Exhibit 10.3  AMENDMENT NO. 2  This AMENDMENT NO. 2, dated
as of August 12, 2010 (this Amendment), to the Credit Agreement (as
defined below), among BALLY TECHNOLOGIES, INC., a Nevada corporation (the Borrower),
the Lenders party hereto and Bank of America, N.A., as administrative agent for
the Lenders (the Administrative Agent).  W
I T N E S S E T H:  WHEREAS, Borrower, the
Lenders from time to time party thereto, the Administrative Agent, Wells Fargo
Bank, N.A., as Syndication Agent and The Bank of Nova Scotia and Wachovia Bank,
N.A., as Documentation Agents, are parties to the Credit Agreement, dated as of
September 26, 2008, as amended by that certain Amendment No. 1, dated as
of April 9, 2010 (as amended, supplemented, amended and restated or otherwise
modified from time to time, the Credit Agreement);  WHEREAS, the Revolving
Credit Lenders have agreed to provide revolving loans to the Borrower in
certain foreign currencies, and the L/C Issuer has agreed to issue letters of
credit in such currencies, each as set forth in this Amendment;  WHEREAS, the Lenders that
have consented to this Amendment constitute the Required Lenders and all
Revolving Credit Lenders under the Credit Agreement;  NOW, THEREFORE, the parties
hereto hereby covenant and agree as follows:  ARTICLE I  DEFINITIONS  SECTION 1.1. Certain
Definitions. The following terms when used in this Amendment shall have the
following meanings (such meanings to be equally applicable to the singular and
plural forms thereof):  Administrative Agent
is defined in the preamble.  Amendment is
defined in the preamble.  Amendment No. 2
Effective Date is defined in Article III.  Borrower is defined
in the preamble.  Credit Agreement is
defined in the first recital.  SECTION 1.2. Other
Definitions. Capitalized terms for which meanings are provided in the
Credit Agreement (as amended hereby) are, unless otherwise defined herein, used
in this Amendment with such meanings.  1


ARTICLE II  AMENDMENTS TO CREDIT AGREEMENT  Upon the occurrence of the
Amendment No. 2 Effective Date, the provisions of the Credit Agreement
referred to below are hereby amended in accordance with this Article II.  SECTION 2.1. Section 1.01
of the Credit Agreement is hereby amended by inserting the following
definitions in the appropriate alphabetical order:  Agreement
Currency has the meaning specified in Section 10.22.  Alternative
Currency means each of Australian Dollars, Canadian Dollars, Euro and each
other currency (other than Dollars) that is approved in accordance with Section 1.08.  Alternative
Currency Equivalent means, at any time, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent or the L/C
Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of
such Alternative Currency with Dollars.  Alternative
Currency Sublimit means an amount equal to the lesser of the aggregate
amount of the Revolving Credit Commitments and $75,000,000. The Alternative
Currency Sublimit is part of, and not in addition to, the Revolving Credit
Commitments.  Applicable
Time means, with respect to any borrowings and payments in any Alternative
Currency, the local time in the place of settlement for such Alternative
Currency as may be determined by the Administrative Agent or the L/C Issuer, as
the case may be, to be necessary for timely settlement on the relevant date in
accordance with normal banking procedures in the place of payment.  Australian
Dollars means the lawful currency of Australia.  Canadian
Dollar means the lawful currency of Canada.  Dollar
Equivalent means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent or the L/C Issuer, as the
case may be, at such time on the basis of the Spot Rate (determined in respect
of the most recent Revaluation Date) for the purchase of Dollars with such
Alternative Currency.  EMU
Legislation means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European
currency.  2


Euro
means the lawful currency of the Participating Member States introduced in
accordance with the EMU Legislation.  Judgment
Currency has the meaning specified in Section 10.22.  Overnight
Rate means, for any day, (a) with respect to any amount denominated
in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the L/C Issuer, or the
Swing Line Lender, as the case may be, in accordance with banking industry
rules on interbank compensation, and (b) with respect to any amount
denominated in an Alternative Currency, the rate of interest per annum at which
overnight deposits in the applicable Alternative Currency, in an amount
approximately equal to the amount with respect to which such rate is being
determined, would be offered for such day by a branch or Affiliate of Bank of
America in the applicable offshore interbank market for such currency to major
banks in such interbank market.  Participating
Member State means each state so described in any EMU Legislation.  Revaluation
Date means (a) with respect to any Revolving Credit Loan, each of the
following: (i) each date of a Borrowing of a Eurodollar Rate Loan
denominated in an Alternative Currency, (ii) each date of a continuation
of a Eurodollar Rate Loan denominated in an Alternative Currency pursuant to Section 2.02,
and (iii) such additional dates as the Administrative Agent shall
determine or the Required Lenders shall require; and (b) with respect to
any Letter of Credit, each of the following: (i) each date of issuance of
a Letter of Credit denominated in an Alternative Currency, (ii) each date
of an amendment of any such Letter of Credit having the effect of increasing
the amount thereof (solely with respect to the increased amount), (iii) each
date of any payment by the L/C Issuer under any Letter of Credit denominated in
an Alternative Currency, and (iv) such additional dates as the
Administrative Agent or the L/C Issuer shall determine or the Required Lenders
shall require.  Same
Day Funds means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to
disbursements and payments in an Alternative Currency, same day or other funds
as may be determined by the Administrative Agent or the L/C Issuer, as the case
may be, to be customary in the place of disbursement or payment for the settlement
of international banking transactions in the relevant Alternative Currency.  Special
Notice Currency means, at any time, an Alternative Currency other than the
currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or Europe.  Spot
Rate for a currency means the rate determined by the Administrative Agent
or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in
such capacity as the spot rate for the purchase by such Person of such currency
with another currency through its principal foreign exchange trading office at
approximately 11:00  3


