Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT dated as of March 27, 2009, to the
Credit Agreement, dated as of June 9, 2008 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among
SCIENTIFIC GAMES INTERNATIONAL, INC., a Delaware corporation (the “Borrower”),
SCIENTIFIC GAMES CORPORATION, a Delaware corporation (“Holdings”), the
several lenders from time to time parties thereto, and JPMORGAN CHASE BANK,
N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS:


 


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


 


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


 


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


 


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


 


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


 


(a)  Amendment to Section 1.1 of
the Credit Agreement.  Section 1.1
of the Credit Agreement is hereby amended by adding the following definitions
in the appropriate alphabetical order:


 


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


 


“Debenture Reserve Amount”: an amount
equal to the Net Cash Proceeds received by the Loan Parties after the date of
the Amendment and prior to the Convertible Debentures Repurchase Date from (a) the
issuance by Holdings of shares of its Capital Stock (other than Disqualified
Stock), or the issuance of Permitted Additional Senior Indebtedness or Permitted
Additional Subordinated Debt, or Indebtedness under the Incremental Facilities,
to the extent that the Borrower, by notice to the Administrative Agent,
identifies the amount thereof as being for the purpose of redeeming Convertible


 

















 


Senior Subordinated
Debentures and (b) any Asset Sales (up to a maximum of $125,000,000 Net
Cash Proceeds in the aggregate) with respect to which a Reinvestment Notice is
timely given; provided that (i) the Debenture Reserve Amount shall
not at any time exceed the outstanding principal amount of the Convertible
Senior Subordinated Debentures, and shall be reduced to zero on the Convertible
Debentures Repurchase Date; and (ii) to the extent the Debenture Reserve
Amount is increased as a result of Assets Sales, the Debenture Reserve Amount
will be decreased if and to the extent that Term Loans are prepaid in lieu of
reinvesting the Net Cash Proceeds therefrom pursuant to a Reinvestment Notice.


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


“Permitted Add-Backs”:  (a) up to $18,753,000 in the aggregate
of (i) charges associated with reductions in workforce in the fourth
fiscal quarter of 2008, (ii) reserves for operating losses associated with
the Borrower’s Oklahoma contract and (iii) reserves associated with the
shutdown of the Borrower’s Mexican lottery operations, (b) up to a maximum
of $15,000,000 of charges incurred during the 12-month period commencing on March 1,
2009, in connection with (i) reductions in workforce and (ii) 
contract losses, discontinued operations, shutdown expenses and cost-reduction
initiatives, and (c) reasonable and customary costs and fees incurred in
connection with the Amendment; provided that Permitted Add-Backs shall
not be deducted in determining Consolidated EBITDA for any purpose other than
calculating the Consolidated Leverage Ratio or the Consolidated Senior Debt
Ratio.


 


(b)  Amendment to definition of “Applicable
Margin”.  The defined term “Applicable
Margin”, as defined in Section 1.1 of the Credit Agreement, is hereby
amended by amending and restating the definition in its entirety as follows:


 


“Applicable Margin”:  for any day with respect to a Loan, the
applicable rate per annum set forth below under the caption “Applicable Margin
for Eurocurrency Loans” or “Applicable Margin for Base Rate Loans”, as the case
may be, based upon the Consolidated Leverage Ratio as of the most recent
determination date; provided that prior to the date on which the
financial statements specified in Section 7.1 for the first fiscal quarter
ended after the Effective Date are required to be delivered, the Applicable
Margin shall be deemed to be as specified in Category 2; provided  further
that, notwithstanding the paragraph set forth beneath the table below, from the
Amendment Effective Date (as that term is defined in the Amendment) to the date
the Compliance Certificate for the third fiscal quarter of 2009 is delivered
pursuant to Section 7.2(b)(ii), the Applicable Margin for Eurocurrency
Loans (including for the purposes of Section 3.9) shall be deemed to be
3.00% and the Applicable Margin for Base Rate Loans shall be deemed to be
2.00%.


