ii) Total Capitalization.

     

    “Debt Rating” means,
as of any date of determination, the rating as determined by either S&P or
Moody’s (collectively, the “ Debt Ratings ”) of
the Borrower’s non-credit-enhanced, senior unsecured long-term debt (unless the
Loans shall have rating(s) assigned to them, in which case such
rating(s) shall be used).

     

    “Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.

     

    “Default” means any
event or condition that constitutes an Event of Default or that, with the giving
of any notice, the passage of time, or both, would be an Event of
Default.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Default Rate” means
(a) when used with respect to Obligations other than Letter of Credit Fees,
an interest rate equal to (i) the Base Rate  plus  (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus  (iii) 2%
per annum; provided , however , that with
respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate
equal to the interest rate (including any Applicable Rate) otherwise applicable
to such Loan plus 2% per annum, and (b) when used with respect to Letter of
Credit Fees, a rate equal to the Applicable Rate plus  2%
per annum.

     

    “Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Committed
Loans, participations in L/C Obligations or participations in Swing Line Loans
required to be funded by it hereunder within one Business Day of the date
required to be funded by it hereunder, and such failure remains uncured,
(b) has otherwise failed to pay over to the Administrative Agent or any
other Lender any other amount required to be paid by it hereunder within one
Business Day of the date when due, unless the subject of a good faith dispute,
and such failure remains uncured or (c) has been deemed insolvent or become
the subject of a bankruptcy or insolvency proceeding.

     

    “Designated Extending
Lender” means each Class A Lender that consented to the Amendment
and Restatement Agreement and that converted at least 50% of its
commitments under the Existing Credit Agreement into Class A
Commitments.

     

    “Disposition” or
“Dispose” means
the sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction) of any property by any Person, including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated
therewith.

     

    “Dollar” and “$” mean lawful money
of the United States.

     

    “Domestic Subsidiary”
means any Subsidiary that is organized under the laws of any political
subdivision of the United States.

     

    “Eligible Assignee”
means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved
Fund; and (d) any other Person (other than a natural person) approved by
(i) the Administrative Agent and in the case of any assignment of a
Revolving Commitment, the L/C Issuer and the Swing Line Lender, and
(ii) unless an Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or delayed); provided  that
notwithstanding the foregoing, (A) “Eligible Assignee” shall not include
the Borrower or any of the Borrower’s Affiliates or Subsidiaries and (B) to
the extent required under applicable Gaming Laws, each Eligible Assignee must be
registered with, approved by, or not disapproved by (whichever may be required
under applicable Gaming Laws), all applicable Gaming Boards and may not be the
subject of a Lender Disqualification.

     

    “Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any of its Subsidiaries directly or indirectly
resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials
into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

     

    “Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or
other ownership or profit interests in) such Person, all of the warrants,
options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of
determination.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974.

     

    “ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control
with the Borrower within the meaning of Section 414(b) or (c) of
the Code (and Sections 414(m) and (o) of the Code for purposes of
provisions relating to Section 412 of the Code).

     

    “ERISA Event” means
(a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by
the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification
that a Multiemployer Plan is in reorganization; (d) the filing of a notice
of intent to terminate, the treatment of a Plan amendment as a termination under
Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC
to terminate a Pension Plan or Multiemployer Plan; (e) an event or
condition which constitutes grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan
or Multiemployer Plan; or (f) the imposition of any liability under Title
IV of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate.

     

    “Eurodollar Rate”
means for any Interest Period with respect to a Eurodollar Rate
Loan:

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (a)          
the rate per annum equal to the rate determined by the Administrative Agent to
be the offered rate that appears on the page of the Thomson-Reuters screen
(or any successor thereto) that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, or

     

    (b)          
if the rate referenced in the preceding clause (a) does not appear on such
page or service or such page or service shall not be available, the
rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate on such other page or other service that displays an
average British Bankers Association Interest Settlement Rate for deposits in
Dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, or

     

    (c)          
if the rates referenced in the preceding clauses (a) and (b) are not
available, the rate per annum determined by the Administrative Agent as the rate
of interest at which deposits in Dollars for delivery on the first day of such
Interest Period in same day funds in the approximate amount of the Eurodollar
Rate Loan being made, continued or converted by Wells Fargo and with a term
equivalent to such Interest Period would be offered by Wells Fargo to major
banks in the London interbank eurodollar market at their request at
approximately 4:00 p.m. (London time) two Business Days prior to the first
day of such Interest Period.

     

    “Eurodollar Rate Loan”
means a Committed Loan that bears interest at a rate based on the Eurodollar
Rate.

     

    “Event of Default” has
the meaning specified in Section 8.01.

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, and in each case including any interest, additions to
Tax or penalties applicable thereto, (a) Taxes imposed on or measured by
its overall net income (however denominated), and franchise Taxes imposed on it
(in lieu of net income Taxes), by any jurisdiction (or any political subdivision
thereof) under the laws of which such recipient is organized or in which its
principal office is located, in which the applicable Lending Office of such
recipient is located or with which such recipient has any present or former
connection (other than solely by virtue of being a Lender under this Agreement),
(b) any branch profits Taxes imposed by the United States or any similar
Tax imposed by any other jurisdiction in which the Borrower is located, any
jurisdiction (or any political subdivision thereof) under the laws of which such
recipient is organized or in which its principal office is located, in which the
applicable Lending Office of such recipient is located or with which such
recipient has any present or former connection (other than solely by virtue of
being a Lender under this Agreement), and (c) in the case of any Lender
(other than an assignee pursuant to a request by the Borrower under Section 10.13 ),
any withholding, backup withholding or other Tax that (i) is imposed on
amounts payable to such Lender at the time such Lender becomes a party hereto
(or designates a new Lending Office), (ii) is attributable to such Lender’s
failure or inability (other than as a result of a Change in Law occurring or
taking effect on or after such Lender becomes a party
hereto) to comply with Section 3.01(e),
except to the extent that such Lender (or its assignor, if any) was entitled, at
the time of designation of a new Lending Office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding Tax
pursuant to Section 3.01(a)
, or (iii) is imposed under applicable law on the basis of the information
provided by such Foreign Lender under Section 3.01(e)(iii)
..

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Existing Credit
Agreement” has the meaning specified in the second introductory paragraph
hereto.

     

    “Existing Letters of
Credit” means letters of credit issued and outstanding under the Existing
Credit Agreement as set forth in Schedule 2.03 ,
which shall be deemed outstanding as Letters of Credit hereunder as of the
Restatement Effective Date pursuant to Section 2.03(a)
..

     

    “Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided  that
(a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is
so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1%) charged to Wells Fargo on such day on such transactions
as determined by the Administrative Agent.

     

    “Fee Letters” means
those letter agreements, datedMarch 12, 2009 in the case of the Borrower,
Wells Fargo, Bank of America and Banc of America Securities LLC and
March 12, 2009 in the case of the Borrower and the Administrative
Agent.

     

    “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is resident for Tax purposes.  For purposes of this
definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.

     

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

     

    “FRB” means the Board
of Governors of the Federal Reserve System of the United States.

     

    “Fund” means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.

     

    “GAAP” means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved
by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of determination,
consistently applied.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Gaming Board” means
any governmental agency that holds regulatory, licensing or permit authority
over gambling, gaming or casino activities conducted by the Borrower or any of
its Subsidiaries within its jurisdiction.

     

    “Gaming Laws” means
all Laws pursuant to which any Gaming Board possesses regulatory, licensing or
permit authority over gambling, gaming or casino activities conducted by the
Borrower or any of its Subsidiaries within its jurisdiction.

     

    “Governmental
Authority” means the government of the United States or any other nation,
or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central
Bank).

     

    “Granting Lender” has
the meaning specified in Section 10.06(h).

     

    “Gross Bond Proceeds”
means with respect to the incurrence or issuance of any Indebtedness consisting
of bonds or similar securities by the Borrower (excluding any Indebtedness under
this Agreement or any similar loan facility), the face amount of such bonds or
securities received in connection with such transaction.

     

    “Guarantee” means, as
to any Person, any (a) any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation payable or performable by another Person (the
“primary obligor”) in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (i) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or
services for the purpose of assuring the obligee in respect of such Indebtedness
or other obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation, or (iv) entered into for the purpose of assuring in
any other manner the obligee in respect of such Indebtedness or other obligation
of the payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of
such Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness to
obtain any such Lien).  The amount of any Guarantee shall be deemed to be
an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or,
if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in good faith. 
The term “Guarantee” as a verb has a corresponding meaning.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.

     

    “Hedge Bank” means any
Person that, at the time it enters into an interest rate Swap Contract permitted
under Article VI  or
VII , is a
Lender or an Affiliate of a Lender, in its capacity as a party to such Swap
Contract.

     

    “Impacted Lender”
means (a) a Defaulting Lender or (b) a Lender as to which (i) the
L/C Issuer or the Swing Line Lender has a good faith belief that such Lender has
defaulted in fulfilling its monetary obligations generally under other
syndicated credit facilities and such defaults are continuing or (ii) an
entity that controls such Lender has been deemed insolvent (by a Governmental
Authority) or become the subject to a bankruptcy or other similar
proceeding.

     

    “Indebtedness” means,
as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:

     

    (a)          
all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar
instruments;

     

    (b)          
all direct or contingent obligations of such Person arising under letters of
credit (including standby and commercial), bankers’ acceptances, bank
guaranties, surety bonds and similar instruments;

     

    (c)          
net obligations of such Person under any Swap Contract;

     

    (d)          
all obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of
business);

     

    (e)          
indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under
conditional sales or other title retention agreements), whether or not such
indebtedness shall have been assumed by such Person or is limited in
recourse;

     

    (f)           
capital leases and Synthetic Lease Obligations; and

     

    (g)          
all Guarantees of such Person in respect of any of the foregoing.

     

    For all
purposes hereof, the Indebtedness of any Person shall include the Indebtedness
of any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such Person is a general
partner or a joint venturer to the extent that such Indebtedness is recourse to
such Person.  The amount of any net obligation under any Swap Contract on
any date shall be deemed to be the Swap Termination Value thereof as of such
date.  The amount of any capital lease or Synthetic Lease Obligation as of
any date shall be deemed to be the amount of Attributable Indebtedness in
respect thereof as of such date.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

     

    “Indemnitees” has the
meaning specified in Section 10.04(b).

     

    “Interest Coverage
Ratio” means, as of the last day of any fiscal quarter, the ratio of
(i) Adjusted Consolidated EBITDA to (ii) Consolidated Interest Expense
minus all interest paid or accrued during such period in respect of Jackpot
Liabilities for the four fiscal quarter period ending on such day minus, without
duplication, all non-cash interest expense, including the amortization of debt
issuance costs and closing fees, and, in addition, all interest expense that is
not actually paid in cash in respect of the 2006 Convertible Notes, the 2009
Convertible Notes or any other outstanding convertible notes or convertible
securities, including any non-cash interest expense arising under APB 14-1 in
respect of any such convertible notes or convertible securities, in each case
for the four fiscal quarter period ending on such day.

     

    “Interest Payment
Date” means, (a) as to any Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date;
provided ,
however , that
if any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as to any
Base Rate Loan (including a Swing Line Loan), the last Business Day of each
March, June, September and December and the Maturity
Date.

     

    “Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
Rate Loan and ending on the date one week (through July 10, 2009) or one,
two, three or six months thereafter, as selected by the Borrower in its
Committed Loan Notice or such other period that is twelve months or less
requested by the Borrower and consented to by all the Lenders; provided  that:

     

    (i)           
any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day;

     

    (ii)          
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
the calendar month at the end of such Interest Period; and

     

    (iii)         
no Interest Period shall extend beyond the Class A Maturity
Date.

     

    “Internet Gambling
Business” means the business of placing, receiving or otherwise knowingly
transmitting a bet or wager, as that term is defined by the UIGEA, by any means
which involves the use, at least in part, of the Internet.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “Investment Grade”
means (i) with respect to S&P, a rating of BBB- or higher, and
(ii) with respect to Moody’s, a rating of Baa3 or higher

     

    “IP Rights” has the
meaning specified in Section 5.17.

     

    “IRS” means the United
States Internal Revenue Service.

     

    “ISP” means, with
respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice (or
such later version thereof as may be in effect at the time of
issuance).

     

    “Issuer Documents”
means with respect to any Letter of Credit, the Letter Credit Application, and
any other document, agreement and instrument entered into by the L/C Issuer and
the Borrower (or any Subsidiary) or in favor the L/C Issuer and relating to any
such Letter of Credit.

     

    “Jackpot Liabilities”
means, at any date of determination, the aggregate of all current and long term
liabilities of the Borrower and its Subsidiaries (determined on a Consolidated
basis in accordance with GAAP) in respect of interlinked progressive systems
jackpots.

     

    “Laws” means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.

     

    “L/C Advance” means,
with respect to each Revolving Lender, such Revolving Lender’s funding of its
participation in any L/C Borrowing in accordance with its Pro Rata
Share.

     

    “L/C Borrowing” means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as a Committed
Borrowing.

     

    “L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof.

     

    “L/C Issuer” means
Wells Fargo in its capacity as issuer of Letters of Credit and some of the
Existing Letters of Credit hereunder and The Bank of New York in its capacity as
issuer of some of the Existing Letters of Credit, any other consenting Lender
approved by the Borrower and the Administrative Agent as issuer of Letters of
Credit hereunder or any successor of any of the foregoing.

     

    “L/C Obligations”
means, as at any date of determination, the aggregate undrawn amount of all
outstanding Letters of Credit  plus  the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For
all purposes of this Agreement, if on any date of determination a Letter of
Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the ISP, such Letter of Credit
shall be deemed to be “outstanding” in the amount so remaining available to be
drawn.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “Lender” has the
meaning specified in the introductory paragraph hereto and, as the context
requires, includes the Swing Line Lender.

     

    “Lender
Disqualification” means, with respect to any Lender:

     

    (a)          
the failure of that Lender timely to file pursuant to applicable Gaming Laws
(i) any application requested of the Lender by any Gaming Board in
connection with licensing required of that Lender as a lender to Borrower or
(ii) any required application or other papers in connection with
determination of the suitability of the Lender as a lender to
Borrower;

     

    (b)          
the withdrawal by that Lender (except where requested or permitted, without
prejudice, by the applicable Gaming Board) of any such application or other
required papers; or

     

    (c)          
any final determination by a Gaming Board pursuant to applicable Gaming Laws
(i) that the Lender is “unsuitable” as a lender to Borrower, (ii) that
the Lender shall be “disqualified” as a lender to Borrower or (iii) denying
a finding of suitability as a lender to Borrower or denying the issuance to the
Lender of any license required under applicable Gaming Laws to be held by all
lenders to Borrower.

     

    “Lending Office”
means, as to any Lender, the office or offices of such Lender described as such
in such Lender’s Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Borrower and the Administrative
Agent.

     

    “Letter of Credit”
means any standby letter of credit issued hereunder and shall include the
Existing Letters of Credit.

     

    “Letter of Credit
Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C
Issuer.

     

    “Letter of Credit Expiration
Date” means the day that is seven days prior to the Class A Maturity
Date then in effect (or, if such day is not a Business Day, the next preceding
Business Day).

     

    “Letter of Credit Fee”
has the meaning specified in Section 2.03(i).

     

    “Letter of Credit
Sublimit” means an amount equal to $100,000,000.  The Letter of
Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “Loan” means an
extension of credit by a Lender to the Borrower under Article II in
the form of a Committed Loan or a Swing Line Loan.

     

    “Loan Documents” means
this Agreement, each Note, each Issuer Document, the Fee Letters and, upon the
execution and delivery thereof, the Pledge Agreement.

     

    “Material Adverse
Effect” means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, assets, liabilities, or condition
(financial or otherwise) of the Borrower and its Subsidiaries taken as a whole;
(b) a material impairment of the ability of the Borrower to perform its
obligations under any Loan Document to which it is a party; or (c) a
material adverse effect upon the legality, validity, binding effect or
enforceability against the Borrower of any Loan Document to which it is a
party.

     

    “Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto.

     

    “Multiemployer Plan”
means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.

     

    “Net Bond Proceeds”
means with respect to the incurrence or issuance of any Indebtedness consisting
of bonds or similar securities by the Borrower (excluding any Indebtedness under
this Agreement or any similar loan facility), the excess of (i) the cash
received in connection with such transaction over (ii) the cost of any call
spread or similar derivative instrument entered into concurrently therewith, the
underwriting discounts and commissions, the call spread premium and other
reasonable and customary out-of-pocket expenses, incurred by the Borrower in
connection therewith.

     

    “Net Tangible Assets”
means the total amount of assets of the Borrower and its Subsidiaries, after
deducting therefrom (a) all current liabilities of the Borrower and its
Subsidiaries (excluding (i) the current portion of long term indebtedness,
(ii) inter-company liabilities, and (iii) any liabilities which are by
their terms renewable or extendable at the option of the obligor thereon to a
time more than twelve months from the time as of which the amount thereof is
being computed), and (b) all goodwill, trade names, trademarks, patents,
unamortized debt issue costs and expense and other like intangibles, all as set
forth on the latest consolidated balance sheet of the Borrower prepared in
accordance with generally accepted accounting principles.

     

    “Note” means a
promissory note made by the Borrower in favor of a Lender evidencing Loans made
by such Lender, substantially in the form of Exhibit C-1 ,
C-2  or
C-3
..

     

    “Obligations” means
all advances to, and debts, liabilities, obligations, covenants and duties of,
the Borrower arising under any Loan Document or otherwise with respect to any
Loan, Letter of Credit or Secured Hedge Agreement, whether direct or indirect
(including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees
that accrue after the commencement by or against the Borrower or any Affiliate
thereof of any proceeding under any Debtor Relief Laws naming such Person as the
debtor in such proceeding, regardless of whether such interest and fees are
allowed claims in such proceeding.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Online
Communications” means communications facilitated directly or indirectly
via the Internet, World Wide Web, intranets, extranets or other public or
private communications network now available or made available subsequent to the
date hereof, through the use of access devices (whether the access device
requires the download of a client application or otherwise, or a real-time
connection, subsequent synchronization, or other reconciliation or delayed
connection process) connected via physical connections, wirelessly or otherwise,
including but not limited to: personal computers, personal digital assistants
(also known as PDAs), televisions (including interactive television), mobile or
cellular telephones, and similar devices.

     

    “Online Gaming” means
any and all forms of wagering not performed solely within the physical
boundaries of land-based casinos, sportsbooks or other facilities licensed for
gaming, including without limitation, via Online Communications.

     

    “Organization
Documents” means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or
articles of formation or organization and operating agreement; and (c) with
respect to any partnership, joint venture, trust or other form of business
entity, the partnership, joint venture or other applicable agreement of
formation or organization and any agreement, instrument, filing or notice with
respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

     

    “Other Taxes” means
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
under any other Loan Document or from the execution, delivery or enforcement of,
or otherwise with respect to, this Agreement or any other Loan
Document.

     

    “Outstanding Amount”
means (i) with respect to Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments
or repayments thereof occurring on such date; and (ii) with respect to any
L/C Obligations on any date, the amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any
other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements of outstanding unpaid drawings under
any Letters of Credit or any reductions in the maximum amount available for
drawing under Letters of Credit taking effect on such date.

     

    “Participant” has the
meaning specified in Section 10.06(d).

     

    “PBGC” means the
Pension Benefit Guaranty Corporation.

     

    “Pension Plan” means
any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Borrower
or any ERISA Affiliate contributes or has an obligation to contribute, or in the
case of a multiple employer or other plan described in
Section 4064(a) of ERISA, has made contributions at any time during
the immediately preceding five plan years.

     

    “Permitted
Encumbrances” means:

     

    (a)          
Liens for Taxes not yet due or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with
GAAP;

     

    (b)          
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business which are not overdue for a
period of more than 30 days or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person;

     

    (c)          
pledges or deposits in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA;

     

    (d)          
deposits to secure the performance of bids, trade contracts and leases (other
than Indebtedness), statutory obligations, surety bonds (other than bonds
related to judgments or litigation), 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 affecting
real property which, in the aggregate, are not substantial in amount, and which
do not in any case materially detract from the value of the property subject
thereto or materially interfere with the ordinary conduct of the business of the
applicable Person;

     

    (f)           
Liens securing judgments for the payment of money not constituting an Event of
Default under Section 8.01(h)
 or securing appeal or other surety bonds related to such
judgments;

     

    (g)          
inchoate Liens incident to construction or maintenance of real property; or
Liens incident to construction or maintenance of real property now or hereafter
filed of record for which adequate reserves have been set aside (or deposits
made pursuant to applicable Law) and which are being contested in good faith by
appropriate proceedings and have not proceeded to judgment, provided that, by
reason of nonpayment of the obligations secured by such Liens, no such real
property is subject to a material risk of loss or forfeiture;

     

    (h)          
statutory Liens, other than those described in clauses (a), (b) or
(g) above, arising in the ordinary course of business with respect to
obligations which are not delinquent or are being contested in good faith,
provided that, if delinquent, adequate reserves have been set aside with respect
thereto;

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (i)           
licenses (with respect to intellectual property and other property), leases or
subleases granted to third parties and not interfering in any material respect
with the ordinary conduct of the business of Borrower and its
Subsidiaries;

     

    (j)           
Liens consisting of any right of offset, or statutory bankers’ lien, on bank
deposit account maintained in the ordinary course of business so long as such
bank deposit accounts are not established or maintained for the purposes of
providing such right of offset or bankers’ lien;

     

    (k)          
Liens consisting of deposits of property to secure (or in lieu of) surety,
appeal or customs bonds in proceedings to which any of its Subsidiaries is a
party in the ordinary course of business;

     

    (l)           
Liens created by or resulting from any litigation or legal proceeding involving
Borrower or any of its Subsidiaries in the ordinary course of its business which
is currently being contested in good faith by appropriate proceedings, provided
that adequate reserves have been set aside and no material property is subject
to a material risk of loss or forfeiture;

     

    (m)         
precautionary UCC financing statement filings made in connection with operating
leases and not constituting Liens; and

     

    (n)          
other non-consensual Liens incurred in the ordinary course of business but not
in connection with an extension of credit, which do not in the aggregate, when
taken together with all other Liens, materially impair the value or use of the
property of Borrower and its Subsidiaries, taken as a whole.

     

    “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

     

    “Permitted Note Issue”
means the 2009 Convertible Notes and any Indebtedness of the Borrower consisting
of bonds or similar securities issued after the Restatement Effective Date
(a) that is unsecured, except to the extent that such Indebtedness is
entitled to a pari passu lien on the Collateral as contemplated hereby, and
(b) that does not require any scheduled principal amortization prior to
December 1, 2012.

     

    “Plan” means any
“employee benefit plan” (as such term is defined in Section 3(3) of
ERISA) established by the Borrower or, with respect to any such plan that is
subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

     

    “Platform” means
Intralinks or another similar electronic system.

     

    “Pledge Agreement”
means a pledge and security agreement, in substantially the form of Exhibit G, duly
executed by the Borrower and covering 100% of the Equity Interests of its
directly and wholly-owned Domestic Subsidiaries and 66% of the Equity Interests
of its directly and wholly-owned Foreign Subsidiaries.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Pro Rata Share”
means, with respect to any Commitment of a Lender at any time, a fraction
(expressed as a percentage, carried out to the ninth decimal place), the
numerator of which is the amount of the respective Commitment of such Lender at
such time and the denominator of which is the amount of the aggregate amount of
such Commitments at such time; provided  that
if the commitment of each Revolving Lender to make Revolving Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02 ,
then the Pro Rata Share of each Revolving Lender shall be determined based on
the Pro Rata Share of such Revolving Lender immediately prior to such
termination and after giving effect to any subsequent assignments made pursuant
to the terms hereof.

     

    “Rating Decline” means
(i) the occurrence of a decrease in the Debt Rating by either Moody’s or
S&P to below Investment Grade or (ii) the absence of a Debt Rating by
both of Moody’s and S&P, in either case on any date on or within 90 days
after the date of the first public notice of (a) the occurrence of an event
described in clauses (a)-(c) of the definition of “Change in Control” or
(b) the intention by Borrower to effect such an event (which 90-day period
shall be extended so long as the Debt Rating is under publicly announced
consideration for possible downgrade by Moody’s or S&P).

     

    “Register” has the
meaning specified in Section 10.06(c).

     

    “Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such
Person’s Affiliates.

     

    “Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other
than events for which the 30 day notice period has been waived.

     

    “Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Loan Notice, (b) with respect
to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.

     

    “Required Lenders”
means, as of any date of determination, two or more Lenders having more than 50%
of the Aggregate Revolving Commitments or, if the commitment of each Lender to
make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
have been terminated pursuant to Section 8.02 ,
Lenders holding in the aggregate more than 50% of the Total Outstandings (with
the aggregate amount of each Lender’s risk participation and funded
participation in L/C Obligations and Swing Line Loans being deemed “held” by
such Lender for purposes of this definition); provided  that
the Commitment of, and the portion of the Total Outstandings held or deemed held
by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.  From and after the Class B
Maturity Date, as of any date of determination, two or more Lenders holding more
than 50% of the sum of the (a) Total Outstandings (with the aggregate
amount of each Revolving Lender’s risk participation and funded participation in
L/C Obligations and Swing Line Loans being deemed “held” by such Revolving
Lender for purposes of this definition) and (b) aggregate unused Revolving
Commitments; provided  that
the unused Revolving Commitment of, and the portion of the Total Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “Responsible Officer”
means the chief executive officer, president, chief financial officer,
treasurer, director or vice president of treasury or corporate finance or
manager of treasury operations of the Borrower or any other officer of the
Borrower that has been designated in writing by the chief executive officer as a
Responsible Officer.  Any document delivered hereunder that is signed by a
Responsible Officer of the Borrower shall be conclusively presumed to have been
authorized by all necessary corporate action on the part of the Borrower and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of the Borrower.

     

    “Restatement Effective
Date” has the meaning set forth in the Amendment and Restatement
Agreement.

     

    “Restricted Payment”
means any dividend or other distribution in cash with respect to any capital
stock or other Equity Interest of the Borrower, or any payment in cash,
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, defeasance, acquisition, cancellation or termination of
any such capital stock or other Equity Interest, or on account of any return of
capital to the Borrower’s stockholders; provided  that
in no event shall Restricted Payment include any payment made in respect of any
convertible notes or other convertible securities prior to or contemporaneously
with the conversion thereof into capital stock including, without limitation, in
connection with the purchase, redemption, retirement, defeasance, acquisition,
cancellation, termination, exchange or conversion of any such
securities.

     

    “Retirement Date”
means the first date on which none of the Borrower’s 2006 Convertible Notes
remain outstanding.

     

    “Revolving Commitment”
means, as to each Revolving Lender, its obligation to (a) make Revolving
Loans to the Borrower pursuant to Section 2.01 ,
(b) purchase participations in L/C Obligations, and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Revolving
Lender’s name on Schedule 2.01  or
in the Assignment and Assumption pursuant to which such Revolving Lender becomes
a party hereto, as applicable, as such amount may be adjusted from time to time
in accordance with this Agreement.

     

    “Revolving Lender”
means each Lender that holds a Revolving Commitment.  On the Restatement
Effective Date, each Revolving Lender shall be designated as a Class A
Lender, Class B Lender or as both a Class A Lender and a Class B
Lender.

     

    “Revolving Loan” means
each Loan made by a Revolving Lender under the Revolving
Commitment.

     

    “Revolving Note” means
the promissory note made by the Borrower to a Revolving Lender evidencing that
Lender’s Pro Rata Share of the Revolving Commitment, substantially in the form
of Exhibit C-1 ,
either as originally executed or as the same may from time to time be
supplemented, modified, amended, renewed, extended or supplanted.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. and any successor thereto.

     

    “SEC” means the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.

     

    “Secured Hedge
Agreement” means any interest rate Swap Contract permitted under Article VI or
VII that is
entered into by and between the Borrower and any Hedge Bank that is required to
be secured as contemplated by the Pledge Agreement.

     

    “Significant
Subsidiary” means, any Subsidiary of the Borrower which, as of the last
day of the most recently completed fiscal quarter, satisfies either of the
following tests:

     

    (a)          
such Subsidiary’s assets exceed 5% of the consolidated total assets of the
Borrower and its Subsidiaries (after intercompany eliminations), or

     

    (b)          
such Subsidiary’s earnings before interest, taxes, depreciation and amortization
(calculated in a manner comparable to the calculation of Consolidated EBITDA)
exceeds 5% of Consolidated EBITDA.

     

    “SPC” has the meaning
specified in Section 10.06(h).

     

    “Subsidiary” of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities
or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only
by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly
through one or more intermediaries, or both, by such Person.  Unless
otherwise specified, all references herein to a “Subsidiary” or to
“Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the
Borrower.

     

    “Swap Contract” means
(a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange
Master Agreement, or any other master agreement (any such master agreement,
together with any related schedules, a “Master Agreement ”),
including any such obligations or liabilities under any Master
Agreement.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking
into account the effect of any legally enforceable netting agreement relating to
such Swap Contracts, (a) for any date on or after the date such Swap
Contracts have been closed out and termination value(s) determined in
accordance therewith, such termination value(s), and (b) for any date prior
to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon
one or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include a Lender or any
Affiliate of a Lender).

     

    “Sweep Account
Agreement” has the meaning specified in Section 2.04(b).

     

    “Swing Line” means the
revolving credit facility made available by the Swing Line Lender pursuant to
Section 2.04
..

     

    “Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section 2.04.

     

    “Swing Line Lender”
means Wells Fargo in its capacity as provider of Swing Line Loans, or any
successor swing line lender hereunder.

     

    “Swing Line Loan” has
the meaning specified in Section 2.04(a).

     

    “Swing Line Loan
Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b),
which, if in writing, shall be substantially in the form of Exhibit B
..

     

    “Swing Line Note”
means the promissory note made by the Borrower to the Swing Line Lender,
substantially in the form of Exhibit C-2 ,
either as originally executed or as the same may from time to time be
supplemented, modified, amended, renewed, extended or supplemented.

     

    “Swing Line Sublimit”
means an amount equal to the lesser of (a) $50,000,000 and (b) the
Aggregate Revolving Commitments.  The Swing Line Sublimit is part of, and
not in addition to, the Aggregate Revolving Commitments.

     

    “Syndication Agent”
means Bank of America in its capacity as syndication agent
hereunder.

     

    “Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an
agreement for the use or possession of property creating obligations that do not
appear on the balance sheet of such Person but which, upon the insolvency or
bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

     

    “Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to Tax or penalties applicable
thereto.

    

      
        
           


        

        
          26

          
            

          

        

        
           


        

      

    

     

    “Total Capitalization”
means, as of the last day of any fiscal quarter, the sum of
(i) Consolidated Total Debt and (ii) the Borrower’s shareholders’
equity, determined in accordance with GAAP.

     

    “Total Leverage Ratio”
means, at any date of determination, the ratio of (i) Consolidated Total
Debt to (ii) Adjusted Consolidated EBITDA for the four fiscal quarter
period ending on such date or, if such date is not the last day of a fiscal
quarter, for the immediately preceding four fiscal quarter period.

     

    “Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.

     

    “Total Revolving
Outstandings” means the aggregate Outstanding Amount of all Revolving
Loans, Swing Line Loans and all L/C Obligations.