a.m. on the date two
Business Days prior to the date as of which the foreign exchange computation is
made; provided that the Administrative Agent or the L/C Issuer may
obtain such spot rate from another financial institution designated by the
Administrative Agent or the L/C Issuer if the Person acting in such capacity
does not have as of the date of determination a spot buying rate for any such
currency; and provided further that the L/C Issuer may use
such spot rate quoted on the date as of which the foreign exchange computation
is made in the case of any Letter of Credit denominated in an Alternative
Currency.  TARGET
Day means any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer (TARGET) payment system (or, if such payment system
ceases to be operative, such other payment system (if any) determined by the
Administrative Agent to be a suitable replacement) is open for the settlement
of payments in Euro.  SECTION 2.2. The
following definitions set forth in Section 1.01 of the Credit Agreement
are hereby amended and restated in their entireties as follows:  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 where the Administrative Agents Office is located and, (a) 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, (b) if such day relates to any interest rate
settings as to a Eurodollar Rate Loan denominated in Euro, any fundings, disbursements,
settlements and payments in Euro in respect of any such Eurodollar Rate Loan, or
any other dealings in Euro to be carried out pursuant to this Agreement in
respect of any such Eurodollar Rate Loan, means a TARGET Day, (c) if such
day relates to any interest rate settings as to a Eurodollar Rate Loan
denominated in a currency other than Dollars or Euro, means any such day on
which dealings in deposits in the relevant currency are conducted by and
between banks in the London or other applicable offshore interbank market for
such currency and (d) if such day relates to any fundings, disbursements, settlements
and payments in a currency other than Dollars or Euro in respect of a
Eurodollar Rate Loan denominated in a currency other than Dollars or Euro, or
any other dealings in any currency other than Dollars or Euro to be carried out
pursuant to this Agreement in respect of any such Eurodollar Rate Loan (other
than any interest rate settings), means any such day on which banks are open
for foreign exchange business in the principal financial center of the country
of such currency; provided that a day on which banks are authorized or
required to be closed in California, Nevada or New York shall not be a Business
Day.  Eurodollar
Rate Loan means a Revolving Credit Loan or a Term Loan that bears interest
at a rate based on the Eurodollar Rate. Eurodollar Rate Loans that are
Revolving Credit Loans may be denominated in Dollars or in an Alternative
Currency. Eurodollar Rate Loans that are Term Loans must be denominated in
Dollars.  Letter
of Credit means any standby letter of credit issued hereunder. Letters of
Credit may be issued in Dollars or in an Alternative Currency.  4


