Exhibit 10.1


 


Execution Version 


 


AMENDMENT
NO. 7


 


AMENDMENT
NO. 7, dated as of October 8, 2020 (this “Amendment”), to the Credit Agreement, dated as of October 18, 2013
(as amended, supplemented, amended and restated or otherwise modified from time to time, including without limitation, by that
certain Amendment No. 1, dated as of October 1, 2014, by that certain Amendment No. 2, dated as of February 14, 2017, by that
certain Amendment No. 3, dated as of August 14, 2017, by that certain Amendment No. 4, dated as of February 14, 2018, by that
certain Amendment No. 5, dated as of November 20, 2019, and by that certain Amendment No. 6, dated as of May 8, 2020, the “Credit
Agreement”), among Scientific Games International, INC., a Delaware corporation
(“Borrower”), Scientific Games Corporation, a Nevada corporation
(“Holdings”), the several banks and other financial institutions or entities from time to time party thereto
(collectively, the “Lenders” and individually, a “Lender”) and Bank
of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral
Agent, Issuing Lender and Swingline Lender. Capitalized terms used and not otherwise defined herein shall have the meanings assigned
to them in the Credit Agreement or the Amended Credit Agreement (as defined below), as applicable.


 


WHEREAS,
Section 10.1(a) of the Credit Agreement permits the Borrower to amend or otherwise modify Section 7.1 (or for the purposes of
determining compliance with Section 7.1, any defined terms used therein) with the written consent of the Required Revolving
Lenders;


 


WHEREAS,
the Borrower and the parties hereto constituting the Required Revolving Lenders wish to amend the Credit Agreement on the
terms set forth herein;


 


WHEREAS,
the Borrower agrees to pay all fees and expenses incurred in connection with the foregoing; and


 


WHEREAS,
for purposes of this Amendment, the transactions described above, including this Amendment and the transactions contemplated herein,
are collectively referred to herein as the “Transactions”;


 


NOW,
THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section
1.                  Amendments.


 


The
Credit Agreement is, effective as of the Amendment No. 7 Effective Date, hereby amended to delete the stricken text (indicated
textually in the same manner as the following example: stricken text) and to
add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto) (the “Amended
Credit Agreement”).


 


Section
2.                  Conditions
to Effectiveness of Amendment.


 


The
effectiveness of the terms of this Amendment shall be subject to satisfaction of the following conditions precedent (the date
upon which this Amendment becomes effective, the “Amendment No. 7 Effective Date”):


 






     


     


    

 


(a)               
Counterparts. The Administrative Agent having received the executed counterparts of this Amendment executed by the
Borrower, Holdings, the Administrative Agent and the Required Revolving Lenders.


 


(b)                Representations
and Warranties. Each of the representations and warranties made in Section 3 of this Amendment shall be true and correct
as of the Amendment No. 7 Effective Date.


 


(c)               
Fees. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the
Amendment No. 7 Effective Date, including (i) a fee for the account of each Revolving Lender that delivers a counterpart to this
Amendment on or prior to the Amendment No. 7 Effective Date equal to 0.10% of such Revolving Lender’s Revolving Commitment
and (ii) to the extent invoiced prior to the Amendment No. 7 Effective Date, reimbursement or payment of all reasonable and documented
out-of-pocket expenses (including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel to
the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.


 


(d)               
Closing Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated as of the
Amendment No. 7 Effective Date, certifying as to paragraph (b) of this Section 2.


 


(e)               
Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial
officer on behalf of Holdings, substantially in the form of Exhibit G to the Credit Agreement, after giving effect to the Transactions.


 


Section
3.                  Representations
and Warranties.


 


On
and as of the Amendment No. 7 Effective Date, after giving effect to the Transactions, each of Holdings and the Borrower hereby
represents and warrants to the Administrative Agent and each Revolving Lender as follows:


 


(a)               
this Amendment has been duly authorized, executed and delivered by Holdings and the Borrower and constitutes the legal,
valid and binding obligation of Holdings and the Borrower enforceable against such Loan Party in accordance with its terms and
the Amended Credit Agreement and constitutes the legal, valid and binding obligation of Holdings and the Borrower enforceable
against such Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or similar laws of general applicability relating to or limiting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;


 


(b)               
each of the representations and warranties contained in Section 4 of the Credit Agreement and each other Loan Document
is true and correct in all material respects (and in all respects if qualified by materiality) on and as of the Amendment No.
7 Effective Date, as if made on and as of such date and except to the extent that such representations and warranties specifically
relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects
(and in all respects if qualified by materiality) as of such specific date (it being understood that any reference to a “Material
Adverse Effect” contained in any such representation and warranty shall not include effects, events, occurrences, facts,
conditions or changes arising out of or resulting from or in connection with the COVID-19 pandemic);


 


(c)               
no Default or Event of Default has occurred, is continuing or existed immediately prior to giving effect to the Transactions;
and


 






    - 2 -


     


    

 


(d)               
 the information included in the Beneficial Ownership Certifications provided on or prior to the Amendment No. 5 Effective
Date is true and correct in all respects.


 


Section
4.                  Agreement
of Revolving Lenders. Pursuant to Section 10.1(a) of the Credit Agreement, the Required Revolving Lenders hereby agree
that for purposes of determining compliance with Section 5.2 of the Credit Agreement in connection with any extension of credit
to be made under the Revolving Facility during the Covenant Relief Period, clause (a) of the definition of “Material Adverse
Effect” shall not include effects, events, occurrences, facts, conditions or changes arising out of or resulting from or
in connection with the COVID-19 pandemic.


 


Section
5.                  Counterparts.


 


This
Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute
a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or electronic
transmission shall be effective as delivery of a manually executed counterpart hereof. This Amendment and any document, amendment,
approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment
(each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic
Record and may be executed using Electronic Signatures. Each of Holdings and the Borrower agrees that any Electronic Signature
on or associated with any Communication shall be valid and binding on each of Holdings and the Borrower to the same extent as
a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid
and binding obligation of each of Holdings and the Borrower enforceable against such in accordance with the terms thereof to the
same extent as if a manually executed original signature was delivered.   Any Communication may be executed in as many
counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and
the same Communication.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation,
use or acceptance by the Administrative Agent and each of the Revolving Lenders of a manually signed paper Communication which
has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted
into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Revolving Lenders may,
at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic
Copy”), which shall be deemed created in the ordinary course of the such Person’s business, and destroy the original
paper document.  All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered
an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding
anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in
any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided,
further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic
Signature, the Administrative Agent and each of the Revolving Lenders shall be entitled to rely on any such Electronic Signature
purportedly given by or on behalf of any of Holdings and the Borrower without further verification and (b) upon the request of
the Administrative Agent or any Revolving Lender, any Electronic Signature shall be promptly followed by such manually executed
counterpart.  For purposes hereof, “Electronic Record” and “Electronic Signature” shall
have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.


 


Section
6.                  Governing Law and
Waiver of Right to Trial by Jury.


 


THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver
of right to trial by jury provisions in Section 10.12 and 10.17 of the Credit Agreement are incorporated herein by reference mutatis
mutandis.


 






    - 3 -


     


    

 


Section
7.                  Headings.


 


The
headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 


Section
8.                  Reaffirmation.


 


Each
of Holdings and the Borrower hereby expressly acknowledge, on behalf of itself and on behalf of each Guarantor, the terms of this
Amendment and the other Transactions and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each
Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving
effect to the Transactions, (ii) its guarantee of the Obligations under the Guaranty, as applicable, and its grant of Liens on
the Collateral to secure the Obligations pursuant to the Collateral Documents and (iii) that such guarantee and grant continues
in full force and effect in respect of, and to secure, the Obligations under the Amended Credit Agreement and the other Loan Documents.


 


Section
9.                  Effect of Amendment.


 


Except
as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise
affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and this Amendment
shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. This Amendment shall not constitute a novation of the Credit
Agreement or any of the Loan Documents. For the avoidance of doubt, on and after the Amendment No. 7 Effective Date, this Amendment
shall for all purposes constitute a Loan Document.


 


[Signature
pages follow]


 






    - 4 -


     


    

 


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


 


	 	SCIENTIFIC GAMES INTERNATIONAL,
    INC.,
	 	as Borrower
	 	 
	 	By:	/s/ Michael C. Eklund
	 	 	Name:	Michael C. Eklund
	 	 	Title:	Executive Vice President,



                                                         Chief Financial Officer,



                                                         Secretary and Treasurer

	 	 
	 	SCIENTIFIC GAMES CORPORATION,
    as Holdings
	 	 
	 	By:	/s/ Michael C. Eklund
	 	 	Name:	Michael C. Eklund
	 	 	Title:	Executive Vice President,



                                                         Chief Financial Officer,



                                                         Treasurer and Corporate Secretary





 


[Scientific Games
 – Signature Page to Amendment No. 7]


 






    


     


    

 


	 	BANK OF AMERICA, N.A.,
    as Administrative Agent and Collateral Agent
	 	 
	 	By:	/s/ Ronaldo Naval
	 	 	Name:	Ronaldo Naval
	 	 	Title:	Vice President



 


[Scientific Games – Signature Page to Amendment No. 7]


 






     


     


    

 


	 	BANK OF AMERICA, N.A.,
	 	as a Revolving Lender
	 	 
	 	By:	/s/ Marie F. Harrison
	 	 	Name:	Marie F. Harrison
	 	 	Title:	Director




 


[Scientific Games – Signature Page to Amendment No. 7]


 






     


     


    

 


	 	JPMorgan Chase Bank, N.A.,
	 	as a Revolving Lender
	 	 
	 	By:	/s/ Donald Shokrian
	 	 	Name:	Donald Shokrian
	 	 	Title:	Managing Director
	 	 
	 	If a second signature is necessary:
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




 


 






     


     


    

 


	 	DEUTSCHE BANK AG NEW YORK
    BRANCH,
	 	as a Revolving Lender
	 	 
	 	By: 	/s/ Philip Tancorra
	 	 	Name: 	Philip Tancorra
	 	 	Title: 	Vice President
	 	 	 	philip.tancorra@db.com

212-250-6576
	 	 
	 	By:	 /s/ Michael Strobel
	 	 	Name: 	Michael Strobel
	 	 	Title: 	Vice President
	 	 	 	Michael-p.strobel@db.com
	 	 	 	212-250-0939




 


[Scientific Games – Signature Page to Amendment No. 7]


 






     


     


    

 


	 	BNP PARIBAS,
	 	as a Revolving Lender
	 	 
	 	By:	 /s/ James Goodall
	 	 	Name:	James Goodall
	 	 	Title:	Managing Director
	 	 
	 	If a second signature is necessary:
	 	 
	 	By:	/s/ Kyle Fitzpatrick 
	 	 	Name:	Kyle Fitzpatrick 
	 	 	Title:	Vice President




 


[Scientific Games – Signature Page to Amendment No. 7]


 






     


     


    

 


	 	FIFTH THIRD BANK, NATIONAL
	 	ASSOCIATION ,
	 	as a Revolving Lender
	 	 
	 	By:	/s/ Brook Miller
	 	 	Name:	Brook Miller 
	 	 	Title:	Director




 


[Scientific Games – Signature Page to Amendment No. 7]


 






     


     


    

 


	 	BARCLAYS BANK PLC,
	 	as a Revolving Lender
	 	 
	 	By:	 /s/ Craig J. Malloy
	 	 	Name:	Craig J. Malloy
	 	 	Title:	Director



 


[Scientific Games – Signature Page to Amendment No. 7]


 






     


     


    

 


	 	ROYAL BANK OF CANADA,
	 	as a Revolving Lender
	 	 
	 	By:	/s/ Christian Gutierrez
	 	 	Name:	Christian Gutierrez
	 	 	Title:	Authorized Signatory



 


[Scientific Games – Signature Page to Amendment No. 7]


 






     


     


    

 


	 	Truist Bank,
	 	as a Revolving Lender
	 	 
	 	By:	 /s/ Amanda Parks
	 	 	Name:	Amanda Parks
	 	 	Title: SVP
	 	 
	 	If a second signature is necessary:
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


[Scientific Games – Signature Page to Amendment No. 7]


 






     


     


    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	 	as a Revolving Lender
	 	 
	 	By:	 /s/ William O’Daly
	 	 	Name:	 William O’Daly
	 	 	Title:	Authorized Signatory
	 	 
	 	If a second signature is necessary:
	 	 
	 	By:	/s/ Andrew Griffin
	 	 	Name:	 Andrew Griffin
	 	 	Title:	 Authorized Signatory



 


[Scientific Games – Signature Page to Amendment No. 7]




 






     


     


    

 


	 	CITIZENS BANK, N.A.,
	 	as a Revolving Lender
	 	 
	 	By:	/s/ John Sidarous
	 	 	Name:	John Sidarous
	 	 	Title:	Managing Director



 


[Scientific Games – Signature Page to Amendment No. 7]




 






     


     


    

 


	 	MIHI LLC,
	 	as a Revolving Lender
	 	 
	 	By:	/s/ Lisa Grushkin
	 	 	Name:	Lisa Grushkin
	 	 	Title:	Authorized Signatory
	 	 
	 	If a second signature is necessary:
	 	 
	 	By:	/s/ Vin Repaci
	 	 	Name:	Vin Repaci
	 	 	Title:	Authorized Signatory



 


[Scientific Games – Signature Page to Amendment No. 7]




 






     


     


    

 


	 	GOLDMAN SACHS BANK USA,
	 	as a Revolving Lender
	 	 
	 	By:	/s/ Mahesh Mohan
	 	 	Name:	Mahesh Mohan
	 	 	Title:	Authorized Signatory




 


[Scientific Games – Signature Page to Amendment No. 7]




 






    


     


    







 


EXHIBIT
A TO AMENDMENT NO. 67





 



 


CREDIT
AGREEMENT


 


among


 


SCIENTIFIC
GAMES INTERNATIONAL, INC.,


as
the Borrower,


 


SCIENTIFIC
GAMES CORPORATION,


as
Holdings,


 


The
Several Lenders from Time to Time Parties Hereto,


 


BANK
OF AMERICA, N.A.,


as
Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender,


 


JPMORGAN
CHASE BANK, N.A.,


as
Issuing Lender,


 


BOFA
SECURITIES, INC.,


JPMORGAN
CHASE BANK, N.A.,


DEUTSCHE
BANK SECURITIES INC.,


BNP
PARIBAS SECURITIES CORP.,


FIFTH
THIRD BANK,


BARCLAYS
BANK PLC,


RBC
CAPITAL MARKETS,


SUNTRUST
ROBINSON HUMPHREY, INC.,


CREDIT
SUISSE LOAN FUNDING LLC,


CITIZENS
BANK, N.A.,


MACQUARIE
CAPITAL (USA) INC.,


and


GOLDMAN
SACHS BANK USA,


as
Joint Lead Arrangers and Joint Bookrunners,


 


Dated
as of October 18, 2013,


As
amended by Amendment No. 1, Amendment No. 2,


Amendment
No. 3, Amendment No. 4, Amendment No. 5 and 5,


Amendment
No. 66, and Amendment No.
7


 


 



 



     


     


    

 


TABLE
OF CONTENTS


 


	 	 	Page
	SECTION 1. 	DEFINITIONS 	1
	 	 
	1.1 	Defined Terms 	1
	1.2 	Other Definitional Provisions 	67
	1.3 	Pro Forma Calculations 	69
	1.4	Exchange Rates; Currency Equivalents 	70
	1.5 	Letter of Credit Amounts 	71
	1.6 	Covenants 	71
	 	 	 
	SECTION 2. 	AMOUNT AND TERMS OF COMMITMENTS 	71
	 	 	 
	2.1 	Term Commitments 	71
	2.2 	Procedure for Initial Term Loan Borrowing 	72
	2.3 	Repayment of Term Loans 	72
	2.4 	Revolving Commitments 	73
	2.5 	Procedure for Revolving Loan Borrowing 	73
	2.6 	Swingline Loans 	74
	2.7 	Defaulting Lenders 	76
	2.8	Repayment of Loans 	77
	2.9
    	Commitment Fees, etc. 	78
	2.10 	Termination or Reduction of Commitments 	79
	2.11 	Optional Prepayments 	79
	2.12 	Mandatory Prepayments 	80
	2.13 	Conversion and Continuation Options 	83
	2.14 	Minimum Amounts and Maximum Number of Eurocurrency
    Tranches 	83
	2.15 	Interest Rates and Payment Dates 	84
	2.16 	Computation of Interest and Fees 	84
	2.17	Inability to Determine Interest Rate 	85
	2.18 	Pro Rata Treatment and Payments 	85
	2.19 	Requirements of Law 	87
	2.20 	Taxes 	88
	2.21 	Indemnity 	91
	2.22 	Illegality 	91
	2.23 	Change of Lending Office 	91
	2.24 	Replacement of Lenders 	91
	2.25	Incremental Loans 	93
	2.26	Extension of Term Loans and Revolving Commitments
    	95
	2.27 	Successor LIBOR. 	98
	 	 	 
	SECTION 3.	LETTERS OF CREDIT 	99
	 	 	 
	3.1 	L/C Commitment 	99
	3.2	Procedure for Issuance of Letter of Credit 	100
	3.3 	Fees and Other Charges 	100
	3.4	L/C Participations 	101
	3.5 	Reimbursement Obligation of the Borrower 	103
	3.6 	Obligations Absolute 	104



 






    -i-


     


    









 


	 	 	Page
	3.7	Role of the Issuing Lender
    	104
	3.8	Letter of Credit Payments 	105
	3.9	Applications 	105
	3.10	Applicability of ISP and UCP 	105
	 	 	 
	SECTION 4.	REPRESENTATIONS AND WARRANTIES 	106
	 	 	 
	4.1	Financial Condition 	106
	4.2	No Change 	106
	4.3	Existence; Compliance with Law 	106
	4.4	Corporate Power; Authorization; Enforceable
    Obligations 	107
	4.5	No Legal Bar 	107
	4.6	No Material Litigation 	108
	4.7	No Default 	108
	4.8	Ownership of Property; Liens 	108
	4.9	Intellectual Property 	108
	4.10	Taxes 	108
	4.11	Federal Regulations 	108
	4.12	ERISA 	108
	4.13	Investment Company Act 	109
	4.14	Subsidiaries 	109
	4.15	Environmental Matters 	109
	4.16	Accuracy of Information, etc. 	109
	4.17	Security Documents 	109
	4.18	Solvency 	110
	4.19	Anti-Terrorism	110
	4.20	Use of Proceeds 	111
	4.21	Labor Matters 	111
	4.22	Senior Indebtedness 	111
	4.23	OFAC 	111
	4.24	FCPA	111
	 	 	 
	SECTION 5.	CONDITIONS PRECEDENT 	111
	 	 	 
	5.1	Conditions to Initial Extension of Credit on
    the Closing Date 	111
	5.2	Conditions to Each Revolving Loan Extension
    of Credit After Closing Date 	114
	 	 	 
	SECTION 6.	AFFIRMATIVE COVENANTS 	115
	 	 	 
	6.1	Financial Statements 	115
	6.2	Certificates; Other Information 	116
	6.3	Payment of Taxes 	117
	6.4	Conduct of Business and Maintenance of Existence,
    etc.; Compliance 	117
	6.5	Maintenance of Property; Insurance 	118
	6.6	Inspection of Property; Books and Records; Discussions
    	118
	6.7	Notices 	119
	6.8	Additional Collateral, etc. 	119
	6.9	Use of Proceeds 	122
	6.10	Post Closing	122
	6.11	Credit Ratings 	122
	6.12	Line of Business 	122



 






    -ii-


     


    




 


	 	 	Page
	6.13	Changes in Jurisdictions
    of Organization; Name 	122
	 	 	 
	SECTION 7.	NEGATIVE COVENANTS 	122
	 	 	 
	7.1	Financial Covenant 	123
	7.2	Indebtedness 	124
	7.3	Liens 	128
	7.4	Fundamental Changes 	131
	7.5	Dispositions of Property 	132
	7.6	Restricted Payments 	135
	7.7	Investments 	138
	7.8	Prepayments, Etc. of Indebtedness; Amendments
    	142
	7.9	Transactions with Affiliates 	143
	7.10	Sales and Leasebacks 	144
	7.11	Changes in Fiscal Periods 	144
	7.12	Negative Pledge Clauses 	144
	7.13	Clauses Restricting Subsidiary Distributions
    	145
	7.14	Limitation on Hedge Agreements 	146
	 	 	 
	SECTION 8.	EVENTS OF DEFAULT 	146
	 	 	 
	8.1	Events of Default 	146
	8.2	Right to Cure 	150
	 	 	 
	SECTION 9.	THE AGENTS	151
	 	 	 
	9.1	Appointment 	151
	9.2	Delegation of Duties 	151
	9.3	Exculpatory Provisions 	152
	9.4	Reliance by the Agents 	152
	9.5	Notice of Default 	152
	9.6	Non-Reliance on Agents and Other Lenders 	153
	9.7	Indemnification 	153
	9.8	Agent in Its Individual Capacity 	153
	9.9	Successor Agents 	154
	9.10	Authorization to Release Liens and Guarantees
    	154
	9.11	Agents May File Proofs of Claim 	155
	9.12	Specified Hedge Agreements and Cash Management
    Obligations 	155
	9.13	Joint Bookrunners and Co-Documentation Agents
    	155
	9.14	Certain ERISA Matters 	156
	 	 	 
	SECTION 10.	MISCELLANEOUS 	157
	 	 	 
	10.1	Amendments and Waivers 	157
	10.2	Notices; Electronic Communications 	160
	10.3	No Waiver; Cumulative Remedies 	163
	10.4	Survival of Representations and Warranties 	164
	10.5	Payment of Expenses; Indemnification 	164
	10.6	Successors and Assigns; Participations and Assignments
    	165
	10.7	Adjustments; Set off 	170
	10.8	Counterparts 	171



 






    -iii-


     


    

 


	 	 	Page
	10.9	Severability 	171
	10.10	Integration 	171
	10.11	GOVERNING LAW 	171
	10.12	Submission to Jurisdiction; Waivers 	171
	10.13	Acknowledgments 	172
	10.14	Confidentiality	173
	10.15	Release of Collateral and Guarantee Obligations;
    Subordination of Liens 	174
	10.16	Accounting Changes 	175
	10.17	WAIVERS OF JURY TRIAL 	175
	10.18	USA PATRIOT ACT 	176
	10.19	Effect of Certain Inaccuracies 	176
	10.20	Interest Rate Limitation 	176
	10.21	Payments Set Aside 	176
	10.22	Electronic Execution of Assignments and Certain
    Other Documents 	176
	10.23	Acknowledgement and Consent to Bail-In of EEA
    Financial Institutions 	177
	10.24	Flood Matters 	177



 









    -iv-


     


    

 


SCHEDULES:


 


	1.1A	Pro Forma Adjustments 
	1.1B	Specified Hedge Agreements 
	1.1C	Existing Letters of Credit
	1.1D	Specified Real Properties
	2.1	Commitments
	4.3	Existence; Compliance with Law
	4.4	Consents, Authorizations, Filings and Notices
	4.6	Litigation
	4.8A	Excepted Property
	4.8B	Owned Real Property
	4.14	Subsidiaries
	4.17	UCC Filing Jurisdictions
	6.10	Post Closing Matters 
	7.2(d)	Existing Indebtedness
	7.3(f)	Existing Liens
	7.7	Existing Investments
	7.9	Transactions with Affiliates
	7.12	Existing Negative Pledge Clauses
	7.13	Clauses Restricting Subsidiary Distributions



 


EXHIBITS:


 


	A	Form of Guarantee and Collateral
    Agreement
	B	Form of Compliance Certificate
	C	Form of Closing Certificate
	D	Form of Assignment and Assumption
	E	Form of Affiliate Lender Assignment and Assumption
	F	Form of Exemption Certificate
	G	Form of Solvency Certificate
	H	Form of Joinder Agreement
	I	Form of Prepayment Option Notice
	J-1	Form of Term Loan Note
	J-2	Form of Dollar Revolving Note
	J-3	Form of Multi-Currency Revolving Note 
	K	Form of Intercreditor Agreement
	L-1	Form of Increase Supplement
	L-2	Form of Lender Joinder Agreement



 









    -v-


     


    

 


CREDIT AGREEMENT,
dated as of October 18, 2013, among SCIENTIFIC GAMES INTERNATIONAL, INC., a Delaware corporation (the “Company”
or the “Borrower”), SCIENTIFIC GAMES CORPORATION, a Nevada corporation (“Holdings”), the
several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”),
BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender, JPMORGAN CHASE BANK, N.A.,
as Issuing Lender, and BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., BNP PARIBAS SECURITIES
CORP., FIFTH THIRD BANK, BARCLAYS BANK PLC, RBC CAPITAL MARKETS1, SUNTRUST ROBINSON
HUMPHREY, INC. CREDIT SUISSE LOAN FUNDING LLC, CITIZENS BANK, N.A., MACQUARIE CAPITAL (USA) INC., and GOLDMAN SACHS BANK USA,
as joint lead arrangers and joint bookrunners.


 


The
parties hereto hereby agree as follows:


 


SECTION
1.DEFINITIONS


 


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


 


“2018
Notes”: Holdings’ 8.125% senior subordinated notes due 2018.


 


“2019
Dollar Revolving Commitment”: as to any Dollar Revolving Lender, the obligation of such Lender, if any, to make Dollar
Revolving Loans and participate in Dollar Letters of Credit and Swingline Loans in an aggregate principal and/or face amount not
to exceed the amount set forth under the heading “2019 Dollar Revolving Commitment” opposite such Lender’s name
on Schedule 2 to Amendment No. 5, or, as the case may be, in the Assignment and Assumption, Joinder Agreement or Lender Joinder
Agreement pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to an Extension
Amendment, an Increase Supplement or otherwise pursuant to the terms hereof. The aggregate amount of the 2019 Dollar Revolving
Commitments as of the Amendment No. 5 Effective Date (after giving effect to the Supplemental Revolving Commitment Increases incurred
on or prior to such date) is $199,481,590.46.


 


“2019
Multi-Currency Revolving Commitments”: as to any Multi-Currency Revolving Lender, the obligation of such Lender, if
any, to make Multi-Currency Revolving Loans and participate in Multi-Currency Letters of Credit in an aggregate principal and/or
face amount not to exceed the amount set forth under the heading “2019 Multi-Currency Revolving Commitment” opposite
such Lender’s name on Schedule 2 to Amendment No. 5, or, as the case may be, in the Assignment and Assumption, Joinder Agreement
or Lender Joinder Agreement pursuant to which such Lender became a party hereto, as the same may be changed from time to time
pursuant to an Extension Amendment, an Increase Supplement or otherwise pursuant to the terms hereof. The aggregate amount of
the 2019 Multi-Currency Revolving Commitments, as of the Amendment No. 5 Effective Date (after giving effect to the Supplemental
Revolving Commitment Increases incurred on or prior to such date), is $450,518,409.54.


 


“2020
Notes”: the Borrower’s 6.250% senior subordinated notes due 2020.


 


“2021
Notes”: the Borrower’s 6.625% senior subordinated notes due 2021.


 


“2022
Notes”: the Borrower’s 10.000% senior unsecured notes due 2022.


 





 






		1	RBC
                                         Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada
                                         and its affiliates.



 






    


     


    

 


“2022
Secured Notes”: the Borrower’s 7.000% senior secured notes due 2022.


 


“2025
Secured Notes”: the Borrower’s 5.000% senior secured notes due 2025.


 


“2026
Notes”: the Borrower’s 5.500% senior unsecured notes due 2026.


 


“2026
Secured Notes”: the Borrower’s 3.375% senior secured notes due 2026.


 


“ABR”:
for any day, a rate per annum equal to the highest of (a) the rate of interest in effect for such day as publicly announced from
time to time by Bank of America as its “prime rate,” (b) the Federal Funds Effective Rate in effect on such day plus
1⁄2 of 1% and (c) the Eurocurrency Rate for a one-month interest period beginning on such day (or if such day is not
a Business Day, on the immediately preceding Business Day) plus 1%; provided that, for the avoidance of doubt, the
Eurocurrency Rate for any day shall be based on the rate appearing on the Screen two Business Days prior to such day at approximately
11 A.M., London time, as the Eurocurrency Rate for deposits denominated with a one-month interest period. The “prime rate”
is a rate set by Bank of America based upon various factors including Bank of America’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 prime rate announced by Bank of America shall take effect at the opening of business
on the day specified in the public announcement of such change.


 


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


 


“Accelerated
Revolving Maturity Date”: the date that is 91 days prior to the stated maturity date of (a) the Term B-5 Loans, if,
on such date, any Term B-5 Loans remain outstanding, (b) the 2020 Notes if, on such date, any 2020 Notes remain outstanding, (c)
the 2021 Notes if, on such date, any 2021 Notes remain outstanding or (d) the 2022 Notes if, on such date, any 2022 Notes remain
outstanding; provided that, in each case, if such date is not a Business Day, the Accelerated Revolving Maturity Date shall
be the immediately preceding Business Day; provided  further that, solely with respect to the foregoing clauses
(b), (c) and (d), the Accelerated Revolving Maturity Date shall not apply for any purpose under this Agreement if, on the applicable
date, Holdings and its Restricted Subsidiaries have Liquidity (as defined below) of at least the sum of (x) the outstanding principal
amount of the notes referred to above next maturing (and triggering such Accelerated Revolving Maturity Date) plus (y) $50,000,000.


 


“Accelerated
Term Loan Maturity Date”: the date that is 91 days prior to the stated maturity date of (a) the 2020 Notes if, on such
date, any 2020 Notes remain outstanding, (b) the 2021 Notes if, on such date, any 2021 Notes remain outstanding or (c) the 2022
Notes if, on such date, any 2022 Notes remain outstanding; provided that the Accelerated Term Loan Maturity Date shall
not apply for any purpose under this Agreement if, on the applicable date, Holdings and its Restricted Subsidiaries have Liquidity
(as defined below) of at least the sum of (x) the outstanding principal amount of the notes referred to above next maturing (and
triggering such Accelerated Term Loan Maturity Date) plus (y) $50,000,000. For purposes hereof, “Liquidity” shall
mean, at any time, the sum of (i) all Unrestricted Cash of Holdings and its Restricted Subsidiaries and (ii) the aggregate Available
Revolving Commitments of all Revolving Lenders at such time, provided that, with respect to this clause (ii), the conditions
set forth in Sections 5.2(a) and 5.2(b) shall be satisfied at such time.


 


“Accounting
Changes”: as defined in Section 10.16.


 


“Administrative
Agent”: Bank of America, N.A., as the administrative agent for the Lenders under this Agreement and the other Loan Documents,
together with any of its successors and permitted assigns in such capacity in accordance with Section 9.9.


 






    -2-


     


    

 


“Additional
2022 Secured Notes”: the Borrower’s 7.000% senior secured notes due 2022 issued on the Amendment No. 2 Effective
Date.


 


“Additional
Term B-3 Commitment”: as to any Additional Term B-3 Lender, the obligation of such Additional Term B-3 Lender to make
an Additional Term B-3 Loan to the Borrower in the principal amount to be set forth opposite such Term B-3 Lender’s name
on its signature page to Amendment No. 2. The aggregate principal amount of the Additional Term B-3 Commitments (i) as of the
Amendment No. 2 Effective Date is $543,416,606.97 and (ii) as of the Amendment No. 4 Effective Date is $0.


 


“Additional
Term B-3 Lenders”: as defined in Amendment No. 2.


 


“Additional
Term B-3 Loans”: the term loans made by the Lenders to the Borrower on the Amendment No. 2 Effective Date pursuant to
the Additional Term B-3 Commitment.


 


“Additional
Term B-5 Commitment”: as to any Additional Term B-5 Lender, the obligation of such Additional Term B-5 Lender to make
an Additional Term B-5 Loan to the Borrower in the principal amount to be set forth opposite such Additional Term B-5 Lender’s
name on its signature page to Amendment No. 4. The aggregate principal amount of the Additional Term B-5 Commitments as of the
Amendment No. 4 Effective Date is $1,053,925,516.26.


 


“Additional
Term B-5 Lender”: as defined in Amendment No. 4.


 


“Additional
Term B-5 Loans”: the term loans made by the Lenders to the Borrower pursuant to Section 2.1(c) on the Amendment No.
4 Effective Date pursuant to the Additional Term B-5 Commitment.


 


“Affiliate”:
as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly,
to direct or cause the direction of the management and policies of such Person, in either case whether by contract or otherwise.


 


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


 


“Agents”:
the collective reference to the Collateral Agent and the Administrative Agent, and solely for purposes of Sections 9.14, 10.5,
10.10, 10.13 and 10.14 and the definitions of Cash Management Obligations, Obligations and Specified Hedge Agreement, the Lead
Arrangers, Joint Bookrunners, Co-Syndication Agents and Co-Documentation Agents.


 


“Aggregate
Exposure”: with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount
of such Lender’s Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount
of such Lender’s Term Loans and (ii) the aggregate amount of such Lender’s Revolving Commitments then in effect or,
if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.


 


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


 


“Agreed
Purposes”: as defined in Section 10.14.


 






    -3-


     


    







 


“Agreement”:
this Credit Agreement, as amended, supplemented, waived or otherwise modified from time to time.


 


“Amendment
No. 1”: Amendment No. 1 to this Agreement, dated as of October 1, 2014.


 


“Amendment No. 2”: Amendment
No. 2 to this Agreement, dated as of the Amendment No. 2 Effective Date.


 


“Amendment
No. 2 Effective Date”: February 14, 2017.


 


“Amendment
No. 2 Transactions”: the transactions described in Amendment No. 2, including (a) the Borrower obtaining the Initial
Term B-3 Loans to refinance the Term B-1 Loans and Term B-2 Loans outstanding on the Amendment No. 2 Effective Date, (b) the Borrower
obtaining Additional 2022 Secured Notes in an aggregate principal amount of $1,150,000,000 on the Amendment No. 2 Effective Date,
(c) the repayment of certain Revolving Loans on the Amendment No. 2 Effective Date, (d) the redemption of the 2018 Notes (for
the avoidance of doubt, the redemption of the 2018 Notes with the proceeds of the Additional 2022 Secured Notes will not occur
on the Amendment No. 2 Effective Date), and (e) the payment of all fees, costs and expenses incurred in connection with the transactions
described in the foregoing provisions of this definition (the “Amendment No. 2 Transaction Costs”).


 


“Amendment
No. 2 Transaction Costs”: as defined in the definition of “Amendment No. 2 Transactions.”


 


“Amendment
No. 3”: Amendment No. 3 to this Agreement, dated as of the Amendment No. 3 Effective Date.


 


“Amendment
No. 3 Effective Date”: August 14, 2017.


 


“Amendment
No. 3 Transactions”: the transactions described in Amendment No. 3, including (a) the Borrower obtaining the Initial
Term B-4 Loans to refinance the Term B-3 Loans outstanding on the Amendment No. 3 Effective Date and (b) the payment of all fees,
costs and expenses incurred in connection with the transactions described in the foregoing provision of this definition (the “Amendment
No. 3 Transaction Costs”).


 


“Amendment
No. 3 Transaction Costs”: as defined in the definition of “Amendment No. 3 Transactions.”


 


“Amendment
No. 4”: Amendment No. 4 to this Agreement, dated as of the Amendment No. 4 Effective Date.


 


“Amendment
No. 4 Effective Date”: February 14, 2018.


 


“Amendment
No. 4 Secured Notes”: the Borrower’s senior secured notes incurred concurrently with the Amendment No. 4 Effective
Date, comprised of (i) 2025 Secured Notes in an aggregate principal amount of $900,000,000 and (ii) 2026 Secured Notes in an aggregate
principal amount of


€325,000,000.


 


“Amendment
No. 4 Transactions”: the transactions described in Amendment No. 4, including (a) 
the Borrower obtaining the Initial Term B-5 Loans, including additional Initial Term B-5 Loans in an aggregate principal
amount of $900,000,000, to, among others, refinance the Term B-4 Loans and a portion of the 2022 Secured Notes, in each case,
outstanding immediately prior to the Amendment No. 4


 






    -4-


     


    

 


Effective Date, (b) the Borrower obtaining
a Supplemental Revolving Commitment Increase in an aggregate principal amount of $23,999,999.99, (c) the Borrower obtaining on
the Amendment No. 4 Effective Date (i) additional 2025 Secured Notes in an aggregate principal amount of $900,000,000, (ii) 2026
Secured Notes in an aggregate principal amount of €325,000,000, and (iv) 2026 Notes in an aggregate principal amount of
 €250,000,000, (d) the repayment of certain Revolving Loans on the Amendment No. 4 Effective Date, (e) the redemption of
the 2022 Secured Notes (for the avoidance of doubt, the redemption of the 2022 Secured Notes will not occur on the Amendment No.
4 Effective Date, but will occur on or prior to March 2, 2018) and (f) the payment of all fees, costs and expenses incurred in
connection with the transactions described in the foregoing provision of this definition (the “Amendment No. 4 Transaction
Costs”).


 


“Amendment
No. 4 Transaction Costs”: as defined in the definition of “Amendment No. 4 Transactions.”


 


“Amendment
No. 5”: Amendment No. 5 to this Agreement, dated as of the Amendment No. 5 Effective Date.


 


“Amendment
No. 5 Effective Date”: November 20, 2019.


 


“Amendment
No. 6”: Amendment No. 6 to this Agreement, dated as of the Amendment No. 6 Effective Date.


 


“Amendment
No. 6 Effective Date”: May 8, 2020.


 


“Annual Operating Budget”: as defined in Section 6.2(c).


 


“Anticipated
Cure Deadline”: as defined in Section 8.2(a).


 


“Applicable
Margin” or “Applicable Commitment Fee Rate”: for any day, with respect to (i) the Loans under the
Revolving Facilities and the commitment fee payable hereunder, the applicable rate per annum determined pursuant to the Pricing
Grid and (ii) the Loans under the Term Loan Facility, in the case of the Applicable Margin, 1.75% with respect to Initial Term
B-5 Loans that are ABR Loans and 2.75% with respect to Initial Term B-5 Loans that are Eurocurrency Loans; provided that
from the Closing Date until the delivery of the financial statements for the first full fiscal quarter ending after the Closing
Date, (a) the Applicable Margin shall be 2.00% with respect to Loans under the Revolving Facilities that are ABR Loans and 3.00%
with respect to Loans under the Revolving Facilities that are Eurocurrency Loans and (b) the Applicable Commitment Fee Rate shall
be 0.50%.


 


“Applicable
Period”: as defined in Section 10.19.


 


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


 


“Approved
Fund”: as defined in Section 10.6(b).


 


“Asset
Sale”: any Disposition of Property or series of related Dispositions of Property by Holdings or any of its Restricted
Subsidiaries not in the ordinary course of business (a) under Section 7.5(e), (p), (v) or (w) or (b) not otherwise permitted under
Section 7.5, in each case, which yields Net Cash Proceeds in excess of $7,500,000.


 


“Assignee”:
as defined in Section 10.6(b).


 






    -5-


     


    







 


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


 


“Available
Amount”: as at any date, the sum of, without duplication:


 


(a)             the aggregate cumulative amount, not less than zero, of 100% of Excess Cash Flow minus the Excess Cash Flow Application
Amount for each fiscal year beginning with the fiscal year ending December 31, 2014;


 


(b)            
the Net Cash Proceeds received after the Closing Date and on or prior to such date from any Equity Issuance by, or capital
contribution to, the Borrower (which is not Disqualified Capital Stock), other than Cure Amounts and other than any issuance in
connection with an Investment pursuant to Section 7.7(aa);


 


(c)            
the aggregate amount of proceeds received after the Closing Date and on or prior to such date that (i) would have constituted
Net Cash Proceeds pursuant to clause (a) of the definition of “Net Cash Proceeds” except for the operation of any
of (A) the Dollar threshold set forth in the definition of “Asset Sale” and (B) the Dollar threshold set forth in
the definition of “Recovery Event” or (ii) constitutes Declined Proceeds;


 


(d)            
the aggregate principal amount of any Indebtedness or Disqualified Capital Stock of Holdings or any Restricted Subsidiary
issued after the Closing Date (other than Indebtedness or Disqualified Capital Stock issued to a Restricted Subsidiary), which
has been extinguished after being converted into or exchanged for Capital Stock (other than Disqualified Capital Stock) of Holdings
or any Parent Company;


 


(e)            
the amount received by Holdings or any Restricted Subsidiary in cash (and the Fair Market Value of Property other than
cash received by Holdings or any Restricted Subsidiary) after the Closing Date from any dividend, other distribution or return
of capital by an Unrestricted Subsidiary;


 


(f)             
in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated
or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, Holdings or any Restricted Subsidiary,
the Fair Market Value of the Investments of Holdings or any Restricted Subsidiary in such Unrestricted Subsidiary at the time
of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable);


 


(g)            
an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments,
income and similar amounts) actually received in cash or Cash Equivalents by Holdings or any Restricted Subsidiary in respect
of any Investments made pursuant to Section 7.7(h)(C), Section 7.7(h)(D), Section 7.7(v)(ii), Section 7.7(v)(iii), Section 7.7(z)(ii)(C)
or Section 7.7(z)(ii)(D); and


 


(h)            
the aggregate amount actually received in cash and Cash Equivalents by Holdings or any Restricted Subsidiary in connection
with the sale, transfer or other disposition of its ownership interest in any joint venture that is not a Subsidiary or in any
Unrestricted Subsidiary, in each case, to the extent of the Investment in such joint venture or Unrestricted Subsidiary;


 






    -6-


     


    


 


minus, the sum of:


 


(a)               
the amount of Restricted Payments made after the Closing Date pursuant to Section 7.6(b)(ii);


 


(b)               
the amount of any Investments made after the Closing Date pursuant to Section 7.7(h)(D), Section 7.7(v)(iii) or Section
7.7(z)(ii)(D); and


 


(c)               
the amount of prepayments of Junior Financing or Existing Notes Financing made after the Closing Date pursuant to Section
7.8(i)(B).


 


“Available Dollar Revolving
Commitment”: as to any Dollar Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s
Dollar Revolving Commitment then in effect (including any New Loan Commitments which are Dollar Revolving Commitments) over
(b) such Lender’s Dollar Revolving Extensions of Credit then outstanding.


 


“Available Multi-Currency
Revolving Commitment”: as to any Multi-Currency Revolving Lender at any time, an amount equal to the excess, if any,
of (a) such Lender’s Multi-Currency Revolving Commitment then in effect (including any New Loan Commitments which are Multi-Currency
Revolving Commitments) over (b) such Lender’s Multi-Currency Revolving Extensions of Credit then outstanding.


 


“Available Revolving Commitment”:
the collective reference to the Available Dollar Revolving Commitment and the Available Multi-Currency Revolving Commitment.


 


“Bail-In Action”:
the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of
an EEA Financial Institution.


 


“Bail-In Legislation”:
with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council
of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.


 


“Bally Acquisition and Amendment Effectiveness
Date”: as defined in Amendment No. 1.


 


“Bally Acquisition Date”: the date of consummation of the Bally
Merger.


 


“Bally Commitment Letter”:
the commitment letter, dated as of August 1, 2014, among Holdings, the Borrower and the Lead Arrangers (as amended, restated or
otherwise supplemented from time to time).


 


“Bally Material Adverse
Effect”: any change, effect, development or circumstance which, individually or in the aggregate, has resulted in or
would reasonably be expected to result in a material adverse effect on the business, assets, liabilities, condition (financial
or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however,
that changes, effects, developments or circumstances to the extent resulting from, directly or indirectly, the following shall
be excluded from the determination of Bally Material Adverse Effect: (i) any change, effect, development or circumstance in any
of the industries or markets in which the Company or its Subsidiaries operate; (ii) any change in any Law or GAAP (or changes in
interpretations or enforcement of any Law or GAAP) applicable to the Company or any of its Subsidiaries or any of their respective
properties or assets; (iii) changes in general economic, regulatory or political conditions or the financial, credit or securities
markets in general (including changes in interest or exchange rates, stock, bond and/or





 






    -7-


     


    

 


debt prices); (iv) any acts of God, natural
disasters, earthquakes, hurricanes, terrorism, armed hostilities, war or any escalation or worsening thereof; (v) the
negotiation, execution, announcement or consummation of the Bally Merger Agreement or the transactions contemplated thereby
(including the impact of any of the foregoing on relationships with customers (including order volumes), suppliers,
licensors, employees (including employee attrition) or regulators (including any Gaming Authority)), and any Proceeding
arising therefrom or in connection therewith (provided that the provisions of this clause (v)  shall
not apply to the representations and warranties set forth in Section 4.4 of the Bally Merger Agreement); (vi) any action
taken as expressly permitted or required by the Bally Merger Agreement (it being understood and agreed that actions taken by
the Company or its Subsidiaries pursuant to its obligations under Section 6.1 of the Bally Merger Agreement to conduct its
business shall not be excluded in determining whether a Bally Material Adverse Effect has occurred) or any action taken at
the written direction of Parent or Merger Sub; (vii) any changes in the market price or trading volume of the Company Common
Stock, any changes in credit ratings or any failure (in and of itself) by the Company or its Subsidiaries to meet internal,
analysts’ or other earnings estimates, budgets, plans, forecasts or financial projections of its revenues, earnings or
other financial performance or results of operations (but not excluding any change, effect, development or circumstance
giving rise to any such change or failure to the extent such change, effect, development or circumstance is not otherwise
excluded pursuant to this definition); (viii) changes, effects, developments or circumstances to the extent arising from or
relating to the identity of Parent or Merger Sub or Parent’s ability to obtain the Gaming Approvals; or (ix) any matter
disclosed in the Company Disclosure Letter to the extent reasonably foreseeable from the face of such disclosure; but only to
the extent, in the case of clauses (i), (ii), (iii) or (iv), such change, effect, development or circumstance does not
disproportionately impact the Company and its Subsidiaries, taken as a whole, relative to other companies in the industries
in which the Company or its Subsidiaries operate. Capitalized terms used in this definition (other than “Bally Merger
Agreement” and “Bally Material Adverse Effect”) shall have the meanings set forth in the Bally Merger
Agreement.


 


“Bally Merger”:
the merger of Scientific Games Nevada, Inc. with and into Bally Target pursuant to, and as contemplated by, the Bally Merger Agreement.


 


“Bally Merger Agreement”:
the Agreement and Plan of Merger, dated as of August 1, 2014, by and among, Holdings, Scientific Games Nevada, Inc., the Borrower
and Bally Target.


 


“Bally Refinancing”:
the repayment of Indebtedness under and termination of the Existing Bally Credit Agreement on the Bally Acquisition Date.


 


“Bally Target”: Bally Technologies,
Inc., a Nevada corporation.


 


“Bally Transaction Costs”: as defined
in the definition of “Bally Transactions.”


 


“Bally
Transactions”: the consummation of the Bally Merger in accordance with the terms of the Bally Merger Agreement and the
other transactions described therein, together with each of the following transactions consummated or to be consummated in connection
therewith:


 


(a)               
the borrowing by the Borrower of the Initial Term B-2 Loans and, if applicable, Revolving Loans to consummate the Bally
Transactions;


 


(b)               
the issuance by the New Notes Issuer of senior secured (or, at the option of the New Notes Issuer, unsecured) notes pursuant
to a private placement under Rule 144A or other private placement (the “New Secured Notes” and, together with
the New Unsecured Notes, the “New Notes”) yielding up to $750 million in gross cash proceeds; provided
that (x) to the extent the aggregate principal amount of Term B-2 Loans made to consummate the Bally Transactions





 






    -8-


     


    

 


is greater than $1,735 million, the total aggregate
amount of New Secured Notes shall be reduced by such difference and (y) to the extent the aggregate principal amount of Term B-2
Loans made to consummate the Bally Transactions is less than $1,735 million, the total aggregate amount of New Secured Notes shall
be increased by such difference; provided, further, that the maturity of the New Secured Notes shall not be shorter
than the maturity of the Term B-2 Loans, and the amount of any variation in principal amounts referred to in the above proviso
shall be agreed to between the Borrower and the Lead Arrangers;


 


(c)               
the issuance by the New Notes Issuer of senior unsecured notes pursuant to a private placement under Rule 144A or other
private placement yielding up to $2,700 million in gross cash proceeds from the issuance of unsecured notes in one or more tranches
so long as such notes do not have a maturity shorter than the maturity of the Term B-2 Loans (the “New Unsecured Notes”);


 



(d)                the occurrence of the Bally
Refinancing; and




 


(e)               
the payment of all fees, costs and expenses incurred in connection with the transactions described in the foregoing provisions
of this definition (the “Bally Transaction Costs”).


 


“Base Available Amount”: $50,000,000
minus, the sum of:


 


(a)               
the amount of Restricted Payments made after the Closing Date pursuant to Section 7.6(b)(i);


 


(b)               
the amount of any Investments made after the Closing Date pursuant to Section 7.7(h)(C), Section 7.7(v)(ii) or Section 7.7(z)(ii)(C);
and


 


(c)               
the amount of prepayments of Junior Financing or Existing Notes Financing made after the Closing Date pursuant to Section
7.8(i)(A).


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise
for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.


 


“Benefited Lender”: as defined in
Section 10.7(a).


 


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


 


“Board of Directors”:
(a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on
behalf of such board; (b) with respect to a partnership, the board of directors of the general partner of the partnership, or any
committee thereof duly authorized to act on behalf of such board or the board or committee of any Person serving a similar function;
(c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members
thereof or any Person or Persons serving a similar function; and (d) with respect to any other Person, the board or committee of
such Person serving a similar function.


 


“Borrower”: as defined in the preamble
hereto.





 






    -9-


     


    

 


“Borrower Materials”: as defined
in Section 10.2(c).


 


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


 


“Borrowing Minimum”: (a) in the
case of a Revolving Loan denominated in Dollars, $1,000,000, (b) in the case of a Revolving Loan denominated in Euro, €1,000,000,
(c) in the case of a Revolving Loan denominated in Pounds, £500,000 and (d) in the case of a Revolving Loan denominated
in any other Permitted Foreign Currency, such roughly equivalent amount in such Permitted Foreign Currency as may be reasonably
specified by the Administrative Agent.


 


“Borrowing Multiple”: (a) in the
case of a Revolving Loan denominated in Dollars, $500,000, (b) 
in the case of a Revolving Loan denominated in Euro, €500,000, (c) in the case of a Revolving Loan denominated in
Pounds, £250,000 and (d) in the case of a Revolving Loan denominated in any other Permitted Foreign Currency, such roughly
equivalent amount in such Permitted Foreign Currency as may be reasonably specified by the Administrative Agent.


 


“Business”:
the business activities and operations of Holdings and/or its Subsidiaries on the Closing Date, after giving effect to the Transactions
and, the business activities and operations of Holdings and/or its Subsidiaries on the Bally Acquisition Date, after giving effect
to the Bally Transactions.


 


“Business Day”:
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 with respect to Obligations denominated in Dollars is
located and:


 


(a)               
if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in Dollars, any fundings, disbursements,
settlements and payments in Dollars in respect of any such Eurocurrency Loan, or any other dealings in Dollars to be carried out
pursuant to this Agreement in respect of any such Eurocurrency Loan, means any such day that is also a London Banking Day;


 


(b)               
if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in Euro, any fundings, disbursements,
settlements and payments in Euro in respect of any such Eurocurrency Loan, or any other dealings in Euro to be carried out pursuant
to this Agreement in respect of any such Eurocurrency Loan, means a TARGET Day;


 


(c)               
if such day relates to any interest rate settings as to a Eurocurrency 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 Eurocurrency 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 Eurocurrency 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.


 


“Calculation Date”: as defined in
Section 1.3(a).





 






    -10-


     


    

 


“Capital Expenditures”:
for any period, with respect to any Person, the aggregate of all cash expenditures by such Person for the acquisition or leasing
(pursuant to a lease under which obligations are Capital Lease Obligations but excluding any amount representing capitalized interest)
of fixed or capital assets, computer software or additions to equipment (including replacements, capitalized repairs and improvements
during such period) which are required to be capitalized under GAAP on a balance sheet of such Person, and deferred installation
costs, and including wagering systems expenditures and other intangible assets and intellectual property and software development
expenditures; provided that in any event the term “Capital Expenditures” shall exclude: (i) any Permitted Acquisition
and any other Investment permitted hereunder; (ii) any expenditures to the extent financed with any Reinvestment Deferred Amount
or the proceeds of any Disposition or Recovery Event that are not required to be applied to prepay Term Loans; (iii) expenditures
for leasehold improvements for which such Person is reimbursed in cash or receives a credit; (iv) capital expenditures to the extent
they are made with the proceeds of equity contributions (other than in respect of Disqualified Capital Stock) made to the Borrower
after the Closing Date; (v) capitalized interest in respect of operating or capital leases; (vi) the book value of any asset owned
to the extent such book value is included as a capital expenditure as a result of reusing or beginning to reuse such asset during
such period without a corresponding expenditure actually having been made in such period; and (vii) any non-cash amounts reflected
as additions to property, plant or equipment on such Person’s consolidated balance sheet.


 


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


 


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


 


“Cash Equivalents”:


 


(a)               
direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United
States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United
States of America), in each case maturing within 18 months from the date of acquisition thereof;


 


(b)               
certificates of deposit, time deposits and eurodollar time deposits with maturities of 18 months or less from the date of
acquisition, bankers’ acceptances with maturities not exceeding 18 months and overnight bank deposits, in each case, with
any domestic commercial bank having capital and surplus in excess of $250,000,000;


 


(c)               
repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses
(a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above;


 


(d)               
commercial paper having a rating of at least A-1 from S&P or P-1 from Moody’s (or, if at any time neither Moody’s
nor S&P shall be rating such obligations, an equivalent rating from another rating agency) and maturing within 18 months after
the date of acquisition and





 






    -11-


     


    

 


Indebtedness and preferred stock issued by Persons
with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 18
months or less from the date of acquisition;


 


(e)               
readily marketable direct obligations issued by or directly and fully guaranteed or insured by any state of the United States
or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P
with maturities of 18 months or less from the date of acquisition;


 


(f)                
marketable short-term money market and similar securities having a rating of at least P-1 or A-1 from Moody’s or S&P,
respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from
another rating agency) and in each case maturing within 18 months after the date of creation or acquisition thereof;


 


(g)               
Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AA- (or
the equivalent thereof) or better by S&P or Aa3 (or the equivalent thereof) or better by Moody’s;


 


(h)               
(x) such local currencies in those countries in which Holdings and its Restricted Subsidiaries transact business from time
to time in the ordinary course of business and (y) investments of comparable tenor and credit quality to those described in the
foregoing clauses (a) through (g) or otherwise customarily utilized in countries in which Holdings and its Restricted Subsidiaries
operate for short term cash management purposes; and


 


(i)                
Investments in funds which invest substantially all of their assets in Cash Equivalents of the kinds described in clauses
(a) through (h) of this definition.


 


“Cash Management Obligations”:
obligations owed by any Loan Party to a Person who, as of the time of incurrence of such obligations (or, in the case of any such
obligations in existence on the Closing Date or the Bally Acquisition Date, within 30 days after such date), is the Administrative
Agent, any other Agent, any Lender or any Affiliate of the Administrative Agent, any other Agent or a Lender, in respect of any
overdraft and related liabilities arising from treasury, depository and cash management services, credit or debit card, or any
automated clearing house transfers of funds.


 


“Certificated Security”: as
defined in the Guarantee and Collateral Agreement.


 


“Change of Control”: as defined in Section 8.1(j).


 


“Charges”: as defined in Section
10.20.


 


“Chattel Paper”: as defined
in the Guarantee and Collateral Agreement.


 


“Closing Date”: October 18, 2013.


 


“Code”: the Internal
Revenue Code of 1986, as amended from time to time (unless otherwise indicated).


 


“Co-Documentation Agents”:
Fifth Third Bank, HSBC Securities (USA) Inc. and PNC Capital Markets LLC, each in its capacity as co-documentation agent.


 


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





 






    -12-


     


    

 


“Collateral Agent”:
Bank of America, N.A., in its capacity as collateral agent for the Secured Parties under the Security Documents and any of its
successors and permitted assigns in such capacity in accordance with Section 9.9.


 


“Colombia Matter”:
the proceedings pending in Colombia between, among others, the Borrower, Empresa Colombiana de Recoursos para la Salud, S.A., a
Colombian governmental agency and/or any successor Person, as further disclosed in Holdings’ Form 10-K filed with the SEC
for the fiscal year ended December 31, 2015 (or other proceedings to the extent arising out of or relating to the events or circumstances
giving rise to such pending proceedings).


 


“Commitment”:
as to any Lender, the sum of the Revolving Commitments, the Extended Revolving Commitments and the New Loan Commitments (in each
case, if any) of such Lender.


 


“Committed Reinvestment
Amount”: as defined in the definition of “Reinvestment Prepayment Amount.”


 


“Commodity Exchange Act”:
the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.


 


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


 


“Commonly Controlled Plan”:
as defined in Section 4.12(b).


 


“Company”: as defined in the preamble hereto.


 


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


 


“Confidential Information”: as defined
in Section 10.14.


 


“Consolidated
Current Assets”: at any date, all amounts (other than (a) cash and Cash Equivalents, (b) deferred financing fees
and (c) deferred taxes, so long as such items described in clauses (b) and
(c) are not cash items) that would, in conformity with GAAP, be set forth opposite the caption “total current
assets” (or any like caption) on a consolidated balance sheet of Holdings and its Restricted Subsidiaries at such
date.


 


“Consolidated Current
Liabilities”: at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total
current liabilities” (or any like caption) on a consolidated balance sheet of Holdings and its Restricted Subsidiaries at
such date, but excluding (a) the current portion of any Indebtedness of Holdings and its Restricted Subsidiaries, (b) without duplication,
all Indebtedness consisting of Loans or L/C Obligations, to the extent otherwise included therein, (c) amounts for deferred taxes
and non-cash tax reserves accounted for pursuant to FASB Interpretation No. 48, and (d) any equity compensation related liability.