     

    “2006 Convertible
Notes” means the Borrower’s 2.6% convertible debentures due 2036 issued
pursuant to an indenture dated as of December 20, 2006 (which have an
accreted value as of March 31, 2009 of approximately
$707,000,000).

     

    “2009 Convertible
Notes” means the Borrower’s 3.25% convertible notes due 2014 issued
pursuant to an indenture dated May 11, 2009 and in the original aggregate
principal amount of $850,000,000.

     

    “Type” means, with
respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar
Rate Loan.

     

    “UCC” means the
Uniform Commercial Code as in effect in the State of New York; provided that, if
perfection or the effect of perfection or non-perfection or the priority of any
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, “UCC ” means the
Uniform Commercial Code as in effect form time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.

     

    “UIGEA” means the
Unlawful Internet Gambling Enforcement Act, codified at 31 U.S.C.
§§ 5361,  et
seq .

     

    “Unfunded Pension
Liability” means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s
assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.

     

    “United States” and
“U.S.” mean the
United States of America.

     

    “Unreimbursed Amount”
has the meaning specified in Section 2.03(c)(i).

     

    “Wells Fargo” has the
meaning specified in the introductory paragraph hereto.

     

    
      
        
           


        

        
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    1.02       
Other Interpretive Provisions.  With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

     

    (a)          
The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  The
words “ include
,” “includes ”
and “ including
” shall be deemed to be followed by the phrase “without limitation.”  The
word “ will ”
shall be construed to have the same meaning and effect as the word “ shall .”  Unless
the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document (including any Organization Document)
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person
shall be construed to include such Person’s successors and assigns,
(iii) the words “ herein ,” “ hereof ” and “ hereunder ,” and
words of similar import when used in any Loan Document, shall be construed to
refer to such Loan Document in its entirety and not to any particular provision
thereof, (iv) all references in a Loan Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, the Loan Document in which such references
appear, (v) any reference to any law shall include all statutory and
regulatory provisions consolidating, amending replacing or interpreting such law
and any reference to any law or regulation shall, unless otherwise specified,
refer to such law or regulation as amended, modified or supplemented from time
to time, and (vi) 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, securities,
accounts and contract rights.

     

    (b)          
In the computation of periods of time from a specified date to a later specified
date, the word “ from ” means “ from and including ;”
the words “ to ” and “ until
” each mean “to
but excluding ;” and the word “ through” means “ to and including
..”

     

    (c)          
Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.

     

    1.03       
Accounting Terms.  (a) Generally.  All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except  as
otherwise specifically prescribed herein.

     

    (b)          
Changes in
GAAP.  If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that ,
until so amended, (i) such ratio or requirement shall continue to be
computed
in accordance with GAAP prior to such change therein and (ii) the Borrower
shall provide to the Administrative Agent and the Lenders financial statements
and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in
GAAP.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (c)          
FIN 46. 
Notwithstanding the foregoing, no entity that is consolidated with the Borrower
solely as a result of the application of the Financial Accounting Standard
Board’s Interpretation 46 (Consolidation of Variable Interest Entities), as
amended or revised from time to time (“FIN 46”) and that does not otherwise
satisfy the criteria of the definition of the term “Subsidiary” shall be deemed
to be a Subsidiary of the Borrower for any purpose of this Agreement. 
Accordingly, neither the earnings nor the Debt of any such entity shall be
included in the calculation of the financial covenants hereunder nor shall any
such entity be subject to any other provisions of this Agreement solely as a
result of FIN 46.  If, however, the Debt of any such entity is
recourse to the Borrower or any Subsidiary of the Borrower, such Debt shall be
included in the calculation of the financial covenants hereunder to the extent
required herein.  For the avoidance of doubt, any entity that satisfies the
criteria of the definition of the term “Subsidiary” shall be treated as such for
all purposes of this Agreement.

     

    1.04       
Rounding.  Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

     

    1.05       
Times of Day.  Unless otherwise specified, all references herein to
times of day shall be references to Pacific time (daylight or standard, as
applicable).

     

    1.06       
Letter of Credit Amounts. Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean
the maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or the Issuer Documents
related thereto, whether or not such maximum face amount is in effect at such
time.

     

    ARTICLE
II.

    THE
COMMITMENTS AND CREDIT EXTENSIONS

     

    2.01       
Committed Loans.

     

    (a)          
Subject to the terms and conditions set forth herein, each Revolving Lender
severally agrees to make Revolving Loans to the Borrower from time to time, on
any Business Day during the Class B Availability Period, in an aggregate
amount not to exceed at any time outstanding the amount of such Lender’s
Revolving Commitment; provided, however , that after
giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Commitments, and
(ii) the aggregate Outstanding Amount of the Revolving Loans of any
Revolving Lender, plus  such
Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C
Obligations, plus  such
Revolving Lender’s Pro Rata Share of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s
Revolving Commitment.  Within the limits of each Revolving Lender’s
Revolving Commitment, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.01 ,
prepay under Section 2.05 ,
and reborrow under this Section 2.01
..  Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (b)          
On the Class B Maturity Date :

     

    (i)           
the Commitments of all Class B Lenders shall terminate and the Commitments
of all Class A Lenders shall continue on the terms herein set
forth;

     

    (ii)          
the Borrower shall prepay the outstanding Revolving Loans in an amount
sufficient to reduce the outstanding principal amount thereof to an amount not
in excess of the aggregate amount of all Class A Commitments;

     

    (iii)         
the Pro Rata Share of each Class A Lender shall be adjusted to reflect the
termination of the Commitments of the Class B Lenders;

     

    (iv)         
50% of all outstanding Loans shall be converted to funded term loans (the “Class A Term
Loans ”) that shall be held by all Class A Lenders ratably in
accordance with their respective Pro Rata Shares;

     

    (v)          
50% of all outstanding Loans shall be continued as Revolving Loans held by all
Class A Lenders ratably in accordance with their respective Pro Rata
Shares; and

     

    (vi)         
after giving effect to the foregoing, any unused Commitments shall continue as
Class A Commitments of the Class A Lenders.

     

    (c)          
Subject to the terms and conditions set forth herein, each Class A Lender
severally agrees to make Revolving Loans to the Borrower from time to time, on
any Business Day from the Class B Maturity Date through the Class A
Maturity Date, in an aggregate amount not to exceed at any time outstanding the
amount of such Class A Lender’s Revolving Commitment; provided , however , that after
giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Commitments, and
(ii) the aggregate Outstanding Amount of the Revolving Loans of any
Class A Lender, plus  such
Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus  such
Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender’s Revolving Commitment.  Within the limits of each
Class A Lender’s Revolving Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.01(c)
, prepay under Section 2.05 ,
and reborrow under this Section 2.01
..  Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein.

     

    2.02       
Borrowings, Conversions and Continuations of Committed Loans.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (a)          
Each Committed Borrowing, each conversion of Committed Loans from one Type to
the other, and each continuation of Eurodollar Rate Loans shall be made upon the
Borrower’s irrevocable notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be received by the Administrative Agent
not later than 11:00 a.m. (i) three Business
Days prior to the requested date of any Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate
Loans to Base Rate Committed Loans, and (ii) one Business Day prior to the
requested date of any Borrowing of Base Rate Committed Loans; provided , however , that if the
Borrower wishes to request Eurodollar Rate Loans having an Interest Period other
than one, two, three or six months in duration as provided in the definition of
“Interest Period”, the applicable notice must be received by the Administrative
Agent not later than 11:00 a.m. four Business Days prior to the requested
date of such Borrowing, conversion or continuation, whereupon the Administrative
Agent shall give prompt notice to the Lenders of such request and determine
whether the requested Interest Period is acceptable to all of them.  Not
later than 11:00 a.m., three Business Days before the requested date of
such Borrowing, conversion or continuation, the Administrative Agent shall
notify the Borrower (which notice may be by telephone) whether or not the
Interest Period requested pursuant to the preceding sentence has been consented
to by all the Lenders.  Each telephonic notice by the Borrower pursuant to
this
Section 2.02(a)  must be confirmed promptly by delivery to the
Administrative Agent of a written Committed Loan Notice, appropriately completed
and signed by a Responsible Officer of the Borrower.  Each Borrowing of,
conversion to or continuation of Eurodollar Rate Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. 
Except as provided in Sections 2.03(c)
 and 2.04(c) , each
Borrowing of or conversion to Base Rate Committed Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof.  Each
Committed Loan Notice (whether telephonic or written) shall specify
(i) whether the Borrower is requesting a Committed Borrowing, a conversion
of Committed Loans from one Type to the other, or a continuation of Eurodollar
Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued,
(iv) the Type of Committed Loans to be borrowed or to which existing
Committed Loans are to be converted, and (v) if applicable, the duration of
the Interest Period with respect thereto.  If the Borrower fails to specify
a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to
give a timely notice requesting a conversion or continuation, then the
applicable Committed Loans shall be made as, or converted to, Base Rate
Loans.  Any such automatic conversion to Base Rate Loans shall be effective
as of the last day of the Interest Period then in effect with respect to the
applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Committed
Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.

     

    (b)          
Following receipt of a Committed Loan Notice, the Administrative Agent shall
promptly notify each Lender that holds a Commitment for the type of Loan
requested of the amount of its Pro Rata Share of the applicable Committed Loans,
and if no timely notice of a conversion or continuation is provided by the
Borrower, the Administrative Agent shall notify each applicable Lender of the
details of any automatic conversion to Base Rate Loans described in the
preceding subsection.  In the case of a Committed Borrowing, each Lender
that holds a Commitment for the type of Loan requested shall make the amount of
its Committed Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent’s Office not later than
1:00 p.m. on the Business Day specified in the applicable Committed Loan
Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02  (and,
if such Borrowing is the initial Credit Extension, Section 4.01 ),
the Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative
Agent either by (i) crediting the account of the Borrower on the books of
Wells Fargo with the amount of such funds or (ii) wire transfer of such
funds, in each case in accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by the Borrower; provided , however , that if, on
the date the Committed Loan Notice with respect to such Borrowing is given by
the Borrower, there are L/C Borrowings outstanding, then the proceeds of such
Borrowing, first , shall be
applied to the payment in full of any such L/C Borrowings, and second , shall be
made available to the Borrower as provided above.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (c)          
Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurodollar Rate
Loan.  During the existence of a Default, no Revolving Loans may be
requested as, converted to or continued as Eurodollar Rate Loans without the
consent of the Required Lenders.

     

    (d)          
The Administrative Agent shall promptly notify the Borrower and the Lenders
funding such Loans of the interest rate applicable to any Interest Period for
Eurodollar Rate Loans upon determination of such interest rate.  At any
time that Base Rate Loans are outstanding, the Administrative Agent shall notify
the Borrower and the Lenders holding such Loans of any change in Wells Fargo’s
prime rate used in determining the Base Rate promptly following the public
announcement of such change.

     

    (e)          
After giving effect to all Committed Borrowings, all conversions of Committed
Loans from one Type to the other, and all continuations of Committed Loans as
the same Type, there shall not be more than fifteen Interest Periods in effect
with respect to Committed Loans.

     

    2.03       
Letters of Credit.

     

    (a)          
The Letter of Credit
Commitment.

     

    (i)           
Subject to the terms and conditions set forth herein, (A) the L/C Issuer
agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03 ,
(1) from time to time on any Business Day during the period from the
Restatement Effective Date until the Letter of Credit Expiration Date, to issue
Letters of Credit for the account of the Borrower or its Subsidiaries, and to
amend or extend Letters of Credit previously issued by it, in accordance with
subsection (b) below, and (2) to honor drawings under the Letters of
Credit; and (B) the Revolving Lenders severally agree to participate in
Letters of Credit issued for the account of the Borrower or its Subsidiaries and
any drawings thereunder; provided  that
after giving effect to any L/C Credit Extension with respect to any Letter of
Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate
Revolving Commitments, (y) the aggregate Outstanding Amount of the
Committed Loans of any Revolving Lender, plus  such
Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C
Obligations, plus  such
Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line
Loans shall not exceed such Revolving Lender’s Commitment, and (z) the
Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit
Sublimit.  Each request by the Borrower for the issuance or amendment of a
Letter of Credit shall be deemed to be a representation by the Borrower that the
L/C Credit Extension so requested complies with the conditions set forth in the
proviso to the preceding sentence.  Within the foregoing limits,
and subject to the terms and conditions hereof, the Borrower’s ability to obtain
Letters of Credit shall be fully revolving, and accordingly the Borrower may,
during the foregoing period, obtain Letters of Credit to replace Letters of
Credit that have expired or that have been drawn upon and reimbursed.  All
Existing Letters of Credit shall be deemed to have been issued pursuant hereto,
and from and after the Restatement Effective Date shall be subject to and
governed by the terms and conditions hereof.  On the Class B Maturity
Date, all Letters of Credit then outstanding shall be deemed to have been issued
pursuant to the Revolving Commitments under the Class A Commitments and
shall be subject to and governed by the terms and conditions
hereof.

     

    
      
        
        

      

      
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    (ii)          
The L/C Issuer shall not issue any Letter of Credit, if:

     

    (A)         
subject to Section 2.03(b)(iii),
the expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last extension, unless the Required Lenders
have approved such expiry date; or

     

    (B)          
the expiry date of such requested Letter of Credit would occur after the Letter
of Credit Expiration Date, unless all of the Revolving Lenders have approved
such expiry date.

     

    (iii)                              The
L/C Issuer shall not be under any obligation to issue any Letter of Credit
if:

     

    (A)         
any order, judgment or decree of any Governmental Authority or arbitrator shall
by its terms purport to enjoin or restrain the L/C Issuer from issuing such
Letter of Credit, or any Law applicable to the L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over the L/C Issuer shall prohibit, or request that
the L/C Issuer refrain from, the issuance of letters of credit generally or such
Letter of Credit in particular or shall impose upon the L/C Issuer with respect
to such Letter of Credit any restriction, reserve or capital requirement (for
which the L/C Issuer is not otherwise compensated hereunder) not in effect on
the Restatement Effective Date, or shall impose upon the L/C Issuer any
unreimbursed loss, cost or expense which was not applicable on the Restatement
Effective Date and which the L/C Issuer in good faith deems material to
it;

     

    (B)          
the issuance of such Letter of Credit would violate one or more policies of the
L/C Issuer;

     

    (C)          
except as otherwise agreed by the Administrative Agent and the L/C Issuer, such
Letter of Credit is in an initial face amount less than $100,000;

     

    (D)         
such Letter of Credit is to be denominated in a currency other than
Dollars;

     

    (E)          
such Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder; or

     

    
      
        
           


        

        
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    (F)          
a default of any Revolving Lender’s obligations to fund under Section 2.03(c) exists
or any Revolving Lender is at such time an Impacted Lender hereunder, unless the
L/C Issuer has been provided cash collateral as contemplated by Section 2.14  or
has entered into satisfactory arrangements with the Borrower or such Lender to
eliminate the L/C Issuer’s risk with respect to such Lender.

     

    (iv)         
The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not
be permitted at such time to issue such Letter of Credit in its amended form
under the terms hereof.

     

    (v)          
The L/C Issuer shall be under no obligation to amend any Letter of Credit if
(A) the L/C Issuer would have no obligation at such time to issue such
Letter of Credit in its amended form under the terms hereof, or (B) the
beneficiary of such Letter of Credit does not accept the proposed amendment to
such Letter of Credit.

     

    (vi)         
The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith, and the
L/C Issuer shall have all of the benefits and immunities (A) provided to
the Administrative Agent in Article IX  with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer
Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used in Article IX  included
the L/C Issuer with respect to such acts or omissions, and (B) as
additionally provided herein with respect to the L/C Issuer.

     

    (b)          
Procedures for
Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit.

     

    (i)           
Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the
Borrower.  Such Letter of Credit Application must be received by the L/C
Issuer and the Administrative Agent not later than 11:00 a.m. at least two
Business Days (or such later date and time as the Administrative Agent and the
L/C Issuer may agree in a particular instance in their sole discretion) prior to
the proposed issuance date or date of amendment, as the case may be.  In
the case of a request for an initial issuance of a Letter of Credit, such Letter
of Credit Application shall specify in form and detail satisfactory to the L/C
Issuer: (A) the proposed issuance date of the requested Letter of Credit
(which shall be a Business Day); (B) the amount thereof; (C) the
expiry date thereof; (D) the name and address of the beneficiary thereof;
(E) the documents to be presented by such beneficiary in case of any
drawing thereunder; (F) the full text of any certificate to be presented by
such beneficiary in case of any drawing thereunder; and (G) such other
matters as the L/C
Issuer may require.  In the case of a request for an amendment of any
outstanding Letter of Credit, such Letter of Credit Application shall specify in
form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to
be amended; (B) the proposed date of amendment thereof (which shall be a
Business Day); (C) the nature of the proposed amendment; and (D) such
other matters as the L/C Issuer may require. Additionally, the Borrower shall
furnish to the L/C Issuer and the Administrative Agent such other documents and
information pertaining to such requested Letter of Credit issuance or amendment,
including any Issuer Documents, as the L/C Issuer or the Administrative Agent
may require.

     

    
      
        
        

      

      
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    (ii)          
Promptly after receipt of any Letter of Credit Application, the L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the L/C Issuer will provide the Administrative
Agent with a copy thereof.  Unless the L/C Issuer has received written
notice from Required Lenders, the Administrative Agent or the Borrower, at least
one Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in
Article IV  shall
not then be satisfied, then, subject to the terms and conditions hereof, the L/C
Issuer shall, on the requested date, issue a Letter of Credit for the account of
the Borrower (or the applicable Subsidiary) or enter into the applicable
amendment, as the case may be, in each case in accordance with the L/C Issuer’s
usual and customary business practices.  Immediately upon the issuance of
each Letter of Credit, each Revolving Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk
participation in such Letter of Credit in an amount equal to the product of such
Revolving Lender’s Pro Rata Share times  the
amount of such Letter of Credit.

     

    (iii)         
If the Borrower so requests in any applicable Letter of Credit Application, the
L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of
Credit ”); provided  that
any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent
any such extension at least once in each twelve-month period (commencing with
the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “ Non-Extension Notice
Date ”) in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued.  Unless otherwise directed by the L/C
Issuer, the Borrower shall not be required to make a specific request to the L/C
Issuer for any such extension.  Once an Auto-Extension Letter of Credit has
been issued, the Revolving Lenders shall be deemed to have authorized (but may
not require) the L/C Issuer to permit the extension of such Letter of Credit at
any time to an expiry date not later than the Letter of Credit Expiration Date;
provided ,
however , that
the L/C Issuer shall not permit any such extension if (A) the L/C Issuer
has determined that it would not be permitted, or would have no obligation, at
such time to issue such Letter of Credit in its revised form (as extended) under
the terms hereof (by reason of the provisions of clause (ii) or
(iii) of Section 2.03(a)
 or otherwise), or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is five Business Days before
the Non-Extension Notice Date (1) from the Administrative Agent that the
Required Lenders have elected not to permit such extension or (2) from the
Administrative Agent, Required Lenders or the Borrower that one or more of the
applicable conditions specified in Section 4.02  is
not then satisfied, and in each such case directing the L/C Issuer not to permit
such extension.

     

    
      
        
        

      

      
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    (iv)         
Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary
thereof, the L/C Issuer will also deliver to the Borrower and the Administrative
Agent a true and complete copy of such Letter of Credit or
amendment.

     

    (c)          
Drawings and
Reimbursements; Funding of Participations.

     

    (i)           
Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower
and the Administrative Agent thereof.  Not later than 12:00 noon on the
date of any payment by the L/C Issuer under a Letter of Credit (each such date,
an “ Honor Date
”), the Borrower may reimburse the L/C Issuer through the Administrative Agent
in an amount equal to the amount of such drawing.  If the Borrower fails to
so reimburse the L/C Issuer by such time, the Administrative Agent shall
promptly notify each Revolving Lender of the Honor Date, the amount of the
unreimbursed drawing (the “ Unreimbursed Amount
”), and the amount of such Revolving Lender’s Pro Rata Share thereof.  In
such event, the Borrower shall be deemed to have requested a Committed Borrowing
of Base Rate Loans under the Revolving Commitment to be disbursed on the Honor
Date in an amount equal to the Unreimbursed Amount, without regard to the
minimum and multiples specified in Section 2.02  for
the principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Aggregate Commitments and the conditions set forth
in  Section 4.02  (other
than the delivery of a Committed Loan Notice).  Any notice given by the L/C
Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
 may be given by telephone if immediately confirmed in writing;  provided  that
the lack of such an immediate confirmation shall not affect the conclusiveness
or binding effect of such notice.

     

    (ii)          
Each Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make
funds available to the Administrative Agent for the account of the L/C Issuer at
the Administrative Agent’s Office in an amount equal to its Pro Rata Share of
the Unreimbursed Amount not later than 1:00 p.m. on the Business Day
specified in such notice by the Administrative Agent, whereupon, subject to the
provisions of Section 2.03(c)(iii)
, each Revolving Lender that so makes funds available shall be deemed to have
made a Base Rate Committed Loan to the Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the L/C
Issuer.

     

    (iii)         
With respect to any Unreimbursed Amount that is not fully refinanced by a
Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02  cannot
be satisfied or for any other reason, the Borrower shall be deemed to have
incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the Applicable
Rate for Base Rate Loans, or upon the request of Required Lenders, at the
Default Rate.  In such event, each Revolving Lender’s payment to the
Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
 shall be deemed payment in respect of its participation in such L/C
Borrowing and shall constitute an L/C Advance from such Revolving Lender in
satisfaction of its participation obligation under this Section 2.03.

     

    
      
        
        

      

      
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    (iv)         
Until each Revolving Lender funds its Committed Loan or L/C Advance pursuant to
this
Section 2.03(c)  to reimburse the L/C Issuer for any amount
drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata
Share of such amount shall be solely for the account of the L/C
Issuer.

     

    (v)          
Each Revolving Lender’s obligation to make Committed Loans or L/C Advances to
reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
contemplated by this Section 2.03(c)
, shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense
or other right which such Lender may have against the L/C Issuer, the Borrower
or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided , however , that each
Revolving Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c)
 is subject to the conditions set forth in Section 4.02  (other
than delivery by the Borrower of a Committed Loan Notice).  No such making
of an L/C Advance shall relieve or otherwise impair the obligation of the
Borrower to reimburse the L/C Issuer for the amount of any payment made by the
L/C Issuer under any Letter of Credit, together with interest as provided
herein.

     

    (vi)         
If any Revolving Lender fails to make available to the Administrative Agent for
the account of the L/C Issuer any amount required to be paid by such Revolving
Lender pursuant to the foregoing provisions of this Section 2.03(c)
 by the time specified in Section 2.03(c)(ii)
, the L/C Issuer shall be entitled to recover from such Revolving Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such
payment is immediately available to the L/C Issuer at a rate per annum equal to
the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation.  A
certificate of the L/C Issuer submitted to any Revolving Lender (through the
Administrative Agent) with respect to any amounts owing under this clause
(vi) shall be conclusive absent manifest error.

     

    (d)          
Repayment of
Participations.

     

    (i)           
At any time after the L/C Issuer has made a payment under any Letter of Credit
and has received from any Revolving Lender such Lender’s L/C Advance in respect
of such payment in accordance with Section 2.03(c)
, if the Administrative Agent receives for the account of the L/C Issuer any
payment in respect of the related Unreimbursed Amount or interest thereon
(whether directly from the Borrower or otherwise, including proceeds of Cash
Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Revolving Lender its Pro Rata Share thereof
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender’s L/C Advance was outstanding) in the same
funds as those received by the Administrative Agent.

     

    
      
        
           


        

        
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    (ii)          
If any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i)
 is required to be returned under any of the circumstances described in
Section 10.05  (including
pursuant to any settlement entered into by the L/C Issuer in its discretion),
each Revolving Lender shall pay to the Administrative Agent for the account of
the L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent,
plus interest thereon from the date of such demand to the date such amount is
returned by such Revolving Lender, at a rate per annum equal to the Federal
Funds Rate from time to time in effect.  The obligations of the Lenders
under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.

     

    (e)          
Obligations
Absolute. 
The obligation of the Borrower to reimburse the L/C Issuer for each drawing
under each Letter of Credit and to repay each L/C Borrowing shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including the
following:

     

    (i)           
any lack of validity or enforceability of such Letter of Credit, this Agreement,
or any other Loan Document;

     

    (ii)          
the existence of any claim, counterclaim, setoff, defense or other right that
the Borrower or any Subsidiary may have at any time against any beneficiary or
any transferee of such Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the L/C Issuer or any other
Person, whether in connection with this Agreement, the transactions contemplated
hereby or by such Letter of Credit or any agreement or instrument relating
thereto, or any unrelated transaction;

     

    (iii)         
any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;

     

    (iv)         
any payment by the L/C Issuer under such Letter of Credit against presentation
of a draft or certificate that does not strictly comply with the terms of such
Letter of Credit; or any payment made by the L/C Issuer under such Letter of
Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any
transferee of such Letter of Credit, including any arising in connection with
any proceeding under any Debtor Relief Law; or

     

    (v)          
any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, including any other circumstance that might otherwise constitute
a defense available to, or a discharge of, the Borrower or any
Subsidiary.

     

    The
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower’s instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer.  The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

     

    
      
        
        

      

      
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    (f)           
Role of L/C
Issuer.  Each Revolving Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.  None of the L/C
Issuer, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of the L/C Issuer shall be liable to
any Revolving Lender for (i) any action taken or omitted in connection
herewith at the request or with the approval of the Revolving Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the
absence of gross negligence or willful misconduct; or (iii) the due
execution, effectiveness, validity or enforceability of any document or
instrument related to any Letter of Credit or Issuer Document.  The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit; provided , however , that this
assumption is not intended to, and shall not, preclude the Borrower’s pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.  None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through
(v) of Section 2.03(e)
; provided ,
however , that
anything in such clauses to the contrary notwithstanding, the Borrower may have
a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer’s willful misconduct or gross negligence or
the L/C Issuer’s willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter
of Credit.  In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

     

    (g)          
Cash
Collateral.  Upon the request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request under
any Letter of Credit and such drawing has resulted in an L/C Borrowing, or
(ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for
any reason remains outstanding, the Borrower shall, in each case, immediately
Cash Collateralize the then Outstanding Amount of all L/C
Obligations. Sections 2.05  and
8.02(c)
 set forth certain additional requirements to deliver Cash Collateral
hereunder.  For purposes of this Section 2.03 ,
Section 2.05  and
Section 8.02(c)
, “ Cash
Collateralize ” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Revolving
Lenders, as collateral for the L/C Obligations, cash or deposit account balances
pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Revolving Lenders).  Derivatives of such term have corresponding
meanings.  The Borrower hereby grants to the Administrative Agent, for the
benefit of the L/C Issuer and the Revolving Lenders, a security interest in all
such cash, deposit accounts and all balances therein and all proceeds of the
foregoing.  Cash Collateral shall be maintained in blocked, non-interest
bearing deposit accounts at Wells Fargo.

     

    
      
        
           


        

        
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    (h)          
Applicability of ISP
and UCP.  Unless otherwise expressly agreed by the L/C Issuer and
the Borrower when a Letter of Credit is issued (including any such agreement
applicable to an Existing Letter of Credit), (i) the rules of the ISP
shall apply to each standby Letter of Credit, and (ii) the rules of
the Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce at the time of issuance shall
apply to each commercial Letter of Credit.

     

    (i)           
Letter of Credit
Fees.  The Borrower shall pay to the Administrative Agent for the
account of each Revolving Lender in accordance with its Pro Rata Share a Letter
of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to
the Applicable Rate for Eurodollar Rate Loans  times  the
daily maximum amount available to be drawn under such Letter of Credit (whether
or not such maximum amount is then in effect under such Letter of Credit). 
Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears
and (ii) due and payable on the first Business Day after the end of each
March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand.  If there is any change in the
Applicable Rate during any quarter, the daily maximum amount of each Letter of
Credit shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect. 
Notwithstanding anything to the contrary contained herein, upon the request of
the Required Lenders, while any Event of Default exists, all Letter of Credit
Fees shall accrue at the Default Rate.

     

    (j)           
Fronting Fee and
Documentary and Processing Charges Payable to L/C Issuer.  The Borrower shall pay
directly to the L/C Issuer for its own account a fronting fee with respect to
each Letter of Credit, at a rate of 0.125% per annum, computed on the actual
daily maximum amount available to be drawn under such Letter of Credit (whether
or not such maximum amount is then in effect under such Letter of Credit) and on
a quarterly basis in arrears, and due and payable on the first Business Day
after the end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand.  In addition,
the Borrower shall pay directly to the L/C Issuer for its own account the
customary issuance, presentation, amendment and other processing fees, and other
standard costs and charges, of the L/C Issuer relating to letters of credit as
from time to time in effect.  Such customary fees and standard costs and
charges are due and payable on demand and are nonrefundable.

     

    (k)          
Conflict with Issuer
Documents.  In the event of any conflict between the terms hereof
and the terms of any Issuer Document, the terms hereof shall
control.

     

    (l)          
 Letters of
Credit Issued for Subsidiaries.  Notwithstanding that a Letter of
Credit issued or outstanding hereunder is in support of any obligations of, or
is for the account of, a Subsidiary, the Borrower shall be obligated to
reimburse the L/C Issuer hereunder for any and all drawings under such Letter of
Credit.  The Borrower hereby acknowledges that the issuance of Letters of
Credit for the account of Subsidiaries inures to the benefit of the Borrower,
and that the Borrower’s business derives substantial benefits from the
businesses of such Subsidiaries.

     

    
      
        
           


        

        
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    2.04    
   Swing Line Loans.

     

    (a)          
The Swing
Line.  Subject to the terms and conditions set forth herein, the
Swing Line Lender agrees, in reliance upon the agreements of the other Lenders
set forth in this Section 2.04 ,
to make loans (each such loan, a “ Swing Line Loan ”) to
the Borrower from time to time on any Business Day during the Availability
Period in an aggregate amount not to exceed at any time outstanding the amount
of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving
Loans and L/C Obligations of the Revolving Lender acting as Swing Line Lender,
may exceed the amount of such Lender’s Revolving Commitment; provided , however , that after
giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings
shall not exceed the Aggregate Revolving Commitments, and (ii) the
aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender,
plus  such
Revolving Lender’s Pro Rata Share of the Outstanding Amount of all L/C
Obligations, plus  such
Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender’s Revolving Commitment, and provided , further , that the
Borrower shall not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan.  Within the foregoing limits, and subject to
the other terms and conditions hereof, the Borrower may borrow under this Section 2.04 ,
prepay under Section 2.05 ,
and reborrow under this Section 2.04
..  Each Swing Line Loan shall be a Base Rate Loan.  Immediately upon
the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Swing Line
Lender a risk participation in such Swing Line Loan in an amount equal to the
product of such Revolving Lender’s Pro Rata Share times  the
amount of such Swing Line Loan.  The Swing Line Lender shall not be under
any obligation to make any Swing Line Loan if any Revolving Lender is at such
time an Impacted Lender hereunder, unless the Swing Line Lender has been
provided cash collateral as contemplated by Section 2.14  or
has entered into satisfactory arrangements with the Borrower or such Lender to
eliminate the Swing Line Lender’s risk with respect to such Lender.