SECTION 2.3. Article I
of the Credit Agreement is hereby amended by adding new Sections 1.07 and 1.08
thereto as follows:  1.07       Exchange Rates; Currency Equivalents.  (a)           The Administrative Agent or the L/C
Issuer, as applicable, shall determine the Spot Rates as of each Revaluation
Date to be used for calculating Dollar Equivalent amounts of Credit Extensions
and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates
shall become effective as of such Revaluation Date and shall be the Spot Rates
employed in converting any amounts between the applicable currencies until the
next Revaluation Date to occur. Except for purposes of financial statements
delivered by Loan Parties hereunder or calculating financial covenants
hereunder or except as otherwise provided herein, the applicable amount of any
currency (other than Dollars) for purposes of the Loan Documents shall be such
Dollar Equivalent amount as so determined by the Administrative Agent or the
L/C Issuer, as applicable.  (b)           Wherever in this Agreement in
connection with a Borrowing, conversion, continuation or prepayment of a
Eurodollar Rate Loan or the issuance, amendment or extension of a Letter of
Credit, an amount, such as a required minimum or multiple amount, is expressed
in Dollars, but such Borrowing, Eurodollar Rate Loan or Letter of Credit is
denominated in an Alternative Currency, such amount shall be the relevant
Alternative Currency Equivalent of such Dollar amount (rounded to the nearest
unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as
determined by the Administrative Agent or the L/C Issuer, as the case may be.  1.08         Additional Alternative Currencies.  (a)           The Borrower may
from time to time request that Revolving Credit Loans that are Eurodollar Rate
Loans be made and/or Letters of Credit be issued in a currency other than those
specifically listed in the definition of Alternative Currency; provided
that such requested currency is a lawful currency (other than Dollars) that is
readily available and freely transferable and convertible into Dollars. In the
case of any such request with respect to the making of Eurodollar Rate Loans, such
request shall be subject to the approval of the Administrative Agent and the Revolving
Credit Lenders; and in the case of any such request with respect to the
issuance of Letters of Credit, such request shall be subject to the approval of
the Administrative Agent and the L/C Issuer.  (b)           Any such request shall be made to the
Administrative Agent not later than 11:00 a.m., 20 Business Days prior to
the date of the desired Credit Extension (or such other time or date as may be
agreed by the Administrative Agent and, in the case of any such request
pertaining to Letters of Credit, the L/C Issuer, in its or their sole
discretion). In the case of any such request pertaining to Eurodollar Rate
Loans, the Administrative Agent shall promptly notify each Lender thereof; and
in the case of any such request pertaining to Letters of Credit,  5


the Administrative Agent
shall promptly notify the L/C Issuer thereof. Each Lender (in the case of any
such request pertaining to Eurodollar Rate Loans) or the L/C Issuer (in the
case of a request pertaining to Letters of Credit) shall notify the
Administrative Agent, not later than 11:00 a.m., ten Business Days after
receipt of such request whether it consents, in its sole discretion, to the
making of Eurodollar Rate Loans or the issuance of Letters of Credit, as the
case may be, in such requested currency.  (c)           Any failure by a Lender or the L/C
Issuer, as the case may be, to respond to such request within the time period
specified in the preceding sentence shall be deemed to be a refusal by such
Lender or the L/C Issuer, as the case may be, to permit Eurodollar Rate Loans
to be made or Letters of Credit to be issued in such requested currency. If the
Administrative Agent and all the Lenders consent to making Eurodollar Rate
Loans in such requested currency, the Administrative Agent shall so notify the
Borrower and such currency shall thereupon be deemed for all purposes to be an
Alternative Currency hereunder for purposes of any Borrowings of Eurodollar
Rate Loans; and if the Administrative Agent and the L/C Issuer consent to the
issuance of Letters of Credit in such requested currency, the Administrative
Agent shall so notify the Borrower and such currency shall thereupon be deemed
for all purposes to be an Alternative Currency hereunder for purposes of any
Letter of Credit issuances. If the Administrative Agent shall fail to obtain
consent to any request for an additional currency under this Section 1.08,
the Administrative Agent shall promptly so notify the Borrower.  SECTION 2.4. Section 2.01(b) of
the Credit Agreement is hereby amended and restated in its entirety as follows:  (b)         The Revolving Credit Borrowings.
Subject to the terms and conditions set forth herein, each Revolving Credit
Lender severally agrees to make loans (each such loan, a Revolving Credit
Loan) to the Borrower in Dollars or in one or more Alternative Currencies
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 such
Lenders Revolving Credit Commitment; provided, however, that after giving
effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit
Outstandings shall not exceed the Revolving Credit Facility, (ii) the
aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus
such Revolving Credit Lenders Applicable Revolving Credit Percentage of the
Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lenders
Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing
Line Loans shall not exceed such Revolving Credit Lenders Revolving Credit
Commitment and (iii) the aggregate Outstanding Amount of all Revolving
Credit Loans denominated in Alternative Currencies shall not exceed the
Alternative Currency Sublimit. Within the limits of each Revolving Credit
Lenders Revolving Credit Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.01(b),
prepay under Section 2.05, and reborrow under this Section 2.01(b).
Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein; provided, that Revolving Credit Loans that are
denominated in Alternative Currencies must be Eurodollar Rate Loans.  6