 


“Consolidated EBITDA”:
of any Person for any period, Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus,
without duplication and, if applicable, except with respect to clauses (i), (j), (p) and (s) of this definition, to the extent
deducted in calculating such Consolidated Net Income for such period, the sum of:





 






    -13-


     


    

 


(a)               
 provisions for taxes based on income (or similar taxes in lieu of income taxes), profits, capital (or equivalents), including
federal, foreign, state, local, franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such period;


 


(b)               
Consolidated Net Interest Expense and, to the extent not reflected in such Consolidated Net Interest Expense, any net losses
on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, amortization
or write-off of debt discount and debt issuance costs and commissions, premiums, discounts and other fees and charges associated
with Indebtedness (including commitment, letter of credit and administrative fees and charges with respect to the Facilities);


 


(c)               
depreciation and amortization expense and impairment charges (including deferred financing fees, capitalized software expenditures,
intangibles (including goodwill), organization costs and amortization of unrecognized prior service costs, and actuarial gains
and losses related to pensions, and other post-employment benefits);


 


(d)               
any extraordinary, unusual or non-recurring charges, expenses or losses (including (x) losses on sales of assets outside
of the ordinary course of business and restructuring and integration costs or reserves, including any severance costs, costs associated
with office and facility openings, closings and consolidations, relocation costs and other non-recurring business optimization
expenses and legal and settlement costs, and (y) any expenses in connection with the Transactions and the Bally Transactions);


 


(e)               
any other non-cash charges, expenses or losses, including write-offs and write-downs and any non-cash cost related to the
termination of any employee pension benefit plan (including, without limitation, defined benefit pension plans or deferred compensation
agreements) (except to the extent such charges, expenses or losses represent an accrual of or reserve for cash expenses in any
future period or an amortization of a prepaid cash expense paid in a prior period);


 


 (f)                 non-cash stock-based and other equity-based compensation expenses;




 


(g)               
transaction costs, fees, losses and expenses (in each case whether or not any transaction is actually consummated) (including
Transaction Costs, Bally Transaction Costs, Amendment No. 2 Transaction Costs, Amendment No. 3 Transaction Costs, Amendment No.
4 Transaction Costs and including those with respect to any amendments or waivers of the Loan Documents, and those payable in connection
with the sale of Capital Stock, recapitalization, the incurrence of Indebtedness permitted by Section 7.2, transactions permitted
by Section 7.4, Dispositions permitted by Section 7.5, or any Permitted Acquisition or other Investment permitted by Section 7.7);


 


(h)               
all management, monitoring, consulting and advisory fees, and due diligence expense and other transaction fees and expenses
and related expenses paid (or any accruals related to such fees or related expenses) (including by means of a dividend) during
such period;


 


(i)                
proceeds from any business interruption insurance (to the extent not reflected as revenue or income in such statement of
such Consolidated Net Income);


 


(j)                
the amount of expected cost savings and other operating improvements and synergies reasonably identifiable and reasonably
supportable (as determined by Holdings or any Restricted Subsidiary in good faith) to be realized as a result of the Transactions,
the Bally





 






    -14-


     


    

 


Transactions, any acquisition or Disposition (including
the termination or discontinuance of activities constituting such business), any Investment, operating improvements, restructurings,
cost savings initiatives, operational change or similar initiatives or transactions taken or committed to be taken during such
period (in each case calculated on a pro forma basis as though such cost savings and other operating improvements and synergies
had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such
actions to the extent already included in the Consolidated Net Income for such period, provided that (i) (A) such cost savings,
operating improvements and synergies are reasonably anticipated to result from such actions, (B) such actions have been taken,
or have been committed to be taken and the benefits resulting therefrom are anticipated by the Borrower to be realized within 12
months and (C) amounts added to Consolidated EBITDA pursuant to this clause (j), shall not in the aggregate exceed 25% of Consolidated
EBITDA (determined prior to giving effect to such amounts) in any four consecutive fiscal quarter period and (ii) no cost savings
shall be added pursuant to this clause (j) to the extent already included in clause (d) above with respect to such period;


 


(k)               
earn-out, contingent compensation and similar obligations incurred in connection with any acquisition or other investment
and paid (if not previously accrued) or accrued;


 


(l)                
charges, losses, lost profits, expenses or write-offs to the extent indemnified or insured by a third party, including expenses
covered by indemnification provisions in any Qualified Contract or any agreement in connection with the Transactions, the Bally
Transactions, a Permitted Acquisition or any other acquisition or Investment permitted by Section 7.7, in each case, to the extent
that coverage has not been denied (other than any such denial that is being contested by Holdings and/or its Restricted Subsidiaries
in good faith) and so long as such amounts are actually reimbursed to such Person and its Restricted Subsidiaries in cash within
one year after the related amount is first added to Consolidated EBITDA pursuant to this clause (l) (and to the extent not so reimbursed
within one year, such amount not reimbursed shall be deducted from Consolidated EBITDA during the next measurement period); it
being understood that such amount may subsequently be included in Consolidated EBITDA in a measurement period to the extent of
amounts actually reimbursed);


 


(m)              
net realized losses relating to amounts denominated in foreign currencies resulting from the application of FASB ASC 830
(including net realized losses from exchange rate fluctuations on intercompany balances and balance sheet items, net of realized
gains from related Hedge Agreements);


 


(n)               
costs of surety bonds of such Person and its Restricted Subsidiaries in connection with financing activities,


 


(o)               
costs associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated in connection therewith;


 


(p)               
the pro forma adjustments described on Schedule 1.1A (as updated pursuant to Amendment No. 1 on the Bally Acquisition and
Amendment Effectiveness Date);


 


(q)               
costs, charges, accruals, reserves or expenses attributable to cost savings initiatives, operating expense reductions, transition,
opening and pre-opening expenses, business optimization, management changes, restructurings and integrations (including inventory
optimization programs, software and other intellectual property development costs, costs related





 






    -15-


     


    

 


to the closure or consolidation of facilities and
curtailments, costs related to entry into new markets, consulting fees, signing costs, retention or completion bonuses, relocation
expenses, severance payments, and modifications to pension and post-retirement employee benefit plans, new systems design and implementation
costs and project startup costs) or other fees relating to any of the foregoing;


 


(r)                
(i) any net loss resulting in such period from Hedge Agreements and the application of FASB ASC Topic 815, (ii) any net
loss resulting in such period from currency translation losses related to currency remeasurements of Indebtedness and (iii) the
amount of loss resulting in such period from a sale of receivables, payment intangibles and related assets in connection with a
receivables financing;


 


(s)                
cash receipts (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated EBITDA in any
period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant
to the below for any previous period and not added back;


 


(t)                
to the extent treated as an expense in the period paid or incurred, any Specified Concession Obligations paid or incurred
in such period; and


 


(u)               
charges not to exceed $8,000,000 in respect of liabilities of Northstar Lottery Group, LLC, as disclosed in Holdings’
quarterly report for the fiscal quarter ending June 30, 2014;


 


minus, to the extent reflected as income or
a gain in the statement of such Consolidated Net Income for such period, the sum, without duplication, of:


 


(a)               
any extraordinary, unusual or non-recurring income or gains (including gains on the sales of assets outside of the ordinary
course of business);


 


(b)               
any other non-cash income or gains (other than the accrual of revenue in the ordinary course), but excluding any such items
(i) in respect of which cash was received in a prior period or will be received in a future period or (ii) which represent the
reversal in such period of any accrual of, or reserve for, anticipated cash charges in any prior period where such accrual or reserve
is no longer required, all as determined on a consolidated basis;


 


(c)               
gains realized and income accrued in connection with the effect of currency and exchange rate fluctuations on intercompany
balances and other balance sheet items;


 


(d)               
the amount of cash received in such period in respect of any non-cash income or gain in a prior period (to the extent such
non-cash income or gain previously increased Consolidated Net Income in a prior period);


 


(e)               
net realized gains relating to amounts denominated in foreign currencies resulting from the application of FASB ASC 830
(including net realized gains from exchange rate fluctuations on intercompany balances and balance sheet items, net of realized
losses from related Hedge Agreements); and


 


(f)                
(i) any net gain resulting in such period from Hedge Agreements and the application of FASB ASC Topic 815, (ii) any net
gain resulting in such period from currency translation gains related to currency remeasurements of Indebtedness and (iii) the
amount of gain





 






    -16-


     


    

 


resulting in such period from a sale of receivables,
payment intangibles and related assets in connection with a receivables financing;


 


provided that for purposes of calculating
Consolidated EBITDA of Holdings and its Restricted Subsidiaries for any period, (A) the Consolidated EBITDA of any Person or Properties
constituting a division or line of business of any business entity, division or line of business, in each case, acquired by Holdings,
the Borrower or any of the Restricted Subsidiaries during such period and assuming any synergies, cost savings and other operating
improvements to the extent determined by the Borrower in good faith to be reasonably anticipated to be realizable within 12 months
following such acquisition, or of any Subsidiary designated as a Restricted Subsidiary during such period, shall be included on
a pro forma basis for such period (but assuming the consummation of such acquisition or such designation, as the case may
be, occurred on the first day of such period) and (B) the Consolidated EBITDA of any Person or Properties constituting a division
or line of business of any business entity, division or line of business, in each case, Disposed of by Holdings, the Borrower
or any of the Restricted Subsidiaries during such period, or of any Subsidiary designated as an Unrestricted Subsidiary during
such period, shall be excluded for such period (assuming the consummation of such Disposition or such designation, as the case
may be, occurred on the first day of such period). With respect to each joint venture or minority investee of Holdings or any
of its Restricted Subsidiaries, for purposes of calculating Consolidated EBITDA, the amount of EBITDA (calculated in accordance
with this definition) attributable to such joint venture or minority investee, as applicable, that shall be counted for such purposes
(without duplication of amounts already included in Consolidated Net Income) shall equal the product of (x) Holdings’ or
such Restricted Subsidiary’s direct and/or indirect percentage ownership of such joint venture or minority investee and
(y) the EBITDA (calculated in accordance with this definition) of such joint venture or minority investee. Unless otherwise qualified,
all references to “Consolidated EBITDA” in this Agreement shall refer to Consolidated EBITDA of Holdings. Consolidated
EBITDA shall be deemed to be $144,911,000 for the fiscal quarter ended December 31, 2012, $140,883,000 for the fiscal quarter
ended March 31, 2013, and $165,203,000 for the fiscal quarter ended June 30, 2013.


 


“Consolidated Group”: as defined
in Section 7.6(c).


 


“Consolidated Net
First Lien Leverage”: at any date, (a) the aggregate principal amount of all senior first-lien secured Funded Debt of
Holdings and its Restricted Subsidiaries on such date, minus (b) Unrestricted Cash on such date (not to exceed $250,000,000);
provided, however, that solely for purposes of testing actual compliance with the financial covenant contained in
Section 7.1(a), clause (b) above shall instead be (i) Unrestricted Cash on such date (not to exceed $150,000,000) plus (ii)
Debt Redemption Cash on such date in excess of amounts included in clause (b)(i) (if any) (provided that, for the avoidance
of doubt, the senior first-lien secured Funded Debt to be repaid, redeemed or otherwise satisfied and discharged with such Debt
Redemption Cash shall be deemed outstanding for purposes of clause (a) above).


 


“Consolidated Net First
Lien Leverage Ratio”: as of any date of determination, the ratio of (a) Consolidated Net First Lien Leverage on such
date to (b) Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period.


 


“Consolidated Net Income”:
of any Person for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP; provided that in calculating Consolidated Net Income of Holdings
and its consolidated Restricted Subsidiaries for any period, there shall be excluded (a) the income (or loss) of any Person accrued
prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with Holdings or any of its Restricted Subsidiaries,
(b) the income (or loss) of any Person (other than a





 






    -17-


     


    

 


Restricted Subsidiary) in which Holdings or any
of its Restricted Subsidiaries has an ownership interest (including any joint venture), except to the extent of dividends, return
of capital or similar distributions actually received by Holdings or such Restricted Subsidiary (which dividends, return of capital
and distributions shall be included in the calculation of Consolidated Net Income) (c)(x) any net unrealized gains and losses resulting
from fair value accounting required by FASB ASC 815 (including as a result of the mark-to-market of obligations of Hedge Agreements
and other derivative instruments) and (y) any net unrealized gains and losses relating to mark-to-market of amounts denominated
in foreign currencies resulting from the application of FASB ASC 830 (including net unrealized gain and losses from exchange rate
fluctuations on intercompany balances and balance sheet items), and (d) any income (loss) for such period attributable to the early
extinguishment of Indebtedness. Unless otherwise qualified, all references to “Consolidated Net Income” in this Agreement
shall refer to Consolidated Net Income of Holdings. Notwithstanding the foregoing, for purposes of calculating Excess Cash Flow,
Consolidated Net Income shall not include (i) extraordinary items for such period and (ii) the cumulative effect of a change in
accounting principles during such period.


 


“Consolidated Net Interest
Expense”: of any Person for any period, (a) the sum of (i) total cash interest expense (including that attributable to
Capital Lease Obligations) of such Person and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness
of such Person and its Restricted Subsidiaries plus (ii) all cash dividend payments (excluding items eliminated in consolidation)
on any series of Disqualified Capital Stock of such Person made during such period, minus (b) the sum of (i) total cash
interest income of such Person and its Restricted Subsidiaries for such period (excluding any interest income earned on receivables
due from customers), in each case determined in accordance with GAAP plus (ii) any one time financing fees (to the extent
included in such Person’s consolidated interest expense for such period), including, with respect to the Borrower, those
paid in connection with the Loan Documents or in connection with any amendment thereof. Unless otherwise qualified, all references
to “Consolidated Net Interest Expense” in this Agreement shall refer to Consolidated Net Interest Expense of
Holdings.


 


“Consolidated Net
Total Leverage”: at any date, (a) the aggregate principal amount of all Funded Debt of Holdings and its Restricted Subsidiaries
on such date, minus (b) Unrestricted Cash on such date (not to exceed $250,000,000), in each case determined on a consolidated
basis in accordance with GAAP.


 


“Consolidated Net
Total Leverage Ratio”: as of any date of determination, the ratio of (a) Consolidated Net Total Leverage on such day
to (b) Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period.


 


“Consolidated Total
Assets”: the total assets of Holdings and its Restricted Subsidiaries, determined on a consolidated basis in accordance
with GAAP, as shown on the most recently delivered consolidated balance sheet of Holdings and its Restricted Subsidiaries, determined
on a pro forma basis.


 


“Consolidated Working
Capital”: at any date, the difference of (a) Consolidated Current Assets on such date minus (b) Consolidated Current
Liabilities on such date, provided that, for purposes of calculating Excess Cash Flow, increases or decreases in Consolidated
Working Capital shall be calculated without regard to changes in the working capital balance as a result of non-cash increases
or decreases thereof that will not result in future cash payments or receipts or cash payments or receipts in any previous period,
in each case, including any changes in Consolidated Current Assets or Consolidated Current Liabilities as a result of (i) any reclassification
in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent, (ii) the effects of purchase accounting
and (iii) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under Hedge Agreements.





 






    -18-


     


    

 


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


 


“Converted Term B-4 Loans”: as defined
in Amendment No. 4.


 


“Converted
Term B-5 Lender”: each Term B-4 Lender that has consented to exchange its Term B-4 Loans into a Term B-5 Loan, and that
has been allocated a Term B-5 Loan by the Administrative Agent.


 


“Covenant
Relief Period”: the period commencing on the Covenant Relief Period Commencement Date and ending on the later of (i)
the Initial Covenant Relief Period Termination Date and (ii) the Extended Covenant Relief Period Termination Date.


 


“Covenant Relief Period Commencement Date”:
the Amendment No. 6 Effective Date.


 


“Covenant Relief Period Conditions”: the Borrower’s compliance with
each of the following requirements:


 


(i)
            During the period from the Covenant Relief Period
Commencement Date until the date that the Borrower has delivered a Compliance Certificate in respect of the fiscal quarter
ending June 30, 2021,March 31, 2022,
the Borrower shall not permit Liquidity to be less than


$275,000,000;
provided that if the 2021 Notes are still outstanding, during the period from April 1,
2021 until May 31, 2021, the Borrower shall not permit Liquidity to be less than $200,000,000 (and thereafter shall not permit
Liquidity to be less than $275,000,000 as set forth above).275,000,000.


 


(ii)
            The Borrower shall furnish to the Administrative Agent
(which will promptly furnish such certificate to the Revolving Lenders), commencing with the calendar month ending May 31,
2020 and ending with the last full calendar month of the Initial Covenant Relief Period, a certificate of a Responsible
Officer of the Borrower setting forth in reasonable detail the computations necessary (as determined in good faith by the
Borrower) to determine whether Holdings and the Restricted Subsidiaries are in compliance with clause (i) above as of the end
of each such calendar month, within fifteen (15) calendar days after the last day of each such calendar month.


 


(iii)
            During the Covenant Restrictions Period, Holdings shall not incur, or permit any Restricted Subsidiary to incur any New Loan
Commitments, any Indebtedness pursuant to clauses (c), (d)(ii), (g), (i), (j), (k), (s)(iii), (t), (u), and (v) of Section
7.2 or any other Indebtedness in the form of a Permitted Refinancing of any Indebtedness outstanding as of Amendment No. 6
Effective Date, other than:


 


(w
(x)any
Indebtedness pursuant to Section 7.2(s)(iii) (limited to Guarantee Obligations in respect of joint ventures only) or Section 7.2(t)
in an amount not to exceed the sum of (1) $50,000,000 (less amounts used under clauses (v)(x), (vi)(w) and (vii)(x) below) so
long as Liquidity is at least $275,000,000 after giving pro forma effect to such Indebtedness and (2) to
the extent a Loan Party incurs unsecured Indebtedness pursuant to clause (y) below and so long as Liquidity is
at least $400,000,000 after giving pro forma effect to such Indebtedness, an amount equal to 50%
of the aggregate principal amount of such unsecured Indebtedness subject to a maximum amount of $50,000,000; provided
that (A) after delivery of the financial statements required by Section 6.1(b)





 






    -19-


     


    

 


with respect to the fiscal quarter ending September
30, 2020 and so long as either (a) Liquidity is at least $400,000,000 after giving pro forma effect to such Indebtedness or (b)(1)
the Borrower has delivered a Compliance Certificate for the fiscal quarter ended June 30, 2021March
31, 2022 demonstrating that the Borrower is in compliance with the financial covenant set forth in Section 7.1(a) and
(2) Liquidity is at least $275,000,000 after giving pro forma effect to such Indebtedness, the foregoing maximum amount shall
be increased to $100,000,000 (amounts under this clause (wx)(2)
are less amounts used under clauses (vi)(z) and (vii)(z) below) and (B) Indebtedness of Non-Guarantor Subsidiaries incurred pursuant
to Section 7.2(t) shall not be permitted under this subclause (2), and


 


(x)
any Indebtedness incurred by a Loan Party to refinance or otherwise repay the 2021 Notes (which Indebtedness shall be unsecured;
provided, however, that, together with any Indebtedness
incurred pursuant to subclause (z) below, up to


$155,000,000 may be in the form
of Indebtedness that is secured by Liens on the Collateral), (y) unsecured indebtedness of any Loan Party in an amount not to
exceed


$200,000,000 at any time outstanding,
and


 


(zy)
solely after the financial statements required by Section 6.1(b) with respect to the fiscal quarter ending September 30, 2020
have been delivered, Indebtedness incurred by a Loan Party that is secured by Liens on the Collateral in an amount,
together with any Indebtedness secured by Liens on the Collateral incurred pursuant to the proviso in subclause (x)
above, not to exceed $155,000,000 at any time outstanding, in eachthe case
of subclauses (x), (y) and (zsubclause
(y), so long as Liquidity is at least $275,000,000 after giving pro forma effect to such incurrence of Indebtedness
(it being understood that any such Indebtedness incurred pursuant to this clause (iii) shall otherwise have been permitted by
Section 7.2).


 


(iv)
During the Covenant Restrictions Period, Holdings shall not
incur, assume or suffer any Lien upon any of its Property, or permit any Restricted Subsidiary to incur, assume or suffer
any Lien upon any of its Property pursuant to clauses (g) (as it relates to Indebtedness incurred pursuant to clauses (c),
(g), (i), (j), (k), (s)(iii), (t), (u) and (v) of Section 7.2), (r) and (y) of Section 7.3 or any other Lien securing any
Indebtedness in the form of a Permitted Refinancing of any Indebtedness outstanding as of the Amendment No. 6 Effective Date,
other than any Liens securing Indebtedness permitted under clause (iii) above so long as Liquidity is at least $275,000,000
after giving pro forma effect to such incurrence of Liens (it being understood that any such Liens incurred or created
pursuant to this clause (iv) shall otherwise have been permitted by Section 7.3).


 


(v)
During the Covenant Restrictions Period, Holdings shall not
make any Restricted Payment or permit any Restricted Subsidiary to make any Restricted Payment pursuant to clauses (b), (e),
(g), (i), (m), (n), (o) and (p) of Section 7.6, other than:


 


(x) Restricted Payments (except
for Restricted Payments that (1) are made on the Capital Stock of such Person or (2) constitute repurchases of Capital Stock other
than a Restricted Payment of the type set forth in Section 7.6(e)) in an amount not to exceed $50,000,000 (less amounts used under
clause (iii)(wx)(1) above and clauses
(vi)(w) and





 






    -20-


     


    

 


(vii)(x)
below) so long as Liquidity is at least $275,000,000 after giving pro forma effect to such Restricted Payment, and


 


(y)
payments in respect of expenses for support services or indemnification payments pursuant Section 7.6(i) (it being understood
that any such Restricted Payments made pursuant to this clause (v) shall otherwise have been permitted by Section 7.6).


 


(vi)
During the Covenant Restrictions Period, Holdings shall not make any Investment or permit any Restricted Subsidiary to make
any Investment pursuant to clauses (d), (f), (h), (v), (y) and (z) of Section 7.7, other than:


 


(w) Investments in an amount
not to exceed $50,000,000 (less amounts used under clauses (iii)(wx)(1)
and (v)(x) above and clause (vii)(x) below) so long as Liquidity is at least $275,000,000 after giving pro forma effect to such
Investment,


 


(x) after delivery of the
financial statements required by Section 6.1(b) with respect to the fiscal quarter ending September 30, 2020 and so long as either
(a) Liquidity is at least $400,000,000 after giving pro forma effect to such Investment or (b)(1) the Borrower has delivered a
Compliance Certificate for the fiscal quarter ended June 30, 2021March
31, 2022 demonstrating that Borrower is in compliance with the financial covenant set forth in Section 7.1(a) and (2)
Liquidity is at least $275,000,000 after giving pro forma effect to such Investment, Investments in an amount not to exceed $150,000,000
(up to $50,000,000 of which may be used for Investments in Unrestricted Subsidiaries, joint ventures and Non-Guarantor Subsidiaries)
(amounts under this clause (x) are less amounts under clause (vii)(y) below),


 


(y) Investments in joint
ventures listed on Schedule I to Amendment No. 6 in an amount not to exceed (1) $25,000,000 so long as Liquidity is at least $275,000,000
after giving pro forma effect to such Investment or (2) so long as either (a) Liquidity is at least $400,000,000 after giving
pro forma effect to such Investment or (b)(1) the Borrower has delivered a Compliance Certificate for the fiscal quarter ended
June 30, 2021March 31, 2022 demonstrating that the Borrower is in compliance with the financial
covenant set forth in Section 7.1(a) and (2) Liquidity is at least $275,000,000 after giving pro forma effect to such Investment,
$50,000,000, and


 


(z) to
the extent a Loan Party incurs unsecured Indebtedness pursuant to clause (iii)(y) above and so long as Liquidity
is at least $400,000,000 after giving pro forma effect to such Investment, Investments in an amount equal to 50%
of the aggregate principal amount of such unsecured Indebtedness subject to a maximum amount of $50,000,000 (none
of which may be used for Investments in Unrestricted Subsidiaries); provided that after delivery of the financial statements
required by Section 6.1(b) with respect to the fiscal quarter ending September 30, 2020 and so long as either (a) Liquidity is
at least $400,000,000 after giving pro forma effect to such Investment or (b)(1) the Borrower has delivered a Compliance Certificate
for the fiscal quarter ended June 30, 2021March 31, 2022 demonstrating that the Borrower is in compliance with the financial
covenant set forth in Section 7.1(a) and (2) Liquidity is at least $275,000,000 after giving pro forma effect to such Investment,
the foregoing maximum amount shall be increased to $100,000,000 ($50,000,000 of which may be used for Investments in Unrestricted
Subsidiaries, joint ventures and Non-Guarantor Subsidiaries) (amounts under this clause (z) are less amounts used under clause
(iii)(wx)(2)
above and clause





 






    -21-


     


    

 


 


(vii)(z) below) (it being understood that any Investments
made pursuant to this clause (vi) shall otherwise have been permitted by Section 7.7).




 


(vii)
During the Covenant Restrictions Period, Holdings shall not, and shall not permit any Restricted Subsidiary to, prepay,
redeem, purchase, defease or otherwise satisfy prior to the day that is 90 days before the scheduled maturity thereof in any
manner any Junior Financing pursuant to clauses (i), (ii), (iii), (iv) and (v) of Section 7.8, other than:


 


(w)   
any prepayment or redemption of the 2021 Notes in connection with a refinancing thereof,


 


(x)   prepayments
in an amount not to exceed $50,000,000 (less amounts used under clauses (iii)(w)(1),
(v)(x) and (vi)(w) above) so long as Liquidity is at least $275,000,000 after giving pro forma effect to such prepayment,


 


(y)   
after delivery of the financial statements required by Section 6.1(b) with respect to the fiscal quarter ending
September 30, 2020 and so long as either (a) Liquidity is at least $400,000,000 after giving pro forma effect to such prepayment
or (b)(1) the Borrower has delivered a Compliance Certificate for the fiscal quarter ended June
30, 2021March 31, 2022 demonstrating that the Borrower is in compliance with the financial covenant set forth in Section 7.1(a) and (2)
Liquidity is at least $275,000,000 after giving pro forma effect to such prepayment, prepayments in an amount not to exceed $150,000,000
(less amounts under clause (vi)(x) above), and


 


(z)  to
the extent a Loan Party incurs unsecured Indebtedness pursuant to clause (iii)(y) above and so long as
Liquidity is at least $400,000,000 after giving pro forma effect to such prepayment, prepayments in an amount equal to 50%
of the aggregate principal amount of such unsecured Indebtedness subject to a maximum amount of $50,000,000; provided that
after delivery of the financial statements required by Section 6.1(b) with respect to the fiscal quarter ending September 30,
2020 and so long as either (a)  Liquidity
is at least $400,000,000 after giving pro forma effect to such prepayment or (b)(1) the Borrower has delivered a Compliance
Certificate for the fiscal quarter ended June 30, 2021March 31, 2022 demonstrating that the Borrower is in compliance with the financial covenant set forth in Section 7.1(a) and
(2) Liquidity is at least $275,000,000 after giving pro forma effect to such prepayment, the foregoing maximum amount shall
be increased to $100,000,000 (amounts under this clause (z) are less amounts used under clauses (iii)(wx)(2)
and (vi)(z) above) (it being understood that any prepayments made pursuant to this clause (vii) shall otherwise have been
permitted by Section 7.8).


 


“Covenant
Relief Period Termination Notice”: a certificate of a Responsible Officer of the Borrower that is delivered to the Administrative
Agent (x) stating that the Borrower irrevocably elects to terminate the Covenant Relief Period effective as of the date on which
the Administrative Agent receives such Covenant Relief Period Termination Notice and that commencing with the first fiscal quarter
ending after the Qualifying Quarter, the financial covenant in Section 7.1(a) shall be governed by clause (a)(i) thereof (instead
of clause (a)(ii) thereof) and (y) certifying that the Borrower would have been in compliance with the financial covenant in Section
7.1(a)(i) as of the most recent Test Period if such financial covenant had been applicable, and setting forth in reasonable detail
the computations necessary to determine such compliance.


 


“Covenant
Restrictions Period”: the period commencing on the Covenant Relief Period Commencement Date and ending on the date after
which both (i) the Initial Covenant Relief Period





 






    -22-


     


    

 


Termination Date has occurred and (ii) the Borrower
has delivered a Compliance Certificate demonstrating compliance with a Consolidated Net First Lien Leverage Ratio of no more than
5.00 to 1.00 as of the most recently ended Test Period.


 


“Co-Syndication
Agents”: JPMorgan Chase Bank, N.A. and Deutsche Bank Securities Inc. each in its capacity as co-syndication agent.


 


“Cure Amount”: as defined
in Section 8.2(a).


 


“Cure Right”: as defined in Section 8.2(a).


 


“Debt
Fund Affiliate”: any Affiliate of the Sponsor (other than Holdings and its Subsidiaries) that is primarily engaged in,
or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial
loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which the Sponsor does not,
directly or indirectly, possess the power to direct or cause the direction of the investment policies of such Affiliate.


 


“Debt
Redemption Cash”: any Unrestricted Cash that is to be applied to repay, redeem or otherwise satisfy and discharge senior
first-lien secured Funded Debt of Holdings or its Restricted Subsidiaries, pending solely the expiration of certain notice periods
or similar occurrences.


 


“Debtor
Relief Laws”: the Bankruptcy Code of the United States of America, 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.


 


“Declined Amount”: as defined in
Section 2.12(e).


 


“Declined
Proceeds”: the amount of any prepayment declined by the Required Prepayment Lenders plus any Declined Amounts.


 


“Default”:
any of the events specified in Section 8.1, whether or not any requirement for the giving of notice, the lapse of time, or both,
has been satisfied.


 


“Defaulting
Lender”: subject to Section 2.7(a), any Lender that (a) has failed to (i) fund all or any portion of its Loans within
two Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent, any Issuing
Lender, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of
its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the
Borrower, the Administrative Agent, any Issuing Lender or the Swingline Lender in writing that it does not intend to comply with
its funding obligations hereunder, or has made a public statement to that effect with respect to its funding obligations hereunder
or, solely with respect to a Revolving Lender, under other agreements generally in which it commits to extend credit, (c) has failed,
within seven Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative
Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative
Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding
under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for
the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the
Federal Deposit Insurance Corporation or any other





 






    -23-


     


    

 


state or federal regulatory
authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be
a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect
parent company thereof by a Governmental Authority.


 


“Derivatives Counterparty”: as defined
in Section 7.6.


 


“Designated Jurisdiction”:
any country or territory to the extent that such country or territory itself is the subject of any Sanction.


 


“Designated
Non-cash Consideration”: the Fair Market Value of non-cash consideration received by Holdings or one of its Restricted
Subsidiaries in connection with a Disposition that is so designated as Designated Non-cash Consideration pursuant to an officers’
certificate, setting forth the basis of such valuation, less the amount of cash and Cash Equivalents received in connection with
a subsequent sale of such Designated Non-cash Consideration within 180 days of receipt thereof.


 


“Designation Date”: as defined
in Section 2.26(f).


 


“Disinterested Director”: as defined in Section 7.9.


 


“Disposition”:
with respect to any Property, any sale, sale and leaseback, assignment, conveyance, transfer or other disposition thereof, in each
case, to the extent the same constitutes a complete sale, sale and leaseback, assignment, conveyance, transfer or other disposition,
as applicable. The terms “Dispose” and “Disposed of” shall have correlative meanings.


 


“Disqualified Capital
Stock”: Capital Stock that (a) requires the payment of any dividends (other than dividends payable solely in shares of Qualified
Capital Stock), (b) matures or is mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the
option of the holders thereof (other than solely for Qualified Capital Stock), in each case in whole or in part and whether upon
the occurrence of any event, pursuant to a sinking fund obligation on a fixed date or otherwise (including as the result of a
failure to maintain or achieve any financial performance standards) or (c) are convertible or exchangeable, automatically or at
the option of any holder thereof, into any Indebtedness, Capital Stock or other assets other than Qualified Capital Stock, in
the case of each of clauses (a), (b) and (c), prior to the date that is 91 days after the Latest Maturity Date (other than (i)
upon payment in full of the Obligations (other than (x) indemnification and other contingent obligations not yet due and owing
and (y) Obligations in respect of Specified Hedge Agreements or Cash Management Obligations) or (ii) upon a “change in control”;
provided that any payment required pursuant to this clause (ii) is subject to the prior repayment in full of the Obligations (other
than (x) indemnification and other contingent obligations not yet due and owing and (y) Obligations in respect of Specified Hedge
Agreements or Cash Management Obligations) that are then accrued and payable and the termination of the Commitments); provided further,
however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Holdings, the Borrower
or the Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock
solely because it may be required to be repurchased by Holdings, the Borrower or a Subsidiary in order to satisfy applicable statutory
or regulatory obligations or as a result of such employee’s termination, death or disability.


 


“Disqualified Institution”:
(i) those institutions identified by the Borrower in writing to the Administrative Agent on or prior to August 5, 2014, (ii) any
other Person who (A) is not registered or licensed with, or approved, qualified or found suitable by, a Gaming Authority, or (B)
has been disapproved, disqualified, denied a license, qualification or approval or found unsuitable by a Gaming Authority, or who
has failed to timely submit a required application and other required documentation





 






    -24-


     


    

 


pursuant to applicable Gaming Laws or (C) has withdrawn
such application or other documentation (except where requested or permitted, without prejudice, by the applicable Gaming Authority)
(in the case of each of clauses (A) and (B), to the extent required under applicable Gaming Laws or requested by a Gaming Authority)
and (iii) business competitors of Holdings and its Subsidiaries identified by Borrower in writing to the Administrative Agent from
time to time, and, in the case of clauses (i) and (iii) any known Affiliates readily identifiable by name. A list of the Disqualified
Institutions will be posted by the Administrative Agent on the Platform and available for inspection by all Lenders.


 


“Do not have Unreasonably
Small Capital”: Holdings and its Subsidiaries taken as a whole after consummation of the Transactions, the Bally Transactions,
the Amendment No. 2 Transactions, the Amendment No. 3 Transactions or the Amendment No. 4 Transactions, as applicable, is a going
concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for the period from the date
hereof through the Latest Maturity Date.


 


“Dollar Equivalent”:
at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated
in any Permitted Foreign Currency, the equivalent amount thereof in Dollars 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 Permitted Foreign Currency.


 


“Dollar Issuing Lenders”:
(a) Bank of America, N.A. (including with respect to Existing Letters of Credit under clause (b) of the definition of “Existing
Letters of Credit” that are Dollar Letters of Credit), (b) with respect to Existing Letters of Credit under clause (a) of
the definition of “Existing Letters of Credit” that are Dollar Letters of Credit, JPMorgan Chase Bank, N.A. and (c)
any other Dollar Revolving Lender from time to time designated by the Borrower, in its sole discretion, as a Dollar Issuing Lender
with the consent of such other Dollar Revolving Lender.


 


“Dollar L/C Disbursements”: as defined
in Section 3.4(a)(i).


 


“Dollar L/C
Obligations”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired face amount
of the then outstanding Dollar Letters of Credit and (b) the amount of drawings under Dollar Letters of Credit that have not
then been reimbursed. The Dollar L/C Obligations of any Lender at any time shall be its Dollar Revolving Percentage of the
total Dollar L/C Obligations at such time. For purposes of computing the amount available to be drawn under any Dollar Letter
of Credit, the amount of such Dollar Letter of Credit shall be determined in accordance with Section 1.5. For all purposes of
this Agreement, if on any date of determination a Dollar 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, upon notice from the Administrative Agent to the Borrower such Dollar Letter of Credit shall be deemed to be
 “outstanding” in the amount so remaining available to be drawn.


 


“Dollar L/C Participants”:
the collective reference to all the Dollar Revolving Lenders other than the applicable Dollar Issuing Lender and, for purposes
of Section 3.4(d), the collective reference to all Dollar Revolving Lenders.


 


“Dollar Letter of Credit”:
a Letter of Credit denominated in Dollars and issued by any Dollar Issuing Lender under the Dollar Revolving Commitments.


 


“Dollar Revolving Commitments”:
(i) prior to the Amendment No. 5 Effective Date, the Original Dollar Revolving Commitments, and (ii) on or after the Amendment
No. 5 Effective Date, the 2019 Dollar Revolving Commitments.





 






    -25-


     


    

 


“Dollar Revolving
Extensions of Credit”: as to any Dollar Revolving Lender at any time, an amount equal to the sum of, without duplication
(a) the aggregate principal amount of all Dollar Revolving Loans held by such Lender then outstanding, (b) such Lender’s
Dollar Revolving Percentage of the Dollar L/C Obligations then outstanding and (c) such Lender’s Swingline Exposure.


 


“Dollar Revolving Facility”: as
defined in the definition of “Facility.”


 


“Dollar Revolving Lender”:
each Lender that has a Dollar Revolving Commitment or that holds Dollar Revolving Loans.


 


“Dollar Revolving Loans”: as defined
in Section 2.4(a).


 


“Dollar Revolving Percentage”:
as to any Dollar Revolving Lender at any time, the percentage which such Lender’s Dollar Revolving Commitment then constitutes
of the aggregate Dollar Revolving Commitments or, at any time after the Dollar Revolving Commitments shall have expired or terminated,
the percentage which such Dollar Revolving Lender’s Dollar Revolving Extensions of Credit then outstanding constitutes of
the aggregate Dollar Revolving Extensions of Credit then outstanding.


 


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


 


“Domestic Subsidiary”:
any direct or indirect Restricted Subsidiary that (i) is organized under the laws of any jurisdiction within the United States
and (ii) is not a direct or indirect Subsidiary of a Foreign Subsidiary.


 


“Dutch Auction”:
an auction (an “Auction”) conducted by Holdings or one of its Subsidiaries in order to purchase any Term Loans
under a given Tranche (the “Purchase”) in accordance with the following procedures or such other procedures
as may be agreed to between the Administrative Agent and the Borrower:


 


(a)               
Notice Procedures. In connection with any Auction, the Borrower shall provide notification to the Administrative
Agent (for distribution to the appropriate Lenders) of the Term Loans under such Tranche that will be the subject of the Auction
(an “Auction Notice”). Each Auction Notice shall be in a form reasonably acceptable to the Administrative Agent
and shall specify (i) the total cash value of the bid, in a minimum amount of $10,000,000 with minimum increments of $2,000,000
in excess thereof (the “Auction Amount”) and (ii) the discounts to par, which shall be expressed as a range
of percentages of the par principal amount of the Term Loans under such Tranche at issue (the “Discount Range”),
representing the range of purchase prices that could be paid in the Auction.


 


(b)               
Reply Procedures. In connection with any Auction, each applicable Lender may, in its sole discretion, participate
in such Auction by providing the Administrative Agent with a notice of participation (the “Return Bid”) which
shall be in a form reasonably acceptable to the Administrative Agent and shall specify (i) a discount to par that must be expressed
as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of the
applicable Loans such Lender is willing to sell, which must be in increments of $2,000,000 or in an amount equal to such Lender’s
entire remaining amount of the applicable Loans (the “Reply Amount”). Lenders may only submit one Return Bid
per Auction. In addition to the Return Bid, each Lender wishing to participate in such Auction must execute and deliver, to be
held in escrow by the Administrative Agent, an assignment and acceptance agreement in a form reasonably acceptable to the Administrative
Agent.





 






    -26-


     


    

 




(c)               
 Acceptance Procedures. Based on the Reply Discounts and Reply Amounts received by the Administrative Agent, the
Administrative Agent, in consultation with the Borrower, will determine the applicable discount (the “Applicable Discount”)
for the Auction, which shall be the lowest Reply Discount; provided that, in the event that the Reply Amounts are insufficient
to allow Holdings or its Subsidiary, as applicable, to complete a purchase of the entire Auction Amount (any such Auction, a “Failed
Auction”), Holdings or such Subsidiary shall either, at its election, (i) withdraw the Auction or (ii) complete the Auction
at an Applicable Discount which is the next lowest Reply Discount for which Holdings or its Subsidiary, as applicable, can complete
the Auction at the Auction Amount. Holdings or its Subsidiary, as applicable, shall purchase the applicable Loans (or the respective
portions thereof) from each applicable Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying
Bids”) at the Applicable Discount; provided that if the aggregate proceeds required to purchase all applicable
Loans subject to Qualifying Bids would exceed the Auction Amount for such Auction, Holdings or its Subsidiary, as applicable, shall
purchase such Loans at the Applicable Discount ratably based on the principal amounts of such Qualifying Bids (subject to adjustment
for rounding as specified by the Administrative Agent). Each participating Lender will receive notice of a Qualifying Bid as soon
as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due.


 


(d)               
Additional Procedures. Once initiated by an Auction Notice, Holdings or its Subsidiary, as applicable, may not withdraw
an Auction other than a Failed Auction. Furthermore, in connection with any Auction, upon submission by a Lender of a Qualifying
Bid, such Lender will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the
Applicable Discount. The Purchase shall be consummated pursuant to and in accordance with Section 10.6 and, to the extent not otherwise
provided herein, shall otherwise be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Interest
Periods, and other notices by Holdings or such Subsidiary, as applicable) reasonably acceptable to the Administrative Agent and
the Borrower.


 


“EEA Financial Institution”:
(a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA
Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause
(a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution
described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country”:
any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”:
any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Eligible Assignee”:
any Person that meets the requirements to be an assignee under Section 10.6(b) (subject to receipt of such consents, if any, as
may be required for the assignment of the applicable Loan or Commitment to such Person under Section 10.6(b)(i)).


 


“Environmental Laws”:
any and all applicable laws, rules, orders, regulations, statutes, ordinances, codes or decrees (including common law) of any international
authority, foreign government, the United States, or any state, provincial, local, municipal or other governmental authority, regulating,
relating to or imposing liability or standards of conduct concerning protection of the environment, natural


 






    -27-


     


    

 


resources or human health and safety as it relates
to Releases of Materials of Environmental Concern, as has been, is now, or at any time hereafter is, in effect.


 


“Environmental Liability”:
any liability, claim, action, suit, judgment or order under or relating to any Environmental Law for any damages, injunctive relief,
losses, fines, penalties, fees, expenses (including reasonable fees and expenses of attorneys and consultants) or costs, whether
contingent or otherwise, to the extent arising from or relating to: (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Materials of Environmental Concern, (c) exposure to any Materials
of Environmental Concern, (d) the Release of any Materials of Environmental Concern or (e) any contract, agreement or other consensual
arrangement pursuant to which any Environmental Liability under clause (a) through (d) above is assumed or imposed.


 


“Equity Issuance”:
any issuance by Holdings or any Restricted Subsidiary of its Capital Stock in a public or private offering.


 


“ERISA”:
the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.


 


“Escrow Entity”:
any direct or indirect Subsidiary of Holdings (including an Unrestricted Subsidiary) formed solely for the purposes of issuing
the New Debt.


 


“EU Bail-In Legislation
Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as
in effect from time to time.


 


“Eurocurrency Base Rate”:


 


(a)               
for any Interest Period with respect to a Eurocurrency Loan denominated in Dollars, Euros or Pounds Sterling, the rate per
annum equal to (i) the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which is approved
by the Administrative Agent, as published on the applicable Bloomberg screen page (or other commercially available source providing
quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time,
two London Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery
on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available
at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in the
relevant currency for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency
Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America’s
London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for
such currency at their request at approximately 11:00 a.m. (London time) two London Business Days prior to the commencement of
such Interest Period; provided that, if LIBOR shall be less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement; and


 


(b)               
for any Interest Period with respect to a Eurocurrency Loan denominated in Canadian Dollars, the rate per annum equal to
the Canadian Dealer Offered Rate, or a comparable or successor rate which rate is approved by the Administrative Agent, as published
on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated
by the Administrative Agent from time to time) at or about


 






    -28-


     


    

 


10:00 a.m. (Toronto, Ontario time) on the Rate Determination
Date with a term equivalent to such Interest Period;


 


(c)               
for any Interest Period with respect to a Eurocurrency Loan denominated in Australian Dollars, the rate per annum equal
to the Bank Bill Swap Reference Bid Rate or a comparable or successor rate, which rate is approved by the Administrative Agent,
as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as
may be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the Rate
Determination Date with a term equivalent to such Interest Period;


 


(d)               
for any interest calculation with respect to an ABR Loan on any date, the rate per annum equal to (i) LIBOR, at approximately
11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London
interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any
reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the
date of determination in same day funds in the approximate amount of the ABR Loan being made or maintained and with a term equal
to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market
at their request at the date and time of determination.


 


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


 


“Eurocurrency Rate”:
with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined for such day
in accordance with the following formula:


 


	 	Eurocurrency
    Base Rate	 
	 	1.00
    - Eurocurrency Reserve Requirements	 




 


“Eurocurrency Reserve
Requirements”: for any day as applied to a Eurocurrency Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency
reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation
D of the Board) maintained by a member bank of the Federal Reserve System.


 


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


 


“Event of Default”:
any of the events specified in Section 8.1; provided that any requirement set forth therein for the giving of notice, the
lapse of time, or both, has been satisfied.


 


“Excess Cash Flow”:
for any Excess Cash Flow Period of Holdings, an amount (not less than zero) equal to the amount by which, if any, of (a) the sum,
without duplication, of (i) Consolidated Net Income of Holdings for such Excess Cash Flow Period, (ii) the amount of all non-cash
charges (including depreciation, amortization, deferred tax expense and equity compensation expenses) deducted in arriving at such
Consolidated Net Income, (iii) the amount of the decrease, if any, in Consolidated Working Capital for such Excess Cash Flow Period
(excluding any decrease in Consolidated Working Capital


 






    -29-


     


    

 


relating to leasehold improvements for which
Holdings, the Borrower or any of its Subsidiaries is reimbursed in cash or receives a credit), (iv) the aggregate net amount
of non-cash loss on the Disposition of Property by Holdings and its Restricted Subsidiaries during such Excess Cash Flow
Period (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such
Consolidated Net Income and (v) to the extent not otherwise included in determining Consolidated Net Income, the aggregate
amount of cash receipts for such period attributable to Hedge Agreements or other derivative instruments; exceeds (b)
the sum, without duplication (including, in the case of clauses (ii) and (viii)  below,
duplication across periods (provided that all or any portion of the amounts referred to in clauses (ii) and (viii)
below with respect to a period may be applied in the determination of Excess Cash Flow for any subsequent period to the
extent such amounts did not previously result in a reduction of Excess Cash Flow in any prior period)) of:


 


(i)              
the amount of all non-cash gains or credits to the extent included in arriving at such Consolidated Net Income (including
credits included in the calculation of deferred tax assets and liabilities) and cash charges to the extent excluded from Consolidated
Net Income pursuant to the last sentence thereof;


 


(ii)              
the aggregate amount (A) actually paid by Holdings and its Restricted Subsidiaries in cash during such Excess Cash Flow
Period (or, at the Borrower’s election, after such Excess Cash Flow Period but prior to the time of determination of Excess
Cash Flow for such Excess Cash Flow Period, and excluding any amounts paid during such Excess Cash Flow Period which the Borrower
elected to apply to the calculation in a prior Excess Cash Flow Period) on account of Capital Expenditures and Permitted Acquisitions
and (B) committed during such Excess Cash Flow Period to be used to make Capital Expenditures or Permitted Acquisitions which in
either case have been actually made or consummated or for which a binding agreement exists as of the time of determination of Excess
Cash Flow for such Excess Cash Flow Period (in each case under this clause (ii) other than to the extent any such Capital Expenditure
or Permitted Acquisition is made (or, in the case of the preceding clause (B), is expected at the time of determination to be made)
with the proceeds of new long-term Indebtedness or an Equity Issuance or with the proceeds of any Reinvestment Deferred Amount),
in each case to the extent not already deducted from Consolidated Net Income;


 


(iii)              
the aggregate amount of all regularly scheduled principal payments and all prepayments of Indebtedness (including the Term
Loans) of Holdings and its Restricted Subsidiaries made during such Excess Cash Flow Period and, at the option of the Borrower,
all prepayments of Indebtedness made (or committed to be made by irrevocable written notice) after such Excess Cash Flow Period
but prior to the time of determination of Excess Cash Flow for the applicable Excess Cash Flow Period, and excluding any amounts
paid during such Excess Cash Flow Period which the Borrower elected to apply to the calculation in a prior Excess Cash Flow Period
(other than, in each case, (x) in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction
in commitments thereunder; provided that Excess Cash Flow may be reduced pursuant to this clause (iii) by the amount of
any voluntary prepayments during such Excess Cash Flow Period of Revolving Loans borrowed on the Bally Acquisition Date (such reduction
not to exceed $200,000,000), (y) to the extent any such prepayments are the result of the incurrence of additional indebtedness
and (z) optional prepayments of the Term Loans and optional prepayments of Revolving Loans to the extent accompanied by permanent
optional reductions of the Revolving Commitments);


 


(iv)              
the amount of the increase, if any, in Consolidated Working Capital for such Excess Cash Flow Period (excluding any increase
in Consolidated Working Capital relating to


 






    -30-


     


    

 


leasehold improvements for which Holdings or any of
its Subsidiaries is reimbursed in cash or receives a credit);


 


(v)              
the aggregate net amount of non-cash gain on the Disposition of Property by Holdings and its Restricted Subsidiaries during
such Excess Cash Flow Period (other than sales of inventory in the ordinary course of business), to the extent included in arriving
at such Consolidated Net Income;


 


(vi)              
Transaction Costs and other fees and expenses incurred in connection with the integration of the Target (and/or its Subsidiaries)
and Holdings (and/or its Subsidiaries) as a result of the Transactions, Bally Transaction Costs, Amendment No. 2 Transaction Costs,
Amendment No. 3 Transaction Costs, Amendment No. 4 Transaction Costs and other fees and expenses incurred in connection with the
integration of the Bally Target (and/or its Subsidiaries) and Holdings (and/or its Subsidiaries) as a result of the Bally Transactions,
and fees and expenses incurred in connection with any Permitted Acquisition or Investment permitted by Section 7.7, any Equity
Issuance, any incurrence of Indebtedness permitted by Section 7.2, any Restricted Payment permitted by Section 7.6 and any Disposition
permitted by Section 7.5 (in each case, whether or not consummated), in each case to the extent not already deducted from Consolidated
Net Income;


 


(vii)              
purchase price adjustments and earnouts paid, in each case to the extent not already deducted from Consolidated Net Income,
or received, in each case to the extent not already included in arriving at Consolidated Net Income, in connection with any acquisition
or Investment consummated prior to the Closing Date, any Permitted Acquisition or any other acquisition or Investment permitted
under Section 7.7;


 


(viii)              
(A) the net amount of Permitted Acquisitions and Investments made in cash during such period pursuant to paragraphs (a)(ii),
(a)(iii), (d), (f), (h), (k), (l), (v) and (x) of Section 7.7 (to the extent, in the case of clause (x), such Investment relates
to Restricted Payments permitted under Section 7.6(c), (e), (f)(iii), (h), (i), (m) or (o)) or, at the option of the Borrower,
committed during such period to be used to make Permitted Acquisitions and Investments pursuant to such paragraphs of Section 7.7
which have been actually made or for which a binding agreement exists as of the time of determination of Excess Cash Flow for such
period (but excluding Investments among Holdings and its Restricted Subsidiaries) and (B) permitted Restricted Payments made in
cash or subject to a binding agreement, in each case by Holdings during such period and permitted Restricted Payments made by any
Restricted Subsidiary to any Person other than Holdings or any of the Restricted Subsidiaries during such period, in each case,
to the extent permitted by Section 7.6(c), (e), (f)(iii), (h), (i), (m), or (o), in each case to the extent not already deducted
from Consolidated Net Income; provided that the amount of Restricted Payments made pursuant to Section 7.6(e) and deducted
pursuant to this clause (viii) shall not exceed $10,000,000 in any Excess Cash Flow Period;


 


(ix)              
the amount (determined by the Borrower) of such Consolidated Net Income which is mandatorily prepaid or reinvested pursuant
to Section 2.12(b) (or as to which a waiver of the requirements of such Section applicable thereto has been granted under Section
10.1) prior to the date of determination of Excess Cash Flow for such Excess Cash Flow Period as a result of any Asset Sale or
Recovery Event, in each case to the extent not already deducted from Consolidated Net Income;


 


(x)              
(A) the aggregate amount of any premium or penalty actually paid in cash that is required to be made in connection with
any prepayment of Indebtedness made (or committed to


 






    -31-


     


    

 


be made by irrevocable written notice) during the
applicable Excess Cash Flow Period or, at the option of the Borrower, after the end of such Excess Cash Flow Period but prior to
the time of calculation of Excess Cash Flow, in each case to the extent not already deducted from Consolidated Net Income and (B)
to the extent included in determining Consolidated Net Income, the aggregate amount of any income (or loss) for such period attributable
to the early extinguishment of Indebtedness, Hedge Agreements or other derivative instruments;


 


(xi)              
cash payments by Holdings and its Restricted Subsidiaries during such period relating to prize or jackpot-related liabilities
or in respect of long-term liabilities of the Borrower and its Subsidiaries other than Indebtedness, in each case to the extent
not already deducted from Consolidated Net Income;


 


(xii)              
the aggregate amount of (I) expenditures actually made by Holdings and its Restricted Subsidiaries in cash during such period
(including expenditures for the payment of financing fees), in each case, to the extent not deducted during a prior period and
(II) expenditures committed during such Excess Cash Flow Period to be made for which a binding agreement exists as of the time
of determination of Excess Cash Flow for such Excess Cash Flow Period, in each such case, to the extent that such expenditures
are not expensed during such period and are not deducted in calculating Consolidated Net Income;


 


(xiii)              
cash expenditures in respect of Hedge Agreements or other derivative instruments during such period to the extent not deducted
in arriving at such Consolidated Net Income;


 


(xiv)              
the amount of taxes (including penalties and interest) paid in cash in such period or tax reserves set aside or payable
(without duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net
Income for such period;


 


(xv)              
the amount of cash payments made in respect of pensions and other post-employment benefits in such period, in each case to
the extent not deducted in determining Consolidated Net Income;


 


(xvi)              
payments made in respect of the minority equity interests of third parties in any non-wholly owned Restricted Subsidiary
in such period, including pursuant to dividends declared or paid on Capital Stock held by third parties (or other distributions
or return of capital) in respect of such non-wholly-owned Restricted Subsidiary, in each case to the extent not deducted in determining
Consolidated Net Income; and


 


(xvii)              
the amount representing accrued expenses for cash payments (including with respect to retirement plan obligations) that
are not paid in cash in such Excess Cash Flow Period, in each case to the extent not deducted in determining Consolidated Net Income,
provided that such amounts will be added to Excess Cash Flow for the following fiscal year to the extent not paid in cash
and deducted from Consolidated Net Income during such following fiscal year.


 


Notwithstanding anything to the
contrary herein, the proceeds from the issuance of the Additional 2022 Secured Notes shall not be included in the calculation of
Excess Cash Flow for the purpose of determining the amount to be prepaid in accordance with Section 2.12(c).


 


“Excess Cash Flow Application
Amount”: with respect to any Excess Cash Flow Period, the product of the Excess Cash Flow Percentage applicable to such
Excess Cash Flow Period times the Excess Cash Flow for such Excess Cash Flow Period.


 






    -32-


     


    

 


“Excess Cash Flow Application Date”:
as defined in Section 2.12(c).


 


“Excess Cash Flow
Percentage”: with respect to an Excess Cash Flow Period, 75%; provided that if the Consolidated Net First Lien
Leverage Ratio at the end of any Excess Cash Flow Period is (i) less than or equal to 4.50 to 1.00 but greater than 3.00 to 1.00,
the Excess Cash Flow Percentage shall be 50%, (ii) less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, the Excess
Cash Flow Percentage shall be 25% or (iii) less than or equal to 2.50 to 1.00, the Excess Cash Flow Percentage shall be 0%.


 


“Excess Cash Flow Period”:
each fiscal year of Holdings beginning with the fiscal year ending December 31, 2014.


 


“Exchange Act”: the Securities
Exchange Act of 1934, as amended.


 


“Excluded Collateral”: as defined in Section 4.17(a).


 


“Excluded Real Property”:
(a) any Real Property that is subject to a Lien expressly permitted by Section 7.3(g) or 7.3(y), (b) any Real Property with respect
to which, in the reasonable judgment of the Borrower and the Administrative Agent, the cost of providing a mortgage on such Real
Property in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained
by the Lenders therefrom and (c) any Real Property to the extent providing a mortgage on such Real Property would (i) result in
adverse tax consequences to Holdings, the Borrower or any of Holdings’ Subsidiaries as reasonably determined by the Borrower
(provided that any such designation of Real Property as Excluded Real Property shall be subject to the prior written consent
of the Administrative Agent (such consent not to be unreasonably withheld or delayed)), (ii) violate any applicable Requirement
of Law, (iii) be prohibited by any applicable Contractual Obligations (other than customary non-assignment provisions which are
ineffective under the Uniform Commercial Code) or (iv) give any other party (other than a Loan Party or a wholly-owned Subsidiary)
to any contract, agreement, instrument or indenture governing such Real Property the right to terminate its obligations thereunder
(other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law).


 


“Excluded
Subsidiary”: any Subsidiary that is (a) an Unrestricted Subsidiary, (b) not wholly owned directly by Holdings or
one or more of its wholly owned Restricted Subsidiaries, (c) an Immaterial Subsidiary, (d) a Foreign Subsidiary Holding
Company, (e) established or created pursuant to Section 7.7(p) and meeting the requirements of the proviso thereto; provided
that such Subsidiary shall only be an Excluded Subsidiary for the period, as contemplated by Section 7.7(p), (f) a Subsidiary
that is prohibited by applicable Requirement of Law from guaranteeing or granting a Lien on its assets to secure obligations
in respect of the Facilities, or which would require governmental (including regulatory) consent, approval, license or
authorization to provide a guarantee or grant any Lien unless, such consent, approval, license or authorization has been
received, (g) a Subsidiary that is prohibited from guaranteeing or granting a Lien on its assets to secure obligations in
respect of the Facilities by any Contractual Obligation in existence on the Closing Date (or, in the case of any
newly-acquired Subsidiary, in existence at the time of acquisition thereof but not entered into in contemplation thereof), provided
that this clause (g) shall not be applicable if (1) such other party is a Loan Party or a wholly-owned Restricted Subsidiary
of Holdings or (2) consent has been obtained to provide such guarantee or such prohibition is otherwise no longer in effect,
(h) a Subsidiary with respect to which a guarantee by it of, or granting a Lien on its assets to secure obligations in
respect of, the Facilities would result in material adverse tax consequences (including as a result of Section 956 of the
Code or any related provision) to Holdings, the Borrower or one or more Restricted Subsidiaries, as reasonably determined by
the Borrower, (i) not-for-profit subsidiaries, (j) any Foreign Subsidiary or any Domestic Subsidiary of a Foreign


 






    -33-


     


    

 


Subsidiary, (k) Subsidiaries that are special purpose
entities, or (l) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed
in writing by notice to the Borrower), the cost or other consequences of guaranteeing or granting a Lien on its assets to secure
obligations in respect of the Facilities shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom;
provided that if a Subsidiary executes the Guarantee and Collateral Agreement as a “Guarantor,” then it shall
not constitute an “Excluded Subsidiary” (unless released from its obligations under the Guarantee and Collateral Agreement
as a “Guarantor” in accordance with the terms hereof and thereof).


 


“Excluded Swap Obligation”:
with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor
of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes
illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application
or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible
contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 2.8 of the Guarantee
and Collateral Agreement and any other “keepwell, support or other agreement” for the benefit of such Guarantor and
any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor,
or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation
arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation
that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first
sentence of this definition.


 


“Excluded Taxes”:
any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to
any Recipient, (i) net income Taxes (however denominated), net profits Taxes, franchise Taxes, and branch profits Taxes (and net
worth Taxes and capital Taxes imposed in lieu of net income Taxes), in each case, (A) imposed as a result of such Recipient being
organized under the laws of, or having its principal office or, if such Recipient is a Lender, its applicable lending office located
in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) as a result of a present or former connection
between such Recipient and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing
authority thereof or therein, (ii) any withholding Taxes (including backup withholding) imposed on amounts payable to or for the
account of such Recipient with respect to an applicable interest in a Loan or Commitment or this Agreement pursuant to a law in
effect on the date on which (A) such Recipient becomes a party to this Agreement (other than pursuant to an assignment request
by the Borrower under Section 2.24) or (B) if such Recipient is a Lender, such Lender changes its lending office, except in each
case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Recipient’s
assignor immediately before such Recipient became a party hereto or, if such Recipient is a Lender, to such Lender immediately
before it changed its lending office, (iii) Taxes attributable to such Recipient’s failure to comply with paragraphs (d),
(e) or (g), as applicable, of Section 2.20 and (iv) any Taxes imposed under FATCA.


 


“Existing Bally Credit
Agreement”: the Second Amended and Restated Credit Agreement, dated as of April 19, 2013 (as amended, supplemented, restated
or otherwise modified from time to time), by and among Bally Target, the lenders from time to time party thereto and Bank of America,
N.A., as administrative agent.


 


“Existing
Borrower Credit Agreement”: the Second Amended and Restated Credit Agreement, dated as of August 25, 2011, among Holdings,
the Borrower, the lenders and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.


 






    -34-


     


    

 


“Existing Credit Agreements”:
the Existing Borrower Credit Agreement and the Existing Target Credit Agreement.


 


“Existing Letters of
Credit”: (a) Letters of Credit issued prior to, and outstanding on, the Closing Date pursuant to an Existing Credit Agreement
and disclosed on Schedule 1.1C, and (b) Letters of Credit issued prior to, and outstanding on, the Bally Acquisition Date pursuant
to the Existing Bally Credit Agreement and disclosed in writing to the Administrative Agent on or prior to the Bally Acquisition
Date, including on Schedule 1.1C (as supplemented pursuant to Amendment No. 1 on the Bally Acquisition and Amendment Effectiveness
Date).


 


“Existing Loans”: as defined in
Section 2.26(a).


 


“Existing Notes Financing”:
collectively, the 2018 Notes, the 2020 Notes and the 2021 Notes, together with any Permitted Refinancing thereof.


 


“Existing Revolving Loans”:
as defined in Section 2.26(a).


 


“Existing Revolving Tranche”: as defined in Section 2.26(a).


 


“Existing Target Credit
Agreement”: the Second Amended and Restated Credit Agreement, dated as of October 18, 2011, among the Target, the lenders
and other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.


 


“Existing Term Loans”: as
defined in Section 2.26(a).


 


“Existing Term Tranche”: as defined in Section 2.26(a).


 


“Existing Tranche”:
as defined in Section 2.26(a).


 


“Extended Covenant
Relief Period”: the period commencing on the date on which the Administrative Agent receives from the Borrower the Compliance
Certificate in respect of the fiscal quarter ending June 30, 2021March
31, 2022 and ending on the earlier of (i) the date that the Administrative Agent receives a Covenant Relief Period
Termination Notice from Borrower and (ii) the date upon which the Borrower fails to satisfy the Covenant Relief Period Conditions.
The date on which the Extended Covenant Relief Period ends is referred to as the “Extended Covenant Relief Period Termination
Date”.


 


“Extended Covenant Relief Period Ratio Levels”:


 


	
         

        Fiscal Quarter Ended
	Consolidated Net 

First Lien Leverage Ratio
	The secondfirst fiscal quarter of Holdings of 20212022 though the thirdsecond fiscal quarter of Holdings of 20212022	6.00:1.00
	
        The lastthird fiscal
        quarter of Holdings of 20212022 though
        the firstlast fiscal
        quarter of Holdings of 2022
	5.75:1.00
	The secondfirst fiscal quarter of Holdings of 20222023 through the thirdsecond fiscal quarter of Holdings of 20222023	5.25:1.00



 






    -35-


     


    

 


	The lastthird fiscal quarter of Holdings of 20222023 though the firstlast fiscal quarter of Holdings of 2023	4.75:1.00
	The secondfirst fiscal quarter of Holdings of 20232024 and thereafter	4.50:1.00


 


“Extended Covenant Relief
Period Termination Date”: as defined in the definition of “Extended Covenant Relief Period”.


 


“Extended Loans”: as defined in
Section 2.26(a).


 


“Extended Revolving Commitments”:
as defined in Section 2.26(a).


 


“Extended Revolving Tranche”: as defined in Section 2.26(a).


 


“Extended
Term Loans”: as defined in Section 2.26(a).


 


“Extended Term Tranche”: as
defined in Section 2.26(a).


 


“Extended Tranche”: as defined in Section 2.26(a).


 


“Extending Lender”:
as defined in Section 2.26(b).


 


“Extension”: as defined in Section 2.26(b).


 


“Extension Amendment”: as
defined in Section 2.26(c).