     

    (b)          
Borrowing
Procedures.

     

    (i)           
Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice
to the Swing Line Lender and the Administrative Agent, which may be given by
telephone.  Except as otherwise provided in the following paragraph, each
such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 1:00 p.m. on the requested borrowing date, and shall
specify (i) the amount to be borrowed, which shall be a minimum of
$100,000, and (ii) the requested borrowing date, which shall be a Business
Day.  Except as otherwise provided in the following paragraph, each such
telephonic notice must be confirmed promptly by delivery to the Swing Line
Lender and the Administrative Agent of a written Swing Line Loan Notice,
appropriately completed and signed by a Responsible Officer of the
Borrower.  Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof.  Unless the Swing Line Lender has received notice (by
telephone or in writing) from the Administrative Agent (including at the request
of any Lender) prior to
2:00 p.m. on the date of the proposed Swing Line Borrowing
(A) directing the Swing Line Lender not to make such Swing Line Loan as a
result of the limitations set forth in the proviso to the first sentence of
Section 2.04(a)
, or (B) that one or more of the applicable conditions specified in Article IV  is
not then satisfied, then, subject to the terms and conditions hereof, the Swing
Line Lender will, not later than 3:00 p.m. on the borrowing date specified
in such Swing Line Loan Notice, make the amount of its Swing Line Loan available
to the Borrower at its office by crediting the account of the Borrower on the
books of the Swing Line Lender in immediately available funds.

     

    
      
        
        

      

      
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    (ii)          
Notwithstanding anything in the preceding paragraph to the contrary, the
Borrower and the Swing Line Lender agree that Swing Line Borrowings and
repayments of Swing Line Loans may be managed pursuant to a sweep account
arrangement on terms mutually satisfactory to the Borrower and the Swing Line
Lender (a “ Sweep
Account Agreement ”).  In such case, the terms of such Sweep Account
Agreement (including, without limitation, the terms in respect of notice, timing
and minimum borrowing amounts) shall control the borrowing procedure for Swing
Line Loans.

     

    (c)          
Refinancing of Swing
Line Loans.

     

    (i)           
The Swing Line Lender at any time in its sole and absolute discretion may
request, on behalf of the Borrower (which hereby irrevocably authorizes the
Swing Line Lender to so request on its behalf), that each Revolving Lender make
a Base Rate Committed Loan in an amount equal to such Lender’s Pro Rata Share of
the amount of Swing Line Loans then outstanding.  Such request shall be
made in writing (which written request shall be deemed to be a Committed Loan
Notice for purposes hereof) and in accordance with the requirements of Section 2.02 ,
without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, but subject to the unutilized portion of the
Aggregate Revolving Commitments and the conditions set forth in Section 4.02
..  The Swing Line Lender shall furnish the Borrower with a copy of the
applicable Committed Loan Notice promptly after delivering such notice to the
Administrative Agent.  Each Revolving Lender shall make an amount equal to
its Pro Rata Share of the amount specified in such Committed Loan Notice
available to the Administrative Agent in immediately available funds for the
account of the Swing Line Lender at the Administrative Agent’s Office not later
than 1:00 p.m. on the day specified in such Committed Loan Notice,
whereupon, subject to Section 2.04(c)(ii)
, each Revolving Lender that so makes funds available shall be deemed to have
made a Base Rate Revolving Loan to the Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the Swing Line
Lender.

     

    (ii)          
If for any reason any Swing Line Loan cannot be refinanced by such a Committed
Borrowing in accordance with Section 2.04(c)(i)
, the request for Base Rate Revolving Loans submitted by the Swing Line Lender
as set forth herein shall be deemed to be a request by the Swing Line Lender
that each of the Revolving Lenders fund its risk participation in the relevant
Swing Line Loan and each Revolving Lender’s payment to the Administrative Agent
for the account of the Swing Line Lender pursuant to Section 2.04(c)(i)
 shall be deemed payment in respect of such participation.

     

    
      
        
           


        

        
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    (iii)         
If any Revolving Lender fails to make available to the Administrative Agent for
the account of the Swing Line Lender any amount required to be paid by such
Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c)
 by the time specified in Section 2.04(c)(i)
, the Swing Line Lender shall be entitled to recover from such Revolving Lender
(acting through the Administrative Agent), on demand, such amount with interest
thereon for the period from the date such payment is required to the date on
which such payment is immediately available to the Swing Line Lender at a rate
per annum equal to the greater of the Federal Funds Rate and a rate determined
by the Swing Line Lender in accordance with banking industry rules on
interbank compensation.  A certificate of the Swing Line Lender submitted
to any Revolving Lender (through the Administrative Agent) with respect to any
amounts owing under this clause (iii) shall be conclusive absent manifest
error.

     

    (iv)         
Each Revolving Lender’s obligation to make Committed Loans or to purchase and
fund risk participations in Swing Line Loans pursuant to this Section 2.04(c)
 shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense
or other right which such Revolving Lender may have against the Swing Line
Lender, the Borrower or any other Person for any reason whatsoever, (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event
or condition, whether or not similar to any of the foregoing; provided , however , that each
Revolving Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c)
 is subject to the conditions set forth in Section 4.02
..  No such funding of risk participations shall relieve or otherwise impair
the obligation of the Borrower to repay Swing Line Loans, together with interest
as provided herein.

     

    (d)         
 Repayment of
Participations.

     

    (i)           
At any time after any Revolving Lender has purchased and funded a risk
participation in a Swing Line Loan, if the Swing Line Lender receives any
payment on account of such Swing Line Loan, the Swing Line Lender will
distribute to such Revolving Lender its Pro Rata Share of such payment
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Revolving Lender’s risk participation was funded) in
the same funds as those received by the Swing Line Lender.

     

    (ii)          
If any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line
Lender under any of the circumstances described in Section 10.05  (including
pursuant to any settlement entered into by the Swing Line Lender in its
discretion), each Revolving Lender shall pay to the Swing Line Lender its Pro
Rata Share thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per
annum equal to the Federal Funds Rate.  The Administrative Agent will make
such demand upon the request of the Swing Line Lender.  The obligations of
the Revolving Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement.

     

    
      
        
           


        

        
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    (e)           Interest for Account of
Swing Line Lender.  The Swing Line Lender shall be responsible for
invoicing the Borrower for interest on the Swing Line Loans.  Until each
Revolving Lender funds its Base Rate Committed Loan or risk participation
pursuant to this Section 2.04  to
refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in
respect of such Pro Rata Share shall be solely for the account of the Swing Line
Lender.

     

    (f)         
  Payments Directly to Swing
Line Lender.  The Borrower shall make all payments of principal and
interest in respect of the Swing Line Loans directly to the Swing Line
Lender.

     

    2.05     
  Prepayments.

     

    (a)       
   The Borrower may, upon notice to the Administrative
Agent, at any time or from time to time voluntarily prepay Committed Loans in
whole or in part without premium or penalty; provided  that
(i) such notice must be received by the Administrative Agent not later than
11:00 a.m. (A) three Business Days prior to any date of prepayment of
Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate
Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a
principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in
a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof
or, in each case, if less, the entire principal amount thereof then
outstanding.  Each such notice shall specify the date and amount of such
prepayment, and the Type(s) of Committed Loans to be prepaid.  The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lender’s Pro Rata Share of such
prepayment.  If such notice is given by the Borrower, the Borrower shall
make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein.  Any prepayment of a
Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount
prepaid, together with any additional amounts required pursuant to Section 3.05
..  Each such prepayment shall be applied to the Committed Loans of the
Revolving Lenders, in accordance with their respective Pro Rata
Shares.

     

    (b)          The
Borrower may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided  that
(i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal
amount of $100,000 or, in each case, if less, the entire principal amount then
outstanding.  Each such notice shall specify the date and amount of such
prepayment.  If such notice is given by the Borrower, the Borrower shall
make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein.  Notwithstanding the
foregoing, the Borrower and Swing Line Lender may agree that prepayments of
Swing Line Loans shall be managed through a Sweep Account
Agreement.

     

    (c)           If
for any reason the Total Revolving Outstandings at any time exceed the Aggregate
Revolving Commitments then in effect, the Borrower shall immediately prepay
Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate
amount equal to such excess; provided , however , that the
Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.05(c)
 unless after the prepayment in full of the Revolving Loans and Swing Line
Loans the Total Revolving Outstandings exceed the Aggregate Revolving
Commitments then in effect.

     

    
      
        
           


        

        
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    2.06     
  Termination or Reduction of Commitments.

     

    (a)        
  The Borrower may, upon notice to the Administrative Agent,
terminate the Aggregate Revolving Commitments, or from time to time permanently
reduce the Aggregate Revolving Commitments; provided  that
(i) any such notice shall be received by the Administrative Agent not later
than 11:00 a.m. five Business Days prior to the date of termination or
reduction (except in the case of any reductions to be made in June of
2009), (ii) any such partial reduction shall be in an aggregate amount of
$10,000,000 or any whole multiple of $1,000,000 in excess thereof,
(iii) the Borrower shall not terminate or reduce the Aggregate Revolving
Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving
Commitments, and (iv) if, after giving effect to any reduction of the
Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line
Sublimit exceeds the amount of the Aggregate Revolving Commitments, such
Sublimit shall be automatically reduced by the amount of such excess.  The
Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Revolving Commitments.  Any
reduction of the Aggregate Revolving Commitments shall be applied to the
Revolving Commitment of each Revolving Lender according to its Pro Rata
Share.  All fees accrued until the effective date of any termination of the
Aggregate Revolving Commitments shall be paid on the effective date of such
termination.

     

    (b)      
    Following the occurrence of a Change of Control,
the Required Lenders may in their sole and absolute discretion elect, during the
sixty day period immediately subsequent to the later
of  (a) such occurrence and (b) the earlier  of
(i) receipt of the Borrower’s written notice to the Administrative Agent of
such occurrence and (ii) if no such notice has been received by the
Administrative Agent, the date upon which the Administrative Agent and the
Lenders have actual knowledge thereof, to terminate all of the
Commitments.  In any such case the Commitments shall be terminated
effective on the date which is sixty days subsequent to the date of written
notice from the Administrative Agent to the Borrower thereof, and (i) to
the extent that any Loans are then outstanding, the same shall be immediately
due and payable, and (ii) to the extent that any Letters of Credit are then
outstanding, Borrower shall provide cash collateral for the same.

     

    (c)        
  The Class B Commitments of the Designated Extending
Lenders shall be permanently reduced by an amount equal to 50% of the amount of
all Gross Bond Proceeds as herein set forth.  The reductions to the
Class B Commitments of the Designated Extended Lenders shall be made
ratably, based upon such Lenders’ total Class A Commitments as of the date
of such reduction.  If the Class B Commitments of any Designated
Extending Lender shall be reduced to zero, any Commitment reduction to which it
would otherwise be entitled shall be shared ratably among the other Designated
Extending Lenders; provided  that
after all Class B Commitments of the Designated Extending Lenders have been
permanently retired, the Class A Commitments of the Designated Extending
Lenders shall thereupon be ratably reduced until the aggregate amount thereof
shall have been reduced to $1.5 billion, and once the aggregate Class A
Commitments have been reduced to $1.5 billion, no further reductions to the
Commitments will be necessary.

     

    
      
        
           


        

        
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    2.07     
  Repayment of Loans.

     

    (a)         
 The Borrower shall repay in full to each Class B Lender on the
Class B Maturity Date the aggregate principal amount of Revolving Loans
outstanding on such date and then owing to such Class B
Lender.

     

    (b)         
 The Borrower shall repay each Swing Line Loan (i) to not more
than $2,000,000 on the fifteenth day after the date such Loan is made and
(ii) in full on the Class A Maturity Date.

     

    (c)        
  The Borrower shall repay in full to each Class A Lender
on the Class A Maturity Date the aggregate principal amount of Revolving
Loans outstanding on such date.

     

    (d)       
   The Borrower shall repay to the Class A Term Loan
Lenders the aggregate principal amount of all Class A Term Loans
outstanding on the Class B Maturity Date in six installments, the first
five of which shall be equal to 1.25% of the original principal amount of such
Class A Term Loans and shall commence on March 31, 2011 and continue
on the last business day of each June, September, December and
March thereafter through and including March 31, 2012 and the final
principal repayment installment of which shall be made on the Class A
Maturity Date and shall be in an amount equal to the aggregate principal amount
of all Class A Term Loans outstanding on such date.

     

    (e)      
    The Borrower shall utilize 100% of the Net Bond
Proceeds (inclusive of the proceeds from the 2009 Convertible Notes) from a
Permitted Note Issue up to $1,000,000,000 to (a) prepay Revolving Loans or
(b) redeem, repurchase or retire the 2006 Convertible Notes.  Any Net
Bond Proceeds received prior to the Restatement Effective Date shall be applied
to the prepayment of Revolving Loans on or before June 30, 2009, and any
Net Bond Proceeds received after the Restatement Effective Date shall be applied
by the Borrower within ninety (90) days of receipt thereof.

     

    2.08    
   Interest.

     

    (a)       
   Subject to the provisions of subsection (b) below,
(i) each Eurodollar Rate Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
the Eurodollar Rate for such Interest Period plus  the
Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus  the
Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus  the
Applicable Rate.

     

    (b)        
  (i)  If any amount of principal of any Loan is not paid
when due (without regard to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.

     

    
      
        
           


        

        
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    (ii)         
 If any amount (other than principal of any Loan) payable by the
Borrower under any Loan Document is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or
otherwise, then upon the request of the Required Lenders, such amount shall
thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.

     

    (iii)        
 Upon the request of the Required Lenders, while any Event of
Default exists, the Borrower shall pay interest on the principal amount of all
outstanding Obligations hereunder at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.

     

    (iv)         Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

     

    (c)        
  Interest on each Loan shall be due and payable in arrears on
each Interest Payment Date applicable thereto and at such other times as may be
specified herein.  Interest hereunder shall be due and payable in
accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.

     

    2.09    
   Fees.  In addition to
certain fees described in subsections (i) and (j) of Section 2.03:

     

    (a)          
 Facility
Fee.  The Borrower shall pay to the Administrative Agent for the
account of each Lender in accordance with its Pro Rata Share, a facility fee
equal to the applicable facility fee set forth in the definition of Applicable
Rate times  the
actual daily amount of  the Aggregate Commitments (or, if the Aggregate
Commitments have terminated, on the Outstanding Amount of all Committed Loans,
Swing Line Loans and L/C Obligations), regardless of usage.  For the
avoidance of doubt, it is agreed that the facility fee shall be payable on any
outstanding Class A Term Loans.  The facility fee shall accrue at all
times during the Availability Period (and thereafter so long as any Committed
Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any
time during which one or more of the conditions in Article IV  is
not met, and shall be due and payable quarterly in arrears on the last Business
Day of each March, June, September and December, commencing with the first
such date to occur after the Restatement Effective Date, and on the Maturity
Date (and, if applicable, thereafter on demand).  The facility fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and
multiplied by the applicable facility fee set forth in the definition of the
Applicable Rate separately for each period during such quarter that such
facility fee was in effect.

     

    (b)       
   Other Fees. 
(i) The Borrower shall pay to the Arrangers and the Administrative Agent
for their own respective accounts fees in the amounts and at the times specified
in the Fee Letters.  Such fees shall be fully earned when paid and shall
not be refundable for any reason whatsoever.

     

    
      
        
           


        

        
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    (ii)        
  The Borrower shall pay to the Lenders such fees as shall have
been separately agreed upon in writing in the amounts and at the times so
specified.  Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.

     

    2.10     
  Computation
of Interest and Fees.  All computations of interest for Base Rate
Loans when the Base Rate is determined by Wells Fargo’s “prime rate” shall be
made on the basis of a year of 365 or 366 days, as the case may be, and actual
days elapsed.  All other computations of fees and interest shall be made on
the basis of a 360-day year and actual days elapsed (which results in more fees
or interest, as applicable, being paid than if computed on the basis of a
365-day year).  Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided  that
any Loan that is repaid on the same day on which it is made shall, subject to
Section 2.12(a)
, bear interest for one day.  Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.

     

    2.11      
 Evidence of Debt.

     

    (a)         
 The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business.  The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon.  Any failure to so
record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrower hereunder to pay any amount owing with respect to
the Obligations.  In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error.  Upon
the request of any Lender made through the Administrative Agent, the Borrower
shall execute and deliver to such Lender (through the Administrative Agent) a
Note, which shall evidence such Lender’s Loans in addition to such accounts or
records.  Each Lender may attach schedules to its Note and endorse thereon
the date, Type (if applicable), amount and maturity of its Loans and payments
with respect thereto.

     

    (b)       
   In addition to the accounts and records referred to in
subsection (a), each Revolving Lender and the Administrative Agent shall
maintain in accordance with its usual practice accounts or records evidencing
the purchases and sales by such Revolving Lender of participations in Letters of
Credit and Swing Line Loans.  In the event of any conflict between the
accounts and records maintained by the Administrative Agent and the accounts and
records of any Revolving Lender in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest
error.

     

    2.12       
Payments Generally; Administrative Agent’s Clawback.

     

    
      
        
        

      

      
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    (a)          
 General.  All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as otherwise
expressly provided herein, all payments by the Borrower hereunder shall be made
to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed,
at the Administrative Agent’s Office in Dollars and in immediately available
funds not later than 2:00 p.m. on the date specified herein.  The
Administrative Agent will promptly distribute to each Lender its Pro Rata Share
(or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office.  All payments
received by the Administrative Agent after 2:00 p.m. shall be deemed
received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue.  If any payment to be made by the Borrower shall
come due on a day other than a Business Day, payment shall be made on the next
following Business Day, and such extension of time shall be reflected in
computing interest or fees, as the case may be.

     

    (b)           (i) Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Committed Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Committed Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with Section 2.02  and
may, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  In such event, if a Lender has not in fact made its
share of the applicable Committed Borrowing available to the Administrative
Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the
case of a payment to be made by such Lender, the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation and (B) in the case
of a payment to be made by the Borrower, the interest rate applicable to Base
Rate Loans.  If the Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative
Agent shall promptly remit to the Borrower the amount of such interest paid by
the Borrower for such period.  If such Lender pays its share of the
applicable Committed Borrowing to the Administrative Agent, then the amount so
paid shall constitute such Lender’s Committed Loan included in such Committed
Borrowing.  Any payment by the Borrower shall be without prejudice to any
claim the Borrower may have against a Lender that shall have failed to make such
payment to the Administrative Agent.

     

    (ii) Payments by Borrower;
Presumptions by Administrative Agent.  Unless the Administrative
Agent shall have received notice from the Borrower prior to the date on which
any payment is due to the Administrative Agent for the account of any of the
Lenders or the L/C Issuer hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to such Lenders or the L/C Issuer, as the case may be,
the amount due.  In such event, if the Borrower has not in fact made such
payment, then each of the applicable Lenders or the L/C Issuer, as the case may
be, severally agrees to repay to the Administrative Agent forthwith on demand
the amount so distributed to such Lender or the L/C Issuer, in immediately
available funds with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.

     

    
      
        
        

      

      
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    A notice
of the Administrative Agent to any Lender or the Borrower with respect to any
amount owing under this subsection (b) shall be conclusive, absent manifest
error.

     

    (c)        
  Failure to Satisfy
Conditions Precedent.  If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in
the foregoing provisions of this Article II , and
such funds are not made available to the Borrower by the Administrative Agent
because the conditions to the applicable Credit Extension set forth in Article IV  are
not satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

     

    (d)        
  Obligations of Lenders
Several.  The obligations of the Lenders hereunder to make Committed
Loans and the obligations of the Revolving Loans to fund participations in
Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c)
 are several and not joint.  The failure of any Lender to make any
Committed Loan, to fund any such participation or to make any payment under
Section 10.04(c)
 on any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Committed Loan,
to purchase its participation or to make its payment under Section 10.04(c)
..

     

    (e)        
   Funding Source. 
Nothing herein shall be deemed to obligate any Lender to obtain the funds for
any Loan in any particular place or manner or to constitute a representation by
any Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.

     

    2.13       
Sharing of Payments by
Lenders.  If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of the Committed Loans made by it, or the participations in L/C
Obligations or in Swing Line Loans held by it resulting in such Lender’s
receiving payment of a proportion of the aggregate amount of such Committed
Loans or participations and accrued interest thereon greater than its  pro
rata  share thereof as provided herein, then the Lender
receiving such greater proportion shall (a) notify the Administrative Agent
of such fact, and (b) purchase (for cash at face value) participations in
the Committed Loans and subparticipations in L/C Obligations and Swing Line
Loans of the other Lenders, or make such other adjustments as shall be
equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Committed Loans and other amounts owing
them,  provided  that:

     

    (i)            if
any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and

     

    
      
        
        

      

      
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    (ii)       
   the provisions of this Section shall not be
construed to apply to (x) any payment made by the Borrower pursuant to and
in accordance with the express terms of this Agreement or (y) any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Committed Loans or subparticipations in L/C
Obligations or Swing Line Loans to any assignee or participant, other than to
the Borrower or any Subsidiary thereof (as to which the provisions of this
Section shall apply).

     

    The
Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of setoff
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of the Borrower in the amount of such
participation.

     

    2.14       Cash Collateral for L/C Issuer or
Swing Line Lender.  At any time that any Lender is an Impacted
Lender, upon the request of the L/C Issuer or the Swing Line Lender to the
Administrative Agent and the Borrower, the Borrower shall immediately pledge and
deposit with or deliver to the Administrative Agent as collateral, for the
benefit of the L/C Issuer or the Swing Line Lender, as applicable, cash or
deposit account balances, in an aggregate amount not less than such Impacted
Lender’s applicable Pro Rata Share of the then Outstanding Amount of all L/C
Obligations or Swing Line Loans, as applicable, pursuant to documentation in
form and substance reasonably satisfactory to the Administrative Agent and the
L/C Issuer or the Swing Line Lender, as applicable, which arrangements and
documents are hereby consented to by the Lenders.  The Borrower hereby
grants to the Administrative Agent, for the benefit of the L/C Issuer and the
Swing Line Lender, as applicable, a security interest in all such cash, deposit
accounts and all balances therein and all proceeds of the foregoing.  Such
collateral shall be maintained in blocked, non-interest bearing deposit accounts
at Wells Fargo.  This Section and any agreements or other documents
delivered in connection with this Section shall not be prohibited by, or
otherwise conflict with, any contrary provision herein, including Sections 2.12 , 2.13  and
7.01
..

     

    ARTICLE
III.

     TAXES,
YIELD PROTECTION AND ILLEGALITY

     

    3.01       Taxes.

     

    (a)        
  Payments Free of
Taxes.  Any and all payments by or on account of any obligation of
the Borrower hereunder or under any other Loan Document shall be made free and
clear of and without reduction or withholding for any Indemnified Taxes or Other
Taxes, provided  that
if the Borrower shall be required by applicable law to deduct any Indemnified
Taxes (including any Other Taxes) from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent, Lender or L/C Issuer, as the case may
be, receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall timely pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

     

    
      
        
           


        

        
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    (b)         
 Payment
of Other Taxes by the Borrower.  Without limiting the provisions of
subsection (a) above, the Borrower shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

     

    (c)        
  Indemnification by the
Borrower.  The Borrower shall indemnify the Administrative Agent,
each Lender and the L/C Issuer, within 10 days after demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) paid by the Administrative Agent, such Lender or the L/C Issuer,
as the case may be, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate specifying in reasonable detail the
nature and amount of such payment or liability delivered to the Borrower by a
Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error.

     

    (d)        
  Evidence of
Payments.  As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

     

    (e)        
  Status of
Lenders.

     

    (i)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
Tax under the law of the jurisdiction in which the Borrower is resident for Tax
purposes, or any treaty to which such jurisdiction is a party, with respect to
payments hereunder or under any other Loan Document 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 or the
Administrative Agent, 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 of withholding.  In addition, any Lender,
if requested by the Borrower or the Administrative Agent, shall deliver such
other documentation prescribed by applicable law or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.

     

    (ii)          Without
limiting the generality of the foregoing, in the event that the Borrower is
resident for Tax purposes in the United States, any Foreign Lender shall deliver
to the Borrower and the Administrative Agent (in such number of copies as shall
be requested by the recipient) on or prior to the Restatement Effective Date (in
the case of each Foreign Lender listed on the signature pages hereof), on
or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement and from time to time thereafter as prescribed by applicable law or
upon the request of the Borrower or the Administrative Agent, but only if such
Foreign Lender is legally entitled to do so, whichever of the following is
applicable:

     

    
      
        
           


        

        
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    (A)         duly
executed and properly completed copies of Internal Revenue Service
Form W-8BEN claiming eligibility for benefits of an income tax treaty to
which the United States is a party,

     

    (B)          duly
executed and properly completed copies of Internal Revenue Service
Form W-8ECI,

     

    (C)          in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate
to the effect that such Foreign Lender is not (A) a “bank” within the
meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of
the Code, or (C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code and (y) duly executed and properly completed
copies of  Internal Revenue Service Form W-8BEN, or

     

    (D)         any
other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States Federal withholding Tax duly executed and
properly completed together with such supplementary documentation as may be
prescribed by applicable law to permit the Borrower to determine the withholding
or deduction required to be made.

     

    (iii)         
Without limiting the generality of the foregoing, in the event that the
Borrower is resident for Tax purposes in the United States, any Foreign Lender,
to the extent it does not act or ceases to act for its own account with respect
to any portion of any sums paid or payable to such Lender under any of the Loan
Documents (for example, in the case of a typical participation by such Lender),
shall deliver to the Borrower and the Administrative Agent (in such number of
copies as shall be requested by the recipient), on or prior to the Restatement
Effective Date (in the case of each Foreign Lender listed on the signature
pages hereof), on or prior to the date of the Assignment and Assumption
pursuant to which it becomes a Lender (in the case of each other Foreign
Lender), or on such later date when such Foreign Lender ceases to act for its
own account with respect to any portion of any such sums paid or payable, and at
such other times as may be necessary in the determination of the Borrower or the
Administrative Agent (each in the reasonable exercise of its
discretion):

     

    (A)         duly
executed and properly completed copies of the forms and statements required to
be provided by such Foreign Lender under Section 3.01(e)(ii)
, to establish the portion of any such sums paid or payable with respect to
which such Lender acts for its own account that is not subject to United States
withholding Tax or subject to a reduced rate of withholding Tax,
and

     

    (B)          duly
executed and properly completed copies of Internal Revenue Service
Form W-8IMY (or any successor forms) properly completed and duly executed
by such Lender, together with any information, if any, such Foreign Lender
chooses to transmit with such form, and any other certificate or statement of
exemption required under the Code or the regulations thereunder, to establish
that such Foreign Lender is not acting for its own account with respect to a
portion of any such sums payable to such Foreign Lender.

     

    
      
        
           


        

        
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    (iv)         Without
limiting the generality of the foregoing, in the event that the Borrower is
resident for Tax purposes in the United States, any Lender that is not a Foreign
Lender and has not otherwise established to the reasonable satisfaction of
Borrower and Administrative Agent that it is an exempt recipient (as defined in
section 6049(b)(4) of the Code and the regulations thereunder) shall
deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter
as prescribed by applicable law or upon the request of the Borrower or the
Administrative Agent, but only if such Lender is legally entitled to do so),
duly executed and properly completed copies of Internal Revenue Service
Form W-9.

     

    (f)           
Treatment of
Certain Refunds.  If the Administrative Agent, any Lender or the L/C
Issuer determines, in its sole discretion, that it has received a refund of any
Taxes or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section, it shall pay to the Borrower an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket expenses of the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and without interest
(other than any interest paid by the relevant Governmental Authority with
respect to such refund), provided  that
the Borrower, upon the request of the Administrative Agent, such Lender or the
L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the L/C Issuer in the
event the Administrative Agent, such Lender or the L/C Issuer is required to
repay such refund to such Governmental Authority.  This subsection shall
not be construed to require the Administrative Agent, any Lender or the L/C
Issuer 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.

     

    3.02      
 Illegality.  If any
Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the London interbank
market, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate
Loans shall be suspended until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the Borrower shall, upon demand from
such Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate
Loans.  Upon any such prepayment or conversion, the Borrower shall also pay
accrued interest on the amount so prepaid or converted.

     

    
      
        
           


        

        
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    3.03       
Inability to Determine
Rates.  If the Required Lenders determine that for any reason in
connection with any request for a Eurodollar Rate Loan or a conversion to or
continuation thereof that (a) Dollar deposits are not being offered to
banks in the London interbank eurodollar market for the applicable amount and
Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable
means do not exist for determining the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the
Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan, the Administrative Agent will promptly so notify
the Borrower and each Lender.  Thereafter, the obligation of the Lenders to
make or maintain Eurodollar Rate Loans shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such
notice.  Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing of, conversion to or continuation of Eurodollar Rate
Loans or, failing that, will be deemed to have converted such request into a
request for a Committed Borrowing of Base Rate Loans in the amount specified
therein.

     

    3.04     
  Increased Costs; Reserves on Eurodollar Rate
Loans.

     

    (a)          
Increased Costs
Generally.  Subject to the provisions of Section 3.01
(which shall be controlling with respect to the matters covered thereby), if any
Change in Law shall:

     

    (i)          
 impose, modify or deem applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against assets of,
deposits with or for the account of, or credit extended or participated in by,
any Lender (except any reserve requirement contemplated by Section 3.04(e)
) or the L/C Issuer;

     

    (ii)        
  subject any Lender or the L/C Issuer to any tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any Eurodollar Loan made by it, or change
the basis of taxation of payments to such Lender or the L/C Issuer in respect
thereof (except for Indemnified Taxes or Other Taxes covered by  Section 3.01  and
the imposition of, or any change in the rate of, any Excluded Tax);
or

     

    (iii)       
  impose on any Lender or the L/C Issuer or the London
interbank market any other condition, cost or expense affecting this Agreement
or Eurodollar Loans made by such Lender or any Letter of Credit or participation
therein;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan), or to increase the cost to such Lender or the L/C Issuer of
participating in, issuing or maintaining any Letter of Credit (or of maintaining
its obligation to participate in or to issue any Letter of Credit), or to reduce
the amount of any sum received or receivable by such Lender or the L/C Issuer
hereunder in respect of any Eurodollar Loan or Letter of Credit (whether of
principal, interest or any other amount) then, upon request of such Lender or
the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the
case may be, such additional amount or amounts as will compensate such Lender or
the L/C Issuer, as the case may be, for such additional costs incurred or
reduction suffered.

     

    
      
        
           


        

        
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    (b)         
 Capital
Requirements.  If any Lender or the L/C Issuer determines that any
Change in Law affecting such Lender or the L/C Issuer or any Lending Office of
such Lender or such Lender’s or the L/C Issuer’s holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender’s or the L/C Issuer’s capital or on the capital of such
Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s or
the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such Lender’s or the L/C Issuer’s holding company for any such reduction
suffered.

     

    (c)        
  Certificates for
Reimbursement.  A certificate of a Lender or the L/C Issuer setting
forth in reasonable detail the calculations of the amount or amounts necessary
to compensate such Lender or the L/C Issuer or its holding company, as the case
may be, as specified in subsection (a) or (b) of this Section and
delivered to the Borrower shall be presumptively correct absent manifest
error.  The Borrower shall pay such Lender or the L/C Issuer, as the case
may be, the amount shown as due on any such certificate within 10 days after
receipt thereof.