SECTION 2.5. Clauses
(a), (b) and (c) of Section 2.02 of the Credit Agreement are
hereby amended and restated in their entireties as follows:  (a)         Each Term Borrowing, each Revolving
Credit Borrowing, each conversion of Term Loans or Revolving Credit 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 denominated in Dollars or of any
conversion of Eurodollar Rate Loans denominated in Dollars to Base Rate Loans, (ii) four
Business Days (or five Business Days in the case of a Special Notice Currency) prior
to the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Loans denominated in any Alternative Currency or of any conversion
of Eurodollar Rate Loans denominated in an Alternative Currency to Base Rate
Loans and (iii) on the requested date of any Borrowing of Base Rate Loans.
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 $2,500,000 or a whole
multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and
2.04(c), each Borrowing of or conversion to Base Rate 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 Term Borrowing, a Revolving Credit Borrowing, a
conversion of Term Loans or Revolving Credit 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 Loans to be borrowed, converted
or continued, (iv) the Type of Loans to be borrowed or to which existing
Term Loans or Revolving Credit Loans are to be converted, (v) the currency
of the Loans to be borrowed and (vi) if applicable, the duration of the
Interest Period with respect thereto. If the Borrower fails to specify a Type
of Loan in a Committed Loan Notice or if the Borrower fails to give a timely
notice requesting a conversion or continuation, then the applicable Term Loans
or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided,
that in the case of a failure to timely request a continuation of Loans
denominated in an Alternative Currency, such Loans shall be continued as
Eurodollar Rate Loans in their original currency with an Interest Period of one
month. 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. Notwithstanding anything to the contrary herein, a
Swing Line Loan may not be converted to a Eurodollar Rate Loan.  (b)           Following receipt of a Committed Loan
Notice, the Administrative Agent shall promptly notify each Lender of the
amount of its Applicable Percentage under the  7


applicable Facility of the
applicable Term Loans or Revolving Credit Loans, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to
Base Rate Loans described in Section 2.02(a). In the case of a Term
Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make
the amount of its Loan available to the Administrative Agent in Same Day Funds
at the Administrative Agents Office for the applicable currency not later than
1:00 p.m., in the case of any Loan denominated in Dollars, and not later
than the Applicable Time specified by the Administrative Agent, in the case of
any Loan in an Alternative Currency, in each case 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 Bank of America 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 a
Committed Loan Notice with respect to a Revolving Credit Borrowing is given by
the Borrower, there are L/C Borrowings outstanding, then the proceeds of such
Revolving Credit 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.  (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 Loans may be requested as, converted to or continued as Eurodollar
Rate Loans (whether in Dollars or an Alternative Currency) without the consent
of the Required Lenders, and the Required Lenders may demand that any or all of
the then outstanding Eurodollar Rate Loans denominated in an Alternative
Currency be prepaid, or redenominated into Dollars in the amount of the Dollar
Equivalent thereof, on the last day of the then current Interest Period with
respect thereto.  SECTION 2.6. Section 2.03(a)(i)(A)(1) of
the Credit Agreement is hereby amended and restated in its entirety as follows:
(1) from time to time on any Business Day during the period from the
Closing Date until the Letter of Credit Expiration Date, to issue Letters of
Credit denominated in Dollars or in one or more Alternative Currencies for the
account of the Borrower or its Subsidiaries, and to amend or extend Letters of
Credit previously issued by it, in accordance with Section 2.03(b),  SECTION 2.7. Section 2.03(a)(iii)(D) of
the Credit Agreement is hereby amended and restated in its entirety as follows:
such Letter of Credit is to be denominated in a currency other than Dollars or
an Alternative Currency or the L/C Issuer does not as of the issuance date of
such requested Letter of Credit issue Letters of Credit in the requested
currency.  SECTION 2.8. Section 2.03(c)(i) of
the Credit Agreement is hereby amended and restated in its entirety as follows:  8


(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. In
the case of a Letter of Credit denominated in an Alternative Currency, the
Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the
L/C Issuer (at its option) shall have specified in such notice that it will
require reimbursement in Dollars, or (B) in the absence of any such
requirement for reimbursement in Dollars, the Borrower shall have notified the
L/C Issuer promptly following receipt of the notice of drawing that the Borrower
will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement
in Dollars of a drawing under a Letter of Credit denominated in an Alternative
Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of
the amount of the drawing promptly following the determination thereof. Not
later than 11:00 a.m. on the date of any payment by the L/C Issuer under a
Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the
date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed
in an Alternative Currency (each such date, an Honor Date), the
Borrower shall reimburse the L/C Issuer through the Administrative Agent in an
amount equal to the amount of such drawing and in the applicable currency. If
the Borrower fails to so reimburse the L/C Issuer by such time, the
Administrative Agent shall promptly notify each Revolving Credit Lender of the
Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the
amount of the Dollar Equivalent thereof in the case of a Letter of Credit
denominated in an Alternative Currency) (the Unreimbursed Amount), and
the amount of such Revolving Credit Lenders Applicable Revolving Credit
Percentage thereof. In such event, the Borrower shall be deemed to have
requested a Revolving Credit Borrowing of Base Rate Loans 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 Revolving Credit 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.  SECTION 2.9. Section 2.03(c)(vi) of
the Credit Agreement is hereby amended by replacing the reference therein 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 with the
following: the applicable Overnight Rate from time to time in effect.  SECTION 2.10. Section 2.03(d)(ii) of
the Credit Agreement is hereby amended by replacing the reference therein to the
Federal Funds Rate with a reference to the applicable Overnight Rate.  SECTION 2.11. Section 2.03(e) of
the Credit Agreement is hereby amended by removing the word or following
clause (iv) thereof, by re-numbering clause (v) thereof as clause (vi) and
by adding a new clause (v) thereof as follows:  9


(v)         any adverse change in the relevant
exchange rates or in the availability of the relevant Alternative Currency to
the Borrower or any Subsidiary or in the relevant currency markets generally; or  SECTION 2.12. Sections
2.03(i) and (j) of the Credit Agreement are hereby amended by adding,
immediately prior to the references in such sections to the daily amount, the
following: the Dollar Equivalent of.  SECTION 2.13. Clause (A) of
the proviso to the first sentence of Section 2.05(a)(i) of the Credit
Agreement is hereby amended and restated in its entirety as follows: (A) such
notice must be received by the Administrative Agent not later than 11:00 a.m.
(1) three Business Days prior to any date of prepayment of Eurodollar Rate
Loans denominated in Dollars, (2) four Business Days (or five, in the case
of prepayment of Loans denominated in Special Notice Currencies) prior to any
date of prepayment of Eurodollar Rate Loans denominated in Alternative
Currencies and (3) on the date of prepayment of Base Rate Loans;  SECTION 2.14. Section 2.05(b)(vii) of
the Credit Agreement is hereby amended by adding after the first reference
therein to this Section 2.05(b) the following: (except pursuant to
clause (viii) hereof).  SECTION 2.15. Section 2.05(b) of
the Credit Agreement is hereby amended by adding a new clause (viii) thereof
as follows:  (viii)      If the Administrative Agent notifies the
Borrower at any time that the Outstanding Amount of all Loans denominated in
Alternative Currencies at such time exceeds an amount equal to 105% of the
Alternative Currency Sublimit then in effect, then, within two Business Days
after receipt of such notice, the Borrower shall prepay Loans in an aggregate
amount sufficient to reduce such Outstanding Amount as of such date of payment
to an amount not to exceed the Alternative Currency Sublimit then in effect.  SECTION 2.16. Section 2.06(a) of
the Credit Agreement is hereby amended and restated in its entirety as follows:  (a)         Optional. The Borrower may, upon
notice to the Administrative Agent, terminate the Revolving Credit Facility, the
Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swing Line
Sublimit, or from time to time permanently reduce the Revolving Credit
Facility, the Letter of Credit Sublimit, the Alternative Currency Sublimit or
the Swing Line Sublimit; 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, (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 and (iii) the Borrower shall not
terminate or reduce (A) the Revolving Credit Facility if, after giving
effect thereto and to any concurrent prepayments hereunder, the Total Revolving
Credit Outstandings would exceed the Revolving Credit Facility, (B) the
Letter of Credit Sublimit if, after giving effect thereto, the Outstanding
Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed
the Letter of Credit Sublimit, (C) the  10


Alternative Currency
Sublimit if, after giving effect thereto, the Outstanding Amount of Revolving
Credit Loans denominated in Alternative Currencies would exceed the Alternative
Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect
thereto and to any concurrent prepayments hereunder, the Outstanding Amount of
Swing Line Loans would exceed the Swing Line Sublimit.  SECTION 2.17. Clauses
(b) and (c) of Section 2.06 of the Credit Agreement are hereby
amended by adding, after each reference therein to the Letter of Credit
Sublimit the following , the Alternative Currency Sublimit.  SECTION 2.18. Section 2.12(a) of
the Credit Agreement is hereby amended and restated in its entirety as follows:  (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 and except with respect to principal of and
interest on Loans denominated in an Alternative Currency, 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 Same Day Funds not later than 2:00 p.m. on
the date specified herein. Except as otherwise expressly provided herein, all
payments by the Borrower hereunder with respect to principal of and interest on
Loans denominated in an Alternative Currency 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 such Alternative
Currency and in Same Day Funds not later than the Applicable Time on the date
specified herein. Without limiting the generality of the foregoing, the
Administrative Agent may require that any payments due under this Agreement be
made in the United States. If, for any reason, the Borrower is prohibited by
any Law from making any required payment hereunder in an Alternative Currency, such
Borrower shall make such payment in Dollars in the Dollar Equivalent of the
Alternative Currency payment amount. The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage in respect of the relevant
Facility (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 (i) after 2:00 p.m., in
the case of payments in Dollars, or (ii) after the Applicable Time
specified by the Administrative Agent, in the case of payments in an
Alternative Currency, 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 on computing interest or fees, as the case may be.  SECTION 2.19. Section 2.12(b) of
the Credit Agreement is hereby amended by replacing the references therein to the
greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation
with the following: the applicable Overnight Rate.  11


SECTION 2.20. Section 3.02
of the Credit Agreement is hereby amended and restated in its entirety as
follows:  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 (whether
denominated in Dollars or in an Alternative Currency), 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 or any Alternative Currency
in the applicable 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 in the affected currency or to convert
Base Rate Loans to Eurodollar Rate Loans denominated in the affected currency
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 and
such Loans are denominated in Dollars, 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.  SECTION 2.21. Section 3.05
of the Credit Agreement is hereby amended by removing the word or at the end
of clause (b) thereof, by inserting the word or at the end of clause (c) thereof
and by adding a new clause (d) thereof as follows:  (d)         any failure by the Borrower to make
payment of any Loan or drawing under any Letter of Credit (or interest due
thereon) denominated in an Alternative Currency on its scheduled due date or
any payment thereof in a different currency;  SECTION 2.22. Section 4.02
of the Credit Agreement is hereby amended by adding a new clause (d) thereof
as follows:  (d)         In the case of a Credit Extension to be
denominated in an Alternative Currency, there shall not have occurred any
change in national or international financial, political or economic conditions
or currency exchange rates or exchange controls which in the reasonable opinion
of the Administrative Agent, the Required Revolving Lenders (in the case of any
Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the
case of any Letter of Credit to be denominated in an Alternative Currency) would
make it impracticable for such Credit Extension to be denominated in the
relevant Alternative Currency.  SECTION 2.23. Section 7.03(c) of
the Credit Agreement is hereby amended by amending and restating clause (v) thereof
in its entirety and by adding a new clause (vi) thereof as follows: (v) Investments
by the Loan Parties in Subsidiaries that are not Loan Parties from  12


and after the Closing Date
and prior to the Amendment No. 2 Effective Date and (vi) so long as
no Default has occurred and is continuing or would result from such Investment,
additional Investments by the Loan Parties in Subsidiaries that are not Loan
Parties in an aggregate amount invested from the Amendment No. 2 Effective
Date not to exceed $75,000,000;  SECTION 2.24. Section 10.01
of the Credit Agreement is hereby amended by removing the word or at the end
of clause (i) thereof, by inserting the word or at the end of clause (j) thereof
and by adding a new clause (k) thereof as follows:  (k)         amend Section 1.08 or the
definition of Alternative Currency without the written consent of each
Revolving Credit Lender;  SECTION 2.25. Section 10.05
of the Credit Agreement is hereby amended by replacing the reference therein to
the Federal Funds Rate from time to time in effect with the following: the
applicable Overnight Rate from time to time in effect, in the applicable
currency of such recovery or payment.  SECTION 2.26. Section 10.06(b) of
the Credit Agreement is hereby amended by adding a new clause (vii) thereto
as follows:  (vii)       No Assignment Resulting in Additional
Indemnified Taxes. No such assignment in respect of any Revolving Credit
Commitment shall be made to any Person that, (A) through its Lending
Offices, cannot make Loans denominated in the applicable Alternative Currencies
to the Borrower or (B) through the making of Loans to the Borrower through
its Lending Offices, would subject the Borrower to additional Indemnified
Taxes.  SECTION 2.27. The
Credit Agreement is hereby amended by adding a new Section 10.22 thereto
as follows:  10.22
Judgment Currency. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or any other Loan
Document in one currency into another currency, the rate of exchange used shall
be that at which in accordance with normal banking procedures the Administrative
Agent could purchase the first currency with such other currency on the
Business Day preceding that on which final judgment is given. The obligation of
the Borrower in respect of any such sum due from it to the Administrative Agent
or any Lender hereunder or under the other Loan Documents shall, notwithstanding
any judgment in a currency (the Judgment Currency) other than that in
which such sum is denominated in accordance with the applicable provisions of
this Agreement (the Agreement Currency), be discharged only to the
extent that on the Business Day following receipt by the Administrative Agent
or such Lender, as the case may be, of any sum adjudged to be so due in the
Judgment Currency, the Administrative Agent or such Lender, as the case may be,
may in accordance with normal banking procedures purchase the Agreement
Currency with the Judgment Currency. If the amount of the Agreement Currency so
purchased is less than the sum originally due to the Administrative Agent or
any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as
a separate obligation and notwithstanding any such judgment, to  13


indemnify the Administrative
Agent or such Lender, as the case may be, against such loss. If the amount of
the Agreement Currency so purchased is greater than the sum originally due to
the Administrative Agent or any Lender in such currency, the Administrative
Agent or such Lender, as the case may be, agrees to return the amount of any
excess to the Borrower (or to any other Person who may be entitled thereto
under applicable law).  ARTICLE III  CONDITIONS TO EFFECTIVENESS  The amendments set forth in Article II
shall become effective on the date (the Amendment No. 2 Effective Date)
when all of the conditions set forth in this Article III have been
completed to the reasonable satisfaction of the Administrative Agent.  SECTION 3.1. The
Administrative Agent shall have received counterparts hereof executed on behalf
of the Borrower, each Revolving Credit Lender, Lenders constituting the
Required Lenders and the Administrative Agent.  SECTION 3.2. The
Administrative Agent shall have received an affirmation of the Guaranty from
each of the Guarantors in substantially the form of Exhibit A
hereto.  SECTION 3.3. The
Borrower shall have paid all fees, charges and disbursements of counsel to the
Administrative Agent (directly to such counsel if requested by the
Administrative Agent) to the extent invoiced prior to or on the Amendment No. 2
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).  ARTICLE IV  RETENTION OF RIGHTS, ETC.  SECTION 4.1. Limitation
to its Terms. This Amendment strictly shall be limited to its terms.  SECTION 4.2. Retention
of Rights. Without limiting the generality of Section 4.1, neither
the execution, delivery nor effectiveness of this Amendment shall operate as a
waiver of (or forbearance with respect to) any present or future Default or
Event of Default or as a waiver of (or forbearance with respect to) the ability
of the Administrative Agent or the other Lenders to exercise any right, power, and/or
remedy, whether under any Loan Document and/or under any applicable law, in
connection therewith. As provided in Section 10.03 of the Credit
Agreement, no failure on the part of any Lender or the Administrative Agent to
exercise, and no delay in exercising, any right under the Credit Agreement
shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise
of any other right.  14


SECTION 4.3. Full
Force and Effect; Limited Amendment. Without limiting the generality of Section 4.1,
except as expressly amended hereby, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Credit Agreement shall remain
unchanged and shall continue to be, and shall remain, in full force and effect
in accordance with their respective terms. Without limiting the generality of Section 4.1,
the amendments set forth herein shall be limited precisely as provided for
herein to the provisions expressly amended herein and shall not be deemed to be
amendments to, waivers of, consents to or modifications of any other term or
provision of the Credit Agreement or of any transaction or further or future
action on the part of Borrower which would require the consent of the Lenders
under the Credit Agreement.  ARTICLE V  MISCELLANEOUS  SECTION 5.1. Representations
and Warranties. The Borrower represents and warrants the following:  (a)           before and after giving effect to
this Amendment, no Default or Event of Default is continuing;  (b)           after giving effect to this Amendment,
the representations and warranties contained in Article V of the Credit
Agreement are true and correct on and as of the Amendment No. 2 Effective
Date as though made on that date (or, if stated to have been made as of an
earlier date, was true and correct as of such earlier date); and  (c)           this Amendment has been duly
authorized by the Borrower, there is no action pending or any order, judgment, or
decree in effect that is likely to restrain, prevent, or impose materially
adverse conditions upon the performance by the Borrower or any of its
Subsidiaries under the Credit Agreement or any of the other Loan Documents, and
this Amendment constitutes the valid, binding and enforceable obligation of the
Borrower in accordance with its terms, except as enforcement may be limited by
Debtor Relief Laws, Gaming Laws or equitable principles relating to the
granting of specific performance and other equitable remedies as a matter of
judicial discretion; and  (d)           The execution, delivery and
performance by the Borrower of this Amendment does not and will not conflict
with, or constitute a violation or breach of, or result in the imposition of
any Lien upon the property of Borrower or any of its Subsidiaries, by reason of
the terms of (i) any contract, mortgage, lease, agreement, indenture, or
instrument to which the Borrower or any of its Subsidiaries is a party or which
is binding upon it, (ii) any requirement of law applicable to the Borrower
or any of its Subsidiaries, or (iii) the certificate or articles of
incorporation or by-laws or the limited liability company or limited
partnership agreement, or analogous organizational document, of Borrower or any
of its Borrowers Subsidiaries except, in the case of clauses (i) and
(ii), as would not reasonably be expected to have a Material Adverse Effect.  15


SECTION 5.2. Loan Document.
This Amendment is a Loan Document and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with all
of the terms and provisions of the Credit Agreement.  SECTION 5.3. Reaffirmation
of Obligations. The Borrower hereby acknowledges that the Loan Documents
(as amended by this Amendment) and the Obligations constitute the valid and
binding Obligations of the Borrower enforceable against Borrower in accordance
with their respective terms, and the Borrower hereby reaffirms its Obligations
under the Loan Documents (as amended by this Amendment). The Administrative
Agents and any Lenders entry into this Agreement or any of the documents
referenced herein, the Administrative Agents and any Lenders negotiations
with any party with respect to any Loan Document, the Administrative Agents
and any Lenders acceptance of any payment from the Borrower, any Guarantor or
any other party of any payments made to the Administrative Agent or any Lender
prior to the date hereof, or any other action or failure to act on the part of
the Administrative Agent or any Lender shall not constitute (a) a
modification of any Loan Document (except to the extent of the specific
amendments contained herein), or (b) a waiver of any Default or Event of
Default under the Loan Documents, or a waiver of any term or provision of any
Loan Document.  SECTION 5.4. Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit
of the parties hereto and to the Credit Agreement and their respective
successors and permitted assigns.  SECTION 5.5. Execution
in Counterparts. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be an original and all of which shall
constitute together but one and the same agreement.  SECTION 5.6. Integration.
This Amendment represents the agreement of the Borrower, the Administrative
Agent and each of the Lenders (through the Required Lenders consenting hereto)
with respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.  SECTION 5.7. Governing
Law and Waiver of Jury Trial. The terms of Sections 10.14 (Governing Law; Jurisdiction;
Etc.) and 10.15 (Waiver of Jury Trial) of the Credit Agreement are incorporated
herein as though set forth in full.  16


IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Amendment as of the date first above written.  BALLY TECHNOLOGIES, INC.,a Nevada corporationBy:
  /s/ Mark LernerName:
  MARK LERNER,Title:
  SecretaryBANK OF AMERICA, N.A.,as Administrative AgentBy:Name:Title:


Bank of America, N.A.  IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Amendment as of the date first above written.  BALLY TECHNOLOGIES, INC.,a Nevada corporationBy:Name:Title:BANK OF AMERICA, N.A.,as Administrative AgentBy:
  /s/ Justin LienName:
  Justin LienTitle:
  Senior Vice President  Bank of America, N.A. Member FDIC. Equal Housing Lender


The undersigned Lender consents to all of the terms
and provisions of the attached Amendment No. 2.   BANK OF AMERICA, N.A.,as LenderBy:
  /s/ Justin LienName:
  Justin LienTitle:
  Senior Vice President


The undersigned Lender consents to all of the terms
and provisions of the attached Amendment No. 2.   The Bank of Nova ScotiaBy:
  /s/ Teresa WuName: Teresa WuTitle: Director


The undersigned Lender consents to all of the terms
and provisions of the attached Amendment No. 2.   [Wachovia Bank by Wells Fargo Bank, NationalAssociation, successor to Wachovia Bank. NationalAssociation]By:
  /s/ Virginia S. ChristensonName:
  Virginia S. ChristensonTitle:
  Vice President/Sr. Relationship Manger


The undersigned Lender
consents to all of the terms and provisions of the attached Amendment No. 2.   Wells Fargo Bank, N.A.By:
  /s/ Virginia S. ChristensonName: Virginia S. ChristensonTitle: Vice President/Sr. Relationship Manger


The undersigned Lender consents to all of the terms
and provisions of the attached Amendment No. 2.   U.S. Bank N.A.By:
  /s/ Jamie GazzaName: Jamie GazzaTitle: AVP


The undersigned Lender consents to all of the terms
and provisions of the attached Amendment No. 2.   HSBC BANK USA, NATIONAL ASSOCIATIONBy:
  /s/ Jean FrammolinoName:
  Jean FrammolinoTitle:
  Vice President


The undersigned Lender
consents to all of the terms and provisions of the attached Amendment No. 2.   UNION BANK, N.A.By:
  /s/ Pierre BuryName: Pierre BuryTitle:
  Vice President


The undersigned Lender consents to all of the terms
and provisions of the attached Amendment No. 2.   Compass Bank, an Alabama Banking CorporationBy:
  /s/ Nancy ZezzaName: Nancy ZezzaTitle: Senior Vice President


The undersigned Lender consents to all of the terms
and provisions of the attached Amendment No. 2.   COMERICA BANKBy:
  /s/ Bryan C. CamdenName: Bryan C. CamdenTitle: Vice President


The undersigned Lender consents to all of the terms
and provisions of the attached Amendment No. 2.   Allied Irish Bank, PLCBy:
  /s/ Jean Pierre KnightName:
  Jean Pierre KnightTitle:
  Vice President


The undersigned Lender consents to all of the terms
and provisions of the attached Amendment No. 2.   Trustmark National BankBy:
  /s/ Craig E. SosebeeName: Craig E. SosebeeTitle: First Vice President