 


“Extension Date”: as defined in Section 2.26(d).


 


“Extension Election”:
as defined in Section 2.26(b).


 


“Extension Request”: as defined in Section 2.26(a).


 


“Extension Series”:
all Extended Loans or Extended Revolving Commitments, as applicable, that are established pursuant to the same Extension Amendment
(or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Loans or Extended
Revolving Commitments, as applicable, provided for therein are intended to be part of any previously established Extension Series)
and that provide for the same interest margins and amortization schedule.


 


“Facility”:
each of (a) the Initial Term B-1 Loans (the “Term B-1 Facility”), (b) the Initial Term B-2 Loans (the “Term
B-2 Facility”), (c) the Initial Term B-3 Loans (the “Term B-3 Facility”), (d) the Initial Term B-4
Loans (the “Term B-4 Facility”), (e) the Initial Term B-5 Loans (the “Term B-5 Facility”),
(f) any New Loan Commitments and the New Loans made thereunder (a “New Facility”), (g) the Dollar Revolving
Commitments and the extensions of credit (including Swingline Loans and Dollar Letters of Credit) made thereunder (the “Dollar
Revolving Facility”), (h) the Multi-Currency Revolving Commitments and the extensions of credit (including Multi-Currency
Letters of Credit) made thereunder (the “Multi-Currency Revolving Facility”), (i) any Extended Loans (of the
same Extension Series) (an “Extended Term Facility”), (j) any Extended Revolving Commitments (of the same Extension
Series) (an “Extended Revolving Facility”), (k) any Refinancing Term Loans of the same Tranche (a “Refinancing


 






    -36-


     


    

 


Term Facility”) and (l) any Refinancing
Revolving Commitments of the same Tranche (a “Refinancing Revolving Facility”).


 


“Fair Market Value”:
with respect to any assets, Property (including Capital Stock) or Investment, the fair market value thereof as determined in good
faith by the Borrower.


 


“Fair Value”:
the amount at which the assets (both tangible and intangible), in their entirety, of Holdings and its Subsidiaries taken as a whole
and after giving effect to the consummation of the Transactions, the Bally Transactions, the Amendment No. 2 Transactions, the
Amendment No. 3 Transactions or the Amendment No. 4 Transactions, as applicable, would change hands between a willing buyer and
a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with
neither being under any compulsion to act.


 


“FATCA”:
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof,
any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (together with any
law implementing such agreements).


 


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


 


“Fee Payment Date”:
commencing on March 31, 2014, (a) the last Business Day of each March, June, September and December and (b) the last day of the
Revolving Commitment Period.


 


“Fixed Charge Coverage
Ratio”: as of any date of determination, the ratio of (a) Consolidated EBITDA of Holdings and its Restricted Subsidiaries
for the most recently ended Test Period to (b) Fixed Charges of Holdings and its Restricted Subsidiaries for such Test Period.
In the event that Holdings or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases
or otherwise discharges any Indebtedness or issues or redeems Disqualified Capital Stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is being calculated, then the Fixed Charge Coverage Ratio will be calculated on
a pro forma basis as if such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge
of Indebtedness or issuance or redemption of Disqualified Capital Stock, and the use of the proceeds therefrom, had occurred at
the beginning of the Test Period.


 


“Fixed Charges”:
for any Test Period, the sum of (a) Consolidated Net Interest Expense and (b) the product of (x) all dividend payments on any series
of Disqualified Capital Stock of Holdings paid, accrued or scheduled to be paid or accrued during the applicable Test Period, times
(y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated
federal, state and local tax rate of Holdings expressed as a decimal.


 


“Flood Insurance Laws”:
collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of
1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood
Insurance Reform


 






    -37-


     


    

 


Act of 2004 as now or hereafter in effect or any
successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any
successor statute thereto.


 


“Foreign Currency
Equivalent”: at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable
Permitted Foreign Currency at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date)
for the purchase of such Permitted Foreign Currency with Dollars.


 


“Foreign Subsidiary”: any Restricted
Subsidiary of Holdings that is not a Domestic Subsidiary.


 


“Foreign Subsidiary Holding
Company”: any Restricted Subsidiary of Holdings which is a Domestic Subsidiary substantially all of the assets of
which consist of the Capital Stock or Indebtedness of one or more Foreign Subsidiaries (or Restricted Subsidiaries thereof)
and other assets relating to an ownership interest in such Capital Stock or Indebtedness, or Restricted Subsidiaries.


 


“Fronting Exposure”: as defined
in Section 2.6(f).


 


“Funded Debt”:
with respect to any Person, all Indebtedness of such Person of the types described in clauses (a), (b)(i), (e), (g)(ii), (h) or,
to the extent related to Indebtedness of the types described in the preceding clauses, (d) of the definition of “Indebtedness,”
in each case, to the extent reflected as indebtedness on such Person’s balance sheet.


 


“Funding
Office”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from
time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.


 


“GAAP”:
generally accepted accounting principles in the United States as in effect from time to time, as included within the Accounting
Standards Codification as maintained by the Financial Accounting Standards Board. If at any time the SEC permits or requires U.S.-domiciled
companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes
and the Borrower notifies the Administrative Agent that it will effect such change, without limiting Section 10.16, effective from
and after the date on which such transition from GAAP to IFRS is completed by the Borrower or Holdings, references herein to GAAP
shall thereafter be construed to mean (a) for periods beginning on and after the required transition date or the date specified
in such notice, as the case may be, IFRS as in effect from time to time and (b) for prior periods, GAAP as defined in the first
sentence of this definition.


 


“Gaming Approval”:
any and all approvals, authorizations, permits, consents, rulings, orders or directives of any Governmental Authority (i) necessary
to enable Holdings and its Subsidiaries to engage in the lottery, gambling, casino, horse racing or gaming business or otherwise
continue to conduct their business as it is conducted on the Closing Date or any Permitted Business (directly or indirectly through
a joint venture or other Person) conducted after the Closing Date, (ii) that regulates gaming in any jurisdiction in which Holdings
and its Subsidiaries conduct gaming activities and has jurisdiction over such persons (including any successors to any of them)
or (iii) necessary to accomplish the transactions contemplated hereby.


 


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


 






    -38-


     


    

 


“Gaming Facility”:
as to any Person, any lottery operation, gaming establishment and other property or assets directly ancillary thereto or used in
connection therewith, including any casinos, hotels, resorts, race tracks, off-track wagering sites and other recreation and entertainment
facilities.


 


“Gaming Laws”:
as to any Person, (a) constitutions, treaties, statutes or laws governing Gaming Facilities (including pari-mutuel race tracks)
and rules, regulations, codes and ordinances of any Gaming Authority, and all administrative or judicial orders or decrees or other
laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gambling, gaming or Gaming
Facility activities conducted by Holdings or any of its Subsidiaries within its jurisdiction, (b) Gaming Approvals and (c) orders,
decisions, determinations, judgments, awards and decrees of any Gaming Authority.


 


“Governmental Authority”:
any nation or government, any state, province or other political subdivision thereof and any governmental entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to government and, as to any Lender, any securities
exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).


 


“Guarantee
and Collateral Agreement”: the Guarantee and Collateral Agreement, dated as of the Closing Date, among Holdings, the
Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be amended, supplemented, waived
or otherwise modified from time to time.


 


“Guarantee
Obligation”: as to any Person (the “guaranteeing person”), any obligation of (a) the
guaranteeing person or (b) another Person (including any bank under any letter of credit) pursuant to which the guaranteeing
person has issued a guarantee, reimbursement, counterindemnity or similar obligation, in either case guaranteeing or by which
such Person becomes contingently liable for any Indebtedness (the “primary obligations”) of any other
third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any
obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property
constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any
such primary obligation or (2) to maintain working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase
Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the
owner of any such primary obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of
business and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any
acquisition or disposition of assets or any Investment permitted under this Agreement. The amount of any Guarantee Obligation
of any guaranteeing Person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such
guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such
primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in
which case, the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated
liability in respect thereof (assuming such person is required to perform thereunder) as determined by such Person in good
faith.


 


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


 






    -39-


     


    

 


“Guaranty”:
collectively, the guaranty made by the Guarantors under the Guarantee and Collateral Agreement in favor of the Secured Parties,
together with each other guaranty delivered pursuant to Section 6.8.


 


“Hedge Agreements”:
all agreements with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial
or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of
these transactions, in each case, entered into by Holdings or any Restricted Subsidiary.


 


“Holdings”: as
defined in the introductory paragraph of this Agreement, including any successor thereto pursuant to a merger permitted by Section
7.4(j).


 


“IFRS”: International
Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any
successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified
Public Accountants, or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.


 


“Immaterial Subsidiary”:
on any date, any Restricted Subsidiary of Holdings designated as such by the Borrower, but only to the extent that such Restricted
Subsidiary has less than 3.5% of Consolidated Total Assets and 3.5% of annual consolidated revenues of Holdings and its Restricted
Subsidiaries on a pro forma basis based on the most recent financial statements delivered pursuant to Section 6.1 prior to such
date; provided that at no time shall all Immaterial Subsidiaries have in the aggregate Consolidated Total Assets or annual
consolidated revenues (as reflected on the most recent financial statements delivered pursuant to Section 6.1 prior to such time)
in excess of 7.0% of Consolidated Total Assets or annual consolidated revenues, respectively, of Holdings and its Restricted Subsidiaries.


 


“Increase Supplement”: as
defined in Section 2.25(e).


 


“Increased Amount Date”: as defined in Section 2.25(a).


 


“Incremental Revolving Amount”:
an amount equal to the difference of (a) $650,000,000 less (b) the aggregate Revolving Commitments.




 


“Indebtedness”
of any Person: without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person
evidenced by (i) bonds (excluding surety bonds), debentures, notes or similar instruments, and (ii) surety bonds, (c) all obligations
of such Person for the deferred purchase price of Property or services already received, (d) all Guarantee Obligations by such
Person of Indebtedness of others, (e) all Capital Lease Obligations of such Person, (f) all payments that such Person would have
to make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding
Hedge Agreements (such payments in respect of any Hedge Agreement with a counterparty being calculated subject to and in accordance
with any netting provisions in such Hedge Agreement), (g) the principal component of all obligations, contingent or otherwise,
of such Person (i) as an account party in respect of letters of credit (other than any letters of credit, bank guarantees or similar
instrument in respect of which a back-to-back letter of credit has been issued under or permitted by this Agreement) and (ii) in
respect of bankers’ acceptances and (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Disqualified Capital Stock of such Person or any other Person, valued, in the case of a redeemable
preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and


 






    -40-


     


    

 


unpaid dividends; provided that Indebtedness
shall not include (A) trade and other payables, accrued expenses and liabilities and intercompany liabilities arising in the ordinary
course of business, (B) prepaid or deferred revenue arising in the ordinary course of business, (C) purchase price holdbacks arising
in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy unperformed obligations
of the seller of such asset, (D) payment and custodial obligations in respect of prize, jackpot, deposit, payment processing and
player account management operations or (E) earn-out and other contingent obligations until such obligations become a liability
on the balance sheet of such Person in accordance with GAAP. The Indebtedness of any Person shall include the Indebtedness of any
partnership in which such Person is a general partner, other than to the extent that the instrument or agreement evidencing such
Indebtedness expressly limits the liability of such Person in respect thereof (or provides for reimbursement to such Person).


 


“Indebtedness for
Borrowed Money”: (a) to the extent the following would be reflected on a consolidated balance sheet of Holdings and its
Restricted Subsidiaries prepared in accordance with GAAP, the principal amount of all Indebtedness of Holdings and its Restricted
Subsidiaries with respect to (i) borrowed money, evidenced by debt securities, debentures, acceptances, notes or other similar
instruments and (ii) Capital Lease Obligations, (b) reimbursement obligations for letters of credit and financial guarantees (without
duplication) (other than ordinary course of business contingent reimbursement obligations) and (c) Hedge Agreements; provided
that the Obligations shall not constitute Indebtedness for Borrowed Money.


 


“Indemnified Liabilities”: as defined
in Section 10.5.


 


“Indemnified
Taxes”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any
Obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the immediately preceding
clause (a), Other Taxes.


 


“Indemnitee”: as defined in Section
10.5.


 


“Initial Covenant Relief
Period”: the period commencing on the Covenant Relief Period Commencement Date and ending on the earliest of (i) the
date on which the Administrative Agent receives from the Borrower the Compliance Certificate in respect of the fiscal quarter ending
June 30, 2021,March 31, 2022, (ii)
the date that the Administrative Agent receives a Covenant Relief Period Termination Notice from Borrower and (iii) the date upon
which the Borrower fails to satisfy the Covenant Relief Period Conditions. The date on which the Covenant Relief Period ends is
referred to as the “Initial Covenant Relief Period Termination Date”.


 


“Initial Covenant Relief
Period Termination Date”: as defined in the definition of “Initial Covenant Relief Period”.


 


“Initial Term B-1 Loans”:
as defined in Section 2.1(a).


 


“Initial Term B-2 Loans”: as defined in Section 2.1(b).


 


“Initial Term B-3 Loans”:
the Additional Term B-3 Loans and the term loans deemed made by the Lenders to the Borrower on the Amendment No. 2 Effective Date
pursuant to Amendment No. 2.


 


“Initial Term B-4 Loans”:
the term loans made by the Lenders to the Borrower pursuant to Section 2.1(c) (as in effect on the Amendment No. 3 Effective Date)
on the Amendment No. 3 Effective Date pursuant to Amendment No. 3.


 






    -41-


     


    

 


“Initial Term B-5 Loans”:
the Additional Term B-5 Loans and the term loans deemed made by the Lenders to the Borrower on the Amendment No. 4 Effective Date
pursuant to Amendment No. 4.


 


“Initial Term Loans”:
the Initial Term B-1 Loans, the Initial Term B-2 Loans, the Initial Term B-3 Loans, the Initial Term B-4 Loans and the Initial
Term B-5 Loans.


 


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


 


“Insolvent”: pertaining to a condition
of Insolvency.


 


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


 


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


 


“Interest Payment Date”:
(a) commencing on December 31, 2013, as to any ABR Loan, the last Business Day of each March, June, September and December to occur
while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurocurrency Loan having an Interest Period
of three months or less, the last day of such Interest Period, (c) as to any Eurocurrency Loan having an Interest Period longer
than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and
the last day of such Interest Period and (d) as to any Loan (other than any Revolving Loan that is an ABR Loan), the date of any
repayment or prepayment made in respect thereof.


 


“Interest Period”:
as to any Eurocurrency Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurocurrency Loan and ending one, two, three or six or (except as otherwise provided in clause (iv) of this definition,
if available from all Lenders under the relevant Facility) twelve months (or such other period acceptable to all such Lenders or,
in the case of the borrowings on the Bally Acquisition Date, such other period acceptable to the Administrative Agent) thereafter,
as selected by the Borrower in its notice of borrowing or notice of continuation or conversion, as the case may be, given with
respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to
such Eurocurrency Loan and ending one, two, three or six or (if available from all Lenders under the relevant Facility) twelve
months (or such other period acceptable to all such Lenders) thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not later than 1:00 P.M., New York City time, on the date that is three Business Days prior to the last day
of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest
Periods are subject to the following:


 


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


 


(ii)              
any Interest Period that would otherwise extend beyond the scheduled Revolving Termination Date or beyond the date final
payment is due on the Term Loans shall end on the Revolving Termination Date or such due date, as applicable;


 






    -42-


     


    

 


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


 


(iv)              
the Borrower may elect an Interest Period of one week at any time between the Closing Date and January 31, 2014.


 


“Investments”: as defined in Section
7.7.


 


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


 


“Issuing Lenders”:
the collective reference to the Dollar Issuing Lenders and the Multi-Currency Issuing Lenders.


 


“Joinder Agreement”: an agreement
substantially in the form of Exhibit H.


 


“Joint Bookrunners”:
(a) in connection with Amendment No. 4, Bank of America, N.A., JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., Fifth
Third Bank, Credit Suisse Securities (USA) LLC, Citizens Bank, N.A., PNC Capital Markets LLC, Macquarie Capital (USA) Inc. and
Goldman Sachs Bank USA, in their capacity as joint bookrunners, and (b) otherwise, BofA Securities, Inc., JPMorgan Chase Bank,
N.A., Deutsche Bank Securities Inc., BNP Paribas Securities Corp., Fifth Third Bank, Barclays Bank PLC, RBC Capital Markets, SunTrust
Robinson Humphrey, Inc., Credit Suisse Loan Funding LLC, Citizens Bank, N.A., Macquarie Capital (USA) Inc., and Goldman Sachs Bank
USA, in their capacity as joint bookrunners.


 


“Junior Financing”: as defined in
Section 7.8.


 


“Junior Financing Documentation”:
any documentation governing any Junior Financing.


 


“Latest Maturing Term
Loans”: at any date of determination, the Tranche (or Tranches) of Term Loans maturing later than all other Term
Loans outstanding on such date.


 


“Latest Maturity Date”:
at any date of determination, the latest maturity date or termination date applicable to any Loan or Commitment hereunder at such
time.


 


“L/C Commitment”:
(a) as of the Closing Date, $200,000,000, (b) as of the Bally Acquisition Date, $350,000,000, and (c) as of the Amendment No. 4
Effective Date, $350,000,000.


 


“L/C Disbursements”:
the collective reference to the Dollar L/C Disbursements and the Multi-Currency L/C Disbursements.


 


“L/C Obligations”:
the collective reference to the Dollar L/C Obligations and the Multi-Currency L/C Obligations.


 


“L/C Participants”:
the collective reference to all the Dollar L/C Participants and Multi-Currency L/C Participants.


 


“L/C Shortfall”: as defined in Section
3.4(d).


 






    -43-


     


    

 


“LCA Election”: as defined
in Section 1.2(h).


 


“LCA Test Date”: as defined in Section 1.2(h).


 


“Lead Arrangers”:
(a) in connection with Amendment No. 4, Bank of America, N.A., JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., Credit
Suisse Securities (USA) LLC, Citizens Bank, N.A., Fifth Third Bank, PNC Capital Markets LLC, Macquarie Capital (USA) Inc. and Goldman
Sachs Bank USA, in their capacity as joint lead arrangers, (b) otherwise, BofA Securities, Inc., JPMorgan Chase Bank, N.A., Deutsche
Bank Securities Inc., BNP Paribas Securities Corp., Fifth Third Bank, Barclays Bank PLC, RBC Capital Markets, SunTrust Robinson
Humphrey, Inc., Credit Suisse Loan Funding LLC, Citizens Bank, N.A., Macquarie Capital (USA) Inc., and Goldman Sachs Bank USA,
in their capacity as joint lead arrangers.


 


“Lender Joinder Agreement”: as defined
in Section 2.25(e).


 


“Lenders”: as
defined in the preamble hereto. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.


 


“Letters of Credit”:
any letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder and shall
include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.
Letters of Credit may be issued in Dollars or in a Permitted Foreign Currency.


 


“Liabilities”:
the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of Holdings and its
Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, the Bally Transactions,
the Amendment No. 2 Transactions, the Amendment No. 3 Transactions or the Amendment No. 4 Transactions, as applicable, determined
in accordance with GAAP consistently applied.


 


“LIBOR Screen Rate”
means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from time to time).


 


“LIBOR Successor Rate”: as defined
in Section 2.27.


 


“LIBOR Successor Rate
Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition
of ABR, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters
as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and
to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or,
if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or
that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the
Administrative Agent determines in consultation with the Borrower).


 


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


 






    -44-


     


    

 


“Limited Condition
Acquisition”: any acquisition, including by way of merger, amalgamation or consolidation, by one or more of Holdings,
the Borrower and its Restricted Subsidiaries of any assets, business or Person permitted by this Agreement whose consummation is
not conditioned on the availability of, or on obtaining, third party acquisition financing and which is designated as a Limited
Condition Acquisition by Holdings, the Borrower or such Restricted Subsidiary in writing to the Administrative Agent and Lenders.


 


“Limited Condition Acquisition Provision”:
as defined in Section 1.2(h).


 


“Liquidity”: the sum of (i)
all Unrestricted Cash of Holdings and its Restricted Subsidiaries and (ii) the aggregate Available Revolving Commitments of
all Revolving Lenders at such time, provided that, with respect to this clause (ii), the conditions set forth in
Sections 5.2(a) and 5.2(b) shall be satisfied at such time.


 


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


 


“Loan Documents”:
the collective reference to this Agreement, the Security Documents and the Notes (if any), together with any amendment, supplement,
waiver, or other modification to any of the foregoing.


 


“Loan Parties”: Holdings, the Borrower
and each Subsidiary Guarantor.


 


“London Banking Day”:
any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.


 


“Mafco”: MacAndrews & Forbes
Holdings, Inc.


 


“Majority Facility
Lenders”: with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the
Term Loans or the Revolving Extensions of Credit, as the case may be, outstanding under such Facility (or (i) in the case of any
Revolving Facility, prior to any termination of the Revolving Commitments under such Facility, the holders of more than 50% of
the Revolving Commitments under such Facility, (ii) in the case of any New Facility that is a revolving credit facility, prior
to any termination of the New Loan Commitments under such Facility, the holders of more than 50% of the New Loan Commitments under
such Facility or (iii) in the case of any Extended Revolving Facility, prior to any termination of the Extended Revolving Commitments
under such Facility, the holders of more than 50% of the Extended Revolving Commitments under such Facility); provided,
however, that determinations of the “Majority Facility Lenders” shall exclude any Commitments or Loans held
by Defaulting Lenders.


 


“Mandatory Prepayment Date”: as
defined in Section 2.12(e).


 


“Material Adverse
Effect”: a material adverse effect on (a) the business, operations, assets, financial condition or results of operations
of Holdings and its Restricted Subsidiaries, taken as a whole, or (b) the material rights and remedies available to the Administrative
Agent and the Lenders, taken as a whole, or on the ability of the Loan Parties, taken as a whole, to perform their payment obligations
to the Lenders, in each case, under the Loan Documents.


 


“Material Real Property”:
any Real Property located in the United States and owned in fee by a Loan Party on the Closing Date having an estimated Fair Market
Value exceeding $7,500,000 and any after-acquired Real Property located in the United States owned by a Loan Party having a gross
purchase price exceeding $7,500,000 at the time of acquisition; provided that (i) no Specified Real Property shall


 






    -45-


     


    

 


constitute a Material Real Property unless otherwise
satisfying the terms of this definition on or after the one year anniversary of (x) with respect to any Material Real Property
owned prior to the Bally Acquisition and Amendment Effectiveness Date, the Amendment No. 1 Effective Date (as defined in Amendment
No. 1) and (y) with respect to any Material Real Property acquired in connection with the Bally Transactions, the Bally Acquisition
and Amendment Effectiveness Date and (ii) at no time shall the aggregate estimated Fair Market Value of all Real Property located
in the United States and owned in fee by the Loan Parties that is not considered “Material Real Property” exceed $50,000,000.


 


“Materials of Environmental
Concern”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated
biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity and any other substances that are defined
as hazardous or toxic under any Environmental Law, that are regulated pursuant to any Environmental Law.


 


“Maximum Incremental Facilities
Amount”: at any date of determination, the sum of (a) $350,000,000 and (b) an additional unlimited amount if, after
giving pro forma effect to the incurrence of such additional amount (and in the case of any Supplemental Revolving
Commitment Increase being initially provided on any date of determination, as if loans thereunder were drawn in full on such
date) and after giving effect to any acquisition consummated substantially concurrently therewith and all other appropriate pro
forma adjustment events, the Consolidated Net First Lien Leverage Ratio is equal to or less than 3.25:1.00 (it being
understood that (A) the unlimited amount in clause (b) above shall be deemed to be used prior to the amount in clause (a)
above to the extent the Consolidated Net First Lien Leverage Ratio requirement is satisfied, (B) if pro forma effect is given
to the entire committed amount of any such amount, such committed amount may thereafter be borrowed and reborrowed, in whole
or in part, from time to time, without further compliance with this clause and (C) for purposes of calculating the
Consolidated Net First Lien Leverage Ratio only on the applicable date of incurrence, (I) any such amount incurred shall be
treated as if such amount is first lien Funded Debt, regardless of whether such amount is actually secured on a first lien
basis and (II) any cash proceeds from such incurrence shall be excluded from such calculation).


 


“Maximum Rate”: as defined in Section
10.20.


 


“Merger”: the
merger of SG California Merger Sub, Inc. with and into Target pursuant to, and as contemplated by, the Merger Agreement.


 


“Merger Agreement”:
the Agreement and Plan of Merger, dated as of January 30, 2013, by and among, Holdings, SG California Merger Sub, Inc., the Borrower
and WMS Industries, Inc.


 


“Minimum Extension Condition”: as
defined in Section 2.26(g).


 


“Moody’s”: Moody’s
Investors Service, Inc. or any successor to the rating agency business thereof.


 


“Mortgage”:
any mortgage, deed of trust, hypothec, assignment of leases and rents or other similar document delivered on or after the Closing
Date by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, with respect
to Mortgaged Properties, each substantially in form and substance reasonably acceptable to the Administrative Agent and the Borrower
(taking into account the law of the jurisdiction in which such mortgage, deed of trust, hypothec or similar document is to be recorded),
as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 






    -46-


     


    


 


“Mortgaged Properties”:
all Real Property owned by a Loan Party that is, or is required to be, subject to a Mortgage pursuant to the terms of this Agreement.


 


“Multi-Currency Issuing
Lenders”: (a) Bank of America, N.A. (including with respect to Existing Letters of Credit under clause (b) of the definition
of “Existing Letters of Credit” that are Multi-Currency Letters of Credit), (b) with respect to Existing Letters of
Credit under clause (a) of the definition of “Existing Letters of Credit” that are Multi-Currency Letters of Credit,
JPMorgan Chase Bank, N.A. and (c) any other Multi-Currency Revolving Lender from time to time designated by the Borrower, in its
sole discretion, as a Multi-Currency Issuing Lender with the consent of such other Multi-Currency Revolving Lender.


 


“Multi-Currency L/C Disbursements”:
as defined in Section 3.4(a)(ii).


 


“Multi-Currency L/C
Obligations”: at any time, an amount equal to the sum of (a) the Dollar Equivalent of the aggregate then undrawn
and unexpired face amount of the then outstanding Multi-Currency Letters of Credit and (b) the Dollar Equivalent of the
aggregate amount of drawings under Multi-Currency Letters of Credit that have not then been reimbursed. The Multi-Currency
L/C Obligations of any Lender at any time shall be its Multi-Currency Revolving Percentage of the total Multi-Currency L/C
Obligations at such time. For purposes of computing the amount available to be drawn under any Multi-Currency Letter of
Credit, the amount of such Multi-Currency Letter of Credit shall be determined in accordance with Section 1.5. For all
purposes of this Agreement, if on any date of determination a Multi-Currency 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, upon notice from the
Administrative Agent to the Borrower such Multi-Currency Letter of Credit shall be deemed to be “outstanding” in
the amount so remaining available to be drawn.


 


“Multi-Currency
L/C Participants”: the collective reference to all the Multi-Currency Revolving Lenders other than the applicable Multi-Currency
Issuing Lender and, for purposes of Section 3.4(d), the collective reference to all Multi-Currency Revolving Lenders.


 


“Multi-Currency Letter
of Credit”: a Letter of Credit denominated in Dollars or in a Permitted Foreign Currency and issued by any Multi-Currency
Issuing Lender under the Multi-Currency Revolving Commitments.


 


“Multi-Currency Revolving
Commitments”: (i) prior to the Amendment No. 5 Effective Date, the Original Multi-Currency Revolving Commitments, and
(ii) on or after the Amendment No. 5 Effective Date, the 2019 Multi-Currency Revolving Commitments.


 


“Multi-Currency Revolving
Extensions of Credit”: as to any Multi-Currency Revolving Lender at any time, an amount equal to the Dollar Equivalent
of the sum of, without duplication (a) the aggregate principal amount of all Multi-Currency Revolving Loans held by such Lender
then outstanding and (b) such Lender’s Multi-Currency Revolving Percentage of the Multi-Currency L/C Obligations then outstanding.


 


“Multi-Currency Revolving Facility”:
as defined in the definition of “Facility.”


 


“Multi-Currency Revolving
Lender”: each Lender that has a Multi-Currency Revolving Commitment or that holds Multi-Currency Revolving Loans.


 


“Multi-Currency Revolving Loans”:
as defined in Section 2.4(a).





 






    -47-


     


    

 


“Multi-Currency Revolving
Percentage”: as to any Multi-Currency Revolving Lender at any time, the percentage which such Lender’s Multi-Currency
Revolving Commitment then constitutes of the aggregate Multi-Currency Revolving Commitments or, at any time after the Multi-Currency
Revolving Commitments shall have expired or terminated, the percentage which such Multi-Currency Revolving Lender’s Multi-Currency
Revolving Extensions of Credit then outstanding constitutes of the aggregate Multi-Currency Revolving Extensions of Credit then
outstanding.


 


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


 


“Net Cash Proceeds”:
(a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including
any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received) received by any Loan Party, net of (i) attorneys’ fees,
accountants’ fees, investment banking fees, brokers’ fees, consulting fees, amounts required to be applied to the repayment
of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Asset Sale or Recovery
Event (other than any Lien pursuant to a Security Document) or the repayment of any other Indebtedness of an Unrestricted Subsidiary
that is sold pursuant to an Asset Sale and other customary fees and expenses actually incurred by any Loan Party in connection
therewith; (ii) taxes paid or reasonably estimated to be payable by any Loan Party as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements) and, in the case of any Asset Sale of the Social Gaming
Business, such taxes to be determined for the applicable Unrestricted Subsidiaries on a stand-alone basis; (iii) the amount of
any liability paid or to be paid or reasonable reserve established in accordance with GAAP against any liabilities (other than
any taxes deducted pursuant to clause (ii) above) (A) associated with the assets that are the subject of such event and (B) retained
by Holdings or any of its Restricted Subsidiaries, provided that the amount of any subsequent reduction of such reserve
(other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of such event
occurring on the date of such reduction and (iv) the pro rata portion of the Net Cash Proceeds thereof (calculated without regard
to this clause (iv)) attributable to minority interests and not available for distribution to or for the account of the Borrower
or any Domestic Subsidiary as a result thereof and (b) in connection with any Equity Issuance or issuance or sale of debt securities
or instruments or the incurrence of Funded Debt, the cash proceeds received from such issuance or incurrence, net of attorneys’
fees, investment banking fees, accountants’ fees, consulting fees, underwriting discounts and commissions and other customary
fees and expenses actually incurred in connection therewith.


 


“New Debt”:
any New Notes and/or new loans issued or incurred, as applicable, in connection with the Bally Transactions.


 


“New Facility”: as defined in the
definition of “Facility.”


 


“New Incremental Notes”:
one or more series of senior secured, senior unsecured, senior subordinated or subordinated notes (which notes, if secured by the
Collateral, are secured on a first lien pari passu basis with the Liens securing the Obligations or secured on a “junior”
basis with the Liens securing the Obligations) and guaranteed only by the Guarantors in an aggregate amount for all such New Incremental
Notes (when taken together with any New Loan Commitments that have become effective or will become effective simultaneously with
the issue of any such New Incremental Notes) not in excess of, at the time the respective New Incremental Notes are issued, the
Maximum Incremental Facilities Amount; provided that no Event of Default would exist after giving pro forma effect thereto
subject to the Permitted Acquisition Provisions (if applicable). The issuance of any New Incremental Notes is subject to the following
conditions: (i) the delivery to the Administrative Agent of a certificate





 






    -48-


     


    

 


of the Borrower certifying and attaching the resolutions
adopted by the Borrower approving or consenting to the issuance of such New Incremental Notes, and certifying that the conditions
precedent set forth in the following subclauses (ii) through (v) have been satisfied (which certificate shall include supporting
calculations demonstrating compliance, if applicable, with the Maximum Incremental Facilities Amount), (ii) such New Incremental
Notes shall not be guaranteed by any Person that is not a Guarantor, (iii) to the extent secured, such New Incremental Notes shall
be subject to an Other Intercreditor Agreement, (iv) such New Incremental Notes shall have a final maturity no earlier than 91
days after the then Latest Maturity Date, (v) (A) if such New Incremental Notes are secured, the weighted average life to maturity
of such New Incremental Notes shall not be shorter than that of any then-existing Term Loan Tranche, and (B) if such New Incremental
Notes are unsecured, such New Incremental Notes shall not be subject to any amortization prior to the final maturity thereof,
or be subject to any mandatory redemption or prepayment provisions (except customary assets sale, recovery event and change of
control provisions), (vi) if such New Incremental Notes are secured, such New Incremental Notes shall not be subject to any mandatory
redemption or prepayment provisions (except to the extent any such mandatory redemption or prepayment is required to be applied
pro rata to the Term Loans and other Indebtedness that is secured on a pari passu basis with the Obligations) and (vii) the covenants,
events of default, guarantees, collateral and other terms of such New Incremental Notes are customary for similar debt securities
in light of then-prevailing market conditions at the time of issuance (it being understood that (x) no New Incremental Notes shall
include any financial maintenance covenants (including indirectly by way of a cross-default to this Agreement), but that customary
cross-acceleration provisions may be included and (y) any negative covenants with respect to indebtedness, investments, liens
or restricted payments shall be incurrence-based) and in any event are not more restrictive to Holdings and its Restricted Subsidiaries
than those set forth in this Agreement (other than with respect to interest rate and redemption provisions), except for covenants
or other provisions applicable only to periods after the then Latest Maturity Date. The Lenders hereby authorize the Administrative
Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate
in order to secure any New Incremental Notes with the Collateral and/or to make such amendments as may be necessary or appropriate
in the reasonable opinion of the Administrative Agent and the Borrower in connection with the issuance of such New Incremental
Notes, in each case on terms consistent with this definition.


 


“New Lender”: as defined in Section
2.25(c).


 


“New Loan Commitments”: as defined
in Section 2.25(a).


 


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


 


“New Notes”: as defined in the definition of Bally Transactions.


 


“New Notes Issuer”: the Borrower,
in its own capacity or as successor to any Escrow Entity.


 


“New Secured Notes”: as defined in the definition
of Bally Transactions.


 


“New Subsidiary”: as defined in
Section 7.2(t).


 


“New Term Lender”: a Lender
that has a New Term Loan.


 


“New Term Loan Commitment”: as defined in Section 2.25(a).


 


“New Term Loans”:
as defined in Section 2.25(a).





 






    -49-


     


    

 


“New Unsecured Notes”: as defined
in the definition of Bally Transactions.


 


“No Undisclosed Information
Representation”: with respect to any Person, a representation that such Person is not in possession of any material non-public
information with respect to Holdings or any of its Subsidiaries that has not been disclosed to the Lenders generally (other than
those Lenders who have elected to not receive any non-public information with respect to Holdings or any of its Subsidiaries),
and if so disclosed could reasonably be expected to have a material effect upon, or otherwise be material to, the market price
of the applicable Loan, or the decision of an assigning Lender to sell, or of an assignee to purchase, such Loan.


 


“Non-Defaulting Lender”: any Lender
other than a Defaulting Lender.


 


“Non-Excluded Subsidiary”:
any Subsidiary of Holdings or the Borrower which is not an Excluded Subsidiary.


 


“Non-Extending Lender”: as defined
in Section 2.26(e).


 


“Non-Guarantor Subsidiary”:
any Subsidiary of Holdings or the Borrower which is not a Subsidiary Guarantor.


 


“Non-Recourse Debt”:
Indebtedness (a) with respect to which no default would permit (upon notice, lapse of time or both) any holder of any other Indebtedness
of Holdings or any of its Restricted Subsidiaries the outstanding principal amount of which individually exceeds $25,000,000 to
declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity
and (b) as to which the lenders or holders thereof will not have any recourse to the capital stock or assets of Holdings or any
of its Restricted Subsidiaries.


 


“Non-US Lender”: as defined in Section
2.20(d).


 


“Not Otherwise Applied”:
with reference to any proceeds of any transaction or event or of Excess Cash Flow or the Available Amount that is proposed to be
applied to a particular use or transaction, that such amount (a) was not required to prepay Loans pursuant to Section 2.12 and
(b) has not previously been (and is not simultaneously being) applied to anything other than such particular use or transaction
(including any application thereof as a Cure Right pursuant to Section 8.2).


 


“Note”:
any promissory note evidencing any Loan, which promissory note shall be in the form of Exhibit J-1, Exhibit J-2 or Exhibit J-3,
as applicable, or such other form as agreed upon by the Administrative Agent and the Borrower.


 


“Obligations”:
the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations
and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed or allowable
in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of the Borrower to the Administrative
Agent, the Collateral Agent or to any Lender (or, in the case of Specified Hedge Agreements or Cash Management Obligations of any
Loan Party to the Administrative Agent, the Collateral Agent, any other Agent, any Lender or any Affiliate of any of the foregoing),
whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, in each case,
which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified
Hedge Agreement, any Cash Management Obligations or any other document made, delivered or given in connection herewith or therewith,





 






    -50-


     


    

 


whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative
Agent or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided that (a) obligations
of any Loan Party under any Specified Hedge Agreement, any Cash Management Obligations shall be secured and guaranteed pursuant
to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed, (b)
any release of Collateral or Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders
of obligations under Specified Hedge Agreements or Cash Management Obligations and (c) the “Obligations” shall exclude
any Excluded Swap Obligations.


 


“OFAC”: the Office of Foreign Assets
Control of the United States Department of the Treasury.


 


“Open Market Purchase”: the purchase
by Holdings or any of its Subsidiaries by way of open market purchases of Term Loans in an aggregate principal amount of Term
Loans not to exceed of 20% of the principal amount of all Term Loans then outstanding (calculated as of the date of such purchase).


 


“Original Dollar Revolving
Commitments”: as to any Lender, the obligation of such Lender to make Dollar Revolving Loans and to participate in Dollar
Letters of Credit as set forth in this Agreement immediately prior to the Amendment No. 5 Effective Date.


 


“Original Multi-Currency
Revolving Commitments”: as to any Lender, the obligation of such Lender to make Multi-Currency Revolving Loans and to
participate in Multi-Currency Letters of Credit as set forth in this Agreement immediately prior to the Amendment No. 5 Effective
Date.


 


“Other Affiliate”:
the Sponsor and any Affiliate of the Sponsor, other than Holdings, any Subsidiary of Holdings and any natural person.


 


“Other Intercreditor
Agreement”: an intercreditor agreement, (a) to the extent in respect of Indebtedness secured by some or all of the Collateral
on a pari passu basis or a second priority basis with the Obligations, substantially in the form of Exhibit K hereto and (b) to
the extent in respect of Indebtedness secured by some or all of the Collateral on a third (or more junior) priority basis with
the Obligations, in a form reasonably acceptable to the Administrative Agent and the Borrower, in each case with such modifications
thereto as the Administrative Agent and the Borrower may mutually agree.


 


“Other Taxes”:
any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement
or any other Loan Document, except any such Taxes that are imposed as a result of a present or former connection between the Recipient
and the jurisdiction or Governmental Authority imposing such Tax (other than connections arising from such Recipient having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan
or Loan Document) with respect to an assignment (other than an assignment made pursuant to Sections 2.23 or 2.24).


 


“Parent Company”: any direct or
indirect parent of Holdings.


 


“Pari Passu Debt”:
Indebtedness that is secured by a Lien on the Collateral ranking equal with the Lien on such Collateral securing the Obligations
pursuant to one or more Other Intercreditor Agreements.





 






    -51-


     


    

 


“Participant”: as defined
in Section 10.6(c)(i).


 


“Participant Register”: as defined in Section 10.6(c)(iii).


 


“Payment Amount”:
as defined in Section 3.5.


 


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


 


“Permitted Acquisition”:
(a) any acquisition or other Investment approved by the Required Lenders, (b) any acquisition or other Investment made solely with
the Net Cash Proceeds of any substantially concurrent Equity Issuance or capital contribution (other than Disqualified Capital
Stock or Cure Amounts) or (c) any acquisition, in a single transaction or a series of related transactions, of a majority controlling
interest in the Capital Stock, or all or substantially all of the assets, of any Person, or of all or substantially all of the
assets constituting a division, product line or business line of any Person, in each case to the extent the applicable acquired
company or assets engage in or constitute a Permitted Business or Related Business Assets, so long as in the case of any acquisition
described in this clause (c), no Event of Default shall be continuing immediately after giving pro forma effect to such acquisition.


 


“Permitted Acquisition Provisions”:
as defined in Section 2.25(b).


 


“Permitted Business”:
the Business and any other services, activities or businesses incidental or related, similar or complementary to any line of business
engaged in by Holdings and/or its Subsidiaries as of the Closing Date (after giving effect to the Transactions) or as of the Bally
Acquisition Date (after giving effect to the Bally Transactions) or any business activity that is a reasonable extension, development
or expansion thereof or ancillary thereto.


 


“Permitted Foreign Currency”:
with respect to any Multi-Currency Revolving Loan or Multi-Currency Letter of Credit, Euros, Pounds Sterling, Canadian
Dollars, Australian Dollars and any other foreign currency reasonably requested by the Borrower from time to time and in
which the Multi-Currency Revolving Lenders or a Multi-Currency Issuing Lender, as applicable, may, in accordance with its
policies and procedures in effect at such time, lend Multi-Currency Revolving Loans or issue Multi-Currency Letters of
Credit, as applicable.


 


“Permitted Investors”:
the collective reference to the Sponsor and its Affiliates (but excluding any operating portfolio companies of the foregoing),
the members of management of any Parent Company, Holdings or any of its Subsidiaries that have ownership interests in any Parent
Company or Holdings as of the Closing Date, and the directors of Holdings or any of its Subsidiaries or any Parent Company as of
the Closing Date.


 


“Permitted Refinancing”:
with respect to any Person, refinancings, replacements, modifications, refundings, renewals or extensions of Indebtedness provided
that (a) there is no increase in the principal amount (or accreted value) thereof (excluding accrued interest, fees, discounts,
redemption and tender premiums, penalties and expenses), (b) the weighted average life to maturity of such Indebtedness is greater
than or equal to the shorter of (i) the weighted average life to maturity of the Indebtedness being refinanced and (ii) the remaining
weighted average life to maturity of the Latest Maturing Term Loans (other than a shorter weighted average life to maturity for
customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to
be exchanged for permanent financing which does not provide for a shorter weighted average life to maturity than the shorter of
(i) the weighted average life to maturity of the Indebtedness being refinanced and (ii) the remaining weighted average life to
maturity of the Latest Maturing Term Loans), (c) immediately after





 






    -52-


     


    

 


giving effect to such refinancing, replacement,
refunding, renewal or extension, no Event of Default shall be continuing and (d) neither Holdings nor any Restricted Subsidiary
shall be an obligor or guarantor of any such refinancings, replacements, modifications, refundings, renewals or extensions except
to the extent that such Person was (or, when initially incurred could have been) such an obligor or guarantor in respect of the
applicable Indebtedness being modified, refinanced, replaced, refunded, renewed or extended.


 


“Permitted Refinancing
Obligations”: any senior or subordinated Indebtedness (which Indebtedness may be (x) secured by the Collateral on a junior
basis, (y) unsecured or (z) in the case of Indebtedness incurred under this Agreement, loan agreements, customary bridge financings
or debt securities, secured by the Collateral on a pari passu basis), including customary bridge financings, in each case issued
or incurred by the Borrower or a Guarantor to refinance Indebtedness and/or Revolving Commitments incurred under this Agreement
and the Loan Documents and to pay fees, discounts, premiums and expenses in connection therewith; provided that (a) the
terms of such Indebtedness, other than a revolving credit facility that does not include scheduled commitment reductions prior
to maturity, shall not provide for a maturity date or weighted average life to maturity earlier than the maturity date or shorter
than the weighted average life to maturity (or, in the case of any such Indebtedness comprised of debt securities, 91 days after
the maturity date or the weighted average life to maturity) of the Indebtedness being refinanced, as applicable (other than an
earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary
conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide
for an earlier maturity date or a shorter weighted average life to maturity than the maturity date or the weighted average life
to maturity of the Indebtedness being refinanced, as applicable), (b) any such Indebtedness that is a revolving credit facility
shall not mature prior to the maturity date of the revolving commitments being replaced, (c) such Indebtedness shall not be secured
by any Lien on any asset of any Loan Party that does not also secure the Obligations, or be guaranteed by any Person other than
the Guarantors and (d) if secured by Collateral, such Indebtedness (and all related Obligations) either shall be incurred under
this Agreement on a senior secured pari passu basis with the other Obligations or shall be subject to the terms of an Other Intercreditor
Agreement.


 


“Permitted
Transferees”: with respect to any Person that is a natural person (and any Permitted Transferee of such Person), (a)
such Person’s immediate family, including his or her spouse, ex-spouse, children, step-children and their respective lineal
descendants, (b) the estate of Ronald O. Perelman and


(c) 
any other trust or legal entity the primary beneficiary of which is such Person’s immediate family, including his
or her spouse, ex-spouse, children, stepchildren or their respective lineal descendants and which is controlled by such Person.


 


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


 


“Plan”: at
a particular time, any employee benefit plan as defined in Section 3(3) of ERISA and in respect of which Holdings or any of its
Restricted Subsidiaries is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an
 “employer” as defined in Section 3(5) of ERISA, including a Multiemployer Plan.


 


“Platform”: as defined in Section
10.2(c).


 


“Pledged Securities”: as defined
in the Guarantee and Collateral Agreement.


 


“Pledged Stock”: as defined in the Guarantee and Collateral Agreement.





 






    -53-


     


    

 


“Prepayment Option Notice”: as defined
in Section 2.12(e).


 


“Present Fair Salable
Value”: the amount that could be obtained by an independent willing seller from an independent willing buyer if the assets
of Holdings and its Subsidiaries taken as a whole and after giving effect to the consummation of the Transactions, the Bally Transactions,
the Amendment No. 2 Transactions, the Amendment No. 3 Transactions or the Amendment No. 4 Transactions, as applicable, are sold
with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises
insofar as such conditions can be reasonably evaluated.


 


“Pricing Grid”: the table set forth
below:


 


	Consolidated Net First Lien 
 Leverage Ratio	 	Applicable

 Margin
 for Revolving 
 Loans that are 
 Eurocurrency
 Loans	 	 	Applicable 
 Margin for 
 Revolving Loans
 that are ABR 
 Loans	 	 	Applicable 
 Commitment Fee
 Rate	 
	> 3.00:1.00	 	 	3.00	%	 	 	2.00	%	 	 	0.50	%
	≤ 3.00:1.00 but > 2.00:1.00	 	 	2.75	%	 	 	1.75	%	 	 	0.375	%
	≤ 2.00:1.00	 	 	2.50	%	 	 	1.50	%	 	 	0.375	%



 


Changes in the Applicable Margin with respect to
Revolving Loans or the Applicable Commitment Fee Rate resulting from changes in the Consolidated Net First Lien Leverage Ratio
shall become effective on the date on which financial statements are delivered to the Lenders pursuant to Section 6.1 and shall
remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above
are not delivered within the time periods specified in Section 6.1, then, at the option of (and upon the delivery of notice (telephonic
or otherwise) by) the Administrative Agent or the Required Lenders, until such financial statements are delivered, the Consolidated
Net First Lien Leverage Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of
this definition be deemed to be greater than 3.00 to 1.00. In addition, at all times while an Event of Default set forth in Section
8.1(a) or 8.1(f) shall have occurred and be continuing, the Consolidated Net First Lien Leverage Ratio shall for the purposes of
the Pricing Grid be deemed to be greater than 3.00 to 1.00.


 


“Prime Rate”: as defined in the
definition of “ABR.”


 


“Property”:
any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible,
including Capital Stock.


 


“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time
to time.


 


“Public Information”: as
defined in Section 10.2(c).


 


“Public Lender”: as defined in Section 10.2(c).


 


“Qualified Capital Stock”: any Capital
Stock that is not Disqualified Capital Stock.


 


“Qualified Contract”:
any new contract relating to the establishment, provision or operation of new lottery, gaming or other services or products by
Holdings or any of its Restricted Subsidiaries so 


 






    -54-


     


    

 


long as an officer of the Borrower has certified to the Administrative Agent
that the revenues generated by such contract in the next succeeding 12 months would reasonably be expected to exceed $50,000,000.


 


“Qualifying Quarter”: the last fiscal
quarter of the most recent Test Period.


 


“Rate Determination
Date”: two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated
as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided
that to the extent such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise
reasonably determined by the Administrative Agent).


 


“Rate Determination Notice”: as
defined in Section 2.22.


 


“Real Property”:
collectively, all right, title and interest of Holdings or any of its Restricted Subsidiaries in and to any and all parcels of
real property owned or operated by Holdings or any such Restricted Subsidiary together with all improvements and appurtenant fixtures,
easements and other property and rights incidental to the ownership, lease or operation thereof.


 


“Recipient”:
(a) any Lender, (b) the Administrative Agent and (c) any other Agent, as applicable.


 


“Recovery Event”:
any settlement of or payment in respect of any Property or casualty insurance claim or any condemnation proceeding relating to
any asset of Holdings or any Restricted Subsidiary, in an amount for each such event exceeding $7,500,000.


 


“Refinanced Revolving Commitments”:
as defined in Section 10.1(d).


 


“Refinanced Term Loans”: as defined in Section 10.1(c).


 


“Refinancing”:
the repayment of Indebtedness under and termination of the Existing Credit Agreements on the Closing Date.


 


“Refinancing Revolving Commitments”:
as defined in Section 10.1(d).


 


“Refinancing Term Loans”: as defined in Section 10.1(c).


 


“Register”: as defined in Section
10.6(b)(iv).


 


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


 


“Reimbursement Obligation”:
the obligation of the Borrower to reimburse an Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit
issued by such Issuing Lender.


 


“Reinvestment Deferred
Amount”: with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Loan Party or any Restricted
Subsidiary thereof for its own account in connection therewith that are not applied to prepay the Term Loans pursuant to Section
2.12 as a result of the delivery of a Reinvestment Notice.


 


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





 






    -55-


     


    

 


“Reinvestment Notice”:
a written notice signed on behalf of any Loan Party by a Responsible Officer stating that such Loan Party (directly or indirectly
through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery
Event to acquire property or make investments used or useful in the Business or to fund Specified Concession Obligations.


 


“Reinvestment Prepayment
Amount”: with respect to any Reinvestment Event, the Reinvestment Deferred Amount (or the relevant portion thereof, as
contemplated by clause (ii) of the definition of “Reinvestment Prepayment Date”) relating thereto less any amount
contractually committed by the applicable Loan Party (directly or indirectly through a Subsidiary) prior to the relevant Reinvestment
Prepayment Date to be expended prior to the relevant Trigger Date (a “Committed Reinvestment Amount”), or actually
expended prior to such date, in each case to acquire assets or make investments useful in the Business or to fund Specified Concession
Obligations.


 


“Reinvestment Prepayment
Date”: with respect to any Reinvestment Event, the earlier of (i) the date occurring 12 months after such Reinvestment
Event and (ii) with respect to any portion of a Reinvestment Deferred Amount, the date that is five Business Days following the
date on which any Loan Party or any Restricted Subsidiary thereof shall have determined not to acquire assets or make investments
useful in the Business or to fund Specified Concession Obligations with such portion of such Reinvestment Deferred Amount.


 


“Related Business Assets”:
assets (other than cash and Cash Equivalents) used or useful in a Permitted Business; provided that any assets received
by Holdings or a Restricted Subsidiary in exchange for assets transferred by Holdings or a Restricted Subsidiary shall not be deemed
to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person,
such Person would become a Restricted Subsidiary.


 


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


 


“Release”:
any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration
into or through the environment or within or upon any building, structure or facility.


 


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


 


“Replaced Lender”: as defined in
Section 2.24.


 


“Reportable Event”:
any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived
by the PBGC in accordance with the regulations thereunder.


 


“Representatives”: as defined in
Section 10.14.


 


“Repricing Transaction”:
other than in connection with a transaction involving a Change of Control, any prepayment of the applicable Initial Term Loans
using proceeds of Indebtedness incurred by the Borrower or one or more Subsidiaries from a substantially concurrent issuance or
incurrence of secured, syndicated term loans provided by one or more banks, financial institutions or other Persons for which the
Yield payable thereon (disregarding any performance or ratings based pricing grid that could result in a lower interest rate based
on future performance to the extent such pricing grid is not applicable





 






    -56-


     


    

 


during the period specified
in 2.11(b)) is lower than the Yield with respect to such Initial Term Loans on the date of such prepayment or any amendment, amendment
and restatement or any other modification of this Agreement that reduces the Yield with respect to any applicable Initial Term
Loans.


 


“Required Lenders”:
at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments then in effect and (b) thereafter, the
sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding, (ii) the Revolving Commitments then in effect
or, if the Revolving Commitments have been terminated, the Revolving Extensions of Credit then outstanding, and (iii) the Extended
Revolving Commitments then in effect in respect of any Extended Revolving Facility or, if such Extended Revolving Commitments have
been terminated, the Extended Loans in respect thereof then outstanding; provided, however, that determinations of
the “Required Lenders” shall exclude any Commitments or Loans held by Defaulting Lenders.


 


“Required Prepayment
Lenders”: the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans; provided, however,
that determinations of the “Required Prepayment Lenders” shall exclude any Term Loans held by Defaulting Lenders.


 


“Required Revolving
Lenders”: at any time, the holders of more than 50% of (a) until the Closing Date, the Commitments then in effect and
(b) thereafter, the sum of (i) the Revolving Commitments then in effect or, if the Revolving Commitments have been terminated,
the Revolving Extensions of Credit then outstanding, and (ii) the Extended Revolving Commitments then in effect in respect of any
Extended Revolving Facility or, if such Extended Revolving Commitments have been terminated, the Extended Loans in respect thereof
then outstanding; provided, however, that determinations of the “Required Revolving Lenders” shall exclude
any Revolving Commitments or Revolving Loans held by Defaulting Lenders.


 


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


 


“Responsible Officer”:
the chief executive officer, president, chief financial officer (or similar title), chief accounting officer, controller or treasurer
(or similar title), and, with respect to financial matters, the chief financial officer (or similar title), controller or treasurer
(or similar title), and, solely for purposes of notices given pursuant to Section 2, any other officer or employee of the applicable
Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee
of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative
Agent; any reference herein or in any other Loan Document to a Responsible Officer shall be deemed to refer to a Responsible Officer
of the Borrower, unless otherwise specified.


 


“Restricted Payments”: as defined
in Section 7.6.


 


“Restricted Subsidiary”: any Subsidiary
of Holdings which is not an Unrestricted Subsidiary.


 


“Revaluation Date”: (a) the first
Business Day of each calendar month, (b) each date of a borrowing of Multi-Currency Loans or issuance of a Multi-Currency Letter
of Credit, (c) each date of an amendment of any such Multi-Currency Letter of Credit having the effect of increasing the amount
thereof and (d) each date of any payment by an Issuing Lender under any Multi-Currency Letter of Credit.





 






    -57-


     


    

 


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


 


“Revolving Commitments”:
the collective reference to the Dollar Revolving Commitment and the Multi-Currency Revolving Commitment. The aggregate amount of
the Revolving Commitments as of the Amendment No. 5 Effective Date (after giving effect to the Supplemental Revolving Commitment
Increases incurred on or prior to such date) is $650,000,000.00.


 


“Revolving Extensions
of Credit”: as to any Revolving Lender at any time, an amount equal to the Dollar Equivalent of the sum of, without duplication
(a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving
Percentage of the L/C Obligations then outstanding and (c) such Lender’s Swingline Exposure.


 


“Revolving Facilities”:
the collective reference to the Dollar Revolving Facility and the Multi-Currency Revolving Facility.


 


“Revolving Lender”:
the collective reference to the Dollar Revolving Lenders and the Multi-Currency Revolving Lenders.


 


“Revolving Loans”:
the collective reference to the Dollar Revolving Loans and the Multi-Currency Revolving Loans.


 


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


 


“Revolving Termination
Date”: the earlier of (x) November 20, 2024 and (y) the Accelerated Revolving Maturity Date (subject to the proviso contained
in the definition thereof).


 


“S&P”: Standard & Poor’s
Ratings Group, Inc., or any successor to the rating agency business thereof.


 


“Sanction(s)”:
any international economic sanction administered or enforced by OFAC, the United Nations Security Council, the European Union,
Her Majesty’s Treasury or other relevant sanctions authority.


 


“Screen”:
the relevant display page for the Eurocurrency Base Rate (as reasonably determined by the Administrative Agent) on the Bloomberg
Information Service or any successor thereto; provided that if the Administrative Agent determines that there is no such
relevant display page or otherwise in Bloomberg for the Eurocurrency Base Rate, “Screen” means such other comparable
publicly available service for displaying the Eurocurrency Base Rate (as reasonably determined by the Administrative Agent).


 


“SEC”: the Securities
and Exchange Commission (or successors thereto or an analogous Governmental Authority).


 


“Section 2.26 Additional Amendment”:
as defined in Section 2.26(c).





 






    -58-


     


    

 


“Secured Parties”:
collectively, the Lenders, the Administrative Agent, the Collateral Agent, each Issuing Lender, the Swingline Lender, any other
holder from time to time of any of the Obligations and, in each case, their respective successors and permitted assigns.


 


“Securities Act”:
the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


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


 


“Security Documents”:
the collective reference to the Guarantee and Collateral Agreement and all other security documents (including any Mortgages) hereafter
delivered to the Administrative Agent or the Collateral Agent purporting to grant a Lien on any Property of any Loan Party to secure
the Obligations.


 


“Single Employer Plan”:
any Plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section
302 of ERISA and in respect of which Holdings or any of its Restricted Subsidiaries is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


“Social Gaming Business”:
for so long as SG Nevada Holding Company II, LLC and its direct and indirect Subsidiaries are designated as “Unrestricted
Subsidiaries” hereunder (including any other Unrestricted Subsidiary who may acquire the assets of such Subsidiaries), the
business conducted by SG Nevada Holding Company II, LLC and its direct and indirect Subsidiaries as of the Amendment No. 2 Effective
Date, as well as the assets and liabilities of such Subsidiaries.


 


“Solvent”:
with respect to Holdings and its Subsidiaries, as of any date of determination, (i) the Fair Value of the assets of Holdings and
its Subsidiaries taken as a whole exceeds their Liabilities, (ii) the Present Fair Salable Value of the assets of Holdings and
its Subsidiaries taken as a whole exceeds their Liabilities; (iii) Holdings and its Subsidiaries taken as a whole Do not have Unreasonably
Small Capital; and (iv) Holdings and its Subsidiaries taken as a whole Will be able to pay their Liabilities as they mature.


 


“Specified Acquisition”:
the proposed acquisition disclosed to the Administrative Agent prior to the Closing Date.


 


“Specified Bally Merger
Agreement Representations”: the representations in the Bally Merger Agreement that are material to the interests of the
Lenders, but only to the extent that Holdings, the Borrower or any Affiliate thereof has the right to terminate its obligations
under the Bally Merger Agreement or to decline to consummate the Bally Merger as a result of a breach of such representations in
the Bally Merger Agreement.


 


“Specified Concession”:
any concession, license or other authorization granted or awarded to, or agreement entered into by, the Borrower, Holdings, any
Subsidiary of Holdings or any Specified Concession Vehicle by or with an applicable Governmental Authority, whether such concession,
license, authorization or agreement is now existing or hereafter arising and any renewals or extensions of, or any succession to,
such concession, license, authorization or agreement, with respect to gaming, gaming machines (including video lottery terminals),
wagering, lotteries or any goods or services relating thereto in any jurisdiction, together with any procedures, activities, functions
or requirements in connection therewith (or any amendment or supplement to any such concession, license, authorization, agreement,
procedures, activities, functions or requirements).





 






    -59-


     


    

 


“Specified Concession
Obligations”: any payments, costs, contributions, obligations or commitments made or incurred by any of the Borrower,
Holdings or any Subsidiary of Holdings (whether directly or indirectly to or through any Specified Concession Vehicle or any of
its equity holders or members) in the form of (and including any costs to obtain, or credits or discounts associated with) (a)
tender fees, up-front fees, bid or performance bonds, guarantees, reimbursement obligations or similar arrangements, capital requirements
or contributions or similar payments or obligations in connection with any Specified Concession or the formation of or entry into
or capitalization, or capital commitment or contribution to, of any Specified Concession Vehicle, or (b) other payments, costs,
contributions or obligations (including any credits or discounts) in connection with any Specified Concession, or the formation
of or entry into or capitalization of any Specified Concession Vehicle, that are (and are certified by the Borrower to be) incurred
or agreed to in lieu of payments, costs, contributions or obligations described in clause (a) above.


 


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


 


“Specified Disposition”:
the Disposition by the Borrower and/or any Subsidiary of one or more lines of Business (and/or any assets relating thereto) disclosed
in a schedule to be provided to the Administrative Agent prior to the Closing Date.


 


“Specified Existing Tranche”: as
defined in Section 2.26(a).