     

    (d)        
  Delay in
Requests.  Failure or delay on the part of any Lender or the L/C
Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s
right to demand such compensation, provided  that
the Borrower shall not be required to compensate a Lender or the L/C Issuer
pursuant to the foregoing provisions of this Section for any increased
costs incurred or reductions suffered more than 90 days prior to the date that
such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such
Lender’s or the L/C Issuer’s intention to claim compensation therefor (except
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 90 day period referred to above shall be extended to
include the period of retroactive effect thereof).

     

    (e)       
   Reserves on Eurodollar Rate
Loans.  The Borrower shall pay to each Lender, as long as such
Lender shall be required to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency funds or deposits (currently
known as “Eurocurrency liabilities”), additional interest on the unpaid
principal amount of each Eurodollar Rate Loan equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in
good faith, which determination shall be conclusive), which shall be due and
payable on each date on which interest is payable on such Loan, provided  the
Borrower shall have received at least 10 days’ prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender.  If a
Lender fails to give notice 10 days prior to the relevant Interest Payment Date,
such additional interest shall be due and payable 10 days from receipt of such
notice.

     

    
      
        
           


        

        
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    3.05       
Compensation for
Losses.  Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

     

    (a)          
any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

     

    (b)         
 any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; or

     

    (c)          
any assignment of a Eurodollar Rate Loan on a day other than the last day
of the Interest Period therefor as a result of a request by the Borrower
pursuant to Section 10.13
;

     

    including
any loss of anticipated profits and any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained.  The Borrower shall also pay any customary administrative fees
charged by such Lender in connection with the foregoing.

     

    For
purposes of calculating amounts payable by the Borrower to the Lenders under
this
Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a
matching deposit or other borrowing in the London interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.

     

    3.06     
  Mitigation Obligations; Replacement of Lenders.

     

    (a)         
 Designation of a Different
Lending Office. If any Lender requests compensation under Section 3.04, or
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01 ,
or if any Lender gives a notice pursuant to Section 3.02 ,
then such Lender shall use reasonable efforts to designate a different Lending
Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.01  or  3.04 , as
the case may be, in the future, or eliminate the need for the notice pursuant to
Section 3.02 ,
as applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

     

    (b)         
 Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01 ,
the Borrower may replace such Lender in accordance with Section 10.13
..

     

    
      
        
           


        

        
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    3.07     
  Survival.  All of the
Borrower’s obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.

     

    ARTICLE
IV.

     CONDITIONS
PRECEDENT TO EFFECTIVENESS AND CREDIT EXTENSIONS

     

    4.01     
  Conditions
of Effectiveness.  The effectiveness of this amendment and
restatement is subject to satisfaction of the following conditions
precedent:

     

    (a)        
  The Administrative Agent’s receipt of the following, each of
which shall be originals or telecopies (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
Borrower, each dated the Restatement Effective Date (or, in the case of
certificates of governmental officials, a recent date before the Restatement
Effective Date) and each in form and substance satisfactory to the
Administrative Agent, the Syndication Agent and each of the
Lenders:

     

    (i)           
executed counterparts of this Agreement, sufficient in number for
distribution to the Administrative Agent, each Lender and the
Borrower;

     

    (ii)         
 a Note executed by the Borrower in favor of each Lender requesting
a Note;

     

    (iii)         
such certificates of resolutions or other action, incumbency certificates
and/or other certificates of Responsible Officers of the Borrower as the
Administrative Agent may require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer
in connection with this Agreement and the other Loan Documents;

     

    (iv)       
  such documents and certifications as the Administrative Agent
may reasonably require to evidence that the Borrower is duly organized or
formed, and that the Borrower is validly existing, in good standing and
qualified to engage in business in the state of Nevada.

     

    (v)        
  favorable opinions of the General Counsel of the Borrower and
of O’Melveny & Myers LLP, counsel to the Borrower, addressed to the
Administrative Agent and each Lender, as to the matters set forth in Exhibit F and
such other matters concerning the Borrower and the Loan Documents as the
Required Lenders may reasonably request;

     

    (vi)       
  a certificate of a Responsible Officer of the Borrower either
(A) attaching copies of all consents, licenses and approvals required in
connection with the execution, delivery and performance by the Borrower and the
validity against the Borrower of the Loan Documents to which it is a party, and
such consents, licenses and approvals shall be in full force and effect, or
(B) stating that no such consents, licenses or approvals are so required,
other than, in the case of either clause (A) or (B), any such consents,
licenses or approvals under applicable Gaming Laws which are not required to be
obtained on or prior to the Restatement Effective Date, which consents, licenses
or approvals the Borrower will seek in due course after the Restatement
Effective Date;

     

    
      
        
           


        

        
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    (vii)      
  a certificate signed by a Responsible Officer of the Borrower
certifying (A) that the conditions specified in Sections 4.02(a) and
(b)  have
been satisfied; (B) that there has been no event or circumstance since the
date of the Audited Financial Statements that has had or would be reasonably
expected to have, either individually or in the aggregate, a Material Adverse
Effect; and (C) the current Debt Ratings and a calculation of the Debt to
Capitalization Ratio as of the last day of the fiscal quarter of the Borrower
most recently ended prior to the Restatement Effective Date; and

     

    (viii)       such
other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required
Lenders reasonably may require.

     

    (b)       
   Any fees required to be paid on or before the
Restatement Effective Date shall have been paid.

     

    (c)         
 Unless waived by the Administrative Agent, the Borrower shall have
paid all fees, charges and disbursements of counsel to the Administrative Agent
to the extent invoiced prior to or on the Restatement Effective Date, plus such
additional amounts of such fees, charges and disbursements as shall constitute
its reasonable estimate of such fees, charges and disbursements incurred or to
be incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Borrower
and the Administrative Agent).

     

    (d)          The
Restatement Effective Date shall have occurred on or before June 30,
2009.

     

    Without
limiting the generality of the provisions of Section 9.04,
for purposes of determining compliance with the conditions specified in this
Section 4.01 ,
each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Restatement Effective Date
specifying its objection thereto.

     

    4.02      
 Conditions to all
Credit Extensions.  The obligation of each Lender to honor any
Request for Credit Extension (other than a Committed Loan Notice requesting only
a conversion of Committed Loans to the other Type, or a continuation of
Eurodollar Rate Loans) is subject to the following conditions
precedent:

     

    (a)         
 The representations and warranties of the Borrower contained
in
Article V or any other Loan Document, or which are contained in any
document furnished at any time under or in connection herewith or therewith,
shall be true and correct in all material respects on and as of the date of such
Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this Section 4.02 ,
the representations and warranties contained in subsections (a) and
(b) of Section 5.05  shall
be deemed to refer to the most recent statements furnished pursuant to clauses
(a) and (b), respectively, of Section 6.01
..

     

    
      
        
           


        

        
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    (b)         
 No Default shall exist, or would result from such proposed Credit
Extension or from the application of the proceeds thereof.

     

    (c)       
   The Administrative Agent and, if applicable, the L/C
Issuer or the Swing Line Lender shall have received a Request for Credit
Extension in accordance with the requirements hereof.

     

    Each
Request for Credit Extension (other than a Committed Loan Notice requesting only
a conversion of Committed Loans to the other Type or a continuation of
Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a)
 and (b)
 have been satisfied on and as of the date of the applicable Credit
Extension.

     

    ARTICLE
V.

     REPRESENTATIONS
AND WARRANTIES

     

    The
Borrower represents and warrants to the Administrative Agent and the Lenders
that:

     

    5.01     
  Existence,
Qualification and Power; Compliance with Laws.  The Borrower and
each Significant Subsidiary thereof (a) is duly organized or formed,
validly existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all requisite corporate power and
authority and all requisite governmental licenses, authorizations, consents and
approvals to own its assets and carry on its business, and (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license; except in each
case referred to in clauses (b) or (c) to the extent that failure to
do so would not reasonably be expected to have a Material Adverse
Effect.

     

    5.02       
Authorization; No
Contravention.  The execution, delivery and performance by the
Borrower of each Loan Document to which it is party, have been duly authorized
by all necessary corporate or other organizational action, and do not and will
not (a) contravene the terms of any of the Borrower’s Organization
Documents; (b) conflict with or result in any breach or contravention of,
or the creation of any Lien under, or require any payment to be made under
(i) any Contractual Obligation to which the Borrower is a party or
affecting the Borrower or the properties of the Borrower or any of its
Subsidiaries or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which the Borrower or its
property is subject; or (c) violate any Law.

     

    5.03      
 Governmental
Authorization; Other Consents.  No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority (other than any such actions, notices or filings under
the applicable Gaming Laws which are not required to be taken prior to the
Restatement Effective Date, which actions, notices or filings the Borrower will
seek in due course after the Restatement Effective Date) or any other Person is
necessary or required in connection with (a) the execution, delivery or
performance by the Borrower of this Agreement or any other Loan Document, or
(b) the grant by any Loan Party of the Liens created pursuant to the Pledge
Agreement.

     

    
      
        
           


        

        
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    5.04    
   Binding Effect.  This
Agreement has been, and each other Loan Document, when delivered hereunder, will
have been, duly executed and delivered by the Borrower.  This Agreement
constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as enforcement may be limited by
Debtor Relief Laws or equitable principles relating to the granting of specific
performance and other equitable remedies as a matter of judicial
discretion.

     

    5.05      
 Financial Statements; No Material Adverse Effect.

     

    (a)        
  The Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present the
financial condition of the Borrower and its Subsidiaries as of the date thereof
and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (iii) show all material indebtedness
and other liabilities, direct or contingent, of the Borrower and its
Subsidiaries as of the date thereof, including liabilities for taxes, material
commitments and Indebtedness.

     

    (b)        
  The unaudited consolidated balance sheet of the Borrower and
its Subsidiaries dated March 31, 2009, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for the
fiscal quarter ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present the financial condition of
the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby, subject, in the case of clauses
(i) and (ii), to the absence of footnotes and to normal year end audit
adjustments.

     

    (c)        
  Since the date of the Audited Financial Statements, there has
been no event or circumstance, either individually or in the aggregate, that has
had or would reasonably be expected to have a Material Adverse Effect; provided  that
if the Borrower shall establish a commercial paper program that is supported by
Committed Loans, then so long as such program is in effect, this representation
shall not be operative.

     

    5.06    
   Litigation.  There are no
actions, suits, proceedings, claims or disputes pending or, to the knowledge of
the Borrower after due and diligent investigation, threatened or contemplated,
at law, in equity, in arbitration or before any Governmental Authority, by or
against the Borrower or any of its Subsidiaries or against any of their
properties or revenues that (a) call into question the validity or
enforceability of, or otherwise seek to invalidate this Agreement or any other
Loan Document, or (b) either individually or in the aggregate would
reasonably be expected to have a Material Adverse Effect.

     

    5.07    
   No
Default.  Neither the Borrower nor any Subsidiary is in default
under or with respect to any Contractual Obligation that would, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  No Default has occurred and is continuing or would result
from the consummation of the transactions contemplated by this Agreement or any
other Loan Document.

     

    
      
        
           


        

        
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    5.08    
   Ownership of Property;
Liens.  Each of the Borrower and each Subsidiary has good record and
marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for
such defects in such title or interests as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.  The
property of the Borrower and its Subsidiaries is subject to no Liens, other than
Liens permitted by Section 7.01
..

     

    5.09     
  Environmental
Compliance.  The Borrower and its Subsidiaries conduct in the
ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and properties,
and as a result thereof the Borrower has reasonably concluded that such
Environmental Laws and claims would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     

    5.10     
  Insurance.  The
properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Borrower, in such
amounts (after giving effect to any self-insurance compatible with the following
standards), with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the Borrower or the applicable Subsidiary
operates.

     

    5.11    
  Taxes.  The Borrower and
its Subsidiaries have filed all material Federal, state and other Tax returns
and reports required to be filed, and have paid all material Federal, state and
other Taxes, material assessments, material fees and other material governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings diligently conducted and for which adequate reserves
have been provided in accordance with GAAP.  There is no proposed Tax
assessment against the Borrower or any Subsidiary that would, if made, have a
Material Adverse Effect.  Neither the Borrower nor any Subsidiary thereof
is party to any Tax sharing agreement.

     

    5.12     
  ERISA Compliance.

     

    (a)         
 Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws to the
extent that non-compliance would reasonably be expected to have a Material
Adverse Effect.  Each Plan that is intended to qualify under
Section 401(a) of the Code has received a favorable determination
letter from the IRS or an application for such a letter is currently being
processed by the IRS with respect thereto and, to the best knowledge of the
Borrower, nothing has occurred which would prevent, or cause the loss of, such
qualification, except to the extent as would not reasonably be expected to
result in a Material Adverse Effect.  The Borrower and each ERISA Affiliate
have made all required contributions to each Plan subject to Section 412 of
the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan, except to the extent as would not reasonably be expected to
result in a Material Adverse Effect.

     

    
      
        
           


        

        
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    (b)          
There are no pending or, to the best knowledge of the Borrower, threatened
claims, actions or lawsuits, or action by any Governmental Authority, with
respect to any Plan that would reasonably be expected to have a Material Adverse
Effect.  There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted
or would reasonably be expected to result in a Material Adverse
Effect.

     

    (c)          
(i)  No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under Section 4007 of ERISA);
(iv) neither the Borrower nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a
transaction that could be subject to Sections 4069 or 4212(c) of ERISA,
except, in each case referred to in clauses (i)-(v), to the extent that would
not reasonably be expected to result in a Material Adverse Effect.

     

    5.13       
Significant Subsidiaries; Equity Interests.  As of the Restatement
Effective Date, the Borrower has no Significant Subsidiaries other than those
specifically disclosed in Schedule 5.13 ,
and all of the outstanding Equity Interests in such Subsidiaries have been
validly issued, are fully paid and nonassessable and are owned by the Borrower
in the amounts specified on Schedule 5.13  free
and clear of all Liens.

     

    5.14       
Margin Regulations; Investment Company Act; Public Utility Holding Company
Act.

     

    (a)          
The Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock.

     

    (b)          
None of the Borrower, any Person Controlling the Borrower, or any Subsidiary
(i) is a “holding company,” or a “subsidiary company” of a “holding
company,” or an “affiliate” of a “holding company” or of a “subsidiary company”
of a “holding company,” within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an “investment
company” under the Investment Company Act of 1940.

     

    5.15       
Disclosure.  No written report, financial statement, certificate or
other information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder
or under any other Loan Document (in each case, as modified or supplemented by
other information so furnished) contains any material misstatement of fact or,
to Borrower’s knowledge, omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided  that,
with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time, it
being recognized by the Administrative Agent, the Issuing Bank and the Lenders
that such projections as to future events are not to be viewed as facts, and
that actual results during the period or periods covered thereby may differ from
the projected results.

     

    
      
        
        

      

      
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    5.16       
Compliance with Laws.  Each of the Borrower and each Subsidiary is
in compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order,
writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted or (b) the failure to comply therewith,
either individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.  Neither the Borrower nor any of its
Subsidiaries engages in the business of unlawful internet gambling by placing,
receiving, or otherwise knowingly transmitting a bet or wager by any means which
involves the use, at least in part, of the Internet where such bet or wager is
unlawful under Federal law and any applicable State law in the State or Tribal
lands in which the bet or wager is initiated, received, or otherwise
made.

     

    5.17     
  Intellectual Property; Licenses, Etc.  The Borrower and
its Subsidiaries own, or possess the right to use, all of the trademarks,
service marks, trade names, copyrights, patents, patent rights, franchises,
licenses and other intellectual property rights (collectively, “ IP Rights ”) that
are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person, except to the extent that
would not reasonably be expected to have a Material Adverse Effect.  To the
best knowledge of the Borrower, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Borrower or any Subsidiary infringes upon
any rights held by any other Person, except to the extent that would not
reasonably be expected to have a Material Adverse Effect.  No claim or
litigation regarding any of the foregoing is pending or, to the best knowledge
of the Borrower, threatened, which, either individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect.

     

    ARTICLE
VI.

     AFFIRMATIVE
COVENANTS

     

    So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, the Borrower shall, and shall (except in the case of the
covenants set forth in Sections 6.01 , 6.02 , and 6.03 ) cause each
Subsidiary to:

     

    6.01       
Financial Statements.  Deliver to the Administrative Agent, in form
and detail satisfactory to the Administrative Agent and the Required
Lenders:

     

    (a)          
as soon as available, but in any event within 90 days after the end of each
fiscal year of the Borrower (commencing with the fiscal year ended on or about
September 30, 2009), a consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with
GAAP, audited and accompanied by a report and opinion of Deloitte &
Touche LLP or another independent certified public
accountant of nationally recognized standing reasonably acceptable to the
Required Lenders, which report and opinion shall be prepared in accordance with
generally accepted auditing standards and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception as
to the scope of such audit; and

     

    
      
        
        

      

      
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    (b)          
as soon as available, but in any event within 45 days after the end of each of
the first three fiscal quarters of each fiscal year of the Borrower (commencing
with the fiscal quarter ended on or about June 30, 2009), a consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal
quarter, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal quarter and for the portion
of the Borrower’s fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail, certified by a Responsible Officer of the Borrower as
fairly presenting the financial condition, results of operations, shareholders’
equity and cash flows of the Borrower and its Subsidiaries in accordance with
GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes.

     

    As to any
information contained in materials furnished pursuant to
Section 6.02(d), the Borrower shall not be separately required to
furnish such information under clause (a) or (b) above, but the
foregoing shall not be in derogation of the obligation of the Borrower to
furnish the information and materials described in clauses (a) and
(b) above at the times specified therein.

     

    6.02       
Certificates; Other Information.  Deliver to the Administrative
Agent, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

     

    (a)          
concurrently with the delivery of the financial statements referred to in Section 6.01(a),
a certificate of its independent certified public accountants certifying such
financial statements and stating that in making the examination necessary
therefor no knowledge was obtained of any Default under the financial covenants
set forth herein or, if any such Default shall exist, stating the nature and
status of such event;

     

    (b)          
concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and
(b) (commencing
with the delivery of the financial statements for the fiscal quarter ended on or
about June 30, 2009), a duly completed Compliance Certificate signed by a
Responsible Officer of the Borrower;

     

    (c)          
(i) as soon as possible and in any event within 45 days after the end of
each fiscal quarter ending on or about September 30, a certification from a
Responsible Officer as to of the Debt to Capitalization Ratio as of the end of
such fiscal quarter; and (ii) at Borrower’s election following the end of a
fiscal quarter other than the fiscal quarter ending as of September 30, a
certification from a Responsible Officer as to the Debt to Capitalization Ratio
as of the end of such fiscal quarter;

     

    (d)          
promptly after the same are available, copies of each annual report, proxy or
financial statement or other report or communication sent to the stockholders of
the Borrower, and copies of all annual, regular, periodic and special reports
and registration statements which the Borrower may file or be required to file
with the SEC under Section 13 or 15(d) of the Securities Exchange Act
of 1934, and not otherwise required to be delivered to the Administrative Agent
pursuant hereto; and

     

    
      
        
           


        

        
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    (e)          
promptly, such additional information regarding the business, financial or
corporate affairs of the Borrower or any Subsidiary, or compliance with the
terms of the Loan Documents, as the Administrative Agent or any Lender may from
time to time reasonably request.

     

    Documents
required to be delivered pursuant to Section 6.01(a) or
(b) or
Section 6.02(d) (to
the extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such
documents, or provides a link thereto on the Borrower’s website on the Internet
at the website address listed on Schedule 10.02 ; or
(ii) on which such documents are posted on the Borrower’s behalf on an
Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided  that:
(i) the Borrower shall deliver paper copies of such documents to the
Administrative Agent or any Lender that requests the Borrower to deliver such
paper copies until a written request to cease delivering paper copies is given
by the Administrative Agent or such Lender and (ii) the Borrower shall
notify the Administrative Agent (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions ( i.e. , soft copies)
of such documents and the Administrative Agent shall thereafter notify the
Lenders.  Notwithstanding anything contained herein, in every instance the
Borrower shall be required to provide paper copies of the Compliance
Certificates required by Section 6.02(b)
 to the Administrative Agent.  Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the
delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such
documents.

     

    6.03       
Notices.  Promptly notify the Administrative Agent:

     

    (a)          
of the occurrence of any Default;

     

    (b)          
of any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including any of the following to the extent that any
such matter would reasonably be expected to have a Material Adverse Effect
(i) breach or non-performance of, or any default under, a Contractual
Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation,
investigation, proceeding or suspension between the Borrower or any Subsidiary
and any Governmental Authority; or (iii) the commencement of, or any
material development in, any litigation or proceeding affecting the Borrower or
any Subsidiary, including pursuant to any applicable Environmental
Laws;

     

    (c)          
of the occurrence of any ERISA Event;

     

    (d)          
of any material change in accounting policies or financial reporting practices
by the Borrower or any Subsidiary; and

     

    
      
        
           


        

        
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    (e)          
of any announcement by Moody’s or S&P of any change or possible change in a
Debt Rating.

     

    Each
notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto.  Each notice pursuant to  Section 6.03(a)
 shall describe with particularity any and all provisions of this Agreement
and any other Loan Document that have been breached.

     

    6.04       
Payment of Obligations.  Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, which, if unpaid, would
reasonably be expected to have a Material Adverse Effect, including the
following obligations and liabilities to the extent that, if unpaid, would
reasonably be expected to have a Material Adverse Effect (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary; (b) all
lawful claims which, if unpaid, would by law become a Lien upon its property;
and (c) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.

     

    6.05       
Preservation of Existence, Etc.  (a) Preserve, renew and
maintain in full force and effect its legal existence and good standing under
the Laws of the jurisdiction of its organization except in a transaction
permitted by Section 7.04  or
7.05 ;
(b) take all reasonable action to maintain all rights, privileges, permits,
licenses and franchises necessary or desirable in the normal conduct of its
business, except to the extent that failure to do so would not reasonably be
expected to have a Material Adverse Effect; and (c) preserve or renew all
of its registered patents, trademarks, trade names and service marks, the
non-preservation of which would reasonably be expected to have a Material
Adverse Effect.

     

    6.06       
Maintenance of Properties.  (a) Maintain, preserve and protect
all of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted;
and (b) make all necessary repairs thereto and renewals and replacements
thereof except in each case where the failure to do so would not reasonably be
expected to have a Material Adverse Effect.

     

    6.07       
Maintenance of Insurance.  Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts (after giving effect to any self-insurance
compatible with the following standards) as are customarily carried under
similar circumstances by such other Persons.

     

    6.08       
Compliance with Laws.  Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property (including, without limitation,
the UIGEA), except in such instances in which (a) such requirement of Law
or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply
therewith would not reasonably be expected to have a Material Adverse
Effect.

     

    
      
        
           


        

        
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    6.09       
Books and Records.  (a) Maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Borrower or such Subsidiary, as the
case may be; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as the case may
be.

     

    6.10       
Inspection Rights.  Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
Borrower; provided , however , that
Borrower may if it so chooses be present at or participate in any discussions
with its accountants and that, when an Event of Default exists the
Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the
Borrower at any time during normal business hours and without advance
notice.

     

    6.11       
Use of Proceeds.  Use the proceeds of the Credit Extensions for
general corporate purposes not in contravention of any Law or of any Loan
Document, including acquisitions and stock repurchases and the repurchase or
redemption of the 2006 Convertible Notes, 2009 Convertible Notes and any other
Indebtedness.

     

    6.12       Springing
Lien Approval.  On or before December 31, 2009 (or such later
date as may be acceptable to the Administrative Agent), obtain the approvals
necessary under applicable Gaming Law to permit the grant of Liens contemplated
under Section 6.13
..

     

    6.13       
Springing Lien.  If at any time (a) the Debt Rating by Moody’s
shall be reduced below Investment Grade or the Borrower shall cease to have a
Debt Rating by Moody’s and  (b) the
Debt Rating by S&P shall be reduced below Investment Grade or the Borrower
shall cease to have a Debt Rating by S&P, then, as soon as reasonably
practicable thereafter, the Borrower shall grant the Administrative Agent, on
behalf of all Lenders, a Lien on 100% of the Equity Interests of its directly
and wholly-owned Domestic Subsidiaries and 66% of the Equity Interests of its
directly and wholly-owned Foreign Subsidiaries pursuant to the terms of the
Pledge Agreement, together with (A) certificates representing the Pledged
Equity referred to therein accompanied by undated stock powers executed in blank
and (B) proper financing statements in form for filing under the Uniform
Commercial Code of the jurisdiction where the Borrower is “located” under the
UCC covering the Collateral described in the Pledge Agreement.  If,
thereafter, the Debt Rating by both Moody’s and S&P shall be Investment
Grade for a period of not less than three consecutive calendar months, then the
Lien on such Equity Interests shall be released by the Administrative
Agent.  The 2009 Convertible Notes and any bonds or similar securities
hereafter issued by the Borrower may share in any collateral granted to the
Lenders under the Pledge Agreement; provided , that any
Lien shared by such Persons shall be automatically released upon the release of
the Lenders’ Lien.  For the avoidance of doubt, if any Lien
granted pursuant to the terms hereof shall be released, and the Borrower’s Debt
Ratings shall thereafter trigger the requirements of this Section, the Borrower
shall once again complete the Collateral grant required hereby.

     

    
      
        
        

      

      
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    ARTICLE
VII.

     NEGATIVE
COVENANTS

     

    So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding:

     

    7.01       
Liens.  The Borrower shall not, nor shall it permit any Subsidiary
to, directly or indirectly create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:

     

    (a)          
Liens pursuant to any Loan Document, including, without limitation, any Liens
granted pursuant to the terms of the Pledge Agreement on the terms set forth
therein; provided , that if
any Indebtedness issued under a Permitted Note Issue shall be secured thereby,
any Lien securing such Indebtedness shall be automatically released upon the
release of the Administrative Agent and Lenders’ Liens as provided in Section 6.13  and
the Pledge Agreement;

     

    (b)          
Liens existing on the date hereof and listed on Schedule 7.01 and any
renewals or extensions thereof, provided that
(i) the property covered thereby is not changed, (ii) the amount
secured or benefited thereby is not increased, (iii) the direct or any
contingent obligor with respect thereto is not changed, and (iv) any
renewal or extension of the obligations secured or benefited thereby is
permitted by Section 7.02(a)
;

     

    (c)          
Permitted Encumbrances;

     

    (d)          
any Lien on shares of any equity security or any warrant or option to purchase
an equity security or any security which is convertible into an equity security
issued by any Subsidiary of the Borrower that holds, directly or indirectly
through a holding company or otherwise, a license to conduct gaming under any
Gaming Law, and in the proceeds thereof; provided  that
this clause shall apply only so long as the Gaming Laws of the relevant
jurisdiction provide that the creation of any Lien or other restriction on the
disposition of any of such securities shall not be effective and, if such Gaming
Laws at any time cease to so provide, then this clause shall be of no further
effect; and provided
further  that if at any time the Borrower or any of its
Subsidiaries creates or suffers to exist a Lien covering such securities in
favor of the holder of any other Indebtedness, it will (subject to any approval
required under such Gaming Laws) concurrently grant a pari-passu Lien likewise
covering such securities in favor of the Administrative Agent for the benefit of
the Lenders;

     

    (e)          
Liens on property acquired or constructed by Borrower or any of its
Subsidiaries, and in the proceeds thereof, that (i) were in existence at
the time of the acquisition or construction of such property or were created or
assumed at or within 90 days after such acquisition or construction, and
(ii) secure (in the case of Liens not in existence at the time of
acquisition of the Property) only the unpaid portion of the acquisition or
construction price for such property, or monies borrowed that were used to pay
such acquisition or construction price;

     

    
      
        
           


        

        
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    (f)           
Liens not otherwise permitted by the foregoing clauses of this Section 7.01
securing Indebtedness in an aggregate principal amount not to exceed
$50,000,000; provided , that no
such Lien shall extend to or cover any Collateral; and

     

    (g)          
Liens not otherwise permitted by the foregoing clauses of this
Section encumbering assets of the Borrower and its Subsidiaries having an
aggregate fair market value which is not in excess of 5% of Net Tangible Assets
(determined, in each case, by reference to the most recent date for which the
Borrower has delivered its financial statements under Section 6.01(a)
 or (b) );
provided , that
no such Lien shall extend to or cover any Collateral.

     

    7.02       
Indebtedness.  The Borrower shall not permit any Subsidiaries to,
directly or indirectly create, incur, assume or suffer to exist any
Indebtedness, except:

     

    (a)          
Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any
refinancings, refundings, renewals or extensions thereof; provided  that
the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder;

     

    (b)          
Indebtedness of any Subsidiary owing to the Borrower or any other
Subsidiary;

     

    (c)          
Guarantees of any Subsidiary in respect of Indebtedness otherwise permitted
hereunder of any wholly-owned Subsidiary;

     

    (d)          
secured Indebtedness permitted by Sections 7.01(e), 7.01(f) or
7.01(g).

     

    (e)          
unsecured Indebtedness which was created, assumed or incurred by such Subsidiary
prior to its acquisition by Borrower and its Subsidiaries (and not in
anticipation of such acquisition);

     

    (f)           
letters of credit, surety bonds and other similar forms of credit enhancement
for such Subsidiaries incurred in the ordinary course of their business;
and

     

    (g)          
other Indebtedness at any time outstanding (inclusive of any Indebtedness of any
Subsidiaries under Section 7.09 )
in an aggregate principal amount not to exceed $350,000,000 minus  the
amount of Indebtedness then outstanding secured by Liens permitted pursuant to
Section 7.01(f)
 and (g)
..

     

    7.03       
Fundamental Changes.  The Borrower shall not, nor shall it permit
any Subsidiary to, directly or indirectly merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person,
to the extent that, after giving effect to such transaction, a Default exists or
would result therefrom or, after giving pro forma effect to such transaction,
the Borrower shall not be in compliance with the covenants in Section 7.07 ;
and provided  that
the Borrower shall be the survivor of any merger involving the Borrower; and
provided  further
that

     

    
      
        
        

      

      
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    (a)          
any Subsidiary may merge with (i) the Borrower, provided that the Borrower
shall be the continuing or surviving Person, or (ii) any one or more other
Subsidiaries, provided that when any wholly-owned Subsidiary is merging with
another Subsidiary, a wholly-owned Subsidiary shall be the continuing or
surviving Person; and

     

    (b)          
any Subsidiary may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to the Borrower or to another Subsidiary;
any Subsidiary may Dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise) to the Borrower or to another Subsidiary;
provided that if the transferor in such a transaction is a wholly-owned
Subsidiary, then the transferee must either be the Borrower or a wholly-owned
Subsidiary.

     

    7.04       
Hostile Tender Offers.  The Borrower shall not, nor shall it permit
any Subsidiary to, directly or indirectly make any offer to purchase or acquire,
or consummate a purchase or acquisition of, 5% or more of the capital stock of
any corporation or other equity securities of any business entity if the equity
securities of such business entity are publicly traded, the board of directors
or management of such corporation or business entity has notified the Borrower
or any of its Subsidiaries in writing that it opposes such offer or purchase and
such notice has not been withdrawn or superseded.