 


3

















 




	
  Consolidated Leverage Ratio

  	
   

  	
  Applicable Margin

  for Eurocurrency

  Loans

  	
   

  	
  Applicable Margin for

  Base Rate Loans

  	
   

  
	
  Category 1

  Greater than or equal to 4.00:1.00

  	
   

  	
  3.00

  	
  %

  	
  2.00

  	
  %

  
	
  Category 2

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

  	
   

  	
  2.75

  	
  %

  	
  1.75

  	
  %

  
	
  Category 3

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

  	
   

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  
	
  Category 4

  Less than 2.75:1.00 but greater than or equal to 2.25:1.00

  	
   

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  
	
  Category 5

  Less than 2.25:1.00

  	
   

  	
  2.00

  	
  %

  	
  1.00

  	
  %

  






 


For purposes of the foregoing, the Applicable
Margin shall be adjusted, on and after the first Adjustment Date (as defined
below) occurring after the Effective Date, based on changes in the Consolidated
Leverage Ratio, with such adjustments to become effective on the date (the “Adjustment
Date”) that is three Business Days after the date on which the relevant
financial statements are delivered to the Lenders pursuant to Section 7.1
and to remain in effect until the next adjustment to be effected pursuant to
this paragraph.  If any financial
statements referred to above are not delivered within the time periods
specified in Section 7.1, then, until the date that is three Business Days
after the date on which such financial statements are delivered, the highest
rate set forth in each column of the grid above shall apply.  On each Adjustment Date, the Applicable
Margin shall be adjusted to be equal to the Applicable Margin opposite the
Category determined to exist on such Adjustment Date from the financial
statements relating to such Adjustment Date.


 


(c)  Amendment to definition of “Consolidated
EBITDA”.  The defined term “Consolidated
EBITDA”, as defined in Section 1.1 of the Credit Agreement, is hereby
amended by amending and restating the definition in its entirety as follows:


 


“Consolidated EBITDA”:  for any period, Consolidated Net Income for
such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period, the
sum of (a) income tax expense, (b) interest expense, amortization or
write-off of debt discount and debt issuance costs and commissions, discounts
and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation
and amortization expense, (d) amortization of intangibles (including, but
not limited to, goodwill) and organization costs, (e) the earnout payments
with respect to the Global Draw Acquisition, the Games Media Acquisition, the
Racing Venue Acquisition and any Permitted Acquisitions (including any loss or
expense with respect to earnout payments with respect to such acquisitions), (f) any
extraordinary charges or losses determined in accordance with 


 


4

















 


GAAP, (g) non-cash
stock-based compensation expenses, (h) any expenses, charges or losses
incurred after the Effective Date resulting from the Peru Investments in an
aggregate amount (for all periods combined) not to exceed $3,000,000, (i) the
non-cash portion of any non-recurring write-offs or write-downs as required in
accordance with GAAP, (j) any advisory fees and related expenses paid to
advisory firms in connection with Permitted Acquisitions and (k) any
Permitted Add-Backs; provided that such amounts do not include (i) write-offs
or write-downs of accounts receivable or inventory and (ii) except with
respect to the Permitted Add-Backs, any write-off or write-down to the extent
it is in respect of cash payments to be made in a future period and minus,
to the extent included in the statement of such Consolidated Net Income for
such period, the sum of (a) interest income,  (b) any extraordinary income or gains
determined in accordance with GAAP and (c) any income or gains with
respect to earnout payments with respect to any acquisitions referred to in
clause (e).  For the purposes of
calculating Consolidated EBITDA for any period of four consecutive fiscal quarters
(each, a “Reference Period”) pursuant to any determination of the
Consolidated Leverage Ratio and the Consolidated Senior Debt Ratio, (i) if
at any time during such Reference Period Holdings or any Subsidiary shall have
made any Material Disposition, the Consolidated EBITDA for such Reference
Period shall be reduced by an amount equal to the Consolidated EBITDA (if
positive) attributable to the property that is the subject of such Material
Disposition for such Reference Period or increased by an amount equal to the
Consolidated EBITDA (if negative) attributable thereto for such Reference
Period and (ii) if during such Reference Period Holdings or any Subsidiary
shall have made a Material Acquisition, Consolidated EBITDA for such Reference
Period shall be calculated after giving pro forma effect thereto as if such
Material Acquisition occurred on the first day of such Reference Period.