 


“Specified Hedge Agreement”:
any Hedge Agreement (a) entered into by (i) Holdings, the Borrower or any Subsidiary Guarantor and (ii) any Person that was the
Administrative Agent, any other Agent, a Lender or any Affiliate thereof at the time such Hedge Agreement was entered into (or,
if in effect on the Closing Date, Bally Acquisition Date, Amendment No. 2 Effective Date, Amendment No. 3 Effective Date or Amendment
No. 4 Effective Date, any Person that becomes a Lender or an Affiliate thereof within 30 days after such date), as counterparty
and (b) that has been designated by the Borrower, by notice to the Administrative Agent, as a Specified Hedge Agreement; provided
that Specified Hedge Agreement shall exclude any Excluded Swap Obligations. The designation of any Hedge Agreement as a Specified
Hedge Agreement shall not create in favor of the Administrative Agent, any other Agent, the Lender or Affiliate thereof that is
a party thereto (or their successors or assigns) any rights in connection with the management or release of any Collateral or of
the obligations of any Guarantor under the Guarantee and Collateral Agreement. For the avoidance of doubt, all Hedge Agreements
in existence on the Closing Date or the Bally Acquisition Date between Holdings, the Borrower or any Subsidiary Guarantor, on the
one hand, and the Administrative Agent, any other Agent, any Lender or Affiliate thereof (or any Person that becomes a Lender or
an Affiliate thereof within 30 days after the Closing Date or the Bally Acquisition Date, as applicable), on the other hand, as
listed on Schedule 1.1B (as supplemented pursuant to Amendment No. 1 on the Bally Acquisition and Amendment Effectiveness Date),
shall constitute Specified Hedge Agreements.


 


“Specified Letters of
Credit”: any Letter of Credit other than (i) Existing Letters of Credit, including any renewals, extensions or replacements
thereof, and (ii) Letters of Credit issued to support performance obligations and other operational contract or policy guarantees
(but in any event, other than in respect of Indebtedness for Borrowed Money).





 






    -60-


     


    

 


“Specified Merger Agreement
Representations”: the representations in the Merger Agreement that are material to the interests of the Lenders, but
only to the extent that Holdings, the Borrower or any Affiliate thereof has the right to terminate its obligations under the Merger
Agreement or to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.


 


“Specified Real Property”:
the owned Real Properties set forth on Schedule 1.1D (as supplemented pursuant to Amendment No. 1 on the Bally Acquisition and
Amendment Effectiveness Date).


 


“Specified Representations”:
the representations and warranties made solely with respect to the Loan Parties in Sections 4.3(a), 4.4(a), 4.4(c), 4.5(a), 4.5(c)
(solely with respect to the condition precedent set forth in Section 3(a) of Amendment No. 1 as it relates to the Existing Notes
Financing), 4.11, 4.13, 4.17(a) (subject to the conditionality limitations set forth in the last paragraph of Section 5.1 and Section
3 of Amendment No. 1, as applicable), 4.18, 4.19, 4.22, 4.23 and (solely with respect to the condition precedent set forth in Section
3(a) of Amendment No. 1) 4.24 (in each case, after giving effect to the Transactions or the Bally Transactions, as applicable).


 


“Sponsor”:
(a) Mafco, (b) each of Mafco’s direct and indirect subsidiaries and Affiliates, (c) Ronald O. Perelman, (d) any of the directors
or executive officers of Mafco or (e) any of their respective Permitted Transferees.


 


“Spot Rate”:
with respect to any currency, the rate determined by the Administrative Agent to be the rate quoted by the Administrative Agent
as the spot rate for the purchase by the Administrative Agent of such currency with another currency through its principal foreign
exchange trading office at approximately 11:00 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 may obtain such spot rate from another financial institution
designated by it if it does not have as of the date of determination a spot buying rate for any such currency; provided,
further that the Administrative Agent may use such spot rate quoted on the date as of which the foreign exchange computation
is made in the case of any Revolving Loan or Letter of Credit denominated in a Permitted Foreign Currency.


 


“Stated Maturity”:
with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the payment of principal of
such Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing
for the


re-purchase or repayment of such Indebtedness at the
option of the holder thereof upon the happening of any contingency).


 


“Subsidiary”:
as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of
the happening of a contingency) to elect a majority of the Board of Directors of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries,
or both, by such Person; provided that any joint venture that is not required to be consolidated with the Borrower and its
consolidated Subsidiaries in accordance with GAAP shall not be deemed to be a “Subsidiary” for purposes hereof. Unless
otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement
shall refer to a direct or indirect Subsidiary or Subsidiaries of Holdings.


 


“Subsidiary Guarantors”: (a) each
Domestic Subsidiary other than any Excluded Subsidiary and (b) any other Subsidiary of Holdings (other than the Borrower) that
is a party to the Guarantee and Collateral Agreement.





 






    -61-


     


    

 


“Supplemental Revolving Commitment Increase”:
as defined in Section 2.25(a).


 


“Supplemental Term Loan Commitments”: as defined in Section 2.25(a).


 


“Swap
Obligations”: with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction
that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Swingline Commitment”:
the commitment of the Swingline Lender to make loans pursuant to Section 2.6, as the same may be reduced from time to time pursuant
to Section 2.10 or Section 2.6.


 


“Swingline Exposure”:
at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Dollar
Revolving Lender at any time shall equal its Dollar Revolving Percentage of the aggregate Swingline Exposure at such time.


 


“Swingline Lender”: Bank of America,
N.A.


 


“Swingline Loan”: any Loan
made by the Swingline Lender pursuant to Section 2.6.


 


“Target”: WMS Industries Inc., a Delaware corporation.


 


“TARGET2”: the
Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and
which was launched on November 19, 2007.


 


“TARGET Day”:
any day on which TARGET2 (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.


 


“Target Material Adverse
Effect”: any change, effect, development or circumstance which, individually or in the aggregate, has resulted or would
reasonably be expected to result in a material adverse effect on the business, assets, liabilities, condition (financial or other)
or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that changes,
effects, developments or circumstances to the extent resulting from, directly or indirectly, the following shall be excluded from
the determination of Target Material Adverse Effect: (i) any change, effect, development or circumstance in any of the industries
or markets in which the Company or its Subsidiaries operates; (ii) any change in any Law or GAAP (or changes in interpretations
or enforcement of any Law or GAAP) applicable to the Company or any of its Subsidiaries or any of their respective properties
or assets; (iii) changes in general economic, regulatory or political conditions or the financial, credit or securities markets
in general (including changes in interest or exchange rates, stock, bond and/or debt prices); (iv) any acts of God, natural disasters,
earthquakes, hurricanes, terrorism, armed hostilities, war or any escalation or worsening thereof; (v) the negotiation, execution
or announcement of the Merger Agreement or the transactions contemplated thereby (including the impact of any of the foregoing
on relationships with customers, suppliers, licensors, employees or regulators (including any Gaming Authority)), and any Proceeding
arising therefrom or in connection therewith; (vi) any action taken as expressly permitted or required by the Merger Agreement
(it being understood and agreed that actions taken by the Company or its Subsidiaries pursuant to its obligations under Section
6.1 of the Merger Agreement to conduct its business shall not be excluded in determining whether a Company Material Adverse Effect
has occurred) or any action taken at the written direction of Parent or Merger Sub; (vii) any changes in the market price or trading
volume of the Company Common Stock, any changes in credit ratings or any failure (in and of itself) by the Company or its Subsidiaries
to meet internal, analysts’ or other earnings estimates, budgets, plans, forecasts or financial projections of its revenues,
earnings or





 






    -62-


     


    

 


other financial performance or results of operations
(but not excluding any change, effect, development or circumstance giving rise to any such change or failure to the extent such
change, effect, development or circumstance is not otherwise excluded pursuant to this definition); (viii) changes, effects, developments
or circumstances to the extent arising from or relating to the identity of Parent or Merger Sub or Parent’s ability to obtain
the Gaming Approvals; or (ix) any matter disclosed in the Company Disclosure Letter to the extent reasonably foreseeable from the
face of such disclosure; but only to the extent, in the case of clauses (i), (ii), (iii) or (iv), such change, effect, development
or circumstance does not disproportionately impact the Company and its Subsidiaries, taken as a whole, relative to other companies
in the industries in which the Company or its Subsidiaries operate. Capitalized terms in the preceding definition are used as defined
in the Merger Agreement as in effect on January 30, 2013.


 


“Tax Planning Transaction”:
those certain transactions undertaken from time to time for tax planning and reorganization purposes of Holdings or its Subsidiaries
as set forth in that certain step plan delivered to the Administrative Agent prior to the Closing Date.


 


“Taxes”:
all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees
or other charges now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, including any
interest, additions to tax or penalties applicable thereto.


 


“Term B-1 Commitment”:
as to any Term B-1 Lender, the obligation of such Term B-1 Lender to make an Initial Term B-1 Loan to the Borrower in the principal
amount set forth under the heading “Term B-1 Commitment” opposite such Term B-1 Lender’s name on Schedule 2.1
to this Agreement. The aggregate principal amount of the Term B-1 Commitments as of the Closing Date is $2,300,000,000; provided,
that as of the Amendment No. 4 Effective Date, for the avoidance of doubt, the Term B-1 Commitment shall be $0.


 


“Term B-1 Facility”: as defined
in the definition of “Facility.”


 


“Term B-1 Lenders”: each Lender
that holds a Term B-1 Loan or a Term B-1 Commitment.


 


“Term B-1 Loans”: the Initial
Term B-1 Loans; provided, that as of the Amendment No. 4 Effective Date, after giving effect to the Amendment No. 4 Transactions,
for the avoidance of doubt, there is $0 of outstanding Term B-1 Loans.


 


“Term B-2 Commitment”:
as to any Term B-2 Lender, the obligation of such Term B-2 Lender to make an Initial Term B-2 Loan to the Borrower in the principal
amount to be set forth opposite such Term B-2 Lender’s name on Schedule A to the Term B-2 Joinder Agreement. The aggregate
principal amount of the Term B-2 Commitments as of the Bally Acquisition and Amendment Effectiveness Date shall be no more than
$2,485,000,000; provided that (x) to the extent the Term B-2 Commitment is greater than $1,735,000,000, the total aggregate
principal amount of the New Secured Notes shall be reduced by such difference and (y) to the extent the Term B-2 Commitment is
less than $1,735,000,00, the total aggregate principal amount of the New Secured Notes shall be increased by such difference; provided,
further, that the amount of any variation in principal amounts referred to in the above proviso shall be agreed to between
the Borrower and the Lead Arrangers; provided, further, that as of the Amendment No. 4 Effective Date, for the avoidance
of doubt, the Term B-2 Commitment shall be $0.


 


“Term B-2 Facility”: as defined
in the definition of “Facility.”


 


“Term B-2 Joinder Agreement”:
a Joinder Agreement, dated October 1, 2014, entered into and delivered in connection with the Initial Term B-2 Loans.





 






    -63-


     


    

 


“Term B-2 Lenders”: each Lender
that holds a Term B-2 Loan or a Term B-2 Commitment.


 


“Term B-2 Loans”:
the Initial Term B-2 Loans; provided, that as of the Amendment No. 4 Effective Date, after giving effect to the Amendment
No. 4 Transactions, for the avoidance of doubt, there is $0 of outstanding Term B-2 Loans.


 


“Term B-3 Commitment”:
each Additional Term B-3 Commitment and, as to any Term B-3 Lender, the agreement of such Term B-3 Lender to exchange the entire
principal amount of its Term B-1 Loans and/or Term B-2 Loans (or such lesser amount as allocated by the Administrative Agent)
for an equal principal amount of Term B-3 Loans on the Amendment No. 2 Effective Date. The aggregate principal amount of the Term
B-3 Commitments as of (i) the Amendment No. 2 Effective Date is $3,291,000,000 and (ii) the Amendment No. 4 Effective Date is
$0.


 


“Term B-3 Facility”: as defined in the definition of “Facility.”


 


“Term B-3 Lenders”: each Lender
that holds a Term B-3 Loan or a Term B-3 Commitment.


 


“Term B-3 Loans”:
the Initial Term B-3 Loans; provided, that as of the Amendment No. 4 Effective Date, after giving effect to the Amendment
No. 4 Transactions, for the avoidance of doubt, there is $0 of outstanding Term B-3 Loans.


 


“Term B-4 Commitment”:
as to any Term B-4 Lender, the obligation of such Term B-4 Lender to make an Initial Term B-4 Loan to the Borrower in the principal
amount to be set forth opposite such Term B-4 Lender’s name on its signature page to Amendment No. 3. The aggregate principal
amount of the Term B-4 Commitments as of (i) the Amendment No. 3 Effective Date is $3,282,772,500 and (ii) the Amendment No. 4
Effective Date is $0.


 


“Term B-4 Facility”: as defined
in the definition of “Facility.”


 


“Term B-4 Lenders”: each Lender
that holds a Term B-4 Loan or a Term B-4 Commitment.


 


“Term B-4 Loans”: the
Initial Term B-4 Loans; provided, that as of the Amendment No. 4 Effective Date, after giving effect to the Amendment
No. 4 Transactions, for the avoidance of doubt, there is $0 of outstanding Term B-4 Loans.


 


“Term B-5 Commitment”:
each Additional Term B-5 Commitment and, as to any Term B-5 Lender, the agreement of such Term B-5 Lender to exchange the entire
principal amount of its Term B-4 Loans (or such lesser amount as allocated by the Administrative Agent) for an equal principal
amount of Term B-5 Loans on the Amendment No. 4 Effective Date. The aggregate principal amount of the Term B-5 Commitments as of
the Amendment No. 4 Effective Date is $4,174,565,568.75.


 


“Term B-5 Facility”: as defined
in the definition of “Facility.”


 


“Term B-5 Lenders”: each Lender
that holds a Term B-5 Loan or a Term B-5 Commitment.


 


“Term B-5 Loans”: the Initial Term B-5 Loans.


 


“Term Commitment”:
the Term B-1 Commitment, the Term B-2 Commitment, the Term B-3 Commitment, the Term B-4 Commitment and the Term B-5 Commitment,
as applicable.


 


“Term Facility”:
the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility, the Term B-4 Facility and the Term B-5 Facility.





 






    -64-


     


    

 


“Term Lenders”:
the Term B-1 Lenders, the Term B-2 Lenders, the Term B-3 Lenders, the Term B-4 Lenders and the Term B-5 Lenders.


 


“Term Loans”:
the Term B-1 Loans, the Term B-2 Loans, the Term B-3 Loans, the Term B-4 Loans, the Term B-5 Loans and New Term Loans, Extended
Term Loans and/or Refinancing Term Loans in respect of either of the foregoing, as the context may require.


 


“Term Maturity Date”:
the earlier of (x) with respect to Initial Term B-5 Loans, August 14, 2024 and (y) the Accelerated Term Loan Maturity Date (subject
to the proviso contained in the definition thereof).


 


“Term Prepayment Amount”: as defined
in Section 2.12(e).


 


“Test Period”:
on any date of determination, the period of four consecutive fiscal quarters of the Borrower (in each case taken as one accounting
period) most recently ended on or prior to such date for which financial statements have been or are required to be delivered pursuant
to Section 6.1.


 


“Tranche”:
(a) with respect to Term Loans or commitments, refers to whether such Term Loans or commitments are (1) Initial Term B-1
Loans, (2) Initial Term B-2 Loans, (3) Initial Term B-3 Loans, (4)  Initial
Term B-4 Loans, (5) Initial Term B-5 Loans, (6) New Term Loans with the same terms and conditions made on the same day, (7)
Extended Term Loans (of the same Extension Series) or (8) Refinancing Term Loans with the same terms and conditions made on
the same day and (b) with respect to Revolving Loans or commitments, refers to whether such Revolving Loans are (A)(1) Dollar
Revolving Loans or Dollar Revolving Commitments or (2) Multi-Currency Revolving Loans or Multi-Currency Revolving Commitments
and (B)(1) Revolving Commitments or Revolving Loans, (2) Extended Revolving Commitments (of the same Extension Series) or (3)
Refinancing Revolving Commitments with the same terms and conditions made on the same day or Revolving Loans in respect
thereof.


 


“Transactions”:
the consummation of the Merger in accordance with the terms of the Merger Agreement and the other transactions described therein,
together with each of the following transactions consummated or to be consummated in connection therewith:


 


		(a)	the Borrower obtaining the Facilities;



 


		(b)	the occurrence of the Refinancing; and



 


(c)         
the payment of all fees, costs and expenses incurred in connection with the transactions described in the foregoing provisions
of this definition (the “Transaction Costs”).


 


“Transaction Costs”: as defined
in the definition of “Transactions.”


 


“Transferee”: any Assignee or Participant.


 


“Trigger Date”: as defined in Section
2.12(b).


 


“Type”: as to any Loan, its nature
as an ABR Loan or Eurocurrency Loan.


 


“UCP”:
with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce
(“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).





 






    -65-


     


    

 


“Unconverted Term B-4 Loans”:
as defined in Amendment No. 4.


 


“United States”: the United States of America.


 


“Unrestricted Cash”:
as at any date of determination, the aggregate amount of cash and Cash Equivalents included in the cash accounts that would be
listed on the consolidated balance sheet of Holdings and its Restricted Subsidiaries as at such date, to the extent such cash
and Cash Equivalents are not (a) subject to a Lien securing any Indebtedness or other obligations, other than (i) the Obligations
or (ii) any such other Indebtedness that is subject to any Other Intercreditor Agreement or (b) classified as “restricted”
(unless so classified solely because of any provision under the Loan Documents or any other agreement or instrument governing
other Indebtedness that is subject to any Other Intercreditor Agreement governing the application thereof or because they are
subject to a Lien securing the Obligations or other Indebtedness that is subject to any Other Intercreditor Agreement).


 


“Unrestricted Subsidiary”:
(i) any Escrow Entity, (ii) any Subsidiary of Holdings designated as such and listed on Schedule 4.14 on the Closing Date, (iii)
any Subsidiary of Holdings (other than the Borrower) that is designated by a resolution of the Board of Directors of Holdings as
an Unrestricted Subsidiary, but only to the extent that, in the case of each of clauses (ii) and (iii), such Subsidiary: (a) has
no Indebtedness other than Non-Recourse Debt (other than such Indebtedness to the extent any related obligations of Holdings or
its Restricted Subsidiaries would otherwise be permitted under Section 7.7); (b) is not party to any agreement, contract, arrangement
or understanding with Holdings or any Restricted Subsidiary unless (x) the terms of any such agreement, contract, arrangement or
understanding, taken as a whole, are no less favorable to Holdings or such Restricted Subsidiary than those that might be obtained
at the time from Persons who are not Affiliates of the Borrower or (y) Holdings or any Restricted Subsidiary would be permitted
to enter into such agreement, contract, arrangement or understanding with an Unrestricted Subsidiary pursuant to Section 7.9; (c)
is a Person with respect to which neither Holdings nor any of its Restricted Subsidiaries has any direct or indirect obligation
(x) to subscribe for additional Capital Stock or warrants, options or other rights to acquire Capital Stock or (y) to maintain
or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results,
unless, in each case, Holdings or any Restricted Subsidiary would be permitted to incur any such obligation with respect to an
Unrestricted Subsidiary pursuant to Section 7.7; and (d) does not guarantee or otherwise provide credit support after the time
of such designation for any Indebtedness of Holdings or any of its Restricted Subsidiaries unless it also guarantees or provides
credit support in respect of the Obligations, in the case of clauses (a), (b) and (c), except to the extent not otherwise prohibited
by Section 7.7; provided that, with respect to clauses (ii) and (iii), after giving effect to any such designation of a
Domestic Subsidiary but tested only at the time of such designation, the combined Consolidated EBITDA of Domestic Subsidiaries
that are Unrestricted Subsidiaries for the most recently ended Test Period for which financial statements have been delivered pursuant
to Section 6.1 does not exceed 7.0% of the Consolidated EBITDA of the Borrower and its Subsidiaries for the most recently ended
Test Period for which financial statements have been delivered pursuant to Section 6.1, and (iv) any Subsidiary that is subsequently
formed or acquired by an Unrestricted Subsidiary that has been previously designated as such pursuant to clause (iii) above. If,
at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes hereof. Subject to the foregoing, Holdings may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary or any Restricted Subsidiary to be an Unrestricted Subsidiary; provided
that (i) such designation shall only be permitted if no Event of Default would be in existence following such designation and after
giving effect to such designation Holdings shall be in pro forma compliance with the financial covenant (whether or not
then subject to testing) set forth in Section 7.1(a) as of the end of the most recently ended Test Period for which financial statements
have been delivered pursuant to Section 6.1, (ii) any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall
be deemed to be an incurrence





 






    -66-


     


    

 




of Indebtedness
by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and (iii) any designation of a
Restricted Subsidiary as an Unrestricted Subsidiary under clause (ii) or (iii) above shall be deemed to be an Investment in
an Unrestricted Subsidiary and shall reduce amounts available for Investments in Unrestricted Subsidiaries permitted by
Section 7.7 in an amount equal to the Fair Market Value of the Subsidiary so designated; provided that the Borrower
may subsequently redesignate any such Unrestricted Subsidiary as a Restricted Subsidiary so long as the Borrower does not
subsequently re-designate such Restricted Subsidiary as an Unrestricted Subsidiary for a period of the succeeding four fiscal
quarters.


 


“US Lender”: as defined in
Section 2.20(e).


 


“USA Patriot Act”: as defined in Section 10.18.


 


“Will be able to pay
their Liabilities as they mature”: for the period from the date hereof through the Latest Maturity Date, Holdings and
its Subsidiaries taken as a whole and after giving effect to the consummation of the Transactions, the Bally Transactions, the
Amendment No. 2 Transactions, the Amendment No. 3 Transactions or the Amendment No. 4 Transactions, as applicable, will have sufficient
assets, credit capacity and cash flow to pay their Liabilities as those Liabilities mature or (in the case of contingent Liabilities)
otherwise become payable, in light of business conducted or anticipated to be conducted by Holdings and its Subsidiaries as reflected
in the projected financial statements and in light of the anticipated credit capacity.


 


“Write-Down
and Conversion Powers”: with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA
Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule


 


“Yield”:
on any date on which “Yield” is required to be calculated hereunder will be the internal rate of return on any Tranche
of Initial Term Loans or any new syndicated loans, as applicable, determined by the Administrative Agent in consultation with the
Borrower and consistent with generally accepted financial practices utilizing (a) the greater of (i) if applicable, any “LIBOR
floor” applicable to such Tranche of Initial Term Loans or any new syndicated loans, as applicable, on such date and (ii)
the price of a LIBOR swap-equivalent maturing on the earlier of (x) the date that is four years following such date and (y) the
final maturity date of such Tranche of Initial Term Loans or any new syndicated loans, as applicable; (b) the Applicable Margin
for such Tranche of Initial Term Loans or the applicable interest rate margin for any new syndicated loans, as applicable, on such
date; and (c) the issue price of such Tranche of Initial Term Loans or any new syndicated loans, as applicable (after giving effect
to any original issue discount or upfront fees paid to the market (but excluding commitment, arrangement, structuring or other
fees in respect of such Tranche of Initial Term Loans or any new syndicated loans, as applicable, that are not generally shared
with the relevant Lenders) in respect of such Tranche of Initial Term Loans or any new syndicated loans, as applicable, calculated
based on an assumed four year average life to maturity).


 


1.2
            Other Definitional Provisions.




 


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


 


(b)
             As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto,
(i) accounting terms relating to Holdings and its


 






    -67-


     


    

 


Subsidiaries not defined in Section 1.1 and accounting
terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii)
the words “include,” “includes” and “including” shall be deemed to be followed by the phrase
 “without limitation,” and (iii) references to agreements or other Contractual Obligations shall, unless otherwise specified,
be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from
time to time.


 


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


 


(d)
             The term “license” shall include sub-license. The term “documents” includes any and all documents whether
in physical or electronic form.


 


(e)
             The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


(f)
              Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed,
and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting
Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar
result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value,”
as defined therein, and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments
under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard
having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and
such Indebtedness shall at all times be valued at the full stated principal amount thereof.


 


(g)
             In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance
with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable,
has occurred, is continuing or would result from any such action, as applicable, at the option of the Borrower pursuant to an
LCA Election such condition shall be deemed satisfied so long as no Default, Event of Default or specified Event of Default, as
applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into after giving
pro forma effect to such Limited Condition Acquisition and the actions to be taken in connection therewith (including any incurrence
of Indebtedness and the use of proceeds thereof) as if such Limited Condition Acquisition and other actions had occurred on such
date. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this clause (g), and any
Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition
were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall
be deemed to not have occurred or be continuing solely for purposes of determining whether any action being taken in connection
with such Limited Condition Acquisition is permitted hereunder.


 


(h)
             In connection with any action being taken solely in connection with a Limited Condition Acquisition, for purposes of:


 


(i)
           determining compliance with any provision of this Agreement which requires the calculation of the Consolidated Net First Lien
Leverage Ratio, Consolidated Net Total Leverage Ratio or Fixed Charge Coverage Ratio; or


 






    -68-


     


    

 


(ii)         
testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total
Assets);


 


in each case, at the option of
the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA
Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date
the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and
if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection
therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning
of the most recent four consecutive fiscal quarters ending prior to the LCA Test Date for which consolidated financial statements
of Holdings are available, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio
or basket, such ratio or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made
an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded
as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets of the Borrower
or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action,
such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an
LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket
availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance,
lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance
or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCA Test
Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement
for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any
such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other transactions
in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided
that the calculation of Consolidated Net Income (and any defined term a component of which is Consolidated Net Income) shall
not include the Consolidated Net Income of the Person or assets to be acquired in any Limited Condition Acquisition for usages
other than in connection with the applicable transaction pertaining to such Limited Condition Acquisition until such time as such
Limited Condition Acquisition is actually consummated (clauses (g) and (h), collectively, the “Limited Condition Acquisition
Provision”).


 


1.3            
Pro Forma Calculations. (i) Any calculation to be determined on a “pro forma” basis, after giving “pro
forma” effect to certain transactions or pursuant to words of similar import and (ii) the Consolidated Net First Lien
Leverage Ratio, the Consolidated Net Total Leverage Ratio, and the Fixed Charge Coverage Ratio, in each case, shall be calculated
as follows (subject to the provisions of Section 1.2):


 


(a)               
for purposes of making the computation referred to above, in the event that Holdings or any of its Restricted Subsidiaries
incurs, assumes, guarantees, redeems, retires, defeases or extinguishes any Indebtedness or enters into, terminates or cancels
a Qualified Contract, other than the completion thereof in accordance with its terms, subsequent to the commencement of the period
for which such ratio is being calculated but on or prior to or substantially concurrently with or for the purpose of the event
for which the calculation is made (a “Calculation Date”), then except as otherwise set forth in clauses (d)
and (e) below, such calculation shall be made giving pro forma effect to such incurrence, assumption, guarantee, redemption,
retirement, defeasance or extinguishment of Indebtedness or entry into, termination or cancellation of such Qualified Contract
(other than the completion thereof in accordance with


 






    -69-


     


    

 


its terms) as if the same had occurred at the
beginning of the applicable Test Period; provided that for purposes of making the computation of Consolidated Net First
Lien Leverage, Consolidated Net Total Leverage or Fixed Charges for the computation of the Consolidated Net First Lien Leverage
Ratio, Consolidated Net Total Leverage Ratio or Fixed Charge Coverage Ratio, as applicable, Consolidated Net First Lien Leverage,
Consolidated Net Total Leverage or Fixed Charges, as applicable, shall be Consolidated Net First Lien Leverage, Consolidated Net
Total Leverage or Fixed Charges as of the date the relevant action is being taken giving pro forma effect to any redemption,
retirement or extinguishment of Indebtedness in connection with such event; and


 


(b)               
for purposes of making the computation referred to above, if any Investments, Dispositions or designations of Unrestricted
Subsidiaries or Restricted Subsidiaries are made (or committed to be made pursuant to a definitive agreement) subsequent to the
commencement of the period for which such calculation is being made but on or prior to or simultaneously with the relevant Calculation
Date, then such calculation shall be made giving pro forma effect to such Investments, Dispositions and designations as
if the same had occurred at the beginning of the applicable Test Period in a manner consistent, where applicable, with the pro
forma adjustments set forth in clause (j) of and the last proviso of the first sentence of the definition of “Consolidated
EBITDA.” If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged
with or into Holdings or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment or
Disposition that would have required adjustment pursuant to this provision, then such calculation shall be made giving pro forma
effect thereto for such Test Period as if such Investment or Disposition had occurred at the beginning of the applicable Test Period;


 


provided that notwithstanding the foregoing,
when calculating the Consolidated Net First Lien Leverage Ratio for purposes of (i) determining the Applicable Margin, (ii) determining
the Applicable Commitment Fee Rate and (iii) determining actual compliance (and not pro forma compliance or compliance on
a pro forma basis) with the covenant pursuant to Section 7.1(a), any pro forma event of the type set forth in clauses
(a) or (b) of this Section 1.3 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma
effect.


 


1.4            
Exchange Rates; Currency Equivalents. The Administrative Agent shall determine the Spot Rates as of each Revaluation Date
to be used for calculating Dollar Equivalent amounts of the face amount of Multi-Currency Revolving Loans and/or Multi-Currency
Letters of Credit denominated in Permitted Foreign Currencies and of Multi-Currency L/C Disbursements in respect of such Multi-Currency
Letters of Credit. 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. The Administrative Agent shall
notify the applicable Issuing Lender and the Borrower on each Revaluation Date of the Spot Rates determined by it and the related
Dollar Equivalent of Multi-Currency Revolving Loans and Multi-Currency L/C Obligations then outstanding. Solely for purposes of
Sections 2 and 3 and related definitional provisions to the extent used in such Sections, 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 and notified to the Borrower and the applicable Issuing Lender in accordance with this Section 1.4. If any basket is exceeded
solely as a result of fluctuations in applicable currency exchange rates after the last time such basket was utilized, such basket
will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates. For purposes of determining
the Consolidated Net First Lien Leverage Ratio, the Consolidated Net Total Leverage Ratio and the Fixed Charge Coverage Ratio,
amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing the financial
covenant under Section 7.1(a), at the Spot Rate as of the last day of the fiscal


 






    -70-


     


    

 


quarter for which such measurement
is being made, and (B) calculating any Consolidated Net Total Leverage Ratio, the Consolidated Net First Lien Leverage Ratio and
the Fixed Charge Coverage Ratio (other than for the purposes of determining compliance with Section 7.1(a)), at the Spot Rate as
of the date of calculation, and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance
with GAAP, of Hedge Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect
on the date of determination of the Dollar Equivalent of such Indebtedness.


 


1.5
             Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed
to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however,
that with respect to any Letter of Credit that, by its terms or the terms of the Application or any other document, agreement
or instrument entered into by the applicable Issuing Lender and the Borrower with respect thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of
such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such
time.


 


1.6            
Covenants. For purposes of determining compliance with Section 7, in the event that an item or event meets the criteria
of more than one of the categories described in a particular covenant contained in Section 7, the Borrower may, in its sole discretion,
classify and reclassify or later divide, classify or reclassify such item or event (or any portion thereof) and may include the
amount and type of such item or event in one or more of the relevant clauses or subclauses, in each case, within such covenant.
Furthermore, (A) for purposes of Section 7.2, the amount of any Indebtedness denominated in any currency other than Dollars shall
be calculated based on the applicable Spot Rate, in the case of such Indebtedness incurred (in respect of term Indebtedness) or
committed (in respect of revolving Indebtedness), on the date that such Indebtedness was incurred (in respect of term Indebtedness)
or committed (in respect of revolving Indebtedness); provided that if such Indebtedness is incurred to refinance other
Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness being refinanced),
and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the applicable
Spot Rate on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long
as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount, as
applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and
other costs and expenses incurred in connection with such refinancing and (B) for purposes of Sections 7.3, 7.5, 7.6 and 7.7,
the amount of any Liens, Dispositions, Restricted Payments and Investments, as applicable, denominated in any currency other than
Dollars shall be calculated based on the applicable Spot Rate.


 


		SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS



 


2.1             Term
Commitments.




 


(a)            
Subject to the terms and conditions hereof, each Term B-1 Lender severally agrees to make a term loan (an “Initial Term
B-1 Loan”) in Dollars to the Borrower on the Closing Date in an amount which will not exceed the amount of the Term
B-1 Commitment of such Lender. The aggregate outstanding principal amount of the Term B-1 Loans for all purposes of this Agreement
and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term B-1 Loans may
from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2 and 2.13.


 






    -71-


     


    

 


(b)
            Subject to the terms and conditions hereof, each Term B-2 Lender severally agrees to make a term loan (an “Initial Term
B-2 Loan”) in Dollars to the Borrower in connection with the Bally Transactions in an amount which will not exceed the
amount of the Term B-2 Commitment of such Lender. The aggregate outstanding principal amount of the Term B-2 Loans for all purposes
of this Agreement and the other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The
Term B-2 Loans may from time to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative
Agent in accordance with Sections 2.2 and 2.13.


 


(c)
             Subject to the terms and conditions set forth herein and in Amendment No. 4, each Converted Term B-5 Lender agrees to exchange
its Converted Term B-4 Loans for a like principal amount of Term B-5 Loans on the Amendment No. 4 Effective Date. Subject to the
terms and conditions set forth herein and in Amendment No. 4, each Additional Term B-5 Lender agrees to make an Additional Term
B-5 Loan to the Borrower on the Amendment No. 4 Effective Date in the principal amount equal to its Additional Term B-5 Commitment
on the Amendment No. 4 Effective Date. The Borrower shall prepay Unconverted Term B-4 Loans with a like amount of the gross proceeds
of the Additional Term B-5 Loans, concurrently with the receipt thereof. On the Amendment No. 4 Effective Date, the Borrower shall
pay all accrued and unpaid interest up to but not including the Amendment No. 4 Effective Date on the Term B-4 Loans outstanding
immediately prior to the Amendment No. 4 Effective Date with the proceeds of the Additional Term B-5 Loans, concurrently with
the receipt thereof. The aggregate outstanding principal amount of the Term B-5 Loans for all purposes of this Agreement and the
other Loan Documents shall be the stated principal amount thereof outstanding from time to time. The Term B-5 Loans may from time
to time be Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance
with Sections 2.2 and 2.13.


 


2.2            
Procedure for Initial Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable written
notice (which notice must be received by the Administrative Agent at least one Business Day prior to the anticipated Closing Date,
the Bally Acquisition Date, the Amendment No. 2 Effective Date, the Amendment No. 3 Effective Date or the Amendment No. 4 Effective
Date, as applicable) requesting that the Term Lenders make the Initial Term Loans on the Closing Date, on or prior to the Bally
Acquisition Date, on the Amendment No. 2 Effective Date, on the Amendment No. 3 Effective Date or on the Amendment No. 4 Effective
Date, as applicable, and specifying the amount to be borrowed and the requested Interest Period, if applicable. Upon receipt of
such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 11:00 A.M., New York City
time, on the Closing Date, on or prior to the Bally Acquisition Date, on the Amendment No. 2 Effective Date, on the Amendment
No. 3 Effective Date or on the Amendment No. 4 Effective Date, as applicable, each Term Lender shall make available to the Administrative
Agent at the Funding Office an amount in immediately available funds equal to the Initial Term Loan or Initial Term Loans to be
made by such Lender. The Administrative Agent shall credit the account designated in writing by the Borrower to the Administrative
Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available
funds.


 


2.3           
Repayment of Term Loans. The Initial Term Loan of each Term Lender shall be payable in equal consecutive quarterly installments
on the last Business Day of each March, June, September and December, commencing on (a) in the case of the Initial Term B-1 Loans,
March 31, 2014, (b) in the case of the Initial Term B-2 Loans, the last Business Day of the first full fiscal quarter after the
Bally Acquisition Date, (c) in the case of the Initial Term B-3 Loans, the last Business Day of the first full fiscal quarter
after the Amendment No. 2 Effective Date, (d) in the case of the Initial Term B-4 Loans, the last Business Day of the first full
fiscal quarter after the Amendment No. 3 Effective Date and (e) in the case of the Initial Term B-5 Loans, the last Business Day
of the first full fiscal quarter after the


 






    -72-


     


    

 


Amendment No. 4 Effective Date, in an amount equal
to one quarter of one percent (0.25%) of the stated principal amount of the applicable Initial Term Loans funded on the Closing
Date, the Bally Acquisition Date, the Amendment No. 2 Effective Date, the Amendment No. 3 Effective Date or the Amendment No. 4
Effective Date, as applicable (which installments shall, to the extent applicable, be reduced as a result of the application of
prepayments in accordance with the order of priority set forth in Section 2.18(b), or be increased as a result of any increase
in the amount of Initial Term Loans (excluding, for the avoidance of doubt, Initial Term B-2 Loans, Initial Term B-3 Loans, Initial
Term B-4 Loans and Initial Term B-5 Loans) pursuant to Supplemental Term Loan Commitments, the Term B-3 Commitments, the Term B-4
Commitments or the Term B-5 Commitments (such increased amortization payments to be calculated in the same manner (and on the same
basis) as set forth above for the Initial Term Loans made as of the Closing Date, Bally Acquisition Date, Amendment No. 2 Effective
Date, Amendment No. 3 Effective Date or Amendment No. 4 Effective Date, as applicable)), with the remaining balance thereof payable
on the Term Maturity Date.


 


		2.4	Revolving Commitments.



 


(a)
            Subject to the terms and conditions hereof, (i) each Dollar Revolving Lender severally agrees to make revolving credit loans
in Dollars (“Dollar Revolving Loans”) to the Borrower from time to time during the Revolving Commitment
Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Dollar Revolving
Percentage of the Dollar L/C Obligations and such Dollar Revolving Lender’s Dollar Swingline Exposure then outstanding,
does not exceed the amount of such Lender’s Dollar Revolving Commitment and (ii) each Multi-Currency Revolving Lender
severally agrees to make revolving credit loans in Dollars or in any Permitted Foreign Currency (“Multi-Currency
Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate
principal amount at any one time outstanding which, when added to such Lender’s Multi-Currency Revolving Percentage of
the Multi-Currency L/C Obligations then outstanding, does not exceed the amount of such Lender’s Multi-Currency
Revolving Commitment. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing,
prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.
The Revolving Loans may from time to time be Eurocurrency Loans or, solely in the case of Revolving Loans denominated in
Dollars, ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.5
and 2.13.


 


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


 


2.5            
Procedure for Revolving Loan Borrowing.       The Borrower may borrow under the Revolving Commitments during the Revolving
Commitment Period on any Business Day; provided that the Borrower shall give the Administrative Agent irrevocable written
notice (which notice must be received by the Administrative Agent (i) in the case of Eurocurrency Loans denominated in Dollars,
prior to 12:00 Noon, New York City time, three Business Days prior to the requested Borrowing Date, (ii) in the case of Eurocurrency
Loans denominated in a Permitted Foreign Currency, prior to 12:00 Noon, New York City time, four Business Days prior to the requested
Borrowing Date or (iii) in the case of ABR Loans, prior to 12:00 Noon, New York City time, on the proposed Borrowing Date), specifying
(v) the amount and Type of Revolving Loans to be borrowed (which, in the case of any Revolving Loans denominated in a Permitted
Foreign Currency, shall be Eurocurrency Loans), (w) the requested Borrowing Date, (x) whether the Borrower is requesting a Dollar
Revolving Loan or a Multi-Currency Revolving Loan, (y) the currency in which such Revolving Loan is to be borrowed and (z) in
the case of Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest
Period therefor; provided, further, that if the Borrower wishes to request Eurocurrency Loans having an Interest
Period other than one, two, three or six months in duration as provided in the


 






    -73-


     


    

 


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 appropriate 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 requested Interest Period has been consented
to by all the Lenders. Each borrowing by the Borrower under the Revolving Commitments shall be in an amount equal to (x) in the
case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then aggregate applicable Available
Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurocurrency Loans, the Borrowing Minimum
or a whole multiple of the Borrowing Multiple in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative
Agent shall promptly notify each Dollar Revolving Lender or Multi-Currency Revolving Lender, as the case may be, thereof. Each
Dollar Revolving Lender or Multi-Currency Revolving Lender, as the case may be, will make the amount of its pro rata share
of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M.
(or, in the case of ABR Loans being made pursuant to a notice delivered on the proposed Borrowing Date, 3:00 P.M.), New York City
time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing
will then be made available to the Borrower by the Administrative Agent crediting the account designated in writing by the Borrower
to the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by such Revolving Lenders
and in like funds as received by the Administrative Agent. If no election as to the Type of a Revolving Loan is specified, other
than with respect to Revolving Loans denominated in a Permitted Foreign Currency, then the requested Loan shall be an ABR Loan.
If no Interest Period is specified with respect to any requested Eurocurrency Loan, the Borrower shall be deemed to have selected
an Interest Period of one month’s duration. If no currency is specified with respect to any requested Revolving Loan, the
Borrower shall be deemed to have selected Dollars. If no Revolving Facility is specified, the Borrower shall be deemed to have
selected the Multi-Currency Revolving Facility.


 


		2.6	Swingline Loans.



 


(a)           
Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders
set forth in this Section 2.6, shall make Swingline Loans to the Borrower from time to time in Dollars during the Revolving Commitment
Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding $50,000,000 or (ii) the aggregate Dollar Revolving Extensions of Credit exceeding the Dollar
Revolving Commitment then in effect; provided that the Swingline Lender shall not be required to make a Swingline Loan
(i) to refinance an outstanding Swingline Loan or (ii) if it shall determine (which determination shall be conclusive and binding
absent manifest error) that it has, or by making such Swingline Loan may have, Fronting Exposure. Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Swingline Loans. Each Swingline
Loan shall be an ABR Loan.


 


(b)           
To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone
(promptly confirmed by telecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each
such notice shall be irrevocable and specify the requested date (which shall be a Business Day) and amount of the requested Swingline
Loan, and proper wire instructions for the same. Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan
notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swingline Loan notice and, if not, the Swingline Lender will notify the Administrative Agent (by


 






    -74-


     


    

 


telephone or in writing) of the contents thereof.
Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request
of any Dollar Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Loan (A) directing the Swingline Lender
not to make such Swingline Loan as a result of the limitations set forth in Section 2.6(a), or (B) that one or more of the applicable
conditions specified in Section 5.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender
shall make each Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of
the Swingline Lender in immediately available funds by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
Swingline Loans shall be made in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof.


 


(c)
             The Borrower shall have the right at any time and from time to time to repay, without premium or penalty, any Swingline Loan,
in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice)
to the Swingline Lender and to the Administrative Agent before 4:00 p.m., New York City time on the date of repayment at the Swingline
Lender’s address for notices specified in the Swingline Lender’s administrative questionnaire. All principal payments
of Swingline Loans shall be accompanied by accrued interest on the principal amount being repaid to the date of payment.


 


(d)
             The Swingline Lender may by written notice given to the Administrative Agent not later than 4:00 p.m., New York City time, on
any Business Day require the Dollar Revolving Lenders to acquire participations on such Business Day in all or a portion of the
Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Dollar Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Dollar Revolving
Lender, specifying in such notice such Lender’s Dollar Revolving Percentage of such Swingline Loan or Loans. Each Dollar
Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the Swingline Lender, such Lender’s Dollar Revolving Percentage of such Swingline Loan or Loans.
Each Dollar Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant
to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Dollar Revolving Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever (provided that such payment shall not cause
such Lender’s Dollar Revolving Extensions of Credit to exceed such Lender’s Dollar Revolving Commitment). Each Dollar
Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the
same manner as provided in Section 3.4 with respect to Loans made by such Lender (and Section 3.4 shall apply, mutatis mutandis,
to the payment obligations of the Dollar Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the Dollar Revolving Lenders. The Administrative Agent shall notify the Borrower of
any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline
Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from
the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of
the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received
by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Dollar Revolving Lenders that shall
have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.


 






    -75-


     


    

 


(e)
             If the Revolving Termination Date shall have occurred at a time when Extended Revolving Commitments under the Dollar Revolving
Facility are in effect, then on the Revolving Termination Date all then outstanding Swingline Loans shall be repaid in full on
such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such
Revolving Termination Date); provided that, if on the occurrence of the Revolving Termination Date (after giving effect
to any repayments of Dollar Revolving Loans and any reallocation as contemplated in Section 3.4(d)), (i) there shall exist sufficient
unutilized Extended Revolving Commitments under the Dollar Revolving Facility and (ii) the conditions set forth in Sections 5.2(a)
and 5.2(b) shall be satisfied at such time so that the respective outstanding Swingline Loans could be incurred pursuant to such
Extended Revolving Commitments which will remain in effect after the occurrence of the Revolving Termination Date, then there
shall be an automatic adjustment on such date of the participations in such Swingline Loans and the same shall be deemed to have
been incurred solely pursuant to such Extended Revolving Commitments and such Swingline Loans shall not be so required to be repaid
in full on the Revolving Termination Date.


 


(f)
              Notwithstanding anything to the contrary contained in this Agreement, in the event a Dollar Revolving Lender becomes a Defaulting
Lender, then such Defaulting Lender’s Dollar Revolving Percentage in all outstanding Swingline Loans will automatically
be reallocated among the Dollar Revolving Lenders that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting
Lender’s Dollar Revolving Percentage (calculated without regard to the Dollar Revolving Commitment of the Defaulting Lender),
but only to the extent that such reallocation does not cause the Dollar Revolving Extensions of Credit of any Non-Defaulting Lender
to exceed the Dollar Revolving Commitment of such Non-Defaulting Lender. If such reallocation cannot, or can only partially, be
effected, the Borrower shall, within five Business Days after written notice from the Administrative Agent, pay to the Administrative
Agent an amount of cash equal to such Defaulting Lender’s Dollar Revolving Percentage (calculated as in effect immediately
prior to it becoming a Defaulting Lender) of the outstanding Swingline Loans (after giving effect to any partial reallocation
pursuant to the first sentence of this Section 2.6(f)) to be applied to the repayment of such Swingline Loans. So long as there
is a Defaulting Lender, the Swingline Lender shall not be required to lend any Swingline Loans if the sum of, without duplication,
the Non-Defaulting Lenders’ Dollar Revolving Percentages of the outstanding Dollar Revolving Loans and Dollar L/C Obligations
and their participations in Swingline Loans after giving effect to any such requested Swingline Loans would exceed the aggregate
Dollar Revolving Commitments of the Non-Defaulting Lenders (such excess, “Fronting Exposure”).


 


		2.7	Defaulting Lenders.



 


(a)          
Defaulting Lender Cure. If the Borrower, the Administrative Agent, each Issuing Lender and the Swingline Lender agree in
writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon
as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements
with respect to any cash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding
Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans
and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance
with the Commitments under the applicable Facility (without giving effect to Section 3.4(d)), whereupon such Lender will cease
to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except
to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 






    -76-


     


    

 


(b)           
Defaulting Lender Waterfall. Any payment of principal, interest or other amounts (other than the payment of (i) commitment
fees under Section 2.9, (ii) default interest under Section 2.15(c) and (iii) 
Letter of Credit fees under Section 3.3, which in each case shall be applied pursuant to the provisions of those Sections)
received by the Administrative Agent for the account of any Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant
to Section 8 or otherwise) shall be applied by the Administrative Agent as follows: first, to the payment of any amounts
owing by such Defaulting Lender to the Administrative Agent pursuant to Section 9.7; second, to the payment on a pro rata
basis of any amounts owing by such Defaulting Lender (without duplication of the application of any cash collateral provided by
the Borrower pursuant to Section 3.4(d)) to any Issuing Lender or Swingline Lender hereunder; third, to be held as security
for any L/C Shortfall (without duplication of any cash collateral provided by the Borrower pursuant to Section 3.4(d)) in a cash
collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; fourth,
as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender
has failed to fund its portion thereof as required by this Agreement; fifth, if so determined by the Administrative Agent
and the Borrower, to be held in a deposit account and released in order to satisfy such Defaulting Lender’s potential future
funding obligations with respect to Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders,
the Issuing Lenders or the Swingline Lender as a result of any final non-appealable judgment of a court of competent jurisdiction
obtained by any Lender, the Issuing Lenders or the Swingline Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of
any amounts owing to the Borrower as a result of any final non-appealable judgment of a court of competent jurisdiction obtained
by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting
Lender has not fully funded its appropriate share, and (y) 
such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.2
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting
Lender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata
in accordance with the Commitments under the applicable Facility without giving effect to Section 3.4(d). Any payments, prepayments
or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender
or to be held as security in a cash collateral account pursuant to this Section 2.7(b) shall be deemed paid to and redirected
by such Defaulting Lender and shall satisfy the Borrower’s payment obligation in respect thereof in full, and each Lender
irrevocably consents hereto.


 


		2.8	Repayment of Loans.



 


(a)          
The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Revolving Lender,
Term Lender or Swingline Lender, as the case may be, (i) 
the then unpaid principal amount of each Revolving Loan of such Revolving Lender made to the Borrower outstanding on the
Revolving Termination Date (or on such earlier date on which the Loans become due and payable pursuant to Section 8.1), (ii) the
principal amount of each outstanding Term Loan of such Term Lender made to the Borrower in installments according to the applicable
amortization schedule set forth in Section 2.3 (or on such earlier date on which the Loans become due and payable pursuant to
Section 8.1) and (iii) the then unpaid principal amount of each Swingline Loan on the Revolving Termination Date and (C) the first
date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least three Business Days after
such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay all
Swingline


 






    -77-


     


    

 


Loans that were outstanding on the date such borrowing
was requested. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans and Swingline Loans
made to the Borrower from time to time outstanding from the date made until payment in full thereof at the rates per annum, and
on the dates, set forth in Section 2.15.


 


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


 


(c)
            The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(b)(iv), and a subaccount
therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan,
the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal, interest and fees, as applicable,
due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.


 


(d)           
The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.8(c) shall, to the extent permitted
by applicable law, be presumptively correct absent demonstrable error of the existence and amounts of the obligations of the Borrower
therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain the
Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with
applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.


 


		2.9	Commitment Fees, etc.



 


(a)
           The Borrower agrees to pay to the Administrative Agent for the account of each (i) Dollar Revolving Lender a commitment
fee, in Dollars, for the period from and including the Closing Date to the last day of the Revolving Commitment Period (or, if
earlier, the termination of all Dollar Revolving Commitments), computed at the Applicable Commitment Fee Rate on the actual daily
amount of the Available Dollar Revolving Commitment (provided that, for purposes of this calculation, Swingline Exposure
shall not constitute a Dollar Revolving Extension of Credit) of such Lender during the period for which payment is made, payable
quarterly in arrears on each Fee Payment Date and (ii) Multi-Currency Revolving Lender a commitment fee, in Dollars, for the period
from and including the Closing Date to the last day of the Revolving Commitment Period (or, if earlier, the termination of all
Multi-Currency Revolving Commitments), computed at the Applicable Commitment Fee Rate on the actual daily amount of the Available
Multi-Currency Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on
each Fee Payment Date; provided that (A) any commitment fee accrued with respect to any of the Revolving Commitments of
a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not
be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall
otherwise have been due and payable by the Borrower prior to such time and (B) no commitment fee shall accrue on any of the Revolving
Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.


 


(b)
            The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee
agreements with the Administrative Agent.


 






    -78-


     


    

 


		2.10	Termination or Reduction of Commitments.



 


(a)
           The Borrower shall have the right, upon not less than
two Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments of any Tranche or, from time
to time, to reduce the amount of the Revolving Commitments of any Tranche; provided that no such termination or reduction
of Revolving Commitments of any Tranche shall be permitted if, after giving effect thereto and to any prepayments of the Revolving
Loans made on the effective date thereof, the total Revolving Extensions of Credit of such Tranche would exceed the total Revolving
Commitments of such Tranche. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple of $500,000
in excess thereof, and shall reduce permanently the Revolving Commitments of the applicable Tranche then in effect. Notwithstanding
anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination under this Section 2.10
if the notice of such termination stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction
or the receipt of a replacement of all, or a portion, of the Revolving Commitments outstanding at such time, in which case such
notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date) if such
condition is not satisfied.


 


(b)           
Upon the incurrence by Holdings or any of its Restricted Subsidiaries of any Permitted Refinancing Obligations in respect of Revolving
Commitments or Revolving Loans, the Revolving Commitments designated by the Borrower to be terminated in connection therewith
shall be automatically permanently reduced by an amount equal to 100% of the aggregate principal amount of commitments under such
Permitted Refinancing Obligations and any outstanding Revolving Loans in respect of such terminated Revolving Commitments shall
be repaid in full.


 


(c)
            Notwithstanding anything to the contrary herein, the entry into of Amendment No. 1 shall in no event be deemed to reduce
or terminate any commitments pursuant to the Bally Commitment Letter (other than in accordance with the Commitment Reduction (under
and as defined in the Bally Commitment Letter)), and such commitments shall remain outstanding in accordance with the Bally Commitment
Letter until such time as the Bally Transactions have been consummated (or such earlier time as expressly set forth in the Bally
Commitment Letter).


 


		2.11	Optional Prepayments.



 


(a)           
The Borrower may at any time and from time to time prepay any Tranche of Revolving Loans, the Swingline Loans or any Tranche of
Term Loans, in whole or in part, without premium or penalty except as specifically provided in Section 2.11(b), upon irrevocable
written notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, (i) three Business Days prior
thereto, in the case of Eurocurrency Loans that are Revolving Loans or Term Loans, (ii) one Business Day prior thereto, in the
case of ABR Loans that are Term Loans and (iii) on the date of prepayment, in the case of ABR Loans that are Revolving Loans or
Swingline Loans, which notice shall specify (x) the date and amount of prepayment, (y) whether the prepayment is of a Tranche
of Revolving Loans or Swingline Loans or a Tranche of Term Loans and (z) whether the prepayment is of Eurocurrency Loans or ABR
Loans; provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable
thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall
be due and payable on the date specified therein (provided that any such notice may state that such notice is conditioned
upon the occurrence or non-occurrence of any transaction or the receipt of proceeds to be used for such payment, in each case
specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower
(by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied),
together with (except in the case of


 






    -79-


     


    

 


Revolving Loans that are ABR Loans) accrued interest
to such date on the amount prepaid. Partial prepayments of Term Loans and of Revolving Loans shall be in an aggregate principal
amount of (i) $1,000,000 or a whole multiple of $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) the
Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof (in the case of prepayments of Eurocurrency
Loans), and in each case shall be subject to the provisions of Section 2.18.


 


(b)
           Any prepayment made pursuant to this Section 2.11 or
Section 2.12(a) of the Initial Term B-5 Loans as a result of a Repricing Transaction shall be accompanied by a prepayment fee,
which shall initially be 1% of the aggregate principal amount prepaid and shall decline to 0% on and after the six-month anniversary
of the Amendment No. 4 Effective Date.


 


(c)
           In connection with any optional prepayments by the Borrower
of the Term Loans pursuant to this Section 2.11, such prepayments shall be applied on a pro rata basis to the then outstanding
Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans.


 


		2.12	Mandatory Prepayments.



 


(a)
           Unless the Required Prepayment Lenders shall otherwise
agree, if any Indebtedness (excluding any Indebtedness permitted to be incurred in accordance with Section 7.2, other than Permitted
Refinancing Obligations in respect of Term Loans or in accordance with Section 7.2(v)(A)(II)) shall be incurred by Holdings or
any Restricted Subsidiary, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied not later than one Business
Day after the date of receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(d).


 


(b)           
Unless the Required Prepayment Lenders shall otherwise agree, and subject to the proviso below, if on any date Holdings or any
Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event, then, unless
a Reinvestment Notice shall be delivered to the Administrative Agent in respect thereof, such Net Cash Proceeds shall be applied
not later than 10 Business Days after such date toward the prepayment of the Term Loans as set forth in Section 2.12(d); provided
that, notwithstanding the foregoing, (i) if a Reinvestment Notice has been delivered to the Administrative Agent, the Term
Loans shall be prepaid as set forth in Section 2.12(d) by an amount equal to the Reinvestment Prepayment Amount with respect to
the relevant Reinvestment Event on the applicable Reinvestment Prepayment Date, (ii) on the date (the “Trigger Date”)
that is six months after any such Reinvestment Prepayment Date, the Term Loans shall be prepaid as set forth in Section 2.12(d)
by an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually
expended by such Trigger Date and (iii) upon any Asset Sale pursuant to Section 7.5(w), if the Consolidated Net Total Leverage
Ratio on a pro forma basis is greater than 6:00 to 1.00, at least 25% of the Net Cash Proceeds such of Asset Sale shall be used
to prepay Term Loans within 90 days of the closing date of such Disposition (and no Reinvestment Notice shall be delivered with
respect thereto).


 


(c)
            Unless the Required Prepayment Lenders shall otherwise agree, if, for any Excess Cash Flow Period, there shall be Excess
Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply an amount equal to (A) the Excess Cash
Flow Percentage of such Excess Cash Flow minus (B) the aggregate amount of all prepayments of Revolving Loans during such
Excess Cash Flow Period to the extent accompanied by permanent optional reductions of the Revolving Commitments, and all optional
prepayments of Term Loans during such Excess Cash Flow Period (excluding any such optional prepayments during such Excess Cash
Flow Period which the Borrower elected to apply to the calculation pursuant to this paragraph (c) in a prior Excess Cash Flow
Period) and,


 






    -80-


     


    

 


at the option of the Borrower, optional prepayments
of Term Loans after such Excess Cash Flow Period but prior to the time of the Excess Cash Flow Application Date, in each case other
than to the extent any such prepayment is funded with the proceeds of long-term Indebtedness or Cure Amounts and other than Loans
repurchased pursuant to Dutch Auctions or Open Market Purchases, toward the prepayment of Term Loans as set forth in Section 2.12(d).
Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days
after the date on which the financial statements referred to in Section 6.1(a), for the fiscal year with respect to which such
prepayment is made, are required to be delivered to the Lenders.


 


(d)
           Amounts to be applied in connection with prepayments pursuant to this Section 2.12 shall be applied to the prepayment of
the Term Loans in accordance with Section 2.18(b) until paid in full. In connection with any mandatory prepayments by the Borrower
of the Term Loans pursuant to this Section 2.12, such prepayments shall be applied on a pro rata basis to the then outstanding
Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans and with respect
to prepayments pursuant to Section 2.12(b) such Net Cash Proceeds may be applied, along with such prepayment of Term Loans (to
the extent the Borrower elects, or is required by the terms thereof), to purchase, redeem or repay any Pari Passu Debt, pursuant
to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term
Loans; provided that with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied
first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans
in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.21. Each prepayment
of the Term Loans under this Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount
prepaid.


 


(e)
           Notwithstanding anything to the contrary in Section 2.12
or 2.18, with respect to the amount of any mandatory prepayment pursuant to Section 2.12(b) or (c) (such amount, the “Term
Prepayment Amount”), the Borrower may, in its sole discretion, in lieu of applying such amount to the prepayment of
Term Loans as provided in paragraph (d) above, on the date specified in this Section 2.12 for such prepayment, give the Administrative
Agent telephonic notice (promptly confirmed in writing) requesting that the Administrative Agent prepare and provide to each Term
Lender (which, for avoidance of doubt, includes each New Term Lender and Extending Lender holding Term Loans) a notice (each,
a “Prepayment Option Notice”) as described below. As promptly as practicable after receiving such notice from
the Borrower, the Administrative Agent will send to each Term Lender a Prepayment Option Notice, which shall be in the form of
Exhibit I (or such other form approved by the Administrative Agent), and shall include an offer by the Borrower to prepay, on
the date (each, a “Mandatory Prepayment Date”) that is ten Business Days after the date of the Prepayment Option
Notice, the Term Loans of such Lender by an amount equal to the portion of the Term Prepayment Amount indicated in such Lender’s
Prepayment Option Notice as being applicable to such Lender’s Term Loans. Each Term Lender may reject all or a portion of
its Term Prepayment Amount by providing written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. (New
York City time) five Business Days after such Term Lender’s receipt of the Prepayment Option Notice (which notice shall
specify the principal amount of the Term Prepayment Amount to be rejected by such Lender) (such rejected amounts collectively,
the “Declined Amount”); provided that any Term Lender’s failure to so reject such Term Prepayment
Amount shall be deemed an acceptance by such Term Lender of such Prepayment Option Notice and the amount to be prepaid in respect
of Term Loans held by such Term Lender. On the Mandatory Prepayment Date, the Borrower shall pay to the relevant Term Lenders
the aggregate amount necessary to prepay that portion of the outstanding Term Loans in respect of which such Lenders have (or
are deemed to have) accepted prepayment as described above.


 






    -81-


     


    

 


(f)
            If, on any date, the aggregate Dollar Revolving Extensions of Credit would exceed the aggregate Dollar Revolving Commitments,
the Borrower shall promptly prepay Dollar Revolving Loans in an aggregate principal amount equal to such excess and/or pay to
the Administrative Agent an amount of cash and/or Cash Equivalents equal to the aggregate principal amount equal to such excess
to be held as security for all obligations of the Borrower to the Dollar Issuing Lenders hereunder in a cash collateral account
to be established by, and under the sole dominion and control of, the Administrative Agent. If, on any date, the aggregate Multi-Currency
Revolving Extensions of Credit would exceed the aggregate Multi-Currency Revolving Commitments (other than as a result of any
revaluation of the Dollar Equivalent of Multi-Currency Revolving Loans or the Multi-Currency L/C Obligations on any Revaluation
Date in accordance with Section 1.4, in which case, if the aggregate Multi-Currency Revolving Extensions of Credit would exceed
105% of the aggregate Multi-Currency Revolving Commitments), the Borrower shall promptly prepay Multi-Currency Revolving Loans
in an aggregate principal amount equal to such excess and/or pay to the Administrative Agent an amount of cash and/or Cash Equivalents
equal to the aggregate principal amount equal to such excess to be held as security for all obligations of the Borrower to the
Multi-Currency Issuing Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control
of, the Administrative Agent.