     

    7.05       
Change in Nature of Business.  The Borrower shall not, nor shall it
permit any Significant Subsidiary to, engage in any material line of business
substantially different from (i) those lines of business conducted by the
Borrower and its Subsidiaries on the date hereof or (ii) any business
reasonably related or incidental thereto including, without limitation,
(A) the operation of gaming facilities, (B) the provision of
gaming-related hardware, software or services to customers, (C) the
provision of hardware, software or services to customers in the video game
industry or the on-line lottery industry, and/or (D) the facilitation,
operation or ownership of Online Gaming activities or businesses.

     

    7.06       
Use of Proceeds.  The Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation
U of the FRB) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund indebtedness originally incurred for such
purpose, in any case in violation of Regulation U.

     

    7.07       
Financial Covenants.

     

    (a)          
Interest Coverage
Ratio.  The Borrower shall not permit the Interest Coverage Ratio as
of the last day of any fiscal quarter of the Borrower to be less than 3.00 to
1.00.

     

    (b)          
Total Leverage
Ratio.  The Borrower shall not permit the Total Leverage Ratio as of
the last day of any fiscal quarter of the Borrower to be greater than the ratio
set forth below opposite such date:

     

    
      
        
           


        

        
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              Fiscal
      Quarter Ending

            	 
      	
              Maximum
      Total Leverage Ratio

            
	
              March 31,
      2009 through March 31, 2010

            	 
      	
              3.75
      to 1.00

            
	
              June 30,
      2010 through March 31, 2011

            	 
      	
              3.50
      to 1.00

            
	
              June 30,
      2011 and thereafter

            	 
      	
              3.25
      to 1.00

            


    

     

    7.08       
Restricted Payments.  The Borrower shall not declare or make,
directly or indirectly, any Restricted Payment, except that, so long as no
Default shall have occurred and be continuing at the time of any action
described below or would result therefrom:

     

    (a)          
the Borrower may declare and pay cash dividends to its stockholders in an amount
not to exceed the lesser of (i) 6¢ per common share per fiscal quarter and
(ii) $25,000,000 in any fiscal quarter;

     

    (b)          
the Borrower may make Restricted Payments based upon its then-current Debt
Rating and its pro
forma Total Leverage Ratio, as follows:

     

    (i)           
So long as the pro
forma Total Leverage Ratio (after giving effect to the proposed
Restricted Payment) is less than or equal to 2.0 to 1.0 (whether or not the
Borrower has an Investment Grade Debt Rating), Restricted Payments shall be
limited to 100% of the Borrower’s net income for the trailing four quarter
period for which a Compliance Certificate has been delivered pursuant to Section 6.02(b)
;

     

    (ii)          
If the pro
forma Total Leverage Ratio (after giving effect to the proposed
Restricted Payment) is greater than 2.0 to 1.0 but less than or equal to 2.5 to
1.0 and the Borrower has an Investment Grade Debt Rating by at least one rating
agency, Restricted Payments shall be limited to the lesser of (a) $250
million or (b) 85% of the Borrower’s net income for the trailing four
quarter period for which a Compliance Certificate has been delivered pursuant to
Section 6.02(b)
;

     

    (iii)         
If the pro
forma Total Leverage Ratio (after giving effect to the proposed
Restricted Payment) is greater than 2.5 to 1.0 and the Borrower has an
Investment Grade Debt Rating by at least one rating agency, Restricted Payments
shall be limited to least of (a) $175 million, (b) 75% of the
Borrower’s net income for the trailing four quarter period or (c) the sum
of (i) the quarterly dividend of 6¢/common share described in Section 7.08(a)
 above plus (ii)  the growth in the basic share count related to the
exercise of equity awards and the vesting of restricted shares plus
(iii) the growth in the dilutive effect of equity awards and restricted
shares on the diluted eps denominator times  the
average stock price for such four quarter period for which a Compliance
Certificate has been delivered pursuant to Section 6.02(b)
; and

     

    (iv)         
If the pro
forma Total Leverage Ratio (after giving effect to the proposed
Restricted Payment) is greater than 2.0 to 1.0 and the Borrower does not have an
Investment Grade Debt Rating by at least one rating agency, Restricted Payments
shall be limited to the quarterly dividend of 6¢/common share described in Section 7.08(a)
 above;

     

    provided, that
(A) all Restricted Payments permitted pursuant to Section 7.08(a) above
shall be included in the calculation of the amounts otherwise available under
this Section; (B) Restricted Payments shall be calculated on the basis of a
trailing four quarter period (excluding all stock repurchases completed in the
2008 calendar year); and (C) the pro
forma  calculations shall be made and provided to
Administrative Agent at each time a Restricted Payment is to be made and such
calculation shall be made after giving effect to the proposed Restricted
Payment; and provided , further  that
notwithstanding the foregoing, the Borrower may pay dividends otherwise
permitted under this Section 7.08 ,
if at the time of declaration thereof, no Default shall have occurred and then
be continuing.

     

    
      
        
          
             


          

          
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    7.09       
Capital Markets Indebtedness.  The Borrower shall not, nor shall it
permit any Subsidiaries to, incur Indebtedness consisting of bonds or similar
securities in an aggregate principal amount of $150,000,000 or more in a single
transaction, or in a series of related transactions, except Indebtedness
incurred pursuant to a Permitted Note Issue.

     

    ARTICLE
VIII.

     EVENTS
OF DEFAULT AND REMEDIES

     

    8.01       
Events of Default.  Any of the following shall constitute an Event
of Default:

     

    (a)          
Non-Payment. 
The Borrower fails to pay (i) when and as required to be paid herein, any
amount of principal of any Loan or any L/C Obligation, or (ii) within five
Business Days after the same becomes due, any interest on any Loan or on any L/C
Obligation, or any fee due hereunder, or (iii) within five Business Days
after the same becomes due, any other amount payable hereunder or under any
other Loan Document; or

     

    (b)          
Specific
Covenants.  The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.03 ,
6.05 , 6.11  or
6.12  or
Article VII ;
or

     

    (c)          
Other
Defaults.  The Borrower fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after written notice thereof from the
Administrative Agent on behalf of any Lender; or

     

    (d)          
Representations and
Warranties.  Any representation or warranty made by Borrower herein,
in any other Loan Document, or in any certificate or other writing delivered by
Borrower pursuant to any Loan Document shall be incorrect in any material
respect when made or deemed made; or

     

    (e)          
Cross-Default. 
(i) The Borrower or any Significant Subsidiary (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having
an aggregate principal amount (including amounts owing to all creditors under
any combined or syndicated credit arrangement) of more than $100,000,000, or
(B) fails to observe or perform any other agreement or condition relating
to any such Indebtedness or Guarantee or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs,
the effect of which default or other event is to cause, or to permit the holder
or holders of such Indebtedness or the beneficiary or
beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice
if required, such Indebtedness to be demanded or to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; or (ii) there occurs under
any Swap Contract an Early Termination Date (as defined in such Swap Contract)
resulting from (A) any event of default under such Swap Contract as to
which the Borrower or any Significant Subsidiary is the Defaulting Party (as
defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which the Borrower or any Significant Subsidiary
is an Affected Party (as so defined) and, in either event, the Swap Termination
Value owed by the Borrower or such Subsidiary as a result thereof is greater
than $100,000,000; or

    
       

      
        
          
          

        

        
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    (f)           
Insolvency
Proceedings, Etc.  The Borrower or any of its Significant
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

     

    (g)          
Inability to Pay
Debts; Attachment.  (i) The Borrower or any Significant
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of
attachment or execution or similar process for the payment of money in an
aggregate amount in excess of $75,000,000 is issued or levied against all or any
of the property of any such Person and is not released, vacated or fully bonded
within 30 days after its issue or levy; or

     

    (h)          
Judgments. 
There is entered against the Borrower or any Significant Subsidiary a final
judgment or order for the payment of money in an aggregate amount in excess of
$75,000,000 (to the extent not covered by independent third-party insurance as
to which the insurer does not dispute coverage in a material respect), such
judgment remains unsatisfied and there is a period of 30 consecutive days during
which a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or

     

    (i)           
ERISA. 
(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
Plan which has resulted or could reasonably be expected to result in liability
of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer
Plan or the PBGC in an aggregate amount in excess of $100,000,000, or
(ii) the Borrower or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of $100,000,000;
or

     

    
      
        
           


        

        
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    (j)                                    Invalidity of Loan
Documents.  Any Loan Document, at any time after its execution and
delivery and for any reason other than as expressly permitted hereunder or
thereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect; or the Borrower or any other Person contests in any manner the
validity or enforceability of any Loan Document; or the Borrower denies that it
has any or further liability or obligation under any Loan Document, or purports
to revoke, terminate or rescind any Loan Document; or

     

    (k)                                 Pledge
Agreement.  The Pledge Agreement, after delivery thereof pursuant to
Section 6.13 and
so long as the Pledge Agreement is in effect, shall for any reason (other than
pursuant to the terms thereof) cease to create a valid and perfected first
priority Lien (subject to Liens expressly permitted by Section 7.01 )
on the Collateral consisting of the equity of Domestic Subsidiaries purported to
be covered thereby or a valid Lien in all material respects (subject to Liens
expressly permitted by Section 7.01 )
on the Collateral consisting of the equity of Foreign Subsidiaries purported to
be covered thereby.

     

    8.02                       Remedies Upon Event of
Default.  If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders, take any or all of the following actions:

     

    (a)                                 declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such commitments and
obligation shall be terminated;

     

    (b)                                declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrower;

     

    (c)                                 require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and

     

    (d)                                exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable law;

     

    provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower under the Bankruptcy Code of the United States, the obligation
of each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to Cash
Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender.

     

    
      
        
           


        

        
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    8.03                       Application of Funds. 
After the exercise of remedies provided for in Section 8.02 (or
after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 8.02 ),
any amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

     

    First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III )
payable to the Administrative Agent in its capacity as such;

     

    Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal, interest and Letter of Credit Fees) payable to the
Lenders and the L/C Issuer (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuer and amounts payable under Article III ),
ratably among them in proportion to the amounts described in this clause Second  payable
to them;

     

    Third, to payment of
that portion of the Obligations constituting accrued and unpaid Letter of Credit
Fees, interest on the Loans, L/C Borrowings and other Obligations, ratably among
the Lenders and the L/C Issuer in proportion to the respective amounts described
in this clause Third  payable
to them;

     

    Fourth, to payment of
that portion of the Obligations constituting unpaid principal of the Loans and
L/C Borrowings, and Obligations then owing under Secured Hedge Agreements,
ratably among the Lenders, the L/C Issuer and the Hedge Banks in proportion to
the respective amounts described in this clause  Fourth  held
by them;

     

    Fifth, to the
Administrative Agent for the account of the L/C Issuer, to Cash Collateralize
that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit; and

     

    Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
Borrower or as otherwise required by Law.

     

    Subject
to Section 2.03(c),
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of
Credit pursuant to clause Fifth  above
shall be applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.

     

    Notwithstanding
the foregoing, Obligations arising under Secured Hedge Agreements shall be
excluded from the application described above if the Administrative Agent has
not received written notice thereof, together with such supporting documentation
as the Administrative Agent may request, from the applicable Hedge Bank. 
Each Hedge Bank not a party to the Credit Agreement that has given the notice
contemplated by the preceding sentence shall, by such notice, be deemed to have
acknowledged and accepted the appointment of the Administrative Agent pursuant
to the terms of  Article IX  hereof
for itself and its Affiliates as if a “Lender” party hereto.

     

    
      
        
        

      

      
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    ARTICLE
IX.

     ADMINISTRATIVE
AGENT

    9.01                       Appointment
and Authority.

     

    (a)                                 Each
of the Lenders and the L/C Issuer hereby irrevocably appoints Wells Fargo to act
on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.  The provisions of this Article are
solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and the Borrower shall not have rights as a third party beneficiary of
any of such provisions.

     

    (b)                                The
Administrative Agent shall also act as the “collateral agent”
under the Pledge Agreement, and each of the Lenders and the L/C Issuer hereby
irrevocably appoints and authorizes the Administrative Agent to act as the agent
of such Lender and the L/C Issuer for purposes of acquiring, holding and
enforcing any and all Liens on Collateral granted by any of the Loan Parties to
secure any of the Obligations, together with such powers and discretion as are
reasonably incidental thereto.  In this connection, the Administrative
Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact
appointed by the Administrative Agent pursuant to Section 9.05  for
purposes of holding or enforcing any lien on the Collateral (or any portion
thereof) granted under the Pledge Agreement, or for exercising any rights and
remedies thereunder at the direction of the Administrative Agent), shall be
entitled to the benefits of all provisions of this Article IX  and
Article XI  (including
Section 11.04(c)
, as though such co-agents, sub-agents and attorneys-in-fact were the
“collateral agent” under the Loan Documents) as if set forth in full herein with
respect thereto.

     

    9.02                       Rights as a Lender.  The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.

     

    9.03                       Exculpatory Provisions. 
The Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.  Without
limiting the generality of the foregoing, the Administrative Agent:

     

    (a)                                 shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;

     

    
      
        
           


        

        
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    (b)                                shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided  that
the Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law;
and

     

    (c)                                 shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or
any of its Affiliates in any capacity.

     

    The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections
10.01  and 8.02 ) or
(ii) in the absence of its own gross negligence or willful
misconduct.  The Administrative Agent shall be deemed not to have knowledge
of any Default unless and until notice describing such Default is given to the
Administrative Agent by the Borrower, a Lender or the L/C Issuer.

     

    The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document or the
creation, perfection or priority of any Lien purported to be created by the
Pledge Agreement, (v) the value or sufficiency of any Collateral, or
(vi) the satisfaction of any condition set forth in Article IV  or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

     

    9.04                       Reliance by Administrative
Agent. The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person.  The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability
for relying thereon.  In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
by its terms must be fulfilled to the satisfaction of a Lender or the L/C
Issuer, the Administrative Agent may presume that such condition is satisfactory
to such Lender or the L/C Issuer unless the Administrative Agent shall have
received notice to the contrary from such Lender or the L/C Issuer prior to the
making of such Loan or the issuance of such Letter of Credit.  The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

     

    
      
        
           


        

        
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    9.05                       Delegation of Duties. 
The Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of this Article shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.

     

    9.06                       Resignation of Administrative
Agent.  The Administrative Agent may at any time give notice of its
resignation to the Lenders, the L/C Issuer and the Borrower.  Upon receipt
of any such notice of resignation, the Required Lenders shall have the right,
with the consent of the Borrower at all times other than during the continuance
of an Event of Default (which consent shall not be unreasonably withheld or
delayed), to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United
States.  If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a
successor Administrative Agent meeting the qualifications set forth above; provided  that
if the Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this Section.  Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired) Administrative Agent,
and the retiring Administrative Agent shall be discharged from all of its duties
and obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section).  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 the retiring Administrative Agent’s resignation hereunder
and under the other Loan Documents, the provisions of this Article and
Section 10.04  shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.

     

    9.07                       Non-Reliance on Administrative Agent
and Other Lenders.  Each Lender and the L/C Issuer acknowledges that
it has, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender and the L/C Issuer also
acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

     

    
      
        
        

      

      
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    9.08                       No Other Duties, Etc. 
Anything herein to the contrary notwithstanding, none of the Syndication Agent,
Co-Documentation Agents, Joint Lead Arrangers or Joint Book Managers listed on
the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent, a Lender or the L/C Issuer
hereunder.

     

    9.09                       Administrative Agent May File
Proofs of Claim.  In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Borrower, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C
Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have
made any demand on the Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise

     

    (a)                                 to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders, the L/C Issuer and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i)
 and (j) ,
2.09  and
10.04 ) allowed
in such judicial proceeding; and

     

    (b)                                to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and,
in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.09  and
10.04
..

     

    Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

     

    
      
        
           


        

        
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    9.10                       Collateral Matters.  Each
of the Lenders and the L/C Issuer irrevocably authorize the Administrative
Agent, at its option and in its discretion, to release any Lien on any property
granted to or held by the Administrative Agent under the Pledge Agreement
(i) upon termination of the Aggregate Commitments and payment in full of
all Obligations (other than contingent indemnification obligations) and the
expiration or termination of all Letters of Credit, (ii) that is sold or to
be sold as part of or in connection with any sale permitted hereunder or under
any other Loan Document, (iii) in accordance with Section 6.13  or
(iv) if approved, authorized or ratified in writing in accordance with
Section 11.01
..

     

    Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to release its interest
in particular types or items of property.  In each case as specified in
this Section 9.10 ,
the Administrative Agent will, at the Borrower’s expense, execute and deliver to
the applicable Loan Party such documents as such Loan Party may reasonably
request to evidence the release of such item of Collateral from the assignment
and security interest granted under the Pledge Agreement in accordance with the
terms of the Loan Documents and this Section 9.10
..

     

    9.11                    Secured Hedge
Agreements. No Hedge Bank that obtains the benefits of Section 8.03 or
any Collateral by virtue of the provisions hereof or the Pledge Agreement shall
have any right to notice of any action or to consent to, direct or object to any
action hereunder or under any other Loan Document or otherwise in respect of the
Collateral (including the release or impairment of any Collateral) other than in
its capacity as a Lender and, in such case, only to the extent expressly
provided in the Loan Documents.  Notwithstanding any other provision of
this Article IX  to
the contrary, the Administrative Agent shall not be required to verify the
payment of, or that other satisfactory arrangements have been made with respect
to, Obligations arising under Secured Hedge Agreements unless the Administrative
Agent has received written notice of such Obligations, together with such
supporting documentation as the Administrative Agent may request, from the
applicable Hedge Bank.

     

    ARTICLE
X.

     MISCELLANEOUS

     

    10.01                Amendments, Etc.  No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Borrower therefrom, shall be
effective unless in writing signed by the Required Lenders and the Borrower and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided , however , that no
such amendment, waiver or consent shall:

     

    (a)                                 waive
any condition set forth in Section 4.01(a) without
the written consent of each Lender;

     

    (b)                                extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02 )
without the written consent of such Lender;

     

    
      
        
           


        

        
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    (c)                                 postpone
any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees or other amounts due to the Lenders (or any of them)
hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby;

     

    (d)                                reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01 )
any fees or other amounts payable hereunder or under any other Loan Document
without the written consent of each Lender directly affected thereby; provided , however , that only
the consent of the Required Lenders shall be necessary to amend the definition
of “Default Rate” or to waive any obligation of the Borrower to pay interest or
Letter of Credit Fees at the Default Rate;

     

    (e)                                 change
Section 2.13 or
Section 8.03 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender; or

     

    (f)                                   change
any provision of this Section or the definition of “Required Lenders” or
any other provision hereof specifying the number or percentage of Lenders
required to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender directly affected thereby;

     

    and,
provided
further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it;
(ii) no amendment, waiver or consent shall, unless in writing and signed by
the Swing Line Lender in addition to the Lenders required above, affect the
rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; (iv) Section 10.06(h) may not be amended, waived
or otherwise modified without the consent of each Granting Lender all or any
part of whose Loans are being funded by an SPC at the time of such amendment,
waiver or other modification; and (v) the Fee Letters may be amended, or
rights or privileges thereunder waived, in a writing executed only by the
parties thereto.  Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.

     

    10.02                Notices;
Effectiveness; Electronic Communication.

     

    (a)                                 Notices
Generally.  Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in
subsection (b) below), all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

     

    
      
        
           


        

        
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    (i)                                    if
to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line
Lender, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 10.02 ;
and

     

    (ii)                                 if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.

     

    Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient).  Notices delivered through electronic communications to the
extent provided in subsection (b) below, shall be effective as provided in
such subsection (b).

     

    (b)                                Electronic
Communications.  Notices and other communications to the Lenders and
the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided  that
the foregoing shall not apply to notices to any Lender or the L/C Issuer
pursuant to Article II  if
such Lender or the L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by
electronic communication.  The Administrative Agent or the Borrower may, in
its 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.

     

    Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided  that
if such notice or other communication is not sent during the normal business
hours of the recipient, such notice or communication shall be deemed to have
been sent at the opening of business on the next business day for the recipient,
and (ii) notices or communications posted to an Internet or intranet
website shall be deemed received upon the deemed receipt by the intended
recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

     

    (c)                                 The Platform. 
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT
PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no
event shall the Administrative Agent or any of its Related Parties
(collectively, the “ Agent Parties ”) have
any liability to the Borrower,
any Lender, the L/C Issuer or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the Borrower’s or the Administrative Agent’s transmission of
Borrower Materials through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Agent Party; provided , however , that in no
event shall any Agent Party have any liability to the Borrower, any Lender, the
L/C Issuer or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).

     

    
      
        
        

      

      
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    (d)                                Change of Address,
Etc.  Each of the Borrower, the Administrative Agent, the L/C Issuer
and the Swing Line Lender may change its address, telecopier, telephone number
or electronic mail address for notices and other communications hereunder by
notice to the other parties hereto.  Each other Lender may change its
address, telecopier, telephone number or electronic mail address for notices and
other communications hereunder by notice to the Borrower, the Administrative
Agent, the L/C Issuer and the Swing Line Lender.  In addition, each Lender
agrees to notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices
and other communications may be sent and (ii) accurate wire instructions
for such Lender.

     

    (e)                                 Reliance by Administrative
Agent, L/C Issuer and Lenders.  The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Committed Loan Notices and Swing Line Loan
Notices) purportedly given by or on behalf of the Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or
(ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof.  The Borrower shall indemnify the Administrative
Agent, the L/C Issuer, each Lender and the Related Parties of each of them from
all losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower. 
All telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

     

    10.03                No Waiver; Cumulative
Remedies.  No failure by any Lender, the L/C Issuer or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder 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 provided by law.

     

    10.04                Expenses;
Indemnity; Damage Waiver.

     

    (a)                                 Costs and
Expenses.  The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent, the Syndication
Agent and their Affiliates (including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent and
the Syndication Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the
L/C Issuer in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) during
the occurrence and continuance of an Event of Default, all out-of-pocket
expenses incurred by the Administrative Agent, any Lender or the L/C Issuer
(including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the L/C Issuer), in connection with the
enforcement or protection of its rights (A) in connection with this
Agreement and the other Loan Documents, including its rights under this Section,
or (B) in connection with the Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.

    
       

      
        
          
          

        

        
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    (b)                                Indemnification by the
Borrower.  Subject to the provisions of Sections 3.01
and 3.04 (which
shall be controlling with respect to the matters covered thereby), the Borrower
shall indemnify the Administrative Agent and the Syndication Agent (and any
sub-agent of either thereof), each Lender and the L/C Issuer, and each Related
Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by the Borrower arising
out of, in connection with, or as a result of (i) the execution or delivery
of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby, (ii) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any
refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or
(iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by the Borrower, and
regardless of whether any Indemnitee is a party thereto;  provided  that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee or (y) result from a claim brought by the Borrower against
an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder
or under any other Loan Document, if the Borrower has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction.

     

    (c)                                 Reimbursement by
Lenders.  To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it
to the Administrative Agent or the Syndication Agent (or any sub-agent or either
thereof), the L/C
Issuer or any Related Party of any of the foregoing, each Lender severally
agrees to pay to the Administrative Agent, the Syndication Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender’s Pro Rata Share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided  that
the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Syndication Agent (or any such sub-agent) or the L/C
Issuer in its capacity as such, or against any Related Party of any of the
foregoing acting for the Administrative Agent, the Syndication Agent (or any
such sub-agent) or L/C Issuer in connection with such capacity.  The
obligations of the Lenders under this subsection (c) are subject to
the provisions of Section 2.12(d)
..

       

      
        
          
          

        

        
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    (d)                                Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable law,
the Borrower shall not assert, and hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof.  No Indemnitee referred to in subsection (b) above shall be
liable for any damages arising from the use by unintended recipients of any
information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby.

     

    (e)                                 Payments.  All
amounts due under this Section shall be payable not later than ten Business
Days after demand therefor.

     

    (f)                                   Survival.  The
agreements in this Section shall survive the resignation of the
Administrative Agent and the L/C Issuer, the replacement of any Lender, the
termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.

     

    10.05                Payments Set Aside.  To
the extent that any payment by or on behalf of the Borrower is made to the
Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent,
the L/C Issuer or any Lender exercises its right of setoff, and such payment or
the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent, the L/C
Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or
part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and the L/C Issuer severally agrees to
pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.  The obligations of the Lenders and the L/C Issuer under
clause (b) of the preceding sentence shall survive the payment in full of
the Obligations and the termination of this Agreement.

     

    
      
        
           


        

        
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    10.06                Successors
and Assigns.

     

    (a)                                 Successors and Assigns
Generally.  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, except that the Borrower may not assign or
otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and each Lender and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an Eligible Assignee in accordance with the provisions of subsection
(b) of this Section, (ii) by way of participation in accordance with
the provisions of subsection (d) of this Section, (iii) by way of
pledge or assignment of a security interest subject to the restrictions of
subsection (f) of this Section, or (iv) to an SPC in accordance with
the provisions of subsection (h) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and
void).  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, Participants to the extent provided in
subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

     

    (b)                                Assignments by
Lenders.  Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations and in Swing
Line Loans) at the time owing to it); provided
that

     

    (i)                                    except
in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the Commitment is not then
in effect, the principal outstanding balance of the 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 or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each
of the Administrative Agent and, so long as no Event of Default has occurred and
is continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed);

     

    (ii)                                 each
partial assignment shall be made as an assignment of a proportionate part of all
of the assigning Lender’s Loans and Commitments, except that this clause
(ii) shall not apply to rights in respect of Swing Line Loans;

     

    (iii)                              any
assignment of a Revolving Commitment must be approved by the Borrower, unless an
Event of Default shall have occurred and be continuing, the Administrative
Agent, the L/C Issuer and the Swing Line Lender (each such consent not to be
unreasonably withheld or delayed) unless the Person that is the proposed
assignee is itself a Lender (whether or not the proposed assignee would
otherwise qualify as an Eligible
Assignee) and any assignment of a Class A Term Loan must be approved by the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower (each such consent not to be unreasonably withheld or
delayed) unless the Person that is the proposed assignee is itself a Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee); and

     

    
      
        
        

      

      
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    (iv)                             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, and the Eligible Assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire.

     

    Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 , and 10.04  with
respect to facts and circumstances occurring prior to the effective date of such
assignment.  Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender.  Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this subsection 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
subsection (d) of this Section.

     

    (c)                                 Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent’s Office 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 Commitments of, and principal
amounts 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 the Borrower, the
Administrative Agent 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 each of the Borrower and the
L/C Issuer at any reasonable time and from time to time upon reasonable prior
notice.  In addition, at any time that a request for a consent for a
material or substantive change to the Loan Documents is pending, any Lender
wishing to consult with other Lenders in connection therewith may request and
receive from the Administrative Agent a copy of the Register.

     

    (d)                                Participations. 
Any Lender may at any time, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) (each, a “Participant ”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
it); provided  that
(i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) the Borrower, the Administrative Agent, the
Lenders and the L/C Issuer shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this
Agreement, (iv) any such participation shall be of a ratable percentage of
all of such Lender’s Commitments and Loans and (v) to the extent required
under applicable Gaming Laws, each Participant must be registered with, approved
by, or not disapproved by (whichever may be required under applicable Gaming
Laws), all applicable Gaming Boards and may not be the subject of a Lender
Disqualification.

    
       

      
        
          
          

        

        
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    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 this
Agreement and to approve any amendment, modification or waiver of any 
provision of this Agreement; provided  that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 10.01  that
affects such Participant.  Subject to subsection (e) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.01 ,
3.04  and
3.05  to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section.  To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 10.08  as
though it were a Lender, provided  such
Participant agrees to be subject to Section 2.13  as
though it were a Lender.

     

    (e)                                 Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any greater
payment under Section 3.01  or
3.04  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 shall not be entitled to the benefits of Section 3.01  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 3.01(e)
 as though it were a Lender.

     

    (f)                                   Certain
Pledges.  Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including
under its Note, if any) to secure obligations of such Lender, including any
pledge or assignment to secure obligations to a Federal Reserve Bank;  provided  that
no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

     

    (g)                                Electronic Execution of
Assignments.  The words “execution,” “signed,” “signature,” and
words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.

     

    
      
        
           


        

        
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    (h)                                Special Purpose Funding
Vehicles.  Notwithstanding anything to the contrary contained
herein, any Lender (a “Granting Lender ”)
may grant to a special purpose funding vehicle identified as such in writing
from time to time by the Granting Lender to the Administrative Agent and the
Borrower (an “SPC ”) the option to
provide all or any part of any Committed Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Agreement; provided  that
(i) nothing herein shall constitute a commitment by any SPC to fund any
Committed Loan, and (ii) if an SPC elects not to exercise such option or
otherwise fails to make all or any part of such Committed Loan, the Granting
Lender shall be obligated to make such Committed Loan pursuant to the terms
hereof or, if it fails to do so, to make such payment to the Administrative
Agent as is required under Section 2.12(b)(ii)
..  Each party hereto hereby agrees that (i) neither the grant to any
SPC nor the exercise by any SPC of such option shall increase the costs or
expenses or otherwise increase or change the obligations of the Borrower under
this Agreement (including its obligations under Section 3.04 ),
(ii) no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement for which a Lender would be liable, and (iii) the
Granting Lender shall for all purposes, including the approval of any amendment,
waiver or other modification of any provision of any Loan Document, remain the
lender of record hereunder.  The making of a Committed Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Committed Loan were made by such Granting Lender. 
In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior debt of any SPC, it will not institute against,
or join any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under the
laws of the United States or any State thereof.  Notwithstanding anything
to the contrary contained herein, any SPC may (i) with notice to, but
without prior consent of the Borrower and the Administrative Agent and with the
payment of a processing fee of $3,500, assign all or any portion of its right to
receive payment with respect to any Committed Loan to the Granting Lender and
(ii) disclose on a confidential basis any non-public information relating
to its funding of Committed Loans to any rating agency, commercial paper dealer
or provider of any surety or Guarantee or credit or liquidity enhancement to
such SPC.

     

    10.07                Treatment of Certain Information;
Confidentiality.  Each of the Administrative Agent, the Lenders and
the L/C Issuer agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its
Affiliates and to its and its Affiliates’ respective partners, members,
directors, officers, employees, agents, advisors and representatives (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and agrees to keep such Information
confidential), (b) to the extent requested by any Gaming Board or any
regulatory authority purporting to have jurisdiction over it (including any
self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other
party hereto, (e) in connection with the exercise of any remedies hereunder
or under any other Loan Document or any action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (i) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential
nature of the information and agree to keep such Information confidential) or
(ii) any actual or prospective counterparty (or its advisors) to any swap
or derivative transaction relating to the Borrower and its obligations (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of the information and agree to keep such Information
confidential), (g) with the consent of the Borrower or (h) to the
extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower and
such recipient reasonably believes such disclosure was proper.

     

    
      
        
        

      

      
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    For
purposes of this Section, “Information” means
all information received from the Borrower or any Subsidiary relating to the
Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Lender or
the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or
any Subsidiary; provided  that
all Information may be shared by and among the Administrative Agent, any Lender
or the L/C Issuer whether or not such Information is confidential.  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.