 


(d)  Amendment to definition of “Consolidated
Total Debt”.  The defined term “Consolidated
Total Debt”, as defined in Section 1.1 of the Credit Agreement, is
hereby amended by amending and restating the definition in its entirety as
follows:


 


“Consolidated Total Debt”:  at any date, the aggregate principal amount
of all Indebtedness of Holdings and its Subsidiaries at such date, determined
on a consolidated basis and required to be reflected on Holding’s balance sheet
in accordance with GAAP, provided that (a) for purposes of
determining the Consolidated Leverage Ratio as of any date of determination
prior to the earlier of the Convertible Debentures Repurchase Date, and the
date the Convertible Senior Subordinated Debentures are redeemed in full, cash
and Cash Equivalents of the Loan Parties (to the extent that such cash and Cash
Equivalents are (i) available to the Loan Parties without any restriction
that would impair the application thereof to pay Indebtedness within three
Business Days and (ii) not subject to any Liens other than (A) Liens
created under the Loan Documents or (B) Liens arising by operation of law,
or bankers Liens and brokers Liens arising under customary account agreements
entered into in the ordinary course of business, in each case that do not
impair access to such cash or Cash Equivalents), up to the Debenture Reserve
Amount at such determination date, will be netted against the then outstanding
principal amount of the Convertible Senior Subordinated Debentures (and
Consolidated Total Debt thereby reduced to the extent of such netting), and (b) for
purposes of determining the Consolidated Leverage Ratio and the Consolidated
Senior Debt Ratio as 


 


5

















 


of any date of determination
prior to the Convertible Debentures Repurchase Date, neither (i) the
earnout payable with respect to the Global Draw Acquisition, upon their
becoming due and payable, nor (ii) the principal amount of the GD Earnout
Notes, shall be included as Indebtedness in the calculation of Consolidated
Total Debt.


 


(e)  Amendment to definition of “Revolving
Termination Date”. The defined term “Revolving Termination Date”, as
defined in Section 1.1 of the Credit Agreement, is hereby amended by
amending and restating the definition in its entirety as follows:


 


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


 


(f)  Amendment to definition of “Term
Loan Maturity Date”.  The defined
term “Term Loan Maturity Date”, as defined in Section 1.1 of the
Credit Agreement, is hereby amended by amending and restating the definition in
its entirety as follows:


 


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


 


6

















 


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


 


(g)  Addition of Section 3.15 of
the Credit Agreement.  The Credit
Agreement is hereby amended by the addition of Section 3.15, as follows:


 


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


 


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


 


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


 


(b)  If any Lender becomes a Defaulting
Lender, on the Business Day that the Borrower is required to deposit of cash
collateral pursuant to paragraph (a)(i)(B) above, the Borrower shall make
such deposit in an account with the Administrative Agent, in the name of the
Administrative Agent and for the benefit of the Swingline Lenders or Issuing
Lenders as applicable.  Each such deposit
shall be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower and the Defaulting Lender under
this Agreement.  The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account.  Other
than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the


 


7





















 


Administrative Agent and at the Borrower’s risk and expense, such
deposits shall not bear interest. 
Interest or profits, if any, on such investments shall be remitted to
the Borrower promptly by the Administrative Agent unless a Default has occurred
and is continuing.  Cash collateral
deposited pursuant to paragraph (a)(i)(B) above in respect of any
Defaulting Lender shall be applied by the Administrative Agent to such
Defaulting Lender’s obligations in respect of Swingline Loans or L/C
Obligations.  If the Borrower is required
to provide an amount of cash collateral hereunder pursuant to paragraph (a)(i)(B) above,
such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after such amount is no longer required in
order to comply with paragraph (a)(i)(B) above (and no Event of Default
has occurred and is continuing).


 


(h)  Amendment to Section 4.13
of the Credit Agreement.  Section 4.13
of the Credit Agreement is hereby amended by replacing the words “defaults in
its obligation to make Loans hereunder” immediately following “or (b)”, with
the words “is a Defaulting Lender at the time”.