 


(g)
            Notwithstanding any other provisions of this Section 2.12, (A) to the extent that any or all of the Net Cash Proceeds of
any Asset Sale by a Foreign Subsidiary (a “Foreign Asset Sale”) or the Net Cash Proceeds of any Recovery Event
with respect to a Foreign Subsidiary (a “Foreign Recovery Event”), in each case giving rise to a prepayment
event pursuant to Section 2.12(b), or Excess Cash Flow derived from a Foreign Subsidiary giving rise to a prepayment event pursuant
to Section 2.12(c), are or is prohibited, restricted or delayed by applicable local law from being repatriated to the United States,
the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at
the times provided in this Section 2.12 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as
the applicable local law will not permit or restricts repatriation to the United States (the Borrower hereby agreeing to use commercially
reasonable efforts to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable
local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow
is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds
or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net
of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans in accordance with this
Section 2.12 and (B) to the extent that the Borrower has determined in good faith that repatriation of any or all of the Net Cash
Proceeds of any Foreign Asset Sale or any Foreign Recovery Event or any Excess Cash Flow derived from a Foreign Subsidiary would
have a material adverse tax consequence (taking into account any foreign tax credit or benefit, in the Borrower’s reasonable
judgment, expected to be realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash
Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary, provided
that, in the case of this clause (B), on or before the date on which any Net Cash Proceeds so retained would otherwise have
been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or twelve months after the date such
Excess Cash Flow would have been so required to be applied if it were Net Cash Proceeds), (x) the Borrower shall apply an amount
equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess
Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that
would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the
Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds
or Excess Cash Flow shall be applied to the repayment of Indebtedness of a Foreign Subsidiary, in each case, other than as mutually
agreed by the Borrower and the Administrative Agent.


 






    -82-


     


    

 


		2.13	Conversion and Continuation Options.



 


(a)
           The Borrower may elect from time to time to convert Eurocurrency Loans (other than Eurocurrency Loans denominated in a
Permitted Foreign Currency) made to the Borrower to ABR Loans by giving the Administrative Agent prior irrevocable written notice
of such election no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date; provided
that if any Eurocurrency Loan is so converted on any day other than the last day of the Interest Period applicable thereto,
the Borrower shall also pay any amounts owing pursuant to Section 2.21. The Borrower may elect from time to time to convert ABR
Loans made to the Borrower to Eurocurrency Loans by giving the Administrative Agent prior irrevocable written notice of such election
no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall
specify the length of the initial Interest Period therefor); provided that no ABR Loan under a particular Facility may
be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or
the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions.
Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. This Section 2.13
shall not apply to Swingline Loans, which may not be converted or continued.


 


(b)
           Any Eurocurrency Loan may be continued as such by the Borrower giving irrevocable written notice to the Administrative
Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1 and no
later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed continuation date, of the length of
the next Interest Period to be applicable to such Loans; provided that if any Eurocurrency Loan is so continued on any
day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant
to Section 2.21; provided, further, that no Eurocurrency Loan under a particular Facility may be continued as such
when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in
respect of such Facility have determined in its or their sole discretion not to permit such continuations; and provided,
further, that (i) if the Borrower shall fail to give any required notice as described above in this paragraph such Eurocurrency
Loans shall be automatically continued as Eurocurrency Loans having an Interest Period of one month’s duration on the last
day of such then-expiring Interest Period and (ii) if such continuation is not permitted pursuant to the preceding proviso, such
Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period; provided,
further, that if the Borrower wishes to request Eurocurrency 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 appropriate 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 requested Interest Period has been consented to by all the Lenders. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender thereof.


 


2.14           
Minimum Amounts and Maximum Number of Eurocurrency Tranches. Notwithstanding anything to the contrary in this Agreement,
all borrowings, conversions, continuations and optional prepayments of Eurocurrency Loans and all selections of Interest Periods
shall be in such amounts and be made pursuant to such elections so that (a) after giving effect thereto, the aggregate principal
amount of the Eurocurrency Loans comprising each Eurocurrency Tranche shall be equal to the Borrowing Minimum or a whole multiple
of the Borrowing Multiple in excess thereof and (b) no more than twelve Eurocurrency Tranches shall be outstanding at any one
time.


 






    -83-


     


    

 


		2.15	Interest Rates and Payment Dates.



 


(a)            (i)
Each Eurocurrency Loan other than a Eurocurrency Loan that is an Initial Term Loan shall bear interest for each day during
each Interest Period with respect thereto at a rate per annum equal to the Eurocurrency Rate determined for such day plus the
Applicable Margin, (ii) each Eurocurrency Loan that is an Initial Term Loan shall bear interest for each day during each
Interest Period with respect thereto at a rate per annum equal to (A) the greater of (x) the Eurocurrency Rate determined for
such day and (y) 0.00% plus (B) the Applicable Margin and (iii) each Eurocurrency Loan that is a Revolving Loan shall
bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to (A) the greater of
(x) the Eurocurrency Rate determined for such day and (y) 0.00% plus (B) the Applicable Margin.


 


(b)           
(i) Each ABR Loan, other than an ABR Loan that is an Initial Term Loan, and each Swingline Loan shall bear interest at
a rate per annum equal to the ABR plus the Applicable Margin and (ii) 
each ABR Loan that is an Initial Term Loan shall bear interest at a rate per annum equal to (A) the greater of (x) the
ABR and (y) 1.00% plus (B) the Applicable Margin.


 


(c)           
(i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at
the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to (x) in
the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section
2.15 plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving Facilities
plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment
fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant
Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then
applicable to ABR Loans under the Revolving Facilities plus 2%), in each case, with respect to clauses (i) and (ii) above,
from the date of such nonpayment until such amount is paid in full (after as well as before judgment); provided that no
amount shall be payable pursuant to this Section 2.15(c) to a Defaulting Lender so long as such Lender shall be a Defaulting Lender;
provided further that no amounts shall accrue pursuant to this Section 2.15(c) on any overdue Loan, Reimbursement Obligation,
commitment fee or other amount payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.


 


(d)
          Interest shall be payable by the Borrower in arrears
on each Interest Payment Date; provided that interest accruing pursuant to paragraph (c) of this Section 2.15 shall be
payable from time to time on demand.


 


		2.16	Computation of Interest and Fees.



 


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


 






    -84-


     


    

 


(b)
            Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be presumptively correct in the absence of demonstrable error. The Administrative
Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative
Agent in determining any interest rate pursuant to Section 2.15(a) and Section 2.15(b).


 


2.17           
Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurocurrency Loan:


 


(a)               
the Administrative Agent shall have determined (which determination shall be presumptively correct absent demonstrable error)
that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the
Eurocurrency Rate for such Interest Period, or


 


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


 


the Administrative Agent shall give telecopy notice
thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurocurrency
Loans under the relevant Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y)
any Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurocurrency
Loans shall be continued as ABR Loans and (z) any outstanding Eurocurrency Loans under the relevant Facility shall be converted,
on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by
the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice
no longer exist), no further Eurocurrency Loans under the relevant Facility shall be made or continued as such, nor shall the Borrower
have the right to convert Loans under the relevant Facility to Eurocurrency Loans.


 


		2.18	Pro Rata Treatment and Payments.



 


(a)
            Except as expressly otherwise provided herein (including as
expressly provided in Sections 2.7, 2.9, 2.10(b), 2.15(c), 2.19, 2.20, 2.21, 2.22, 2.24, 2.26, 10.5, 10.6 and 10.7), each borrowing
by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of
the Revolving Commitments shall be made pro rata according to the Revolving Percentages of the relevant Lenders other than
reductions of Revolving Commitments pursuant to Section 2.24 and payments in respect of any differences in the Applicable Commitment
Fee Rate of Extending Lenders pursuant to an Extension Amendment. Except as expressly otherwise provided herein (including as
expressly provided in Sections 2.7, 2.15(c), 2.19, 2.20, 2.21, 2.22, 2.24, 2.26, 10.5, 10.6 and 10.7), each payment (other than
prepayments) in respect of principal or interest in respect of any Tranche of Term Loans and each payment in respect of fees payable
hereunder shall be applied to the amounts of such obligations owing to the Term Lenders of such Tranche, pro rata according to
the respective amounts then due and owing to such Term Lenders.


 


(b)           
Each mandatory prepayment of the Term Loans shall be allocated among the Tranches of Term Loans then outstanding pro rata,
in each case except as affected by the opt-out provision under Section 2.12(e); provided, that at the request of the Borrower,
in lieu of such application to the Term Loans on a pro rata basis among all Tranches of Term Loans, such prepayment may
be applied to any


 






    -85-


     


    

 


Tranche of Term Loans so long as the maturity date
of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the event
more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other Tranche
of Term Loans then outstanding, to such Tranches on a pro rata basis; provided further that in connection with a
mandatory prepayment under Section 2.12(a) in connection with the incurrence of Permitted Refinancing Obligations, such prepayment
shall be allocated to the Tranches as specified by the Borrower (but to the Loans within such Tranches on a pro rata basis). Each
optional prepayment and mandatory prepayment of the Term Loans shall be applied to the remaining installments thereof as specified
by the Borrower (and absent such specification, in direct order of maturity). Amounts repaid or prepaid on account of the Term
Loans may not be reborrowed.


 


(c)
            Except as expressly otherwise provided herein (including as
expressly provided in Sections 2.7, 2.10(b), 2.15(c), 2.19, 2.20, 2.21, 2.22, 2.24, 2.26, 10.5, 10.6 and 10.7), each payment (including
prepayments) to be made by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata
according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders other
than payments in respect of any differences in the Applicable Margin of Extending Lenders pursuant to an Extension Amendment.
Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the Issuing Lender that
issued such Letter of Credit. Each payment of principal in respect of Swingline Loans shall be made in accordance with Section
2.6.


 


(d)           
All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff, deduction or counterclaim and shall be made prior to 3:00 P.M., New York City time, on
the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Funding Office, in immediately
available funds. Any payment received by the Administrative Agent after 3:00 P.M., New York City time may be considered received
on the next Business Day in the Administrative Agent’s sole discretion. The Administrative Agent shall distribute such payments
to the relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the
Eurocurrency Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding
Business Day. If any payment on a Eurocurrency Loan becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into
another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any
extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable
rate during such extension.


 


(e)
            Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing
available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to
the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date
therefor, such Lender shall pay to the Administrative Agent on demand, such amount with interest thereon, at a rate equal to the
greater of (i) the Federal Funds Effective Rate and (ii) a rate reasonably determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available
to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing
under this paragraph shall be presumptively correct in the absence of demonstrable error. If such Lender’s share of such
borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date,
the Administrative Agent shall give notice of such fact to the


 






    -86-


     


    

 



 


Borrower
and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable
to ABR Loans under the relevant Facility, on demand, from the Borrower. Nothing herein shall be deemed to limit the rights of
the Administrative Agent or the Borrower against any Defaulting Lender.


 


(f)          Unless
the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by
the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may
assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the relevant Lenders their respective pro rata shares of a corresponding amount. If such payment
is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent
shall be entitled to recover, on demand, from each relevant Lender to which any amount which was made available pursuant to the
preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective
Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.


 


2.19       Requirements
of Law.


 


(a)         Except
with respect to Excluded Taxes, Indemnified Taxes and Other Taxes, if the adoption of or any change in any Requirement of Law
or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority first made, in each case, subsequent to the Closing Date:


 


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


 


(ii)       shall
subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations or its deposits,
reserves, other liability or capital attributable thereto; or


 


(iii)      shall
impose on such Lender any other condition not otherwise contemplated hereunder;


 


and
the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender reasonably deems to
be material, of making, converting into, continuing or maintaining Eurocurrency Loans or issuing or participating in Letters of
Credit (in each case hereunder), or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the
Borrower shall promptly pay such Lender, in Dollars, within thirty Business Days after the Borrower’s receipt of a reasonably
detailed invoice therefor (showing with reasonable detail the calculations thereof), any additional amounts necessary to compensate
such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts
pursuant to this Section 2.19, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by
reason of which it has become so entitled.


 


(b)         If
any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy
or liquidity requirements or in the interpretation or


 






    -87-


     


    

 


application
thereof or compliance by such Lender or any entity controlling such Lender with any request or directive regarding capital adequacy
or liquidity requirements (whether or not having the force of law) from any Governmental Authority first made, in each case, subsequent
to the Closing Date shall have the effect of reducing the rate of return on such Lender’s or such entity’s capital
as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such
Lender or such entity could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s
or such entity’s policies with respect to capital adequacy or liquidity requirements) by an amount deemed by such Lender
to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent)
of a reasonably detailed written request therefor (consistent with the detail provided by such Lender to similarly situated borrowers),
the Borrower shall pay to such Lender, in Dollars, such additional amount or amounts as will compensate such Lender or such entity
for such reduction.


 


(c)          A
certificate prepared in good faith as to any additional amounts payable pursuant to this Section 2.19 submitted by any Lender
to the Borrower (with a copy to the Administrative Agent) shall be presumptively correct in the absence of demonstrable error.
Notwithstanding anything to the contrary in this Section 2.19, the Borrower shall not be required to compensate a Lender pursuant
to this Section 2.19  for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower
of such Lender’s intention to claim compensation therefor; provided that if the circumstances giving rise to such
claim have a retroactive effect, then such 180-day period shall be extended to include the period of such retroactive effect.
The obligations of the Borrower pursuant to this Section 2.19 shall survive the termination of this Agreement and the payment
of the Obligations. Notwithstanding the foregoing, the Borrower shall not be obligated to make payment to any Lender with respect
to penalties, interest and expenses if written demand therefor was not made by such Lender within 180 days from the date on which
such Lender makes payment for such penalties, interest and expenses.


 


(d)          Notwithstanding
anything in this Section 2.19 to the contrary, solely for purposes of this Section 2.19, (i) the Dodd Frank Wall Street Reform
and Consumer Protection Act, and all requests, rules, regulations, guidelines and directives promulgated thereunder or issued
in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have been enacted, adopted or issued,
as applicable, subsequent to the Closing Date.


 


(e)          For
purposes of this Section 2.19, the term “Lender” shall include any Issuing Lender and Swingline Lender.


 


2.20        Taxes.


 


(a)          Except
as otherwise provided in this Agreement or as required by law, all payments made by the Borrower or any Loan Party under this
Agreement and the other Loan Documents to any Recipient under this Agreement shall be made free and clear of, and without deduction
or withholding for or on account of, any Taxes. If any Indemnified Taxes or Other Taxes are required to be deducted or withheld
from any such payments, the amounts so payable to the applicable Recipient shall be increased to the extent necessary so that
after deduction or withholding of such Indemnified Taxes and Other Taxes (including Indemnified Taxes attributable to amounts
payable under this Section 2.20(a)) the applicable Recipient receives an amount equal to the sum it would have received had no
such deduction or withholding been made.


 






    -88-


     


    

 


(b)          In
addition, the Borrower or any Loan Party under this Agreement and the other Loan Documents shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.


 


(c)          Whenever
any Taxes are payable by the Borrower and any Loan Party under this Agreement and the other Loan Documents, as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for the account of the Administrative Agent or Lender, as the case
may be, a certified copy of an original official receipt received by the Borrower showing payment thereof if such receipt is obtainable,
or, if not, such other evidence of payment as may reasonably be required by the Administrative Agent or such Lender. If the Borrower
or any Loan Party under this Agreement and the other Loan Documents fails to pay any Indemnified Taxes or Other Taxes that the
Borrower or any Loan Party under this Agreement and the other Loan Documents is required to pay pursuant to this Section 2.20
(or in respect of which the Borrower or any Loan Party under this Agreement and the other Loan Documents would be required to
pay increased amounts pursuant to Section 2.20(a) if such Indemnified Taxes or Other Taxes were withheld) when due to the appropriate
taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the
Borrower or any Loan Party under this Agreement and the other Loan Documents shall indemnify the applicable Recipient for any
payments by them of such Indemnified Taxes or Other Taxes, including any amounts payable pursuant to Section 2.20(a), and for
any incremental Taxes that become payable by such Recipient as a result of any such failure within thirty days after the Lender
or the Administrative Agent delivers to the Borrower (with a copy to the Administrative Agent) either (a) a copy of the receipt
issued by a Governmental Authority evidencing payment of such Taxes or (b) certificates as to the amount of such payment or liability
prepared in good faith.


 


(d)          Each
Lender (and, in the case of a pass-through entity, each of its beneficial owners) that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) (a “Non-US Lender”) shall deliver to the Borrower and the
Administrative Agent (or, in the case of a Participant, to the Borrower and to the Lender from which the related participation
shall have been purchased) (i) two accurate and complete copies of IRS Form W-8ECI, W-8BEN, W-8BEN-E or W-8IMY, and appropriate
attachments, as applicable, or, (ii) in the case of a Non-US Lender claiming exemption from United States federal withholding
tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” a statement substantially
in the form of Exhibit F and two accurate and complete copies of IRS Form W-8BEN or W-8BEN-E or W-8IMY, and appropriate attachments,
as applicable, or any subsequent versions or successors to such forms, in each case properly completed and duly executed by such
Non-US Lender claiming complete exemption from, or a reduced rate of, United States federal withholding tax on all payments by
the Borrower or any Loan Party under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-US
Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such
Participant purchases the related participation). In addition, each Non-US Lender shall deliver such forms promptly upon the obsolescence
or invalidity of any form previously delivered by such Non-US Lender. Each Non-US Lender shall (i) promptly notify the Borrower
at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or
any other form of certification adopted by the United States taxing authorities for such purpose) and (ii) take such steps as
shall not be disadvantageous to it, in its reasonable judgment, and as may be reasonably necessary (including the re-designation
of its lending office pursuant to Section 2.23) to avoid any requirement of applicable laws of any such jurisdiction that the
Borrower or any Loan Party make any deduction or withholding for Taxes from amounts payable to such Lender. Notwithstanding any
other provision of this paragraph, a Non-US Lender shall not be required to deliver any form pursuant to this paragraph that such
Non-US Lender is not legally able to deliver.


 






    -89-


     


    

 


(e)          Each
Lender (and, in the case of a Lender that is a non-United States pass-through entity, each of its beneficial owners) that is a
United States person (as such term is defined in Section 7701(a)(30) of the Code) (a “US Lender”) shall deliver
to the Borrower and the Administrative Agent two accurate and complete copies of IRS Form W-9, or any subsequent versions or successors
to such form and certify that such Lender is not subject to backup withholding. Such forms shall be delivered by each US Lender
on or before the date it becomes a party to this Agreement. In addition, each US Lender shall deliver such forms promptly upon
the obsolescence or invalidity of any form previously delivered by such US Lender. Each US Lender shall promptly notify the Borrower
at any time it determines that it is no longer in a position to provide any previously delivered certifications to the Borrower
(or any other form of certification adopted by the United States taxing authorities for such purpose).


 


(f)           If
any Recipient determines, in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it
has been indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to Section 2.20),
it shall promptly pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid under this Section 2.20 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of such Recipient and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided that such indemnifying party, upon the request of such Recipient, agrees
to repay the amount paid over to the indemnifying party (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority other than any such penalties, interest or other charges resulting from the gross negligence or willful
misconduct of the relevant Recipient) to such Recipient in the event such Recipient is required to repay such refund to such Governmental
Authority. This paragraph shall not be construed to require any Recipient to make available its tax returns (or any other information
relating to its taxes which it deems confidential) to the Borrower or any other Person. In no event will any Recipient be required
to pay any amount to an indemnifying party the payment of which would place such Recipient in a less favorable net after-tax position
than such Recipient would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other
Taxes had never been paid. The agreements in this Section 2.20 shall survive the termination of this Agreement and the payment
of the Obligations.


 


(g)          If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower and Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or Administrative Agent such documentation prescribed by
applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or Administrative Agent as may be necessary for the Borrower and Administrative Agent to comply with
their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this subsection (g), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(h)          Each
Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes
attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for
such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 10.6(c)(iii) relating to the maintenance of a Participant Register and (iii)
any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection
with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were
correctly or legally imposed or


 



    -90-


     


    

 


asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by
the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to
set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative
Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (h).


 


(i)           For
purposes of this Section 2.20, the term “Lender” shall include any Issuing Lender or Swingline Lender.


 


2.21        Indemnity.
Other than with respect to Taxes, which shall be governed solely by Section 2.20, the Borrower agrees to indemnify each
Lender for, and to hold each Lender harmless from, any loss or expense (other than lost profits, including the loss of Applicable
Margin) that such Lender actually sustains or incurs as a consequence of (a) any failure by the Borrower in making a borrowing
of, conversion into or continuation of Eurocurrency Loans after the Borrower has given notice requesting the same in accordance
with the provisions of this Agreement, (b) any failure by the Borrower in making any prepayment of or conversion from Eurocurrency
Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a
prepayment, conversion or continuation of Eurocurrency Loans on a day that is not the last day of an Interest Period with respect
thereto. A reasonably detailed certificate as to (showing in reasonable detail the calculation of) any amounts payable pursuant
to this Section 2.21 submitted to the Borrower by any Lender shall be presumptively correct in the absence of demonstrable error.
This covenant shall survive the termination of this Agreement and the payment of the Obligations.


 


2.22        Illegality.
Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof, in each case, first made after the Closing Date, shall make it unlawful for any Lender to make or maintain
Eurocurrency Loans as contemplated by this Agreement, such Lender shall promptly give notice thereof (a “Rate Determination
Notice”) to the Administrative Agent and the Borrower, and (a) the commitment of such Lender hereunder to make Eurocurrency
Loans, continue Eurocurrency Loans as such and convert ABR Loans to Eurocurrency Loans shall be suspended during the period of
such illegality and (b) such Lender’s Loans then outstanding as Eurocurrency Loans, if any, shall be converted automatically
to ABR Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such conversion of a Eurocurrency Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant
to Section 2.21.


 


2.23        Change
of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.19,
2.20(a) or 2.22 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall
policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object
of avoiding the consequences of such event; provided that such designation is made on terms that, in the good faith judgment
of such Lender, cause such Lender and its lending office(s) to suffer no material economic, legal or regulatory disadvantage;
provided, further, that nothing in this Section 2.23 shall affect or postpone any of the obligations of the Borrower
or the rights of any Lender pursuant to Section 2.19, 2.20(a) or 2.22.


 


2.24        Replacement
of Lenders. The Borrower shall be permitted to (a) replace with a financial entity or financial entities, or (b) prepay or
terminate, without premium or penalty (but subject to Section 2.21), the Loans or Commitments, as applicable, of any Lender, Issuing
Lender or Swingline Lender (each such Lender, Issuing Lender or Swingline Lender, a “Replaced Lender”) that
(i) requests


 






    -91-


     


    

 


reimbursement
for amounts owing or otherwise results in increased costs imposed on the Borrower or on account of which the Borrower is required
to pay additional amounts to any Governmental Authority pursuant to Section 2.19, 2.20 or 2.21 (to the extent a request made by
a Lender pursuant to the operation of Section 2.21 is materially greater than requests made by other Lenders) or gives a notice
of illegality pursuant to Section 2.22, (ii) is a Defaulting Lender, (iii) is, or the Borrower reasonably believes could constitute,
a Disqualified Institution, or (iv) has refused to consent to any waiver or amendment with respect to any Loan Document that requires
such Lender’s consent and has been consented to by the Required Lenders; provided that, in the case of a replacement
pursuant to clause (a) above, (A) such replacement does not conflict with any Requirement of Law, (B) the replacement financial
entity or financial entities shall purchase, at par, all Loans and other amounts owing to such Replaced Lender on or prior to
the date of replacement (or, in the case of a replacement of an Issuing Lender or Swingline Lender, comply with the provisions
of Section 9.9(c) (to the extent applicable as if such Lender was resigning as Administrative Agent)), (C) the Borrower shall
be liable to such Replaced Lender under Section 2.21 (as though Section 2.21 were applicable) if any Eurocurrency Loan owing to
such Replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (D) the replacement
financial entity or financial entities, (x) if not already a Lender, shall be reasonably satisfactory to the Administrative Agent
to the extent that an assignment to such replacement financial institution of the rights and obligations being acquired by it
would otherwise require the consent of the Administrative Agent pursuant to Section 10.6(b)(i)(B) and (y) shall pay (unless otherwise
paid by the Borrower) any processing and recordation fee required under Section 10.6(b)(ii)(B), (E) the Administrative Agent and
any replacement financial entity or entities shall execute and deliver, and such Replaced Lender shall thereupon be deemed to
have executed and delivered, an appropriately completed Assignment and Assumption to effect such substitution (or, in the case
of a replacement of an Issuing Lender or Swingline Lender, customary assignment documentation), (F) the Borrower shall pay all
additional amounts (if any) required pursuant to Section 2.19 or 2.20, as the case may be, in respect of any period prior to the
date on which such replacement shall be consummated, (G) in respect of a replacement pursuant to clause (iv) above, the replacement
financial entity or financial entities shall consent to such amendment or waiver, (H) any such replacement shall not be deemed
to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the Replaced Lender
and (I) if such replacement is in connection with a Repricing Transaction prior to the six-month anniversary of the Amendment
No. 4 Effective Date, the Borrower or the replacement Lender shall pay the Replaced Lender a fee equal to 1% of the aggregate
principal amount of its Initial Term Loans required to be assigned pursuant to this Section 2.24. Prepayments pursuant to clause
(b) above (i) shall be accompanied by accrued and unpaid interest on the principal amount so prepaid up to the date of such prepayment
and (ii) shall not be subject to the provisions of Section 2.18. The termination of the Revolving Commitments of any Lender pursuant
to clause (b) above shall not be subject to the provisions of Section 2.18. In connection with any such replacement under this
Section 2.24, if the Replaced Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and
Assumption and/or any other documentation necessary to reflect such replacement by the later of (a) the date on which the replacement
Lender executes and delivers such Assignment and Assumption and/or such other documentation and (b) the date as of which all obligations
of the Borrower owing to the Replaced Lender relating to the Loans and participations so assigned shall be paid in full to such
Replaced Lender, then such Replaced Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or
such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment
and Assumption and/or such other documentation on behalf of such Replaced Lender, and the Administrative Agent shall record such
assignment in the Register.


 






    -92-


     


    

 


2.25        Incremental
Loans.


 


(a)          The
Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new term loans (each,
a “New Term Loan Commitment”) or increases of existing Term Loans (each, a “Supplemental Term Loan
Commitment”) or increases of existing Revolving Commitments (each, a “Supplemental Revolving Commitment Increase”;
together with any New Term Loan Commitments and any Supplemental Term Loan Commitments, the “New Loan Commitments”)
hereunder, in an aggregate amount for all such New Loan Commitments (when taken together with any New Incremental Notes issued
prior to, or that will be issued concurrently with, the effectiveness of the respective New Loan Commitments) not in excess of,
at the time the respective New Loan Commitments become effective, the Maximum Incremental Facilities Amount plus, solely with
respect to Supplemental Revolving Commitment Increases, the Incremental Revolving Amount. Each such notice shall specify (i) the
date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Loan Commitments shall
be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative
Agent and (ii) in the case of a Supplemental Revolving Commitment Increase, the Tranche (or Tranches) of Revolving Commitments
to be so increased (and, if more than one Tranche of Revolving Commitments will be increased, the amount of the aggregate Supplemental
Revolving Commitment Increase to be allocated to each such Tranche); provided that (x) any Lender offered or approached
to provide all or a portion of any New Loan Commitments may elect or decline, in its sole discretion, to provide such New Loan
Commitments and (y) any Person that the Borrower proposes to become a New Lender, if such Person is not then a Lender, must be
an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Supplemental
Revolving Commitment Increase, to each Issuing Lender and, in the case of a Supplemental Revolving Commitment Increase to the
Dollar Revolving Facility, the Swingline Lender, in each case, to the extent its consent would be required to assign Loans to
any such Eligible Assignee.


 


(b)          Such
New Loan Commitments shall become effective as of such Increased Amount Date; provided that (i) no Event of Default shall
exist on such Increased Amount Date immediately after giving effect to such New Loan Commitments and the making of any New Loans
pursuant thereto and any transaction consummated in connection therewith subject to the Permitted Acquisition Provisions (as defined
below) and the Limited Condition Acquisition Provision, in connection with any acquisition or investment being made with the proceeds
thereof; (ii) the proceeds of any New Loans shall be used, at the discretion of the Borrower, for any purpose not prohibited by
this Agreement; (iii) the New Loans shall be secured by the Collateral on a pari passu or, at the Borrower’s option, junior
basis (so long as any such New Loan Commitments (and related Obligations) are subject to an Other Intercreditor Agreement) and
shall benefit ratably from the guarantees under the Guarantee and Collateral Agreement; (iv) in the case of New Loans that are
term loans (“New Term Loans”), the maturity date thereof shall not be earlier than the Latest Maturity Date
and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of the Latest
Maturing Term Loans (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge
financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for
permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the
Latest Maturity Date or the weighted average life to maturity of the Latest Maturing Term Loans, as applicable); (v) in the case
of any Supplemental Revolving Commitment Increase, (A) the maturity date of such Supplemental Revolving Commitment Increase shall
be the same as the Revolving Termination Date, (B) such Supplemental Revolving Commitment Increase shall require no scheduled
amortization or mandatory commitment reduction prior to the Revolving Termination Date and (C) such Supplemental Revolving Commitment
Increase shall be on the same terms (other than upfront fees payable in connection therewith) and pursuant to the same documentation
applicable to the Revolving Facilities (and, if applicable, a Joinder Agreement); (vi) all terms and


 






    -93-


     


    

 





documentation
with respect to any New Loans which differ from those with respect to the Loans under the applicable Facility shall be reasonably
satisfactory to the Administrative Agent (except to the extent permitted by clauses (iii) and (iv) above and the second to last
sentence of this paragraph); provided that the terms of any Supplemental Revolving Commitment Increase shall be identical
to the terms of the applicable Tranche (or Tranches, as the case may be) of the Revolving Facilities; (vii) such New Loans or
New Loan Commitments (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitment Increases) shall be
effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and one or
more New Lenders; (viii) to the extent reasonably requested by the Administrative Agent, the Borrower shall deliver or cause to
be delivered (A) customary legal opinions with respect to the due authorization, execution and delivery by the Borrower and each
other Loan Party to be party thereto and the enforceability of the applicable Joinder Agreement, Increase Supplement or Lender
Joinder Agreement, as applicable, the non-conflict of the execution, delivery of and performance of payment obligations under
such documentation with this Agreement and with the organizational documents of the Loan Parties and the effectiveness of the
Guarantee and Collateral Agreement to create a valid security interest, and the effectiveness of specified other Security Documents
to perfect such security interests, in specified Collateral to secure the Obligations, including the New Loan Commitments and
the extensions of credit thereunder and (B) certified copies of the resolutions or other applicable corporate action of each applicable
Loan Party approving its entry into such documents and the transactions contemplated thereby; and (ix) if the initial “spread”
(for purposes of this Section 2.25, the “spread” with respect to any Term Loan shall be calculated as the sum of the
Eurocurrency Loan margin on the relevant Term Loan plus any original issue discount or upfront fees in lieu of original issue
discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for
the applicable Facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest
rate margin))) relating to any New Term Loan exceeds the spread then in effect with respect to the Initial Term Loans by more
than 0.50%, the Applicable Margin relating to the Initial Term Loans shall be adjusted so that the spread relating to such New
Term Loans does not exceed the spread applicable to the Initial Term Loans by more than 0.50%; provided that if such New
Term Loans include an interest rate floor greater than the interest rate floor applicable to the Initial Term Loans, such increased
amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable
Margin for the Initial Term Loans shall be required, to the extent an increase in the interest rate floor for the Initial Term
Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not
the Applicable Margin) applicable to the Initial Term Loans shall be increased by such amount. For the avoidance of doubt, the
rate of interest and the amortization schedule (if applicable) of any New Loan Commitments shall be determined by the Borrower
and the applicable New Lenders and shall be set forth in the applicable Joinder Agreement. Notwithstanding anything to the contrary
above, in connection with the incurrence of any New Term Loans, if the proceeds of such New Term Loans are, substantially concurrently
with the receipt thereof, to be used, in whole or in part, by the Borrower or any other Loan Party to finance, in whole or in
part, a Permitted Acquisition, then (A) the only representations and warranties that will be required to be true and correct in
all material respects as of the applicable Increase Amount Date shall be (x) the Specified Representations (conformed as necessary
for such Permitted Acquisition) and (y) such of the representations and warranties made by or on behalf of the applicable acquired
company or business in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent
that Holdings or the Borrower (or any Affiliate of Holdings or the Borrower) has the right to terminate the obligations of Holdings,
the Borrower or such Affiliate under such acquisition agreement or not consummate such acquisition as a result of a breach of
such representations or warranties in such acquisition agreement and (B) no Event of Default under Sections 8.1(a) or (f) would
exist after giving effect to such incurrence (“Permitted Acquisition Provisions”).


 






    -94-


     


    

 


(c)          On
any Increased Amount Date on which any New Loan Commitment become effective, subject to the foregoing terms and conditions, each
lender with a New Loan Commitment (each, a “New Lender”) shall become a Lender hereunder with respect to such
New Loan Commitment.


 


(d)          For
purposes of this Agreement, any New Loans or New Loan Commitments shall be deemed to be Term Loans, Revolving Loans or Revolving
Commitments, as applicable. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Borrower and the Administrative
Agent, to effect the provisions of this Section 2.25.


 


(e)
          Supplemental Term Loan Commitments and Supplemental Revolving
Commitment Increases shall become commitments under this Agreement pursuant to a supplement specifying the Term Loan Tranche
or Revolving Commitments Tranche to be increased, executed by the Borrower and each increasing Lender substantially in the
form attached hereto as Exhibit L-1 (the “Increase Supplement”) or by each New Lender substantially in the
form attached hereto as Exhibit L-2 (the “Lender Joinder Agreement”), as the case may be, which shall be
delivered to the Administrative Agent for recording in the Register. Upon effectiveness of the Lender Joinder Agreement, each
New Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such
Supplemental Term Loan Commitment shall be a Term Loan or the commitments made pursuant to such Supplemental Revolving
Commitment Increase shall be Revolving Commitments, as applicable.

 


2.26        Extension
of Term Loans and Revolving Commitments.


 


(a)          The
Borrower may at any time and from time to time request that all or a portion of the (i) Term Loans of one or more Tranches existing
at the time of such request (each, an “Existing Term Tranche,” and the Term Loans of such Tranche, the “Existing
Term Loans”) or (ii) Revolving Commitments of one or more Tranches existing at the time of such request (each, an “Existing
Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche,” and
the Revolving Loans of such Existing Revolving Tranche, the “Existing Revolving Loans,” and together with the
Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s)
of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing
Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche,”
as applicable, and each an “Extended Tranche,” and the Term Loans or Revolving Commitments, as applicable,
of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments,”
as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this
Section 2.26; provided that (i) any such request shall be made by the Borrower to all Lenders with Term Loans or Revolving
Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate
outstanding principal amount of the applicable Term Loans or the applicable Revolving Commitments) and (ii) any applicable Minimum
Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion. In order to establish any Extended
Tranche, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the
Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the
Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from
which they are to be extended (the “Specified Existing Tranche”), except (x) all or any of the final maturity
dates of such Extended Tranches may be delayed to later dates than the final maturity dates of the Specified Existing Tranche,
(y) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified
Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in
lieu of any increased margins contemplated by the preceding clause (A) and (z) in the case of an Extended Term Tranche, so long
as the weighted average life to maturity of such Extended Tranche would be no


 






    -95-


     


    







 


shorter
than the remaining weighted average life to maturity of the Specified Existing Tranche, amortization rates with respect to the
Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the
extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this
Section 2.26 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s
discretion, more restrictive assignment and participation provisions applicable to Term Loans or Revolving Commitments, as applicable,
set forth in Section 10.6. No Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended
Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified
Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date).


 


(b)          The
Borrower shall provide the applicable Extension Request at least 10 Business Days (or such shorter period as the Administrative
Agent may agree to) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested
to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche
converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”) on
or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to
convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension
Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches
subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing
Tranches included in each such Extension Election. In connection with any extension of Loans pursuant to this Section 2.26 (each,
an “Extension”), the Borrower shall agree to such procedures regarding timing, rounding and other administrative
adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as may be
established by, or acceptable to, the Administrative Agent and the Borrower, in each case acting reasonably to accomplish the
purposes of this Section 2.26.


 


(c)          Extended
Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which
may include amendments to provisions related to maturity, interest margins or fees referenced in clauses (x) and (y) of Section
2.26(a), or, in the case of Extended Term Tranches, amortization rates referenced in clause (z) of Section 2.26(a), and which,
in each case, except to the extent expressly contemplated by the last sentence of this Section 2.26(c) and notwithstanding anything
to the contrary set forth in Section 10.1, shall not require the consent of any Lender other than the Extending Lenders with respect
to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, and the Extending Lenders.
Subject to the requirements of this Section 2.26 and without limiting the generality or applicability of Section 10.1 to any Section
2.26 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those
referred to or contemplated above (any such additional amendment, a “Section 2.26 Additional Amendment”) to
this Agreement and the other Loan Documents; provided that such Section 2.26 Additional Amendments do not become effective prior
to the time that such Section 2.26 Additional Amendments have been consented to (including pursuant to consents applicable to
holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan Parties and other parties
(if any) as may be required in order for such Section 2.26 Additional Amendments to become effective in accordance with Section
10.1; provided, further, that no Extension Amendment may provide for (i) any Extended Tranche to be secured by any Collateral
or other assets of any Loan Party that does not also secure the Existing Tranches or be guaranteed by any Person other than the
Guarantors and (ii) so long as any Existing Term Tranches are outstanding, any mandatory or voluntary prepayment provisions that
do not also apply to the Existing Term Tranches (other than Existing Term Tranches secured on a junior basis by the Collateral
or ranking junior in right


 






    -96-


     


    

 


of
payment, which shall be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable
prepayment treatment for Extended Term Tranches than such Existing Term Tranches as contemplated by Section 2.12). Notwithstanding
anything to the contrary in Section 10.1, any such Extension Amendment may, without the consent of any other Lenders, effect such
amendments to any Loan Documents as may be necessary or appropriate, in the reasonable judgment of the Borrower and the Administrative
Agent, to effect the provisions of this Section 2.26; provided that the foregoing shall not constitute a consent on behalf
of any Lender to the terms of any Section 2.26 Additional Amendment.


 


(d)          Notwithstanding
anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend the related
scheduled maturity date(s) in accordance with Section 2.26(a) above (an “Extension Date”), in the case of the
Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be
deemed reduced by an amount equal to the aggregate principal amount of the Extended Tranche so converted by such Lender on such
date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other
Existing Tranches (together with any other Extended Tranches so established on such date).


 


(e)          If,
in connection with any proposed Extension Amendment, any Lender declines to consent to the applicable extension on the terms and
by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”)
then the Borrower may, on notice to the Administrative Agent and the Non-Extending Lender, replace such Non-Extending Lender by
causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.6 (with the assignment fee and any
other costs and expenses to be paid by the Borrower or the assignee in such instance) all of its rights and obligations under
this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation
to the Borrower to find a replacement Lender; provided, further, that the applicable assignee shall have agreed
to provide Extended Loans on the terms set forth in such Extension Amendment; provided, further, that all obligations
of the Borrower owing to the Non-Extending Lender relating to the Existing Loans so assigned (including pursuant to Section 2.21
(as though Section 2.21 were applicable)) shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently
with such Assignment and Assumption or Affiliate Lender Assignment and Assumption, as applicable. In connection with any such
replacement under this Section 2.26, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly
completed Assignment and Assumption or Affiliate Lender Assignment and Assumption, as applicable, by the later of (A) the date
on which the replacement Lender executes and delivers such Assignment and Assumption or Affiliate Lender Assignment and Assumption,
as applicable, and (B) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating to the
Existing Loans so assigned shall be paid in full to such Non-Extending Lender, then such Non-Extending Lender shall be deemed
to have executed and delivered such Assignment and Assumption or Affiliate Lender Assignment and Assumption, as applicable, as
of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption or Affiliate
Lender Assignment and Assumption, as applicable, on behalf of such Non-Extending Lender.


 


(f)           Following
any Extension Date, with the written consent of the Borrower, any Non-Extending Lender may elect to have all or a portion of its
Existing Loans deemed to be an Extended Loan under the applicable Extended Tranche on any date (each date a “Designation
Date”) prior to the maturity date of such Extended Tranche; provided that such Lender shall have provided written
notice to the Borrower and the Administrative Agent at least 10 Business Days prior to such Designation Date (or such shorter
period as the Administrative Agent may agree in its reasonable discretion); provided, further, that no greater amount
shall be paid by or on behalf of the Borrower or any of its Affiliates to any such Non-Extending Lender as consideration for its
extension into such Extended Tranche than was


 






    -97-


     


    

 


paid
to any Extending Lender as consideration for its Extension into such Extended Tranche. Following a Designation Date, the Existing
Loans held by such Lender so elected to be extended will be deemed to be Extended Loans of the applicable Extended Tranche, and
any Existing Loans held by such Lender not elected to be extended, if any, shall continue to be “Existing Loans” of
the applicable Tranche.


 


(g)          With
respect to all Extensions consummated by the Borrower pursuant to this Section 2.26, (i) such Extensions shall not constitute
optional or mandatory payments or prepayments for purposes of Sections 2.11 and 2.12 and (ii) no Extension Request is required
to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition
(a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined
and specified in the relevant Extension Request in the Borrower’s sole discretion and which may be waived by the Borrower)
of Existing Loans of any or all applicable Tranches be extended. The Administrative Agent and the Lenders hereby consent to the
transactions contemplated by this Section 2.26  (including, for the avoidance of doubt, payment of any interest, fees or
premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Request) and hereby waive
the requirements of any provision of this Agreement (including Sections 2.8, 2.11 and 2.12) or any other Loan Document that may
otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.26.


 


2.27        Successor
LIBOR.


 


Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination
shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in
the case of the Required Lenders, a copy to Borrower) that the Borrower or the Required Lenders (as applicable) have determined,
that:


 


(i)       adequate
and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because
the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or


 


(ii)      the
administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made
a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or
used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”),
or


 


(iii)     syndicated
loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended
(as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,


 


then,
reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice
, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark
rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration
to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative
benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate
Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after
the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time,
Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such


 






    -98-


     


    

 


Lenders
do not accept such amendment. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist
or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower
and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended, (to
the extent of the affected LIBOR Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized
in determining the ABR. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of, conversion
to or continuation of Eurocurrency Loans (to the extent of the affected LIBOR Rate Loans or Interest Periods) or, failing that,
will be deemed to have converted such request into a request for a borrowing of ABR Loans (subject to the foregoing clause (y))
in the amount specified therein. Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that
in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.


 


SECTION
3.      LETTERS
OF CREDIT


 


3.1          L/C
Commitment.


 


(a)          Subject
to the terms and conditions hereof, each Dollar Issuing Lender, in reliance on the agreements of the other Dollar Revolving Lenders
set forth in Section 3.4(a), agrees, in the case of JPMorgan Chase Bank, N.A., to continue under this Agreement for the account
of the Borrower the Existing Letters of Credit issued by it until the expiration or earlier termination thereof and, in the case
of each other Dollar Issuing Lender, to issue Dollar Letters of Credit under the Dollar Revolving Commitments for the account
of the Borrower or any of its Restricted Subsidiaries on any Business Day during the Revolving Commitment Period in such form
as may be approved from time to time by such Dollar Issuing Lender; provided that no Dollar Issuing Lender shall have any
obligation to issue any Dollar Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed
the L/C Commitment or (ii) the aggregate amount of the Available Dollar Revolving Commitments would be less than zero. Each Dollar
Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of
its date of issuance and (y) the date that is three Business Days prior to the Revolving Termination Date (unless cash collateralized
or backstopped or otherwise supported, in each case in a manner agreed to by the Borrower and the Dollar Issuing Lender); provided
that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which
shall in no event extend beyond the date referred to in clause (y) above).


 


(b)          Subject
to the terms and conditions hereof, each Multi-Currency Issuing Lender, in reliance on the agreements of the other Multi-Currency
Revolving Lenders set forth in Section 3.4(a), agrees, in the case of JPMorgan Chase Bank, N.A., to continue under this Agreement
for the account of the Borrower the Existing Letters of Credit issued by it until the expiration or earlier termination thereof
and, in the case of each other Multi-Currency Issuing Lender, to issue Multi-Currency Letters of Credit under the Multi-Currency
Revolving Commitments for the account of the Borrower or any of its Restricted Subsidiaries on any Business Day during the Revolving
Commitment Period in such form as may be approved from time to time by such Multi-Currency Issuing Lender; provided that
no Multi-Currency Issuing Lender shall have any obligation to issue any Multi-Currency Letter of Credit if, after giving effect
to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Multi-Currency
Revolving Commitments would be less than zero. Each Multi-Currency Letter of Credit shall (i) be denominated in Dollars or any
Permitted Foreign Currency and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and
(y) the date that is three Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped or
otherwise supported, in each case in a manner agreed to by the Borrower and the Multi-Currency Issuing Lender); provided
that any Letter of Credit with a one-year term may provide for


 






    -99-


     


    

 


the
renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).


 


(c)          Notwithstanding
any prior specification of a Revolving Facility, the Borrower may request in writing that a Letter of Credit issued under either
Revolving Facility be deemed to be issued under any other Revolving Facility (and such redesignation shall become effective on
the date of receipt by the Administrative Agent of such written request which shall be a Business Day) so long as if at the time
of the Administrative Agent’s receipt of such request the issuance of such a Letter of Credit would be permitted under such
Facility pursuant to Section 3.1(a) or Section 3.1(b), as applicable.


 


(d)          No
Issuing Lender shall at any time be obligated to issue any Letter of Credit if such issuance would (i) conflict with, or cause
such Issuing Lender to exceed any limits imposed by, any applicable Requirement of Law, or if such Requirement of Law would impose
upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Closing Date and is not otherwise
reimbursable to it by the Borrower hereunder and which such Issuing Lender in good faith deems material to it or (ii) violate
one or more policies of such Issuing Lender applicable generally to the issuance of letters of credit for the account of similarly
situated borrowers.


 


3.2          Procedure
for Issuance of Letter of Credit. The Borrower may from time to time request that the relevant Issuing Lender issue a Letter
of Credit (or amend, renew or extend an outstanding Letter of Credit) by delivering to such Issuing Lender at its address for
notices specified to the Borrower by such Issuing Lender an Application therefor, with a copy to the Administrative Agent, completed
to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information
as such Issuing Lender may reasonably request. Such Application may be sent by facsimile, by United States mail, by overnight
courier, by electronic transmission using the system provided by the relevant Issuing Lender, by personal delivery or by any other
means acceptable to the relevant Issuing Lender. Upon receipt of any Application, the relevant Issuing Lender will process such
Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance
with its customary procedures and shall promptly issue (or amend, renew or extend, as the case may be) the Letter of Credit requested
thereby (but in no event without the consent of the applicable Issuing Lender shall any Issuing Lender be required to issue (or
amend, renew or extend, as the case may be) any Letter of Credit earlier than three Business Days after its receipt of the Application
therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original
of such Letter of Credit (or such amendment, renewal or extension, as the case may be) to the beneficiary thereof or as otherwise
may be agreed to by such Issuing Lender and the Borrower. Such Issuing Lender shall furnish a copy of such Letter of Credit to
the Borrower promptly following the issuance (or such amendment, renewal or extension, as the case may be) thereof. Each Issuing
Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the relevant Revolving Lenders,
notice of the issuance (or such amendment, renewal or extension, as the case may be) of each Letter of Credit issued by it (including
the amount thereof).


 


3.3          Fees
and Other Charges.


 


(a)          The
Borrower will pay a fee, in Dollars, on each outstanding Letter of Credit requested by it, at a per annum rate equal to the Applicable
Margin then in effect with respect to Eurocurrency Loans under the Revolving Facilities, or the Dollar Equivalent of the face
amount of such Letter of Credit, which fee shall be shared ratably among the applicable Revolving Lenders and payable quarterly
in arrears on each Fee Payment Date after the issuance date; provided that, with respect to any Defaulting Lender, such
Lender’s ratable share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding
Letters of Credit during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not
be payable by the Borrower so long as such Lender


 






    -100-


     


    

 


shall
be a Defaulting Lender except to the extent that such Lender’s ratable share of any letter of credit fee shall otherwise
have been due and payable by the Borrower prior to such time; provided further that any Defaulting Lender’s ratable
share of any letter of credit fee accrued on the aggregate amount available to be drawn on any outstanding Letters of Credit shall
accrue (x) for the account of each Non-Defaulting Lender with respect to such Defaulting Lender’s participation in Letters
of Credit which has been reallocated to such Non-Defaulting Lender pursuant to Section 3.4(d), (y) for the account of the Borrower
with respect to any L/C Shortfall if the Borrower has paid to the Administrative Agent an amount of cash and/or Cash Equivalents
equal to the amount of the L/C Shortfall to be held as security for all obligations of the Borrower to the applicable Issuing
Lenders hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative
Agent, or (z)  for the account of the applicable Issuing Lenders, in any other instance, in each case so long as such Lender
shall be a Defaulting Lender. In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee, in
Dollars, on the Dollar Equivalent of the aggregate face amount of all outstanding Letters of Credit issued by it to the Borrower,
equal to 0.125% per annum, payable quarterly in arrears on each Fee Payment Date after the issuance date.


 


(b)          In
addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for standard costs and expenses agreed
by the Borrower and such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering
any Letter of Credit requested by the Borrower.


 


3.4          L/C
Participations.


 


(a)          (i)
Each Dollar Issuing Lender irrevocably agrees to grant and hereby grants to each Dollar L/C Participant, and, to induce such Dollar
Issuing Lender to issue Dollar Letters of Credit, each Dollar L/C Participant irrevocably agrees to accept and purchase and hereby
accepts and purchases from such Dollar Issuing Lender, on the terms and conditions set forth below, for such Dollar L/C Participant’s
own account and risk an undivided interest equal to such Dollar L/C Participant’s Dollar Revolving Percentage in such Dollar
Issuing Lender’s obligations and rights under and in respect of each Dollar Letter of Credit issued by it and the amount
of each draft paid by such Dollar Issuing Lender thereunder. Each Dollar L/C Participant agrees with each Dollar Issuing Lender
that, if a draft is paid under any Dollar Letter of Credit issued by it for which such Dollar Issuing Lender is not reimbursed
in full by the Borrower in accordance with the terms of this Agreement, such Dollar L/C Participant shall pay, in Dollars, to
the Administrative Agent for the account of such Dollar Issuing Lender upon demand an amount equal to such Dollar L/C Participant’s
Dollar Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed (“Dollar L/C
Disbursements”); provided that, nothing in this paragraph shall relieve the Dollar Issuing Lender of any liability
resulting from the gross negligence or willful misconduct of the Dollar Issuing Lender. Each Dollar L/C Participant’s obligation
to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff,
counterclaim, recoupment, defense or other right that such Dollar L/C Participant may have against any Dollar Issuing Lender,
the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default
or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition
of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other
Dollar L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.


 


(ii)          Each
Multi-Currency Issuing Lender irrevocably agrees to grant and hereby grants to each Multi-Currency L/C Participant, and, to induce
such Multi-Currency Issuing Lender to issue Multi-Currency Letters of Credit, each Multi-Currency L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from such Multi-Currency Issuing Lender, on the terms and 


 






    -101-


     


    

 


conditions
set forth below, for such Multi-Currency L/C Participant’s own account and risk an undivided interest equal to such Multi-Currency
L/C Participant’s Multi-Currency Revolving Percentage in such Multi-Currency Issuing Lender’s obligations and rights
under and in respect of each Multi-Currency Letter of Credit issued by it and the amount of each draft paid by such Multi-Currency
Issuing Lender thereunder. Each Multi-Currency L/C Participant agrees with each Multi-Currency Issuing Lender that, if a draft
is paid under any Multi-Currency Letter of Credit issued by it for which such Multi-Currency Issuing Lender is not reimbursed
in full by the Borrower in accordance with the terms of this Agreement, such Multi-Currency L/C Participant shall pay, in Dollars,
to the Administrative Agent for the account of such Multi-Currency Issuing Lender upon demand an amount equal to such Multi-Currency
L/C Participant’s Multi-Currency Revolving Percentage of the Dollar Equivalent of the amount of such draft, or any part
thereof, that is not so reimbursed (“Multi-Currency L/C Disbursements”); provided that, nothing in this
paragraph shall relieve the Multi-Currency Issuing Lender of any liability resulting from the gross negligence or willful misconduct
of the Multi-Currency Issuing Lender. Each Multi-Currency L/C Participant’s obligation to pay such amount shall be absolute
and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such Multi-Currency L/C Participant may have against any Multi-Currency Issuing Lender, the Borrower or any other
Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy
any of the other conditions specified in Section 5, (iii) any adverse change in the financial condition of the Borrower, (iv)
any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Multi-Currency L/C
Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.


 


(b)          If
any amount required to be paid by any L/C Participant to the Administrative Agent for the account of any Issuing Lender pursuant
to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit
is paid to the Administrative Agent for the account of such Issuing Lender within three Business Days after the date such payment
is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing Lender on demand an amount
equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from
and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender,
times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator
of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available
to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business Days
after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such
amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facilities.
A certificate of the relevant Issuing Lender submitted to any relevant L/C Participant with respect to any amounts owing under
this Section 3.4 shall be presumptively correct in the absence of demonstrable error.


 


(c)          Whenever,
at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with Section 3.4(a), if the Administrative Agent receives for the account
of the Issuing Lender any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including
proceeds of collateral applied thereto by the Administrative Agent), or any payment of interest on account thereof, the Administrative
Agent will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the
event that any such payment shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the
Administrative Agent for the account of such Issuing Lender the portion thereof previously distributed by such Issuing Lender
to it.


 






    -102-


     


    

 


(d)          Notwithstanding
anything to the contrary contained in this Agreement, in the event an L/C Participant becomes a Defaulting Lender, then such Defaulting
Lender’s applicable Revolving Percentage in all outstanding Letters of Credit under the relevant Facility will automatically
be reallocated among the applicable L/C Participants that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting
Lender’s applicable Revolving Percentage (calculated without regard to the Revolving Commitments of the Defaulting Lender),
but only to the extent that such reallocation does not cause the Revolving Extensions of Credit under the relevant Facility of
any Non-Defaulting Lender to exceed the Revolving Commitments under the relevant Facility of such Non-Defaulting Lender. If such
reallocation cannot, or can only partially, be effected the Borrower shall, within five Business Days after written notice from
the Administrative Agent, pay to the Administrative Agent an amount of cash and/or Cash Equivalents equal to such Defaulting Lender’s
applicable Revolving Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the L/C Obligations
under the relevant Facility (after giving effect to any partial reallocation pursuant to the first sentence of this Section 3.4(d))
to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash collateral account to be
established by, and under the sole dominion and control of, the Administrative Agent. So long as there is a Defaulting Lender,
an Issuing Lender shall not be required to issue any Letter of Credit where the sum of the Non-Defaulting Lenders’ applicable
Revolving Percentages of the outstanding Revolving Loans and their participations in Letters of Credit, in each case under the
relevant Facility, after giving effect to any such requested Letter of Credit would exceed (each such excess, the “L/C
Shortfall”) the aggregate applicable Revolving Commitments of the Non-Defaulting Lenders, unless the Borrower shall
pay to the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount of the L/C Shortfall, such cash
and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lenders hereunder in a cash
collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.


 


(e)          If,
on any date, the L/C Obligations would exceed 105% of the L/C Commitment (including as a result of any revaluation of the Dollar
Equivalent of the L/C Obligations on any Revaluation Date in accordance with Section 1.4), the Borrower shall promptly pay to
the Administrative Agent an amount of cash and/or Cash Equivalents equal to the amount by which the L/C Obligations exceed the
L/C Commitment, such cash and/or Cash Equivalents to be held as security for all obligations of the Borrower to the Issuing Lenders
hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent.


 


3.5          Reimbursement
Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on the Business Day following the date on
which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit issued
or continued by such Issuing Lender at the Borrower’s request (including any Letters of Credit issued for the account of
a Restricted Subsidiary and the Existing Letters of Credit) and paid by such Issuing Lender for the amount of (a) such draft so
paid and (b) any reasonable fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection
with such payment and, without limiting the Borrower’s obligations in respect thereof under this Section 3.5, notified in
reasonable detail to the Borrower on the date of the draft so paid (the amounts described in the foregoing clauses (a) and (b)
in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing
Lender at its address for notices specified to the Borrower in Dollars and in immediately available funds. Interest shall be payable
on any such amounts from the date on which the relevant draft is paid until payment in full at a rate equal to (i) until the second
Business Day next succeeding the date of the relevant notice (which notice shall be provided on the date the relevant draft is
paid), the rate applicable to ABR Loans under the Revolving Facilities and (ii) thereafter, the rate set forth in Section 2.15(c).
In the case of any such reimbursement in Dollars with respect to a Letter of Credit denominated in a


 






    -103-


     


    







 


Permitted
Foreign Currency, the applicable Issuing Lender shall notify the Borrower of the Dollar Equivalent of the amount of the draft
so paid promptly following the determination thereof.


 


3.6          Obligations
Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing
Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that such
Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be
affected by, among other things, (i) the validity or genuineness of documents or of any endorsements thereon, even though such
documents shall in fact later prove to be invalid, fraudulent or forged; (ii) any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred; (iii) any claims whatsoever
of the Borrower against any beneficiary of such Letter of Credit or any such transferee; (iv) any other events or circumstances
that, pursuant to applicable law or the applicable customs and practices promulgated by the ICC, are not within the responsibility
of such Issuing Lender; (v) waiver by such Issuing Lender of any requirement that exists for such Issuing Lender’s protection
and not the protection of the Borrower or any waiver by such Issuing Lender which does not in fact materially prejudice the Borrower;
(vi) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form
of a draft; (vii) any payment made by such Issuing Lender in respect of an otherwise complying item presented after the date specified
as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after
such date is authorized by the Uniform Commercial Code, the ISP or the UCP, as applicable; (viii) any payment by such Issuing
Lender 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 such Issuing Lender 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; (ix) any adverse change in the relevant exchange rates or in the availability of the relevant Permitted
Foreign Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or (x) 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, except, in each case, for errors, omissions,
interruptions or delays resulting from the gross negligence or willful misconduct of such Issuing Lender or its employees or agents.
No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Letter of Credit, except for errors, omissions, interruptions or
delays resulting from the gross negligence or willful misconduct of such Issuing Lender or its employees or agents. The Borrower
agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of
care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result
in any liability of such Issuing Lender to the Borrower.


 


3.7          Role
of the Issuing Lender. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing
Lenders shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly
required by a Letter of Credit) or to ascertain or inquire as to the validity, authenticity or accuracy of any such document (provided
that the Issuing Lenders will determine whether such documents appear on their face to be in order) or the authority of the
Person executing or delivering any such document. None of the Issuing Lenders, the Administrative Agent, any of their respective
Related Parties nor any correspondent, participant or assignee of the Issuing Lenders shall be liable to any Lender for (i) any
action taken or omitted in


 






    -104-


     


    







 


connection
herewith at the request or with the approval of the Lenders or the Majority Facility Lenders or the Borrower, 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 related Application, or any other
document, agreement and instrument entered into by such Issuing Lender and the Borrower (or any Restricted Subsidiary) or in favor
of such Issuing Lender and relating to such Letter of Credit. 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 Issuing Lenders, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of the Issuing Lenders shall be liable or responsible
for any of the matters described in clauses (i) through (ix) of Section 3.6; provided, however, that anything in
such clauses to the contrary notwithstanding, the Borrower may have a claim against the relevant Issuing Lender, and such Issuing
Lender 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 such Issuing Lender’s willful misconduct or gross
negligence or such Issuing Lender’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) and documents expressly required by and strictly complying with the terms and
conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lenders may accept documents
that appear on their face to be in order, without responsibility for further investigation, and provided that a Letter
of Credit is issued permitting transfer then the Issuing Lenders 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. The Issuing Lenders may
send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial
Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating
with a beneficiary, as agreed to with the Borrower.


 


3.8          Letter
of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing Lender shall
promptly notify the Borrower of the date and amount thereof. The responsibility of such Issuing Lender to the Borrower in connection
with any draft presented for payment under any Letter of Credit issued by such Issuing Lender shall, in addition to any payment
obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft)
delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of
Credit.


 


3.9          Applications.
To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this
Agreement or any other Loan Document, the provisions of this Agreement or such other Loan Document shall apply.


 


3.10        Applicability
of ISP and UCP. Unless otherwise expressly agreed by the applicable Issuing Lender and the Borrower when a Letter of Credit
is issued (including any such agreement applicable to an Existing Letter of Credit), (a) the rules of the ISP shall apply to each
standby Letter of Credit, and (b) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing,
the Issuing Lender shall not be responsible to the Borrower for, and the Issuing Lender’s rights and remedies against the
Borrower shall not be impaired by, any action or inaction of the Issuing Lender required or permitted under any law, order, or
practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order
of a jurisdiction where the Issuing Lender or the beneficiary is located, the practice stated in the ISP or UCP, as applicable,
or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the


 






    -105-


     


    

 


Bankers
Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International
Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.