     

    Each of
the Administrative Agent, the Lenders and the L/C Issuer acknowledges that
(a) the Information may include material non-public information concerning
the Borrower or a Subsidiary, as the case may be, (b) it has developed
compliance procedures regarding the use of material non-public information and
(c) it will handle such material non-public information in accordance with
applicable Law, including Federal and state securities Laws.

     

    10.08                Right of Setoff.  If an
Event of Default shall have occurred and be continuing, each Lender, the L/C
Issuer and each of their respective Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by applicable law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower now or hereafter existing
under this Agreement or any other Loan Document to such Lender or the L/C
Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have
made any demand under this Agreement or any other Loan Document and although
such obligations of the Borrower may be contingent or unmatured or are owed to a
branch or office of such Lender or the L/C Issuer different from the branch or
office holding such deposit or obligated on such indebtedness.  The rights
of each Lender, the L/C Issuer and their respective Affiliates under this
Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, the L/C Issuer or their respective
Affiliates may have.  Each Lender and the L/C Issuer agrees to notify the
Borrower and the Administrative Agent promptly after any such setoff and
application, provided  that
the failure to give such notice shall not affect the validity of such setoff and
application.

     

    10.09                Interest Rate
Limitation.  Notwithstanding anything to the contrary contained in
any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the
“Maximum
Rate”).  If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower.  In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee,
or premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate, and spread in equal
or unequal parts the total amount of interest throughout the contemplated term
of the Obligations hereunder.

     

    
      
        
        

      

      
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    10.10                Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts (and
by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and the other Loan Documents constitute
the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements (including, without limitation, the
Existing Credit Agreement) and understandings, oral or written, relating to the
subject matter hereof.  Except as provided in Section 4.01 ,
this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

     

    10.11                Survival of Representations and
Warranties.  All representations and warranties made hereunder and
in any other Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and
delivery hereof and thereof.  Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless
of any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.

     

    10.12                Severability.  If any
provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of
the remaining provisions of this Agreement and the other Loan Documents shall
not be affected or impaired thereby and (b) the parties shall endeavor in
good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     

    10.13                Replacement of Lenders. 
If any Lender requests compensation under Section 3.04, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01 ,
or if any Lender is a
Defaulting Lender or an Impacted Lender or the subject of a Lender
Disqualification or is no longer an Eligible Assignee under
clause (B) of the definition thereof, then the Borrower may, at its
sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents
required by, Section 10.06 ),
all of its interests, rights and obligations under this Agreement and the
related Loan Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided  that:

     

    
      
        
        

      

      
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    (a)                                 the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 10.06(b);

     

    (b)                                such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05 )
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other
amounts);

     

    (c)                                 in
the case of any such assignment resulting from a claim for compensation under
Section 3.04 or
payments required to be made pursuant to Section 3.01 ,
such assignment will result in a reduction in such compensation or payments
thereafter; and

     

    (d)                                such
assignment does not conflict with applicable Laws.

     

    A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.

     

    10.14                Governing
Law; Jurisdiction; Etc.

     

    (a)                                 GOVERNING LAW. 
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.

     

    (b)                                SUBMISSION TO
JURISDICTION.  THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    

     

    (c)                                 WAIVER OF
VENUE.  THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT
REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

     

    (d)                                SERVICE OF
PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02
..  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

     

    10.15                Waiver of Jury Trial. 
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    10.16                USA PATRIOT Act Notice. 
Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Act ”), it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act.

     

    10.17                Cooperation with Gaming
Boards.  The Administrative Agent and the Lenders agree to cooperate
with all Gaming Boards in connection with the administration of their
regulatory
jurisdiction over the Borrower and its Subsidiaries, including the
provision of such documents and other information as may be requested by any
such Gaming Board relating to Borrower or any of its Subsidiaries or to the Loan
Documents.  The Borrower agrees to cooperate with Governmental Authorities
that have regulatory jurisdiction over the Lenders in connection with this
Agreement, including the provision of such documents and other information as
may be requested by any such Governmental Authority relating to any Lender or
this Agreement.

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

     

    10.18                Pledge Agreement
Release.  Except as otherwise provided herein, if the Pledge
Agreement is in effect, no amendment, waiver or consent to this Agreement or the
Pledge Agreement shall release all or substantially all of the Collateral in any
transaction or series of transactions without the written consent of each
Lender.

     

    10.19                No Fiduciary Duty.  The
Administrative Agent, each Lender and their Affiliates (collectively, solely for
purposes of this paragraph, the “ Lenders ”), may have economic
interests that conflict with those of the Borrower, its stockholders and/or its
affiliates.  The Borrower agrees that nothing in the Loan Documents or
otherwise will be deemed to create an advisory, fiduciary or agency relationship
or fiduciary or other implied duty between any Lender, on the one hand, and
Borrower, its stockholders or its affiliates, on the other.  The Borrower
acknowledges and agrees that (i) the transactions contemplated by the Loan
Documents (including the exercise of rights and remedies hereunder and
thereunder) are arm’s-length commercial transactions between the Lenders, on the
one hand, and the Borrower, on the other, and (ii) in connection therewith
and with the process leading thereto, (x) no Lender has assumed an advisory
or fiduciary responsibility in favor of the Borrower, its stockholders or its
affiliates with respect to the transactions contemplated hereby (or the exercise
of rights or remedies with respect thereto) or the process leading thereto
(irrespective of whether any Lender has advised, is currently advising or will
advise the Borrower, its stockholders or its Affiliates on other matters) or any
other obligation to the Borrower except the obligations expressly set forth in
the Loan Documents and (y) each Lender is acting solely as principal and
not as the agent or fiduciary of the Borrower, its management, stockholders,
creditors or any other Person.  The Borrower acknowledges and agrees that
the Borrower has consulted its own legal and financial advisors to the extent it
deemed appropriate and that it is responsible for making its own independent
judgment with respect to such transactions and the process leading
thereto.  The Borrower agrees that it will not claim that any Lender has
rendered advisory services of any nature or respect, or owes a fiduciary or
similar duty to the Borrower, in connection with such transaction or the process
leading thereto.

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 
      	
              INTERNATIONAL
      GAME TECHNOLOGY

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	
              /s/
      Patrick W. Cavanaugh

            
	 	Name:	Patrick
      W. Cavanaugh
	 	Title:	Executive
      Vice President and Chief Financial
Officer


    

     

    
      
        
           


        

        
          96

          
            

          

        

        
           


        

      

    

    
       

      
        	 
      	
                

                  WELLS
      FARGO BANK, N.A.,

                  as
      Administrative Agent

                

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                /s/
      Deborah Fuetsch

              
	 	Name:	Deborah
      Fuetsch
	 	Title:	

                Vice
      President

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        
           

          SCHEDULE
2.01

          


           

          COMMITMENTS

          AND
PRO RATA SHARES

           

          Revolving Credit
Facility

           

           

          
            	
                    Lender

                  	 	
                    Revolving

                    Commitment

                  	 	 	
                    Pro
      Rata Share

                  	 
	
                    The
      Royal Bank of Scotland PLC

                  	 	$	225,000,000	 	 	 	10.843373494	%
	
                    Bank
      of America, N.A.

                  	 	$	195,000,000	 	 	 	9.397590361	%
	
                    Mizuho
      Corporate Bank, Ltd.

                  	 	$	138,108,108	 	 	 	6.655812434	%
	
                    Wells
      Fargo Bank, N.A.

                  	 	$	121,500,000	 	 	 	5.855421687	%
	
                    Wachovia
      Bank, National Association

                  	 	$	103,500,000	 	 	 	4.987951807	%
	
                    KeyBank
      National Association

                  	 	$	86,317,568	 	 	 	4.159882795	%
	
                    Sumitomo
      Mitsui Banking Corporation

                  	 	$	86,317,568	 	 	 	4.159882795	%
	
                    Société
      Générale

                  	 	$	85,000,000	 	 	 	4.096385542	%
	
                    The
      Bank of Tokyo-Mitsubishi UFJ, Ltd.

                  	 	$	75,000,000	 	 	 	3.614457831	%
	
                    Union
      Bank, N.A.

                  	 	$	75,000,000	 	 	 	3.614457831	%
	
                    Morgan
      Stanley Bank, N.A.

                  	 	$	75,000,000	 	 	 	3.614457831	%
	
                    The
      Bank of New York Mellon

                  	 	$	75,000,000	 	 	 	3.614457831	%
	
                    BNP
      Paribas

                  	 	$	69,054,054	 	 	 	3.327906217	%
	
                    U.S.
      Bank National Association

                  	 	$	60,000,000	 	 	 	2.891566265	%
	
                    The
      Governor and Company of The Bank of Ireland

                  	 	$	51,790,541	 	 	 	2.495929687	%
	
                    Comerica
      Bank

                  	 	$	50,000,000	 	 	 	2.409638554	%
	
                    Deutsche
      Bank Trust Company Americas

                  	 	$	50,000,000	 	 	 	2.409638554	%
	
                    William
      Street Commitment Corporation

                  	 	$	50,000,000	 	 	 	2.409638554	%
	
                    UBS
      AG, Stamford Branch

                  	 	$	50,000,000	 	 	 	2.409638554	%
	
                    JPMorgan
      Chase Bank, N.A.

                  	 	$	45,000,000	 	 	 	2.168674699	%
	
                    HSH
      Nordbank

                  	 	$	30,000,000	 	 	 	1.445783133	%
	
                    Merrill
      Lynch Bank USA

                  	 	$	30,000,000	 	 	 	1.445783133	%
	
                    Goldman
      Sachs Bank USA

                  	 	$	25,000,000	 	 	 	1.204819277	%
	
                    Toronto
      Dominion (New York) LLC

                  	 	$	25,000,000	 	 	 	1.204819277	%
	
                    UniCredit
      S.p.A. – New York Branch

                  	 	$	20,716,216	 	 	 	0.998371855	%
	
                    HSBC
      Bank USA, National Association

                  	 	$	20,000,000	 	 	 	0.963855422	%
	
                    Bank
      Hapoalim B.M.

                  	 	$	20,000,000	 	 	 	0.963855422	%
	
                    Commerzbank
      AG

                  	 	$	20,000,000	 	 	 	0.963855422	%
	
                    First
      Commercial Bank New York Agency

                  	 	$	17,263,514	 	 	 	0.831976578	%
	
                    E.
      Sun Commercial  Bank, Ltd., Los Angeles Branch

                  	 	$	16,000,000	 	 	 	0.771084337	%
	
                    State
      Bank of India

                  	 	$	15,000,000	 	 	 	0.722891566	%
	
                    Chang
      Hwa Commercial Bank, Ltd.

                  	 	$	13,810,811	 	 	 	0.665581253	%
	
                    Bank
      of Taiwan, New York Agency

                  	 	$	10,358,108	 	 	 	0.499185928	%
	
                    Mega
      International Commercial Bank Co., Ltd. New York Branch

                  	 	$	10,358,108	 	 	 	0.499185928	%
	
                    Taipei
      Fubon Commercial Bank, New York Agency

                  	 	$	10,000,000	 	 	 	0.481927711	%
	
                    The
      Chiba Bank, Ltd., New York Branch

                  	 	$	10,000,000	 	 	 	0.481927711	%
	
                    Mega
      International Commercial Bank Co., Ltd. Los Angeles Branch

                  	 	$	8,000,000	 	 	 	0.385542169	%
	
                    Hua
      Nan Commercial Bank, Ltd.

                  	 	$	6,905,405	 	 	 	0.332790602	%
	
                    Total

                  	 	$	2,075,000,000	 	 	 	100.000000000	%


          


          
            
              
                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          Class A Revolving Loan
Facility

          


          
            	
                    Class
      A Revolving Lender

                  	 	
                    Class
      A Revolving

                    Loan
      Commitment

                  	 	 	
                    Pro
      Rata Share

                  	 
	
                    The
      Royal Bank of Scotland PLC

                  	 	$	225,000,000	 	 	 	13.501350135	%
	
                    Bank
      of America, N.A.

                  	 	$	195,000,000	 	 	 	11.701170117	%
	
                    Wells
      Fargo Bank, N.A.

                  	 	$	121,500,000	 	 	 	7.290729073	%
	
                    Wachovia
      Bank, National Association

                  	 	$	103,500,000	 	 	 	6.210621062	%
	
                    Mizuho
      Corporate Bank, Ltd.

                  	 	$	100,000,000	 	 	 	6.000600060	%
	
                    The
      Bank of Tokyo-Mitsubishi UFJ, Ltd.

                  	 	$	75,000,000	 	 	 	4.500450045	%
	
                    Union
      Bank, N.A.

                  	 	$	75,000,000	 	 	 	4.500450045	%
	
                    Morgan
      Stanley Bank, N.A.

                  	 	$	75,000,000	 	 	 	4.500450045	%
	
                    KeyBank
      National Association

                  	 	$	62,500,000	 	 	 	3.750375038	%
	
                    Sumitomo
      Mitsui Banking Corporation

                  	 	$	62,500,000	 	 	 	3.750375038	%
	
                    BNP
      Paribas

                  	 	$	60,000,000	 	 	 	3.600360036	%
	
                    U.S.
      Bank National Association

                  	 	$	60,000,000	 	 	 	3.600360036	%
	
                    Comerica
      Bank

                  	 	$	50,000,000	 	 	 	3.000300030	%
	
                    Deutsche
      Bank Trust Company Americas

                  	 	$	50,000,000	 	 	 	3.000300030	%
	
                    William
      Street Commitment Corporation

                  	 	$	50,000,000	 	 	 	3.000300030	%
	
                    UBS
      AG, Stamford Branch

                  	 	$	50,000,000	 	 	 	3.000300030	%
	
                    The
      Governor and Company of The Bank of Ireland

                  	 	$	37,500,000	 	 	 	2.250225023	%
	
                    Merrill
      Lynch Bank USA

                  	 	$	30,000,000	 	 	 	1.800180018	%
	
                    Toronto
      Dominion (New York) LLC

                  	 	$	25,000,000	 	 	 	1.500150015	%
	
                    Goldman
      Sachs Bank USA

                  	 	$	25,000,000	 	 	 	1.500150015	%
	
                    UniCredit
      S.p.A. – New York Branch

                  	 	$	20,000,000	 	 	 	1.200120012	%
	
                    HSBC
      Bank USA, National Association

                  	 	$	20,000,000	 	 	 	1.200120012	%
	
                    E.
      Sun Commercial  Bank, Ltd., Los Angeles Branch

                  	 	$	16,000,000	 	 	 	0.960096010	%
	
                    State
      Bank of India

                  	 	$	15,000,000	 	 	 	0.900090009	%
	
                    First
      Commercial Bank New York Agency

                  	 	$	12,500,000	 	 	 	0.750075008	%
	
                    Mega
      International Commercial Bank Co., Ltd. New York Branch

                  	 	$	10,000,000	 	 	 	0.600060006	%
	
                    Chang
      Hwa Commercial Bank, Ltd.

                  	 	$	10,000,000	 	 	 	0.600060006	%
	
                    Taipei
      Fubon Commercial Bank, New York Agency

                  	 	$	10,000,000	 	 	 	0.600060006	%
	
                    Mega
      International Commercial Bank Co., Ltd. Los Angeles Branch

                  	 	$	8,000,000	 	 	 	0.480048005	%
	
                    Bank
      of Taiwan, New York Agency

                  	 	$	7,500,000	 	 	 	0.450045005	%
	
                    Hua
      Nan Commercial Bank, Ltd.

                  	 	$	5,000,000	 	 	 	0.300030003	%
	
                    Total

                  	 	$	1,666,500,000	 	 	 	100.000000000	%


          

          

            
              
                
                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          Class B Revolving Loan
Facility

          


          
            	
                    Class
      B Revolving Lender

                  	 	
                    Class
      B Revolving

                    Loan
      Commitment

                  	 	 	
                    Pro
      Rata Share

                  	 
	
                    Société
      Générale

                  	 	$	85,000,000	 	 	 	20.807833537	%
	
                    The
      Bank of New York Mellon

                  	 	$	75,000,000	 	 	 	18.359853121	%
	
                    JPMorgan
      Chase Bank, N.A.

                  	 	$	45,000,000	 	 	 	11.015911879	%
	
                    Mizuho
      Corporate Bank, Ltd.

                  	 	$	38,108,108	 	 	 	9.328790208	%
	
                    HSH
      Nordbank

                  	 	$	30,000,000	 	 	 	7.343941248	%
	
                    KeyBank
      National Association

                  	 	$	23,817,568	 	 	 	5.830494002	%
	
                    Sumitomo
      Mitsui Banking Corporation

                  	 	$	23,817,568	 	 	 	5.830494002	%
	
                    Commerzbank
      AG

                  	 	$	20,000,000	 	 	 	4.895960832	%
	
                    Bank
      Hapoalim B.M.

                  	 	$	20,000,000	 	 	 	4.895960832	%
	
                    The
      Governor and Company of The Bank of Ireland

                  	 	$	14,290,541	 	 	 	3.498296450	%
	
                    The
      Chiba Bank, Ltd., New York Branch

                  	 	$	10,000,000	 	 	 	2.447980416	%
	
                    BNP
      Paribas

                  	 	$	9,054,054	 	 	 	2.216414688	%
	
                    First
      Commercial Bank New York Agency

                  	 	$	4,763,514	 	 	 	1.166098898	%
	
                    Chang
      Hwa Commercial Bank, Ltd.

                  	 	$	3,810,811	 	 	 	0.932879070	%
	
                    Bank
      of Taiwan, New York Agency

                  	 	$	2,858,108	 	 	 	0.699659241	%
	
                    Hua
      Nan Commercial Bank, Ltd.

                  	 	$	1,905,405	 	 	 	0.466439412	%
	
                    UniCredit
      S.p.A. – New York Branch

                  	 	$	716,216	 	 	 	0.175328274	%
	
                    Mega
      International Commercial Bank Co., Ltd. New York Branch

                  	 	$	358,108	 	 	 	0.087664137	%
	
                    Total

                  	 	$	408,500,000	 	 	 	100.000000000	%


          


          
            
              
                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          SCHEDULE
2.03

          


           

          EXISTING
LETTERS OF CREDIT

           

          
            	
                     LOC
      #

                  	
                     ORIGINA

                     ISSUE
      DATE

                  	
                     EXTENSION

                    TERMS

                  	
                     DATE

                    EXPIRES

                  	
                     ISSUED
      IN FAVOR OF

                  	
                     AMOUNT

                  
	
                     S00037206

                  	
                     7/13/2000

                  	
                     Automatic

                  	
                     7/15/2009

                  	
                     South
      Dakota Commission on Gaming

                  	
                     $2,800,000

                  
	
                     S00045630

                  	
                     06/02/2002

                  	
                     Automatic

                  	
                     6/30/2009
      

                  	
                     United
      States Fidelity

                  	
                     $   100,000

                  
	
                     S00048353

                  	
                     08/13/2003

                  	
                     Automatic

                  	
                     7/31/2009

                  	
                     Multiple
      Insurance Groups

                  	
                     $   826,667

                  
	
                     NZS550544

                  	
                     08/08/2005

                  	
                     Automatic

                  	
                     6/30/2009

                  	
                     Sentry
      Insurance

                  	
                     $   380,000

                  
	 
      	 
      	 
      	 
      	 
      	
                     $4,106,667

                  


          

          


          
            
              
                
                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          SCHEDULE
5.13

           

           

          SIGNIFICANT
SUBSIDIARIES

           

          
            	
                    Domestic

                    Corporations

                  	 	
                    Authorized

                    Shares

                  	 	
                    Class

                  	 	
                    Par

                    Value

                  	 	
                    Shares Issued

                  	 	
                    Shareholders

                  
	 
      	 	 	 	 
      	 	 	 	 	 	 
      
	
                    IGT

                  	 	20,000,000	 	
                    Common

                  	 	0.01	 	9,812,352	 	
                    International
      Game Technology

                  


          

          

            
              
                
                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          SCHEDULE
7.01

           

           

          EXISTING
LIENS

           

          None


          
            
              
                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          SCHEDULE
7.02

           

           

          EXISTING
INDEBTEDNESS

          
             

            None

          


          
            
              
                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          SCHEDULE
10.02

           

           

          ADMINISTRATIVE
AGENT’S OFFICE;

          CERTAIN
ADDRESSES FOR NOTICES

           

           

          BORROWER:

          International
Game Technology

          9295
Prototype Drive

          Reno,
Nevada 89521

          Attention:  Linda
Rosenthal

          Telephone:
(775)-448-1938

          Telecopier:
(775) 448-0825

          Electronic
Mail: linda.rosenthal@IGT.com

          Website
Address:  www.IGT.com

          


           

          ADMINISTRATIVE
AGENT:

           

          Administrative
Agent’s Office

          (for
payments and Requests for Credit Extensions):

          Wells
Fargo Bank, N.A.

          201 Third
Street, 8th
Floor

          Mail
Code:  A0817-081

          San
Francisco, CA 94103

          Attention:
Agency Syndication Dept./Thomas Priftis

          Telephone:
(415) 477-5443

          Telecopier:
(415) 512-7059

          Electronic
Mail:  priftist@wellsfargo.com

          Account
No.:  4175-431438

          Ref:  Syndic/WFBCorp/Intl
Gaming Tech “IGT”

          ABA#
1210-00248

          


          Other Notices as
Administrative Agent:

          Wells
Fargo Bank, N.A.

          Agency
Management

          201 Third
Street, 8th
Floor

          Mail
Code: A0817-081

          San
Francisco, CA 94103

          Attention:  Agency
Syndication Dept./Ellen Einarsson

          Telephone:  (415)
477-5271

          Telecopier:  (415)
512-7059

          Electronic
Mail: ellen.einarsson@wellsfargo.com

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          L/C
ISSUER:

           

          Wells
Fargo Bank, N.A.

          1 Front
Street, 21st
Floor

          Mail
Code: A0195-212

          San
Francisco, CA 94103

          Attention:
Socorro Lozana

          Telephone:
(415) 396-8308

          Telecopier:
(415) 284-9453

          Electronic
Mail: lozanos@wellsfargo.com

          


           

          SWING
LINE LENDER:

           

          Wells
Fargo Bank, N.A.

          201 Third
Street, 8th
Floor

          Mail
Code:  A0817-081

          San
Francisco, CA 94103

          Attention:
Agency Syndication Dept. / Thomas Priftis

          Telephone:
(415) 477-5443

          Telecopier:
(415) 512-7059

          Electronic
Mail:  priftist@wellsfargo.com

          Account
No.:  4175-431438

          Ref:  Syndic/WFBCorp/Intl
Gaming Tech “IGT”

          ABA#
1210-00248


          
            
              
                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          EXHIBIT
A

           

          FORM
OF COMMITTED LOAN/PAYDOWN NOTICE

           

           

          Date:  ___________,
_____

           

           

          To:          Wells
Fargo Bank, N.A., as Administrative Agent

           

          


          Ladies
and Gentlemen:

           

          Reference
is made to that certain Second Amended and Restated Credit Agreement, dated as
of June 8, 2009 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement”, the terms
defined therein being used herein as therein defined), among International Game
Technology, a Nevada corporation (the “Borrower”), the
Lenders from time to time party thereto, certain other parties thereto and Wells
Fargo Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

           

          The
undersigned hereby requests (select one):

           

          o A Borrowing of
Committed Loans

          o A conversion or
continuation of Loans

          o Paydown

           

          On ________________________
(a Business Day).

          In the
amount of ___________________________.

          Comprised
of ______________________________.

          [Type of Committed Loan
requested]

          For
Eurodollar Rate Loans:  with an Interest Period of ______
months.

           

          The
Committed Borrowing, if any, requested herein complies with the provisos to the
first sentence of Section
2.01(a)/2.01(c) of the Agreement.

           

           

           

          INTERNATIONAL
GAME TECHNOLOGY

           

           

          By:
____________________________________

          Name:
__________________________________

          Title:
___________________________________

           


          
            
              
                Form of
Committed Loan Notice

                


                
                  	 	
                          A-1

                        	 
      


                

                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          EXHIBIT
B

           

           

          FORM
OF SWING LINE LOAN NOTICE

           

           

          Date:  ___________,
_____

           

           

          
            	
                    To:

                  	
                    Wells
      Fargo Bank, N.A., as Swing Line
Lender

                  


          

          
            	
                     
      

                  	
                    Wells
      Fargo Bank, N.A., as Administrative
Agent

                  


          

           

          


          Ladies
and Gentlemen:

           

          Reference
is made to that certain Second Amended and Restated Credit Agreement, dated as
of June 8, 2009 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement”, the terms
defined therein being used herein as therein defined), among International Game
Technology, a Nevada corporation (the “Borrower”), the
Lenders from time to time party thereto, certain other parties and Wells Fargo
Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

           

          The
undersigned hereby requests a Swing Line Loan:

           

          On ___________________________
(a Business Day).

          In the
amount of $ ______________________.

           

          The Swing
Line Borrowing requested herein complies with the requirements of the provisos
to the first sentence of Section 2.04(a) of
the Agreement.

           

           

           

          INTERNATIONAL
GAME TECHNOLOGY

          


           

          By: _________________________________

          Name:
_______________________________

          Title: ________________________________

           


          
            
              
                Form of
Swing Line Loan Notice

                


                
                  	 	
                          B-1

                        	 
      


                

                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          EXHIBIT
C-1

           

           

          FORM
OF REVOLVING NOTE`

           

           

          June __,
2009

           

           

          FOR VALUE
RECEIVED, the undersigned (the “Borrower”) hereby
promises to pay to _____________________ or registered assigns (the “Lender”), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Revolving Loan from time to time made by the Lender to
the Borrower under that certain Second Amended and Restated Credit Agreement,
dated as of June 8, 2009 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement”, the terms
defined therein being used herein as therein defined), among the Borrower, the
Lenders from time to time party thereto, certain other parties and Wells Fargo
Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

           

          The
Borrower promises to pay interest on the unpaid principal amount of each
Revolving Loan from the date of such Revolving Loan until such principal amount
is paid in full, at such interest rates and at such times as provided in the
Agreement.  All payments of principal and interest shall be made to
the Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent’s Office.  If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Agreement.

           

          This
Revolving Note is one of the Revolving Notes referred to in the Agreement, is
entitled to the benefits thereof and may be prepaid in whole or in part subject
to the terms and conditions provided therein.  Upon the occurrence and
continuation of one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Revolving Note shall become, or may be
declared to be, immediately due and payable all as provided in the
Agreement.  Revolving Loans made by the Lender shall be evidenced by
one or more loan accounts or records maintained by the Lender in the ordinary
course of business.  The Lender may also attach schedules to this
Revolving Note and endorse thereon the date, amount and maturity of its
Revolving Loans and payments with respect thereto.

           

          The
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Revolving Note.

           


          
            
              
                Form of
Revolving Note

                


                
                  	 	
                          C-1-1

                        	 
      


                

                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

           

           

          INTERNATIONAL
GAME TECHNOLOGY

          
 

          By: ________________________________

          Name: ______________________________

          Title:
_______________________________  

           


          
            
              
                Form of
Revolving Note

                


                
                  	 	
                          C-1-2

                        	 
      


                

                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          REVOLVING
LOANS AND PAYMENTS WITH RESPECT THERETO

           

          
            
              	
                      Date

                    	
                      Type
      of

                      Loan
      Made

                    	
                      Amount
      of

                      Loan
      Made

                    	
                      End
      of

                      Interest

                      Period

                    	
                      Amount
      of

                      Principal
      or

                      Interest
      Paid

                      This
      Date

                    	
                      Outstanding

                      Principal

                      Balance
      This

                      Date

                    	
                      Notation

                      Made
      By

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    


            

             

          

          

            
              
                
                  Form of
Revolving Note

                  


                  
                    	 	
                            C-1-3

                          	 
      


                  

                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            



          EXHIBIT
C-2

           

           

          FORM
OF SWING LINE NOTE

           

           

          June __,
2009

           

          FOR VALUE
RECEIVED, the undersigned (the “Borrower”) hereby
promises to pay to WELLS FARGO BANK, N.A. or registered assigns (the “Swing Line Lender”),
in accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Swing Line Loan from time to time made by the Swing
Line Lender to the Borrower under that certain Second Amended and Restated
Credit Agreement, dated as of June 8, 2009 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement”, the terms
defined therein being used herein as therein defined), among the Borrower, the
Lenders from time to time party thereto, certain other parties and Wells Fargo
Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

           

          The
Borrower promises to pay interest on the unpaid principal amount of each Swing
Line Loan from the date of such Swing Line Loan until such principal amount is
paid in full, at such interest rates and at such times as provided in the
Agreement.  All payments of principal and interest shall be made to
the Swing Line Lender in Dollars in immediately available funds.  If
any amount is not paid in full when due hereunder, such unpaid amount shall bear
interest, to be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at the per annum
rate set forth in the Agreement.

           

          This
Swing Line Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein.  Upon the occurrence and continuation
of one or more of the Events of Default specified in the Agreement, all amounts
then remaining unpaid on this Swing Line Note shall become, or may be declared
to be, immediately due and payable all as provided in the
Agreement.  Swing Line Loans made by the Swing Line Lender shall be
evidenced by one or more loan accounts or records maintained by the Swing Line
Lender in the ordinary course of business. The Swing Line Lender may also attach
schedules to this Swing Line Note and endorse thereon the date, amount and
maturity of its Swing Line Loans and payments with respect thereto.

           

          The
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Swing Line Note.

           


          
            
              
                Form of
Swing Line Note

                


                
                  	 	
                          C-2-1

                        	 
      


                

                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK

           

           

          INTERNATIONAL
GAME TECHNOLOGY

          

             

            By: ________________________________

            Name: ______________________________

            Title:
_______________________________                                                                         

          

           

          
 

          
            
              
                Form of
Swing Line Note

                


                
                  	 	
                          C-2-2

                        	 
      


                

              

               


            

            
               


              
                

              

            

            
               


            

          


          SWING
LINE LOANS AND PAYMENTS WITH RESPECT THERETO

           

          
            
              	
                      Date

                    	
                      Type
      of

                      Loan
      Made

                    	
                      Amount
      of

                      Loan
      Made

                    	
                      End
      of

                      Interest

                      Period

                    	
                      Amount
      of

                      Principal

                      or
      Interest

                      Paid
      This

                      Date

                    	
                      Outstanding

                      Principal

                      Balance
      This

                      Date

                    	
                      Notation

                      Made
      By

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    
	
                      ________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      _________

                    	
                      ________

                    


            

             

          

          

            
              
                
                  Form of
Swing Line Note

                  


                  
                    	 	
                            C-2-3

                          	 
      


                  

                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          EXHIBIT
C-3

           

           

          FORM
OF CLASS A TERM NOTE

           

          


          December
19, 2010

          


          FOR VALUE
RECEIVED, the undersigned (the “Borrower”) hereby
promises to pay to _____________________ or registered assigns (the “Lender”), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Class A Term Loan from time to time made by the Lender
to the Borrower under that certain Second Amended and Restated Credit Agreement,
dated as of June 8, 2009 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement”, the terms
defined therein being used herein as therein defined), among the Borrower, the
Lenders from time to time party thereto, certain other parties and Wells Fargo
Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

           

          The
Borrower promises to pay interest on the unpaid principal amount of each Class A
Term Loan from the date of such Class A Term Loan until such principal amount is
paid in full, at such interest rates and at such times as provided in the
Agreement.  All payments of principal and interest shall be made to
the Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent’s Office.  If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Agreement.