 


(i)  Amendment to Section 8.2 of
the Credit Agreement.  Section 8.2
of the Credit Agreement is hereby amended by deleting “and” at the end of
clause (n) thereof, inserting”; and” in lieu of the period at the end of
clause (o) thereof and inserting a new clause (p) as follows:


 


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


 


SECTION 2.  Amendment Fees.  The Borrower agrees to pay to the Administrative
Agent for the account of each Lender that executes and delivers a counterpart
of this Amendment to the Administrative Agent (or its counsel) at or prior to
3:00 p.m., New York City time, on March 27, 2009, an amendment fee
(the “Amendment Fees”)
in an amount equal to 0.25% of the sum of (i) the aggregate principal
amount of Term Loans of such Lender, and (ii) the Revolving Commitments
(whether used or unused) of such Lender as of such date; provided that the Borrower shall
have no liability for any such Amendment Fees if this Amendment does not become
effective in accordance with Section 4 below.  Such Amendment Fees shall be payable in
immediately available funds on, and subject to the occurrence of, the Amendment
Effective Date (as defined below).


 


SECTION 3.  Representations and Warranties.  Holdings and the Borrower hereby represent
and warrant on the Amendment Effective Date (as defined below) to the
Administrative Agent and each Lender that:


 


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


 


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


 


8





















 


SECTION 4.  Conditions Precedent.  This Amendment shall become effective as
of the date of the satisfaction of the following conditions precedent (the “Amendment
Effective Date”):


 


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


 


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


 


SECTION 5.  Credit Agreement.  Except as specifically stated herein, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof.


 


SECTION 6.  Miscellaneous.


 


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


 


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


 


(c)  GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


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


 


[signature pages to follow]


 


9

















 


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


 


 


	
   

  	
  SCIENTIFIC
  GAMES INTERNATIONAL, INC.,

  as Borrower,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
          /s/
  Robert C. Becker

  
	
   

  	
   

  	
  Name:

  	
  Robert
  C. Becker

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  



 


10
















 


	
   

  	
  SCIENTIFIC
  GAMES CORPORATION.,

  as Holdings and a Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Robert C. Becker

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Robert C. Becker

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP & Treasurer

  



 


11

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  as Administrative Agent,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  /s/Ralph Totoonchie

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Ralph Totoonchie

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


12

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27,
  2009, TO THE CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC
  GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  JP MORGAN CHASE BANK, N.A., AS A LENDER

  



 


 


	
   

  	
   

  	
  by

  	
  /s/Ralph Totoonchie

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Ralph Totoonchie

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


13

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27,
  2009, TO THE CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC
  GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  RAYMOND JAMES BANK, FSB

  



 


 


	
   

  	
   

  	
  by

  	
  /s/ Andrew D. Hahn

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Andrew D. Hahn

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


14

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27,
  2009, TO THE CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC
  GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  AIB Debt Management Ltd.

  



 


 


	
   

  	
   

  	
  by

  	
  /s/ Joseph Augustini

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Joseph Augustini

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  Investment Advisor to

  AIB Debt Management, Limited

  



 


 


	
   

  	
   

  	
  by

  	
  /s/ Edwin Holmes

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Edwin Holmes

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  Investment Advisor to

  AIB Debt Management, Limited

  



 


15
















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27,
  2009, TO THE CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC
  GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  Allied Irish Banks, p.l.c.

  



 


 


	
   

  	
   

  	
  by

  	
    /s/ Joseph Augustini

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Joseph Augustini

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


 


	
   

  	
   

  	
  by

  	
    /s/ Edwin Holmes

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Edwin Holmes

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  



 


16

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27,
  2009, TO THE CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC
  GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  Dryden XI – Leveraged Loan CDO 2005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by Prudential
  Investment Management, Inc., as Collateral Manager

  



 


	
   

  	
   

  	
  by

  	
    /s/ Steven J. Collins

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven J. Collins

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP

  



 


17

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27,
  2009, TO THE CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC
  GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  Dryden XVI – Leveraged Loan CDO 2005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by Prudential
  Investment Management, Inc., as Collateral Manager

  



 


	
   

  	
   

  	
  by

  	
    /s/ Steven J. Collins

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven J. Collins

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP

  



 


18

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27,
  2009, TO THE CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC
  GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  Dryden VII — Leveraged Loan CDO 2005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by Prudential
  Investment Management, Inc., as Collateral Manager

  



 


	
   

  	
   

  	
  by

  	
    /s/ Steven J. Collins

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven J. Collins

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP

  



 


19

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27,
  2009, TO THE CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC
  GAMES INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  Dryden VIII — Leveraged Loan CDO 2005

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by Prudential
  Investment Management, Inc., as Collateral Manager

  



 


	
   

  	
   

  	
  by

  	
    /s/ Steven J. Collins

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Steven J. Collins

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP

  



 


20
















 


	
   

  	
   

  	
  SIGNATURE
  PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE CREDIT AGREEMENT
  DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC.,
  SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY THERETO, AND JPMORGAN CHASE
  BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name
  of Institution:

  	
  Fifth
  Third Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
    /s/
  George B. Davis

  
	
   

  	
   

  	
   

  	
  Name:

  	
  George
  B. Davis

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


21

















 


	
   

  	
   

  	
  SIGNATURE
  PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE CREDIT AGREEMENT
  DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC.,
  SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY THERETO, AND JPMORGAN CHASE
  BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name
  of Institution:

  	
  Bank
  of America, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
    /s/
  Justin Lien

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Justin
  Lien

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


22

















 


 


	
   

  	
   

  	
  SIGNATURE
  PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE CREDIT AGREEMENT
  DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC.,
  SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY THERETO, AND JPMORGAN CHASE
  BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name
  of Institution:

  	
  Israel
  Discount Bank of New York

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
    /s/
  Richard Tripaldi

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard
  Tripaldi

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Assistant
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
    /s/
  David Acosta

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Acosta

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
						



 


23

















 


 


	
   

  	
   

  	
  SIGNATURE
  PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE CREDIT AGREEMENT
  DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC.,
  SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY THERETO, AND JPMORGAN CHASE
  BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name
  of Institution:

  	
  TORONTO
  DOMINION (TEXAS) LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
    /s/
  Debbi L. Brito

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Debbi
  L. Brito

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


24

















 


	
   

  	
   

  	
  SIGNATURE
  PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE CREDIT AGREEMENT
  DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC.,
  SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY THERETO, AND JPMORGAN CHASE
  BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name
  of Institution:

  	
  STATE
  BANK OF INDIA,

  
	
   

  	
   

  	
  LOS ANGELES AGENCY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
    /s/
  K.S.S. Naidu

  
	
   

  	
   

  	
   

  	
  Name:

  	
  K.S.S.
  Naidu

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
  (Credit &
  Operations)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
						



 


25
















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  UBS Loan Finance LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Marie A. Haddad

  
	
   

  	
   

  	
  Name:

  	
  Maria A. Haddad

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  Banking Products

  Services, US

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Mary E. Evans

  
	
   

  	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  Banking Products

  Services, US

  
					



 


26

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  UBS AG Stamford Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Marie A. Haddad

  
	
   

  	
   

  	
  Name:

  	
  Maria A. Haddad

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  Banking Products

  Services, US

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Mary E. Evans

  
	
   

  	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  Banking Products

  Services, US

  
					



 


27

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Pierre Bury

  
	
   

  	
   

  	
  Name:

  	
  Pierre Bury

  
	
   

  	
   

  	
  Title:

  	
  VP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


28

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  Bayerische Hypo-und Vereinsbank AG

  
	
   

  	
   

  	
  New York Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ William W. Hunter

  
	
   

  	
   

  	
  Name:

  	
  William W. Hunter

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Elaine Tung

  
	
   

  	
   

  	
  Name:

  	
  Elaine Tung

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


29

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  The Governor & Company of the Bank of Ireland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Edward A. Boyle

  
	
   

  	
   

  	
  Name:

  	
  Edward A. Boyle

  
	
   

  	
   

  	
  Title:

  	
  Sr. Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Louise O’Connor

  
	
   

  	
   

  	
  Name:

  	
  Louise O’Connor

  
	
   

  	
   

  	
  Title:

  	
  VP

  
					



 


30
















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  by: PPM America
  Inc., as Attorney-in-fact, on behalf of Jackson National Life Insurance
  Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
     /s/ David C. Wagner

  
	
   

  	
   

  	
  Name:

  	
  David C. Wagner

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


31

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  HSBC Bank USA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Elizabeth Peck

  
	
   

  	
   

  	
  Name:

  	
  Elizabeth Peck

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


32

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY THERETO,
  AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  Hua Nan Commercial Bank, Ltd.

  
	
   

  	
   

  	
  New York Agency

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Henry Hsiah

  
	
   

  	
   

  	
  Name:

  	
  Henry Hsiah

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


33

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  RZB FINANCE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ John A. Valiska

  
	
   

  	
   

  	
  Name:

  	
  John A. Valiska

  
	
   

  	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ Marta Miller

  
	
   

  	
   

  	
  Name:

  	
  Marta Miller

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


34

















 


	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Institution:

  	
   

  	
  ING Capital LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
    /s/ William James

  
	
   

  	
   

  	
  Name:

  	
  William James

  
	
   

  	
   

  	
  Title:

  	
  MD

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


35
















 


	
   

  	
   

  	
   

  	
  SIGNATURE
  PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE CREDIT AGREEMENT
  DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC.,
  SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY THERETO, AND JPMORGAN CHASE
  BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name
  of Institution:

  	
   

  	
  The
  Bank of Nova Scotia

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
    /s/
  M.R. Bradley

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  M.R.
  Bradley

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


36

















 


	
   

  	
   

  	
   

  	
  SIGNATURE
  PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE CREDIT AGREEMENT DATED
  AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC
  GAMES CORPORATION,, THE LENDERS PARTY THERETO, AND JPMORGAN CHASE BANK, N.A.,
  AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name
  of Institution:

  	
   

  	
  United
  Overseas Bank Limited, New York Agency

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
    /s/
  George Lim

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  George
  Lim

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  SVP
  & GM

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
    /s/
  Mario Sheng

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Mario
  Sheng

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  AVP

  



 


37

















 


	
   

  	
   

  	
   

  	
  SIGNATURE
  PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE CREDIT AGREEMENT DATED
  AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC
  GAMES CORPORATION,, THE LENDERS PARTY THERETO, AND JPMORGAN CHASE BANK, N.A.,
  AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name
  of Institution:

  	
   

  	
  CHANG
  HWA COMMERCIAL BANK, LTD,

  
	
   

  	
   

  	
   

  	
  NEW
  YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
    /s/
  Jim C.Y Chen

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Jim
  C.Y Chen

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  VP &
  General Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


38

















 


	
   

  	
   

  	
   

  	
  SIGNATURE
  PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE CREDIT AGREEMENT
  DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC.,
  SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY THERETO, AND JPMORGAN CHASE
  BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name
  of Institution:

  	
   

  	
  Sumitomo
  Mitsui Banking Corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
    /s/
  Yoshihiro Hyakutome

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Yoshihiro
  Hyakutome

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  General
  Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


39

















 


	
   

  	
   

  	
   

  	
  SIGNATURE
  PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE CREDIT AGREEMENT DATED
  AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC
  GAMES CORPORATION,, THE LENDERS PARTY THERETO, AND JPMORGAN CHASE BANK, N.A.,
  AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name
  of Institution:

  	
   

  	
  Bayerische
  Landesbank, New York Branch

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
    /s/
  Elke Videgain

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Elke
  Videgain

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Second
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
    /s/
  Rolf Siebert

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Rolf
  Siebert

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  First
  Vice President

  



 


40
















 


	
   

  	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE CREDIT
  AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL,
  INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY THERETO, AND JPMORGAN
  CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Institution:

  	
   

  	
  THE BANK OF EAST ASIA, LIMITED

  
	
   

  	
   

  	
   

  	
  NEW YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
    /s/ Kenneth A. Pettis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Kenneth A. Pettis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
    /s/ Kitty Sin

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Kitty Sin

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


41

















 


	
   

  	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Institution:

  	
   

  	
  BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  by

  	
    /s/ Charles Stewart

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Charles Stewart

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


42

















 


	
   

  	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Name of Institution:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CRÉDIT INDUSTRIEL ET COMMERCIAL

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Anthony Rock

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anthony Rock

  	
   

  
	
   

  	
   

  	
  Title:

  	
   
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Marcus Edward

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marcus Edward

  	
   

  
	
   

  	
   

  	
  Title:

  	
   
  Managing Director

  
									



 


43

















 


	
   

  	
   

  	
   

  	
  SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE
  CREDIT AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES
  INTERNATIONAL, INC., SCIENTIFIC GAMES CORPORATION,, THE LENDERS PARTY
  THERETO, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of Institution:

  
	
   

  	
   

  	
  Taipei Fubon
  Commercial Bank,

  	
   

  
	
   

  	
   

  	
  New York
  Agency

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
  /s/ Michael Tan

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Michael Tan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP & General Manager

  
							



 


44