 


SECTION
4.      REPRESENTATIONS
AND WARRANTIES


 


To
induce the Agents and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of
Credit, each of Holdings and the Borrower hereby represents and warrants (as to itself and each of its Restricted
Subsidiaries) to the Agents and each Lender, which representations and warranties shall be deemed made on the Closing Date (after
giving effect to the Transactions) and on the date of each borrowing of Loans or issuance, extension or renewal of a Letter of
Credit hereunder that:


 


4.1          Financial
Condition.


 


(a)          The
audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 2010, December 31, 2011 and
December 31, 2012, and the related statements of income and of cash flows for the fiscal years ended on such date, reported on
by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the financial
condition of Holdings and its Subsidiaries as at such dates and the results of their operations, their cash flows and their changes
in stockholders’ equity for the respective fiscal years then ended. All such financial statements, including the related
schedules and notes thereto and year-end adjustments, have been prepared in accordance with GAAP (except as otherwise noted therein).


 


(b)          The
audited consolidated balance sheet of the Target and its Subsidiaries as at June 30, 2011, June 30, 2012 and June 30, 2013, and
the related statements of income and of cash flows for the fiscal years ended on such date, reported on by and accompanied by
an unqualified report from Ernst & Young LLP, present fairly in all material respects the financial condition of the Target
and its Subsidiaries as at such dates and the results of their operations, their cash flows and their changes in stockholders’
equity for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto
and year-end adjustments, have been prepared in accordance with GAAP (except as otherwise noted therein).


 


4.2          No
Change. Since the Closing Date, there has been no event, development or circumstance that has had or would reasonably be expected
to have a Material Adverse Effect.


 


4.3          Existence;
Compliance with Law. Except as set forth in Schedule 4.3, each of Holdings and its Restricted Subsidiaries (other than any
Immaterial Subsidiaries) (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where applicable,
the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, except
in each case (other than with respect to the Borrower) to the extent such failure to do so would not reasonably be expected to
have a Material Adverse Effect, (ii) has the corporate or other organizational power and authority, and the legal right, to own
and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged,
except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified
as a foreign corporation or other entity and in good standing (where such concept is relevant) under the laws of each jurisdiction
where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each
case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not have a
Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply
therewith would not reasonably be expected to have a Material Adverse Effect.


 






    -106-


     


    


 


4.4            Corporate
Power; Authorization; Enforceable Obligations.


 


(a)            Each
Loan Party has the corporate or other organizational power and authority to execute and deliver, and perform its obligations under,
the Loan Documents to which it is a party and, in the case of the Borrower, to borrow or have Letters of Credit issued hereunder,
except in each case (other than with respect to the Borrower) to the extent such failure to do so would not reasonably be expected
to have a Material Adverse Effect. Each Loan Party has taken all necessary corporate or other action to authorize the execution
and delivery of, and the performance of its obligations under, the Loan Documents to which it is a party and, in the case of the
Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement, except in each case (other than
with respect to the Borrower) to the extent such failure to do so would not reasonably be expected to have a Material Adverse
Effect.


 


(b)            No
consent or authorization of, filing with, or notice to, any Governmental Authority is required to be obtained or made by any Loan
Party for the extensions of credit hereunder or such Loan Party’s execution and delivery of, or performance of its obligations
under, or validity or enforceability of, this Agreement or any of the other Loan Documents to which it is party, as against or
with respect to such Loan Party, except (i) consents, authorizations, filings and notices described in Schedule 4.4, (ii) consents,
authorizations, filings and notices which have been obtained or made and are in full force and effect, (iii) consents, authorizations,
filings and notices the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect and (iv)
the filings referred to in Section 4.17.


 


(c)            Each
Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. Assuming the due authorization
of, and execution and delivery by, the parties thereto (other than the applicable Loan Parties), this Agreement constitutes, and
each other Loan Document upon execution and delivery by each Loan Party that is a party thereto will constitute, a legal, valid
and binding obligation of each such Loan Party that is a party thereto, enforceable against each such Loan Party in accordance
with its terms (provided that, with respect to the creation and perfection of security interests with respect to the Capital
Stock of Foreign Subsidiaries, only to the extent enforceability thereof is governed by the Uniform Commercial Code), except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity
or at law) and the implied covenants of good faith and fair dealing.


 


4.5            No
Legal Bar. Assuming the consents, authorizations, filings and notices referred to in Section 4.4(b) are obtained or made and
in full force and effect, the execution, delivery and performance of this Agreement and the other Loan Documents by the Loan Parties
thereto, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not (a) violate
the organizational or governing documents of (i) the Borrower or (ii) except as would not reasonably be expected to have a Material
Adverse Effect, any other Loan Party, (b) except as would not reasonably be expected to have a Material Adverse Effect, violate
any Requirement of Law binding on Holdings or any of its Restricted Subsidiaries, (c) except as would not reasonably be expected
to have a Material Adverse Effect, violate any Contractual Obligation of Holdings or any of its Restricted Subsidiaries or (d)
except as would not have a Material Adverse Effect, result in or require the creation or imposition of any Lien on any of their
respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens
permitted by Section 7.3).


 


4.6            No
Material Litigation. Except as set forth in Schedule 4.6, no litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the knowledge of the Borrower, threatened against Holdings or any of its Restricted
Subsidiaries or against any of their Properties which, taken as a whole, would reasonably be expected to have a Material Adverse
Effect.


 



    -107-


     


    




 


4.7          
No Default. No Default or Event of Default has occurred and is continuing.




 


4.8          
Ownership of Property; Liens. Except as set forth in Schedule 4.8A, each of Holdings
and its Restricted Subsidiaries has good title in fee simple to, or a valid leasehold interest in, all its Real Property, and
good title to, or a valid leasehold interest in, all of its other Property (other than Intellectual Property), in each case, except
where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and none of such Property is subject
to any Lien except as permitted by the Loan Documents. Schedule 4.8B lists all Real Property owned in fee simple with a Fair Market
Value in excess of $7,500,000 by any Loan Party as of the Closing Date.


 


4.9           
Intellectual Property. Each of Holdings and its Restricted Subsidiaries owns, or has
a valid license or right to use, all Intellectual Property necessary for the conduct of its business as currently conducted free
and clear of all Liens except as permitted by the Loan Documents, except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect. To the Borrower’s knowledge, the use of such Intellectual Property by Holdings or its
Restricted Subsidiaries does not infringe on the rights of any Person in a manner that would reasonably be expected to have a
Material Adverse Effect. Holdings and its Restricted Subsidiaries take all reasonable actions that in the exercise of their reasonable
business judgment should be taken to protect their Intellectual Property, including Intellectual Property that is confidential
in nature, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


4.10          Taxes.
Each of Holdings and its Restricted Subsidiaries (a) has filed or caused to be filed all federal, state, provincial and other
Tax returns that are required to be filed and (b) has paid or caused to be paid all taxes shown to be due and payable on said
returns and all other taxes, fees or other charges imposed on it or on any of its Property by any Governmental Authority (other
than (i) any returns or amounts that are not yet due or (ii) amounts the validity of which are currently being contested in good
faith by appropriate proceedings and with respect to which any reserves required in conformity with GAAP have been provided on
the books of Holdings or such Restricted Subsidiary, as the case may be), except in each case where the failure to do so would
not reasonably be expected to have a Material Adverse Effect.


 


4.11          
Federal Regulations. No part of the proceeds of any Loans, and no other extensions
of credit hereunder, will be used for any purpose that violates the provisions of the regulations of the Board.


 


4.12         
ERISA.




 


(a)            
Except as would not reasonably be expected, either individually or in the aggregate, to have
a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning
of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five year period prior to the date on which
this representation is made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the applicable
provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC
or a Plan has arisen on the assets of Holdings or any of its Restricted Subsidiaries, during such five-year period; the present
value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as
of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the
assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings or any of its Restricted Subsidiaries
has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result
in a liability under ERISA; (iv) none of Holdings or any of its Restricted Subsidiaries would become subject to any liability
under ERISA if Holdings or such Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation
date


 






    -108-


     


    

 


most closely preceding
the date on which this representation is made; and (v) no Multiemployer Plan is in Reorganization or Insolvent.


 


(b)           
Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect
to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is
subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity
(other than Holdings and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being
treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material
Adverse Effect and result in a direct obligation of Holdings or any of its Restricted Subsidiaries to pay money.


 


(c)            The
Borrower represents and warrants as of the Amendment No. 4 Effective Date that the Borrower is not a Benefit Plan.


 


4.13          Investment
Company Act. No Loan Party is an “investment company,” or a company “controlled” by an “investment
company,” within the meaning of the Investment Company Act of 1940, as amended.


 


4.14         
Subsidiaries. The Subsidiaries listed on Schedule 4.14 constitute all the Subsidiaries
of Holdings at the Closing Date (after giving effect to the Merger). Schedule 4.14 sets forth as of the Closing Date the name
and jurisdiction of incorporation of each Subsidiary and, as to each Subsidiary, the percentage of each class of Capital Stock
owned by any Loan Party and the designation of such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary.


 


4.15           Environmental
Matters. Other than exceptions to any of the following that would not reasonably be expected to have a Material Adverse Effect,
none of Holdings or any of its Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any Environmental Law for the operation of the Business; or
(ii) has become subject to any Environmental Liability.


 


4.16          Accuracy
of Information, etc. As of the Closing Date, no statement or information (excluding the projections and pro forma financial
information referred to below) contained in this Agreement, any other Loan Document or any certificate furnished to the Administrative
Agent or the Lenders or any of them (in their capacities as such), by or on behalf of any Loan Party for use in connection with
the transactions contemplated by this Agreement or the other Loan Documents, including the Transactions, when taken as a whole,
contained as of the date such statement, information or certificate was so furnished, any untrue statement of a material fact
or omitted to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances
under which they were made, not materially misleading. As of the Closing Date, the projections and pro forma financial
information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management
of Holdings to be reasonable at the time made, in light of the circumstances under which they were made, it being recognized by
the Agents and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that
actual results during the period or periods covered by such financial information may differ from the projected results set forth
therein by a material amount.


 


4.17         
Security Documents.




 


(a)            The
Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties,
a legal, valid and enforceable security interest in the


 






    -109-


     


    

 


Collateral described
therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item
of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property
expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the
 “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral
Agreement (other than Excluded Collateral) when any stock certificates or notes, as applicable, representing such Pledged Securities
are delivered to the Collateral Agent together with any proper endorsements executed in blank and such other actions have been
taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable Law of the jurisdiction
of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable Law of the jurisdiction
of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and (ii) the other Collateral described
in the Guarantee and Collateral Agreement (other than Excluded Collateral), when financing statements in appropriate form are
filed in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such
other offices as may be appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered
to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made
(or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), the Collateral
Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan
Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral
can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 (or, in the case of other
Collateral not in existence on the Closing Date, such other offices as may be appropriate) and the filings specified on Schedule
3 to the Guarantee and Collateral Agreement (or, in the case of other Collateral not in existence on the Closing Date, such other
filings as may be appropriate), and through the delivery of the Pledged Securities required to be delivered on the Closing Date),
as security for the Obligations, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral
other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent
required by the Guarantee and Collateral Agreement.


 


(b)           
Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to
Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties
a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds thereof, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the
implied covenants of good faith and fair dealing; and when such Mortgage is filed in the recording office designated by the Borrower,
such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan
Parties in such Mortgaged Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage),
in each case prior and superior in right to any other Person (other than Liens permitted by Section 7.3 or other encumbrances
or rights permitted by the relevant Mortgage).


 


4.18          
Solvency. As of the Closing Date, Holdings and its Subsidiaries are (on a consolidated
basis), and immediately after giving effect to the Transactions will be, Solvent.


 


4.19           Anti-Terrorism.
As of the Closing Date, (a) Holdings and its Restricted Subsidiaries are in compliance with the USA Patriot Act and (b) none of
Holdings and its Restricted Subsidiaries is a person on the list of “Specially Designated Nationals and Blocked Persons”
or subject to the limitations and prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control
regulation or executive order, in each case, except as would not reasonably be expected to have a Material Adverse Effect.


 






    -110-


     


    

 


4.20
          Use of Proceeds. The Borrower
will use the proceeds of the Loans solely in compliance with Section 6.9 of this Agreement.


 


4.21          
Labor Matters. Except as, in the aggregate, would not reasonably be expected to have
a Material Adverse Effect: (a) there are no strikes or other labor disputes against Holdings or its Restricted Subsidiaries pending
or, to the knowledge of Holdings and the Borrower, threatened, (b) hours worked by and payment made to employees of Holdings or
its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of
Law dealing with such matters and (c) all payments due from Holdings or any of its Restricted Subsidiaries on account of employee
health and welfare insurance have been paid or accrued as a liability on the books of Holdings or such Restricted Subsidiary,
as applicable.


 


4.22          Senior
Indebtedness. The Obligations constitute senior Indebtedness in accordance with the terms of the 2018 Notes, the 2020 Notes
and the 2021 Notes.


 


4.23          
OFAC. No Loan Party, nor, to the knowledge of any Loan Party, any Related Party, (i)
is currently the subject of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction, or (iii) is
or has been (within the previous five years) engaged in any transaction with any Person who is now or was then the subject of
Sanctions or who is located, organized or residing in any Designated Jurisdiction. No Loan, nor the proceeds from any Loan, has
been or will be used, directly or indirectly, to lend, contribute, provide or has otherwise been or will be made available to
fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized
or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in
any violation by any Person (including any Lender, Lead Arranger, Administrative Agent, Issuing Lender or Swingline Lender) of
Sanctions.


 


4.24          
FCPA. Holdings, the Borrower and each of its Subsidiaries is in compliance with the
U.S. Foreign Corrupt Practices Act of 1977, as amended, except as would not reasonably be expected to result in a Material Adverse
Effect. No part of the proceeds of the Loans has been or will be used by Holdings or its Subsidiaries, directly or indirectly,
for any payments to any Person, governmental official or employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, in each case, except as would not reasonably
expected to have a Material Adverse Effect.


 


SECTION
5.   CONDITIONS PRECEDENT


 


5.1             
Conditions to Initial Extension of Credit on the Closing Date. The agreement of each
Lender to make the initial extension of credit requested to be made by it is subject to the satisfaction (or waiver), prior to
or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:


 


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


 


(b)               
Representations and Warranties. All Specified Merger Agreement Representations shall be true and correct in all
material respects on the Closing Date, and all Specified Representations made by any Loan Party shall be true and correct in all
material respects on the Closing Date (other than the Specified Merger Agreement Representation set


 






    -111-


     


    

 


forth in Section
4.10(a) of the Merger Agreement, which shall be true and correct in all respects on the Closing Date);


 


(c)               
Borrowing Notice. The Administrative Agent shall have received a notice of borrowing from the Borrower with respect
to the Initial Term Loans and, if applicable, any Revolving Loans to be made on the Closing Date;


 


(d)               
Fees. The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the
Closing Date, including, to the extent invoiced at least two Business Days prior to the Closing Date, reimbursement or payment
of all reasonable and documented out-of-pocket expenses (including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore LLP, counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder or under
any other Loan Document;


 


(e)               
Legal Opinions. The Administrative Agent shall have received an executed legal opinion of (i) Latham & Watkins
LLP, special New York counsel to the Loan Parties, (ii) Simmons Perrine Moyer Bergman PLC, special Iowa counsel to the Loan Parties,
and (iii) Lionel Sawyer & Collins, special Nevada counsel to the Loan Parties, in each case in form and substance reasonably
satisfactory to the Administrative Agent;


 


(f)                
Closing Certificate. The Administrative Agent shall have received a certificate of the Borrower and each of the
other Loan Parties, dated as of the Closing Date, each substantially in the form of Exhibit C, with appropriate insertions and
attachments;


 


(g)               
USA Patriot Act. The Lenders shall have received from the Borrower and each of the Loan Parties, at least 3 Business
Days prior to the Closing Date, documentation and other information requested by any Lender no less than 10 calendar days prior
to the Closing Date that is required by regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including the USA Patriot Act;


 


(h)               
Filings. Subject to the last paragraph of this Section 5.1, each Uniform Commercial Code financing statement and
each intellectual property security agreement required by the Security Documents to be filed in order to create in favor of the
Collateral Agent, for the benefit of the Secured Parties, a first priority perfected Lien on the Collateral described therein
shall have been delivered to the Collateral Agent in proper form for filing;


 


(i)                
Pledged Stock; Stock Powers. Subject to the last paragraph of this Section 5.1, the Collateral Agent shall have
received the certificates, if any, representing the shares of Capital Stock held by a Loan Party pledged pursuant to the Guarantee
and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized
officer of the pledgor thereof;


 


(j)                
Solvency Certificate. The Administrative Agent shall have received a solvency certificate signed by the chief financial
officer on behalf of Holdings, substantially in the form of Exhibit G, after giving effect to the Transactions;


 


(k)               
Refinancing. The Refinancing shall have been, or shall substantially concurrently with the initial borrowing under
the Facilities be, consummated, and all security interests in respect of, and Liens securing, the Indebtedness and other obligations
thereunder created pursuant to the security documentation relating to the Existing Credit Agreements shall have been terminated
and released (or arrangements therefor reasonably satisfactory to the


 






    -112-


     


    

 


Administrative Agent
shall have been made), and the Administrative Agent shall have received all such releases as may have been reasonably requested
by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent;


 


(l)                
Material Adverse Effect. Since January 30, 2013, there shall not have occurred any change, effect, development or
circumstance that, individually or in the aggregate, constitutes or is reasonably likely to constitute a Target Material Adverse
Effect;


 


(m)             
Merger. The Merger shall have been consummated, or substantially simultaneously with the initial borrowing under
the Facilities shall be consummated, in all material respects in accordance with the terms of the Merger Agreement, without giving
effect to any modifications, amendments, consents or waivers thereto or thereunder that are material and adverse to the Lenders
without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld, delayed or conditioned) (it being
understood and agreed that any reduction in the purchase price of less than or equal to 10% in the aggregate in connection with
the Merger shall not be deemed to be material and adverse to the interests of the Lenders and the Joint Bookrunners; provided
that any reduction of the purchase price shall be allocated to a reduction in any amounts to be funded under the Term Facility);


 


(n)                Financial
Statements. The Joint Bookrunners shall have received (i) audited consolidated balance sheets of each of Holdings and the
Target and related statements of income, changes in equity and cash flows of each of Holdings and the Target for each of
their respective three (3) most recently completed fiscal years ended at least 90 days before the Closing Date and (ii)
unaudited consolidated balance sheets and related statements of income and cash flows of each of Holdings and the Target for
each subsequent fiscal quarter after the audited financial statements referred to above and ended at least 45 days before the
Closing Date (other than any fiscal fourth quarter);


 


(o)               
Pro Forma Financial Statements. The Joint Bookrunners shall have received a pro forma consolidated balance sheet
and related pro forma consolidated statement of income of Holdings and its Subsidiaries (based on the financial statements of
Holdings and the Target referred to in clause (n) above) as of and for the twelve-month period ending on the last day of the most
recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date (or, if the most recently completed
fiscal period is the end of a fiscal year, ended at least 90 days before the Closing Date), prepared after giving effect to the
Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such
period (in the case of such consolidated statement of income), which need not be prepared in compliance with Regulation S-X of
the Securities Act, as amended, or include adjustments for purchase accounting; and


 


(p)               
Lien Searches. The Collateral Agent shall have received the results of a recent lien search in each of the jurisdictions
in which Uniform Commercial Code financing statements will be made to evidence or perfect security interests required to be evidenced
or perfected, and such search shall reveal no liens on any of the assets of the Loan Parties, except for Liens permitted by Section
7.3 or liens to be discharged on or prior to the Closing Date.


 


Each of the requirements
set forth in clauses (h) and (i) above (except (a) to the extent that a Lien on such Collateral may under applicable law be perfected
on the Closing Date by the filing of financing statements under the Uniform Commercial Code and (b) the delivery of stock certificates
of the Borrower and its wholly-owned Domestic Subsidiaries (including Guarantors but other than (x) Immaterial Subsidiaries and
(y) Subsidiaries of the Target to the extent stock certificates issued by such entities are


 






    -113-


     


    

 


not delivered to
the Borrower on the Closing Date) to the extent included in the Collateral, with respect to which a Lien may be perfected on the
Closing Date by the delivery of a stock certificate) shall not constitute conditions precedent under this Section 5.1 after the
Borrower’s use of commercially reasonable efforts to satisfy such requirements without undue burden or expense; provided
that the Borrower hereby agrees to deliver, or cause to be delivered, such documents and instruments, or take or cause to
be taken such other actions, in each case, as may be required to perfect such security interests within ninety (90) days after
the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion).


 


5.2             Conditions
to Each Revolving Loan Extension of Credit After Closing Date. The agreement of each Lender to make any Loan or to issue or
participate in any Letter of Credit hereunder on any date after the Closing Date (excluding (i) the borrowing of Initial Term
B-2 Loans and Revolving Loans in connection with the Bally Transactions, (ii) the borrowing of the Initial Term B-3 Loans and
Revolving Loans in connection with the Amendment No. 2 Transactions, (iii) the borrowing of the Initial Term B-4 Loans in connection
with the Amendment No. 3 Transactions and (iv) the borrowing of the Initial Term B-5 Loans in connection with the Amendment No.
4 Transactions) is subject to the satisfaction of the following conditions precedent:


 


(a)               
Representations and Warranties. Subject, in the case of any borrowings in connection with a Limited Condition Acquisition,
to the limitations in Section 1.2, each of the representations and warranties made by any Loan Party in or pursuant to the Loan
Documents shall be true and correct in all material respects (and in all respects if any such representation or warranty is already
qualified by materiality or Material Adverse Effect), in each case on and as of such date as if made on and as of such date except
to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified
by materiality or Material Adverse Effect) as of such earlier date.


 


(b)               
No Default. Subject, in the case of any borrowings in connection with a Limited Condition Acquisition, to the limitations
in Section 1.2, no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the
extensions of credit requested to be made on such date.


 


(c)               
Borrowing Notice. In the case of a borrowing of any Loans, the Administrative Agent shall have received a notice
of borrowing from the Borrower in accordance with Section


2.5 (or, in the case
of a Swingline Loan, 2.6).


 


(d)               
Financial Covenant Compliance. In the case of any borrowing of Revolving Loans or Swingline Loans or issuance, increase,
extension or renewal of a Specified Letter of Credit (unless such Specified Letter of Credit has been cash collateralized in a
manner reasonably satisfactory to the relevant Issuing Lender), in each case, prior to the Bally Acquisition Date, Holdings shall
be in compliance with the financial covenant set forth in Section 7.1(a) as of the last day of the four-quarter period (the “Reference
Date”) to which the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.2(b)
relates (without giving pro forma effect to such borrowing, issuance, increase, extension or renewal or any other borrowing, issuance,
increase, extension or renewal or repayment or other termination of Indebtedness occurring since the Reference Date) regardless
of whether such financial covenant is then in effect; provided that this condition shall not be applicable with respect
to any borrowing of Revolving Loans or Swingline Loans or issuance, increase, extension or renewal of any Letter of Credit on
the Bally Acquisition Date in order to consummate the Bally Transactions or on the Amendment No. 2 Effective Date in order to
consummate the


 






    -114-


     


    

 


Amendment No. 2 Transactions
or on the Amendment No. 3 Effective Date in order to consummate the Amendment No. 3 Transactions or on the Amendment No. 4 Effective
Date in order to consummate the Amendment No. 4 Transactions.


 


Each
borrowing of a Loan by and issuance, extension or renewal of a Letter of Credit on behalf of the Borrower hereunder after the
Closing Date (excluding (i) the borrowing of Initial Term B-2 Loans and Revolving Loans in connection with the Bally
Transactions, (ii) the borrowing of the Initial Term B-3 Loans and Revolving Loans in connection with the Amendment No. 2
Transactions, (iii) the borrowing of the Initial Term B-4 Loans in connection with the Amendment No. 3 Transactions and (iv)
the borrowing of the Initial Term B-5 Loans in connection with the Amendment No. 4 Transactions) shall constitute a
representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this
Section 5.2 have been satisfied.


 


SECTION
6.        AFFIRMATIVE COVENANTS


 


Each
of Holdings and the Borrower (on behalf of itself and each of the Restricted Subsidiaries) hereby agrees that, so long as the
Commitments remain in effect, any Letter of Credit remains outstanding (that has not been cash collateralized or backstopped or
otherwise supported, in each case on terms agreed to by the Borrower and the applicable Issuing Lender) or any Loan or other amount
is owing to any Lender or any Agent hereunder (other than (i) contingent or indemnification obligations not then due and (ii)
obligations in respect of Specified Hedge Agreements or Cash Management Obligations), Holdings and the Borrower shall, and shall
cause (except in the case of the covenants set forth in Section 6.1, Section 6.2, Section 6.7 and Section 6.11) each of the Restricted
Subsidiaries to:


 


6.1           
  Financial Statements. Furnish to the Administrative Agent for delivery to each
Lender (which may be delivered via posting on IntraLinks or another similar electronic platform):


 


(a)               
within 90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2013,
(i) a copy of the audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such year
and the related audited consolidated statements of income and of cash flows for such year, setting forth, commencing with the
financial statements with respect to the fiscal year ending December 31, 2013, in comparative form the figures as of the end of
and for the previous year, reported on without qualification, exception or explanatory paragraph as to “going concern”
or arising out of the scope of the audit (other than any such exception or explanatory paragraph (but not qualification) that
is expressly solely with respect to, or expressly resulting solely from, an upcoming maturity date of the Facilities occurring
within one year from the time such report is delivered), by Deloitte & Touche LLP or other independent certified public accountants
of nationally recognized standing and (ii) a management’s discussion and analysis of the important operational and financial
developments during such fiscal year; and


 


(b)               
within 45 days after the end of each of the first three quarterly periods of each fiscal year of Holdings, commencing with
the fiscal quarter ending March 31, 2014, (i) the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries
as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and
the portion of the fiscal year through the end of such quarter, setting forth, in comparative form the figures as of the end of
and for the corresponding period in the previous year, certified by a Responsible Officer as fairly presenting in all material
respects the financial condition of Holdings and its consolidated Subsidiaries in conformity with GAAP (subject to normal year-end
audit adjustments and the lack of complete footnotes) and (ii) a management’s


 






    -115-


     


    

 


discussion and analysis
of the important operational and financial developments during such fiscal quarter;


 


all such financial
statements to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected
therein and with prior periods (except as disclosed therein and except in the case of the financial statements referred to in
clause (b), for customary year-end adjustments and the absence of complete footnotes). Any financial statements or other deliverables
required to be delivered pursuant to this Section 6.1 and any financial statements or reports required to be delivered pursuant
to clause (d) of Section 6.2 shall be deemed to have been furnished to the Administrative Agent on the date that (i) such financial
statements or deliverable (as applicable) is posted on the SEC’s website at www.sec.gov or the website for Holdings
and (ii) the Administrative Agent has been provided written notice of such posting.


 


Documents
required to be delivered pursuant to this Section 6.1 may also be delivered by posting such documents electronically with written
notice of such posting to the Administrative Agent and if so posted, shall be deemed to have been delivered on the date on which
such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant 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).


 


6.2             Certificates;
Other Information. Furnish to the Administrative Agent for delivery to each Lender, or, in the case of clause (e), to the
relevant Lender:


 


(a)               
to the extent permitted by the internal policies of such independent certified public accountants, concurrently with the
delivery of the financial statements referred to in Section 6.1(a), solely to the extent that the financial covenant in Section
7.1(a) was subject to testing during such fiscal year, a certificate of the independent certified public accountants in customary
form reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained
of any Default or Event of Default arising from a breach of Section 7.1(a), except as specified in such certificate;


 


(b)                concurrently
with the delivery of any financial statements pursuant to Section 6.1, commencing with delivery of financial statements for
the first period ending after the Closing Date, (i) a Compliance Certificate of a Responsible Officer on behalf of the
Borrower (x) stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default that has
occurred and is continuing except as specified in such certificate and (y) containing information and calculations reasonably
necessary for determining, on a consolidated basis, compliance by Holdings and its Restricted Subsidiaries with the
provisions of this Agreement referred to therein, to the extent then applicable, and including, in any event, the calculation
of Consolidated EBITDA and Funded Debt, as of the last day of the fiscal quarter or fiscal year of Holdings, as the case may
be, and, if applicable, for determining the Applicable Margin and (ii) to the extent not previously disclosed to the
Administrative Agent, (x) a description of any Default or Event of Default that occurred, (y) a description of any new
Subsidiary and of any change in the name or jurisdiction of organization of any Loan Party since the date of the most recent
list delivered pursuant to this clause (or, in the case of the first such list so delivered, since the Closing Date) and (z)
solely in the case of financial statements delivered pursuant to 6.1(a), a listing of any material registrations of or
applications for United States Intellectual Property by any Loan Party;


 


(c)               
not later than 90 days after the end of each fiscal year of Holdings, commencing with the fiscal year ending December 31,
2013, a consolidated forecast for the following fiscal


 






    -116-


     


    

 


year (including a
projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of the following fiscal year and the related
consolidated statements of projected cash flow and projected income (collectively, the “Annual Operating Budget”));


 


(d)               
promptly after the same are sent, copies of all financial statements and material reports that Holdings sends to the holders
of any class of its debt securities or public equity securities (except for those provided solely to the Permitted Investors)
and, promptly after the same are filed, copies of all financial statements and reports that Holdings may make to, or file with,
the SEC, in each case to the extent not already provided pursuant to Section 6.1 or any other clause of this Section 6.2; and


 


(e)               
promptly, such additional financial and other information as the Administrative Agent (for its own account or upon the
request from any Lender) may from time to time reasonably request.


 


Notwithstanding
anything to the contrary in this Section 6.2, (a) none of Holdings or any of its Restricted Subsidiaries will be required to disclose
any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information,
(ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors)
is prohibited or restricted by Requirements of Law or any binding agreement or obligation, (iii) is subject to attorney-client
or similar privilege or constitutes attorney work product or (iv) constitutes classified information and (b) unless such material
is identified in writing by the Borrower as “Public” information, the Administrative Agent shall deliver such information
only to “private-side” Lenders (i.e., Lenders that have affirmatively requested to receive information other than
Public Information).


 


Documents
required to be delivered pursuant to this Section 6.2 may be delivered by posting such documents electronically with notice of
such posting to the Administrative Agent and if so posted, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on Holdings’ website or (ii) on which such documents are posted
on the Borrower’s behalf on IntraLinks/IntraAgency, the SEC’s website at www.sec.gov or another relevant website,
if any, to which each Lender and the Administrative Agent has access (whether a commercial, third-party website or whether sponsored
by the Administrative Agent).


 


6.3            
Payment of Taxes. Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, all its Taxes, governmental assessments and governmental charges (other than Indebtedness),
except (a) where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves
required in conformity with GAAP with respect thereto have been provided on the books of Holdings or its Restricted Subsidiaries,
as the case may be, or (b) to the extent that failure to pay or satisfy such obligations would not reasonably be expected to have
a Material Adverse Effect.


 


6.4           
  Conduct of Business and Maintenance of Existence, etc.; Compliance. (a) Preserve
and keep in full force and effect its corporate or other existence and take all reasonable action to maintain all rights, privileges
and franchises necessary in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 or
except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (b) comply
with all Requirements of Law (including ERISA, Environmental Laws, and the USA Patriot Act) except to the extent that failure
to comply therewith would not reasonably be expected to have a Material Adverse Effect.


 






    -117-


     


    

 


6.5           
Maintenance of Property; Insurance.




 


(a)             
Keep all Property useful and necessary in its business in reasonably good working order and
condition, ordinary wear and tear excepted, except where the failure to do so would not reasonably be expected to have a Material
Adverse Effect.


 


(b)            
Take all reasonable and necessary steps, including in any proceeding before the United States
Patent and Trademark Office or the United States Copyright Office, to maintain and pursue each application (and to obtain the
relevant registration) and to maintain each registration of the material United States Intellectual Property owned by Holdings
or its Restricted Subsidiaries, including filing of applications for renewal, affidavits of use and affidavits of incontestability,
except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


(c)             
Maintain insurance with financially sound and reputable insurance companies on all its Property
that is necessary in, and material to, the conduct of business by Holdings and its Restricted Subsidiaries, taken as a whole,
in at least such amounts and against at least such risks as are usually insured against in the same general area by companies
engaged in the same or a similar business, and use its commercially reasonable efforts to ensure that all such material insurance
policies shall, to the extent customary (but in any event, not including business interruption insurance and personal injury insurance)
name the Administrative Agent as insured party or loss payee, as applicable.


 


(d)             With
respect to any Mortgaged Properties, if any portion of any Mortgaged Property is at any time located in an area identified by
the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance
has been made available under the Flood Insurance Laws, (i) maintain, or cause to be maintained, with a financially sound and
reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated
pursuant to the Flood Insurance Laws and shall otherwise be in form and substance satisfactory to the Collateral Agent, and (iii)
deliver to the Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Collateral Agent,
including, without limitation, evidence of annual renewals of such insurance.


 


6.6            
Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records
and accounts in a manner to allow financial statements to be prepared in conformity with GAAP, (b) permit representatives of any
Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records upon reasonable
notice and at such reasonable times during normal business hours (provided that (i) such visits shall be coordinated by
the Administrative Agent, (ii) such visits shall be limited to no more than one such visit per calendar year, and (iii) such visits
by any Lender shall be at the Lender’s expense, except in the case of the foregoing clauses (ii) and (iii) during the continuance
of an Event of Default), (c) permit representatives of any Lender to have reasonable discussions regarding the business, operations,
properties and financial and other condition of Holdings and its Restricted Subsidiaries with officers of Holdings and its Restricted
Subsidiaries upon reasonable notice and at such reasonable times during normal business hours (provided that (i) a Responsible
Officer of Holdings or the Borrower shall be afforded the opportunity to be present during such discussions, (ii) such discussions
shall be coordinated by the Administrative Agent, and (iii) such discussions shall be limited to no more than once per calendar
quarter except during the continuance of an Event of Default) and (d) permit representatives of the Administrative Agent to have
reasonable discussions regarding the business, operations, properties and financial and other condition of Holdings and its Restricted
Subsidiaries with its independent certified public accountants to the extent permitted by the internal policies of such independent
certified public accountants upon reasonable notice and at such reasonable times during normal business hours (provided
that (i) a Responsible Officer of Holdings the Borrower shall be afforded the opportunity to be present during such discussions
and (ii) such discussions shall be


 






    -118-


     


    

 


limited to no more
than once per calendar year except during the continuance of an Event of Default). Notwithstanding anything to the contrary in
this Section 6.6, none of Holdings, the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the
inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (i) constitutes


non-financial trade
secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender
(or their respective representatives or contractors) is prohibited or restricted by Requirements of Law or any binding agreement
or obligation, (iii) is subject to


attorney-client or similar
privilege or constitutes attorney work product or (iv) constitutes classified information.


 


6.7              
Notices. Promptly upon a Responsible Officer of the Borrower obtaining knowledge thereof,
give notice to the Administrative Agent of:


 


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




 


(b)               
any litigation, investigation or proceeding which may exist at any time between Holdings or any of its Restricted Subsidiaries
and any other Person, that in either case, would reasonably be expected to have a Material Adverse Effect;


 


(c)               
the occurrence of any Reportable Event, where there is any reasonable likelihood of the imposition of liability on any
Loan Party as a result thereof that would reasonably be expected to have a Material Adverse Effect; and


 


(d)               
any other development or event that has had or would reasonably be expected to have a Material Adverse Effect.


 


Each
notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible Officer setting forth in reasonable detail
the occurrence referred to therein and stating what action the Borrower or the relevant Restricted Subsidiary proposes to take
with respect thereto.


 


6.8               
Additional Collateral, etc.




 


(a)             
With respect to any Property (other than Excluded Collateral) located in the United States
having a value, individually or in the aggregate, of at least $7,500,000 acquired after the Closing Date by any Loan Party (other
than (i) any interests in Real Property and any Property described in paragraph (c) or paragraph (d) of this Section 6.8, (ii)
any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(y), and (iii) Instruments, Certificated Securities,
Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Collateral Agent
for the benefit of the Secured Parties does not have a perfected Lien, promptly (A) give notice of such Property to the Collateral
Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other
documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties
a security interest in such Property and (B) take all actions reasonably requested by the Collateral Agent to grant to the Collateral
Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents
and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as
of the Closing Date to the extent the Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest
in such Property as of the Closing Date), including the filing of Uniform Commercial Code financing statements in such jurisdictions
as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent.
If any amount in excess of $7,500,000 payable under or in connection with any of the Collateral shall be or become evidenced by
any Instrument, Certificated Security, Security or Chattel Paper (or, if


 






    -119-


     


    

 


more than $7,500,000
in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities,
Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to
the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to
this Agreement.


 


(b)             
With respect to any fee interest in any Material Real Property acquired after the Closing
Date by any Loan Party (other than Excluded Real Property) or upon any Specified Real Property becoming a Material Real Property,
(i) give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent, promptly (but in no event
prior to forty-five (45) days after notice has been given of such acquisition to the Collateral Agent and in no event prior to
the Borrower receiving confirmation from the Collateral Agent that flood insurance due diligence and compliance in accordance
with Section 6.5 hereof has been completed) execute and deliver a first priority Mortgage (subject to liens permitted by Section
7.3 or other encumbrances or rights permitted by the relevant Mortgage) in favor of the Collateral Agent, for the benefit of the
Secured Parties, covering such Real Property (provided that no Mortgage shall be obtained if the Administrative Agent reasonably
determines in consultation with the Borrower that the costs of obtaining such Mortgage are excessive in relation to the value
of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders’
title insurance policy with extended coverage covering such Real Property in an amount at least equal to the purchase price of
such Material Real Property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current
ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not
contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically
incorporated into such title insurance policy or if the Administrative Agent reasonably determines in consultation with the Borrower
that the costs of obtaining such survey are excessive in relation to the value of the security to be afforded thereby), each in
form and substance reasonably satisfactory to the Collateral Agent, and (B) provide to the Collateral Agent a life-of-loan flood
hazard determination and, if such Material Real Property is located in a special flood hazard area, an acknowledged notice to
borrower and evidence of flood insurance in accordance with Section 6.5 hereof, (iii) if requested by the Collateral Agent, deliver
to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and
substance reasonably satisfactory to the Collateral Agent.


 


(c)             
Except as otherwise contemplated by Section 7.7(p), with respect to any new Domestic Subsidiary
that is a Non-Excluded Subsidiary created or acquired after the Closing Date (which, for the purposes of this paragraph, shall
include any Subsidiary that was previously an Excluded Subsidiary that becomes a Non-Excluded Subsidiary) by any Loan Party, promptly
(i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and
deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral
Agent reasonably deems necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security
interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock
of such new Subsidiary that is owned by such Loan Party, (ii) deliver to the Collateral Agent the certificates, if any, representing
such Capital Stock (other than Excluded Collateral), together with undated stock powers, in blank, executed and delivered by a
duly authorized officer of such Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral
Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of
the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with the priority required
by Section 4.17) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to
the extent the Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in the same type of
Collateral as of the Closing Date), including the filing of Uniform


 






    -120-


     


    

 


Commercial Code
financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be
reasonably requested by the Collateral Agent. Without limiting the foregoing, if (i) the aggregate Consolidated Total Assets or
annual consolidated revenues of all Restricted Subsidiaries designated as “Immaterial Subsidiaries” hereunder shall
at any time exceed 7.5% of Consolidated Total Assets or annual consolidated revenues, respectively, of Holdings and its Restricted
Subsidiaries (based on the most recent financial statements delivered pursuant to Section 6.1 prior to such time) or (ii) if any
Restricted Subsidiary shall at any time cease to constitute an Immaterial Subsidiary under the definition of “Immaterial
Subsidiary” (based on the most recent financial statements delivered pursuant to Section 6.1 prior to such time), the Borrower
shall promptly, (x) in the case of clause (i) above, rescind the designation as “Immaterial Subsidiaries” of one or
more of such Restricted Subsidiaries so that, after giving effect thereto, the aggregate Consolidated Total Assets or annual consolidated
revenues, as applicable, of all Restricted Subsidiaries so designated (and which designations have not been rescinded) shall not
exceed 7.5% of Consolidated Total Assets or annual consolidated revenues, respectively, of Holdings and its Restricted Subsidiaries
(based on the most recent financial statements delivered pursuant to Section 6.1 prior to such time), as applicable, and (y) in
the case of clauses (i) and (ii) above, to the extent not already effected, (A) cause each affected Restricted Subsidiary to take
such actions to become a “Subsidiary Guarantor” hereunder and under the Guarantee and Collateral Agreement and execute
and deliver the documents and other instruments referred to in this paragraph (c) to the extent such affected Subsidiary is not
otherwise an Excluded Subsidiary and (B) cause the owner of the Capital Stock of such affected Restricted Subsidiary to take such
actions to pledge such Capital Stock to the extent required by, and otherwise in accordance with, the Guarantee and Collateral
Agreement and execute and deliver the documents and other instruments required hereby and thereby unless such Capital Stock otherwise
constitutes Excluded Collateral.


 


(d)             
Except as otherwise contemplated by Section 7.7(p), with respect to any new first-tier Foreign
Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (i) give notice of such acquisition or creation
to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments
to the Guarantee and Collateral Agreement as the Collateral Agent reasonably deems necessary or reasonably advisable in order
to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required
by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary (other than
any Excluded Collateral) that is owned by such Loan Party and (ii) deliver to the Collateral Agent the certificates, if any, representing
such Capital Stock (other than any Excluded Collateral), together with undated stock powers, in blank, executed and delivered
by a duly authorized officer of such Loan Party.


 


(e)              
Notwithstanding anything in this Section 6.8 to the contrary, neither Holdings nor any of
its Restricted Subsidiaries shall be required to take any actions in order to create or perfect the security interest in the Collateral
granted to the Collateral Agent for the benefit of the Secured Parties under the laws of any jurisdiction outside the United States.


 


(f)              Notwithstanding
the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction
pursuant to an acquisition permitted by Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other
than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary
shall not be required to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition
is consummated (at which time the surviving entity of the respective merger transaction shall be required to so comply within
ten Business Days (or such longer period as the Administrative Agent shall agree in its sole discretion)).


 






    -121-


     


    

 


(g)             
From time to time the Loan Parties shall execute and deliver, or cause to be executed and
delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably
request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing
the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the benefit of the Secured
Parties, has a perfected Lien pursuant hereto or thereto, including filing any financing or continuation statements or financing
statement amendments under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the
security interests created thereby. Notwithstanding the foregoing, the provisions of this Section 6.8 shall not apply to assets
as to which the Administrative Agent and the Borrower shall reasonably determine that the costs and burdens of obtaining a security
interest therein or perfection thereof outweigh the value of the security afforded thereby.


 


6.9            
Use of Proceeds. Use proceeds of the Initial Term B-1 Loans and any Revolving Loans
borrowed on the Closing Date to effect the Transactions, to pay Transaction Costs and for other general corporate purposes of
Holdings and its Subsidiaries not prohibited by this Agreement, use proceeds of the Initial Term B-2 Loans and any Revolving Loans
borrowed to effect the Bally Transactions, to pay Bally Transaction Costs and for other general corporate purposes of Holdings
and its Subsidiaries not prohibited by this Agreement, use proceeds of the Initial Term B-3 Loans and any Revolving Loans borrowed
to effect the Amendment No. 2 Transactions, to pay Amendment No. 2 Transaction Costs and for other general corporate purposes
of Holdings and its Subsidiaries not prohibited by this Agreement, use proceeds of the Initial Term B-4 Loans borrowed to effect
the Amendment No. 3 Transactions and to pay Amendment No. 3 Transaction Costs, use proceeds of the Initial Term B-5 Loans borrowed
to effect the Amendment No. 4 Transactions and to pay Amendment No. 4 Transaction Costs and use proceeds of the Revolving Loans
and the Letters of Credit to finance Permitted Acquisitions and Investments permitted hereunder and for other purposes of Holdings
and its Subsidiaries not prohibited by this Agreement.


 


6.10           
Post Closing. Satisfy the requirements set forth on Schedule 6.10 on or before
the date set forth opposite such requirements or such later date as consented to by the Administrative Agent in its sole discretion.


 


6.11        
Credit Ratings. Use commercially reasonable efforts to maintain a corporate credit
rating from S&P and a corporate family rating from Moody’s, in each case, with respect to the Borrower, and a credit
rating from S&P and Moody’s with respect to the Facilities, but not, in any such case, a specific rating.


 


6.12          
Line of Business. Continue to operate solely as a Permitted Business.




 


6.13        
Changes in Jurisdictions of Organization; Name. Provide prompt written notice to the
Collateral Agent of any change of name or change of jurisdiction of organization of any Loan Party, and deliver to the Collateral
Agent all additional executed financing statements, financing statement amendments and other documents reasonably requested by
the Collateral Agent to maintain the validity, perfection and priority of the security interests to the extent provided for in
the Security Documents.


 


SECTION
7.            NEGATIVE COVENANTS


 


Each
of Holdings and the Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding
(that has not been cash collateralized or backstopped or otherwise supported, in each case on terms reasonably agreed to by the
Borrower and the applicable Issuing Lender) or any Loan or other amount is owing to any Lender or any Agent hereunder (other than


		(i)	contingent
                                         or indemnification obligations not then due and (ii) obligations in respect of Specified



 






    -122-


     


    

 


Hedge Agreements or Cash
Management Obligations), each of Holdings and the Borrower shall not, and shall not permit any of the Restricted Subsidiaries
to:


 


7.1       Financial
Covenant.


 


(a) (i)       As
of the end of each fiscal quarter of Holdings (commencing with the first such date after the Amendment No. 2 Effective Date occurs),
permit the Consolidated Net First Lien Leverage Ratio as of the end of such fiscal quarter of Holdings and its Restricted Subsidiaries
to be greater than the ratio set forth below opposite such fiscal quarter:


 


	 

        Fiscal Quarter
        Ended
	Consolidated
    Net First Lien Leverage Ratio
	Second
    fiscal quarter of Holdings of 2017 through first fiscal quarter of Holdings of 2018	6.00:1.00
	Second
                                         fiscal quarter of Holdings of 2018 through the first fiscal quarter of Holdings

        of 2019
	5.50:1.00
	Second
    fiscal quarter of Holdings of 2019 through the third fiscal quarter of Holdings of 2020	5.00:1.00
	The
    last fiscal quarter of Holdings of 2020 through the third fiscal quarter of Holdings of 2021	4.75:1.00
	The
                                         last fiscal quarter of Holdings of 2021

        and thereafter
	4.50:1.00


 


 


(ii)              
Notwithstanding Section 7.1(a)(i) above, (A) during the Initial Covenant Relief Period, the Borrower shall not be required
to comply with Section 7.1(a)(i) and (B) commencing with the fiscal quarter ending June 30, 2021,March
31, 2022, during the Extended Covenant Relief Period, the Borrower shall not permit the Consolidated Net First Lien
Leverage Ratio to exceed the Extended Covenant Relief Period Ratio Levels; provided that, in the case of each of (A) and
(B) (1) for the avoidance of doubt, (I) if at any time during the Covenant Relief Period, a default shall be made in the due observance
or performance by Holdings or any Restricted Subsidiary of any Covenant Relief Period Condition or (II) if the Borrower shall
fail to deliver the Compliance Certificate in respect of the applicable fiscal quarter on or prior to the dates required by this
Agreement, then this Section 7.1(a)(ii) shall be null and void and shall be deemed to not have applied in respect of any fiscal
quarter ending during the Covenant Relief Period, and the Borrower shall have complied with Section 7.1(a)(i) for each such fiscal
quarter and (2) upon termination of the Covenant Relief Period, the maximum Consolidated Net First Lien Leverage Ratio levels
for each fiscal quarter after the Qualifying Quarter shall be those as in effect and set forth in Section 7.1(a)(i) (and, for
the avoidance of doubt, the Borrower shall not have any Cure Right set forth in Section 8.2 during the Covenant Restrictions Period).


 


(iii)            
Notwithstanding anything to the contrary in the definition of “Consolidated EBITDA”, solely for purposes of
Section 7.1(a)(ii), if the Initial Covenant Relief Period is terminated in accordance with clause (i) of the definition thereof,
then (1) Consolidated EBITDA for the Test Period ending June 30, 2021March
31, 2022 shall be deemed to be Consolidated EBITDA for the fiscal quarter ending June
30, 2021March 31, 2022 multiplied by 4, (2) Consolidated EBITDA
for the Test Period ending SeptemberJune
30, 20212022
shall be deemed to be Consolidated EBITDA for the fiscal quarters ending


 






    -123-


     


    

 


June
30, 2021March 31, 2022 and
SeptemberJune
30, 20212022
multiplied by 2 and (3) Consolidated EBITDA for the Test Period ending December 31, 2021September
30, 2022 shall be deemed to be Consolidated EBITDA for the fiscal quarters ending March
31, 2022,June 30, 2021,2022 and
September 30, 2021 and December 31, 20212022
multiplied by 4/3 (and, for the avoidance of doubt, the Borrower shall not have any Cure Right set forth in Section
8.2 during the Covenant Restrictions Period).


 


(iv)             
Notwithstanding anything to the contrary in the definition of “Consolidated EBITDA”, solely for purposes of
Section 7.1(a)(i), if the Initial Covenant Relief Period is terminated in accordance with clause (ii) of the definition thereof
or the Extended Covenant Relief Period is terminated in accordance with clause (i) of the definition thereof, then (1) Consolidated
EBITDA for the Test Period ending on the last day of the Qualifying Quarter, shall be deemed to be Consolidated EBITDA for the
Qualifying Quarter multiplied by 4, (2) Consolidated EBITDA for the Test Period ending on the last day of the fiscal quarter immediately
following the Qualifying Quarter shall be deemed to be Consolidated EBITDA for the Qualifying Quarter and the immediately following
fiscal quarter multiplied by 2 and (iii) Consolidated EBITDA for the Test Period ending on the last day of the second fiscal quarter
following the Qualifying Quarter shall be deemed to be Consolidated EBITDA for the Qualifying Quarter and the two fiscal quarters
following the Qualifying Quarter multiplied by 4/3 (and, for the avoidance of doubt, the Borrower shall not have any Cure Right
set forth in Section 8.2 during the Covenant Restrictions Period).


 


(b)             Solely
during the Initial Covenant Relief Period and notwithstanding anything else to the contrary in this Agreement, (i) the
Consolidated Net First Lien Leverage Ratio shall be deemed to be 3.25 to 1.00 for purposes of the Pricing Grid and (ii) the
Eurocurrency Base Rate with respect to Revolving Loans shall not be less than 0.50%


 


7.2
           Indebtedness. Create,
issue, incur, assume, or permit to exist any Indebtedness, except:




 


(a)               
Indebtedness of Holdings and any of its Restricted Subsidiaries pursuant to any Loan Document (including, for the avoidance
of doubt, the Term B-5 Commitments and the Initial Term B-5 Loans contemplated by Amendment No. 4 and the Amendment No. 4 Transactions)
or Hedge Agreement or in respect of any Cash Management Obligations;


 


(b)                Indebtedness
of Holdings or any of its Restricted Subsidiaries owing to Holdings or any of its Restricted Subsidiaries, provided
that (i) any such Indebtedness owing by a Loan Party to a Restricted Subsidiary that is not a Loan Party is expressly
subordinated in right of payment to the Obligations pursuant to the Guarantee and Collateral Agreement or otherwise and (ii)
any such Indebtedness owing by a non-Loan Party to a Loan Party is permitted by Section 7.7;


 


(c)                Indebtedness
(including Capital Lease Obligations) secured by Liens in an aggregate principal amount, when combined with the aggregate
principal amount of Indebtedness outstanding under clauses (t)(I) and (u) of this Section 7.2, not to exceed the greater of
(i) $100,000,000 and (ii) 3.0% of Consolidated Total Assets at the time of such incurrence, at any one time
outstanding;


 


(d)               
(i) Indebtedness outstanding on the Closing Date (after giving effect to the Transactions) or on the Bally Acquisition
Date (after giving effect to the Bally Transactions), as applicable, or committed to be incurred as of such date and listed on
Schedule 7.2(d) (as supplemented pursuant to Amendment No. 1 on the Bally Acquisition and Amendment Effectiveness Date) and any
Permitted Refinancing thereof, (ii) Indebtedness incurred in connection with transactions permitted under Section 7.10 and any
Permitted Refinancing thereof


 






    -124-


     


    

 


 and (iii) Indebtedness contemplated by or incurred in connection with the Tax Planning Transaction;


 


(e)               
Guarantee Obligations (i) by Holdings or any of its Restricted Subsidiaries of obligations of Holdings, the Borrower or
any Subsidiary Guarantor not prohibited by this Agreement to be incurred, (ii) by any Loan Party of obligations of any Non-Guarantor
Subsidiary or joint venture to the extent permitted by Section 7.7, (iii) by any Non-Guarantor Subsidiary of obligations of any
other Non-Guarantor Subsidiary, and (iv) incurred by Holdings or any of its Restricted Subsidiaries in respect of or constituting
Specified Concession Obligations;


 


(f)                
Indebtedness of Holdings or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument inadvertently drawn by Holdings or such Restricted Subsidiary in the ordinary course of
business against insufficient funds, so long as such Indebtedness is promptly repaid;


 


(g)            
Indebtedness in the form of New Incremental Notes and Permitted Refinancings thereof;


 


(h)               
Indebtedness in the form of earn-outs, indemnification, incentive, non-compete, consulting, ordinary course deferred purchase
price or other similar arrangements and other contingent obligations in respect of the Transactions, the Bally Transactions and
other acquisitions or Investments permitted by Section 7.7 (both before or after any liability associated therewith becomes fixed),
including any such obligations which may exist on the Closing Date as a result of acquisitions consummated prior to the Closing
Date;


 


(i)                
Indebtedness of Holdings and any of its Restricted Subsidiaries constituting (i) Permitted Refinancing Obligations and
(ii) Permitted Refinancings in respect of Indebtedness incurred pursuant to the preceding clause (i);


 


(j)                
additional Indebtedness of Holdings or any of its Restricted Subsidiaries in an aggregate principal amount (for Holdings,
the Borrower and all Restricted Subsidiaries), not to exceed the greater of (i) $200,000,000 and (ii) 4.0% of Consolidated Total
Assets at the time of such incurrence, at any time outstanding;


 


(k)               
Indebtedness of Non-Guarantor Subsidiaries, in an aggregate principal amount, when combined with the aggregate principal
amount of Indebtedness outstanding under clause (s)(iii) of this Section 7.2, not to exceed the greater of (i) $175,000,000 and
(ii) 5.25% of Consolidated Total Assets at the time of such incurrence, at any time outstanding;


 


(l)                
Indebtedness of Holdings or any of its Restricted Subsidiaries in respect of workers’ compensation claims, bank guarantees,
warehouse receipts or similar facilities, property casualty or liability insurance, take-or-pay obligations in supply arrangements,
self-insurance obligations, performance, bid, customs, government, VAT, duty, tariff, appeal and surety bonds, completion guarantees,
and other obligations of a similar nature, in each case in the ordinary course of business;


 


(m)             
Indebtedness incurred by Holdings or any of its Restricted Subsidiaries arising from agreements providing for indemnification
related to sales, leases or other Dispositions of goods or adjustment of purchase price or similar obligations in any case incurred
in connection with the acquisition or Disposition of any business, assets or Subsidiary;


 






    -125-


     


    

 


(n)               
 Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter
of Credit;


 


(o)               
Indebtedness issued in lieu of cash payments of Restricted Payments permitted by Section 7.6;


 


(p)               
Indebtedness of Holdings or any Restricted Subsidiary under the Existing Notes Financing, the New Unsecured Notes, the
Amendment No. 4 Secured Notes and any Permitted Refinancing of any of the foregoing or of the New Secured Notes (without duplication
of the Amendment No. 4 Secured Notes or the Initial Term B-5 Loans referenced in clause (a) of the definition of “Amendment
No. 4 Transactions”), and, until the redemption thereof in connection with the Amendment No. 4 Transactions on or prior
to March 2, 2018, the New Secured Notes;


 


(q)               
Indebtedness of Holdings or any Restricted Subsidiary as an account party in respect of trade letters of credit issued
in the ordinary course of business or otherwise consistent with industry practice;


 


(r)                
Indebtedness (i) owing to any insurance company in connection with the financing of any insurance premiums permitted by
such insurance company in the ordinary course of business and (ii) in the form of pension and retirement liabilities not constituting
an Event of Default, to the extent constituting Indebtedness;


 


(s)                
(i) Guarantee Obligations made in the ordinary course of business; provided that such Guarantee Obligations are
not of Indebtedness for Borrowed Money, (ii) Guarantee Obligations in respect of lease obligations of Holdings and its Restricted
Subsidiaries, (iii) Guarantee Obligations in respect of Indebtedness of joint ventures or Unrestricted Subsidiaries; provided
that the aggregate principal amount of any such Guarantee Obligations under this sub-clause (iii), when combined with the
aggregate principal amount of Indebtedness outstanding under clause (k) of this Section 7.2, shall not exceed the greater of (A)
$175,000,000 and (B) 5.25% of Consolidated Total Assets at the time of such incurrence, at any time outstanding, (iv) Guarantee
Obligations in respect of Indebtedness permitted by clause (r)(ii) above and (v) Guarantee Obligations by Holdings or any of its
Restricted Subsidiaries of any Restricted Subsidiary’s purchase obligations under supplier agreements and in respect of
obligations of or to customers, distributors, franchisees, lessors, licensees and sublicensees; provided that such Guarantee
Obligations are not of Indebtedness for Borrowed Money;


 


(t)                
(I) (x) Indebtedness of any Person that becomes a Restricted Subsidiary or is merged with or into Holdings or any of its
Restricted Subsidiaries after the Closing Date (a “New Subsidiary”) or that is associated with assets being
purchased or otherwise acquired, in each case, as part of an acquisition, merger or consolidation or amalgamation or other Investment
not prohibited hereunder; provided that (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary
or is acquired, merged, consolidated or amalgamated by, with or into Holdings or such Restricted Subsidiary or when such assets
are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or with
such merger (except to the extent such Indebtedness refinanced other Indebtedness to facilitate such Person becoming a Restricted
Subsidiary or to facilitate such merger) or such asset acquisition, (B) the aggregate principal amount of Indebtedness permitted
by this clause (t)(I) and Sections 7.2(c) and 7.2(u) shall not exceed the greater of (i) $100,000,000 and (ii) 3.0% of Consolidated
Total Assets at the time of such incurrence, at any time outstanding, and (C) neither Holdings nor any of its Restricted Subsidiaries
(other than the applicable New Subsidiary and its Subsidiaries) shall provide security therefor and (y) Permitted Refinancings
of the Indebtedness


 






    -126-


     


    


 


referred to in clause (x) of this paragraph (t)(I),
and (II) Indebtedness assumed or incurred in connection with the Specified Acquisition in an aggregate amount not to exceed $45,000,000
at any one time outstanding;


 


(u)               
Indebtedness incurred to finance any acquisition or other Investment permitted under Section 7.7 in an aggregate amount
for all such Indebtedness together with the aggregate principal amount of Indebtedness permitted by Sections 7.2(c) and 7.2(t)(I)
not to exceed the greater of (i) $100,000,000 and (ii) 3.0% of Consolidated Total Assets at the time of such incurrence, at any
one time outstanding;


 


(v)                (A)
other Indebtedness so long as, at the time of incurrence thereof, (1) if unsecured or secured on a junior basis to the
Obligations, after giving pro forma effect to the incurrence of such Indebtedness and the intended use of proceeds
thereof determined as of the last day of the fiscal quarter most recently then ended for which financial statements have been
delivered pursuant to Section 6.1, the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries shall be no
less than 2.00 to 1.00, (2) if secured on a pari passu basis with the Obligations, after giving pro forma effect to
the incurrence of such Indebtedness and the intended use of proceeds thereof determined as of the last day of the fiscal
quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1, the Consolidated
Net First Lien Leverage Ratio of Holdings and its Restricted Subsidiaries shall be no greater than 3.25 to 1.00, (3) no Event
of Default shall be continuing immediately after giving effect to the incurrence of such Indebtedness; (4) the terms of which
Indebtedness do not provide for a maturity date or weighted average life to maturity earlier than the Latest Maturity Date or
shorter than the weighted average life to maturity of the Latest Maturing Term Loans (other than an earlier maturity date
and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions,
would either be automatically converted into or required to be exchanged for permanent financing which does not provide for
an earlier maturity date or a shorter weighted average life to maturity than the Latest Maturity Date or the weighted average
life to maturity of the Latest Maturing Term Loans, as applicable); and (5) any such Indebtedness that is secured shall be
subject to an Other Intercreditor Agreement; provided that the amount of Indebtedness which may be incurred pursuant
to this paragraph (v) by Non-Guarantor Subsidiaries shall not exceed, at any time outstanding, the sum of (I) the greater of
$100,000,000 and 3.0% of Consolidated Total Assets at the time of such incurrence, plus (II) $400,000,000 so long as
the Net Cash Proceeds of such Indebtedness incurred pursuant to this clause (II) is applied to pay or prepay the Obligations,
and (B) Permitted Refinancings of any of the Indebtedness referred to in clause (A) of this paragraph (v);


 


(w)             
(i) Indebtedness representing deferred compensation or stock-based compensation to employees of Holdings, any Parent Company,
the Borrower or any Restricted Subsidiary incurred in the ordinary course of business and (ii) Indebtedness consisting of obligations
of Holdings, the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred in connection
with the Transactions, the Bally Transactions and any Investment permitted hereunder;


 


(x)               
Indebtedness issued by Holdings or any of its Restricted Subsidiaries to the officers, directors and employees of Holdings,
any Parent Company, the Borrower or any Restricted Subsidiary of Holdings or their respective estates, trusts, family members or
former spouses, in lieu of or combined with cash payments to finance the purchase of Capital Stock of Holdings, any Parent Company
or the Borrower, in each case, to the extent such purchase is permitted by Section 7.6;


 






    -127-


     


    

 


(y)               
 Indebtedness (and Guarantee Obligations in respect thereof) in respect of overdraft facilities, employee credit card programs,
netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course
of business;


 


(z)               
(i) Indebtedness of Holdings or any of its Restricted Subsidiaries undertaken in connection with cash management and related
activities with respect to any Subsidiary or joint venture in the ordinary course of business and (ii) Indebtedness of Holdings
or any of its Restricted Subsidiaries to any joint venture (regardless of the form of legal entity) that is not a Subsidiary arising
in the ordinary course of business in connection with the cash management operations (including in respect of intercompany self-insurance
arrangements);


 


(aa)             
to the extent constituting
Indebtedness, payment and custodial obligations in respect of prize, jackpot, deposit, payment processing and player account management
operations, including obligations with respect to funds that may be placed in trust accounts; and


 


(bb)             
all premiums (if
any), interest (including post-petition interest), fees, expenses, charges, accretion or amortization of original issue discount,
accretion of interest paid in kind and additional or contingent interest on obligations described in clauses (a) through (aa) above.