           

          This
Class A Term Note is one of the Class A Term Notes referred to in the Agreement,
is entitled to the benefits thereof and may be prepaid in whole or in part
subject to the terms and conditions provided therein.  Upon the
occurrence and continuation of one or more of the Events of Default specified in
the Agreement, all amounts then remaining unpaid on this Class A Term Note shall
become, or may be declared to be, immediately due and payable all as provided in
the Agreement.  Class A Term Loans made by the Lender shall be
evidenced by one or more loan accounts or records maintained by the Lender in
the ordinary course of business.  The Lender may also attach schedules
to this Class A Term Note and endorse thereon the date, amount and maturity of
its Class A Term Loans and payments with respect thereto.

           

          The
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Class A Term Note.

           


          
            
              
                Form of
Class A Term Note

                


                
                  	 	
                          C-3-1

                        	 
      


                

              

               


            

            
               


              
                

              

            

            
               


            

          


          THIS
CLASS A TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.

           

           

          INTERNATIONAL
GAME TECHNOLOGY

           

          


          
            By: ________________________________

            Name: ______________________________

            Title:
_______________________________  

             

          


          
            
              
                Form of
Class A Term Note

                


                
                  	 	
                          C-3-2

                        	 
      


                

                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          CLASS
A TERM LOANS AND PAYMENTS WITH RESPECT THERETO

           

          
            	
                    Date

                  	
                    Type
      of Loan

                    Made

                  	
                    Amount
      of

                    Loan
      Made

                  	
                    End
      of

                    Interest

                    Period

                  	
                    Amount
      of 

                    Principal
      or

                    Interest
      Paid

                    This
      Date

                  	
                    Outstanding

                    Principal

                    Balance
      This

                    Date

                  	
                    Notation

                    Made
      By

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  
	
                    ________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    _________

                  	
                    ________

                  


          

           

           

          
            
              
                Form of
Class A Term Note

                


                
                  	
                           

                        	
                          C-3-3

                        	 
      


                

                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          EXHIBIT
D

           

           

          FORM
OF COMPLIANCE CERTIFICATE

           

           

          Financial
Statement Date: _________ ,
_____

           

           

          To:           Wells
Fargo Bank, N.A., as Administrative Agent

           

          


          Ladies
and Gentlemen:

           

          Reference
is made to that certain Second Amended and Restated Credit Agreement, dated as
of June 8, 2009 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement”, the terms
defined therein being used herein as therein defined), among International Game
Technology, a Nevada corporation (the “Borrower”), the
Lenders from time to time party thereto, certain other parties and Wells Fargo
Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.

           

          The
undersigned Responsible Officer hereby certifies as of the date hereof that
he/she is the of the Borrower,
and that, as such, he/she is authorized to execute and deliver this Certificate
to the Administrative Agent on the behalf of the Borrower, and
that:

           

          [Use
following paragraph 1 for fiscal year-end financial
statements]

           

          1.           Attached
hereto as Schedule
1 are the year-end audited financial statements required by Section 6.01(a) of
the Agreement for the fiscal year of the Borrower ended as of the above date,
together with the report and opinion of an independent certified public
accountant required by such section.

           

          [Use
following paragraph 1 for fiscal quarter-end financial
statements]

           

          1.           Attached
hereto as Schedule
1 are the unaudited financial statements required by Section 6.01(b) of
the Agreement for the fiscal quarter of the Borrower ended as of the above
date.  Such financial statements fairly present the financial
condition, results of operations and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of
footnotes.

           

          2.           The
undersigned has reviewed and is familiar with the terms of the Agreement and has
made, or has caused to be made under his/her supervision, a reasonably detailed
review of the transactions and condition (financial or otherwise) of the
Borrower during the accounting period covered by the attached financial
statements.

           

          3.           A
review of the activities of the Borrower during such fiscal period has been made
under the supervision of the undersigned with a view to determining whether
during such fiscal period the Borrower performed and observed all its
Obligations under the Loan Documents, and

          

            
              
                
                  Form of
Compliance Certificate

                  


                  
                    	 	
                            D-1

                          	 
      


                  

                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          [select
one:]

           

          [to the
knowledge of the undersigned during such fiscal period, the Borrower performed
and observed each covenant and condition of the Loan Documents applicable to
it.]

           

          --or--

           

          [the
following covenants or conditions have not been performed or observed and the
following is a list of each such Default and its nature and
status:]

           

          4.           The
representations and warranties of the Borrower contained in Article V of the
Agreement, and any representations and warranties of the Borrower that are
contained in any document furnished at any time under or in connection with the
Loan Documents, are true and correct in all material respects on and as of the
date hereof, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Compliance
Certificate, the representations and warranties contained in subsections (a) and
(b) of Section
5.05 of the Agreement shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the
Agreement, including the statements in connection with which this Compliance
Certificate is delivered.

           

          5.           The
financial covenant analyses and information set forth on Schedule 2 attached
hereto are true and accurate on and as of the date of this
Certificate.

           

          IN WITNESS WHEREOF, the
undersigned has executed this Certificate as of _____________, _______.

           

           

          

            INTERNATIONAL
GAME TECHNOLOGY

             

            


            
              By: ________________________________

              Name: ______________________________

              Title:
_______________________________  

               

            

          


          
            
              
                Form of
Compliance Certificate

                


                
                  	 	
                          D-2

                        	 
      


                

                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          For the
Quarter/Year ended ___________________(“Statement
Date”)

           

          SCHEDULE
2

          to the
Compliance Certificate

          ($ in
000’s)

           

          
            
              	I.	Section 7.07(a) – Interest Coverage
      Ratio.
	 	Adjusted Consolidated EBITDA for four consecutive
      fiscal quarters ending on above date (“Subject
      Period”):
	 	
                      1.

                    	
                      Consolidated net income for Subject
      Period:

                    	
                      $_______

                    
	 	
                      2.

                    	
                      plus
      Consolidated Interest Expense for Subject Period:

                    	
                      $_______

                    
	 	
                      3.

                    	
                      plus
      provision for income taxes for Subject Period:

                    	
                      $_______

                    
	 	
                      4.

                    	
                      plus
      depreciation expenses for Subject Period:

                    	
                      $_______

                    
	 	
                      5.

                    	
                      plus
      amortization expenses for Subject Period:

                    	
                      $_______

                    
	 	
                      6.

                    	
                      plus
      non-cash stock-based compensation expenses for Subject
      Period:

                    	
                      $_______

                    
	 	
                      7.

                    	
                      plus
      non-cash extraordinary losses:

                    	
                      $_______

                    
	 	
                      8.

                    	
                      plus
      non-cash non-recurring items:

                    	
                      $_______

                    
	 	
                      9.

                    	
                      plus
      any losses arising in connection with the early retirement of
      Indebtedness:

                    	
                      $_______

                    
	 	
                      10.

                    	
                      minus
      extraordinary gains from sales, exchanges and other dispositions not in
      the ordinary course of business and other non-recurring items for the
      Subject Period:

                    	
                      $_______

                    
	 	
                      11.

                    	
                      plus
      extraordinary losses from sales, exchanges and other dispositions not in
      the ordinary course of business and other non-recurring items for the
      Subject Period:

                    	
                      $_______

                    
	 	
                      12.

                    	
                      minus
      interest income for the Subject Period:

                    	
                      $_______

                    
	 	
                      13.

                    	
                      Consolidated EBITDA (Sum of Lines 1 through
      12):

                    	
                      $_______

                    
	 	
                      14.

                    	
                      Adjustments to Consolidated EBITDA approved by
      Administrative Agent [Describe]:

                    	
                      $_______

                    
	 	
                      15.

                    	
                      Adjusted Consolidated EBITDA (Line 13 as adjusted by
      Line 14):

                    	
                      $_______

                    
	 	
                      16.

                    	
                      Consolidated Interest Expense for the Subject
      Period:

                    	
                      $_______

                    
	 	
                      17.

                    	
                      minus
      interest paid or accrued in respect of Jackpot Liabilities for the Subject
      Period:

                    	
                      $_______

                    
	 	
                      18.

                    	
                      minus
      all non-cash interest expense, including the amortization of debt issuance
      costs and closing fees, and, in addition, all interest expense that is not
      actually paid in cash in respect of the 2006 Convertible Notes, the 2009
      Convertible Notes or any other outstanding convertible notes or
      convertible securities, including any non-cash interest expense arising
      under APB 14-1 in respect of any such convertible notes or convertible
      securities for the Subject Period:

                    	
                      $_______

                    
	 	
                      19.

                    	
                      Interest Expense for purposes of Interest Coverage
      Ratio (Sum of Line 16 through 18):

                    	
                      $_______

                    
	 	 	 	 
	 	 	
                      Consolidated Interest Coverage Ratio (Line 15  ̧
      Line 19): _______ to 1.00

                      Minimum required: 3.00 to 1.00

                    	 


            

             

              


            
              
                
                  
                    Form of
Compliance Certificate

                    


                    
                      	 	
                              D-3

                            	 
      


                    

                     

                  

                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

            

          

           

          II.                     
 Section 7.07 (b) – Total Leverage
Ratio.

                    
Consolidated Total Debt at Statement Date:

          
            
              	
                      1.

                    	
                      All
      obligations for borrowed money and all obligations evidenced by bonds,
      debentures, notes, loan agreements or other similar instruments excluding,
      in the case of any convertible notes or other convertible securities,
      obligations relating to the Equity Interests evidenced thereby at
      Statement Date:

                    	
                      $_______

                    
	
                      2.

                    	
                      plus all direct
      or contingent obligations of such person arising under letters of credit
      (including standby and commercial), bankers’ acceptances, bank guaranties,
      surety bonds and similar instruments at Statement Date:

                    	
                      $_______

                    
	
                      3.

                    	
                      plus
      Indebtedness (excluding prepaid interest thereon) secured by a Lien on
      property owned or being purchased by such person (including indebtedness
      arising under conditional sales or other title retention agreements),
      whether or not such indebtedness shall have been assumed by such person or
      is limited in recourse excluding, in the case of any convertible notes or
      other convertible securities, obligations relating to the Equity Interests
      evidenced thereby at Statement Date:

                    	
                      $_______

                    
	
                      4.

                    	
                      plus capital
      leases at Statement Date:

                    	
                      $_______

                    
	
                      5.

                    	
                      plus all
      Guarantees of such person in respect of any of the foregoing at Statement
      Date:

                    	
                      $_______

                    
	
                      6.

                    	
                      minus exclusion
      of up to an aggregate amount of $400,000,000 of contingent obligations
      described in clause 2 and Guarantees of Indebtedness described in clause
      5, made by the Borrower or any of its Subsidiaries, except for any such
      contingent obligations or Guarantees of Indebtedness that Borrower or any
      of its Subsidiaries is required to reflect as a liability on the
      Borrower’s financial statements at the end of each quarter pursuant to
      GAAP because they are due and payable or an event of default under such
      Indebtedness has occurred and is continuing:

                    	
                      $_______

                    
	
                      7.

                    	
                      plus Jackpot
      Liabilities to the extent that the Borrower or any of its Subsidiaries
      have not segregated funds for the payment thereof:

                    	
                      $_______

                    
	
                      8.

                    	
                      Consolidated
      Total Debt (Sum of Lines 1 through 7) as of Statement
Date:

                    	
                      $_______

                    
	
                      9.

                    	
                      Adjusted
      Consolidated EBITDA for Subject Period (Line 15 from Section I
      above):

                    	
                      $_______

                    
	
                      10.

                    	
                      Total
      Leverage Ratio (Line 8  ̧ Line 9):
      ______ to 1.00

                    	 
      


            

          

          
                           
Maximum permitted:

          

           

          
            	
                    Fiscal
      Quarter Ending

                  	
                    Maximum
      Total Leverage Ratio

                  
	
                    March
      31, 2009 – March 31, 2010

                  	
                    3.75
      to 1.00

                  
	
                    June
      30, 2010 – March 31, 2011

                  	
                    3.50
      to 1.00

                  
	
                    June
      30, 2011 and thereafter

                  	
                    3.25
      to 1.00

                  


          

           

          


            
              
                
                  Form of
Compliance Certificate

                  


                  
                    	 	
                            D-4

                          	 
      


                  

                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          III.                    
 Debt
to Total Capitalization Ratio

          
            
              	
                      1.

                    	
                      Consolidated
      Total Debt at Statement Date (Line 8 from Section II
    above):

                    	
                      $_______

                    
	
                       

                      Total
      Capitalization at Statement Date:

                    	 
      
	
                      2.

                    	
                      Consolidated
      Total Debt at Statement Date:

                    	
                      $_______

                    
	
                      3.

                    	
                      plus Borrower’s
      shareholders’ equity, in accordance with GAAP at Statement
      Date:

                    	
                      $_______

                    
	
                      4.

                    	
                      Total
      Capitalization (Lines 2 + 3)

                    	
                      $_______

                    
	
                       

                      5.

                    	
                       

                      Debt
      to Total Capitalization Ratio (Line 1  ̧ Line 4):
      ______ to 1.00

                    	 
      


            

          

           

           

          
            
              
                Form of
Compliance Certificate

                


                
                  	 	
                          D-5

                        	 
      


                

                 

              

               


            

            
               


              
                

              

            

            
               


            

          


          EXHIBIT
E

           

           

          ASSIGNMENT
AND ASSUMPTION

           

           

          This
Assignment and Assumption (this “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the
“Assignor”) and
[Insert name of
Assignee] (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

           

          For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as, the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

           

          
            	
                    Assignor:

                  	
                    ______________________________

                  


          

           

          
            	
                    Assignee:

                  	
                    ______________________________
      [and is an Affiliate/Approved Fund of [identify
      Lender]]

                  


          

           

          
            	
                    Borrower:

                  	
                    International
      Game Technology

                  


          

           

          
            	
                    Administrative
      Agent:

                  	
                    Wells
      Fargo Bank, N.A., as the administrative agent under the Credit
      Agreement

                  


          

           

          
            	
                    Credit
      Agreement:

                  	
                    Second
      Amended and Restated Credit Agreement, dated as of June 8, 2009, among
      International Game Technology, the Lenders from time to time party
      thereto, certain other parties and Wells Fargo Bank, N.A., as
      Administrative Agent, L/C Issuer, and Swing Line
  Lender

                  


          

          

            
              
                
                  Form of
Assignment and Assumption

                  


                  
                    	
                             

                          	
                            E-1

                          	 
      


                  

                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          Assigned
Interest:

          
            	
                    Facility Assigned

                  	
                    Aggregate

                    Amount
      of

                    Commitment/Loans

                    for all Lenders*

                  	
                    Amount
      of

                    Commitment/Loans

                    Assigned*

                  	
                    Percentage

                    Assigned
      of

                    Commitment/Loans1

                  	
                    CUSIP Number

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Revolving
      Loans

                  	
                    $________________

                  	
                    $________________

                  	
                    ______________%

                  	 
      
	
                    Class
      A Term Loans

                  	
                    $________________

                  	
                    $________________

                  	
                    ______________%

                  	 
      
	
                    _____________

                  	
                    $________________

                  	
                    $________________

                  	
                    ______________%

                  	 
      


          

          


          
            	
                    [Trade
      Date:

                  	
                    __________________]2

                  


          

           

          
            	
                    Effective
      Date:

                  	
                    __________________,
      20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE
      EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
      THEREFOR.]

                  


          

           

           

           

          

            

          

            
            1           Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.
  

        

        
          2           To
be completed if the Assignor and the Assignee intend that the minimum assignment
amount is to be determined as of the Trade Date.

        


        
          
            
              Form of
Assignment and Assumption

              


              
                	
                         

                      	
                        E-2

                      	 
      


              

               

            

             


          

          
             


            
              

            

          

          
             


          

        


        The terms
set forth in this Assignment and Assumption are hereby agreed to:

         

        ASSIGNOR

         

        [NAME OF
ASSIGNOR]


         

         

        By:
_______________________________

        Title:

         

        ASSIGNEE

         

        [NAME OF
ASSIGNEE]

         

         

        By:
_______________________________

        Title:

         

        Consented
to and Accepted:

         

        WELLS
FARGO BANK, N.A., as

          Administrative
Agent

         

        By:
_____________________________

        Title:

         

         

        INTERNATIONAL
GAME TECHNOLOGY

         

         

        By:
_____________________________

        Title:

         


        
          
            
              Form of
Assignment and Assumption

              


              
                	
                         

                      	
                        E-3

                      	 
      


              

               

            

             


          

          
             


            
              

            

          

          
             


          

        


        ANNEX
1 TO ASSIGNMENT AND ASSUMPTION

         

         

        INTERNATIONAL
GAME TECHNOLOGY

         

        STANDARD
TERMS AND CONDITIONS FOR

         

        ASSIGNMENT
AND ASSUMPTION

         

        1.            
Representations and
Warranties.

         

        1.1.           Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

         

        1.2.           Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it meets all requirements of an
Eligible Assignee under the Credit Agreement (subject to receipt of such
consents as may be required under the Credit Agreement), (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Foreign Lender, attached hereto is any
documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, duly completed and executed by the Assignee; and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

        

           


          
            
              
                Form of
Assignment and Assumption

                


                
                  	
                           

                        	
                          E-4

                        	 
      


                

                 

              

               


            

            
               


              
                

              

            

            
               


            

          

        

         

        2.         
   Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.

         

        3.           
 General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York.

         


        
          
            
              Form of
Assignment and Assumption

              


              
                	
                         

                      	
                        E-5

                      	 
      


              

               

            

             


          

          
             


            
              

            

          

          
             


          

        


        EXHIBIT
F

        
 

        OPINION
MATTERS

         

         

        The
matters contained in the following Sections of the Credit Agreement should be
covered by the legal opinion:

         

        ·      Section 5.01(a), (b) and
(c)

         

        ·      Section
5.02

         

        ·      Section
5.03

         

        ·      Section
5.04

         

        ·      Section
5.06

         

        ·      Section
5.14(b)

         


        
          
            
              Opinion
Matters

              


              
                	
                         

                      	
                        F-1

                      	 
      


              

            

             


          

          
             


            
              

            

          

          
             


          

        


        EXHIBIT
G

        


         

        PLEDGE AND SECURITY AGREEMENT 

         

        THIS
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as
of [_________,____], is entered into by and between INTERNATIONAL GAME
TECHNOLOGY, a Nevada corporation (“Pledgor”), and WELLS
FARGO BANK, N.A., as agent for the Secured Parties (in such capacity, together
with any successor administrative agent, the “Pledgee”), WELLS
FARGO BANK, N.A. as administrative agent under the Credit Agreement (in such
capacity, together with any successor administrative agent, the “Credit Agreement
Representative”), Wells Fargo Bank, N.A. as trustee under the 2009
Indenture (in such capacity, together with any successor trustee, the “Note
Representative”), and each other REPRESENTATIVE from time to time party
hereto, in light of the following facts:

         

        RECITALS

         

        WHEREAS,
the Credit Agreement Representative, the financial institutions from time to
time party thereto (the “Lenders”), certain
other agents and Pledgor are party to that certain Second Amended and Restated
Credit Agreement, dated as of June 8, 2009 (as amended, supplemented, restated,
or otherwise modified from time to time, the “Credit Agreement”),
pursuant to which the Lenders have provided certain financial accommodations to
Pledgor.

         

        WHEREAS,
Pledgor may from time to time enter, or may from time to time have entered, into
one or more interest rate Swap Contracts with one or more Hedge Banks at the
time such Swap Contracts are entered into (collectively, the “Secured Hedge
Agreements”).

         

        WHEREAS,
Pledgor has issued the 2009 Convertible Notes pursuant to that certain
Indenture, dated as of May 11, 2009 (as amended, supplemented, restated, or
otherwise modified from time to time, the “2009 Indenture”) by
and between Pledgor and the Note Representative.

         

        WHEREAS,
pursuant to any Additional Secured Agreements, the Pledgor has or may incur
Additional Obligations.

         

        WHEREAS,
Pledgor owns one hundred percent (100%) of all the issued and outstanding Equity
Interests of (i) each of its direct, wholly-owned Domestic Subsidiaries (the
“Domestic Pledged
Companies”) and (ii) each of its direct, wholly-owned Foreign
Subsidiaries (the “Foreign Pledged
Companies” and together with the Domestic Pledged Companies, the “Pledged
Companies”).

         

        WHEREAS,
the Credit Agreement requires that Pledgor execute and deliver this Agreement if
the Debt Rating is reduced below the level specified in Section 6.13 of the
Credit Agreement, and the 2009 Indenture and the applicable Additional Secured
Agreements require that Pledgor grant to the Note Representative and the
applicable Additional Representatives an equal and ratable lien on the assets of
Pledgor and its Subsidiaries that are subject to any Liens granted pursuant to
the Credit Agreement.

        

          
            
              
                Form of
Pledge and Security Agreement

                


                
                  	
                           

                        	
                          G-1

                        	 
      


                

              

               


            

            
               


              
                

              

            

            
               


            

          

        

         

        WHEREAS,
as the Debt Rating is reduced below the level specified in Section 6.13 of the
Credit Agreement, the Pledgor is required to execute and deliver this Agreement
to the Pledgee for the benefit of the Secured Parties.

         

        AGREEMENT

         

        NOW,
THEREFORE, in consideration of the foregoing facts the parties hereto agree as
follows (initially capitalized terms used herein without definition shall have
the meanings given in the Credit Agreement):

         

        1. Definitions.

         

        “2009 Convertible
Notes” means the Pledgor’s 3.25% convertible notes due 2014 issued
pursuant to the 2009 Indenture and in the original aggregate principal amount of
$850,000,000.

         

        “2009 Indenture” has
the meaning specified in the Recitals hereto.

         

        “Additional
Representative” means, with respect to any Series of Additional
Obligations or Additional Secured Parties, the Representative named for such
Series in the applicable Additional Secured Party Consent.

         

        “Additional
Obligations” means the due and punctual payment by Pledgor of all
advances to, and debts, liabilities, obligations, covenants and duties of,
Pledgor arising under any Additional Secured Agreement or otherwise with respect
to any loan, letter of credit or note, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after
the commencement by or against Pledgor or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding; provided that such obligations shall only constitute
“Additional Obligations” to the extent designated as such pursuant to and in
accordance with paragraph 25 of this
Agreement.

         

        “Additional Secured
Agreement” means any indenture, credit agreement or other agreement,
notes, guarantees, registration rights agreements or other similar agreements
issued in connection with or relating to the Additional Obligations; provided
that in each case, the obligations thereunder have been designated as Additional
Obligations pursuant to and in accordance with paragraph 25 of this
Agreement.

         

        “Additional Secured
Parties” means the holders of any Additional Obligations and any
Representative with respect thereto.

         

        “Additional Secured Party
Consent” shall mean a consent in the form of Exhibit II
hereto.

         

        “Credit Agreement
Obligations” means all advances to, and debts, liabilities, obligations,
covenants and duties of, Pledgor arising under any Loan Document or otherwise
with respect to any Loan, Letter of Credit or Secured Hedge Agreement, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against
Pledgor or any Affiliate thereof of any proceeding under any Debtor Relief Laws
naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding.

        

          
            
              
                Form of
Pledge and Security Agreement

                


                
                  	
                           

                        	
                          G-2

                        	 
      


                

              

               


            

            
               


              
                

              

            

            
               


            

          

        

         

        “Credit Agreement Secured
Parties” means (a) the Lenders, (b) the Credit Agreement Representative,
(c) the L/C Issuer, (d) each counterparty to any Secured Hedge Agreement, (e)
each counterparty to any secured cash management or similar obligation entered
into with a Lender or an Affiliate of a Lender, (f) the beneficiaries of each
indemnification obligation undertaken by any Lender under any Loan Document and
(g) the successors and permitted assigns of each of the foregoing.

         

        “Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.

         

        “Event of Default”
means the occurrence and continuation of any “Event of Default” as defined in
the Credit Agreement, the 2009 Indenture or any other Secured
Agreement.

         

        “Note Obligations”
means all debts, liabilities, obligations, covenants and duties of, Pledgor
arising under the 2009 Convertible Notes and the 2009 Indenture, whether direct
or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against Pledgor or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.

         

        “Note Secured Parties”
means the Note Representative and the holders of any Note
Obligations.

         

        “Representative” means
(i) in the case of any Credit Agreement Obligations or the Credit Agreement
Secured Parties, the Credit Agreement Representative, (ii) in the case of the
Note Obligations or the Note Secured Parties, the Note Representative and (iii)
in the case of any Additional Obligations or the Additional Secured Parties that
become subject to this Agreement, the applicable Additional
Representative.

         

        “Secured Agreements”
means (i) the Credit Agreement, each Loan Document, each Secured Hedge
Agreement, (ii) the 2009 Indenture and each 2009 Convertible Note and any
related guarantees and (iii) each Additional Secured Agreement.

         

        “Secured Parties”
means (i) the Pledgee, (ii) the Credit Agreement Secured Parties, (iii) the Note
Secured Parties and (iv) each Series of Additional Secured Parties.

         

        “Secured Obligations”
means (i) the Credit Agreement Obligations, (ii) the Note Obligations and (iii)
each Series of Additional Obligations.

        

          
            
              
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        “Series” means (i)
with respect to the Secured Parties, each of (1) the Credit Agreement Secured
Parties (in their capacities as such), (2) the Note Secured Parties (in their
capacities as such) and (3) the Additional Secured Parties that become subject
to this Agreement that are represented by a common Representative (in its
capacity as such for such Additional Secured Parties) and (ii) with respect to
any Secured Obligations, each of (1) the Credit Agreement Obligations, (2) the
Note Obligations and (3) the Additional Obligations incurred pursuant to any
Additional Secured Agreement, which pursuant to an Additional Secured Party
Consent, are to be represented hereunder by a common Representative (in its
capacity as such for such Additional Obligations).

         

        2. Pledge of
Securities.

         

        (a) As
security for the payment or performance, as the case may be, in full of its
Secured Obligations, Pledgor hereby assigns and pledges a continuing security
interest to the Pledgee, its successors and permitted assigns, for the ratable
benefit of the Secured Parties, and hereby grants to the Pledgee, its successors
and permitted assigns, for the ratable benefit of the Secured Parties, a
security interest in all of Pledgor’s right, title and interest in (i) 100% of
the Equity Interests of any Domestic Pledged Company, including those owned by
Pledgor on the date hereof and described in Part A of Schedule I, and (ii)
66% of the Equity Interests of any Foreign Pledged Company, including those
owned by Pledgor on the date hereof and described in Part B of Schedule I,
(collectively, the “Collateral”).

         

        (b) (i)
Pledgor automatically authorizes Pledgee, for the ratable benefit of the Secured
Parties, and its agents and attorneys to file any and all UCC financing
statements and amendments thereto in all jurisdictions that Pledgee may deem
necessary or reasonably desirable to perfect or evidence the security interest
in the Collateral granted hereunder and (ii) Pledgor shall forthwith deliver to
Pledgee, for the ratable benefit of the Secured Parties, (A) certificates
representing the Collateral together with undated stock powers in form and
substance satisfactory to Pledgee duly executed in blank, with signatures
guaranteed, regarding the Collateral, (B) requested information listing all
effective financing statements filed in the jurisdictions referred to in clause (b)(i) above
together with copies of such financing statements and (C) evidence of the
completion of all other actions, recordings and filings of or with respect to
this Agreement that Pledgee may deem necessary or reasonably desirable in order
to perfect its security interest created herein.

         

        3. Representations and
Warranties.  Pledgor represents and warrants
that:  (a) all of the shares of stock described in paragraph 2(a)
hereinabove are fully paid, non-assessable and validly issued in all material
respects; (b) the Collateral was not issued in violation of any person’s or
entity’s preemptive rights; (c) Pledgor has full corporate power to convey the
Collateral; and (d) the Collateral is free and clear of any security interests
or liens other than those in favor of Pledgee granted hereunder and other than
security interests or liens permitted by the Credit Agreement.

        

          
            
              
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Pledge and Security Agreement

                


                
                  	
                           

                        	
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        4. Further
Assurances.  Pledgor covenants and agrees that:  (a)
it will execute and deliver, or cause to be executed and delivered, all such
other stock powers, proxies, instruments and documents as Pledgee may reasonably
request from time to time in order to carry out the provisions and purposes
hereof, (b) it will take all such other action, as Pledgee may reasonably
request from time to time in order to carry out the provisions and purposes
hereof; and (c) the Collateral will remain free and clear of all security
interests and liens throughout the term hereof other than those in favor of
Pledgee granted hereunder or as otherwise permitted pursuant to the Credit
Agreement.  For purposes of defining security interest perfection,
Pledgor further agrees that any Collateral which is in transit to Pledgee shall
be deemed to be in Pledgee’s possession.  Pledgor further agrees that
it will, upon obtaining additional Equity Interests in which a security interest
is granted under paragraph 2 of this
Agreement, promptly deliver to Pledgee a Pledge Amendment, duly executed by
Pledgor, in substantially the form of Exhibit I to this
Agreement (a “Pledge
Amendment”), in respect of such additional Equity Interests; provided
that the failure of Pledgor to execute a Pledge Amendment with respect to any
additional Equity Interests in which a security interest is granted under paragraph 2 of this
Agreement shall not impair the security interest of Pledgee or the other Secured
Parties therein or otherwise adversely affect the rights and remedies of Pledgee
or the other Secured Parties hereunder with respect thereto.

         

        5. Warrants and
Rights.  If during the term of this Agreement, subscription
warrants or any other rights or options shall be issued in connection with the
Collateral, such warrants, rights and options shall be promptly assigned by
Pledgor to the Pledgee to be held under the terms of this Agreement in the same
manner as the Collateral originally pledged hereunder.

         

        6. Voting
Rights.  During the term of this Agreement, so long as there
shall not occur and be continuing any Event of Default, Pledgor shall have the
right to vote the Collateral on all corporate questions for all purposes not
inconsistent with the terms of this Agreement.  Upon the occurrence
and during the continuance of an Event of Default, Pledgee, for the ratable
benefit of the Secured Parties, shall thereafter have, at its discretion, the
option to exercise all voting powers and other corporate rights pertaining to
the Collateral; provided that prior to exercising its rights hereunder, the
Pledgee shall give notice to Pledgor.  Pledgee may, for the ratable
benefit of the Secured Parties, upon or at any time after the occurrence and
during the continuance of an Event of Default, at its option, transfer or
register the Collateral or any part thereof into its own or its nominee’s
name.

         

        7. Stock Adjustments and
Dividends.  If during the term of this Agreement, any stock
dividend, reclassification, readjustment or other change is declared or made in
the capital structure of any Pledged Company or any option included within the
Collateral is exercised, or both, all new, substituted and additional shares, or
other securities, issued to Pledgor by reason of any such change or exercise
shall be delivered to and held by Pledgee, for the ratable benefit of the
Secured Parties, under the terms of this Agreement in the same manner as the
Collateral originally pledged hereunder.  During the term of this
Agreement and so long as there shall not have occurred and be continuing an
Event of Default, Pledgor shall have the right to receive any dividend or other
distribution made on account of the Collateral; provided, however, that upon
the occurrence and during the continuance of an Event of Default and after
notice by the Pledgee to Pledgor of the Pledgee’s intention to exercise its
rights hereunder, Pledgor shall immediately deliver all dividends or other
distributions to Pledgee in the same form received and in the same manner as the
Collateral pledged hereunder.  After all Events of Default have been
cured or waived, Pledgee shall promptly release to Pledgor all dividends,
interest, principal or other distributions that Pledgor would otherwise be
permitted to retain pursuant to the terms of this paragraph.

        

          
            
              
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Pledge and Security Agreement

                


                
                  	
                           

                        	
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        8. Standard of
Care.  The powers conferred on Pledgee hereunder are solely to
protect its interest in the Collateral and shall not impose any duty upon it to
exercise any such powers.  Except for the exercise of reasonable care
in the custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, Pledgee shall have no duty as to any
Collateral, it being understood that Pledgee shall have no responsibility for
(a) ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Collateral, whether or not
Pledgee has or is deemed to have knowledge of such matters, (b) taking any
necessary steps (other than steps taken in accordance with the standard of care
set forth above to maintain possession of the Collateral) to preserve rights
against any prior parties or any other rights pertaining to any Collateral, (c)
taking any necessary steps to collect or realize upon the Secured Obligations or
any guarantee therefor, or any part thereof, or any of the Collateral, or (d)
initiating any action to protect the Collateral against the possibility of a
decline in market value.  Pledgee shall be deemed to have exercised
reasonable care in the custody and preservation of Collateral in its possession
if such Collateral is accorded treatment substantially equal to that which
Pledgee accords its own property consisting of negotiable
securities.

         

        9. Remedies upon
Default.  In addition to the other remedies provided for herein
or otherwise available to it, upon the occurrence and during the continuation of
an Event of Default:

         

        (a) Pledgee
may (i) exercise in respect to the Collateral, any one or more of the rights and
remedies available under the New York Uniform Commercial Code and other
applicable law; and (ii) sell or otherwise assign, give an option or options to
purchase or dispose of and deliver the Collateral (or contract to do so), or any
part thereof, in one or more parcels at public or private sale or sales, at any
exchange, broker’s board or at any of Pledgee’s offices or elsewhere upon such
terms and conditions as it may deem advisable and at such prices as it may deem
best, for cash, on credit or for future delivery without assumption of any
credit risk, free of any claim or right of whatsoever kind (including any right
or equity of redemption) of Pledgor, which claim, right and equity are hereby
expressly waived and released.  Pledgee or any Representative shall
have the right to the extent permitted by applicable law, upon any such sale or
sales, public or private, to purchase the whole or any part of the Collateral so
sold; provided,
however,
Pledgor shall not receive any net proceeds, if any, of any such credit sale or
future delivery until cash proceeds are actually received by Pledgee (which cash
proceeds shall be applied in accordance with paragraph 10 of this
Agreement).  In case of any sale of all or any part of the Collateral
on credit or for future delivery, the Collateral so sold may be retained by
Pledgee until the selling price is paid by the purchaser thereof, but Pledgee
shall incur no liability in case of the failure of such purchaser to pay for the
Collateral so sold and, in case of such failure, the Collateral may again be
sold as herein provided.

         

        (b) Any
notice required to be given by Pledgee of a sale of the Collateral, or any part
thereof, or of any other intended action by Pledgee, which occurs not less than
ten (10) days prior to such proposed action, shall constitute commercially
reasonable and fair notice to Pledgor thereof.  No notification need
be given to Pledgor if it has signed, after the occurrence of an Event of
Default, a statement renouncing or modifying any right to notification of sale
or other intended disposition.

        

          
            
              
                Form of
Pledge and Security Agreement

                


                
                  	
                           

                        	
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        (c) Pledgee
shall not be obligated to make any sale or other disposition of the Collateral,
or any part thereof unless the terms thereof shall, in its sole discretion, be
satisfactory to it.  Pledgee may, if deemed reasonable, postpone or
adjourn the sale of any of the Collateral, or any part thereof, from time to
time by an announcement at the time and place of such sale or by announcement at
the time and place of such postponed or adjourned sale, without being required
to give a new notice of sale.  Pledgor agrees that Pledgee has no
obligation to preserve rights against prior parties to the
Collateral.

         

        (d) Pledgor
acknowledges and agrees that Pledgee may comply with limitations or restrictions
in connection with any sale of the Collateral in order to avoid any violation of
applicable law or in order to obtain any required approval of the sale or of the
purchase thereof by any governmental regulatory authority or official and,
without limiting the generality of the foregoing, Pledgor acknowledges and
agrees that Pledgee may be unable to effect a public sale of any or all of the
Collateral by reason of certain prohibitions contained in the federal securities
laws and applicable state securities laws, but may be compelled to resort to one
or more private sales thereof to a restricted group of purchasers who will be
obliged to agree, among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or resale
thereof.  Pledgor acknowledges and agrees that any such private sale
may result in prices and other terms less favorable to the seller than if such
sale were a public sale.  Notwithstanding any such circumstances,
Pledgor acknowledges and agrees that such compliance shall not result in any
such private sale for such reason alone being deemed to have been made in a
commercially unreasonable manner.  Pledgee shall not be liable or
accountable to Pledgor for any discount allowed by reason of the fact that the
Collateral is sold in compliance with any such limitation or
restriction.  Pledgee shall not be under any obligation to delay a
sale of any of the Collateral for the period of time necessary to permit the
issuer of such securities to register such securities for public sale under the
federal securities laws, or under applicable state securities laws, even if the
issuer desires, requests or would agree to do so.

         

        10. Application of
Proceeds.  The Pledgee shall promptly apply the proceeds,
moneys or balances of any collection or sale of Collateral, as well as any
Collateral consisting of cash, as follows:

         

        FIRST, to
the payment of all costs and expenses incurred by the Pledgee and each
Representative in connection with such collection or sale or otherwise in
connection with this Agreement, any Secured Agreement or any of the Secured
Obligations, including without limitation all court costs and the fees and
expenses of agents and legal counsel for the Pledgee and each Representative,
the repayment of all advances made by the Pledgee and each Representative
hereunder or under any Secured Agreement on behalf of Pledgor, any other costs
or expenses incurred in connection with the exercise of any right or remedy
hereunder or under any other Secured Agreement, and all other fees, indemnities
and other amounts owing or reimbursable to the Pledgee and each Representative
under any Secured Agreement in its capacity as such;

        

          
            
              
                Form of
Pledge and Security Agreement

                


                
                  	
                           

                        	
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        SECOND,
to the payment in full of the other Secured Obligations then due and payable,
the amounts so applied to be distributed to the Representative of each Series of
Secured Obligations pro rata in accordance with the respective amounts of the
Secured Obligations of each such Series owed on the date of any such
distribution;

         

        THIRD, to
Pledgor, its successors or assigns, or as a court of competent jurisdiction may
otherwise direct;

         

        The
Pledgee shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement.  Upon
any sale of Collateral by the Pledgee (including pursuant to a power of sale
granted by statute or under a judicial proceeding), the receipt of the purchase
money by the Pledgee or of the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Collateral so sold and such
purchaser or purchasers shall not be obligated to see to the application of any
part of the purchase money paid over to the Pledgee or such officer or be
answerable in any way for the misapplication thereof.

         

        Notwithstanding
the foregoing, Credit Agreement Obligations arising under Secured Hedge
Agreements shall be excluded from the application described above if the Credit
Agreement Representative has not received written notice thereof, together with
such supporting documentation as the Credit Agreement Representative may
request, from the applicable Hedge Banks.

         

        The
Credit Agreement Representative shall have given notice contemplated by the
preceding sentence to each Hedge Bank not a party to the Credit Agreement, and
such Hedge Bank shall be deemed to have acknowledged and accepted the
appointment of the Pledgee as its agent under this Agreement pursuant to the
terms of Article IX of the Credit Agreement for itself and its Affiliates as if
a “Lender” party thereto.

         

        11. Intercreditor Matters

         

        (a) Priority
of Claims.

         

        (i)           Notwithstanding
the date, time, method, manner or order of grant, attachment or perfection of
any Liens securing any Secured Obligations granted on the Collateral and
notwithstanding any provision of the Uniform Commercial Code, or any other
applicable law or the Secured Agreements or any defect or deficiencies in the
Liens securing the Secured Obligations or any other circumstance whatsoever
(but, in each case, subject to paragraph 10 of this
Agreement), each Secured Party hereby agrees that the Liens securing the Secured
Obligations on the Collateral shall be of equal priority.

         

        (ii)           It
is acknowledged that Secured Obligations of any Secured Party may, subject to
the limitations set forth in the then extant Secured Agreements, be increased,
extended, renewed, replaced, restated, supplemented, restructured, repaid,
refunded, refinanced or otherwise amended or modified from time to time, all
without affecting the priorities set forth in paragraph 10 or paragraph 11(a) of
this Agreement or the other provisions of this Agreement defining the relative
rights of such Secured Parties.

        

          
            
              
                Form of
Pledge and Security Agreement

                


                
                  	
                           

                        	
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        (b) Actions With Respect To
Collateral.

         

        (i)           The
Secured Parties, through their respective Representatives and as a condition of
accepting the benefits of the security interests granted herein, agree that no
Secured Party or Representative may commence any judicial or nonjudicial
foreclosure proceedings with respect to, seek to have a trustee, receiver,
liquidator or similar official appointed for or over, attempt any action to take
possession of, exercise any right, remedy or power with respect to, or otherwise
take any action to enforce its security interest in or realize upon, or take any
other action available to it in respect of, any Collateral as a secured party,
whether under this Agreement, applicable law or otherwise, it being agreed that
only the Pledgee, in accordance with this Agreement, shall be entitled to take
any such actions or exercise any such remedies with respect to
Collateral.

         

        (ii)           Following
the occurrence and during the continuation of an Event of Default under a
Secured Agreement, the Representative for the Secured Obligations under such
Secured Agreement may deliver to the Pledgee and each other Representative a
notice specifying the Event of Default and instructing the Pledgee to take
enforcement actions (such notice, an “Enforcement
Notice”).  Subject to paragraph 14(d) of
this Agreement, following the receipt of (and prior to the rescission of) an
Enforcement Notice from any Representative, the Pledgee shall take such actions
and exercise such discretionary rights and remedies as are expressly
contemplated hereby as directed in writing by such
Representative.  Prior to the receipt of an Enforcement Notice, the
Pledgee may take, but shall be under no obligation to take, any and all
discretionary actions expressly contemplated hereby.

         

        (iii)           Each
of the Representatives agrees that it will not accept any Lien on any Collateral
to secure any Secured Obligations (other than funds deposited for the discharge
or defeasance of any Secured Agreement) other than pursuant to this Agreement,
and upon executing this Agreement (or any Additional Secured Party Consent),
each Representative and the Secured Parties for which it is acting hereunder
agree to be bound by the provisions of this Agreement applicable to
it.

         

        (iv)           Each
of the Secured Parties agrees that (i) it will not (and hereby waives any right
to) contest or support any other person in contesting, in any proceeding
(including any proceeding under any Debtor Relief Law), the perfection,
priority, validity or enforceability of a Lien held by or on behalf of any of
the Secured Parties in all or any part of the Collateral, or the provisions of
this Agreement; provided that nothing in this Agreement shall be construed to
prevent or impair the rights of any of the Pledgee or any Representative to
enforce this Agreement and that (ii) if, notwithstanding clause (i), such
Secured Party shall obtain possession of any Collateral or shall realize any
proceeds or payment in respect of any such Collateral, pursuant to this
Agreement or by the exercise of any rights available to it under applicable law
or in any proceeding under any Debtor Relief Law or through any other exercise
of remedies at any time prior to the discharge of such Secured Obligations, then
it shall hold such Collateral, proceeds or payment in trust for the other
Secured Parties and promptly transfer such Collateral, proceeds or payment, as
the case may be, to the Pledgee, to be distributed in accordance with the
provisions of paragraph 10 of this
Agreement.

        

          
            
              
                Form of
Pledge and Security Agreement

                


                
                  	
                           

                        	
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        (c) Pledgee as Gratuitous Bailee
for Perfection.

         

        (i)           The
Pledgee agrees to hold any “possessory collateral” as defined in the UCC (“Possessory
Collateral”) in its possession or control (or in the possession or
control of its agents or bailees) as gratuitous bailee for the benefit of each
other Secured Party and any assignee solely for the purpose of perfecting the
security interest granted in such Possessory Collateral, if any, pursuant to
this Agreement, in each case, subject to the terms and conditions of this paragraph 11. Pending
delivery to the Pledgee, each other Representative agrees to hold any Possessory
Collateral, from time to time in its possession, as gratuitous bailee for the
benefit of each other Secured Party and any assignee, solely for the purpose of
perfecting the security interest granted in such Possessory Collateral, if any,
pursuant to this Agreement, in each case, subject to the terms and conditions of
this paragraph
11.

         

        (ii)           The
duties and responsibilities of the Pledgee and each other Representative under
this paragraph
11 shall be limited solely to holding any Possessory Collateral as
gratuitous bailee for the benefit of each other Secured Party for purposes of
perfecting the Lien held by such Secured Parties therein.

         

        (d) Existence and Amount of
Liens and Obligations.  Whenever the Pledgee shall be required,
in connection with the exercise of its rights or the performance of its
obligations hereunder, to determine the existence or amount of any Secured
Obligations, or the Collateral subject to any Lien securing the Secured
Obligations, it may request that such information be furnished to it in writing
by the applicable Representative and shall be entitled to make such
determination on the basis of the information so furnished; provided that if
such Representative shall fail or refuse reasonably promptly to provide the
requested information, the requesting Pledgee shall be entitled to make any such
determination by such method as it may, in the exercise of its good faith
judgment, determine, including by reliance upon a certificate of Pledgor. The
Pledgee may rely conclusively, and shall be fully protected in so relying, on
any determination made by it in accordance with the provisions of the preceding
sentence (or as otherwise directed by a court of competent jurisdiction) and
shall have no liability to Pledgor, any Secured Party or any other person as a
result of such determination.

        

          
            
              
                Form of
Pledge and Security Agreement

                


                
                  	
                           

                        	
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        (e) Provisions Solely to Define
Relative Rights.  The provisions of this paragraph 11 are and
are intended solely for the purpose of defining the relative rights of the
Secured Parties in relation to one another. Neither Pledgor nor any other
creditor thereof shall have any rights or, except as expressly set forth herein,
obligations under this paragraph
11.  Nothing in this Agreement is intended to or shall impair
the obligations of Pledgor, which are absolute and unconditional, to pay the
Secured Obligations as and when the same shall become due and payable in
accordance with their terms.

         

        (f) Replacement of
Representatives.  Pledgor may replace any Representative by
delivering to the Pledgee (a) a certificate from a Responsible Officer of
Pledgor representing that the appointment of the replacement Representative is
in accordance with the requirements of the applicable Secured Agreements and (b)
an Additional Secured Party Consent duly executed by the replacement
Representative.  Such replacement Representative shall become the sole
Representative for the applicable Secured Obligations with effect from the date
of delivery of the foregoing documents.

         

        12. Indemnity and
Expenses.

         

        (a) Pledgor
agrees to indemnify Pledgee from and against any and all claims, losses and
liabilities in any way relating to, growing out of or resulting from this
Agreement and the transactions contemplated hereby (including, without
limitation, enforcement of this Agreement), except to the extent such claims,
losses or liabilities result solely from Pledgee’s gross negligence or willful
misconduct as finally determined by a court of competent
jurisdiction.

         

        (b) Pledgor
shall pay to Pledgee upon demand the amount of any and all costs and expenses,
including the reasonable fees and expenses of its counsel and of any experts and
agents, that Pledgee may incur in connection with (i) the administration of this
Agreement, (ii) the custody or preservation of, or the sale of, collection from,
or other realization upon, any of the Collateral, (iii) the exercise or
enforcement of any of the rights of Pledgee hereunder, or (iv) the failure by
Pledgor to perform or observe any of the provisions hereof.

         

        (c) The
obligations of Pledgor in this paragraph 12 shall
survive the termination of this Agreement and the discharge of Pledgor’s other
obligations under this Agreement.

         

        13. Continuing Security
Interest; Transfer of Loans.  This Agreement shall create a
continuing security interest in the Collateral and shall remain in full force
and effect until the earliest of (i) all of the Credit Agreement Obligations are
paid in full (other than such obligations relating to the Secured Hedge
Agreements and any contingent indemnity or expense reimbursement obligations in
respect of which no claim has been made),  (ii) the Liens in all of
the Collateral are released in accordance with Section 9.10 of the Credit
Agreement (or any successor provision) and (iii) after the execution of this
Agreement, if Pledgor’s Debt Rating by both Moody’s and S&P shall be
Investment Grade for a period of not less than three consecutive calendar months
and if no Event of Default has occurred and is continuing at such
time.   Each of the Representatives and the Secured Parties
hereby irrevocably authorizes the Pledgee, at its option and in its discretion,
to release any Lien on any Collateral in accordance with the previous sentence
or in accordance with Section 9.10 of the Credit Agreement (or any successor
provision).  Upon such termination of this Agreement, Pledgee will, at
Pledgor’s expense, execute and deliver to Pledgor such documents as Pledgor
shall reasonably request to evidence such termination and Pledgor shall be
entitled to the return, upon its request and at its expense, against receipt and
without recourse to the Pledgee, of such of the Collateral as shall not have
been sold or otherwise applied pursuant to the terms hereof.

        

          
            
              
                Form of
Pledge and Security Agreement

                


                
                  	
                           

                        	
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        14. Pledgee as Agent.

         

        (a) Pledgee
has been appointed to act as Pledgee hereunder by the Secured Parties and, by
countersigning Swap Counterparty Consents, the Swap
Counterparties.  Pledgee shall be obligated, and shall have the right
hereunder, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action (including
without limitation the release or substitution of Collateral), solely in
accordance with this Agreement.

         

        (b) Pledgee
shall at all times be the same Person that is administrative agent under the
Credit Agreement.  Written notice of resignation by the administrative
agent pursuant to subsection 9.06 of the Credit Agreement shall also constitute
notice of resignation as Pledgee under this Agreement; and appointment of a
successor administrative agent pursuant to subsection 9.06 of the Credit
Agreement shall also constitute appointment of a successor Pledgee under this
Agreement.  Upon the acceptance of any appointment as administrative
agent under subsection 9.06 of the Credit Agreement by a successor
administrative agent, that successor administrative agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Pledgee under this Agreement, and the retiring Pledgee under
this Agreement shall promptly (i) transfer to such successor Pledgee all sums,
securities and other items of Collateral held hereunder, together with all
records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Pledgee under this Agreement, and
(ii) execute and deliver to such successor Pledgee such amendments to financing
statements, and take such other actions, as may be necessary or appropriate in
connection with the assignment to such successor Pledgee of the security
interests created hereunder, whereupon such retiring Pledgee shall be discharged
from all of its duties and obligations under this Agreement.  After
any retiring Pledgee’s resignation hereunder, the successor Pledgee hereunder
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring Pledgee.

         

        (c) Pledgee
shall not be deemed to have any duty whatsoever with respect to any Swap
Counterparty until it shall have received written notice in form and substance
satisfactory to Pledgee from Pledgor or the Swap Counterparty as to the
existence and terms of the applicable Secured Lender Swap Contract.

         

        (d) All of
the terms and conditions of Sections 9.03, 9.04, 9.05, 9.06 and 9.07 of the
Credit Agreement are incorporated herein by this reference, mutatis mutandis, and apply
to each of the Secured Parties and Representatives hereunder.

         

        15. Amendments; Etc.  No
amendment, modification, termination or waiver of any provision of this
Agreement, and no consent to any departure by Pledgor therefrom, shall in any
event be effective unless the same shall be in writing and signed by Pledgee
and, in the case of any such amendment or modification, by Pledgor; provided
that any amendment or modification that affects the duties of a Representative
party hereto shall require the consent of such Representative.  Any
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which it was given. [Note: Pledgor and Pledgee may
agree to amendments or modifications to this Exhibit G prior to the execution
and delivery hereof.]

        

          
            
              
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        16. Notices. All
communications and notices hereunder (including communications and notices to
the Pledgee) shall (except as otherwise permitted or provided herein) be in
writing and given as provided in Section 10.02 of the Credit
Agreement.  All communications and notices for a Representative (other
than the Note Representative) shall be in writing and given as provided in the
relevant Additional Secured Party Consent, and in the case of the Note
Representative, shall be in writing and given as provided in the 2009
Indenture.  Any such notice and other communication shall be deemed to
be given or made at such time as set forth in the Credit Agreement, or in the
case of communications to the Note Representative, the 2009
Indenture.  Any party hereto may change its notice details by notice
to the other parties hereto.

         

        17. Failure or Indulgence Not
Waiver; Remedies Cumulative.  No failure or delay on the part
of the Pledgee in the exercise of any power, right or privilege hereunder shall
impair such power, right or privilege or be construed to be a waiver of any
default or acquiescence therein, nor shall any single or partial exercise of any
such power, right or privilege preclude any other or further exercise thereof or
of any other power, right or privilege.  All rights and remedies
existing under this Agreement are cumulative to, and not exclusive of, any
rights or remedies otherwise available.

         

        18. Severability.  In
case any provision in or obligation under this Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby.

         

        19. Section
Headings.  The section headings herein are for convenience of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.

         

        20. Applicable
Law.  This Agreement shall be governed by and construed under
the internal laws of the State of New York.  Whenever possible, each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but, if any provision of this
Agreement shall be held to be prohibited or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

         

        21. Consent to Jurisdiction and
Service of Process.  ALL JUDICIAL PROCEEDINGS BROUGHT
AGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OBLIGATIONS
HEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING
AND DELIVERING THIS AGREEMENT, PLEDGOR, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY

        

          
            
              
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        (I)           ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS;

         

        (II)           WAIVES
ANY DEFENSE OF FORUM NON CONVENIENS;

         

        (III)           AGREES
THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO PLEDGOR AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH PARAGRAPH
16;

         

        (IV)           AGREES
THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER PLEDGOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT;

         

        (V)           AGREES
THAT PLEDGEE RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER
JURISDICTION; AND

         

        (VI)           AGREES
THAT THE PROVISIONS OF THIS PARAGRAPH 21 RELATING
TO JURISDICTION AND VENUE SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT
PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR
OTHERWISE.

         

        22. Waiver of Jury
Trial.  PLEDGOR, PLEDGEE AND EACH
REPRESENTATIVE HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS.  PLEDGOR AND PLEDGEE EACH ACKNOWLEDGE THAT THIS
WAIVER IS A MATERIAL INDUCEMENT FOR PLEDGOR AND PLEDGEE TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT PLEDGOR AND PLEDGEE HAVE ALREADY RELIED ON THIS WAIVER IN
ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER
IN THEIR RELATED FUTURE DEALINGS.  PLEDGOR AND PLEDGEE FURTHER WARRANT
AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND
THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS PARAGRAPH
22 AND EXECUTED BY EACH
OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT.  In the event of litigation, this Agreement may be
filed as a written consent to a trial by the court.


        
          
            
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        23. Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument and agreement.

         

        24. Successors and
Assigns.  Whenever in this Agreement any of the parties hereto
is referred to, such reference shall be deemed to include the permitted
successors and assigns of such party; and all promises and agreements by or on
behalf of Pledgor, the Pledgee or any Representative hereunder that are
contained in this Agreement shall bind and inure the benefit to their respective
permitted successors and assigns.

         

        25. Additional
Obligation.   Pledgor may from time to time designate
indebtedness of Pledgor to be secured as Additional Obligations (and Secured
Obligations) on the terms and conditions set forth in this Agreement by
delivering to the Pledgee and each Representative (a) a certificate signed by a
Responsible Officer (i) identifying the obligations so designated and the
initial aggregate principal amount or face amount thereof, (ii) stating that
such obligations are designated as Additional Obligations for the purposes
hereof, (iii) representing that the incurrence of such obligation and the
designation of such obligations as Additional Obligations complies with any
applicable terms of the Secured Agreements, and (iv) specifying the name and
address of the Representative for such obligations and (b) a fully executed
Additional Secured Party Consent.  Each Representative agrees that
upon the satisfaction of all conditions set forth in the preceding sentence, the
Pledgee shall act as collateral agent under and subject to the terms of this
Agreement for the benefit of all Secured Parties, including without limitation,
any Secured Parties that hold any such Additional Obligations, and each
Representative agrees to the appointment, and acceptance of the appointment, of
the Pledgee as collateral agent for the holders of such Additional Obligations
as set forth in each Additional Secured Party Consent and agrees, on behalf of
itself and each Secured Party it represents, to be bound by this
Agreement.

         

        26. Integrated
Agreement.  Except as otherwise provided in the Secured
Agreements, this Agreement sets forth the entire understanding of the parties
with respect to the within matters, and may not be modified except by a writing
signed by all parties.

         

        [Remainder
of Page Left Intentionally Blank]

         


        
          
            
              
                	
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        IN
WITNESS WHEREOF, this Agreement is executed as of the date first written
above.

         

        INTERNATIONAL GAME
TECHNOLOGY,

        a Nevada
corporation, as Pledgor

         

         

        By: _________________________________

        Name: _______________________________  

        Title:
________________________________

         

        WELLS FARGO BANK,
N.A.,

        as
Pledgee

        
           

           

          By: _________________________________

          Name: _______________________________  

          Title:
________________________________

           

        

         

        WELLS FARGO BANK,
N.A.,

        as Credit
Agreement Representative

        
           

           

          By: _________________________________

          Name: _______________________________  

          Title:
________________________________

           

        

         

        WELLS FARGO BANK,
N.A.,

        as Note
Representative

         

        
           

          By: _________________________________

          Name: _______________________________  

          Title:
________________________________

           

        

         


        
          
            
              
                	
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        SCHEDULE
I

        TO

        PLEDGE
AGREEMENT

         

         

         

        Part
A: Domestic Pledged Companies:

         

        
          	
                  Issuer

                	
                  Class
      of

                  Equity
      Interest

                	
                  Certificate

                  Nos.

                	
                  Amount
      of

                  Equity

                  Interests

                	
                  Percentage

                  Ownership

                  Interest

                	
                  Percentage

                  Pledged

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


        

        


        


         

        Part
B: Foreign Pledged Companies:

         

        
          	
                  Issuer

                	
                  Class
      of

                  Equity
      Interest

                	
                  Certificate

                  Nos.

                	
                  Amount
      of

                  Equity

                  Interests

                	
                  Percentage

                  Ownership

                  Interest

                	
                  Percentage

                  Pledged

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


        

         

         


        
          
            
              
                	
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        EXHIBIT
I

        TO

        PLEDGE
AGREEMENT

         

        Pledge
Amendment

         

        This
Pledge Amendment, dated ____________, ____, is delivered pursuant to paragraph 4 of the
Pledge Agreement referred to below.  The undersigned hereby agrees
that this Pledge Amendment may be attached to the Pledge Agreement dated
[______________], among International Game Technology, as Pledgor, Wells Fargo
Bank, N.A. as Pledgee, and the other parties thereto (the “Pledge Agreement,”
capitalized terms defined therein being used herein as therein defined), and
that the Equity Interests listed on this Pledge Amendment shall be deemed to be
part of the Collateral and shall secure all Secured Obligations.

         

        INTERNATIONAL
GAME TECHNOLOGY

        
           

           

          By: _________________________________

          Name: _______________________________  

          Title:
________________________________

           

        

         

         

        
          	
                  Issuer

                	
                  Class
      of

                  Equity
      Interest

                	
                  Certificate

                  Nos.

                	
                  Amount
      of

                  Equity

                  Interests

                	
                  Percentage

                  Ownership

                  Interest

                	
                  Percentage

                  Pledged

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


        

        


        


        



        
          
            
              
                	
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        EXHIBIT
II

        TO

        PLEDGE
AGREEMENT

         

        Additional
Secured Party Consent3

         

        [Name of
Additional Secured Party]

        [Address
of Additional Secured Party]

        [Date]

         

        _____________________

        _____________________

        _____________________

        _____________________

         

         

        The
undersigned is the Representative for Persons [wishing to become] [that are]
Secured Parties (the “[New] [Specified] Secured
Parties”) under the Pledge Agreement dated as of [________________] (as
heretofore amended and/or supplemented, the “Pledge Agreement”
(terms used without definition herein have the meanings assigned to such term by
the Pledge Agreement)) among the Pledgor and Wells Fargo Bank, N.A., as Pledgee
(the “Pledgee”)
and the other parties thereto.

         

        In
consideration of the foregoing, the undersigned hereby:

         

        (i)           represents
that the Representative has been duly authorized by the [New] [Specified]
Secured Parties to become a party to the Pledge Agreement on behalf of the [New]
[Specified] Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the
“[New] [Specified]
Obligation”) and to act as the Representative for the [New] [Specified]
Secured Parties [and that the Representative hereby replaces
[                         ]
as Representative with respect to the Obligations];

         

        (ii)           acknowledges
that the [New] [Specified] Secured Parties have received a copy of the Pledge
Agreement;

         

        (iii)           appoints
and authorizes the Pledgee to take such action as agent on its behalf and on
behalf of all other Secured Parties and to exercise such powers under the Pledge
Agreement as are delegated to the Pledgee by the terms thereof, together with
all such powers as are reasonably incidental thereto;

         

        
          (iv)           accepts
and acknowledges the terms of the Pledge Agreement applicable to it and the
[New] [Specified] Secured Parties and agrees to serve as Representative for the
[New] [Specified] Secured Parties with respect to the [New] [Specified]
Obligations and agrees on its own behalf and on behalf of the [New] [Specified]
Secured Parties to be bound by the terms 

           

        

        
          

          
            3
MODIFY AS APPROPRIATE IF THIS CONSENT IS BEING DELIVERED IN CONNECTION WITH
REPLACING AN EXISTING REPRESENTATIVE OR A REFINANCING.

             

            thereof applicable to holders of Additional Obligations, with all the
rights and obligations of a Secured Party thereunder and bound by all the
provisions thereof (including, without limitation, paragraph 11(b)
thereof) as fully as if it had been a Secured Party on the date of the Pledge
Agreement and agrees that its address for receiving notices pursuant to the
Pledge Agreement shall be as follows:

          

           

          
            
              
                
                  
                    	
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        [Address]

         

        The
Pledgee, by acknowledging and agreeing to this Additional Secured Party Consent,
accepts the appointment set forth in clause (iii) above.

         

        THIS
ADDITIONAL SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         

        
 

        
          
            
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        IN
WITNESS WHEREOF, the undersigned has caused this Additional Secured Party
Consent to be duly executed by its authorized officer as of the date first
written above.

         

        
          
            	 	[NAME OF REPRESENTATIVE]	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Name:	 
	 	 	Title:	 


          

        

         

         

        
          
            	
                    Acknowledged
      and Agreed

                    WELLS
      FARGO BANK, N.A., as Pledgee

                  
	 	 
	
                    By:
      

                  	 
	 	Name:
	 	Title:
	 	 


          

        

         

         

Form of Pledge and Security Agreement

         

        G-21