 


7.3          
Liens. Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter
acquired, except for:


 


(a)               
Liens for Taxes not yet due or which are being contested in good faith by appropriate proceedings; provided that
adequate reserves with respect thereto are maintained on the books of Holdings or its Restricted Subsidiaries, as the case may
be, to the extent required by GAAP;


 


(b)                landlords’,
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 60 days or that are being contested in
good faith by appropriate proceedings;


 


(c)               
(i) pledges, deposits or statutory trusts in connection with workers’ compensation, unemployment insurance and other
social security legislation and (ii) Liens incurred in the ordinary course of business securing liability for reimbursement or
indemnification obligations of insurance carriers providing property, casualty or liability insurance to Holdings or any of its
Restricted Subsidiaries in respect of such obligations;


 


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


 


(e)               
encumbrances shown as exceptions in the title insurance policies insuring the Mortgages, easements, zoning restrictions,
rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate,
do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the
business of Holdings or any of its Restricted Subsidiaries;


 


(f)                
Liens (i) in existence on the Closing Date (after giving effect to the Transactions) or on the Bally Acquisition Date (after
giving effect to the Bally Transactions), as


 






    -128-


     


    

 


applicable, listed on Schedule 7.3(f) (as supplemented
pursuant to Amendment No. 1 on the Bally Acquisition and Amendment Effectiveness Date) (or to the extent not listed on such Schedule
7.3(f), where the Fair Market Value of the Property to which such Lien is attached is less than $10,000,000), (ii) securing Indebtedness
permitted by Section 7.2(d) and (iii) created after the Closing Date in connection with any refinancing, refundings, or renewals
or extensions thereof permitted by Section 7.2(d); provided that no such Lien is spread to cover any additional Property
of Holdings or any of its Restricted Subsidiaries after the Closing Date unless such Lien utilizes a separate basket under this
Section 7.3;


 


(g)                (i)
Liens securing Indebtedness of Holdings or any of its Restricted Subsidiaries incurred pursuant to Sections 7.2(c), 7.2(e),
7.2(g), 7.2(i), provided that no such Lien shall apply to any other Property of Holdings or any of its Restricted
Subsidiaries that is not Collateral (or does not concurrently become Collateral) unless such Lien utilizes a separate basket
under this Section 7.3, 7.2(j), 7.2(k), 7.2(r), 7.2(s), 7.2(t), 7.2(u), 7.2(v), 7.2(w) and 7.2(aa); provided that
(A)  in the case of any such Liens
securing Indebtedness pursuant to Section 7.2(k), such Liens do not at any time encumber any Property of Holdings, the
Borrower or any Subsidiary Guarantor, (B)  in
the case of any such Liens securing Indebtedness incurred pursuant to Section 7.2(r), such Liens do not encumber any Property
other than cash paid to any such insurance company in respect of such insurance, (C) in the case of any such Liens securing
Indebtedness pursuant to Section 7.2(t)(I), such Liens exist at the time that the relevant Person becomes a Restricted
Subsidiary or such assets are acquired and are not created in contemplation of or in connection with such Person becoming a
Restricted Subsidiary or the acquisition of such assets (except to the extent such Liens secure Indebtedness which refinanced
other secured Indebtedness to facilitate such Person becoming a Restricted Subsidiary or to facilitate the merger,
consolidation or amalgamation or other acquisition of assets referred to in such Section 7.2(t)(I)) and (D) in the case of
Liens securing Guarantee Obligations pursuant to Section 7.2(e), the underlying obligations are secured by a Lien permitted
to be incurred pursuant to this Agreement and (ii) any extension, refinancing, renewal or replacement of the Liens described
in clause (i) of this Section 7.3(g) in whole or in part; provided that such extension, renewal or replacement shall
be limited to all or a part of the property which secured (or was permitted to secure) the Lien so extended, renewed or
replaced (plus improvements on such property, if any);


 


 (h)                Liens created pursuant to the Loan Documents;




 


(i)                
Liens arising from judgments in circumstances not constituting an Event of Default under Section 8.1(h);


 


(j)                
Liens on Property or assets acquired pursuant to an acquisition permitted under Section 7.7 (and the proceeds thereof) or
assets of a Restricted Subsidiary in existence at the time such Restricted Subsidiary is acquired pursuant to an acquisition permitted
under Section 7.7 and not created in contemplation thereof and Liens created after the Closing Date in connection with any refinancing,
refundings, or renewals or extensions of the obligations secured thereby permitted hereunder, provided that no such Lien
is spread to cover any additional Property (other than other Property of such Restricted Subsidiary) after the Closing Date (unless
such Lien utilizes a separate basket under this Section 7.3);


 


(k)               
(i) Liens on Property of Non-Guarantor Subsidiaries securing Indebtedness or other obligations not prohibited by this Agreement
to be incurred by such Non-Guarantor Subsidiaries and (ii) Liens securing Indebtedness or other obligations of Holdings or any
of its Restricted Subsidiaries in favor of any Loan Party;


 






    -129-


     


    

 


(l)                
 receipt of progress payments and advances from customers in the ordinary course of business to the extent same creates
a Lien on the related inventory and proceeds thereof;


 


(m)             
Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in
connection with the importation of goods;


 


(n)               
Liens arising out of consignment or similar arrangements for the sale by Holdings and its Restricted Subsidiaries of goods
through third parties in the ordinary course of business or otherwise consistent with past practice;


 


(o)               
Liens solely on any cash earnest money deposits made by Holdings or any of its Restricted Subsidiaries in connection with
an Investment permitted by Section 7.7;


 


(p)               
Liens deemed to exist in connection with Investments permitted by Section 7.7(b) that constitute repurchase obligations;


 


(q)               
Liens upon specific items of inventory or other goods and proceeds of Holdings or any of its Restricted Subsidiaries arising
in the ordinary course of business securing such Person’s obligations in respect of bankers’ acceptances and letters
of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or
other goods;


 


(r)                
Liens on cash deposits securing any Hedge Agreements permitted hereunder in an aggregate amount not to exceed $10,000,000
at any time outstanding;


 


(s)                
any interest or title of a lessor under any leases or subleases entered into by Holdings or any of its Restricted Subsidiaries
in the ordinary course of business and any financing statement filed in connection with any such lease;


 


(t)                
Liens on cash and Cash Equivalents used to defease or to satisfy and discharge Indebtedness, provided that such defeasance
or satisfaction and discharge is not prohibited hereunder;


 


(u)               
(i) Liens that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not
given in connection with the issuance of Indebtedness, (B) relating to pooled deposit or sweep accounts of Holdings or any of its
Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business
of Holdings and its Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers
of Holdings or any of its Restricted Subsidiaries in the ordinary course of business, (ii) other Liens securing cash management
obligations in the ordinary course of business and (iii) Liens encumbering reasonable and customary initial deposits and margin
deposits in respect of, and similar Liens attaching to, commodity trading accounts and other brokerage accounts incurred in the
ordinary course of business and not for speculative purposes;


 


(v)               
Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off
or similar rights;


 


(w)             
Liens on Capital Stock in joint ventures securing obligations of such joint venture;


 






    -130-


     


    

 


(x)               
 Liens securing obligations in respect of trade-related letters of credit permitted under Section 7.2 and covering the goods
(or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof;


 


(y)              
 other Liens with respect to obligations
that do not exceed the greater of (i)$50,000,000 and (ii) 1.5% of Consolidated Total Assets at the time of such incurrence, at
any time outstanding;


 


(z)               
licenses, sublicenses, cross-licensing or pooling of, or similar arrangements with respect to, Intellectual Property granted
by Holdings or any of its Restricted Subsidiaries which do not interfere in any material respect with the ordinary conduct of the
business of Holdings or such Restricted Subsidiary;


 


(aa)             
Liens arising from
precautionary UCC financing statement filings (or other similar filings in non-U.S. jurisdictions) regarding leases, subleases,
licenses or consignments, in each case, entered into by Holdings or any of its Restricted Subsidiaries;


 


(bb)             Liens on cash and
Cash Equivalents (and the related escrow accounts) in connection with the issuance into (and pending the release from) escrow of,
any Permitted Refinancing Obligations, any New Incremental Notes, any Indebtedness permitted under Section 7.2(v), and, in each
case, any Permitted Refinancing thereof;


 


(cc)             Liens on cash, Cash
Equivalents or other investments in connection with the deposit of amounts necessary to satisfy payment and custodial obligations
in respect of prize, jackpot, deposit, payment processing and player account management operations, including as may be placed
in trust accounts;


 


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


 


(ee)             (i) Liens securing
the obligations in respect of the Amendment No. 4 Secured Notes and the documentation relating thereto, and the obligations in
respect of any Permitted Refinancing of any of the foregoing and the documentation relating thereto, so long as such Liens are
subject to an Other Intercreditor Agreement, and (ii) until the redemption thereof in connection with the Amendment No. 4 Transactions
on or prior to March 2, 2018, Liens securing the obligations in respect of the New Secured Notes and the documentation relating
thereto, so long as such Liens are subject to an Other Intercreditor Agreement.


 


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




 


(a)               
(i) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into Holdings or the Borrower (provided
that, except as permitted pursuant to clause (j) below, Holdings or the Borrower shall be the continuing or surviving corporation)
or (ii) any Restricted Subsidiary may be merged, amalgamated or consolidated with or into any Subsidiary Guarantor (provided
that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) substantially simultaneously with such
transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section
6.8 in connection therewith);


 






    -131-


     


    

 


(b)               
 any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor
Subsidiary that is a Restricted Subsidiary;


 


(c)               
any Restricted Subsidiary may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise
to any Loan Party;


 


(d)               
any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution,
winding-up or otherwise) to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary;


 


(e)               
Dispositions permitted by Section 7.5 and any merger, dissolution, liquidation, consolidation, amalgamation, investment
or Disposition, the purpose of which is to effect a Disposition permitted by Section 7.5, may be consummated;


 


(f)                
any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation;


 


(g)               
Holdings and its Restricted Subsidiaries may consummate the Transactions, the Bally Transactions and the Tax Planning Transaction;


 


(h)               
any Restricted Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or
dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent
such Restricted Subsidiary is a Loan Party, any assets or business of such Restricted Subsidiary not otherwise disposed of or transferred
in accordance with Section 7.4 or 7.5 or, in the case of any such business, discontinued, shall be transferred to, or otherwise
owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution;


 


(i)                
any Escrow Entity may be merged with and into the Borrower or any Restricted Subsidiary (provided that the Borrower
or such Restricted Subsidiary shall be the continuing or surviving entity); and


 


(j)                 Holdings
may merge with and into another entity solely for the purpose of the reincorporation of Holdings in another state of
organization within the United States, so long as (i)  such
surviving entity promptly (but in no event later than thirty (30) days after such merger) becomes a Loan Party, (ii) subject
to clause (i) above, the requirements of Sections 6.8 and 6.13 are complied with in connection therewith, (iii) the Borrower
provides to the Administrative Agent evidence reasonably acceptable to the Administrative Agent that, after giving pro forma
effect to such merger, (A) the granting, perfection, validity and priority of the security interest of the Secured Parties in
the Collateral, taken as a whole, is not impaired in any material respect by such merger and (B) no security interest
purported to be created by any Security Document with respect to any portion of the Collateral immediately prior to such
merger shall cease to be, or shall be asserted in writing by any Loan party not to be, a valid and perfected security
interest (having the same priority as immediately prior to such merger), in the securities, assets or properties covered
thereby and (iv) no Default or Event of Default has occurred and is continuing or would result therefrom.


 


7.5           Dispositions
of Property. Dispose of any of its owned Property (including receivables) whether now owned or hereafter acquired, or, in
the case of any Restricted Subsidiary, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any
Person, except:


 






    -132-


     


    

 


(a)                
(i) the Disposition of surplus, obsolete or worn out Property in the ordinary course of business, Dispositions of Property no
longer used or useful or economically practicable to maintain in the conduct of the business of the Borrower and other
Restricted Subsidiaries in the ordinary course and Dispositions of Property necessary in order to comply with applicable
Requirements of Law or licensure requirements (as determined by the Borrower in good faith), (ii)  the
sale of defaulted receivables in the ordinary course of business, (iii) abandonment, cancellation or disposition of any
Intellectual Property in the ordinary course of business and (iv) sales, leases or other dispositions of inventory determined
by the management of the Borrower to be no longer useful or necessary in the operation of the Business;


 


(b)               
(i) the sale of inventory or other Property in the ordinary course of business, (ii) the cross-licensing, pooling, sublicensing
or licensing of, or similar arrangements (including disposition of marketing rights) with respect to, Intellectual Property in
the ordinary course of business or otherwise consistent with past practice or not materially disadvantageous to the Lenders, and
(iii) the contemporaneous exchange, in the ordinary course of business, of Property for Property of a like kind, to the extent
that the Property received in such exchange is of a Fair Market Value equivalent to the Fair Market Value of the Property exchanged
(provided that after giving effect to such exchange, the Fair Market Value of the Property of any Loan Party subject to
Liens in favor of the Collateral Agent under the Security Documents is not materially reduced);


 


 (c)               
Dispositions permitted by Section 7.4;




 


(d)               
the sale or issuance of (i) any Subsidiary’s Capital Stock to any Loan Party; provided that the sale or issuance
of Capital Stock of an Unrestricted Subsidiary to Holdings or any of its Restricted Subsidiaries is otherwise permitted by Section
7.7, (ii) the Capital Stock of any Non-Guarantor Subsidiary that is a Restricted Subsidiary to any other Non-Guarantor Subsidiary
that is a Restricted Subsidiary and (iii) the Capital Stock of any Subsidiary that is an Unrestricted Subsidiary to any other Subsidiary
that is an Unrestricted Subsidiary, in each case, including in connection with any tax restructuring activities not otherwise prohibited
hereunder;


 


(e)                the
Disposition of assets for Fair Market Value; provided that (i) at least 75% of the total consideration for any such
Disposition in excess of $25,000,000 received by Holdings and its Restricted Subsidiaries is in the form of cash or Cash
Equivalents, (ii) no Event of Default then exists or would result from such Disposition, and (iii) the requirements of
Section 2.12(b), to the extent applicable, are complied with in connection therewith; provided, however, that
for purposes of clause (i) above, the following shall be deemed to be cash: (A) any liabilities (as shown on Holdings’
or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings
or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are
assumed by the transferee with respect to the applicable Disposition and for which Holdings and its Restricted Subsidiaries
shall have been validly released by all applicable creditors in writing, (B) any securities received by Holdings or such
Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into cash or Cash
Equivalents (to the extent of the cash or Cash Equivalents received in the conversion) within 180 days following the closing
of the applicable Disposition, and (C) any Designated Non-cash Consideration received by Holdings or any of its Restricted
Subsidiaries in such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash
Consideration received pursuant to this clause (e) that is at that time outstanding, not to exceed the greater of (I)
$70,000,000 and (II) 2.25% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration
(with the Fair Market Value of each item of Designated


 






    -133-


     


    

 


Non-cash Consideration being measured at the time received
and without giving effect to subsequent changes in value);


 


(f)                
(i) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith
and (ii) any event that would constitute a Recovery Event but for the Dollar threshold set forth in the definition thereof;


 


(g)                
the leasing, licensing,
occupying pursuant to occupancy agreements or sub-leasing of Property that would not materially interfere with the required
use of such Property by Holdings or its Restricted Subsidiaries;


 


(h)               
the transfer for Fair Market Value of Property (including Capital Stock of Subsidiaries) to another Person in connection
with a joint venture arrangement with respect to the transferred Property; provided that such transfer is permitted under
Section 7.7(h), (k), (v) or (y);


 


(i)                
the sale or discount, in each case without recourse and in the ordinary course of business, of accounts receivable arising
in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary
industry practice (and not as part of any bulk sale or financing of receivables);


 


(j)                
transfers of condemned Property as a result of the exercise of “eminent domain” or other similar policies to
the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise),
and transfers of properties that have been subject to a casualty to the respective insurer of such Property as part of an insurance
settlement;


 


 (k)                
the Disposition of any Immaterial Subsidiary or any Unrestricted Subsidiary;




 


(l)                
the transfer of Property (including Capital Stock of Subsidiaries) of any Loan Party to any Restricted Subsidiary for Fair
Market Value;


 


(m)             
the transfer of Property (i) by any Loan Party to any other Loan Party or (ii) from a Non-Guarantor Subsidiary to (A) any
Loan Party; provided that the portion (if any) of such Disposition made for more than Fair Market Value shall constitute
an Investment and comply with Section 7.7 or (B) any other Non-Guarantor Subsidiary that is a Restricted Subsidiary;


 


(n)               
the Disposition of cash and Cash Equivalents and investments in connection with prize, jackpot, deposit, payment processing
and player account management operations, in each case, in the ordinary course of business;


 


(o)               
(i) Liens permitted by Section 7.3, (ii) Restricted Payments permitted by Section 7.6, (iii) Investments permitted by Section
7.7 and (iv) sale and leaseback transactions permitted by Section 7.10;


 


(p)               
Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements
between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; provided that
the requirements of Section 2.12(b), to the extent applicable, are complied with in connection therewith;


 






    -134-


     


    

 


(q)               
 Dispositions of any interest held by Holdings or any of its Restricted Subsidiaries in any Specified Concession Vehicle
to another Specified Concession Vehicle in which Holdings or any Restricted Subsidiary has (or, following such transfer, will have)
an interest at least equal to such interest being transferred;


 


(r)                
the unwinding of Hedge Agreements
permitted hereunder pursuant to their terms;


 


(s)                
the Disposition of assets acquired pursuant to or in order to effectuate a Permitted Acquisition which assets are (i) obsolete
or (ii) not used or useful to the core or principal business of the Borrower and the Restricted Subsidiaries;


 


(t)                
Dispositions made on the Closing Date to consummate the Transactions or made from and after the Closing Date in connection
with or as part of the Bally Transactions or Tax Planning Transaction;


 


(u)               
Dispositions involving the spin-off of a line of business so long as (i) after giving pro forma effect thereto, determined
as of the last day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to
Section 6.1, the Consolidated Net Total Leverage Ratio of Holdings and its Restricted Subsidiaries shall be no greater than 4.50
to 1.00, and (ii) no more than 7.0% of Consolidated EBITDA in the aggregate for all such Dispositions, determined as of the last
day of the fiscal quarter most recently then ended for which financial statements have been delivered pursuant to Section 6.1,
is disposed pursuant to this paragraph (u);


 


(v)               
the Specified Dispositions; provided that the requirements of Section 2.12(b), to the extent applicable, are complied
with in connection therewith;


 


(w)             
the Disposition of the Social Gaming Business, including any Unrestricted Subsidiary comprising the Social Gaming Business;
and


 


(x)               
Dispositions of Property between or among Holdings and/or its Restricted Subsidiaries as a substantially concurrent interim
Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (w) above.


 


7.6           Restricted
Payments. Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings
or any of its Restricted Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or Property or in obligations of Holdings or such Restricted
Subsidiary, or enter into any derivatives or other transaction with any financial institution, commodities or stock exchange
or clearinghouse (a “Derivatives Counterparty”) obligating Holdings or any of its Restricted Subsidiaries
to make payments to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock
(collectively, “Restricted Payments”), except that:


 


(a)               
(i) any Restricted Subsidiary may make Restricted Payments to any Loan Party and (ii) Non-Guarantor Subsidiaries may make
Restricted Payments to other Non-Guarantor Subsidiaries;


 


(b)               
Holdings may make Restricted
Payments in an aggregate amount not to exceed (i) the Base Available Amount plus (ii) the Available Amount; provided
that, in the case of




 






    -135-


     


    

 


clause (ii), (A) no Event of Default is continuing
or would result therefrom and (B) the Consolidated Net Total Leverage Ratio shall not exceed 4.50 to 1.00 on a pro forma
basis as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section
6.1 at the time of such Restricted Payment;


 


(c)                Holdings
may make Restricted Payments to any Parent Company to permit such Parent Company to pay (i) any taxes which are due and
payable by such Parent Company, Holdings and its Restricted Subsidiaries as part of a consolidated group to the extent such
taxes are directly attributable to the income of Holdings and its Subsidiaries (the “Consolidated Group”), provided
that the total amount of any payment pursuant to this clause for any taxable period shall not exceed the amount that the
Consolidated Group would be required to pay in respect of federal, state and local income taxes for such period, determined
by taking into account any available net operating loss carryovers or other tax attributes of the Consolidated Group as if
the Consolidated Group filed a separate consolidated, combined, unitary or affiliated income tax return, less the amount of
any such taxes payable directly by the Consolidated Group, (ii)  customary
fees, salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, their current and former
officers and employees and members of their Board of Directors, (iii) ordinary course corporate operating expenses and other
fees and expenses required to maintain its corporate existence, (iv) fees and expenses to the extent permitted under clause
(i) of the second sentence of Section 7.9, (v) reasonable fees and expenses incurred in connection with any debt or equity
offering by Holdings or any Parent Company, to the extent the proceeds thereof are (or, in the case of an unsuccessful
offering, were intended to be) used for the benefit of Holdings and its Restricted Subsidiaries, whether or not completed and
(vi) reasonable fees and expenses in connection with compliance with reporting obligations under, or in connection with
compliance with, federal or state laws or under this Agreement or any other Loan Document;


 


(d)               
Holdings may make Restricted Payments in the form of Capital Stock of Holdings;


 


(e)                Holdings
and any of its Restricted Subsidiaries may make Restricted Payments to, directly or indirectly, purchase the Capital Stock of
Holdings, the Borrower, any Parent Company or any Subsidiary from present or former officers, directors, consultants, agents
or employees (or their estates, trusts, family members or former spouses) of Holdings, the Borrower, any Parent Company or
any Subsidiary upon the death, disability, retirement or termination of the applicable officer, director, consultant, agent
or employee or pursuant to any equity subscription agreement, stock option or equity incentive award agreement,
shareholders’ or members’ agreement or similar agreement, plan or arrangement; provided that the aggregate
amount of payments under this clause (e) in any fiscal year of Holdings shall not exceed the sum of (i) $20,000,000 in any
fiscal year, plus (ii) any proceeds received from key man life insurance policies, plus (iii) any proceeds
received by Holdings, the Borrower, or any Parent Company during such fiscal year from sales of the Capital Stock of
Holdings, the Borrower or any Parent Company to directors, officers, consultants or employees of Holdings, the Borrower, any
Parent Company or any Subsidiary in connection with permitted employee compensation and incentive arrangements; provided
that any Restricted Payments permitted (but not made) pursuant to sub-clause (i), (ii) or (iii) of this clause (e) in any
prior fiscal year may be carried forward to any subsequent fiscal year (subject to an annual cap of no greater than
$40,000,000), and provided, further, that cancellation of Indebtedness owing to Holdings or any Restricted
Subsidiary by any member of management of Holdings, any Parent Company, the Borrower or any Subsidiary in connection with a
repurchase of the Capital Stock of the Borrower, Holdings or any Parent Company will not be deemed to constitute a Restricted
Payment for purposes of this Section 7.6;


 






    -136-


     


    

 


(f)                
 Holdings and its Restricted Subsidiaries may make Restricted Payments to make, or to allow any Parent Company to make,
(i) noncash repurchases of Capital Stock deemed to occur upon exercise of stock options or similar equity incentive awards, if
such Capital Stock represents a portion of the exercise price of such options or similar equity incentive awards, (ii) tax payments
on behalf of present or former officers, directors, consultants, agents or employees (or their estates, trusts, family members
or former spouses) of Holdings, the Borrower, any Parent Company or any Subsidiary in connection with noncash repurchases of Capital
Stock pursuant to any equity subscription agreement, stock option or equity incentive award agreement, shareholders’ or members’
agreement or similar agreement, plan or arrangement of Holdings, the Borrower, any Parent Company or any Subsidiary and (iii) make
whole or dividend equivalent payments to holders of vested stock options or other Capital Stock or to holders of stock options
or other Capital Stock at or around the time of vesting or exercise of such options or other Capital Stock to reflect dividends
previously paid in respect of Capital Stock of the Borrower, Holdings or any Parent Company;


 


(g)               
Holdings may make Restricted Payments with the cash proceeds contributed to its common equity from the Net Cash Proceeds
of any Equity Issuance Not Otherwise Applied, so long as, with respect to any such Restricted Payments, no Event of Default shall
have occurred and be continuing or would result therefrom;


 


(h)               
Holdings may make Restricted Payments to make, or to allow any Parent Company to make, payments in cash, in lieu of the
issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Capital Stock of any such Person;


 


(i)                
so long as no Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, Holdings may make Restricted
Payments to any Parent Company to enable it to make payments to the Sponsor or its Affiliates in the form of a management or consulting
fee or in respect of expenses or indemnification payments on terms reasonably acceptable to the Administrative Agent;


 


(j)                
to the extent constituting Restricted Payments, Holdings and its Restricted Subsidiaries may enter into and consummate transactions
expressly permitted by any provision of Sections 7.4, 7.5, 7.7 and 7.9;


 


(k)                (i)
any non-wholly owned Restricted Subsidiary of Holdings may declare and pay cash dividends to its equity holders generally so
long as Holdings or its respective Subsidiary which owns the equity interests in the Restricted Subsidiary paying such
dividend receives at least its proportional share thereof (based upon its relative holding of the equity interests in the
Restricted Subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes
of equity interest of such Restricted Subsidiary), and (ii) any non-wholly owned Restricted Subsidiary of Holdings may make
Restricted Payments to one or more of its equity holders (which payments need not be proportional) in lieu of or to effect an
earnout so long as (x) such payment is in the form of such Restricted Subsidiary’s Capital Stock and (y) such
Restricted Subsidiary continues to be a Restricted Subsidiary after giving effect thereto;


 


(l)                
Holdings and its Restricted Subsidiaries may make Restricted Payments on or after the Closing Date to consummate the Transactions
(or to comply with their obligations under the Merger Agreement), the Bally Transactions (or to comply with their obligations under
the Bally Merger Agreement) or in connection with the Tax Planning Transaction, including to make


 






    -137-


     


    

 


payments in respect of any indemnity and other similar
obligations under the Merger Agreement or the Bally Merger Agreement;


 


(m)             
Holdings may make Restricted Payments in an aggregate amount under this clause (m) not to exceed (x) the greater of (i)
$20,000,000 and (ii) 0.75% of Consolidated Total Assets at the time such Restricted Payment is made, in any fiscal year of Holdings;
provided that Holdings may carry forward any unused amounts under this clause (x) to subsequent fiscal years; less
(y) the sum of (i) the aggregate amount of any Investment made pursuant to Section 7.7(v)(iv) using amounts under this paragraph
(m), and (ii) the aggregate amount of any prepayment, redemption, purchase, defeasement or other satisfaction prior to the scheduled
maturity of any Junior Financing, Existing Notes Financing or Permitted Refinancing thereof pursuant to Section 7.8(iv)(y) during
such fiscal year of Holdings;


 


(n)               
the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration
of such payment, such payment would have been permitted pursuant to another clause of this Section 7.6;


 


(o)               
provided that no Event of Default is continuing or would result therefrom, Holdings may make other Restricted Payments
in an amount not to exceed $150,000,000 less (i) the aggregate amount of any prepayment, redemption, purchase, defeasement
or other satisfaction prior to the scheduled maturity of any Junior Financing, Existing Notes Financing or Permitted Refinancing
thereof pursuant to Section 7.8(iv)(y) to the extent not deducted from clause (m) above and (ii) the aggregate amount of any Investment
made pursuant to Section 7.7(v)(iv) using amounts under this paragraph (o); and


 


(p)               
Holdings may make Restricted Payments (to the extent such payments would constitute Restricted Payments) pursuant to and
in accordance with any Hedge Agreement in connection with a convertible debt instrument; provided that, the aggregate amount
of all such Restricted Payments minus cash received from counterparties to such Hedge Agreements upon entering into such
Hedge Agreements shall not exceed $50,000,000.


 


7.7           Investments.
Make any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to, or purchase any
Capital Stock, bonds, notes, debentures or other debt securities of, or all or substantially all of the assets constituting
an ongoing business from, or make any other similar investment in, any other Person (all of the foregoing,
 “Investments”), except:


 


(a)               
(i) extensions of trade credit in the ordinary course of business, (ii) loans and advances made to distributors, customers,
vendors and suppliers in the ordinary course of business or in accordance with market practices, (iii) purchases and acquisitions
of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of Intellectual Property,
in each case in the ordinary course of business, to the extent such purchases and acquisitions constitute Investments, and (iv)
Investments among Holdings and its Restricted Subsidiaries in connection with the sale of inventory and parts in the ordinary course
of business;


 


(b)               
Investments in Cash Equivalents and Investments that were Cash Equivalents when made;


 


(c)               
Investments arising in connection with (i) the incurrence of Indebtedness permitted by Section 7.2 to the extent arising
as a result of Indebtedness among Holdings or any of its Restricted Subsidiaries and Guarantee Obligations permitted by Section
7.2 and payments made in respect of such Guarantee Obligations, (ii) the forgiveness or conversion to equity of any


 






    -138-


     


    

 


Indebtedness permitted by
Section 7.2 and (iii) guarantees by Holdings or any of its Restricted Subsidiaries of leases (other than Capital Lease Obligations)
or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;


 


(d)               
loans and advances to employees, consultants or directors of any Parent Company, Holdings or any of its Restricted Subsidiaries
in the ordinary course of business in an aggregate amount (for Holdings and all of its Restricted Subsidiaries) not to exceed $5,000,000
(excluding (for purposes of such cap) tuition advances, travel and entertainment expenses, but including relocation expenses) at
any one time outstanding;


 


(e)               
Investments (i) (other than those relating to the incurrence of Indebtedness permitted by Section 7.7(c)) by Holdings or
any of its Restricted Subsidiaries in Holdings, the Borrower or any Person that, prior to such Investment, is a Loan Party (or
is a Domestic Subsidiary that becomes a Loan Party in connection with such Investment), (ii) by Loan Parties in any Non-Guarantor
Subsidiaries so long as such Investment is part of a series of Investments by Restricted Subsidiaries in other Restricted Subsidiaries
that result in the proceeds of the initial Investment being invested in one or more Loan Parties and (iii) comprised solely of
equity purchases by Holdings or any of its Restricted Subsidiaries in any other Restricted Subsidiary made for tax purposes, so
long as the Borrower provides to the Administrative Agent evidence reasonably acceptable to the Administrative Agent that, after
giving pro forma effect to such Investments, the granting, perfection, validity and priority of the security interest of the Secured
Parties in the Collateral, taken as a whole, is not impaired in any material respect by such Investment;


 


(f)                
Permitted Acquisitions to the extent that any Person or Property acquired in such acquisition becomes a Restricted Subsidiary
or a part of a Restricted Subsidiary; provided that immediately before and after giving effect to any such Permitted Acquisition,
no Event of Default shall have occurred and be continuing; provided, further that Permitted Acquisitions of Persons
that do not become Subsidiary Guarantors shall not exceed 5.0% of Consolidated Total Assets at the time of such Investment;


 


(g)               
loans by Holdings or any of its Restricted Subsidiaries to the employees, officers or directors of any Parent Company, Holdings
or any of its Restricted Subsidiaries in connection with management incentive plans; provided that such loans represent
cashless transactions pursuant to which such employees, officers or directors directly (or indirectly) invest the proceeds of such
loans in the Capital Stock of Holdings or a Parent Company;


 


(h)               
Investments by Holdings and its Restricted Subsidiaries in Unrestricted Subsidiaries, joint ventures or similar arrangements
in an aggregate amount at any time outstanding (for Holdings and all of its Restricted Subsidiaries), not to exceed the sum of
(A) the greater of $250,000,000 and 5.0% of Consolidated Total Assets at the time of such Investment, plus (B) the amount,
if any, that is then available for Investments pursuant to Section 7.7(z)(ii)(A), plus (C) an amount equal to the Base Available
Amount, plus (D) an amount equal to the Available Amount; provided that no Investment may be made pursuant to this
clause (h) in any Unrestricted Subsidiary for the purpose of making a Restricted Payment unless such Investment is made using the
Base Available Amount or the Available Amount (which such use in accordance with this proviso, other than with respect to usage
of the Base Available Amount, shall be subject to the requirement that the Consolidated Net Total Leverage Ratio shall not exceed
4.50 to 1.00 on a pro forma basis as of the end of the most recently ended Test Period for which financial statements have
been delivered pursuant to Section 6.1 at the time of such Investment);


 






    -139-


     


    

 


(i)                
 Investments (including debt obligations) received in the ordinary course of business by Holdings or any of its Restricted
Subsidiaries in connection with the bankruptcy or reorganization of suppliers, customers and other Persons and in settlement of
delinquent obligations of, and other disputes with, suppliers, customers and other Persons arising in the ordinary course of business;


 


(j)                
Investments by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary;


 


(k)               
Investments in existence on, or pursuant to legally binding written commitments in existence on, the Closing Date (after
giving effect to the Transactions) or on the Bally Acquisition Date (after giving effect to the Bally Transactions), as applicable,
and listed on Schedule 7.7 (as supplemented pursuant to Amendment No. 1 on the Bally Acquisition and Amendment Effectiveness Date)
and, in each case, any extensions or renewals thereof, so long as the amount of any Investment made pursuant to this clause (k)
is not increased (other than pursuant to such legally binding commitments);


 


(l)                
Investments of Holdings or any of its Restricted Subsidiaries under Hedge Agreements permitted hereunder;


 


(m)             
Investments of any Person in existence at the time such Person becomes a Restricted Subsidiary; provided that such
Investment was not made in connection with or in anticipation of such Person becoming a Restricted Subsidiary;


 


(n)               
Investments made (i) on or prior to the Closing Date to consummate the Transactions, (ii) on or prior to the Bally Acquisition
Date to consummate, or in connection with, the Bally Transactions (including the Bally Merger) or (iii) in connection with the
Tax Planning Transaction;


 


(o)               
to the extent constituting Investments, transactions expressly permitted (other than by reference to this Section 7.7 or
any clause thereof) under Sections 7.4, 7.5, 7.6 and 7.8;


 


(p)               
Subsidiaries of Holdings may be established or created, if (i) to the extent such new Subsidiary is a Domestic Subsidiary,
Holdings and such Subsidiary comply with the provisions of Section 6.8(c) and (ii) to the extent such new Subsidiary is a Foreign
Subsidiary, Holdings complies with the provisions of Section 6.8(d); provided that, in each case, to the extent such new
Subsidiary is created solely for the purpose of consummating a merger, consolidation, amalgamation or similar transaction pursuant
to an acquisition permitted by this Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than
any consideration contributed to it contemporaneously with the closing of such transactions, such new Subsidiary shall not be required
to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated (at which
time the surviving entity of the respective transaction shall be required to so comply within ten Business Days or such longer
period as the Administrative Agent shall agree);


 


(q)               
Investments arising directly out of the receipt by Holdings or any of its Restricted Subsidiaries of non-cash consideration
for any sale of assets permitted under Section 7.5;


 


(r)               
Investments resulting from pledges
and deposits referred to in Sections 7.3(c) and (d);


 






    -140-


     


    

 


(s)                
 Investments consisting of (i) the licensing, sublicensing, cross-licensing, pooling or contribution of, or similar arrangements
with respect to, Intellectual Property, and (ii) the transfer or licensing of non-U.S. Intellectual Property to a Foreign Subsidiary;


 


(t)                
any Investment in a Non-Guarantor Subsidiary or in a joint venture to the extent such Investment is substantially contemporaneously
repaid in full with a dividend or other distribution from such Non-Guarantor Subsidiary or joint venture;


 


(u)               
Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC
Article 4 customary trade arrangements with customers;


 


(v)               
additional Investments so long as the aggregate amount thereof outstanding at no time exceeds the sum of (i) the greater
of $150,000,000 and 4.5% of Consolidated Total Assets at the time of such Investment plus (ii) an amount equal to the Base
Available Amount plus (iii) an amount equal to the Available Amount plus (iv) the amount, if any, that is then available
for Restricted Payments pursuant to Sections 7.6(m) and 7.6(o); provided that no Investment may be made pursuant to this
clause (v) in any Unrestricted Subsidiary for the purpose of making a Restricted Payment unless such Investment is made using the
Base Available Amount or the Available Amount (which such use in accordance with this proviso, other than with respect to usage
of the Base Available Amount, shall be subject to the requirement that the Consolidated Net Total Leverage Ratio shall not exceed
4.50 to 1.00 on a pro forma basis as of the end of the most recently ended Test Period for which financial statements have
been delivered pursuant to Section 6.1 at the time of such Investment);


 


(w)             
advances of payroll payments to employees, or fee payments to directors or consultants, in the ordinary course of business;


 


(x)               
Investments constituting loans or advances in lieu of Restricted Payments permitted pursuant to Section 7.6;


 


(y)               
Investments to fund or satisfy any Specified Concession Obligations, including any Investment in any Specified Concession
Vehicle (or its equity holders or members) used by or on behalf of any Specified Concession Vehicle (or its equity holders or
members) to fund or satisfy any Specified Concession Obligations in an aggregate amount not to exceed $200,000,000;


 


(z)                (i)
Investments by any Loan Party in any Non-Guarantor Subsidiary of Capital Stock, Property and cash with an aggregate value not
to exceed the aggregate value of any Capital Stock, Property and cash previously transferred to any Loan Party pursuant to
any Investment made in, or any dividend or similar distribution paid to, any Loan Party by any Non-Guarantor Subsidiary on
and after the Closing Date; provided that the aggregate amount of any such Investments made in cash by any Loan Party
in any Non-Guarantor Subsidiary pursuant to this clause (i) shall not exceed the aggregate amount of Investments in cash
previously made by any Non-Guarantor Subsidiary in any Loan Party and cash dividends and similar cash distributions received
by any Loan Party from any Non-Guarantor Subsidiary, in each case, on and after the Closing Date; provided, further,
that (x) to the extent that any such Investment by any Non-Guarantor Subsidiary in any Loan Party is made in the form of
Indebtedness owing by a Loan Party to a Non-Guarantor Subsidiary, the amount of any payment of principal and interest and
other amounts paid in respect of such Indebtedness shall be treated as an Investment in the applicable Non-Guarantor
Subsidiary and shall be included for purposes of determining


 






    -141-


     


    

 


compliance with the limitations on
Investments by Loan Parties in Non-Guarantor Subsidiaries, and (y) any such Investment consisting of loans or advances made
by any Non-Guarantor Subsidiary to any Loan Party shall be subordinated to the Obligations in a manner reasonably
satisfactory to the Administrative Agent; provided, however, that the terms of such subordination shall not
provide for any restrictions on repayment of such intercompany Investments unless an Event of Default has occurred and is
continuing hereunder; and (ii) other Investments by any Loan Party in any Non-Guarantor Subsidiary not to exceed the sum of
(A) the greater of $150,000,000 and 3.5% of Consolidated Total Assets, plus (B) the amount, if any, that is then
available for Investments pursuant to Section 7.7(h)(A), plus (C) an amount equal to the Base Available Amount, plus
(D) an amount equal to the Available Amount; provided, that no Investment may be made pursuant to this clause (z) in
any Unrestricted Subsidiary for the purpose of making a Restricted Payment unless such Investment is made using the Base
Available Amount or the Available Amount (which such use in accordance with this proviso, other than with respect to usage of
the Base Available Amount, shall be subject to the requirement that the Consolidated Net Total Leverage Ratio shall not
exceed 4.50 to 1.00 on a pro forma basis as of the end of the most recently ended Test Period for which financial
statements have been delivered pursuant to Section 6.1 at the time of such Investment); provided, further, that
any Investment made for the purpose of funding a Permitted Acquisition permitted under Section 7.7(f) shall not be deemed a
separate Investment for the purposes of this clause (z)(ii);


 


(aa)             Investments to the
extent that payment for such Investments is made solely by the issuance of Capital Stock (other than Disqualified Capital Stock)
of Holdings (or any Parent Company) to the seller of such Investments;


 


(bb)             Investments in respect
of prize, jackpot, deposit, payment processing and player account management operations, including as may be placed in trust accounts;


 


(cc)             (i) the Specified
Acquisition and other Investments made in connection therewith; provided that the aggregate amount of all such Investments
under this clause (cc)(i) shall not exceed $15,000,000, and (ii) any Investment permitted under the Bally Merger Agreement to be
made by Bally Target prior to the Bally Acquisition Date with an aggregate purchase price, in the case of this clause (cc)(ii),
not to exceed $20,000,000; and


 


(dd)             Investments in any Escrow
Entity in amounts necessary to fund any interest, fees and related obligations in respect of the New Debt.


 


It is further understood and agreed that for purposes
of determining the value of any Investment outstanding for purposes of this Section 7.7, such amount shall be deemed to be the
amount of such Investment when made, purchased or acquired less any returns on such Investment (not to exceed the original amount
invested).


 


7.8           Prepayments,
Etc. of Indebtedness; Amendments. Prepay, redeem, purchase, defease or otherwise satisfy prior to the day that is 90 days
before the scheduled maturity thereof in any manner any Indebtedness that is expressly subordinated by contract in right of
payment to the Obligations (other than intercompany Indebtedness so long as no Event of Default shall have occurred and be
continuing) or any Indebtedness that is secured by all or any part of the Collateral on a junior basis relative to the
Obligations or any Existing Notes Financing (collectively, “Junior Financing”) (it being understood that
payments of regularly scheduled interest and principal on all of the foregoing shall be permitted), or make any payment in
violation of any subordination terms of any Junior Financing Documentation, except (i) a prepayment, redemption, purchase,
defeasement or other satisfaction of Junior Financing or


 






    -142-


     


    

 


Existing Notes Financing made in an amount not to
exceed the (A) the Base Available Amount plus (B) the Available Amount; provided that (x) immediately before and
immediately after giving pro forma effect to such prepayment, redemption, purchase, defeasement or other satisfaction, no Event
of Default shall have occurred and be continuing and (y) immediately after giving effect to any such prepayment, redemption, purchase,
defeasement or other satisfaction, other than with respect to usage of the Base Available Amount, the Consolidated Net Total Leverage
Ratio shall not exceed 4.50 to 1.00 on a pro forma basis as of the end of the most recently ended Test Period for which
financial statements have been delivered pursuant to Section 6.1, (ii) the conversion of any Junior Financing or Existing Notes
Financing to Capital Stock (other than Disqualified Capital Stock) or the prepayment, redemption, purchase, defeasement or other
satisfaction of Junior Financing or Existing Notes Financing with the proceeds of an Equity Issuance Not Otherwise Applied (other
than Disqualified Capital Stock or Cure Amounts), (iii) the refinancing of any Junior Financing or Existing Notes Financing with
any Permitted Refinancing thereof, (iv) the prepayment, redemption, purchase, defeasement or other satisfaction prior to the day
that is 90 days before the scheduled maturity of any Junior Financing, Existing Notes Financing or Permitted Refinancing thereof,
in an aggregate amount not to exceed (x) the greater of $150,000,000 and 3.0% of Consolidated Total Assets plus (y) the
amount, if any, that is then available for Restricted Payments pursuant to Section 7.6(m) or (o) (which amounts shall be reduced,
without duplication, by any such amount previously utilized pursuant to this clause (y)), (v) the prepayment, redemption, purchase,
defeasance or other satisfaction of any Indebtedness incurred or assumed pursuant to Section 7.2(t) or (u), and (vi) from and after
the Amendment No. 2 Effective Date but on or prior to May 15, 2017 the prepayment, redemption, purchase, defeasance or other satisfaction
of any Indebtedness incurred under the 2018 Notes with the exchange for, or out of the proceeds of, the Additional 2022 Secured
Notes or any Permitted Refinancings thereof.


 


7.9           Transactions
with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of Property, the rendering
of any service or the payment of any management, advisory or similar fees, with any Affiliate thereof (other than Holdings or
any of its Restricted Subsidiaries) unless such transaction is (a) otherwise not prohibited under this Agreement and (b) upon
fair and reasonable terms no less favorable to Holdings or such Restricted Subsidiary, as the case may be, than it would
obtain in a comparable arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing,
Holdings and its Restricted Subsidiaries may (i) pay to any Parent Company and its Affiliates fees, indemnities and expenses
permitted by Section 7.6(i) and/or fees and expenses in connection with the Transactions and the Bally Transactions and
disclosed to the Administrative Agent prior to the Closing Date or the Bally Acquisition Date, as applicable; (ii) enter into
any transaction with an Affiliate that is not prohibited by the terms of this Agreement to be entered into by Holdings or
such Restricted Subsidiary with an Affiliate; (iii) make any Restricted Payment permitted pursuant to Section 7.6 or any
Investment permitted pursuant to Section 7.7; (iv) perform their obligations pursuant to the Transactions, including payments
required to be made pursuant to the Merger Agreement, the Bally Transactions, including payments required to be made pursuant
to the Bally Merger Agreement, and the Tax Planning Transaction; (v) enter into transactions with joint ventures for the
purchase or sale of goods, equipment and services entered into in the ordinary course of business; (vi) without being subject
to the terms of this Section 7.9, enter into any transaction with any Person which is an Affiliate of Holdings or the
Borrower only by reason of such Person and Holdings or the Borrower, as applicable, having common directors; (vii) issue
Capital Stock to the Sponsor, any other direct or indirect owner of Holdings (including any Parent Company), or any director,
officer, employee or consultant thereof; (viii) enter into the transactions allowed pursuant to Section 10.6; (ix) enter into
transactions set forth on Schedule 7.9; and (x) enter into joint purchasing arrangements with the Sponsor in the ordinary
course of business or otherwise consistent with past practice. For the avoidance of doubt, this Section 7.9 shall not apply
to employment, benefits, compensation, bonus, retention and severance arrangements with, and payments of compensation or
benefits (including customary fees, expenses and indemnities) to or for the benefit of, current or former employees,
consultants, officers or directors of Holdings or any of


 






    -143-


     


    

 


its Restricted Subsidiaries in the ordinary course
of business. For purposes of this Section 7.9, any transaction with any Affiliate shall be deemed to have satisfied the standard
set forth in clause (b) of the first sentence hereof if such transaction is approved by a majority of the Disinterested Directors
of the Board of Directors of Holdings or such Restricted Subsidiary, as applicable. “Disinterested Director”
shall mean, with respect to any Person and transaction, a member of the Board of Directors of such Person who does not have any
material direct or indirect financial interest in or with respect to such transaction. A member of any such Board of Directors
shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Borrower, Holdings
or any Parent Company or any options, warrants or other rights in respect of such Capital Stock.


 


7.10         Sales
and Leasebacks. Enter into any arrangement with any Person providing for the leasing by Holdings or any of its Restricted
Subsidiaries of real or personal Property which is to be sold or transferred by Holdings or any of its Restricted
Subsidiaries (a) to such Person or (b) to any other Person to whom funds have been or are to be advanced by such Person on
the security of such Property or rental obligations of Holdings or any of its Restricted Subsidiaries, except for (i) any
such arrangement entered into in the ordinary course of business of Holdings or any of its Restricted Subsidiaries, (ii)
sales or transfers by Holdings or any of its Restricted Subsidiaries to any Loan Party, (iii)  sales
or transfers by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary that is a Restricted Subsidiary and (iv)
any such arrangement to the extent that the Fair Market Value of such Property does not exceed the greater of (i)
$200,000,000 and (ii) 6.0% of Consolidated Total Assets at the time of such event, in the aggregate for all such
arrangements.


 


7.11         Changes
in Fiscal Periods. Permit the fiscal year of Holdings to end on a day other than December 31; provided, that
Holdings may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably
acceptable to the Administrative Agent, in which case, Holdings, the Borrower and the Administrative Agent will, and are
hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in
fiscal year.


 


7.12         Negative
Pledge Clauses. Enter into any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume
or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, to secure the Obligations or,
in the case of any Subsidiary Guarantor, its obligations under the Guarantee and Collateral Agreement, other than:


 


(a)               
this Agreement, the other Loan Documents and any Other Intercreditor Agreement;


 


(b)               
any agreements governing Indebtedness and/or other obligations secured by a Lien permitted by this Agreement (in which case,
any prohibition or limitation shall only be effective against the assets subject to such Liens permitted by this Agreement);


 


(c)               
software and other Intellectual Property licenses pursuant to which such Loan Party is the licensee of the relevant software
or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject
to the applicable license);


 


(d)               
Contractual Obligations incurred in the ordinary course of business which (i) limit Liens on the assets that are the subject
of the applicable Contractual Obligation or (ii) contain customary provisions restricting the assignment, transfer or pledge of
such agreements;


 


(e)               
any agreements regarding Indebtedness
or other obligations of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or


 






    -144-


     


    

 


limitation shall only be effective against the assets
of such Non-Guarantor Subsidiary and its Subsidiaries);


 


(f)                 prohibitions and limitations
in effect on the Closing Date and listed on Schedule 7.12;


 


(g)               
customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures not
prohibited by this Agreement;


 


(h)               
customary provisions restricting the subletting, assignment, pledge or other transfer of any lease governing a leasehold
interest;


 


(i)                
customary restrictions and conditions contained in any agreement relating to any Disposition of Property, leases, subleases,
licenses, sublicenses, cross license, pooling and similar agreements not prohibited hereunder;


 


(j)                
any agreement in effect at the time any Person becomes a Subsidiary of Holdings or is merged with or into Holdings, so long
as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Holdings or of such merger;


 


 (k)                restrictions imposed by applicable law or regulation or license requirements;




 


(l)                
restrictions in any agreements or instruments relating to any Indebtedness permitted to be incurred by this Agreement (including
indentures, instruments or agreements governing any New Incremental Notes, indentures, instruments or agreements governing any
Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted Refinancings of each of the
foregoing) (i) if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially
more restrictive on the Restricted Subsidiaries than the encumbrances contained in this Agreement (as determined in good faith
by the Borrower) or (ii) if such encumbrances and restrictions are customary for similar financings in light of prevailing market
conditions at the time of incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good
faith that such encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability
to create and maintain the Liens on the Collateral pursuant to the Security Documents;


 


(m)              
restrictions in respect of Indebtedness secured by Liens permitted by Sections 7.3(g) and 7.3(y) relating solely to the
assets or proceeds thereof secured by such Indebtedness;


 


(n)               
customary provisions restricting assignment of any agreement entered into in the ordinary course of business; and


 


(o)               
restrictions arising in connection with cash or other deposits not prohibited hereunder and limited to such cash or other
deposit.


 


7.13         Clauses
Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by,
or pay any Indebtedness owed to, Holdings or any of its Restricted Subsidiaries or (b) make Investments in Holdings or any of
its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of or consisting of (i)
this Agreement or any other Loan Documents and under any Other Intercreditor Agreement, (ii) an agreement


 






    -145-


     


    

 


that has been entered into in connection with
the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (iii) customary net
worth provisions contained in Real Property leases entered into by Holdings and its Restricted Subsidiaries, so long as the
Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability
of the Borrower to meet its ongoing payment obligations hereunder or, in the case of any Subsidiary Guarantor, its
obligations under the Guarantee and Collateral Agreement, (iv) agreements related to Indebtedness permitted by this Agreement
(including indentures, instruments or agreements governing any New Incremental Notes, indentures, instruments or agreements
governing any Permitted Refinancing Obligations and indentures, instruments or agreements governing any Permitted
Refinancings of each of the foregoing) to the extent that (x) the encumbrances and restrictions contained in any such
agreement or instrument taken as a whole are not materially more restrictive on the Restricted Subsidiaries than the
encumbrances and restrictions contained in this Agreement (as determined in good faith by the Borrower) or (y) such
encumbrances and restrictions are customary for similar financings in light of prevailing market conditions at the time of
incurrence thereof (as determined in good faith by the Borrower) and the Borrower determines in good faith that such
encumbrances and restrictions would not reasonably be expected to materially impair the Borrower’s ability to pay the
Obligations when due, (v) licenses, sublicenses, cross-licensing or pooling by Holdings and its Restricted Subsidiaries of,
or similar arrangements with respect to, Intellectual Property in the ordinary course of business (in which case such
restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of
business which include customary provisions restricting the assignment, transfer or pledge thereof, (vii) customary
provisions contained in joint venture agreements and other similar agreements applicable to joint ventures not prohibited by
this Agreement, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold
interest, (ix) customary restrictions and conditions contained in any agreement relating to any Disposition of Property,
leases, subleases, licenses and similar agreements not prohibited hereunder, (x) any agreement in effect at the time any
Person becomes a Restricted Subsidiary, so long as such agreement was not entered into in contemplation of such Person
becoming a Restricted Subsidiary, (xi) encumbrances or restrictions on cash or other deposits imposed by customers under
contracts entered into in the ordinary course of business, (xii) encumbrances or restrictions imposed by applicable law,
regulation or customary license requirements, (xiii) restrictions contained in the documentation governing the Existing Notes
Financing, the 2022 Notes, the 2025 Secured Notes, the 2026 Secured Notes, the 2026 Notes and/or the New Unsecured Notes, and
any Permitted Refinancing of any of the foregoing, and (xiv) any agreement in effect on the Closing Date and described on
Schedule 7.13.


 


7.14         Limitation
on Hedge Agreements. Enter into any Hedge Agreement other than Hedge Agreements entered into in the ordinary course of
business, and not for speculative purposes.


 


SECTION 8.           EVENTS
OF DEFAULT


 


 8.1           Events of Default. If any of the following events shall occur and be continuing:




 


(a)               
The Borrower shall fail to pay (i) any principal of any Loan when due in accordance with the terms hereof, (ii) any principal
of any Reimbursement Obligation within three Business Days after any such Reimbursement Obligation becomes due in accordance with
the terms hereof or (iii) any interest owed by it on any Loan or Reimbursement Obligation, or any other amount payable by it hereunder
or under any other Loan Document, within five Business Days after any such interest or other amount becomes due in accordance with
the terms hereof; or


 


(b)               
Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained
in any certificate or other document furnished


 






    -146-


     


    



 


by it at any time under or
in connection with this Agreement or any such other Loan Document shall in either case prove to have been inaccurate in any material
respect and such inaccuracy is adverse to the Lenders on or as of the date made or deemed made or furnished; or


 


(c)               
Any Loan Party shall default in the observance or performance of any agreement contained in Section 7; provided,
that, notwithstanding anything to the contrary herein, an Event of Default by the Borrower under Section 7.1 shall (i) be subject
to the cure rights set forth in Section 8.2, and (ii) not constitute an Event of Default with respect to the Term Facility and
any Term Loans unless and until the Required Revolving Lenders shall have terminated their Revolving Commitments and declared all
amounts outstanding under the Revolving Facilities to be due and payable; or


 


(d)               
Any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any
other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 8.1), and such default shall continue
unremedied for a period of 30 days after the earlier of the date that (x) such Loan Party receives from the Administrative Agent
or the Required Lenders notice of the existence of such default or (y) a Responsible Officer of such Loan Party has knowledge thereof;
or


 


(e)               
Holdings or any of its Restricted Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness
for Borrowed Money (excluding the Loans and Reimbursement Obligations) on the scheduled or original due date with respect thereto
beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness for Borrowed Money was
created; or (ii) default in making any payment of any interest on any such Indebtedness for Borrowed Money beyond the period of
grace, if any, provided in the instrument or agreement under which such Indebtedness for Borrowed Money was created; or (iii) default
in the observance or performance of any other agreement or condition relating to any such Indebtedness for Borrowed Money or contained
in any instrument or agreement evidencing, securing or relating thereto, or any other event of default shall occur, the effect
of which payment or other default or other event of default is to cause, or to permit the holder or beneficiary of such Indebtedness
(or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness
for Borrowed Money to become due prior to its Stated Maturity or to become subject to a mandatory offer to purchase by the obligor
thereunder; provided that (A) a default, event or condition described in this paragraph shall not at any time constitute
an Event of Default unless, at such time, one or more defaults or events of default of the type described in this paragraph shall
have occurred and be continuing with respect to Indebtedness for Borrowed Money the outstanding principal amount of which individually
exceeds $50,000,000, and in the case of Indebtedness for Borrowed Money of the types described in clauses (i) and (ii) of the definition
thereof, with respect to such Indebtedness which exceeds such amount either individually or in the aggregate and (B) this paragraph
(e) shall not apply to (i) secured Indebtedness that becomes due as a result of the sale, transfer, destruction or other disposition
of the Property or assets securing such Indebtedness for Borrowed Money if such sale, transfer, destruction or other disposition
is not prohibited hereunder and under the documents providing for such Indebtedness, or (ii) any Guarantee Obligations except to
the extent such Guarantee Obligations shall become due and payable by any Loan Party and remain unpaid after any applicable grace
period or period permitted following demand for the payment thereof; provided, further, that no Event of Default
under this clause (e) shall arise or result from any change of control (or similar event) under any other Indebtedness for Borrowed
Money that is triggered due to the Permitted Investors (as defined herein) obtaining the requisite percentage contemplated by such
change of control provision, unless both (x) such Indebtedness for Borrowed Money shall become due and payable





 






    -147-


     


    

 


or shall otherwise be required to be repaid, repurchased,
redeemed or defeased, whether at the option of any holder thereof or otherwise and (y) at such time, Holdings and/or its Restricted
Subsidiaries would not be permitted to repay such Indebtedness for Borrowed Money in accordance with the terms of this Agreement,
or


 


(f)                
(i) Holdings or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated
as such)) shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding
up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Holdings
or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such)) shall make
a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Holdings or any of its Restricted
Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such)) any case, proceeding or other action
of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment
or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against Holdings
or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such)) any case,
proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against substantially
all of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed
or bonded pending appeal within 60 days from the entry thereof; or (iv) Holdings or any of its Restricted Subsidiaries (other than
any Immaterial Subsidiary (whether or not then designated as such)) shall consent to or approve of, or acquiesce in, any of the
acts set forth in clause (i), (ii), or (iii) above; or (v) Holdings or any of its Restricted Subsidiaries (other than any Immaterial
Subsidiary (whether or not then designated as such)) shall generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due; or


 


(g)               
(i) Holdings or any of its Restricted Subsidiaries shall incur any liability in connection with any “prohibited transaction”
(as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) a failure to meet the minimum funding
standards (as defined in Section 302(a) of ERISA), whether or not waived, shall exist with respect to any Single Employer Plan
or any Lien in favor of the PBGC or a Lien shall arise on the assets of Holdings or any of its Restricted Subsidiaries, (iii) a
Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment
of a trustee is reasonably likely to result in the termination of such Single Employer Plan for purposes of Title IV of ERISA,
(iv) any Single Employer Plan shall terminate in a distress termination under Section 4041(c) of ERISA or in an involuntary termination
by the PBGC under Section 4042 of ERISA, (v) Holdings or any of its Restricted Subsidiaries shall, or is reasonably likely to,
incur any liability as a result of a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any
other event or condition shall occur or exist with respect to a Plan or a Commonly Controlled Plan; and in each case in clauses
(i) through (vi) above, which event or condition, together with all other such events or conditions, if any, would reasonably be
expected to result in a direct obligation of Holdings or any of its Restricted Subsidiaries to pay money that would reasonably
be expected to have a Material Adverse Effect; or





 






    -148-


     


    

 


(h)               
 Other than with respect to the Colombia Matter, one or more final judgments or decrees shall be entered against Holdings
or any of its Restricted Subsidiaries (other than any Immaterial Subsidiary (whether or not then designated as such)) pursuant
to which Holdings and any such Restricted Subsidiaries taken as a whole has a liability (not paid or fully covered by third-party
insurance or effective indemnity) of $50,000,000 or more (net of any amounts which are covered by insurance or an effective indemnity),
and all such judgments or decrees shall not have been vacated, discharged, dismissed, stayed or bonded within 60 days from the
entry thereof; or


 


(i)                
(i) Any of the Security Documents shall cease, for any reason (other than by reason of the express release thereof in accordance
with the terms thereof or hereof) to be in full force and effect or shall be asserted in writing by the Borrower or any Guarantor
not to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any
Security Document with respect to any material portion of the Collateral of the Loan Parties on a consolidated basis shall cease
to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected security interest (having the priority
required by this Agreement or the relevant Security Document) in the securities, assets or properties covered thereby, except to
the extent that (x) any such loss of perfection or priority results from limitations of foreign laws, rules and regulations as
they apply to pledges of Capital Stock in Foreign Subsidiaries or the application thereof, or from the failure of the Collateral
Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Guarantee and Collateral
Agreement or otherwise or to file UCC continuation statements, (y) such loss is covered by a lender’s title insurance policy
and the Administrative Agent shall be reasonably satisfied with the credit of such insurer or (z) any such loss of validity, perfection
or priority is the result of any failure by the Collateral Agent to take any action necessary to secure the validity, perfection
or priority of the security interests or (iii) the Guarantee Obligations pursuant to the Security Documents by any Loan Party of
any of the Obligations shall cease to be in full force and effect (other than in accordance with the terms hereof or thereof),
or such Guarantee Obligations shall be asserted in writing by any Loan Party not to be in effect or not to be legal, valid and
binding obligations; or


 


(j)                
(i) Holdings shall cease to own, directly or indirectly, 100% of the Capital Stock of the Borrower; or (ii) for any reason
whatsoever, any “person” or “group” (within the meaning of Rule 13d-5 of the Exchange Act as in effect
on the Closing Date, but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and excluding the Permitted Investors)
shall become the “beneficial owner” (within the meaning of Rule 13d-3 and 13d-5 of the Exchange Act as in effect on
the Closing Date), directly or indirectly, of more than the greater of (x) 35% of the then outstanding voting securities having
ordinary voting power of Holdings and (y) the percentage of the then outstanding voting securities having ordinary voting power
of Holdings owned, directly or indirectly, beneficially (within the meaning of Rule 13d-3 and 13d-5 of the Exchange Act as in effect
on the Closing Date) by the Permitted Investors (it being understood that if any such person or group includes one or more Permitted
Investors, the outstanding voting securities having ordinary voting power of Holdings directly or indirectly owned by the Permitted
Investors that are part of such person or group shall not be treated as being owned by such person or group for purposes of determining
whether this clause (y) is triggered) (any of the foregoing, a “Change of Control”);


 


then, and in any such event, (A) if such event is an
Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments
shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this





 






    -149-


     


    

 


Agreement and the other Loan Documents shall immediately
become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken:
(i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative
Agent shall, by notice to the Borrower declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments
shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request
of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon
the same shall immediately become due and payable. In the case of all Letters of Credit with respect to which presentment for honor
shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a
cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of
such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment
of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired
or been backstopped or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and
under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement
Obligations shall have been satisfied and all other obligations of the Borrower then due and owing hereunder and under the other
Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower
(or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section 8.1 or otherwise
in any Loan Document, presentment, demand and protest of any kind are hereby expressly waived by the Borrower.


 


		8.2	Right to Cure.



 


(a)
     Notwithstanding anything to the contrary contained in Section 8.1, in the event that Holdings fails to comply with the requirements
of the financial covenant set forth in Section 7.1(a) at any time when Holdings is required to comply with such financial covenant
pursuant to the terms thereof, then (A) after the end of the most recently ended fiscal quarter of Holdings until the expiration
of the tenth Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant to Section
6.1(a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Holdings shall have the
right to issue common Capital Stock for cash and contribute the proceeds therefrom in the form of common Capital Stock or in another
form reasonably acceptable to the Administrative Agent to the Borrower or obtain a contribution to its equity (which shall be
in the form of common equity or otherwise in a form reasonably acceptable to the Administrative Agent) (the “Cure Right”),
and upon the receipt by the Borrower of such cash (the “Cure Amount”), pursuant to the exercise by Holdings
of such Cure Right, the calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 7.1(a) shall
be recalculated giving effect to the following pro forma adjustments:


 


(i)
     Consolidated EBITDA for such fiscal quarter (and for any subsequent period that includes such fiscal quarter) shall be increased,
solely for the purpose of measuring the financial covenant set forth in Section 7.1(a) and not for any other purpose under this
Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including
the determination of Available Amount) or determining the Applicable Commitment Fee Rate or Applicable Margin), by an amount equal
to the Cure Amount; provided that no Cure Amount shall reduce Indebtedness on an actual or pro forma basis for any
Test Period including the applicable period for purposes of calculating the financial covenant set forth in Section 7.1(a), nor
shall any Cure Amount held by the Borrower qualify as cash or Cash





 






    -150-


     


    

 


Equivalents for the purposes of calculating any
net obligations or liabilities under the terms of this Agreement; and


 


(ii)     
If, after giving effect to the foregoing recalculations, Holdings shall then be in compliance with the requirements of the
financial covenant set forth in Section 7.1(a), Holdings shall be deemed to have satisfied the requirements of the financial
covenant set forth in Section 7.1(a) as of the relevant date of determination with the same effect as though there had been
no failure to comply therewith at such date, and the applicable breach or default of the financial covenant set forth in
Section 7.1(a) that had occurred shall be deemed cured for all purposes of this Agreement; and


 


(B)    upon receipt by the Administrative Agent of
written notice, on or prior to the Anticipated Cure Deadline, that Holdings intends to exercise the Cure Right in respect of a
fiscal quarter, the Lenders shall not be permitted to accelerate Loans held by them, to terminate the Revolving Commitments held
by them or to exercise remedies against the Collateral or any other remedies on the basis of a failure to comply with the requirements
of the financial covenant set forth in Section 7.1(a), unless such failure is not cured pursuant to the exercise of the Cure Right
on or prior to the Anticipated Cure Deadline.


 


(b)    
Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal-quarter period there shall be at least two
fiscal quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than five fiscal quarters in respect
of which the Cure Right is exercised during the term of the Facilities and (iii) for purposes of this Section 8.2, the Cure Amount
utilized shall be no greater than the minimum amount required to remedy the applicable failure to comply with the financial covenant
set forth in Section 7.1(a).


 


SECTION 9.     THE
AGENTS


 


9.1    Appointment.
Each Lender, Issuing Lender and Swingline Lender hereby irrevocably designates and appoints each Agent as the agent of such Lender
under the Loan Documents and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its
behalf under the provisions of the applicable Loan Documents and to exercise such powers and perform such duties as are expressly
delegated to such Agent by the terms of the applicable Loan Documents, together with such other powers as are reasonably incidental
thereto, including the authority to enter into any Other Intercreditor Agreement, any Joinder Agreement, Increase Supplement,
Lender Joinder Agreement and any Extension Amendment. Notwithstanding any provision to the contrary elsewhere in this Agreement,
the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into
this Agreement or any other Loan Document or otherwise exist against the Agents.


 


9.2    Delegation
of Duties. Each Agent may execute any of its duties under the applicable Loan Documents by or through any of its
branches, agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such
duties. Neither Agent shall be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it
with reasonable care. Each Agent and any such agent or attorney-in-fact may perform any and all of its duties by or through
their respective Related Persons. The exculpatory provisions of this Article shall apply to any such agent or
attorney-in-fact and to the Related Persons of each Agent and any such agent or attorney-in-fact, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for herein as well as activities
as Agent.





 






    -151-


     


    

 


9.3     Exculpatory
Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a
final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own
gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan
Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents
under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party
a party thereto to perform its obligations hereunder or thereunder or the creation, perfection or priority of any Lien
purported to be created by the Security Documents or the value or the sufficiency of any Collateral. The Agents shall not be
under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of
any Loan Party, nor shall any Agent be required to take any action that, in its opinion or the opinion of its counsel, may
expose it to liability that is not subject to indemnification under Section 10.5 or that is contrary to any Loan Document or
applicable law.


 


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


 


9.5    Notice
of Default. Neither Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default
unless such Agent has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a “notice of default.” In the event that an Agent receives such
a notice, such Agent shall give notice thereof to the Lenders. The Agents shall take such action with respect to such Default
or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders
or the Majority Facility Lenders in respect of any Facility); provided that unless and until such Agent shall have received
such directions, such Agent may (but shall not be





 






    -152-


     


    

 


obligated to) take such action, or refrain from taking
such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.


 


9.6     Non-Reliance
on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers,
directors, employees, agents, attorneys in fact or Affiliates have made any representations or warranties to it and that no act
by any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed
to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently
and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, operations, Property, financial and other condition and creditworthiness
of the Loan Parties and their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement.
Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under the applicable Loan Documents, and to make such investigation as it deems necessary
to inform itself as to the business, operations, Property, financial and other condition and creditworthiness of the Loan Parties
and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the
Agents hereunder, the Agents shall not have any duty or responsibility to provide any Lender with any credit or other information
concerning the business, operations, Property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party
or any Affiliate of a Loan Party that may come into the possession of either Agent or any of its officers, directors, employees,
agents, attorneys in fact or Affiliates.


 


9.7    Indemnification.
The Lenders severally agree to indemnify each Agent, any Issuing Lender and Swingline Lender in its capacity as such (to the extent
not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective
Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification
is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably
in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that
may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent,
any Issuing Lender or Swingline Lender in any way relating to or arising out of, the Commitments, this Agreement, any of the other
Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by such Agent, any Issuing Lender or Swingline Lender under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of
a court of competent jurisdiction to have resulted from such Agent’s, Issuing Lender’s or Swingline Lender’s
gross negligence or willful misconduct. The agreements in this Section 9.7 shall survive the payment of the Loans and all other
amounts payable hereunder.


 


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


 






    -153-


     


    

 





		9.9	Successor Agents.



 


(a)
     Subject to the appointment of a successor as set forth herein, any Agent may resign upon 30 days’ notice to the Lenders,
the Borrower and the other Agent effective upon appointment of a successor Agent. Upon receipt of any such notice of resignation,
the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless
an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be continuing)
be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor
agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and
duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the
parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders
with such consent of the Borrower and shall have accepted such appointment within 30 days after the retiring Agent’s giving
of notice of resignation, then the retiring Agent may, on behalf of the Lenders and with the consent of the Borrower (such consent
not to be unreasonably withheld or delayed), appoint a successor Agent, that shall be a bank that has an office in New York, New
York with a combined capital and surplus of at least $500,000,000. After any retiring Agent’s resignation as Agent, the
provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement and the other Loan Documents.


 


(b)
     If at any time either the Borrower or the Required Lenders determine that any Person serving as an Agent is a Defaulting Lender,
the Borrower by notice to the Lenders and such Person or the Required Lenders by notice to the Borrower and such Person may, subject
to the appointment of a successor as set forth herein, remove such Person as an Agent. If such Person is removed as an Agent,
the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless
an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be continuing)
be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor
agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and
duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the
parties to this Agreement or any holders of the Loans. Such removal will, to the fullest extent permitted by applicable law, be
effective on the date a replacement Agent is appointed.


 


(c)
     Any resignation by the Administrative Agent pursuant to this Section 9 shall also constitute its resignation as Issuing Lender
and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline
Lender, provided that, to the extent such successor Administrative Agent is not capable of becoming an Issuing Lender such
successor shall not so succeed and become vested and another Issuing Lender may be appointed in accordance with clause (c) of
the definitions of “Dollar Issuing Lender” and “Multi-Currency Issuing Lender,” (ii) the retiring Issuing
Lender and Swingline Lender shall be discharged from all of its respective duties and obligations hereunder or under the other
Loan Documents, and (iii) the successor Issuing Lender shall issue letters of credit in substitution for or to backstop the Letters
of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing
Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.


 


9.10    Authorization
to Release Liens and Guarantees. The Agents are hereby irrevocably authorized by each of the Lenders to effect any release
or subordination of Liens or Guarantee Obligations contemplated by Section 10.15.





 






    -154-


     


    

 


9.11    Agents
May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding
relative to any Loan Party, to the maximum extent permitted by applicable law, each 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 either Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding
or otherwise,


 


(a)               
to file a proof of 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 Issuing Lenders, the Swingline Lender and the Agents (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lenders, the Swingline Lender and the
Agents and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lenders, the Swingline Lender
and the Agents under Sections 2.9, 3.3 and 10.5) 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, each Issuing Lender and the Swingline Lender to make such payments to the Agents and, if
either Agent shall consent to the making of such payments directly to the Lenders, Issuing Lenders and Swingline Lender, to pay
to such Agent any amount due for the reasonable compensation, expenses, disbursements and advances of such Agent and its agents
and counsel, and any other amounts due to such Agent under Sections 2.9 and 10.5.


 


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, Issuing
Lender or Swingline Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the
rights of any Lender, Issuing Lender or Swingline Lender to authorize such Agent to vote in respect of the claim of any Lender,
Issuing Lender or Swingline Lender or in any such proceeding.


 


9.12    Specified
Hedge Agreements and Cash Management Obligations. Except as otherwise expressly set forth herein or in any Security Documents,
to the maximum extent permitted by applicable law, no Person that obtains the benefits of any guarantee by any Guarantor of the
Obligations or any Collateral with respect to any Specified Hedge Agreement entered into by it and Holdings, the Borrower or any
Subsidiary Guarantor or with respect to any Cash Management Obligations owed by Holdings, the Borrower or any Subsidiary Guarantor
to such Person 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, if applicable, 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 Section 9 to the contrary, neither Agent shall be required to verify the payment of,
or that other satisfactory arrangements have been made with respect to, Obligations arising under any Specified Hedge Agreement
or with respect to Cash Management Obligations unless such Agent has received written notice of such Obligations, together with
such supporting documentation as it may request, from the applicable Person to whom such Obligations are owed.


 


9.13    Joint
Bookrunners and Co-Documentation Agents. None of the Joint Bookrunners, the Syndication Agent or the Co-Documentation Agents
shall have any duties or responsibilities hereunder in their respective capacities as such.





 






    -155-


     


    

 


		9.14	Certain ERISA Matters.



 


(a)    
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and each other Agent and their respective Affiliates, and not, for the avoidance of doubt, to or
for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:


 


(i)
     such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as
modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments;


 


(ii)
     the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain
transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company
pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or
PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such
Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments
and this Agreement;


 


(iii)    
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender
to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C)
the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and
this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge
of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement;
or


 


(iv)    
such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)    
In addition, unless clause (i) in the immediately preceding paragraph (a) is true with respect to a Lender or such Lender has
not provided another representation, warranty and covenant as provided in clause (iv) in the immediately preceding paragraph (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and each other Agent and their respective Affiliates, and not, for the avoidance of doubt, to or
for the benefit of the Borrower or any other Loan Party, that:


 


(i)
     none of the Administrative Agent or any other Agent or any of their respective Affiliates is a fiduciary with respect to the assets
of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this
Agreement, any Loan Document or any documents related to hereto or thereto);


 


(ii)    
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters





 






    -156-


     


    

 


of Credit, the Commitments and this Agreement
is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer
or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described
in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E);


 


(iii)
     the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment
risks independently, both in general and with regard to particular transactions and investment strategies (including in respect
of the Obligations);


 


(iv)
     the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code,
or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising
independent judgment in evaluating the transactions hereunder; and


 


(v)    
no fee or other compensation is being paid directly to the Administrative Agent any other Agent or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement.


 


(c)    
The Administrative Agent and each other Agent hereby informs the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that
such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may
receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii)
may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being
paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other
payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees,
commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent
or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction
fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination
fees or fees similar to the foregoing.


 


SECTION 10.MISCELLANEOUS


 


10.1       Amendments
and Waivers.


 


(a)    
Except to the extent otherwise expressly set forth in this Agreement (including Sections 2.25, 2.26, 7.11 and 10.16), neither
this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance
with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, subject
to the acknowledgment of the Administrative Agent, or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements
or modifications hereto and to the other Loan Documents for the purpose of adding, deleting or otherwise modifying any provisions
to this Agreement or the other Loan Documents or changing in any manner the rights or obligations of the Agents, the Issuing Lenders,
the Swingline Lender or the Lenders or of the Loan Parties or their





 






    -157-


     


    

 


Subsidiaries hereunder or thereunder or (ii) waive,
on such terms and conditions as the Required Lenders or the Administrative Agent may specify in such instrument, any of the requirements
of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however,
that no such waiver and no such amendment, supplement or modification shall (A) forgive or reduce the principal amount or extend
the final scheduled date of maturity of any Loan, extend the scheduled date or reduce the amount of any amortization payment in
respect of any Term Loan, reduce the stated rate of any interest, fee or premium payable hereunder (except (x) in connection with
the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of
the Required Lenders) and (y) that any amendment or modification of defined terms used in the financial ratios in this Agreement
shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the scheduled date
of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without
the written consent of each Lender directly and adversely affected thereby; (B) amend, modify or waive any provision of paragraph
(a) of this Section 10.1 without the written consent of all Lenders; (C) reduce any percentage specified in the definition of
Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement
and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors
from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders (except
as expressly permitted hereby (including pursuant to Section 7.4 or 7.5) or by any Security Document); (D) amend, modify or waive
any provision of paragraph (a) or (c) of Section 2.18 or Section 6.6 of the Guarantee and Collateral Agreement without the written
consent of all Lenders directly and adversely affected thereby; (E) amend, modify or waive any provision of paragraph (b) of Section
2.18 without the written consent of the Majority Facility Lenders in respect of each Facility directly and adversely affected
thereby; (F) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without
the written consent of all Lenders under such Facility; (G) amend, modify or waive any provision of Section 9 without the written
consent of the Agents; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lenders;
(I) with respect to the making of any Revolving Loan or Swingline Loan or the issuance, extension or renewal of a Letter of Credit
after the Closing Date under a Revolving Facility, waive any of the conditions precedent set forth in Section 5.2 without the
consent of the Majority Facility Lenders with respect to such Revolving Facility (it being understood and agreed that the waiver
of any Default or Event of Default effected with the requisite percentage of Lenders under the other provisions of this Section
10.1 shall be effective to waive such Default or Event of Default, despite the provisions of this clause (I) and following such
waiver such Default or Event of Default shall be treated as cured for all purposes hereunder, including under Section 5.2 and
this clause (I)); (J) reduce any percentage specified in the definition of Required Revolving Lenders without the written consent
of all Revolving Lenders; (K) (i) amend or otherwise modify Section 7.1 (or for the purposes of determining compliance with Section
7.1, any defined terms used therein), or (ii) waive or consent to any Default or Event of Default resulting from a breach of Section
7.1 or (iii) alter the rights or remedies of the Required Revolving Lenders arising pursuant to Article VIII as a result of a
breach of Section 7.1, in each case, without the written consent of the Required Revolving Lenders; provided, however,
that the amendments, modifications, waivers and consents described in this clause (K) shall not require the consent of any Lenders
other than the Required Revolving Lenders; or (L) amend, modify or waive any provision of Section 2.6 without the written consent
of the Swingline Lender; provided, further, that the consent of the applicable Majority Facility Lenders shall be
required with respect to any amendment that by its terms adversely affects the rights of Lenders under such Facility in respect
of payments hereunder in a manner different from such amendment that affects other Facilities. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders,
the Agents and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Agents shall
be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default
waived shall be deemed to be





 






    -158-


     


    

 


cured and not continuing unless limited by the terms
of such waiver; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent
thereon. Notwithstanding anything to the contrary herein, any amendment, modification, waiver or other action which by its terms
requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than
Defaulting Lenders or Other Affiliates (other than Debt Fund Affiliates)), except that (x) the Commitment of any such Defaulting
Lender or any such Other Affiliate may not be increased or extended, the maturity of the Loans of any such Defaulting Lender or
any such Other Affiliate may not be extended, the rate of interest on any of such Loans may not be reduced and the principal amount
of any of such Loans may not be forgiven, in each case without the consent of such Defaulting Lender or such Other Affiliate and
(y) any amendment, modification, waiver or other action that by its terms adversely affects any such Defaulting Lender or such
Other Affiliate in its capacity as a Lender in a manner that differs in any material respect from, and is more adverse to such
Defaulting Lender or such Other Affiliate than it is to, other affected Lenders shall require the consent of such Defaulting Lender
or such Other Affiliate.


 


(b)    
Notwithstanding the foregoing, this Agreement may be amended with the written consent of the Required Lenders, the Administrative
Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement (it being understood that no Lender
shall have any obligation to provide or to commit to provide all or any portion of any such additional credit facility) and to
permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of
Credit and the accrued interest and fees in respect thereof and (ii) to include appropriately, after the effectiveness of any
such amendment (or amendment and restatement), the Lenders holding such credit facilities in any determination of the Required
Lenders and Majority Facility Lenders, as applicable.


 


(c)    
In addition, notwithstanding the foregoing, this Agreement may be amended, with the written consent of the Administrative Agent,
the Borrower and the Lenders providing the relevant Refinancing Term Loans (as defined below), as may be necessary or appropriate,
in the opinion of the Borrower and the Administrative Agent, to provide for the incurrence of Permitted Refinancing Obligations
under this Agreement in the form of a new tranche of Term Loans hereunder (“Refinancing Term Loans”), which
Refinancing Term Loans will be used to refinance all or any portion of the outstanding Term Loans of any Tranche (“Refinanced
Term Loans”); provided that (i) the aggregate principal amount of such Refinancing Term Loans shall not exceed
the aggregate principal amount of such Refinanced Term Loans (plus accrued interest, fees, discounts, premiums and expenses) and
(ii) except as otherwise permitted by the definition of the term “Permitted Refinancing Obligations” (including with
respect to maturity and amortization), all terms (other than with respect to pricing, fees and optional prepayments, which terms
shall be as agreed by the Borrower and the applicable Lenders) applicable to such Refinancing Term Loans shall be substantially
identical to, or less favorable to the Lenders providing such Refinancing Term Loans than, those applicable to such Refinanced
Term Loans, other than for any covenants and other terms applicable solely to any period after the Latest Maturity Date. The Borrower
shall notify the Administrative Agent of the date on which the Borrower proposes that such Refinancing Term Loans shall be made,
which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent;
provided that no such Refinancing Term Loans shall be made, and no amendments relating thereto shall become effective,
unless the Borrower shall deliver or cause to be delivered documents of a type comparable to those described under clause (vii)
of Section 2.25(b).


 


(d)    
In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent,
the Borrower and the Lenders providing the relevant Refinancing Revolving Commitments (as defined below), as may be necessary
or appropriate, in the





 






    -159-


     


    

 


opinion of the Borrower and the Administrative Agent,
to provide for the incurrence of Permitted Refinancing Obligations under this Agreement in the form of a new tranche of Revolving
Commitments hereunder (“Refinancing Revolving Commitments”), which Refinancing Revolving Commitments will be
used to refinance all or any portion of the Revolving Commitments hereunder (“Refinanced Revolving Commitments”);
provided that (i) the aggregate amount of such Refinancing Revolving Commitments shall not exceed the aggregate amount of
such Refinanced Revolving Commitments (plus accrued interest, fees, discounts, premiums and expenses) and (ii) except as otherwise
permitted by the definition of the term “Permitted Refinancing Obligations” (including with respect to maturity), all
terms (other than with respect to pricing and fees, which terms shall be as agreed by the Borrower and the applicable Lenders)
applicable to such Refinancing Revolving Commitments shall be substantially identical to, or less favorable to the Lenders providing
such Refinancing Revolving Commitments than, those applicable to such Refinanced Revolving Commitments, other than for any covenants
and other terms applicable solely to any period after the Latest Maturity Date. Any Refinancing Revolving Commitments that have
the same terms shall constitute a single Tranche hereunder. The Borrower shall notify the Administrative Agent of the date on which
the Borrower proposes that such Refinancing Revolving Commitments shall become effective, which shall be a date not less than 10
Business Days after the date on which such notice is delivered to the Administrative Agent; provided that no such Refinancing
Revolving Commitments, and no amendments relating thereto, shall become effective, unless the Borrower shall deliver or cause to
be delivered documents of a type comparable to those described under clause (vii) of Section 2.25(b).


 


(e)    
Furthermore, notwithstanding the foregoing, if following the Closing Date, the Administrative Agent and the Borrower shall have
jointly identified an ambiguity, mistake, omission, defect, or inconsistency, in each case, in any provision of this Agreement
or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such
amendment shall become effective without any further action or consent of any other party to this Agreement or any other Loan
Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice
thereof; it being understood that posting such amendment electronically on IntraLinks/IntraAgency or another relevant website
with notice of such posting by the Administrative Agent to the Required Lenders shall be deemed adequate receipt of notice of
such amendment.


 


(f)
      Furthermore, notwithstanding the foregoing, this Agreement may be amended, supplemented or otherwise modified in accordance with
Section 10.16.


 


(g)
     Notwithstanding anything to the contrary herein, in connection with any amendment, modification, waiver or other action requiring
the consent or approval of the Required Lenders, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate,
to account for more than 49% of the amounts actually included in determining whether the threshold in the definition of Required
Lenders has been satisfied. The voting power of each Lender that is a Debt Fund Affiliate shall be reduced, pro rata, to
the extent necessary in order to comply with the immediately preceding sentence.


 


		10.2	Notices; Electronic Communications.



 


(a)    
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy),
and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business
Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when sent (except in the case of
a telecopy notice not given during normal business hours (New York time) for the recipient, which shall be deemed to have been
given at the opening of business on the next Business Day for the recipient), addressed as follows in the case of the Borrower
or the Agents, and as set forth in an administrative questionnaire





 






    -160-


     


    

 


delivered to the Administrative Agent in the case
of the Lenders, or to such Person or at such other address as may be hereafter notified by the respective parties hereto:


 


	The Borrower:	Scientific Games International, Inc.

 c/o Scientific Games Corporation

 6601 Bermuda Road

Las Vegas, Nevada 89119


Attention: Michael Quartieri, EVP & CFO


Telecopy: (702) 532-7699


Telephone: (702) 532-5936


Email: michael.quartieri@scientificgames.com


 


Attention: David Smail, EVP & CLO


Telephone:
(702) 532-7010


Email: david.smail@scientificgames.com







 





	With a copy (which
    shall not constitute notice) to:	Latham & Watkins LLP

555 11th Street Northwest


Suite 1000


Washington, DC 20016


Attention: Scott Forchheimer


Telecopy: (202) 637-2201


Telephone: (202) 637-3372







 


	Agents and Swingline Lender:	For Loan Borrowing Notices, Continuations, Conversions, and Payments:

Bank of America, N.A.


Building C, 2380 Performance Dr. 

Richardson,
TX 75082


Mail Code: TX2-984-03-23


Attention: Nora J. Taylor


Telecopy: 214-290-9673


Telephone: 469-201-9149


Email: nora.j.taylor@baml.com


 


For Financial Statements, Certificates, Other Information:


 


Bank of America, N.A.


901 Main Street


Dallas, Texas 75202


Mail Code: TX1-492-14-11


Attention: Ronaldo Naval


Telecopy: 877-511-6124


Telephone: 214-209-1162


Email: ronaldo.naval@baml.com







 


With a copy (which shall not





 






    -161-


     


    

 


	constitute notice) to:	Cahill Gordon & Reindel LLP

80 Pine Street


New York, New York 10005


Attention: Oleg
Rezzy


Telecopy: (212) 378-2724


Telephone: (212) 701-3490


Email: orezzy@cahill.com










 


	Issuing Lender:	Bank of America, N.A. 

Mail Code TX1-492-64-01

901 Main, 64th Floor


Dallas, Texas 75202


Attention:
Diane Dycus


Telecopy: 214.290.9468


Telephone: 214.209.0935


Email: diane.dycus@baml.com







 


provided that any notice, request or demand
to or upon the Agents, the Lenders or the Borrower shall not be effective until received.


 


(b)    
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant
to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to
Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Any 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.


 


(c)
    The Borrower hereby acknowledges that (i) the Administrative Agent and/or the Lead Arrangers will
make available to the Lenders, the Issuing Lenders and the Swingline Lender materials and/or information provided by or on behalf
of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks
or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, a “Public
Lender”) may have personnel who do not wish to receive information other than information that is publicly available,
or not material with respect to Holdings, the Borrower or its Subsidiaries, or their respective securities, for purposes of the
United States Federal and state securities laws (collectively, “Public Information”). The Borrower hereby agrees
that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that is Public Information
and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials
 “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lenders, the Swingline
Lender and the Lenders to treat such Borrower Materials as containing only Public Information (although it may be sensitive and
proprietary) (provided, however, that to the extent such Borrower Materials constitute Confidential Information,
they shall be treated as set forth in Section 10.14); (y) all Borrower Materials marked “PUBLIC” are permitted to
be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative
Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting
on a portion of the Platform not designated “Public Side Information”; provided that there is no requirement
that the Borrower identify any such information as “PUBLIC.”


 






    -162-


     


    

 





(d)
     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 Persons (collectively, the “Agent Parties”) have any liability
to the Borrower, any Lender, any Issuing Lender, the Swingline Lender 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, bad faith or willful misconduct of such Agent Party or any of its Related Persons; provided, however,
that in no event shall any Agent Party have any liability to the Borrower, any Lender, any Issuing Lender, the Swingline Lender
or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 


(e)    
Each of the Borrower, the Administrative Agent, each Issuing Lender and the Swingline Lender may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to such other Persons. Each other Lender may change
its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative
Agent, each Issuing Lender and the Swingline 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. Furthermore, each Public Lender agrees to
cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information”
or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate,
in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal securities
laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion
of the Platform and that may contain information other than Public Information.


 


(f)
     The Administrative Agent, the Issuing Lenders, the Swingline Lender and the Lenders shall be entitled to rely and act upon any
notices (including telephonic notices of borrowing) believed in good faith by the Administrative Agent to be 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. 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.


 


		10.3	No Waiver; Cumulative Remedies.



 


(a)             
No failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege
hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or





 






    -163-


     


    

 


privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


(b)             
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions
and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative
Agent in accordance with Section 8.1 for the benefit of all the Lenders, the Issuing Lenders and the Swingline Lender; provided,
however, that the foregoing shall not prohibit (i) each Agent from exercising on its own behalf the rights and remedies
that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Loan Documents, (ii) each Issuing Lender
from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Lender, as the case may be)
hereunder and under the other Loan Documents and the Swingline Lender from exercising the rights and remedies that inure to its
benefit (solely in its capacity as Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any
Lender from exercising setoff rights in accordance with 10.7(b) (subject to the terms of Section 10.7(a)), or (iv) any Lender
from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to
any Loan Party under any Debtor Relief Law.


 


10.4           
Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents
and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.


 


10.5           
Payment of Expenses; Indemnification. Except with respect to Taxes (other than any Taxes that represent losses, claims
or damages arising from any non-Tax claim), the Borrower agrees (a) to pay or reimburse each Agent for all of its reasonable and
documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable
to syndicate members) and the development, preparation, execution and delivery of this Agreement and the other Loan Documents
and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification hereto or thereto,
and, as to the Agents only, the administration of the transactions contemplated hereby and thereby, including the reasonable fees
and disbursements and other charges of a single firm of counsel to the Agents (plus one firm of special regulatory counsel and
one firm of local counsel per material jurisdiction as may reasonably be necessary in connection with collateral matters) in connection
with all of the foregoing, (b) to pay or reimburse each Lender and each Agent for all their reasonable and documented out-of-pocket
costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and
any such other documents referred to in Section 10.5(a) above (including all such costs and expenses incurred in connection with
any legal proceeding, including any proceeding under any Debtor Relief Law or in connection with any workout or restructuring),
including the documented fees and disbursements of a single firm of counsel and, if necessary, a single firm of special regulatory
counsel and a single firm of local counsel per material jurisdiction as may reasonably be necessary, for the Agents and the Lenders,
taken as a whole and, in the event of an actual or perceived conflict of interest, where the Agent or Lender affected by such
conflict informs the Borrower and thereafter retains its own counsel, one additional counsel for each Lender or Agent or group
of Lenders or Agents subject to such conflict and (c) to pay, indemnify or reimburse each Lender, each Agent, each Issuing Lender,
the Swingline Lender, each Lead Arranger, each Joint Bookrunner and their respective Affiliates, and their respective partners
that are natural persons, members that are natural persons, officers, directors, employees, trustees, advisors, agents and controlling
Persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any
kind or nature whatsoever, arising out





 






    -164-


     


    

 


of or in connection with any claim, action or proceeding
relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement,
the other Loan Documents and any such other documents referred to in Section 10.5(a) above and the transactions contemplated hereby
and thereby, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with
or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties
and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee
against the Borrower hereunder (all the foregoing in this clause (c), collectively, the “Indemnified Liabilities”);
provided that, the Borrower shall not have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities
to the extent such Indemnified Liabilities have resulted from (i) the gross negligence, bad faith or willful misconduct of such
Indemnitee or its Related Persons as determined by a court of competent jurisdiction in a final non-appealable decision (or settlement
tantamount thereto), (ii) a material breach of the Loan Documents by such Indemnitee or its Related Persons as determined by a
court of competent jurisdiction in a final non-appealable decision (or settlement tantamount thereto) or (iii) disputes solely
among Indemnitees or their Related Persons (it being understood that this clause (iii) shall not apply to the indemnification of
an Agent or Lead Arranger in a suit involving an Agent or Lead Arranger in its capacity as such that does not involve an act or
omission by any Parent Company, Holdings, Borrower or any of its Subsidiaries as determined by a court of competent jurisdiction
in a final non-appealable decision (or settlement tantamount thereto)). For purposes hereof, a “Related Person” of
an Indemnitee means (i) if the Indemnitee is any Agent or any of its Affiliates or their respective partners that are natural persons,
members that are natural persons, officers, directors, employees, agents and controlling Persons, any of such Agent and its Affiliates
and their respective officers, directors, employees, agents and controlling Persons; provided that solely for purposes of
Section 9, references to each Agent’s Related Persons shall also include such Agent’s trustees and advisors, and (ii)
if the Indemnitee is any Lender or any of its Affiliates or their respective partners that are natural persons, members that are
natural persons, officers, directors, employees, agents and controlling Persons, any of such Lender and its Affiliates and their
respective officers, directors, employees, agents and controlling Persons. All amounts due under this Section 10.5 shall be payable
promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5
shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may
be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall
survive repayment of the Obligations.


 


		10.6	Successors and Assigns; Participations and Assignments.



 


(a)
            The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of any Issuing Lender that issues any Letter of Credit), except that (i)
the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent
of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii)
subject to Sections 2.24 and 2.26(e), no Lender may assign or otherwise transfer its rights or obligations hereunder except in
accordance with this Section 10.6.


 


(b)          
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, assign
(other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”),
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans
at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed, it being understood
that it shall be deemed reasonable for the Borrower to withhold such consent in respect of a prospective





 






    -165-


     


    

 


Lender if the Borrower reasonably believes such prospective
Lender would constitute a Disqualified Institution) of:


 


(A)
     the Borrower; provided that no consent of the Borrower shall be required for an assignment of (x) Term Loans to a Lender,
an Affiliate of a Lender, or an Approved Fund (other than a Defaulting Lender), (y) Revolving Loans to a Revolving Lender, an
Affiliate of a Revolving Lender, or an Approved Fund of a Revolving Lender (other than a Defaulting Lender) or (z) any Loan or
Commitment if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person and provided
further, that a consent under this clause (A) shall be deemed given if the Borrower shall not have objected in writing to
a proposed assignment within ten Business Days after receipt by it of a written notice thereof from the Administrative Agent;
and


 


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


 


(C)
     in the case of an assignment under the Dollar Revolving Facility, each Dollar Issuing Lender and the Swingline Lender; and


 


(D)    
in the case of an assignment under the Multi-Currency Revolving Facility, each Multi-Currency Issuing Lender.


 


(ii)              
Subject to Sections 2.24 and 2.26(e), assignments shall be subject to the following additional conditions:


 


(A)
     except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the
assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in
such Assignment and Assumption) shall not be less than (x) $5,000,000, in the case of the Revolving Facilities or (y) $1,000,000,
in the case of the Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided that (1)
no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing
and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;


 


(B)    
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption or Affiliate
Lender Assignment and Assumption, as applicable, via an electronic settlement system acceptable to the Administrative Agent and
the Borrower (or, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 to be paid
by either the applicable assignor or assignee (which fee may be waived or reduced in the sole discretion of the Administrative
Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more
related Approved Funds; and


 


(C)    
the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable
tax forms.


 


For the purposes of this Section
10.6, “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions





 






    -166-


     


    

 


 


of credit in the ordinary course and that is administered
or managed by (I) a Lender, (II) an Affiliate of a Lender, (III) an entity or an Affiliate of an entity that administers or manages
a Lender or (IV) an entity or an Affiliate of an entity that is the investment advisor to a Lender. Notwithstanding the foregoing,
no Lender shall be permitted to make assignments under this Agreement to any Disqualified Institutions without the written consent
of the Borrower.


 


(iii)              
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified
in each Assignment and Assumption or Affiliate Lender Assignment and Assumption, as applicable, the Assignee thereunder shall be
a party hereto and, to the extent of the interest assigned by such Assignment and Assumption or Affiliate Lender Assignment and
Assumption, as applicable, 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 or Affiliate Lender Assignment and Assumption,
as applicable, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption or Affiliate
Lender Assignment and Assumption, as applicable, 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 subject to the obligations under and entitled
to the benefits of Sections 2.19, 2.20, 2.21, 10.5 and 10.14). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 10.6 (and will be required
to comply therewith), other than any sale to a Disqualified Institution, which shall be null and void.


 


(iv)              
The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its
offices 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 amount (and stated interest) of the Loans and L/C Obligations owing to, each
Lender pursuant to the terms hereof from time to time (the “Register”). The Borrower, the Administrative Agent,
the Issuing Lenders, the Swingline Lender and the Lenders shall 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 (and the entries in the Register shall be conclusive
absent demonstrable error for such purposes), notwithstanding notice to the contrary. The Register shall be available for inspection
by the Borrower, the Issuing Lenders, the Swingline Lender and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.


 


(v)              
Upon its receipt of a duly completed Assignment and Assumption or Affiliate Lender Assignment and Assumption, as applicable,
executed by an assigning Lender and an Assignee (except as contemplated by Sections 2.24 and 2.26(e)), the Assignee’s completed
administrative questionnaire (unless the Assignee shall already be a Lender hereunder) and all applicable tax forms, the processing
and recordation fee referred to in paragraph (b) of this Section 10.6 (unless waived by the Administrative Agent) and any written
consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and promptly record the information contained therein in the Register. No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 


(c)               
(i) Any Lender may, without the consent of any Person, in compliance with applicable law, sell participations (other than
to any Disqualified Institution) to one or more banks or other entities (a “Participant”), in all or a portion
of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans
owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender
shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Lenders, the Swingline Lender and the other Lenders shall continue to


 






    -167-


     


    

 


deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement
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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to the proviso to the
second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6,
the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21 (if such Participant
agrees to have related obligations thereunder) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section 10.6. Notwithstanding the foregoing, no Lender shall be permitted to sell participations
under this Agreement to any Disqualified Institutions without the written consent of the Borrower.


 


 


(ii)                A
Participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 
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 to such greater
amounts. No Participant shall be entitled to the benefits of Section 2.20  unless such
Participant complies with Section 2.20(d), (e) or (g), as (and to the extent) applicable, as if such Participant were a Lender.


 


(iii)              
Each Lender that sells a participation, acting solely for U.S. federal income tax purposes as a non-fiduciary agent of
the Borrower, shall maintain at one of its offices a register on which it enters the name and addresses of each Participant, and
the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this
Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose
all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating
to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement)
except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary
to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c)
of the Treasury Regulations and Section 1.163-5(b) of the Proposed Treasury Regulations (or any amended or successor version).
Unless otherwise required by the Internal Revenue Service, any disclosure required by the foregoing sentence shall be made by
the relevant Lender directly and solely to the Internal Revenue Service. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner
of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt,
the Administrative Agent (it its capacity as such) shall have no responsibility for maintaining a Participant Register.


 


(d)               
Any Lender may, without the consent of or notice to the Administrative Agent or the Borrower, at any time pledge or assign
a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any
pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority, and this Section 10.6
shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender
as a party hereto.


 


(e)               
The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring the
same (in the case of an assignment, following surrender by the assigning Lender of all Notes representing its assigned interests).


 






    -168-


     


    







 


(f)                
The Borrower may prohibit any assignment if it would require the Borrower to make any filing with any Governmental Authority
or qualify any Loan or Note under the laws of any jurisdiction and the Borrower shall be entitled to request and receive such information
and assurances as it may reasonably request from any Lender or any Assignee to determine whether any such filing or qualification
is required or whether any assignment is otherwise in accordance with applicable law.


 


(g)               
Notwithstanding anything to the contrary herein, any Lender may assign all or any portion of its Term Loans hereunder to
any Other Affiliate (including any Debt Fund Affiliate), but only if:


 


(i)                  no
Default has occurred and is continuing or would result therefrom;




 


(ii)                
the assigning Lender and Other Affiliate purchasing such Lender’s Term Loans, shall execute and deliver to the Administrative
Agent an assignment agreement substantially in the form of Exhibit E hereto (an “Affiliate Lender Assignment and Assumption”)
in lieu of an Assignment and Assumption;


 


(iii)              
after giving effect to such assignment, Other Affiliates (other than Debt Fund Affiliates) shall not, in the aggregate,
own or hold Term Loans with an aggregate principal amount in excess of 20% of the principal amount of all Term Loans then outstanding
(calculated as of the date of such purchase); and


 


(iv)              
such Other Affiliate (other than Debt Fund Affiliates) shall (A) at the time of such assignment affirm the No Undisclosed
Information Representation, (B) at all times thereafter be subject to the voting restrictions specified in Section 10.1 and (C)
at the time of any sale by it of any portion of such Term Loans, Refinancing Term Loans or New Term Loans (other than a sale to
another Other Affiliate), affirm the No Undisclosed Information Representation.


 


(h)               
Notwithstanding anything to the contrary herein, any Lender may assign all or any portion of its Term Loans hereunder to
Holdings or any of its Subsidiaries, but only if:


 


(i)                  (A)
such assignment is made pursuant to a Dutch Auction open to all Term Lenders on a pro rata basis or (B) such assignment
is made as an Open Market Purchase;


 


(ii)                 no
Default has occurred and is continuing or would result therefrom;




 


(iii)              
Holdings or its Subsidiary, as applicable, shall at the time of such assignment affirm the No Undisclosed Information Representation;


 


(iv)              
any such Term Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by Holdings or
any of its Subsidiaries; and


 


(v)              
Holdings and its Subsidiaries do not use the proceeds of the Revolving Facilities (whether or not the Revolving Facilities
have been increased pursuant to Section 2.25 or refinanced pursuant to Section 10.1) to acquire such Term Loans.


 


(i)                
Except as provided in Sections 10.6(g) and (h), none of the Sponsor, any Other Affiliate, Holdings or any of its Subsidiaries
may acquire by assignment, participation or otherwise any right to or interest in any of the Commitments or Loans hereunder (and
any such attempted acquisition shall be null and void).


 






    -169-


     


    

 


(j)                 Notwithstanding
anything to the contrary herein, (i) Other Affiliates (other than Debt Fund Affiliates) shall not have any right to attend
(including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any other Lender
to which representatives of the Borrower are not then present, (ii) Other Affiliates (other than Debt Fund Affiliates) shall
not have any right to receive any information or material prepared by the Administrative Agent or any other Lender or any
communication by or among the Administrative Agent and one or more other Lenders, except to the extent such information or
materials have been made available to the Borrower or their representatives, (iii)  no
assignments in respect of the Revolving Facilities may be made to the Sponsor or any Affiliate of the Sponsor and (iv)
neither the Sponsor nor any Affiliate of the Sponsor (other than Debt Fund Affiliates) may be entitled to receive advice of
counsel to the Agents or other Lenders and none of them shall challenge any assertion of attorney-client privilege by any
Agent or other Lender.


 


(k)               
Notwithstanding anything to the contrary contained herein, the replacement of any Lender pursuant to Section 2.24 or 2.26(e)
shall be deemed an assignment pursuant to Section 10.6(b) and shall be valid and in full force and effect for all purposes under
this Agreement.


 


(l)                
Any assignor of a Loan or Commitment or seller of a participation hereunder shall be entitled to rely conclusively on a
representation of the assignee Lender or purchaser of such participation in the relevant Assignment and Assumption or participation
agreement, as applicable, that such assignee or purchaser is not a Disqualified Institution. None of the Lead Arrangers, the Joint
Bookrunners or the Agents shall have any responsibility or liability for monitoring the list or identities of, or enforcing provisions
relating to, Disqualified Institutions.


 


10.7              Adjustments;
Set off.


 


(a)               
Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders
under a particular Facility, if any Lender (a “Benefited Lender”) shall at any time receive any payment of
all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily,
by setoff, pursuant to events or proceedings of the nature referred to in Section 8.1(f), or otherwise) in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Obligations,
such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other
Lender’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary
to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided,
however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender,
such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.


 


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


 






    -170-


     


    







 


10.8             
Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of
an executed signature page of this Agreement by facsimile or electronic (i.e., “pdf” or “tiff”) transmission
shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.


 


10.9              
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


10.10           
Integration. This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Agents
and the Lenders with respect to the subject matter hereof and thereof.


 


10.11            GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS TO THE
EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY. 


 


10.12
           Submission to Jurisdiction; Waivers. Each party
hereto hereby irrevocably and unconditionally:


 


(a)               
submits for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Documents
and any Letter of Credit to which it is a party to the exclusive general jurisdiction of the Supreme Court of the State of New
York for the County of New York (the “New York Supreme Court”), and the United States District Court for the
Southern District of New York (the “Federal District Court” and, together with the New York Supreme Court,
the “New York Courts”), and appellate courts from either of them; provided that nothing in this Agreement
shall be deemed or operate to preclude (i) any Agent from bringing suit or taking other legal action in any other jurisdiction
to realize on the Collateral or any other security for the Obligations (in which case any party shall be entitled to assert any
claim or defense, including any claim or defense that this Section 10.12 would otherwise require to be asserted in a legal action
or proceeding in a New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or the
Collateral Agent, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement
of any judgment and (iii) if all such New York Courts decline jurisdiction over any person, or decline (or in the case of the
Federal District Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding
may be brought with respect thereto in another court having jurisdiction;


 


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


 






    -171-


     


    







 


(c)               
agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered
or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.2
or at such other address of which the Administrative Agent shall have been notified pursuant thereto;


 


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


 


(e)               
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding
referred to in this Section 10.12 any special, exemplary, punitive or consequential damages (provided that such waiver shall
not limit the indemnification obligations of the Loan Parties to the extent such special, exemplary, punitive or consequential
damages are included in any third party claim with respect to which the applicable Indemnitee is entitled to indemnification under
Section 10.5).


 


10.13           Acknowledgments.
The Borrower hereby acknowledges that:




 


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


 


(b)               
neither the Agents nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection
with this Agreement or any of the other Loan Documents, and the relationship between the Agents and Lenders, on the one hand, and
the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;


 


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


 


(d)               
no advisory or agency relationship between it and any Agent or Lender (in their capacities as such) is intended to be or
has been created in respect of any of the transactions contemplated hereby,


 


(e)               
the Agents and the Lenders, on the one hand, and the Borrower, on the other hand, have an arms-length business relationship,


 


(f)                
the Borrower is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of
the transactions contemplated hereby and by the other Loan Documents,


 


(g)               
each of the Agents and the Lenders is engaged in a broad range of transactions that may involve interests that differ from
the interests of the Borrower and none of the Agents or the Lenders has any obligation to disclose such interests and transactions
to the Borrower by virtue of any advisory or agency relationship, and


 


(h)               
none of the Agents or the Lenders (in their capacities as such) has advised the Borrower as to any legal, tax, investment,
accounting or regulatory matters in any jurisdiction (including the validity, enforceability, perfection or avoidability of any
aspect of any of the transactions contemplated hereby under applicable law, including the U.S. Bankruptcy Code or any consents
needed in connection therewith), and none of the Agents or the Lenders (in their


 






    -172-


     


    







 


capacities as such) shall have
any responsibility or liability to the Borrower with respect thereto and the Borrower has consulted with its own advisors regarding
the foregoing to the extent it has deemed appropriate.


 


To the fullest extent permitted by law, the Borrower
hereby waives and releases any claims that it may have against the Agents and the Lenders with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


10.14
          Confidentiality. Each of the Agents and the Lenders
agree to treat any and all information, regardless of the medium or form of communication, that is disclosed, provided or furnished,
directly or indirectly, by or on behalf of the Borrower or any of its Affiliates in connection with this Agreement or the transactions
contemplated hereby (including any potential amendments, modifications or waivers, or any request therefor), whether furnished
before or after the Closing Date (“Confidential Information”), as strictly confidential and not to use Confidential
Information for any purpose other than evaluating the Transactions, the Bally Transactions, the Amendment No. 2 Transactions,
the Amendment No. 3 Transactions or the Amendment No. 4 Transactions (as applicable) and negotiating, making available, syndicating
and administering this Agreement (the “Agreed Purposes”). Without limiting the foregoing, each Agent and each
Lender agrees to treat any and all Confidential Information with adequate means to preserve its confidentiality, and each Agent
and each Lender agrees not to disclose Confidential Information, at any time, in any manner whatsoever, directly or indirectly,
to any other Person whomsoever, except (1) to its partners that are natural persons, members that are natural persons, directors,
officers, employees, counsel, advisors, trustees and Affiliates (collectively, the “Representatives”), to the
extent necessary to permit such Representatives to assist in connection with the Agreed Purposes (it being understood that the
Representatives to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and
instructed to keep such Confidential Information confidential, with the applicable Agent or Lender responsible for the breach
of this Section 10.14 by such Representatives as if they were party hereto), (2) to any pledgee referred to in Section 10.6(d)
and prospective Lenders and participants in connection with the syndication (including secondary trading) of the Facilities and
Commitments and Loans hereunder (excluding any Disqualified Institution), in each case who are informed of the confidential nature
of the information and agree to observe and be bound by standard confidentiality terms at least as favorable to the Borrower and
its Affiliates as those contained in this Section 10.14, (3) to any party or prospective party (or their advisors) to any swap,
derivative or similar transaction under which payments are made by reference to the Borrower and the Obligations, this Agreement
or payments hereunder, in each case who are informed of the confidential nature of the information and agree to observe and be
bound by standard confidentiality terms at least as favorable to the Borrower and its Affiliates as those contained in this Section
10.14, (4) upon the request or demand of any Governmental Authority having or purporting to have jurisdiction over it, (5) in
response to any order of any Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, provided,
that in the case of clauses (4) and (5), the disclosing Agent or Lender, as applicable, agrees, to the extent practicable and
not prohibited by applicable Law, to notify the Borrower prior to such disclosure and cooperate with the Borrower in obtaining
an appropriate protective order, (6) to the extent reasonably required or necessary, in connection with any litigation or similar
proceeding relating to the Facilities, (7) information that has been publicly disclosed other than in breach of this Section 10.14,
(8) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency
that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect
to such Lender or in connection with examinations or audits of such Lender, (9) to the extent reasonably required or necessary,
in connection with the exercise of any remedy under the Loan Documents, (10) to the extent the Borrower has consented to such
disclosure in writing, (11) to any other party to this Agreement, or (12) by the Administrative Agent to the extent reasonably
required or necessary to obtain a CUSIP for any Loans or Commitment hereunder, to the CUSIP Service Bureau.


 



    -173-


     


    







 


Each Agent and each Lender acknowledges that (i) Confidential
Information includes information that is not otherwise publicly available and that such non-public information may constitute confidential
business information which is proprietary to the Borrower and/or its Affiliates and (ii) the Borrower has advised the Agents and
the Lenders that it is relying on the Confidential Information for its success and would not disclose the Confidential Information
to the Agents and the Lenders without the confidentiality provisions of this Agreement. All information, including requests for
waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course of administering, this
Agreement will be syndicate-level information, which may contain material non-public information about the Borrower and its Affiliates
and their related parties or their respective securities. Accordingly, each Lender represents to the Borrower and the Administrative
Agent that it has identified in its administrative questionnaire a credit contact who may receive information that may contain
material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities
laws. Notwithstanding any other provision of this Agreement, any other Loan Document or any Assignment and Assumption, the provisions
of this Section 10.14 shall survive with respect to each Agent and Lender until the second anniversary of such Agent or Lender
ceasing to be an Agent or a Lender, respectively.


 


10.15           Release
of Collateral and Guarantee Obligations; Subordination of Liens.


 


(a)               
Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in
connection with any Disposition of Property permitted by the Loan Documents or any Loan Party becoming an Excluded Subsidiary,
the Collateral Agent shall (without notice to, or vote or consent of, any Lender, or any Affiliate of any Lender that is a party
to any Specified Hedge Agreement or documentation in respect of Cash Management Obligations) execute and deliver all releases reasonably
necessary or desirable to evidence the release of Liens created in any Collateral being Disposed of in such Disposition (including
any assets of any Loan Party that becomes an Excluded Subsidiary) or of such Excluded Subsidiary, as applicable, and to provide
notices of the termination of the assignment of any Property for which an assignment had been made pursuant to any of the Loan
Documents which is being Disposed of in such Disposition or of such Excluded Subsidiary, as applicable, and to release any Guarantee
Obligations under any Loan Document of any Person being Disposed of in such Disposition or which becomes an Excluded Subsidiary,
as applicable. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed
of (other than Property Disposed of Holdings or any of its Restricted Subsidiaries) or of a Loan Party which becomes an Excluded
Subsidiary, as applicable, shall no longer be deemed to be repeated once such Property is so Disposed of.


 


(b)               
Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than (x)
obligations in respect of any Specified Hedge Agreement or Cash Management Obligations and (y) any contingent or indemnification
obligations not then due) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding
that is not cash collateralized or backstopped or otherwise supported in a manner reasonably satisfactory to the Issuing Lender
thereof, upon the request of the Borrower, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, or
any Affiliate of any Lender that is a party to any Specified Hedge Agreement or documentation in respect of Cash Management Obligations)
take such actions as shall be required to release its security interest in all Collateral, and to release all Guarantee Obligations
under any Loan Document, whether or not on the date of such release there may be outstanding Obligations in respect of Specified
Hedge Agreements or Cash Management Obligations or contingent or indemnification obligations not then due. Any such release of
Guarantee Obligations shall be deemed subject to the provision that such Guarantee Obligations shall be reinstated if after such
release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored
or returned upon the insolvency, bankruptcy, dissolution, liquidation or


 






    -174-


     


    

 


reorganization of the Borrower or any
Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer
for, the Borrower or any Guarantor or any substantial part of its Property, or otherwise, all as though such payment had not been
made.


 


(c)
              Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in
connection with any Liens permitted by the Loan Documents, the Collateral Agent shall (without notice to, or vote or consent of,
any Lender) take such actions as shall be required to subordinate the Lien on any Collateral to any Lien permitted under Section
7.3.


 


 


10.16         
Accounting Changes. In the event that any Accounting Change (as defined below) shall occur and such change results
in a change in the method of calculation of financial ratios, covenants, standards or terms in this Agreement, then following
notice either from the Borrower to the Administrative Agent or from the Administrative Agent to the Borrower (which the Administrative
Agent shall give at the request of the Required Lenders), the Borrower and the Administrative Agent agree to enter into negotiations
in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result
that the criteria for evaluating Holdings’ financial condition and covenant capacities shall be the same after such Accounting
Changes as if such Accounting Changes had not been made. If any such notices are given then, regardless of whether such notice
is given prior to or following such Accounting Change, until such time as such an amendment shall have been executed and delivered
by the Borrower, the Administrative Agent and the Required Lenders and have become effective, all financial ratios, covenants,
standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred.
Any amendment contemplated by the prior sentence shall become effective upon the consent of the Required Lenders, it being understood
that a Lender shall be deemed to have consented to and executed such amendment if such Lender has not objected in writing within
five Business Days following receipt of notice of execution of the applicable amendment by the Borrower and the Administrative
Agent, it being understood that the posting of an amendment referred to in the preceding sentence electronically on IntraLinks/IntraAgency
or another relevant website with notice of such posting by the Administrative Agent to the Lenders shall be deemed adequate receipt
of notice of such amendment. “Accounting Changes” refers to changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute
of Certified Public Accountants or, if applicable, the SEC, in each case, occurring after the Closing Date, including any change
to IFRS contemplated by the definition of “GAAP.” Without limiting the foregoing, for purposes of determining compliance
with any provision of this Agreement, the determination of whether a lease is to be treated as an operating lease or capital lease
shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation
of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal.


 


 


10.17           WAIVERS
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND FOR
ANY COUNTERCLAIM THEREIN. 


 


10.18         
USA PATRIOT ACT. Each Lender hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot
Act (Title III of Publ. 107 56 (signed into law October 26, 2001)) (the “USA Patriot Act”), it is required to obtain,
verify and record information that identifies the Loan Parties, which information includes the name and address of such Loan Parties
and other information that will allow such Lender to identify the Loan Parties in accordance with the USA Patriot Act, and the
Borrower


 






    -175-


     


    

 


agrees to provide such information from
time to time to any Lender or Agent reasonably promptly upon request from such Lender or Agent.


 


10.19         
Effect of Certain Inaccuracies. In the event that any financial statement delivered pursuant to Section 6.1(a) or
(b) or any Compliance Certificate delivered pursuant to Section 6.2(b) is inaccurate, and such inaccuracy, if corrected, would
have led to the application of a higher Applicable Margin or Applicable Commitment Fee Rate for any period (an “Applicable
Period”) than the Applicable Margin or Applicable Commitment Fee Rate for such Applicable Period, then (i) promptly
following the correction of such financial statement by the Borrower, the Borrower shall deliver to the Administrative Agent a
corrected financial statement and a corrected Compliance Certificate for such Applicable Period,


 


(ii)              
the Applicable Margin and Applicable Commitment Fee Rate for the Test Period preceding the delivery of such corrected financial
statement and Compliance Certificate shall be determined based on the corrected Compliance Certificate for such Applicable Period
and (iii) the Borrower shall promptly pay to the Administrative Agent the accrued additional interest or commitment fees owing
as a result of such increased Applicable Margin or Applicable Commitment Fee Rate for such Test Period. This Section 10.19 shall
not limit the rights of the Administrative Agent or the Lenders hereunder, including under Section 8.1.


 


10.20         
Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable
to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law
(collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”)
that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable
law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall
be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of
such Loan but were not payable as a result of the operation of this Section 10.20 shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until
such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have
been received by such Lender.


 


10.21         
Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative
Agent, any Issuing Lender, the Swingline Lender or any Lender, or the Administrative Agent, any Issuing Lender, the Swingline
Lender 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, such Issuing Lender, Swingline Lender 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, each Issuing Lender and
the Swingline Lender 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 Effective Rate from time to time in effect. The obligations
of the Lenders, the Issuing Lenders and the Swingline Lender under clause (b) of the preceding sentence shall survive the payment
in full of the Obligations and the termination of this Agreement.


 


10.22         
Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “execute,”
 “signed,” “signature,” and words of like import in or related to any document to be signed in connection
with this Agreement and the transactions contemplated hereby (including


 






    -176-


     


    

 


without
limitation Assignment and Assumptions, amendments or other notices of borrowing, waivers and consents) shall be deemed to include
electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by
the Administrative Agent, 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; provided that notwithstanding anything contained herein to the contrary the Administrative Agent
is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the
Administrative Agent pursuant to procedures approved by it.


 


10.23         
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in
any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability
is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to,
and acknowledges and agrees to be bound by:


 


(a)             the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender that is an EEA Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:




 


 (i)            a reduction in full or in part or cancellation of any such liability;




 


(ii)           a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under
this Agreement or any other Loan Document; or


 


(iii)          the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of
any EEA Resolution Authority.


 


10.24         
Flood Matters. Each of the parties hereto acknowledges and agrees that, any increase, extension, or renewal of any
of the Loans or Commitments shall be subject to (and conditioned upon) the prior delivery of “life-of-loan” Federal
Emergency Management Agency standard flood hazard determinations with respect to each Mortgaged Property, and, to the extent any
Mortgaged Property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be
a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by
the Borrower and (ii) evidence of flood insurance as required by Section 6.5 hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    -177-


     


    







 


IN WITNESS WHEREOF, each of the parties
hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.


 


	 	SCIENTIFIC GAMES INTERNATIONAL,
    INC., as Borrower
	 	 
	 	By:	                      
	 	 	Name:
	 	 	Title:
	 	 
	 	SCIENTIFIC GAMES CORPORATION,
    as Holdings
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


     


    

 


	 	BANK OF AMERICA, N.A., as Administrative
    Agent and Collateral Agent
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	BANK OF AMERICA, N.A., as Issuing
    Lender, Swingline Lender and a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


     


    

 


		[●], as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: