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EXHIBIT 10.27    
  


         EXECUTION COPY  


 




  


$340,000,000  


 CREDIT AGREEMENT  


 among  


 SCIENTIFIC GAMES CORPORATION,

as Borrower,  


 The Several Lenders

from Time to Time Parties Hereto,  


 BEAR STEARNS CORPORATE LENDING INC.,

as Syndication Agent,  


 and  


 THE BANK OF NEW YORK,

as Administrative Agent  


 



Dated as of December 19, 2002  


 





BEAR, STEARNS & CO. INC., as Sole Lead Arranger and Sole Bookrunner  


 BNY CAPITAL MARKETS, INC., as Co-Arranger  






  



 
 

TABLE OF CONTENTS    
  



	 
	 	 
	 	Page

	Section 1.      	 	DEFINITIONS	 	1
	1.1.    	 	Defined Terms	 	1
	1.2.    	 	Other Definitional Provisions	 	21
	1.3.    	 	Currency Conversion	 	21
	

Section 2.      	
 	

AMOUNT AND TERMS OF TERM COMMITMENTS	
 	

22
	2.1.    	 	Term Commitments	 	22
	2.2.    	 	Procedure for Term Loan Borrowing	 	22
	2.3.    	 	Repayment of Term Loans	 	22
	

Section 3.      	
 	

AMOUNT AND TERMS OF REVOLVING COMMITMENTS	
 	

23
	3.1.    	 	Revolving Commitments	 	23
	3.2.    	 	Procedure for Revolving Loan Borrowing	 	24
	3.3.    	 	Swingline Commitment	 	24
	3.4.    	 	Procedure for Swingline Borrowing; Refunding of Swingline Loans	 	24
	3.5.    	 	Commitment Fees, etc.	 	26
	3.6.    	 	Termination or Reduction of Revolving Commitments	 	26
	3.7.    	 	L/C Commitment	 	26
	3.8.    	 	Procedure for Issuance of Letter of Credit	 	26
	3.9.    	 	Fees and Other Charges	 	27
	3.10.  	 	L/C Participations	 	27
	3.11.  	 	Reimbursement Obligation of the Borrower	 	28
	3.12.  	 	Obligations Absolute	 	29
	3.13.  	 	Letter of Credit Payments	 	29
	3.14.  	 	Applications	 	29
	3.15.  	 	Foreign Currency Subfacility	 	29
	3.16.  	 	Procedure for Foreign Currency Loan Borrowings	 	30
	3.17.  	 	Foreign Currency Loan Fees, Commissions and Other Charges	 	30
	3.18.  	 	Participations in Foreign Currency Loans	 	30
	

Section 4.      	
 	

AMOUNTS AND TERMS OF ADDITIONAL COMMITMENTS	
 	

32
	4.1.    	 	Revolving Credit Commitment Increases	 	32
	

Section 5.      	
 	

GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT	
 	

33
	5.1.    	 	Optional Prepayments	 	33
	5.2.    	 	Mandatory Prepayments	 	33
	5.3.    	 	Conversion and Continuation Options	 	35
	5.4.    	 	Limitations on Eurocurrency Tranches	 	35
	5.5.    	 	Interest Rates and Payment Dates	 	35
	5.6.    	 	Computation of Interest and Fees	 	36
	5.7.    	 	Inability to Determine Interest Rate	 	36
	5.8.    	 	Pro Rata Treatment and Payments	 	37
	5.9.    	 	Requirements of Law	 	38
	5.10.  	 	Taxes	 	40
	5.11.  	 	Indemnity	 	42
	5.12.  	 	Change of Lending Office	 	42
	5.13.  	 	Replacement of Lenders	 	42
	5.14.  	 	Evidence of Debt	 	43
	5.15.  	 	Illegality	 	43



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	5.16.  	 	Foreign Currency Exchange Rate	 	43
	

Section 6.      	
 	

REPRESENTATIONS AND WARRANTIES	
 	

44
	6.1.    	 	Financial Condition	 	44
	6.2.    	 	No Change	 	44
	6.3.    	 	Corporate Existence; Compliance with Law	 	44
	6.4.    	 	Power; Authorization; Enforceable Obligations	 	45
	6.5.    	 	No Legal Bar	 	45
	6.6.    	 	Litigation	 	45
	6.7.    	 	No Default	 	45
	6.8.    	 	Ownership of Property; Liens	 	45
	6.9.    	 	Intellectual Property	 	45
	6.10.  	 	Taxes	 	46
	6.11.  	 	Federal Regulations	 	46
	6.12.  	 	Labor Matters	 	46
	6.13.  	 	ERISA	 	46
	6.14.  	 	Investment Company Act; Other Regulations	 	46
	6.15.  	 	Subsidiaries	 	46
	6.16.  	 	Use of Proceeds	 	47
	6.17.  	 	Environmental Matters	 	47
	6.18.  	 	Accuracy of Information, etc.	 	47
	6.19.  	 	Security Documents	 	48
	6.20.  	 	Solvency	 	48
	6.21.  	 	Senior Indebtedness	 	48
	6.22.  	 	Regulation H	 	49
	6.23.  	 	Material Contracts	 	49
	

Section 7.      	
 	

CONDITIONS PRECEDENT	
 	

49
	7.1.    	 	Conditions to Initial Extension of Credit	 	49
	7.2.    	 	Conditions to Each Extension of Credit	 	52
	

Section 8.      	
 	

AFFIRMATIVE COVENANTS	
 	

52
	8.1.    	 	Financial Statements	 	52
	8.2.    	 	Certificates; Other Information	 	52
	8.3.    	 	Payment of Obligations	 	53
	8.4.    	 	Maintenance of Existence; Compliance	 	53
	8.5.    	 	Maintenance of Property; Insurance	 	54
	8.6.    	 	Inspection of Property; Books and Records; Discussions	 	54
	8.7.    	 	Notices	 	54
	8.8.    	 	Environmental Laws	 	55
	8.9.    	 	Additional Collateral, etc.	 	55
	8.10.  	 	Further Assurances	 	57
	8.11.  	 	Connecticut Lottery Corporation	 	57
	8.12.  	 	Pledge of Foreign Subsidiary Stock	 	57
	8.13.  	 	Post-Closing Matters	 	57
	

Section 9.      	
 	

NEGATIVE COVENANTS	
 	

58
	9.1.    	 	Financial Condition Covenants.	 	58
	9.2.    	 	Indebtedness	 	60
	9.3.    	 	Liens	 	61
	9.4.    	 	Fundamental Changes	 	62
	9.5.    	 	Disposition of Property	 	63



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	9.6.    	 	Restricted Payments	 	63
	9.7.    	 	Capital Expenditures	 	64
	9.8.    	 	Investments	 	65
	9.9.    	 	Optional Payments and Modifications of Certain Debt Instruments	 	66
	9.10.  	 	Transactions with Affiliates	 	67
	9.11.  	 	Sales and Leasebacks	 	67
	9.12.  	 	Changes in Fiscal Periods	 	67
	9.13.  	 	Negative Pledge Clauses	 	67
	9.14.  	 	Clauses Restricting Subsidiary Distributions	 	67
	9.15.  	 	Lines of Business	 	68
	9.16.  	 	Hedge Agreements	 	68
	

Section 10.    	
 	

EVENTS OF DEFAULT	
 	

68
	

Section 11.    	
 	

THE AGENTS	
 	

71
	11.1.  	 	Appointment	 	71
	11.2.  	 	Delegation of Duties	 	71
	11.3.  	 	Exculpatory Provisions	 	71
	11.4.  	 	Reliance by Agents	 	71
	11.5.  	 	Notice of Default	 	72
	11.6.  	 	Non-Reliance on Agents and Other Lenders	 	72
	11.7.  	 	Indemnification	 	72
	11.8.  	 	Agent in Its Individual Capacity	 	73
	11.9.  	 	Successor Administrative Agent	 	73
	11.10.	 	Agents Generally	 	73
	11.11.	 	The Lead Arranger	 	73
	

Section 12.    	
 	

MISCELLANEOUS	
 	

74
	12.1.  	 	Amendments and Waivers	 	74
	12.2.  	 	Notices	 	75
	12.3.  	 	No Waiver; Cumulative Remedies	 	76
	12.4.  	 	Survival of Representations and Warranties	 	76
	12.5.  	 	Payment of Expenses and Taxes	 	76
	12.6.  	 	Successors and Assigns; Participations and Assignments	 	77
	12.7.  	 	Adjustments; Set-off	 	80
	12.8.  	 	Counterparts	 	81
	12.9.  	 	Severability	 	81
	12.10.	 	Integration	 	81
	12.11.	 	GOVERNING LAW	 	81
	12.12.	 	Submission To Jurisdiction; Waivers	 	81
	12.13.	 	Acknowledgments	 	82
	12.14.	 	Releases of Guarantees and Liens	 	82
	12.15.	 	Confidentiality	 	82
	12.16.	 	WAIVERS OF JURY TRIAL	 	82
	12.17.	 	Delivery of Addenda	 	83
	12.18.	 	Conversion of Currencies	 	83
	12.19.	 	Interest Rate Limitation	 	83




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	ANNEX:	 	 	 	 
	

A	
 	

Pricing Grid	
 	

 
	

SCHEDULES:	
 	

 	
 	

 
	1.1(a)	 	Mortgaged Property	 	 
	1.1(b)	 	Specified Hedge Agreements	 	 
	3.7	 	Existing Letters of Credit	 	 
	6.4	 	Consents, Authorizations, Filings and Notices	 	 
	6.6	 	Litigation	 	 
	6.15(a)	 	Subsidiaries	 	 
	6.15(b)	 	Outstanding Equity Commitments	 	 
	6.19(a)	 	UCC Filing Jurisdictions	 	 
	6.19(b)	 	Mortgage Filing Jurisdictions	 	 
	6.22	 	Regulation H	 	 
	6.23	 	Material Contracts	 	 
	7.1(k)	 	Title Policy Insured Amount	 	 
	9.2(d)	 	Existing Indebtedness	 	 
	9.3(l)	 	Existing Liens	 	 
	9.8(f)	 	Existing Investments	 	 
	9.13(c)	 	Specified Contracts—Negative Pledge	 	 
	9.13(d)	 	Specified Contracts—Prohibition of Assignment	 	 
	

EXHIBITS:	
 	

 	
 	

 
	

A	
 	

Form of Guarantee and Collateral Agreement	
 	

 
	B	 	Form of Compliance Certificate	 	 
	C	 	Form of Closing Certificate	 	 
	D-1	 	New Lender Supplement	 	 
	D-2	 	Commitment Increase Supplement	 	 
	E	 	Form of Mortgage	 	 
	F	 	Form of Assignment and Assumption	 	 
	G-1	 	Form of Legal Opinion of Kramer Levin Naftalis & Frankel LLP	 	 
	G-2	 	Form of Legal Opinion of Martin E. Schloss	 	 
	H	 	Form of Exemption Certificate	 	 
	I-1	 	Form of Term Note	 	 
	I-2	 	Form of Revolving Note	 	 
	I-3	 	Form Swingline Note	 	 
	J	 	Form of Addendum	 	 




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        CREDIT AGREEMENT, dated as of December 19, 2002, among SCIENTIFIC GAMES CORPORATION, a Delaware corporation (the "Borrower"), the
several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), BEAR, STEARNS &
CO. INC., as sole lead arranger and sole bookrunner (in such capacity, the "Lead Arranger"), BNY CAPITAL MARKETS, INC., as
co-arranger (in such capacity, the "Co-Arranger"), BEAR STEARNS CORPORATE LENDING INC., as syndication agent (in such
capacity, the "Syndication Agent"), and THE BANK OF NEW YORK, as administrative agent (in such capacity, the "Administrative
Agent"). 


W I T N E S S E T H:  


        WHEREAS, the Borrower is party to the Amended and Restated Credit Agreement, dated as of October 6, 2000 (as amended, supplemented or otherwise modified
through the date hereof, the "Existing Credit Agreement"), among the Borrower, the financial institutions from time to time parties thereto, DLJ Capital
Funding, Inc., as administrative agent, syndication agent, lead arranger and sole bookrunning manager, Lehman Commercial Paper Inc., as documentation agent, and Lehman
Brothers Inc., as co-arranger; 


        WHEREAS,
the Borrower desires to repay the indebtedness under the Existing Credit Agreement and terminate the Existing Credit Agreement (the
"Refinancing") and has requested that the Lenders hereto make available credit facilities, the proceeds of which will be used to finance the Refinancing
and for general corporate purposes; and 


        WHEREAS,
the Lenders have agreed to make such credit facilities available upon and subject to the terms and conditions set forth herein; 


        NOW,
THEREFORE, in consideration of the premises and agreements set forth herein, 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. 


        "Addendum": with respect to any initial Lender, a Lender Addendum, substantially in the form of Exhibit J, to be executed and
delivered by such Lender on the Closing Date as provided in Section 12.17. 


        "Adjustment Date": as defined in the Pricing Grid. 


        "Administrative Agent": as defined in the preamble to this Agreement. 


        "Affected Foreign Currency": as defined in Section 5.7(c). 


        "Affiliate": as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to
any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting
securities or by contract or otherwise. 


        "Agents": the collective reference to the Syndication Agent, the Lead Arranger and the Administrative Agent, which term shall include, for
purposes of Section 11 only, the Issuing Lender. 


        "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, (ii) the amount of such
Lender's Revolving Commitment 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 Aggregate Exposure of all Lenders at such time. 


        "Agreement": this Credit Agreement. 


        "Agreement Currency": as defined in Section 12.18(b). 


        "Applicable Creditor": as defined in Section 12.18(b). 


        "Applicable Margin": a rate per annum equal to, (i) with respect to Revolving Loans and Swingline Loans, (x) that are
Eurocurrency Loans denominated in Dollars, 2.75% and (y) that are Base Rate Loans, 1.75%, and (ii) with respect to Term Loans, (A) that are Eurocurrency Loans, 3.50% and
(B) that are Base Rate Loans, 2.50%; provided, that, on and after the first Adjustment Date (as defined in the Pricing Grid) occurring after the
date which is six months after the Closing Date, the Applicable Margin with respect to Revolving Loans and Swingline Loans will be determined pursuant to the Pricing Grid. 


        "Application": an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a
Letter of Credit. 


        "Approved Fund": with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests in commercial
loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor. 


        "Asset Sale": any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by
clause (a), (b), (c), (d) or (f) of Section 9.5) that yields Net Cash Proceeds to any Group Member (valued at the initial principal amount thereof in the case of
non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $5,000,000. 


        "Assignee": as defined in Section 12.6(b). 


        "Assignment and Assumption": an Assignment and Assumption, substantially in the form of Exhibit F. 


        "Available Revolving Commitment": as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such
Lender's Revolving Commitment then in effect over (b) such Lender's Revolving Extensions of Credit then outstanding; provided that, in calculating any
Lender's Revolving Extensions of Credit for the purpose of determining such Lender's Available Revolving Commitment pursuant to
Section 3.5, the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero. 


        "Base Rate": for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. For purposes hereof:
"Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Reference Lender as its prime rate in effect at its
principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by the Reference Lender in connection with extensions of credit to debtors). Any change
in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively. 


        "Base Rate Loans": Loans the rate of interest applicable to which is based upon the Base Rate. 


        "Benefitted Lender": as defined in Section 12.7(a). 


2





 



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


        "Borrower": as defined in the preamble to this Agreement. 


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


        "Business": as defined in Section 6.17(b). 



        "Business Day": a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by
law to close, provided, that (a) when used in connection with a Eurocurrency Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in deposits in the applicable currency in the London interbank market and (b) when used in connection with a Foreign Currency Loan, the term "Business Day" shall
also exclude any day on which banks in (i) the jurisdiction of the account to which the proceeds of such Loan are to be disbursed and (ii) the jurisdiction in which payments of principal
of and interest on such Loan are to made are authorized or required by law to close. 



        "Calculation Date": with respect to each Foreign Currency, the fifteenth and last day of each calendar month (or, if such day is not a
Business Day, the next succeeding Business Day), provided that (a) the second Business Day preceding each Borrowing Date with respect to any
Foreign Currency Loans in a Foreign Currency shall also be a "Calculation Date" with respect to such Foreign Currency and (b) solely for purposes of determining the Dollar Equivalent of the
fees payable pursuant to Section 3.17(b), the Business Day immediately preceding the date of such payment shall be a "Calculation Date" with respect to each Foreign Currency. 



        "Capital Expenditures": for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries
for (a) the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such
period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries, (b) the purchase or development of computer software or systems to the extent
such expenditures are capitalized on the consolidated balance sheet of the Borrower and its Subsidiaries in conformity with GAAP and (c) deferred installation costs; provided that, Capital
Expenditures shall not include expenditures recorded as consideration paid in connection with acquisitions permitted by Section 9.8(k) or any
other related expenditure made substantially contemporaneously therewith. 


        "Capital Lease Obligations": as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of
such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. 


        "Capital Stock": any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. 


        "Cash Collateral Account": as defined in Section 5.2(f). 


        "Cash Equivalents": (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or
issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time
deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized 


3





 




under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-1 by
Standard & Poor's Ratings Services ("S&P") or P-1 by Moody's Investors Service, Inc.
("Moody's"), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing
ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the
requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government;
(e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political
subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing
authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody's; (f) securities with maturities of six months or less from the date of acquisition backed by
standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) shares of Dollar denominated money market mutual
or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition or money market funds that (i) comply with the
criteria set forth in Securities and Exchange Conversion Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and
(iii) have portfolio assets of at least $5,000,000,000 or (h) in the case of Subsidiaries doing business outside of the United States, substantially similar investments to those set
forth in clauses (a) through (g) above denominated in foreign currencies; provided that, references to the United States shall be deemed
to mean foreign countries having a sovereign rating of A or better from either S&P or Moody's. 


        "Charges": as defined in Section 12.19. 


        "Closing Date": the date on which the conditions precedent set forth in Section 7.1 shall have been satisfied, which date is
December 19, 2002. 


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



        "Collateral": all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any
Security Document. 


        "Commitment": as to any Lender, the sum of the Term Commitment and the Revolving Commitment of such Lender. 


        "Commitment Fee Rate": 0.50% per annum. 


        "Commitment Increase Supplement": each Commitment Increase Supplement delivered pursuant to Section 4.1, substantially in the form
of Exhibit D-2. 


        "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 of the Code. 


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


        "Conduit Lender": any special purpose entity organized and administered by any Lender for the purpose of making Loans otherwise required
to be made by such Lender and designated by such Lender in a written instrument, subject to the consent of the Administrative Agent and the Borrower (which consent shall not be unreasonably
withheld); provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a
Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to
deliver all consents 


4





 




and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall
(a) be entitled to receive any greater amount pursuant to Section 5.9, 5.10, 5.11 or 12.5 than the designating Lender would have been entitled to receive in respect of the extensions of
credit made by such Conduit Lender or (b) be deemed to have any Commitment. 


        "Confidential Information Memorandum": the Confidential Information Memorandum dated October, 2002 and furnished to the Lenders. 



        "Consolidated Current Assets": at any date, all amounts (other than cash and Cash Equivalents) 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 the Borrower and its 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 the Borrower and its Subsidiaries at such date, but excluding any Indebtedness of the Borrower and its Subsidiaries. 



        "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 writeoff 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 and (e) any extraordinary charges or losses determined in accordance with GAAP and minus,  to the extent included in the
statement of such Consolidated Net Income for such period, the sum of (a) interest income and (b) any extraordinary income or gains
determined in accordance with GAAP. 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 the
Borrower 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 the Borrower 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. As used in this
definition, "Material Acquisition" means any acquisition of property or series of related acquisitions of property that (a) constitutes assets
comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by
the Borrower and its Subsidiaries in excess of $5,000,000; and "Material Disposition" means any Disposition of property or series of related
Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of $5,000,000. 



        "Consolidated Fixed Charge Coverage Ratio": for any period, the ratio of (a) Consolidated EBITDA for such period to
(b) Consolidated Fixed Charges for such period. 


        "Consolidated Fixed Charges": for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period,
(b) scheduled payments made during such period on account of principal of Indebtedness of the Borrower or any of its Subsidiaries (including scheduled principal payments in respect of the Term
Loans), (c) the amount of Restricted Payments made in cash during such period as permitted by Section 9.6 (other than Section 9.6(a) and clause (y) in
Section 9.6(b)) and (d) cash taxes actually paid by the Borrower and its Subsidiaries during such period. 


5





 



        "Consolidated Interest Coverage Ratio": for any period, the ratio of (a) Consolidated EBITDA for such period to
(b) Consolidated Interest Expense for such period. 


        "Consolidated Interest Expense": for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of
the Borrower and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers' acceptance financing and net costs under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in
accordance with GAAP), provided that, Consolidated Interest Expense shall be calculated without giving effect to any interest expense resulting from
(x) any write-off of deferred financing costs associated with the Refinancing recorded on or prior to December 31, 2002, (y) the write-off of premium paid
and any deferred financing costs associated with the repurchase or redemption of the Senior Subordinated Notes prior to the Closing Date or, after the Closing Date, on or prior to December 31,
2002, as permitted by clause (a) of Section 9.9, and (z) any costs associated with the termination of Hedge Agreements in connection with the Refinancing recorded on or prior to
December 31, 2002. 


        "Consolidated Leverage Ratio": as of the last day of any period, the ratio of (a) Consolidated Total Debt on such day to
(b) Consolidated EBITDA for such period. 


        "Consolidated Net Income": for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP (prior to giving effect to the payment of any dividends paid on the Convertible Preferred Stock), provided  that Consolidated Net Income shall be calculated
without giving effect to (x) any write-off of deferred financing costs associated with the Refinancing
recorded on or prior to December 31, 2002, (y) the write-off of premium paid and any deferred financing costs associated with the repurchase or redemption of the Senior
Subordinated Notes prior to the Closing Date or, after the Closing Date, on or prior to December 31, 2002 as permitted by clause (a) of Section 9.9, and (z) any costs
associated with the termination of Hedge Agreements in connection with the Refinancing recorded on or prior to December 31, 2002; provided, further,  that there shall be excluded (a) the income
(or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or
consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries
has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the
undistributed earnings of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the
terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary. 


        "Consolidated Senior Debt": all Consolidated Total Debt other than the Senior Subordinated Notes. 


        "Consolidated Senior Debt Ratio": as of the last day of any period, the ratio of (a) Consolidated Senior Debt on such day to
(b) Consolidated EBITDA for such period. 


        "Consolidated Total Debt": at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries at such
date, determined on a consolidated basis and required to be reflected on the Borrower's balance sheet in accordance with GAAP. 


        "Consolidated Working Capital": at any date, the excess of Consolidated Current Assets on such date over  Consolidated Current Liabilities on such date. 



        "Continuing Directors": the directors of the Borrower on the Closing Date and each other director, if, in each case, such other director's
nomination for election to the board of directors of the Borrower is recommended by a majority of the then Continuing Directors. 


6





 



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


        "Conversion Date": any date on which either (a) an Event of Default under Section 10(f) has occurred or (b) the
Commitments shall have been terminated prior to the Revolving Termination Date and/or the Loans shall have been declared immediately due and payable, in either case pursuant to Section 10. 



        "Convertible Preferred Stock": the Borrower's Series A Convertible Preferred Stock outstanding as of the Closing Date. 


        "Default": any of the events specified in Section 10, whether or not any requirement for the giving of notice, the lapse of time,
or both, has been satisfied. 


        "Disposition": with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition
thereof. The terms "Dispose" and "Disposed of" shall have correlative meanings. 



        "Dollar Equivalent": at any time as to any amount denominated in a Foreign Currency, the equivalent amount in Dollars as determined by the
Administrative Agent at such time on the basis of the Exchange Rate for the purchase of Dollars with such Foreign Currency on the most recent Calculation Date for such Foreign Currency. 


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


        "Domestic Subsidiary": any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States. 



        "ECF Percentage": 50%; provided, that, with respect to any fiscal year of the Borrower,
the ECF Percentage shall be reduced to 0% if the Consolidated Leverage Ratio as of the last day of such fiscal year is not greater than 2.5 to 1.0. 


        "Environmental Laws": any and all laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental
Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as have
been, are now, or may at any time hereafter be in effect. 


        "ERISA": the Employee Retirement Income Security Act of 1974, as amended from time to time. 


        "Eurocurrency Base Rate": with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, the rate per annum
determined on the basis of the rate for deposits in Dollars (or, in the case of a Eurocurrency Loan that is a Foreign Currency Loan, the applicable Foreign Currency) for a period equal to such
Interest Period commencing on the first day of such Interest Period appearing on Page 3750 (or on the Page for the applicable Foreign Currency) of the Telerate screen as of 11:00 A.M., New York
City time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 (or on the Page for the applicable Foreign Currency) of the
Telerate screen (or otherwise on such screen), the "Eurocurrency Base Rate" shall be determined by reference to such other comparable publicly available
service for displaying Eurocurrency rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered
Dollar deposits (or, in the case of a Eurocurrency Loan that is a Foreign Currency Loan, deposits in the applicable Foreign Currency) at or about 11:00 A.M., local time, two Business Days prior
to the beginning of such Interest Period in the interbank eurocurrency market where its eurocurrency and foreign currency and exchange operations are then being conducted for delivery on the first day
of such Interest Period for the number of days comprised therein. 


7





 



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



        "Eurocurrency Rate": with respect to each day during each Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined
for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%): 


                Eurocurrency
Base Rate                

1.00 – Eurocurrency Reserve Requirements 


        "Eurocurrency Reserve Requirements": for any day as applied to a Eurocurrency Loan, the aggregate (without duplication) of the maximum
rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including 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": with respect to any Facility, the collective reference to Eurocurrency Loans in the same currency under such
Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same
day). 


        "Event of Default": any of the events specified in Section 10, provided that any
requirement for the giving of notice, the lapse of time, or both, has been satisfied. 


        "Excess Cash Flow": for any fiscal year of the Borrower, the excess, if any, of (a) the sum, without duplication, of
(i) Consolidated Net Income for such fiscal year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated
Net Income, (iii) decreases in Consolidated Working Capital for such fiscal year, (iv) the aggregate net amount of non-cash loss on the Disposition of Property by the
Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income,
(v) the aggregate amount of increases in consolidated long-term liabilities, other than increases in non-cash liabilities for which the offsetting debit is reflected in
the other comprehensive income component of consolidated stockholders' equity in accordance with GAAP and (vi) the aggregate amount of decreases in consolidated long-term assets,
other than (A) decreases attributable to amortization of capitalized costs to purchase or develop computer software and systems and (B) decreases attributable to cash consideration
received for any Dispositions of Property by the Borrower and its Subsidiaries during such period over (b) the sum, without duplication, of
(i) the amount of all non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount of Capital Expenditures incurred by the Borrower and
its Subsidiaries during such fiscal year (excluding the principal amount of Indebtedness incurred to finance such expenditures (but including repayments of any such Indebtedness incurred during such
period or any prior period) and any such expenditures financed with the proceeds of any Reinvestment Deferred Amount), (iii) the aggregate amount of all prepayments of Revolving Loans, Foreign
Currency Loans and Swingline Loans during such fiscal year
to the extent accompanying permanent optional reductions of the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year, (iv) the aggregate amount of all
regularly scheduled principal payments of Funded Debt (including the Term Loans) of the Borrower and its Subsidiaries made during such fiscal year (other than in respect of any revolving credit
facility to the extent there is not an equivalent permanent reduction in commitments thereunder), (v) increases in Consolidated Working Capital for such fiscal year, (vi) the aggregate
net amount of non-cash gain on the Disposition of Property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business),
to the extent included in arriving at such Consolidated Net Income, (vii) the aggregate amount of cash 


8





 




consideration paid for any acquisitions during such period pursuant to Section 9.8(k), (viii) Restricted Payments paid in cash during such period to the extent permitted by
Section 9.6(d), (ix) the aggregate amount of decreases in consolidated long-term liabilities, other than decreases in non-cash liabilities for which the
offsetting debit is reflected in the other comprehensive income component of consolidated stockholders' equity in accordance with GAAP, and (x) the aggregate amount of increases in consolidated
long-term assets, other than (A) increases attributable to cash consideration paid for any acquisitions during such period pursuant to Section 9.8(k) and (B) the costs
to purchase or develop computer software or systems to the extent such expenditures are capitalized in conformity with GAAP. 


        "Excess Cash Flow Application Date": as defined in Section 5.2(d). 


        "Exchange Act": as defined in Section 10(k). 


        "Exchange Rate": on any day, with respect to any currency, the rate at which such currency may be exchanged into any other currency, as
set forth at approximately 11:00 A.M., New York City time, on such date on the Reuters World Currency Page for such currency. In the event that such rate does not appear on any Reuters World
Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the
Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign
currency exchange operations in respect of such currency are then being conducted, at or about 10:00 A.M., local time, on such date for the purchase of Dollars with the relevant currency for
delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the
Administrative Agent, after consultation with the Borrower, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest
error. 


        "Excluded Indebtedness": all Indebtedness permitted by clauses (a), (b), (c), (d), (e), (f), (g), (h), (i), (j) and (k) of
Section 9.2. 


        "Existing Credit Agreement": as defined in the recitals to this Agreement. 


        "Existing Letters of Credit": as defined in Section 3.7(c). 



        "Expenditure Use Amounts": at any date, the amount equal to the sum of (a) all amounts utilized by the Borrower and its
Subsidiaries on and after the Closing Date to make Capital Expenditures pursuant to Section 9.7(b) in excess of $30,000,000 for any New Contract, (b) all amounts utilized by the Borrower
and its Subsidiaries on and after the Closing Date to make Restricted Payments pursuant to Section 9.6(d) and (c) all amounts utilized by the Borrower on and after the Closing Date to
pay principal, premium and fees relating to the repurchase or redemption of the Senior Subordinated Notes pursuant to Section 9.9(a). 



        "Facility": each of (a) the Term Commitments and the Term Loans made thereunder (the "Term
Facility") and (b) the Revolving Commitments and the extensions of credit made thereunder (the "Revolving Facility"). 


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


9







   
        "Fee Payment Date": the last day of each March, June, September and December and the last day of the Revolving Commitment Period (or on
such earlier date as the Revolving Commitments shall terminate as provided herein). 


        "Foreign Currency": (a) with respect to any Loan, each of British Pounds Sterling, the Euro and any other currency approved by the
relevant Foreign Currency Lenders, Issuing Bank and the Administrative Agent, provided that, the Eurocurrency Base Rate applicable to Foreign Currency
Loans in any other currency approved after the Closing Date may be amended as agreed by the relevant Foreign Currency Lenders, the Administrative Agent and the Borrower and (b) solely with
respect to any Letter of Credit issued by The Bank of New York, each of British Pounds Sterling, the Euro, Canadian Dollar, Chilean Peso, Swiss Franc, New Israeli Shekel, Turkish Lira and Indian
Rupee. 


        "Foreign Currency Equivalent": at any time as to any amount denominated in Dollars, the equivalent amount in the relevant Foreign Currency
or Currencies as determined by the Administrative Agent at such time on the basis of the Exchange Rate for the purchase of such Foreign Currency or Currencies with Dollars on the date of determination
thereof. 


        "Foreign Currency Lender": each Lender that has a Foreign Currency Commitment or that holds a Foreign Currency Loan. 


        "Foreign Currency Loans": as defined in Section 3.15. 


        "Foreign Currency Participants": with respect to each Foreign Currency Loan, the collective reference to all the Revolving Lenders. 



        "Foreign Currency Sublimit": $15,000,000. 


        "Foreign Holdco": as defined in Section 9.8(j). 


        "Foreign Holdco Subsidiary": as defined in Section 9.8(j). 


        "Foreign Subsidiary": any Subsidiary of the Borrower that is not a Domestic Subsidiary. 



        "Funded Debt": as to any Person, all Indebtedness of such Person that matures more than one year from the date of its creation or matures
within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that
obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such
Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Loans. 



        "Funding Office": the office of the Administrative Agent specified in Section 12.2 or such other office as may be specified from
time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders. 


        "GAAP": generally accepted accounting principles in the United States as in effect from time to time. In the event that any Accounting
Change (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower, the
Administrative Agent and the Syndication 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 the Borrower's financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an
amendment shall have been executed and delivered by the Borrower, Administrative Agent, the Syndication Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement
shall continue to be calculated or construed as if such Accounting Changes had not occurred. "Accounting Changes" refers to changes in accounting
principles required by the promulgation of any rule, regulation, pronouncement or opinion by the 


10





 




Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC. 


        "Gaming Approval": any and all approvals, authorizations, consents, rulings, orders or directives of any Governmental Authority
(i) necessary, as of the Closing Date, to enable the Group Members to engage in the lottery, gambling, horse racing or gaming business or otherwise continue to conduct its business as it is
conducted on the Closing Date, (ii) that regulates gaming in any jurisdiction in which the Group Members conduct gaming activities and has jurisdiction over such persons (including any
successors to any of them) or (iii) necessary, as of the Closing Date, to accomplish the Refinancing and other transactions contemplated hereby. 


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



        "Gaming Facility": as to any Person, any lottery operation, gaming establishment and other property or assets directly ancillary thereto
or used in connection therewith, including, without limitation, any casinos, hotels, resorts, race tracks, off-track wagering sites and other recreation and entertainment facilities owned,
managed or operated by any Group Member. 


        "Gaming Laws": as to any Person, (a) constitutions, treaties, statutes or laws governing Gaming Facilities (including, without
limitation, pari mutuel race tracks) and rules, regulations, codes and ordinances of, and all administrative or judicial orders or decrees or other laws pursuant to which, any Gaming Authority
possesses regulatory, licensing or permit authority over gambling, gaming or Gaming Facility activities conducted by any Group Member within its jurisdiction, (b) Gaming Approvals, and
(c) orders, decisions, determinations, judgments, awards and decrees of any Gaming Authority. 


        "Governmental Authority": any nation or government, any state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any
securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners). 


        "Group Members": the collective reference to the Borrower and its Subsidiaries. 


        "Guarantee and Collateral Agreement": the Guarantee and Collateral Agreement to be executed and delivered by the Borrower and each
Subsidiary Guarantor, substantially in the form of Exhibit A. 


        "Guarantee Obligation": as to any Person (the "guaranteeing person"), any obligation of
(a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the "primary
obligations") of any other third Person (the "primary obligor") in any manner, whether directly or indirectly, including any
obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to
advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of
the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to
assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation
shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation 


11





 




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 as determined by the Borrower in good faith. 


        "Hedge Agreements": any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan
providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Hedge Agreement. 


        "Increase Effective Date": the date on which the Administrative Agent shall have received a Revolving Commitment Increase Notice and all
conditions precedent to the effectiveness of any such Revolving Commitment increase set forth in Section 4.1 shall have been satisfied, which date shall occur no later than the second
anniversary of the Closing Date. 


        "Increase Option Period": the period beginning on the Closing Date to, but excluding, the date that is the second anniversary of the
Closing Date. 


        "Indebtedness": of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money,
(b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person's business),
(c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant
under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all mandatorily redeemable preferred Capital Stock of such Person
(other than the Convertible Preferred Stock), (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above,
(i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise,
to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and
(j) for the purposes of
Section 9.2 and Section 10(e) only, all obligations of such Person in respect of Hedge Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. 


        "Indemnified Liabilities": as defined in Section 12.5. 


        "Indemnitee": as defined in Section 12.5. 


        "Ineligible Assignee": any Person that is (a) to the extent required under applicable Gaming Laws, a Person who is not registered
or licensed with, approved, qualified or found suitable by, or has been disapproved, denied a license, qualification or approval or found unsuitable (whichever may be required 


12





 




under applicable Gaming Law) or (b) a competitor of the Borrower or an affiliate or related entity of any such competitor. 


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


        "Insolvent": pertaining to a condition of Insolvency. 


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



        "Interest Payment Date": (a) as to any Base Rate Loan (other than a Swingline Loan), the last day of each March, June, September
and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurocurrency Loan having an Interest Period of three months or less, the last day of
such Interest Period, (c) as to any Eurocurrency Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such
Interest Period and the last day of such Interest Period, (d) as to any Loan (other than any Revolving Loan that is a Base Rate Loan and any Swingline Loan), the date of any repayment or
prepayment made in respect thereof and (e) as to any Swingline Loan, the day that such Loan is required to be repaid. 



        "Interest Period": as to any Eurocurrency Loan, (a) initially, the period commencing on the borrowing or conversion date, as the
case may be, with respect to such Eurocurrency Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may
be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurocurrency Loan and ending one, two, three
or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York City time, three Business Days prior to the last day
of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the
following: 



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



	(ii)
	the
Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date (in the case of the
Revolving Facility) or beyond the date final payment is due on the Term Loans, as the case may be;



	(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 shall select Interest Periods so as not to require any foreseeable payment or prepayment of any Eurocurrency Loan during an Interest Period
for such Loan. 




        "Investments": as defined in Section 9.8. 


        "Issuing Lender": any Revolving Lender from time to time designated by the Borrower as an Issuing Lender with the consent of such
Revolving Lender and the Administrative Agent. 


        "Judgment Currency": as defined in Section 12.18(b). 


13





 



        "L/C Commitment": $50,000,000. 


        "L/C Fee Payment Date": the last day of each March, June, September and December and the last day of the Revolving Commitment Period. 


        "L/C Obligations": at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then
outstanding Letters of Credit (including the Dollar Equivalent of Letters of Credit issued in Foreign Currencies) and (b) the aggregate amount of drawings under Letters of Credit (including the
Dollar Equivalent of Letters of Credit issued in Foreign Currencies to the extent such amounts have not been converted to Dollars in accordance with the terms hereof) that have not then been
reimbursed pursuant to Section 3.11. 


        "L/C Participants": the collective reference to all the Revolving Lenders other than the Issuing Lender that issued the relevant Letter of
Credit. 


        "Lead Arranger": as defined in the recitals to this Agreement. 



        "Lender Affiliate": (a) any Affiliate of any Lender, (b) any Person that is administered or managed by any Lender and that
is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (c) with respect to any Lender
which is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in commercial loans and similar extensions of credit and is managed or advised by the
same investment advisor as such Lender or by an Affiliate of such Lender or investment advisor. 


        "Lenders": as defined in the preamble hereto; provided, that unless the context otherwise
requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender; provided, further, that, for purposes of Sections 5.9,
5.10 and 5.11, all Foreign Currency Lenders shall be deemed to be "Lenders." 


        "Letters of Credit": as defined in Section 3.7(a). 


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


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


        "Loan Documents": this Agreement, the Security Documents, the Notes, each New Lender Supplement and each Commitment Increase Supplement. 


        "Loan Parties": each Group Member that is a party to a Loan Document. 


        "Lottomatica": Lottomatica S.p.A. 


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



        "Material Adverse Effect": a material adverse effect on (a) the business, assets, property, condition (financial or otherwise),
results of operations or prospects of the Borrower and its Subsidiaries, taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Agents or the Lenders hereunder or thereunder. 


        "Material Contract": each contract of the Group Members described on Schedule 6.23. 


14





 



        "Materials of Environmental Concern": any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products,
asbestos, polychlorinated biphenyls, urea-formaldehyde insulation, any hazardous or toxic substances, materials or wastes, defined as such or regulated in or under any applicable
Environmental Laws, and any other substances that could reasonably be expected to result in liability under any applicable Environmental Laws. 



        "Maximum Rate": as defined in Section 12.19. 


        "Mortgaged Properties": the real properties listed on Schedule 1.1(a), as to which the Administrative Agent for the benefit of the
Lenders shall be granted a Lien pursuant to the Mortgages. 


        "Mortgages": each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Administrative Agent
for the benefit of the Lenders, substantially in the form of Exhibit E (with such changes thereto as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust
is to be recorded). 


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


        "Net Cash Proceeds": (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash
Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or by the Disposition of
any non-cash consideration received in connection therewith or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of attorneys' fees, accountants' fees,
investment banking fees, brokers' fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset
Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably
estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale
of Capital Stock or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys' fees, investment banking fees, accountants' fees, underwriting
discounts and commissions and other customary fees and expenses actually incurred in connection therewith. 


        "New Contract": (a) any new contract relating to the establishment and operation of an on-line lottery system with a
customer for whom neither the Borrower nor any of its Subsidiaries operated an on-line lottery system on or prior to the date such contract is entered into or any new contract relating to
an on-line lottery system with an existing customer of the Borrower or any of its Subsidiaries that was entered into in accordance with normal jurisdictional laws regarding "request for
proposal" procedures; provided that, such contract shall cease to be a New Contract on the date on which the Borrower or such Subsidiary commences
"commercial operations" under such contract and (b) any new contract between the Borrower and the Georgia Lottery Corporation concerning the instant ticket lottery in the State of Georgia as
approved by the Georgia Lottery Corporation in the GLC Resolution No. 03-11: (LEG 03) dated November 15, 2002; provided  that such contract shall be deemed a "New Contract" solely for
purposes of Section 9.7(b) only for the fiscal year 2003. 


        "New Lender Supplement": each New Lender Supplement delivered pursuant to Section 4.1, substantially in the form of
Exhibit D-1. 


        "New Revolving Lender": as defined in Section 4.1(b). 


        "Non-Excluded Taxes": as defined in Section 5.10(a). 


        "Non-Guarantor Subsidiary": any Subsidiary that is not a Subsidiary Guarantor. 


15





 



        "Non-U.S. Lender": as defined in Section 5.10(d). 


        "Notes": the collective reference to any promissory note evidencing Loans. 


        "Obligations": the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement
Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to any Agent or to any Lender
(or, in the case of Specified Hedge Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may
arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection
herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to any Agent
or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided, that (i) obligations of the Borrower or
any Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured
and guaranteed and (ii) any release of Collateral or Subsidiary Guarantors effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under
Specified Hedge Agreements. 


        "Olivetti": Olivetti S.p.A. 


        "Other Taxes": any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies
arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. 


        "Participant": as defined in Section 12.6(c). 


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


        "Permitted Acquisition": as to any Person, (a) the acquisition by such Person of the Capital Stock another Person which is
primarily engaged in the same or related line of business of the Borrower and its Subsidiaries (or any other Person that is engaged in a business that is a reasonable extension of the business of the
Borrower and its Subsidiaries and that utilizes the same or similar technology as that used by the Borrower and its Subsidiaries immediately prior to such acquisition) so long as following such
acquisition such other Person becomes a Subsidiary of such Person or (b) the acquisition by such Person of all or substantially all of the assets of another Person or all or substantially all
of the assets constituting a division or business unit of another person. 


        "Permitted Expenditure Amount": at any date, the amount equal to the sum of (a) 50% of the amount of Consolidated Net Income for
each quarterly period ended after the Closing Date for which financial statements have been delivered pursuant to Section 8.1 to the extent the Consolidated Net Income for such period is
positive, (b) 50% of the Net Cash Proceeds received by the Borrower from the sale of Capital Stock of the Borrower (other than to a Group Member) during the period beginning on the Closing Date
and ending on such date which is not required to be applied to prepay the Loans pursuant to Section 5.2(a) and (c) $5,000,000 minus the
sum of (x) 100% of the amount of Consolidated Net Income for each quarterly period ended after the Closing Date for which financial statements have been delivered pursuant to Section 8.1
to the extent the Consolidated Net Income for such period is negative and (y) the aggregate amount of Expenditure Use Amounts as of such date. 


16





 



        "Permitted Investors": Olivetti, Lottomatica or any Affiliate thereof or group in which Olivetti, Lottomatica or an Affiliate thereof is
the largest beneficial owner of shares of the voting Capital Stock of such group. 



        "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 that is covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" as defined
in Section 3(5) of ERISA. 


        "Preferred Stock Purchase Agreement": the Preferred Stock Purchase Agreement, dated as of September 6, 2000, among the Borrower,
Cirmatica Gaming, S.A., The Oak Fund, Peconic Fund Ltd., Ramius Securities, LLC and Olivetti International S.A., as purchasers, providing for the aggregate purchase and sale of shares of the
Convertible Preferred Stock in an amount not to exceed $112,750,000. 


        "Pricing Grid": the pricing grid attached hereto as Annex A. 


        "Projections": as defined in Section 8.2(c). 



        "Property": any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including, without limitation, Capital Stock. 


        "Recovery Event": any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding
relating to any asset of any Group Member. 


        "Reference Lender": The Bank of New York. 


        "Refinancing": as defined in the recitals to this Agreement. 


        "Refunded Swingline Loans": as defined in Section 3.4. 


        "Refunding Date": as defined in Section 3.4. 


        "Register": as defined in Section 12.6(b). 


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


        "Reimbursement Obligation": the obligation of the Borrower to reimburse each Issuing Lender pursuant to Section 3.11 for amounts
drawn under Letters of Credit issued by such Issuing Lender. 


        "Reinvestment Deferred Amount": with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Group Member in
connection therewith that are not applied to prepay the Term Loans pursuant to Section 5.2(c) as a result of the delivery of a Reinvestment Notice. 


        "Reinvestment Event": any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice. 


        "Reinvestment Notice": a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing
and that the Borrower (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 make a
Permitted Acquisition or to acquire or repair fixed or capital assets or develop software useful in its business, provided that the cost of any such
software development is capitalized on the Borrower's balance sheet in accordance with GAAP. 


        "Reinvestment Prepayment Amount": with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended prior to the relevant Reinvestment 


17





 




Prepayment Date to make a Permitted Acquisition or to acquire or repair fixed or capital assets or develop software useful in its business, provided  that the cost of any such software development is
capitalized on the Borrower's balance sheet in accordance with GAAP. 


        "Reinvestment Prepayment Date": with respect to any Reinvestment Event, the earlier of (a) the date occurring twelve months after
such Reinvestment Event and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair fixed or capital assets or develop software
useful in its business, provided that the cost of such software development is capitalized on the Borrower's balance sheet in accordance with GAAP, or
make a Permitted Acquisition with all or any portion of the relevant Reinvestment Deferred Amount. 


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


        "Reportable Event": any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the 30 day
notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043. 


        "Required Lenders": at any time, (a) until the Closing Date, (x) the holders of more than 50% of the Term Loan Commitments
then in effect and (y) the holders of more than 50% of the Total Revolving
Commitments then in effect and (b) thereafter, (1) the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans then outstanding and (2) the holders of
more than 50% of the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding. 


        "Requirement of Law": as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject. 


        "Reset Date": as defined in Section 5.16(a). 



        "Responsible Officer": the chief executive officer, president, general counsel, chief financial officer or the treasurer of the Borrower,
but in any event, with respect to financial matters, the chief financial officer or the treasurer of the Borrower. 


        "Restricted Payments": as defined in Section 9.6. 


        "Revolving Commitment": as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline
Loans, Letters of Credit and Foreign Currency Loans in an aggregate principal and/or face amount not to exceed the amount set forth under the heading "Revolving Commitment" under such Lender's name on
such Lender's Addendum or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original
amount of the Total Revolving Commitments is $50,000,000. 


        "Revolving Commitment Increase Notice": as defined in Section 4.1(a). 


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



        "Revolving Extensions of Credit": as to any Revolving Lender at any time, an amount equal to the sum of (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, (c) such Lender's Revolving Percentage
of the aggregate principal amount of Swingline Loans then outstanding 


18





 




and (d) such Lender's Revolving Percentage of the Dollar Equivalent of the aggregate principal amount of Foreign Currency Loans then outstanding. 



        "Revolving Lender": each Lender that has a Revolving Commitment or that holds Revolving Loans. 


        "Revolving Loans": as defined in Section 3.1(a). 


        "Revolving Offered Increase Amount": as defined in Section 4.1(a). 


        "Revolving Percentage": as to any Revolving Lender at any time, the percentage which such Lender's Revolving Commitment then constitutes
of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender's Revolving
Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding). 


        "Revolving Termination Date": September 30, 2006. 


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


        "Security Documents": the collective reference to the Guarantee and Collateral Agreement, the Mortgages and all other security documents
hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document. 


        "Senior Subordinated Note Indenture": the Indenture dated as of August 14, 2000 entered into by the Borrower and certain of its
Subsidiaries in connection with the issuance of the Senior Subordinated Notes as amended by the First Supplemental Indenture, dated as of September 6, 2000, together with all instruments and
other agreements entered into by the Borrower or such Subsidiaries in connection therewith. 



        "Senior Subordinated Notes": the unsecured Senior Subordinated Notes due 2010 of the Borrower issued on August 14, 2000 pursuant to
the Senior Subordinated Note Indenture. 


        "Single Employer Plan": any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan. 


        "Solvent": when used with respect to any Person, means that, as of any date of determination, (a) the amount of the "present fair
saleable value" of the assets of such Person will, as of such date, exceed the amount of all "liabilities of such Person, contingent or otherwise", as of such date, as such quoted terms are determined
in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such
date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such
date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition,
(i) "debt" means liability on a "claim", and (ii) "claim" means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. 


        "Specified Change of Control": a "Change of Control" (or any other defined term having a
similar purpose) as defined in the Senior Subordinated Note Indenture. 


19







   
        "Specified Hedge Agreement": any Hedge Agreement (a) entered into by (i) the Borrower or any of its Subsidiaries and
(ii) any Agent or Lender or any affiliate thereof, as counterparty and (b) that has been designated by such Agent or Lender, as the case may be, and the Borrower, by notice to the
Administrative Agent, as a Specified Hedge Agreement, and any other Hedge Agreements listed on Schedule 1.1(b) without given effect to any extension of the termination or maturity date thereof.
The designation of any Hedge Agreement as a Specified Hedge Agreement shall not create in favor of the Agent, Lender or affiliate thereof that is a party thereto any rights in connection with the
management or release of any Collateral or of the obligations of any Subsidiary Guarantor under the Guarantee and Collateral Agreement. 


        "Subject Properties": as defined in Section 6.17(a). 


        "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 or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or
more intermediaries, or both, by such Person. 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 the Borrower. 


        "Subsidiary Guarantor": a Subsidiary that (i) is a Domestic Subsidiary that is a Wholly Owned Subsidiary, (ii) provides a
guarantee of any Indebtedness of the Borrower (other than the Loans) or (iii) becomes a party to the Loan Documents pursuant to Section 8.9(c). 



        "Swingline Commitment": the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 3.3 in an aggregate
principal amount at any one time outstanding not to exceed $10,000,000. 


        "Swingline Lender": The Bank of New York, in its capacity as the lender of Swingline Loans. 


        "Swingline Loans": as defined in Section 3.3. 


        "Swingline Participation Amount": as defined in Section 3.4. 


        "Syndication Agent": as defined in the preamble to this Agreement. 


        "Term Commitment": as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower hereunder in a principal
amount not to exceed the amount set forth under the heading "Term Commitment" under such Lender's name on such Lender's Addendum. The original aggregate amount of the Term Commitments is $290,000,000. 



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


        "Term Loan": as defined in Section 2.1. 


        "Term Percentage": as to any Term Lender at any time, the percentage which such Lender's Term Commitment then constitutes of the aggregate
Term Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lender's Term Loans then outstanding constitutes of the aggregate principal amount
of the Term Loans then outstanding). 


        "Title Insurance Company": as defined in Section 7.1(k)(ii). 


        "Title Policy": as defined in Section 7.1(k)(iii). 


        "Title Policy Insured Amount": as defined in Section 7.1(k)(iii). 


        "Total Revolving Commitments": at any time, the aggregate amount of the Revolving Commitments of all the Lenders. 


20





 

        "Total Revolving Extensions of Credit": at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders
outstanding at such time. 


        "Transferee": any Assignee or Participant. 


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


        "UK Property": as defined in Section 9.2(i). 


        "United States": the United States of America. 


        "Wholly Owned Subsidiary": as to any Person, any other Person all of the Capital Stock of which (other than directors' qualifying shares
required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries. 


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


        (b)    As
used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating
to any Group Member 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", (iii) the word "incur" shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words "incurred" and "incurrence" shall have correlative meanings), (iv) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, and (v) 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 (subject to any applicable restrictions hereunder). 


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


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



        1.3    Currency Conversion.    (a) If more than one currency or currency unit are at the same time recognized
by the central bank of any country as the lawful currency of that country, then (i) any reference in the Loan Documents to, and any obligations arising under the Loan Documents in, the currency
of that country shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent and (ii) any translation from one currency or currency
unit to another shall be at the official rate of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down by the Administrative Agent
as it deems appropriate. 


        (b)    If
a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to
effect any such amendment) to the extent that the Administrative Agent determines such amendment to be necessary to reflect the change in currency and to put the Lenders in the same position, so far
as possible, that they would have been in if no change in currency had occurred. 


21





 
SECTION 2.    AMOUNT AND TERMS OF TERM COMMITMENTS  


        2.1    Term Commitments.    Subject to the terms and conditions hereof, each Term Lender severally agrees to make a
term loan denominated in Dollars (a "Term Loan") to the Borrower on the Closing Date in an amount not to exceed the amount of the Term Commitment of
such Lender. The Term Loans may from time to time be Eurocurrency Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and
5.3. 


        2.2    Procedure for Term Loan Borrowing.    The Borrower shall give the Administrative Agent irrevocable notice
(which notice must be received by the Administrative Agent prior to 10:00 A.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make
the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be Base Rate Loans and shall not be converted to Eurocurrency Loans
prior to the date which is three Business Days after the Closing Date. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon,
New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term
Loans to be made by such Lender. The Administrative Agent shall credit the
account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately
available funds. 


        2.3    Repayment of Term Loans.    The Term Loan of each Lender shall mature in 24 consecutive quarterly installments,
commencing on March 31, 2003, each of which shall be in an amount equal to the product of (i) such Lender's Term Percentage multiplied by
(ii) an amount equal to the aggregate 


22





 


amount of Term Loans outstanding on the Closing Date multiplied by (iii) the percentage set forth below opposite such installment: 



	Installment
 
	 	Percentage of

Principal Amount
	 
	March 31, 2003	 	0.25	%
	June 30, 2003	 	0.25	%
	September 30, 2003	 	0.25	%
	December 31, 2003	 	0.25	%
	March 31, 2004	 	0.25	%
	June 30, 2004	 	0.25	%
	September 30, 2004	 	0.25	%
	December 31, 2004	 	0.25	%
	March 31, 2005	 	0.25	%
	June 30, 2005	 	0.25	%
	September 30, 2005	 	0.25	%
	December 31, 2005	 	0.25	%
	March 31, 2006	 	0.25	%
	June 30, 2006	 	0.25	%
	September 30, 2006	 	0.25	%
	December 31, 2006	 	0.25	%
	March 31, 2007	 	0.25	%
	June 30, 2007	 	0.25	%
	September 30, 2007	 	0.25	%
	December 31, 2007	 	0.25	%
	March 31, 2008	 	23.75	%
	June 30, 2008	 	23.75	%
	September 30, 2008	 	23.75	%
	December 31, 2008	 	23.75	%





SECTION 3.    AMOUNT AND TERMS OF REVOLVING COMMITMENTS  


        3.1    Revolving Commitments.    a) Subject to the terms and conditions hereof, each Revolving Lender
severally agrees to make revolving credit loans denominated in Dollars ("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 Revolving Percentage of the sum of (i) the L/C Obligations then outstanding,
(ii) the aggregate principal amount of the Swingline Loans then outstanding and (iii) the Dollar Equivalent of the aggregate principal amount of the Foreign Currency Loans then
outstanding, does not exceed the amount of such Lender's Revolving Commitment. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying and
reborrowing the Revolving Loans, in whole or in part, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurocurrency Loans or Base Rate Loans, as
determined by the Borrower and notified to the Administrative Agent in accordance with Sections 3.2 and 5.3. 


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


        3.2    Procedure for Revolving Loan Borrowing.    The Borrower may borrow under Section 3.1 during the
Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans, or (b) one
Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing
Date and (iii) 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. Any Revolving Loans made
on the Closing Date shall initially be Base Rate Loans. Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole
multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $100,000, such lesser amount) and (y) in the case of Eurocurrency Loans
denominated in Dollars, $3,000,000 or a whole multiple of $500,000 in excess thereof; provided, that the Swingline Lender may request, on behalf of the
Borrower, borrowings under the Revolving Commitments that are Base Rate Loans in other amounts pursuant to Section 3.4. Upon receipt of any such notice from the Borrower, the Administrative
Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each such borrowing available to the Administrative Agent for the account
of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such
borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to
the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent. 


        3.3    Swingline Commitment.    (a) Subject to the terms and conditions hereof, the Swingline Lender agrees to
make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans denominated in
Dollars ("Swingline Loans") to the Borrower; provided that (i) the aggregate principal amount of
Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect
(notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender's other outstanding Revolving Extensions of Credit hereunder, may exceed the Swingline
Commitment then in effect) and (ii) the Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the
aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be Base Rate Loans only. 


        (b)    The
Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the 30th
day after such Swingline Loan is made; provided that, during each calendar month, there shall be at least two consecutive Business Days during which the
outstanding balance of the Swingline Loans shall be zero. 


        3.4    Procedure for Swingline Borrowing; Refunding of Swingline Loans.    (a) Whenever the Borrower desires
that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline
Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall
be a Business Day during the Revolving Commitment Period). Each borrowing under the Swingline Commitment shall be in an amount equal to $250,000 or a whole multiple of $100,000 in excess 


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thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make
the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative Agent on such Borrowing Date in
immediately available funds. 


        (b)    The
Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the
Swingline Lender to act on its behalf), on one Business Day's notice given by the Swingline Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each
Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender's Revolving Percentage of the aggregate amount of the Swingline Loans (the
"Refunded Swingline Loans") outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the amount of such
Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such
notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the
Refunded Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower's accounts with the Administrative Agent (up to the amount available in each such account) in
order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans. 


        (c)    If
prior to the time a Revolving Loan would have otherwise been made pursuant to Section 3.4(b), one of the events described in Section 10(f) shall have
occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by
Section 3.4(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 3.4(b) (the
"Refunding Date"), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an
amount (the "Swingline Participation Amount") equal to (i) such Revolving Lender's Revolving Percentage times  (ii) the sum of the aggregate
principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans. 


        (d)    Whenever,
at any time after the Swingline Lender has received from any Revolving Lender such Lender's Swingline Participation Amount, the Swingline Lender receives any
payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender's participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender's  pro rata portion of such
payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due);  provided, however, that in the event that such payment received by the Swingline Lender
is required to be returned, such Revolving Lender will return to
the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender. 



        (e)    Each
Revolving Lender's obligation to make the Loans referred to in Section 3.4(b) and to purchase participating interests pursuant to Section 3.4(c) shall
be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or the
Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure
to satisfy any of the other conditions specified in Section 7; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any 


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breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Revolving Lender; or (v) any other circumstance, happening or event whatsoever, whether
or not similar to any of the foregoing. 


        3.5    Commitment Fees, etc.    (a) The Borrower agrees to pay to the Administrative Agent for the account of
each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily
amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first of such dates to
occur after the date hereof. 


        (b)    The
Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in writing by the Borrower and the Administrative
Agent. 


        3.6    Termination or Reduction of Revolving Commitments.    The Borrower shall have the right, upon not less than
three Business Days' notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments;  provided that no such
termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the
Revolving Loans, Swingline Loans and Foreign Currency Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such
reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. 


        3.7    L/C Commitment.    (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on
the agreements of the other Revolving Lenders set forth in Section 3.10(a), agrees to issue letters of credit ("Letters of Credit") for the
account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided  that no Issuing Lender shall have
any obligation to issue any Letter of Credit 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 Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars or a 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 five Business Days prior to the Revolving Termination Date,  provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods
(which shall in no event extend beyond the date referred to in clause (y) above). 


        (b)    No
Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C
Participant to exceed any limits imposed by, any applicable Requirement of Law. 


        (c)    The
Letters of Credit listed on Schedule 3.7 (the "Existing Letters of Credit") were issued under the Existing
Credit Agreement by The Bank of New York, as Issuing Lender, and, from and after the Closing Date, such Existing Letters of Credit shall for all purposes constitute Letters of Credit hereunder. 


        3.8    Procedure for Issuance of Letter of Credit.    The Borrower may from time to time request that an Issuing
Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such
other certificates, documents and other papers and information as such Issuing Lender may request. Upon receipt of any Application, an Issuing Lender will notify the Administrative Agent of the
amount, the beneficiary and the requested expiration of the requested Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving effect to the requested
issuance, the Available Revolving Commitments would not be less than zero, such Issuing Lender will process such Application and the certificates, documents and other papers and information delivered
to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter 


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of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all
such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by
such Issuing Lender and the Borrower. Each Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower (with a copy to the Administrative Agent) promptly following the issuance
thereof. Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by such
Issuing Lender (including the amount thereof). 


        3.9    Fees and Other Charges.    (a) The Borrower will pay a fee on all outstanding Letters of Credit at a
per annum rate equal to the Applicable Margin then in effect with respect to Eurocurrency Loans under the Revolving Facility, shared ratably among the Revolving Lenders and payable quarterly in
arrears on each L/C Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the relevant Issuing Lender for its own account a fronting fee on the undrawn and unexpired amount
of each Letter of Credit as agreed by the Borrower and the Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the Issuance Date. 


        (b)    In
addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by
such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit to the extent that the fees and expenses associated with the issuance of
such Letter of Credit exceed the fronting fee therefore as specified in Section 3.9(a). 



        3.10    L/C Participations.    (a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each
L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such
Issuing Lender, on the terms and conditions set forth below, for such L/C Participant's own account and risk an undivided interest equal to such L/C Participant's Revolving Percentage in each Issuing
Lender's obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C
Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not
reimbursed in full by the Borrower in accordance with the terms of this Agreement, the related Reimbursement Obligation shall be converted to Dollars pursuant to Section 3.11 and such L/C
Participant shall pay to the Administrative Agent upon demand of such Issuing Lender an amount equal to such L/C Participant's Revolving Percentage of the amount of such draft, or any part thereof,
that is not so reimbursed. The Administrative Agent shall promptly forward such amounts to the relevant Issuing Lender. 


        (b)    If
any amount required to be paid by any L/C Participant to the Administrative Agent for the account of such Issuing Lender pursuant to Section 3.10(a) in respect
of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to the Administrative
Agent for the account of such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Administrative Agent for the account of such Issuing
Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the
period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times  (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid
by any L/C Participant pursuant to Section 3.10(a) is not made available to the Administrative Agent for the account of the relevant Issuing Lender by such L/C Participant within three Business
Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount 


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with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans under the Revolving Facility. A certificate of such Issuing Lender submitted to any L/C
Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. 



        (c)    Whenever,
at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with Section 3.10(a), the Administrative Agent or such Issuing Lender receives any payment related to such Letter of Credit
(whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative Agent or
such Issuing Lender, as the case may be, will distribute to such L/C Participant its pro rata share thereof;  provided, however, that in the event that any such payment received by Administrative Agent or such
Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or such Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account
of such Issuing Lender the portion thereof previously distributed by the Administrative Agent or such Issuing Lender, as the case may be, to it. 


        (d)    Each
L/C Participant's obligation to purchase participating interests pursuant to Section 3.10(b) shall be absolute and unconditional and shall not be affected by
any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant or the Borrower may have against any Issuing Lender, the Borrower or any
other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in
Section 7; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any
other Loan Party or any other L/C Participant; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. 


        3.11    Reimbursement Obligation of the Borrower.    The Borrower agrees to reimburse each Issuing Lender on the
Business Day (or the third Business Day in the event of a Foreign Currency draft) next succeeding the Business Day on which such Issuing Lender notifies the Borrower of the date and amount of a draft
presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other reasonable costs or expenses
incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the relevant Issuing Lender at its address for notices referred to herein in Dollars and in
immediately available funds, provided that if the Borrower does not reimburse such Issuing Lender for any draft
paid by such Issuing Lender under any Letter of Credit issued by such Issuing Lender in a Foreign Currency on the date required pursuant to the first sentence of this Section 3.11, such Issuing
Lender shall convert such Reimbursement Obligation into Dollars at the rate of exchange then available to such Issuing Lender in the interbank market where its foreign currency exchange operations in
respect of such Foreign Currency are then being conducted and the Borrower shall thereafter be required to reimburse such Issuing Lender in Dollars for such Reimbursement Obligation (in the amount so
converted). Interest shall be payable on any such amounts denominated in Dollars from the date on which the relevant draft is paid until the relevant Issuing Lender receives payment in full at the
rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 5.5(b) and (ii) thereafter, Section 5.5(c). Interest shall be payable
on any such amounts denominated in a Foreign Currency from the date on which the relevant draft is paid until the relevant Issuing Lender receives payment in full or conversion to Dollars as provided
herein at the rate determined by the relevant Issuing Lender as its cost of funding such payment. Each drawing under any Letter of Credit shall (unless an event of the type described in
clause (i) or (ii) of Section 10(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.10 for funding
by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 3.2 of Base Rate Loans (or, at the option of the
Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to 


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Section 3.4 of Swingline Loans) in the amount of such drawing except that, in such event, Borrower is not deemed to have given any representations and warranties pursuant to
Section 7.2. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Loans (or, if applicable, Swingline Loans) could be made, pursuant to
Section 3.2 or, if applicable, Section 3.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from such Issuing
Lender of such drawing under such Letter of Credit. 


        3.12    Obligations Absolute.    The Borrower's obligations under Section 3.11 shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any beneficiary of a
Letter of Credit or any other Person. The Borrower also agrees with each Issuing Lender that such Issuing Lender not shall be responsible for, and the Borrower's Reimbursement Obligations under
Section 3.11 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims
whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. The Borrower agrees that any action taken or omitted by an Issuing Lender under or in
connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the
Uniform Commercial Code of the State of New York and UCP 500, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender to the Borrower. 


        3.13    Letter of Credit Payments.    If any draft shall be presented for payment under any Letter of Credit, the
relevant Issuing Lender shall promptly notify the Borrower of the date and amount thereof. The
responsibility of the relevant Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit issued by such Issuing Lender shall, in addition to any
payment obligation expressly provided for in such Letter of Credit, be limited to determining in compliance with UCP 500 that the documents (including each draft) delivered under such Letter of Credit
in connection with such presentment are substantially in conformity with the requirements of such Letter of Credit. 


        3.14    Applications.    To the extent that any provision of any Application related to any Letter of Credit is
inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply. 


        3.15    Foreign Currency Subfacility.    (a) Subject to the terms and conditions hereof, the Foreign Currency
Lenders agree to make loans (each, a "Foreign Currency Loan") in one or more Foreign Currencies to the Borrower from time to time during the Revolving
Commitment Period, provided that, (i) after giving effect to any such Foreign Currency Loan, the Total Revolving Extensions of Credit at such
time do not exceed the Total Revolving Commitments at such time and (ii) after giving effect to such Foreign Currency Loan and the use of proceeds thereof, the Dollar Equivalent of the
aggregate outstanding principal amount of Foreign Currency Loans does not exceed the Foreign Currency Sublimit. During the Revolving Commitment Period, the Borrower may borrow, prepay and reborrow
Foreign Currency Loans in whole or in part, all in accordance with the terms and conditions hereof. 


        (b)    The
Borrower shall repay all outstanding Foreign Currency Loans on the Revolving Termination Date. 


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        3.16    Procedure for Foreign Currency Loan Borrowings.    The Borrower may borrow under Section 3.15 during
the Revolving Commitment Period on any Business Day, provided that, the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior
to 10:00 A.M., New York City time, three Business Days prior to the requested Borrowing Date) specifying (a) the amount to be borrowed and the Foreign Currency with respect thereto,
(b) the requested Borrowing Date and (c) the initial Interest Periods with respect thereto. Upon receipt of such notice, the Administrative Agent shall promptly notify each Foreign
Currency Lender thereof and of the amount of such Foreign Currency Lender's Loan to be made as part of the requested borrowing. Each borrowing of Foreign Currency Loans shall be a Eurocurrency Loan in
a minimum amount equal to the Foreign Currency Equivalent of $3,000,000 in the relevant Foreign Currency or a whole multiple of $1,000,000. Each Foreign Currency Lender shall make each Foreign
Currency Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 11:00 A.M., New York City time, to the account of the Administrative
Agent most recently designated by it for such purposes for Foreign Currency Loans by notice to the Foreign Currency Lenders. The Administrative Agent will make such Foreign Currency Loans available to
the Borrower by promptly crediting the amounts so received, in like funds, to an account in accordance with instructions provided by the Borrower to the Administrative Agent. 


        3.17    Foreign Currency Loan Fees, Commissions and Other Charges.    (a) The Borrower shall pay to each
Foreign Currency Lender with respect to each Foreign Currency Loan made by such Foreign Currency Lender, for the account of such Foreign Currency Lender, a fronting fee with respect to the period from
and including the date of such Foreign Currency Loan to but excluding the date of repayment thereof computed at a rate per annum to be agreed upon by such Foreign Currency Lender and the Borrower on
the average daily principal amount of such Foreign Currency Loan outstanding during the period for which such fee is calculated. Such fronting fee shall be payable in the applicable Foreign Currency
in arrears on each Fee Payment Date to occur after the making of such Foreign Currency Loan and shall be nonrefundable. 


        (b)    The
Borrower shall pay to the Administrative Agent for the account of the Foreign Currency Participants, a participation fee with respect to each Foreign Currency Loan
for the period from and including the date of such Foreign Currency Loan to but excluding the date of repayment thereof, computed at a rate per annum equal to the Applicable Margin in respect of
Eurocurrency Loans that are Revolving Loans from time to time in effect on the average daily principal amount of such Foreign Currency Loan outstanding during the period for which such fee is
calculated. Such fee shall be shared ratably among the Foreign Currency Participants in accordance with their respective Revolving Percentages. Such commission shall be payable in Dollars (based on
the Dollar Equivalent of the amount calculated as set forth in Section 3.2) in arrears on each Fee Payment Date to occur after the making of such Foreign Currency Loan and shall be
nonrefundable. 


        (c)    The
Administrative Agent shall, promptly following its receipt thereof, distribute to each Foreign Currency Lender and the Foreign Currency Participants all fees
received by the Administrative Agent for their respective accounts pursuant to this Section 3.17. 



        (d)    In
addition to the foregoing fees, the Borrower shall pay or reimburse each Foreign Currency Lender and the Administrative Agent for such normal and customary costs and
expenses as are incurred or charged by such Foreign Currency Lender or the Administrative Agent in connection with the conversion of any Foreign Currency into Dollars pursuant to Section 3.18. 


        3.18    Participations in Foreign Currency Loans.    (a) Each Foreign Currency Lender irrevocably agrees to
grant and hereby grants to each Foreign Currency Participant, and, to induce such Foreign Currency Lender to make Foreign Currency Loans hereunder, each such Foreign Currency Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from such Foreign Currency Lender, on the terms and conditions set forth below, for such Foreign Currency Participant's own account and
risk, an undivided interest equal to such Foreign Currency Participant's Revolving 


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Percentage in such Foreign Currency Lender's obligations and rights under and in respect of each Foreign Currency Loan made by such Foreign Currency Lender hereunder. On any Conversion Date or on any
other date if any amount in respect of the principal, interest or fees owing to such Foreign Currency Lender in respect of a Foreign Currency Loan is not paid when due in accordance with the terms of
this Agreement, such unpaid amount shall be converted into an amount denominated in Dollars at the applicable Exchange Rate on the date of such conversion, as determined by the Administrative Agent in
accordance with the terms hereof (and shall thereafter be denominated in
Dollars for purposes of this Agreement), and each such Foreign Currency Participant hereby unconditionally and irrevocably agrees to pay to the Administrative Agent for the account of such Foreign
Currency Lender upon demand an amount in Dollars equal to such Foreign Currency Participant's Revolving Percentage of such unpaid amount denominated in Dollars. The Administrative Agent shall promptly
forward such amounts to the relevant Foreign Currency Lender. Each Foreign Currency Participant's obligation to make the payment referred to in the immediately preceding sentence shall be absolute and
unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Foreign
Currency Participant or the Borrower may have against any Foreign Currency Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or
an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by any Loan Party or
any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Lender shall pay the purchase price of its undivided
participating interests (as determined by the Administrative Agent) by wire transfer of immediately available funds to the Administrative Agent (and the Administrative Agent shall promptly distribute
such funds to the relevant Foreign Currency Lenders). 


        (b)    If
any amount required to be paid by any Foreign Currency Participant to any Foreign Currency Lender pursuant to Section 3.18(a) is not paid to such Foreign
Currency Lender when due but is paid within three Business Days after the date such payment is due, such Foreign Currency Participant shall pay to such Foreign Currency Lender on demand an amount
equal to the product of (i) such amount, times (ii) the Eurocurrency Rate for Loans denominated in Dollars during the period from and
including the date such payment is required to the date on which such payment is immediately available to such Foreign Currency 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 Foreign Currency Participant pursuant to Section 3.18(a) is not in fact made available to any Foreign Currency Lender by such Foreign Currency Participant within three Business Days
after the date such payment is due, such Foreign Currency Lender shall be entitled to recover from such Foreign Currency Participant, on demand, such amount with interest thereon calculated from such
due date at the rate per annum equal to the rate applicable thereto in accordance with the preceding sentence plus the Applicable Margin in respect of Revolving Loans which are Base Rate Loans. A
certificate of any Foreign Currency Lender submitted to any Foreign Currency Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. 


        (c)    Whenever,
at any time after any Foreign Currency Lender has received from any Foreign Currency Participant the full amount owing by such Foreign Currency Participant
pursuant to and in accordance with Section 3.18(a) in respect of any Foreign Currency Loan, such Foreign Currency Lender receives any payment related to such Foreign Currency Loan (whether
directly from the Borrower or otherwise, as the case may be, including proceeds of Collateral applied thereto by such Foreign Currency Lender), or any payment of interest on account thereof, such
Foreign Currency Lender will distribute to such Foreign Currency Participant its pro rata share thereof;  provided, however, that if any such payment received by any Foreign Currency Lender shall be required to
be returned by such Foreign Currency Lender, each Foreign Currency Participant shall return to such Foreign Currency Lender the portion thereof previously distributed by such Foreign Currency Lender
to it. 


31






   SECTION 4.    AMOUNTS AND TERMS OF ADDITIONAL COMMITMENTS  


        4.1    Revolving Credit Commitment Increases.    (a) In the event that the Borrower wishes to increase the
Total Revolving Commitments at any time during the Increase Option Period when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the
amount (the "Revolving Offered Increase Amount") of such proposed increase (such notice, a "Revolving Commitment Increase
Notice") in a minimum amount equal to at least $10,000,000. The Borrower may, at its election, (i) offer one or more of the Lenders the opportunity to provide all or a
portion of any Revolving Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Syndication Agent, the Swingline Lender, each Issuing Lender, each
Foreign Currency Lender and the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to
provide all or a portion of such Revolving Offered Increase Amount pursuant to paragraph (b) below. Each Revolving Commitment Increase Notice shall specify which Lenders and/or banks, financial
institutions or other entities the Borrower desires to provide such Revolving Offered Increase Amount. The Borrower or, if requested by the Borrower, the Administrative Agent will notify such Lenders,
and/or banks, financial institutions or other entities of such offer. 


        (b)    Any
additional bank, financial institution or other entity which the Borrower selects to offer participation in any increased Total Revolving Commitments and which
elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to clause (ii) of Section 4.1(a) shall execute a New
Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (herein called
a "New Revolving Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and
entitled to the benefits of this Agreement, provided that the Revolving Commitment of any such New Revolving Lender shall be in an amount not less than
$2,500,000. 


        (c)    Any
Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to clause (i) of Section 4.1(a) shall, in each case,
execute a Commitment Increase Supplement with the Borrower, the Syndication Agent, the Issuing Bank and the Administrative Agent, substantially in the form of Exhibit D-2, whereupon
such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased. 


        (d)    On
any Increase Effective Date pursuant to Section 4.1, (i) each bank, financial institution or other entity that is a New Revolving Lender pursuant to
Section 4.1(b) or any Lender which has increased its Revolving Commitment pursuant to Section 4.1(c) shall make available to the Administrative Agent such amounts in immediately
available funds as the Administrative Agent shall determine, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of
such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Revolving Loans of all the Lenders to equal its Revolving Percentage of such outstanding
Revolving Loans and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such
reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 3.2).
The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurocurrency Loan denominated in Dollars shall be subject to indemnification by the
Borrower pursuant to the provisions of Section 5.11 if the deemed payment occurs other than on the last day of the related Interest Periods. 



        (e)    Notwithstanding
anything to the contrary in this Section 4.1, (i) in no event shall any transaction effected pursuant to this Section 4.1 cause the
sum of Total Revolving Commitments and 


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Term Commitments to exceed $360,000,000, (ii) in no event may the Borrower deliver more than two Revolving Commitment Increase Notices,
(iii) in no event shall there be more than two Increase Effective Dates and (iv) no Lender shall have any obligation to increase its Revolving Credit Commitment unless it agrees to do so
in its sole discretion. 


        (f)    The
Administrative Agent shall have received on or prior to each Increase Effective Date, for the benefit of the Lenders, (i) a legal opinion of counsel to the
Borrower covering such matters as are customary for transactions of this type and such other matters as may be reasonably requested by the Administrative Agent and (ii) certified copies of
resolutions of the Borrower authorizing such Revolving Offered Increase Amount. 


SECTION 5.    GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT  


        5.1    Optional Prepayments.    (a) The Borrower may at any time and from time to time prepay the Loans (other
than Foreign Currency Loans), in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of
Eurocurrency Loans denominated in Dollars and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the
prepayment is of Eurocurrency Loans denominated in Dollars or Base Rate Loans;  provided, that if a Eurocurrency Loan denominated in Dollars is prepaid on any day other than the last day of the Interest
Period applicable thereto,
the Borrower shall also pay any amounts owing pursuant to Section 5.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such
notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline
Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.
Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. 


        (b)    The
Borrower may at any time and from time to time prepay Foreign Currency Loans, in whole or in part, without premium or penalty except as specified in
Section 5.11, upon irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, three Business Days before the date of
prepayment) specifying the date and amount of prepayment. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any
amounts payable pursuant to Section 5.11 and accrued interest to such date on the amount prepaid. Partial prepayments of Foreign Currency Loans shall be in a minimum principal amount equal to
the Foreign Currency Equivalent of $1,000,000 in the relevant Foreign Currency or a multiple of the Foreign Currency Equivalent of $100,000 in the relevant Foreign Currency in excess thereof. 


        5.2    Mandatory Prepayments.    (a) If any Capital Stock shall be issued by any Group Member (other than to
any other Group Member), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied no later than one Business Day following the date of such issuance toward the prepayment of the Term
Loans as set forth in Section 5.2(e). 


        (b)    If
any Indebtedness shall be incurred by any Group Member (other than Excluded Indebtedness), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied
no later than one Business Day following the date of such incurrence toward the prepayment of the Term Loans as set forth in Section 5.2(e). 


        (c)    If
on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect
thereof, such Net Cash Proceeds shall be applied no later than one Business Day following such date toward the 


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prepayment of the Term Loans as set forth in Section 5.2(e); provided, that, notwithstanding the foregoing, (i) the aggregate Net Cash
Proceeds of Asset Sales and Recovery Events that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $20,000,000 in any fiscal year of the Borrower and
(ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the
Term Loans as set forth in Section 5.2(e). 


        (d)    If,
for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2003, there shall be Excess Cash Flow, the Borrower shall, on the
relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term Loans as set forth in Section 5.2(e). Each such prepayment shall
be made on a date (an "Excess Cash Flow Application Date") no later than five days after the earlier of (i) the date on which the financial
statements of the Borrower referred to in Section 8.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date
such financial statements are actually delivered. 


        (e)    Amounts
to be applied in connection with prepayments made pursuant to Section 5.2 shall be applied to the prepayment of the Term Loans in accordance with
Section 5.8(b). The application of any prepayment pursuant to Section 5.2 shall be made, first, to Base Rate Loans and,  second, to Eurocurrency
Loans. Each prepayment of the Loans under Section 5.2 shall be accompanied by accrued interest to the date of such
prepayment on the amount prepaid. 


        (f)    If,
on any Calculation Date, (i) the Dollar Equivalent of the aggregate outstanding principal amount of Foreign Currency Loans exceeds an amount equal to 105% of
the Foreign Currency Sublimit or (ii) the Total Revolving Extensions of Credit exceed the Total Revolving Commitments on such date, the Borrower shall, without notice or demand, immediately
repay such of the outstanding Loans in an aggregate principal amount such that, after giving effect thereto, (x) the Dollar Equivalent of the aggregate outstanding principal amount of Foreign
Currency Loans does not exceed the Foreign Currency Sublimit and (y) the Total Revolving Extensions of Credit do not exceed the Total Revolving Commitments, together with interest accrued to
the date of such payment or prepayment on the principal so prepaid if required hereby and any amounts payable under Section 5.11 in connection therewith. Any prepayment of Revolving Loans shall
first be applied to prepay any outstanding Swingline Loans. The Borrower may in lieu of prepaying Foreign Currency Loans in order to comply with this paragraph deposit amounts in the relevant Foreign
Currency Currencies in a Cash Collateral Account in accordance with the next succeeding sentence equal to the aggregate principal amount of Foreign Currency Loans required to be prepaid. To the extent
that after giving effect to any prepayment of Loans required by this paragraph, the Total Revolving Extensions of Credit at such time exceed the Total Revolving Commitments at such time, the Borrower
shall, without notice or demand, immediately deposit in a Cash Collateral Account upon terms reasonably satisfactory to the Administrative Agent an amount equal to the amount by which Total Revolving
Extensions of Credit exceed the Total Revolving Commitments. The Administrative Agent shall apply any cash deposited in the Cash Collateral Account (to the extent thereof) to pay any Reimbursement
Obligations which are or become due thereafter and/or to repay Foreign Currency Loans at the end of the Interest Periods therefor, provided that,
(x) the Administrative Agent shall release to the Borrower from time to time such portion of the amount on deposit in the Cash Collateral Account to the extent such amount is not required to be
so deposited in order for the Borrower to be in compliance with this paragraph and (y) the Administrative Agent may so apply such cash at any time after the occurrence and during the
continuation of an Event of Default. "Cash Collateral Account" means an account specifically established by the Borrower with the Administrative Agent
for purposes of this Section 5.2 and hereby pledged to the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the right of
withdrawal for application in accordance with this Section 5.2. 


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        5.3    Conversion and Continuation Options.    (a) The Borrower may elect from time to time to convert
Eurocurrency Loans denominated in Dollars to Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election, provided  that any such conversion
of Eurocurrency Loans denominated in Dollars may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from
time to time to convert Base Rate Loans to Eurocurrency Loans denominated in Dollars by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election (which
notice shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan under a particular Facility may be converted
into a Eurocurrency Loan denominated in Dollars when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have
determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. 


        (b)    Any
Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to
the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such
Loans, provided that no Eurocurrency Loan denominated in Dollars under a particular Facility may be continued as such when any Event of Default has
occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such
continuations, and provided, further, that if the Borrower shall fail to give any required notice as
described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurocurrency Loans denominated in Dollars shall be automatically converted to Base
Rate Loans on the last day of such then expiring Interest Period and, if the Borrower shall fail to give such notice of continuation of a Foreign Currency Loan, such Foreign Currency Loan shall be
automatically continued for an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. 



        5.4.    Limitations on Eurocurrency Tranches.    Notwithstanding anything to the contrary in this Agreement, all
borrowings, conversions and continuations of Eurocurrency Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that,
(a) after giving effect thereto, the aggregate principal amount of the Eurocurrency Loans comprising each Eurocurrency Tranche shall be equal to $3,000,000 or a whole multiple of $1,000,000 in
excess thereof and (b) no more than ten Eurocurrency Tranches shall be outstanding at any one time. 



        5.5.    Interest Rates and Payment Dates.    (a) Each Eurocurrency Loan shall bear interest for each day
during each Interest Period with respect thereto at a rate per annum equal to the Eurocurrency Rate determined for such day plus, in the case of
Eurocurrency Loans denominated in Dollars, the Applicable Margin. 


        (b)    Each
Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin. 



        (c)    (i) If
all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to
the foregoing provisions of this Section plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to Base Rate Loans under
the Revolving Facility 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
(A) the rate then applicable to Base Rate Loans under 


35





 


the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to Base
Rate Loans under the Revolving Facility plus2%), in the case of amounts that are owing in Dollars, or (B)(I) the Eurocurrency Rate in respect of
the relevant Foreign Currency plus (II) 2%, in the case of amounts owing that are denominated in Foreign Currencies, in each case, with respect
to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment). 


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


        5.6.    Computation of Interest and Fees.    (a) Interest and fees payable pursuant hereto shall be calculated
on the basis of a 360-day year for the actual days elapsed, except that, with respect to (i) Base Rate Loans the rate of interest on which is calculated on the basis of the Prime
Rate and (ii) Foreign Currency Loans denominated in British Pounds Sterling, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may
be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurocurrency Rate. Any change in
the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change
becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. 



        (b)    Each
determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the
Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 5.5(a). 


        5.7.    Inability to Determine Interest Rate.    If prior to the first day of any Interest Period: 



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


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



        (c)    a
Foreign Currency Lender shall have determined (which determination shall be conclusive and binding upon the Borrower, absent manifest error) that, by reason of
circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period in respect of any Foreign Currency (any such
Foreign Currency is referred to as an "Affected Foreign Currency"), 




the
Administrative Agent (or the relevant Foreign Currency Lender in the case of clause (c) above) shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders
(and, in the case of any notice by a Foreign Currency Lender, the Administrative Agent) as soon as practicable thereafter. If such notice is given (x) pursuant to clause (a) or
(b) of this Section 5.7 in respect of Eurocurrency Loans denominated in Dollars, then (i) any Eurocurrency Loans denominated in Dollars under the relevant Facility requested to be
made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans under the relevant Facility that were to have been converted on the first day of such Interest
Period to Eurocurrency Loans denominated in Dollars shall be continued as 


36





 


Base Rate Loans and (iii) any outstanding Eurocurrency Loans denominated in Dollars under the relevant Facility shall be converted, on the last day of the then-current Interest
Period, to Base Rate Loans and (y) in respect of any Foreign Currency Loans, then (i) any Foreign Currency Loans in an Affected Foreign Currency requested to be made on the first day of
such Interest Period shall not be made and (ii) any outstanding Foreign Currency Loans in an Affected Foreign Currency shall be due and payable on the first day of such Interest Period. Until
such notice has been withdrawn by the Administrative Agent (or the relevant Foreign Currency Lender in the case of clause (c) above), no further Eurocurrency Loans denominated in Dollars under
the relevant Facility or Foreign Currency Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility
to Eurocurrency Loans. 


        5.8.    Pro Rata Treatment and Payments.    (a) Each borrowing by the Borrower from the Lenders hereunder
(other than the Foreign Currency Lenders), each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the
respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders. Each borrowing by the Borrower from the Foreign Currency Lenders, each payment by the Borrower on
account of any fronting fee and any reduction of the Foreign Currency Sublimit shall be made pro rata to the Foreign Currency Lenders. 


        (b)    Each
payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall be made pro rata  according to the respective outstanding principal amounts of the Term
Loans then held by the Term Lenders. The amount of each principal prepayment of the Term Loans shall be
applied to reduce the then remaining installments of the Term Loans pro rata based upon the then remaining principal amount thereof. Amounts repaid or
prepaid on account of the Term Loans may not be reborrowed. 


        (c)    Each
payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata  according to the respective outstanding principal amounts of the
Revolving Loans then held by the Revolving Lenders. Each payment in respect of Reimbursement Obligations in
respect of any Letter of Credit shall be made to the Issuing Lender that issued such Letters of Credit. Each payment (including each prepayment) by the Borrower on account of principal of and interest
on the Foreign Currency Loans shall be made pro rata according to the respective outstanding principal amounts of the Foreign Currency Loans then held
by the Foreign Currency Lenders. 


        (d)    All
payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or
counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in
immediately available funds. The Administrative Agent shall distribute such payments to the Lenders or the Foreign Currency Lenders, as applicable, 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 or Foreign Currency Lender prior to a borrowing that such Lender or Foreign Currency
Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the 


37





 




Administrative Agent may assume that such Lender or Foreign Currency 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 daily average Federal Funds Effective Rate for the period until such Lender makes such amount
immediately available to the Administrative Agent. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Foreign Currency Lender
shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate
per annum reasonably determined by the Administrative Agent to be the cost to it of funding such amount for the period until such Lender makes such amount immediately available to the Administrative
Agent. A certificate of the Administrative Agent submitted to any Lender or Foreign Currency Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of
manifest error. If such Lender's share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans under the relevant Facility, on demand, from the Borrower. If such Foreign
Currency Lender's share of such borrowing is not made available to the Administrative Agent by such Foreign Currency Lender within three Business Days of such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at a rate per annum reasonably determined by the Administrative Agent to be the cost to it of funding such amount, on demand, from
the Borrower. 


        (f)    Unless
the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the
Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be
required to, in reliance upon such assumption, make available to the Lenders or the Foreign Currency 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 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. 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 Foreign Currency Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at a rate per annum reasonably determined
by the Administrative Agent to be the cost to it of funding such amount. Nothing herein shall be deemed to limit the rights of the Administrative Agent, any Lender or any Foreign Currency Lender
against the Borrower. 


        5.9.    Requirements of Law.    (a) If the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof: 



        (i)    shall
subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurocurrency Loan made by it, or
change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 5.10 and changes in the rate of tax on the overall net
income of such Lender); 


        (ii)    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; or 



38





 

        (iii)    shall
impose on such Lender any other condition; 




and
the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender deems to be material, of making, converting into, continuing or maintaining Eurocurrency
Loans or issuing or participating in Letters of Credit or participating in Foreign Currency Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower
shall promptly pay such Lender, upon its demand, 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 paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. 


        (b)    If
any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application
thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder or under
or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such
Lender's or such corporation's policies with respect to capital adequacy) 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 written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for
such reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than
six months prior to the date that such Lender notifies the Borrower of such Lender's intention to claim compensation therefor; and provided,  further, that,
if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to
include the period of such retroactive effect. 


        (c)    If
any Governmental Authority of the jurisdiction of any Foreign Currency (or any other jurisdiction in which the funding operations of any Foreign Currency Lender shall
be conducted with respect to such Foreign Currency) shall have in effect any reserve, liquid asset or similar requirement with respect to any category of deposits or liabilities customarily used to
fund loans in such Foreign Currency, or by reference to which interest rates applicable to loans in such Foreign Currency are determined, and the result of such requirement shall be to increase the
cost to such Foreign Currency Lender of making or maintaining any Foreign Currency Loan in such Foreign Currency, and such Foreign Currency Lender shall deliver to the Borrower a notice requesting
compensation under this paragraph, then the Borrower will pay to such Foreign Currency Lender on each Interest Payment Date with respect to each affected Foreign Currency Loan an amount that will
compensate such Foreign Currency Lender for such additional cost. 


        (d)    A
certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) setting
forth the basis of calculation of such additional amounts shall be conclusive in the absence of manifest error. The obligations of the Borrower pursuant to this Section shall survive the termination
of this Agreement and the payment of the Loans and all other amounts payable hereunder. 


        (e)    Notwithstanding
any other provision of this Agreement, if, (i) (A) the adoption of any law, rule or regulation after the date of this Agreement, (B) any
change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (C) compliance by any Lender with any
request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement, shall make it unlawful for any such Foreign
Currency Lender to make or maintain any 


39





 




Foreign Currency Loan or to give effect to its obligations as contemplated hereby with respect to any Foreign Currency Loan, or (ii) there shall have occurred any change in national or
international financial, political or economic conditions (including the imposition of or any change in exchange controls, but excluding conditions otherwise covered by this Section 5.9) which
would make it impracticable for any Foreign Currency Lenders to make or maintain Foreign Currency Loans denominated in the relevant currency after the date hereof to, or for the account of, the
Borrower, then: 



        (i)    by
written notice to the Borrower and to the Administrative Agent, such Foreign Currency Lender or Foreign Currency Lenders may declare that Foreign Currency Loans (in
the affected currency or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Foreign Currency Lender or Foreign Currency Lenders hereunder (or be continued for
additional Interest Periods), whereupon any request for a Foreign Currency Loan (in the affected currency or currencies) or to continue a Foreign Currency Loan (in the affected currency or
currencies), as the case may be, for an additional Interest Period) shall, as to such Foreign Currency Lender or Foreign Currency Lenders only, be of no force and effect, unless such declaration shall
be subsequently withdrawn; and 


        (ii)    all
outstanding Foreign Currency Loans (in the affected currency or currencies), made by such Foreign Currency Lender or Foreign Currency Lenders shall be repaid on the
last day of the then current Interest Period with respect thereto or, if earlier, the date on which the applicable notice becomes effective. 




        (f)    For
purposes of Section 5.9(e), a notice to the Borrower by any Foreign Currency Lender shall be effective as to each Foreign Currency Loan made by such Foreign
Currency Lender, if lawful, on the last day of the Interest Period currently applicable to such Foreign Currency Loan; in all other cases such notice shall be effective on the date of receipt thereof
by the Borrower. 


        5.10    Taxes.    (a) All payments made by the Borrower under this Agreement shall be made free and clear of,
and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on any Agent or any Lender
as a result of a present or former connection between such Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from such Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this
Agreement or any other Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded
Taxes") or Other Taxes are required to be withheld from any amounts payable to any Agent or any Lender hereunder, the amounts so payable to such Agent or such Lender shall be
increased to the extent necessary to yield to such Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not
be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a
party to this Agreement or designates a new lending office, except to the extent that such Lender's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph. 


40







   
        (b)    In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 


        (c)    Whenever
any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative
Agent for its own account or for the account of the relevant Agent or Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. If
the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other
required documentary evidence, the Borrower shall indemnify the Agents and the Lenders for any incremental taxes, interest or penalties that may become payable by any Agent or any Lender as a result
of any such failure. 


        (d)    Each
Lender (or Transferee) that is not a "U.S. Person" as defined in Section 7701(a)(30) of the Code (a "Non-U.S.
Lender") shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from
U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a statement substantially in the form of Exhibit H and a
Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or
a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on
or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each
Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender
shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to
this paragraph that such Non-U.S. Lender is not legally able to deliver. 


        (e)    A
Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located,
or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender's
judgment
such completion, execution or submission would not materially prejudice the legal position of such Lender. 


        (f)    The
agreements in this Section 5.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 


        (g)    If
any Lender or the Administrative Agent receives a refund attributable to any Non-Excluded Taxes or Other Taxes paid by the Borrower or for which the
Lender or the Administrative Agent has received payment from the Borrower hereunder, such Lender or the Administrative Agent, within 30 days of such receipt, shall deliver to the Borrower the
amount of such refund (including any interest paid by the relevant Governmental Authority with respect to such refund); provided however, that the Borrower agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender or the Administrative Agent in the event that such Lender or the Administrative
Agent is required to repay such refund to such Governmental Authority. In addition, upon a written request by 


41





 




the Borrower, any Lender and the Administrative Agent shall timely execute and deliver to the Borrower such certificates, forms or other documents which can be reasonably furnished consistent with
the facts to assist the Borrower in applying for refunds of Non-Excluded Taxes or Other Taxes remitted hereunder, unless to do so will unduly prejudice or cause undue hardship to such
Lender or the Administrative Agent (as determined in the reasonable discretion of such Lender or the Administrative Agent). This paragraph shall not be construed to require any Lender or the
Administrative Agent to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. 



        5.11.    Indemnity.    The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or
expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurocurrency Loans after the Borrower
has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurocurrency Loans after
the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurocurrency Loans or the conversion of Eurocurrency Loans
pursuant to Section 3.18(a), in each case, on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any,
of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to
borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest
(as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank
Eurocurrency market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. This covenant shall
survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. 


        5.12.    Change of Lending Office.    Each Lender agrees that, upon the occurrence of any event giving rise to the
operation of Section 5.9, 5.10(a) or 5.10(b) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender)
to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and  provided, further, that nothing in this Section shall affect or postpone any of the obligations of the
Borrower or the rights of any Lender pursuant to Section 5.9, 5.10(a) or 5.10(b). 


        5.13.    Replacement of Lenders.    The Borrower shall be permitted to replace any Lender that (a) requests
reimbursement for amounts owing pursuant to Section 5.9, 5.10(a) or 5.10(b) or (b) defaults in its obligation to make Loans hereunder, with a replacement financial institution;  provided that
(i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be
continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 5.12 so as to eliminate the continued need for
payment of amounts owing pursuant to Section 5.9, 5.10(a) or 5.10(b), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such
replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 5.11 if any Eurocurrency Loan owing to such replaced Lender
shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to
the Administrative 


42





 




Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 12.6, (viii) until such time as such replacement shall
be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 5.9, 5.10(a) or 5.10(b), as the case may be, and (ix) any such replacement shall not
be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. 



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


        (b)    The
Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 12.6(b), and a subaccount therein for each Lender, in which
shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder
from the Borrower and each Lender's share thereof. 


        (c)    The
entries made in the Register and the accounts of each Lender maintained pursuant to Section 5.14(a) shall, to the extent permitted by applicable law, be  prima facie evidence of the existence and
amounts of the obligations of the Borrower therein recorded;  provided, however, that the failure of any Lender or the Administrative Agent to maintain the
Register
or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance
with the terms of this Agreement. 


        (d)    The
Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the
Borrower evidencing any Term Loans, Revolving Credit Loans or Swingline Loans, as the case may be, of such Lender, substantially in the forms of Exhibit I-1, I-2 or
I-3, respectively, with appropriate insertions as to date and principal amount. 



        5.15.    Illegality.    Notwithstanding any other provision herein, if the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurocurrency Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurocurrency Loans, continue Eurocurrency Loans as such and convert Base Rate Loans to Eurocurrency Loans shall forthwith be canceled and (b) such
Lender's Loans then outstanding as Eurocurrency Loans, if any, shall be converted automatically to Base Rate Loans 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 5.11. 


        5.16.    Foreign Currency Exchange Rate.    (a) No later than 1:00 P.M., New York City time, on each
Calculation Date with respect to a Foreign Currency, the Administrative Agent shall determine the Exchange Rate as of such Calculation Date with respect to such Foreign Currency,  provided that, upon
receipt of a borrowing request pursuant to Section 3.16 or a request for a Letter of Credit denominated in a Foreign Currency
pursuant to Section 3.8, the Administrative Agent shall determine the Exchange Rate with respect to the relevant Foreign Currency in accordance with the foregoing (it being acknowledged and
agreed that the Administrative Agent shall use such Exchange Rate for the purposes of determining compliance with Section 3.15 with respect to such borrowing request or Application). The
Exchange Rates so determined shall become effective on the first Business Day 


43





 




immediately following the relevant Calculation Date (a "Reset Date"), shall remain effective until the next succeeding Reset Date and shall for all
purposes of this Agreement (other than Section 3.18(a), 5.7, 12.18 or any other provision expressly requiring the use of a current Exchange Rate) be the Exchange Rates employed in converting
any amounts between Dollars and Foreign Currencies. 


        (b)    No
later than 5:00 P.M., New York City time, on each Reset Date and each Borrowing Date with respect to Foreign Currency Loans, the Administrative Agent shall
determine the aggregate amount of the Dollar Equivalents of the principal amounts of the Foreign Currency Loans then outstanding (after
giving effect to any Foreign Currency Loans to be made or repaid on such date and the aggregate amount of the L/C Obligations then outstanding). 



        (c)    The
Administrative Agent shall promptly notify the Borrower of each determination of an Exchange Rate hereunder. 


SECTION 6.    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, the Borrower hereby
represents and warrants to each Agent and each Lender that: 


        6.1.    Financial Condition.    The audited consolidated balance sheets of the Borrower and its consolidated
Subsidiaries as at December 31, 2000 and December 31, 2001, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by
and accompanied by an unqualified report from KPMG LLP, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated
results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at
September 30, 2002, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated
financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month
period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with
GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations,
contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or
exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or disclosed in Sections 6.2 through
6.22. During the period from December 31, 2001 to and including the date hereof there has been no Disposition by the Borrower and its consolidated Subsidiaries of any material part of its
business or property. 


        6.2.    No Change.    Since December 31, 2001 there has been no development or event that has had or could
reasonably be expected to have a Material Adverse Effect. 


        6.3.    Corporate Existence; Compliance with Law.    Each Group Member (a) is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it
operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where
its ownership, lease or
operation of property or the conduct of its business requires such qualification, except to the extent that the failure to so qualify could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent 


44





 




that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 



        6.4.    Power; Authorization; Enforceable Obligations.    Each Loan Party has the power and authority, and the legal
right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary
organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the
terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in
connection with the Refinancing and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except
(i) consents, authorizations, filings and notices described in Schedule 6.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and
effect and (ii) the filings referred to in Section 6.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes,
and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or at law). 


        6.5.    No Legal Bar.    The execution, delivery and performance of this Agreement and the other Loan Documents, the
issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of any Group Member and will not
result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the
Liens created by the Security Documents). No Requirement of Law or Contractual Obligation applicable to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse
Effect. 


        6.6.    Litigation.    Except as described on Schedule 6.6, no litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against any Group Member or against any of their respective properties or revenues
(a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect. 



        6.7.    No Default.    No Group Member is in default under or with respect to any of its Contractual Obligations in
any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing. 


        6.8.    Ownership of Property; Liens.    Each Group Member has title in fee simple to, or a valid leasehold interest
in, all its real property material to its business, and, to its knowledge, good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any Lien
except as permitted by Section 9.3, and as set forth on Schedule B to each Title Policy. 


        6.9.    Intellectual Property.    Each Group Member owns, or is licensed to use, all material Intellectual Property
necessary for the conduct of its business as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the
validity or effectiveness of any Intellectual Property, nor does the Borrower know of any valid basis for any such claim, except such claims that, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the use of Intellectual Property by each Group Member does not infringe on the rights of any Person in any
material respect. 


45





 



        6.10.    Taxes.    Each Group Member has filed or caused to be filed all Federal, state and other material tax returns
that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges
imposed on it or any of its property by any Governmental Authority (other than any taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member); no tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being
asserted, with respect to any such tax, fee or other charge. 


        6.11.    Federal Regulations.    No part of the proceeds of any Loans, and no other extensions of credit hereunder,
will be used for "buying" or "carrying" any "margin stock" within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for
any purpose that violates the provisions of the Regulations of the Board. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender
a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U. 


        6.12.    Labor Matters.    Except as, in the aggregate, could not reasonably be expected to have a Material Adverse
Effect: (a) there are no strikes or other labor disputes against any Group Member pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to
employees each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any
Group Member on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member. 


        6.13.    ERISA.    Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect
to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of
the PBGC or a Plan has arisen, during such five-year period that would result in a material liability. The present value of all accrued benefits under each Single Employer Plan (based on
those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such
Plan allocable to such accrued benefits by a material amount in relation to the business of the Borrower. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial
withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity
would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most
closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent. 


        6.14.    Investment Company Act; Other Regulations.    No Loan Party is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness. 


        6.15.    Subsidiaries.    Except as disclosed to the Administrative Agent by the Borrower in writing from time to time
after the Closing Date, (a) Schedule 6.15(a) sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of
Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to 


46





 




employees, directors or other persons and directors' qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Subsidiary, except as created by the Loan Documents or, as
of the Closing Date, except as disclosed on Schedule 6.15(b). 



        6.16.    Use of Proceeds.    The proceeds of the Term Loans shall be used to finance the Refinancing, to pay fees and
expenses related to the Refinancing and for general corporate purposes of the Borrower and its Subsidiaries. The proceeds of the Revolving Loans shall be used, together with the proceeds of the
Swingline Loans and the Letters of Credit, for general corporate purposes of the Borrower and its Subsidiaries. The proceeds of the Foreign Currency Loans shall be used for general corporate purposes
of the Borrower and its Subsidiaries. 



        6.17.    Environmental Matters.    Except as, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect: 



        (a)    the
facilities and properties owned, leased or operated by any Group Member (the "Subject Properties") do not contain,
and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could reasonably be
expected to give rise to liability under, any applicable Environmental Law; 


        (b)    no
Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws with regard to any of the Subject Properties or the business operated by any Group Member (the
"Business"), nor does the Borrower have knowledge or reason to believe that any such notice will be received or is being threatened; 


        (c)    Materials
of Environmental Concern have not been transported or disposed of from the Subject Properties in violation of, or in a manner or to a location that could
reasonably be expected to give rise to liability under, any applicable Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under
any of the Subject Properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Law; 


        (d)    no
judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower, threatened, under any Environmental Law to which any
Group Member is or, to the knowledge of the Borrower, will be named as a party with respect to the Subject Properties or the Business, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Subject Properties or the Business; 


        (e)    there
has been no release or threat of release of Materials of Environmental Concern at or from the Subject Properties, or arising from or related to the operations of
any Group Member in connection with the Subject Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give rise to
liability under any applicable Environmental Laws; 


        (f)    the
Subject Properties and all operations at the Subject Properties are in compliance, and have in the last five years been in compliance, with all applicable
Environmental Laws, and there is no violation of any applicable Environmental Law with respect to the Subject Properties or the Business; and 


        (g)    no
Group Member has assumed or retained any liability of any other Person under Environmental Laws. 




        6.18.    Accuracy of Information, etc.    No statement or information contained in this Agreement, any other Loan
Document, the Confidential Information Memorandum or any other document, 


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certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this
Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished (or, in the case of the Confidential Information Memorandum, as of
the date of this Agreement), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. The projections
contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by 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. There is no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect that has not been
expressly disclosed herein, in the other Loan Documents, in the Confidential Information Memorandum or in any other documents, certificates and statements furnished to the Administrative Agent and the
Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents. 



        6.19.    Security Documents.    (a) The Guarantee and Collateral Agreement is effective to create in favor of
the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock
described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent or such other action is taken with respect to
Pledged Stock of Foreign Subsidiaries as specified in the Guarantee and Collateral Agreement, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when
financing statements and other filings specified on Schedule 6.19(a) in appropriate form are filed in the offices specified on Schedule 6.19(a), the Guarantee and Collateral Agreement
shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as
defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by
Section 9.3). 


        (b)    Each
of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged
Properties described therein and proceeds thereof, and when the Mortgages, together with the appropriate UCC financing statements filed in connection therewith, are filed in the offices specified on
Schedule 6.19(b), each such Mortgage, together with the appropriate UCC financing statements filed in connection therewith, shall, at the time of such filings, constitute a fully perfected Lien
on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant
Mortgage), in each case prior and superior in right to any other Person, subject to the exceptions set forth on Schedule B to the applicable Title Policy and the Liens permitted under
Section 9.3. Schedule 1.1(a) lists each parcel of real property in the United States owned in fee simple by the Borrower or any of its Subsidiaries as of the Closing Date. 



        6.20.    Solvency.    Each Loan Party is, and after giving effect to the Refinancing and the incurrence of all
Indebtedness and obligations being incurred in connection herewith and therewith will be and will continue to be, Solvent. 


        6.21.    Senior Indebtedness.    The Obligations (x) constitute "Senior Debt" and "Designated Senior Debt" of
the Borrower under and as defined in the Senior Subordinated Note Indenture and (y) are the only existing "Designated Senior Debt" under the Senior Subordinated Note Indenture. The obligations
of each Subsidiary Guarantor under the Guarantee and Collateral Agreement constitute "Guarantor Senior Debt" of such Subsidiary Guarantor under and as
defined in the Senior Subordinated Note Indenture. 


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        6.22    Regulation H.    As of the Closing Date, except as specified on Schedule 6.22, no Mortgage
encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood
insurance has been made available under the National Flood Insurance Act of 1968. 


        6.23.    Material Contracts.    (a) As of the Closing Date, (i) each Material Contract is in full force
and effect and is a legal, valid and binding obligation of each party thereto enforceable in accordance with its terms and (ii) no Group Member is in default of any material provision of any
Material Contract. 


        (b)    To
the best knowledge of the Borrower, (i) there has been no default, breach or other violation of any Material Contract and (ii) no Governmental Authority
has any basis for terminating any Material Contract other than customary termination provisions relating to convenience and other similar provisions, except, in each case, as could not reasonably be
expected to have a Material Adverse Effect. 


        (c)    To
the best knowledge of the Borrower, no Governmental Authority has delivered notice of or otherwise demonstrated its intention to exercise its option to terminate a
Material Contract on the basis of clause (b)(ii) above between itself and any of the Group Members, except for any such termination that could not reasonably be expected to have a
Material Adverse Effect. 


        (d)    Schedule 6.23
sets forth each material contract between any Group Member and any Governmental Authority in effect on the Closing Date. 


SECTION 7.    CONDITIONS PRECEDENT  



        7.1.    Conditions to Initial Extension of Credit.    The agreement of each Lender to make the initial extension of
credit requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date (but in any event no later than
December 31, 2002), of the following conditions precedent: 



        (a)    Credit Agreement; Guarantee and Collateral Agreement.    The Syndication Agent shall have received
(i) this Agreement executed and delivered by each Agent and the Borrower, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Subsidiary
Guarantor, (iii) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein), if any, that is not a
Loan Party and (iv) an Addendum executed and delivered by each Lender and accepted by the Borrower. 


        (b)    (i) The
Syndication Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated and all amounts thereunder shall
have been paid in full and (ii) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith. 



        (c)    Financial Statements.    The Lenders shall have received (i) audited consolidated financial statements
of the Borrower and its consolidated Subsidiaries for the 2000 and 2001 fiscal years and (ii) unaudited interim consolidated financial statements of the Borrower and its consolidated
Subsidiaries for each quarterly period ended subsequent to the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial
statements are available, and such financial statements shall not, in the reasonable judgment of the Lenders, reflect any material adverse change in the consolidated financial condition of the
Borrower and its consolidated Subsidiaries, as reflected in the financial statements or projections contained in the Confidential Information Memorandum (such receipt and judgment to be evidenced by
such Lender's execution of this Agreement). 



49





 




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


        (e)    Lien Searches.    The Syndication Agent and the Administrative Agent shall have received the results of a
recent lien search in each of the jurisdictions where assets of the Loan Parties are located, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted
by Section 9.3 or discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Syndication Agent and the Administrative Agent. 


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



        (g)    Closing Certificates.    The Syndication Agent shall have received (i) a certificate of each Loan Party,
dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments and (ii) a certificate of the Borrower, dated the Closing Date, certifying
that the representations set forth in Section 6.23 are true and correct on and as of the Closing Date without giving effect to the Material Adverse Effect qualifications set forth therein. 


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



        (i)    the
legal opinion of Kramer Levin Naftalis & Frankel LLP, counsel to the Borrower and its Subsidiaries, substantially in the form of
Exhibit G-1; 


        (ii)    the
legal opinion of Martin E. Schloss, general counsel of the Borrower and its Subsidiaries, substantially in the form of Exhibit G-2; 


        (iii)    the
legal opinion of local counsel in each of Georgia and Connecticut and of such other special and local counsel as may be required by the Syndication Agent. 




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


        (i)    Pledged Stock; Stock Powers; Pledged Notes.    The Administrative Agent shall have received (i) the
certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a
duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the
Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof or such other
action is taken with respect to Pledged Stock of Foreign Subsidiaries as specified in the Guarantee and Collateral Agreement. 


        (j)    Filings, Registrations and Recordings.    Subject to Section 8.12, each document (including any Uniform
Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Syndication Agent or the Administrative Agent to be filed, registered or recorded in
order to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to 



50





 





any other Person (other than with respect to Liens expressly permitted by Section 9.3), shall be in proper form for filing, registration or recordation. 


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



        (ii)    If
requested by the Syndication Agent, the Syndication Agent shall have received, and the title insurance company issuing the Title Policy (the
"Title Insurance Company") shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to
the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Syndication Agent and the Title Insurance Company by an independent
professional licensed land surveyor satisfactory to the Syndication Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with
the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and,
without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings,
structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements
appurtenant to the sites; (D) all roadways, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded or apparent from a
physical inspection of the sites; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a
filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located. 


        (iii)    The
Syndication Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder
for such insurance (the "Title Policy"). Each such policy shall (A) be in the amount set forth on Schedule 7.1(k) (the
"Title Policy Insured Amount"); (B) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear
of all defects and encumbrances, except as disclosed therein; (C) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (D) be in the form of ALTA Loan
Policy—1992; (E) contain such endorsements and affirmative coverage as the Syndication Agent may reasonably request and (F) be issued by title companies satisfactory to the
Syndication Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Syndication Agent). The Syndication Agent shall have received evidence
satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. 


        (iv)    If
requested by the Syndication Agent, the Syndication Agent shall have received (A) confirmation that the Borrower has received the notice required pursuant to
Section 208(e)(3) of Regulation H of the Board and (B) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage
and located in a flood zone and (2) is written in an amount not less than the Title Policy Insured Amount or the maximum limit of coverage made available with respect to the particular type of
property under the National Flood Insurance Act of 1968, whichever is less. Borrower shall maintain or cause to be maintained the flood insurance required under this Section until the maturity of the
Indebtedness secured by the Mortgages. 




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        (v)    The
Syndication Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in each Title Policy. 




        (l)    Insurance.    The Syndication Agent shall have received insurance certificates satisfying the requirements of
Section 5.3(b) of the Guarantee and Collateral Agreement. 




        7.2.    Conditions to Each Extension of Credit.    The agreement of each Lender to make any extension of credit
requested to be made by it on any date (including its initial extension of credit) is subject to the satisfaction of the following conditions precedent: 



        (a)    Representations and Warranties.    Each of the representations and warranties made by any Loan Party in or
pursuant to the Loan Documents shall be true and correct on and as of such date as if made on and as of such date. 


        (b)    No Default.    No Default or Event of Default shall have occurred and be continuing on such date or after
giving effect to the extensions of credit requested to be made on such date. 




Each
borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder 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 7.2 have been satisfied. 


SECTION 8.    AFFIRMATIVE COVENANTS  



        The Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any
Lender or Agent hereunder, the Borrower shall and shall cause each of its Subsidiaries to: 


        8.1.    Financial Statements.    Furnish to the Administrative Agent for distribution to each Lender: 



        (a)    as
soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in
comparative form the figures for the previous year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG LLC or
other independent certified public accountants of nationally recognized standing; and 


        (b)    as
soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the
unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for
such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as
being fairly stated in all material respects (subject to normal year-end audit adjustments). 




All
such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP. 


        8.2.    Certificates; Other Information.    Furnish to the Administrative Agent for distribution to each Lender (or,
in the case of clause (g), to the relevant Lender): 



        (a)    concurrently
with the delivery of the financial statements referred to in Section 8.1(a), a certificate of the independent certified public accountants reporting
on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; 



52







  



        (b)    concurrently
with the delivery of any financial statements pursuant to Section 8.1, (i) a certificate of a Responsible Officer stating that, to the best of
each such Responsible Officer's knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this
Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of
Default except as specified in such certificate and (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the
provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and, if applicable, for determining the Applicable Margins
and Commitment Fee Rate, and (iii) to the extent not previously disclosed to the Administrative Agent, a listing of any Intellectual Property acquired by any Loan Party since the date of the
most recent list delivered pursuant to this clause (iii) (or, in the case of the first such list so delivered, since the Closing Date); 



        (c)    as
soon as available, and in any event no later than 30 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following
fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash
flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) (collectively, the
"Projections"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on
reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect in any material respect in light of the circumstances
under which such estimates and assumptions were made; 


        (d)    if
at any time the Borrower is not required to file periodic reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, within 90 days after
the end of each fiscal year of the Borrower and within 45 days after the end of each other fiscal quarter of the Borrower, a narrative discussion and analysis of the financial condition and
results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared
to the comparable periods of the previous year; 


        (e)    no
later than ten Business Days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other
modification with respect to the Senior Subordinated Note Indenture; 


        (f)    within
five days after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities or
public equity securities and, within five days after the same are filed, copies of all financial statements and reports the Borrower may make to, or file with, the SEC; and 


        (g)    promptly,
such additional financial and other information as any Lender through the Administrative Agent may from time to time reasonably request. 




        8.3.    Payment of Obligations.    Pay, discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member. 


        8.4.    Maintenance of Existence; Compliance.    (a) (i) Preserve, renew and keep in full force and
effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and 


53





 




franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 9.4 and except, in the case of clause (ii) above, to the
extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent
that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 


        8.5.    Maintenance of Property; Insurance.    (a) Keep all Property material to the conduct of its business
in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such
amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies
engaged in the same or a similar business. 


        8.6.    Inspection of Property; Books and Records; Discussions.    (a) Keep proper books of records and
account in which full, true and correct entries in conformity with GAAP and all material Requirements of Law shall be made of all dealings and transactions in relation to its business and activities
and (b) permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during regular
business hours upon reasonable notice and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Group Members with
responsible officers of the Group Members and with their independent certified public accountants, provided that, so long as no Default or Event of
Default has occurred and is continuing, such visits, inspections and examinations by any such Lender shall be coordinated through the Administrative Agent and shall not exceed two visits each year. 



        8.7.    Notices.    Promptly give notice to the Administrative Agent, the Syndication Agent and each Lender of: 



        (a)    the
occurrence of any Default or Event of Default; 


        (b)    any
(i) default or event of default under any Contractual Obligation of any Group Member of which any Group Member has knowledge or notice or
(ii) litigation, investigation or proceeding that may exist at any time between any Group Member and any Governmental Authority of which any Group Member has knowledge or notice, which in
either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect; 


        (c)    any
litigation or proceeding affecting any Group Member of which any Group Member has knowledge or notice (i) in which the amount involved is $2,000,000 or more
and not covered by insurance, (ii) in which injunctive or similar relief is sought, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or
(iii) which relates to any Loan Document; 


        (d)    the
following events, as soon as possible and in any event within 30 days after the Borrower knows or has reason to know thereof: (i) the occurrence of any
Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination,
Reorganization or Insolvency of, any Multiemployer Plan if the Borrower could reasonably be expected to incur any material liabilities as a result of any such event or (ii) the institution of
proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination,
Reorganization or Insolvency of, any Plan if the Borrower could reasonably be expected to incur any material liabilities as a result of any such event; and 



54





 




        (e)    any
development or event that has had or could reasonably be expected to have a Material Adverse Effect. 




Each
notice pursuant to this Section 8.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the
Borrower or the relevant Subsidiary proposes to take with respect thereto. 



        8.8.    Environmental Laws.    (a) Comply in all material respects with, and use reasonable efforts to ensure
compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply in all material respects with and maintain, and use reasonable
efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws. 


        (b)    Conduct
and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under applicable Environmental Laws and
promptly comply in all respects with all orders and directives of all Governmental Authorities regarding Environmental Laws, provided,  however, that the
Borrower shall not be deemed in violation of this clause (b) if it promptly challenges any such order or directive of any
Governmental Authorities in a manner consistent with Environmental Laws and pursues such challenge or challenges diligently and the pendency of such challenges, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect. 


        (c)    Generate,
use, treat, store, release, dispose of, and otherwise manage Materials of Environmental Concern in a manner that would not reasonably be expected to result in
a material liability to, or to materially affect any real property owned or operated by, any Group Member; and take reasonable efforts to prevent any other person from generating, using, treating,
storing, releasing, disposing of, or otherwise managing Hazardous Materials in a manner that could reasonably be expected to result in a material liability to, or materially affect any real property
owned or operated by, any Group Member. 


        8.9.    Additional Collateral, etc.    (a) With respect to any property acquired after the Closing Date by any
Group Member (other than (x) any property described in paragraph (b), (c), (d), or (e) below, (y) any property subject to a Lien expressly permitted by
Section 9.3(m) or 9.3(p)) and (z) property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien,
promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems
necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to
the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. 



        (b)    With
respect to any fee interest in any real property having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by any
Group Member (other than (x) any such real property subject to a Lien expressly permitted by Section 9.3(m) and (z) real property acquired by any Foreign Subsidiary), promptly
(i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) if requested by the
Administrative Agent, provide the Lenders with (x) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as
shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed
necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if 


55





 




requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent. 


        (c)    With
respect to any new Subsidiary (other than a Foreign Subsidiary or a non-Wholly Owned Subsidiary) created or acquired after the Closing Date by any Group
Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary or any non-Wholly Owned Subsidiary that provides
a guarantee of any Indebtedness of the Borrower or any of its Subsidiaries (other than the Loans) after the Closing Date), promptly (i) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first
priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital
Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member or take such other action with respect to Pledged Stock of Foreign
Subsidiaries necessary to perfect the first priority security interest of the Administrative Agent in such Pledged Stock, (iii) cause such new Subsidiary (A) to become a party to the
Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security
interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a
certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. 


        (d)    With
respect to any Domestic Subsidiary created or acquired after the Closing Date by any Group Member that does not become a Subsidiary Guarantor pursuant to
Section 8.9(c), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or
advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Group
Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized
officer of the relevant Group Member, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent's
security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall
be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. 


        (e)    With
respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Group Member, promptly (i) execute and deliver to the Administrative
Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to
grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member
(provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged),
(ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of
the relevant Group Member, or take such other action with respect to Pledged Stock of Foreign Subsidiaries necessary to perfect the first priority security interest of the 


56





 




Administrative Agent in such Pledged Stock, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the
Administrative Agent's security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. 


        8.10.    Further Assurances.    From time to time execute and deliver, or cause to be executed and delivered, such
additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of this
Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights of the Administrative Agent and the Lenders with respect to the Collateral (or with respect to any additions
thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by the Borrower or any Subsidiary which may be deemed to be part of the Collateral)
pursuant hereto or thereto. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires
any consent, approval, recording qualification or authorization of any Governmental Authority, the Borrower will execute and deliver, or will cause the execution and delivery of, all applications,
certifications, instruments and other documents and papers that the Administrative Agent or such Lenders may be required to obtain from the Borrower or any of its Subsidiaries for such governmental
consent, approval, recording, qualification or authorization. 


        8.11.    Connecticut Lottery Corporation.    Use its commercially reasonable efforts to procure, within 60 days
after the Closing Date, an agreement among the Borrower, the Connecticut Lottery Corporation ("CLC") and the Administrative Agent substantially similar
to that certain agreement, dated as of December 22, 2000, among CLC, the Borrower, Autotote Lottery Corporation and DLJ Capital Funding, Inc. and otherwise reasonably satisfactory in
form and substance to the Administrative Agent. 


        8.12.    Pledge of Foreign Subsidiary Stock.    To the extent not otherwise satisfied on the Closing Date with respect
to the Foreign Subsidiaries of the Borrower and each Subsidiary Guarantor, no later than 120 days after the Closing Date, the Borrower shall, and shall cause each of its Subsidiary Guarantors
directly owning a Foreign Subsidiary to, deliver to the Administrative Agent pledge documents executed with respect to the Capital Stock of each such Foreign Subsidiary and any other document or
instrument reasonably requested by the Administrative Agent and take any other actions specified in the Guarantee and Collateral Agreement necessary to grant to the Administrative Agent a perfected
Lien on such Capital Stock, all in form and substance reasonably satisfactory to the Administrative Agent. 


        8.13.    Post-Closing Matters.    (a) No later than 10 Business Days after the Closing Date,
Borrower shall cause Scientific Games International, Inc. ("SGII") (i) to deliver to the Administrative Agent a certificate of a
responsible officer of SGII (w) attaching a true and complete copy of the agreement between SGII and Bridgeport Jai Alai, Inc. d/b/a Shoreline Star Greyhound Park and Entertainment
Complex ("Shoreline") pursuant to which Shoreline has agreed to be responsible for a certain portion of SGII's personal property taxes,
(x) certifying the aggregate amount of tax owed to the City of Bridgeport, Tax Collector as evidenced by UCC financing statement file number 2148563, filed with the Secretary of State of the
State of Connecticut on July 15, 2002 (the "CT UCC"), (y) certifying as to the aggregate amount of tax for which each of Shoreline and
SGII is responsible pursuant to the agreement referred to in clause (w) and (z) attaching a true and correct copy of the order permitting Shoreline to pay such taxes on a deferred basis
and (ii) to use its best efforts to cause a termination statement to be filed terminating the CT UCC. 


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        (b)    No
later than 15 Business Days after the Closing Date, (i) the Borrower shall deliver to the Administrative Agent a certificate representing the Capital Stock of
Scientific Games Holdings Corp., a Delaware corporation ("SGHC"), (ii) the Borrower shall cause SGHC to deliver to the Administrative Agent a
certificate representing the Capital Stock of Scientific Games UK Holdings LTD, a corporation organized under the laws of the United Kingdom, and (iii) the Borrower shall cause SGII to
deliver to the Administrative Agent a certificate representing the Capital Stock of Scientific Connections India Private Limited, a corporation organized under the laws of India, in each case, as
described in Schedule 2 to the Guarantee and Collateral Agreement, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower, SGHC or
SGII, as the case may be. 


SECTION 9.    NEGATIVE COVENANTS  



        The Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any
Lender or Agent hereunder, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: 


        9.1.    Financial Condition Covenants.    


        (a)    Consolidated Leverage Ratio.    Permit the Consolidated Leverage Ratio as at the last day of any period of four
consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: 



	Fiscal Quarter
 
	 	Consolidated

Leverage Ratio

	December 31, 2002	 	4.00 to 1.00
	March 31, 2003	 	4.00 to 1.00
	June 30, 2003	 	4.00 to 1.00
	September 30, 2003	 	3.75 to 1.00
	December 31, 2003	 	3.75 to 1.00
	March 31, 2004	 	3.50 to 1.00
	June 30, 2004	 	3.50 to 1.00
	September 30, 2004	 	3.25 to 1.00
	December 31, 2004	 	3.25 to 1.00
	March 31, 2005	 	3.25 to 1.00
	June 30, 2005	 	3.25 to 1.00
	September 30, 2005	 	3.00 to 1.00
	December 31, 2005	 	3.00 to 1.00
	March 31, 2006	 	3.00 to 1.00
	June 30, 2006	 	3.00 to 1.00
	September 30, 2006	 	3.00 to 1.00
	December 31, 2006 and thereafter	 	3.00 to 1.00





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        (b)    Consolidated Interest Coverage Ratio.    Permit the Consolidated Interest Coverage Ratio for any period of four
consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter: 



	Fiscal Quarter
 
	 	Consolidated Interest

Leverage Ratio

	December 31, 2002	 	2.50 to 1.00
	March 31, 2003	 	2.75 to 1.00
	June 30, 2003	 	3.00 to 1.00
	September 30, 2003	 	3.25 to 1.00
	December 31, 2003	 	3.50 to 1.00
	March 31, 2004	 	3.50 to 1.00
	June 30, 2004	 	3.50 to 1.00
	September 30, 2004	 	3.75 to 1.00
	December 31, 2004	 	3.75 to 1.00
	March 31, 2005	 	3.75 to 1.00
	June 30, 2005	 	3.75 to 1.00
	September 30, 2005	 	3.75 to 1.00
	December 31, 2005	 	3.75 to 1.00
	March 31, 2006	 	3.75 to 1.00
	June 30, 2006	 	3.75 to 1.00
	September 30, 2006	 	3.75 to 1.00
	December 31, 2006 and thereafter	 	3.75 to 1.00






        (c)    Consolidated Fixed Charge Coverage Ratio.    Permit the Consolidated Fixed Charge Coverage
Ratio for any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter: 



	Fiscal Quarter
 
	 	Charge

Coverage Ratio

	December 31, 2002	 	1.65 to 1.00
	March 31, 2003	 	1.65 to 1.00
	June 30, 2003	 	1.65 to 1.00
	September 30, 2003	 	1.70 to 1.00
	December 31, 2003	 	1.70 to 1.00
	March 31, 2004	 	1.70 to 1.00
	June 30, 2004	 	1.70 to 1.00
	September 30, 2004	 	1.75 to 1.00
	December 31, 2004	 	1.75 to 1.00
	March 31, 2005	 	1.75 to 1.00
	June 30, 2005	 	1.75 to 1.00
	September 30, 2005	 	1.80 to 1.00
	December 31, 2005	 	1.80 to 1.00
	March 31, 2006	 	1.80 to 1.00
	June 30, 2006	 	1.80 to 1.00
	September 30, 2006	 	1.85 to 1.00
	December 31, 2006 and thereafter	 	1.85 to 1.00





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        (d)    Consolidated Senior Debt Ratio.    Permit the Consolidated Senior Debt Ratio as at the last day
of any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter: 



	Fiscal Quarter
 
	 	Consolidated Senior Debt Ratio

	December 31, 2002	 	3.25 to 1.00
	March 31, 2003	 	3.25 to 1.00
	June 30, 2003	 	3.25 to 1.00
	September 30, 2003	 	3.00 to 1.00
	December 31, 2003	 	3.00 to 1.00
	March 31, 2004	 	3.00 to 1.00
	June 30, 2004	 	3.00 to 1.00
	September 30, 2004	 	2.75 to 1.00
	December 31, 2004	 	2.75 to 1.00
	March 31, 2005	 	2.75 to 1.00
	June 30, 2005	 	2.75 to 1.00
	September 30, 2005	 	2.50 to 1.00
	December 31, 2005	 	2.50 to 1.00
	March 31, 2006	 	2.50 to 1.00
	June 30, 2006	 	2.50 to 1.00
	September 30, 2006	 	2.50 to 1.00
	December 31, 2006 and thereafter	 	2.50 to 1.00






        9.2.    Indebtedness.    Create, issue, incur, assume, become liable in respect of or suffer to exist any
Indebtedness, except: 



        (a)    Indebtedness
of any Loan Party pursuant to any Loan Document; 


        (b)    Indebtedness
(i) of the Borrower to any Subsidiary, (ii) of any Subsidiary Guarantor to the Borrower or any other Subsidiary, (iii) of any
Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and (iv) subject to Section 9.8(j), of any Non-Guarantor Subsidiary to the Borrower or
any Subsidiary Guarantor; 


        (c)    Guarantee
Obligations incurred in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of the Borrower, any Subsidiary Guarantor
and, subject to Section 9.8(j), of any Non-Guarantor Subsidiary; 



        (d)    Indebtedness
outstanding on the date hereof and listed on Schedule 9.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or
shortening the maturity of, the principal amount thereof); 


        (e)    Indebtedness
(including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 9.3(m) in an aggregate principal amount not to
exceed $20,000,000 at any one time outstanding; 


        (f)    (i) Indebtedness
of the Borrower in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $67,043,125 and (ii) Guarantee
Obligations of any Subsidiary Guarantor in respect of such Indebtedness, provided that such Guarantee Obligations 



60





 





are subordinated to the same extent as the obligations of the Borrower in respect of the Senior Subordinated Notes; 


        (g)    Hedge
Agreements permitted by Section 9.16. 


        (h)    additional
Indebtedness of the Borrower or any of the Subsidiary Guarantors in an aggregate principal amount (for the Borrower and all Subsidiary Guarantors) not to
exceed $20,000,000 at any one time outstanding; 


        (i)    Indebtedness
of Scientific Games International Limited ("SGIL")in respect of mortgage financing of real
property and improvements located in Quayside Thwaitgate, Leeds LS10, England (the "UK Property") and any equipment located on the UK Property,
including costs, fees and expenses related to such Indebtedness in an aggregate amount not to exceed $20,000,000 at any one time outstanding, provided  that, such Indebtedness is recourse solely to the
UK Property and the equipment located on the UK Property; 


        (j)    additional
Indebtedness of Foreign Subsidiaries and Non-Guarantor Subsidiaries in an aggregate principal amount (for all such Foreign Subsidiaries) not to
exceed $15,000,000 at any one time outstanding, provided that, any such Indebtedness is non-recourse to the Borrower and its Domestic
Subsidiaries; and 


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




        9.3.    Liens.    Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or
hereafter acquired, except for: 



        (a)    Liens
for taxes, assessments, governmental charges or claims not yet due or that are being contested in good faith by appropriate proceedings,  provided that adequate reserves with respect thereto are
maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity
with GAAP; 


        (b)    carriers',
warehousemen's, mechanics', materialmen's, repairmen's, statutory bank liens, rights of set-off or other like Liens arising in the ordinary course
of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; 


        (c)    pledges
or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and letters of credit issued in lieu of such
deposits in the ordinary course of business; 


        (d)    deposits
to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of business; 


        (e)    easements,
rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not
substantial in amount and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or
any of its Subsidiaries; 


        (f)    attachment
or judgment Liens not constituting an Event of Default under Section 10; provided that such Lien is
released within 60 days after the entry thereof; 


        (g)    Liens
in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods that are not overdue for a period of
more than 30 days or that are being contested in good faith by appropriate proceedings; provided that, such Liens do not encumber any property
other than the goods subject to such customs duties; 



61





 




        (h)    zoning
or similar laws or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property; 


        (i)    Liens
securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into
in the ordinary course of business of the Borrower and its Subsidiaries; 



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


        (k)    Liens
securing Indebtedness of any Non-Guarantor Subsidiary permitted by (i) Section 9.2(i), to the extent such Lien encumbers only the UK
Property and the equipment located on the UK Property and (ii) Section 9.2(j), to the extent such Lien does not at any time encumber any property other than the property of such
Non-Guarantor Subsidiary; 


        (l)    Liens
in existence on the date hereof listed on Schedule 9.3(l), securing Indebtedness permitted by Section 9.2(d), provided  that no such Lien is spread to cover any additional property after the
Closing Date and that the amount of Indebtedness secured thereby is not increased; 


        (m)    Liens
securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 9.2(e) to finance the acquisition or manufacture of fixed or
capital assets, provided that (i) such Liens shall be created within 90 days of the acquisition or manufacture of such fixed or capital
assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not
subsequently increased; 


        (n)    Liens
created pursuant to the Security Documents; 


        (o)    any
interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the
assets so leased; and 


        (p)    Liens
securing Indebtedness of the Borrower or any Subsidiary Guarantors incurred pursuant to Section 9.2(h) so long as neither (i) the aggregate
outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds
(as to the Borrower and all Subsidiaries) $15,000,000 at any one time. 




        9.4.    Fundamental Changes.    Enter into any merger, consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or Dispose of, all or substantially all of its property or business, except that: 



        (a)    any
Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall
be the continuing or surviving Person) or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or
surviving corporation) or, subject to Section 9.8(j), with or into any Foreign Subsidiary or Non-Guarantor Subsidiary; notwithstanding the foregoing, any Non-Guarantor
Subsidiary may be merged or consolidated with another Non-Guarantor Subsidiary without limitation; 


        (b)    any
Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary Guarantor or, subject
to Section 9.8(j), any Non-Guarantor Subsidiary; notwithstanding the foregoing, any Non-Guarantor Subsidiary may Dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to another Non-Guarantor Subsidiary without limitation; and 


        (c)    any
Subsidiary may liquidate, wind up or dissolve after the Disposition of all of its assets as set forth in Section 9.4(b). 



62





 





        9.5.    Disposition of Property.    Dispose of any of its Property, whether now owned or hereafter acquired, or, in
the case of any Subsidiary, issue or sell any shares of such Subsidiary's Capital Stock to any Person, except: 



        (a)    the
Disposition of obsolete or worn out Property in the ordinary course of business; 


        (b)    the
sale of inventory in the ordinary course of business; 


        (c)    Dispositions
permitted by Section 9.4(b); 


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


        (e)    (i) the
Disposition of other Property (other than any sale of less than all of the Capital Stock of any Subsidiary then owned by the Group Members) or
(ii) the Disposition of minority interests in joint ventures or any Non-Guarantor Subsidiary, having a fair market value not to exceed $20,000,000 in the aggregate for any fiscal
year of the Borrower, provided that, (A) the aggregate amount of all such Dispositions shall not exceed $60,000,000 during the term of this
Agreement, (B) the consideration received in any such Disposition shall be in an amount at least equal to the fair market value of such Property, (C) at least 80% of the consideration
received in any such Disposition shall be in cash, provided that the amount of such consideration required to be paid in cash may be reduced to 50% so
long as the remaining portion of such consideration is comprised of debt or equity securities of the acquiring Person; and provided further that
Dispositions of other Property for an amount of up to $2,000,000 in any fiscal year shall not be subject to this clause (C) and (D) the Net Cash Proceeds of any such Dispositions shall
be applied to prepay Term Loans to the extent required pursuant to Section 5.2(c); and 


        (f)    (i) the
shares of Scientific Games International GmbH may be transferred to Scientific Games International Holdings LTD
("SGIH") in exchange for shares of SGIH and a promissory note and (ii) Scientific Games Holding Corp. may sell all of the shares of Scientific
Games UK Holdings LTD to SGIH in exchange for shares of SGIH and a promissory note (each, a "Tax Reorganization"),  provided that, (w) prior to
any Tax Reorganization, the Borrower shall have delivered, and shall have caused the related Subsidiaries to deliver,
to the Administrative Agent copies or originals, as applicable, of all documents and certificates necessary, or in the reasonable opinion of the Administrative Agent,
desirable to consummate such Tax Reorganization, including (1) new schedules to this Agreement and the Guarantee and Collateral Agreement necessary to give effect to such Tax Reorganization
which will replace the related existing schedules upon the consummation of such Tax Reorganization, (2) a pledge of all Indebtedness under each intercompany promissory note, if any, entered
into in connection with such Tax Reorganization, (3) certified copies of all organizational documents and constitutional documents of each applicable Subsidiary (to the extent not previously
delivered), (4) certified copies of all board resolutions and shareholder resolutions (if applicable), and all approvals and consents applicable or required to consummate such Tax
Reorganization in England, Wales or Austria, as the case may be and (5) such other documents as the Administrative Agent may reasonably request, (x) concurrently with the consummation of
any Tax Reorganization, the Borrower shall have delivered, and shall have caused the related Subsidiaries to deliver, to the Administrative Agent executed copies of all documents and certificates
required to be delivered pursuant to Section 8.9, (y) all such documents and certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and
(z) the Borrower shall, and shall cause its Subsidiaries to, comply in all respects with the requirements of Section 8.9 to the extent such Section relates to such Tax Reorganization and
the Subsidiaries affected thereby. 




        9.6.    Restricted Payments.    Declare or pay any dividend (other than dividends payable solely in common stock of
the Person making such dividend) on, or make any payment on account of, or set 


63





 


apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, 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 any Group Member (collectively,
"Restricted Payments"), except that: 



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


        (b)    the
Borrower may repurchase (x) shares of its Capital Stock to the extent that such repurchase is deemed to occur upon the exercise of stock options to acquire
the Borrower's common stock or similar arrangements to acquire common stock; provided that, such repurchased Capital Stock represent a portion of the exercise price thereof and,  provided further, that,
no cash is expended (or obligation to expend cash is incurred) by the Borrower or any of its subsidiaries pursuant to this
clause (x), and (y) shares of the Borrower's Capital Stock held by directors, executive officers, members of management or employees of the Borrower or any of its Subsidiaries upon the
death, disability, retirement or termination of employment of such directors, executive officers, members of management or employees, so long as (1) immediately prior to, and after giving
effect to such repurchase, no Default or Event of Default shall have occurred or is continuing and (2) the aggregate amount of cash expended by the Borrower pursuant to this clause (y)
does not exceed $2,000,000 in any fiscal year of the Borrower; 


        (c)    the
Borrower may make withholding tax payments on behalf of the holders of the Convertible Preferred Stock solely to the extent required in connection with the payment
by the Borrower of payment-in-kind dividends on the Convertible Preferred Stock; provided that, the aggregate amount of such
withholding tax payments made by the Borrower shall not exceed (x) $1,000,000 during any fiscal
year of the Borrower or (y) $5,000,000 during the period from the Closing Date through and including December 31, 2005, and, provided
further, that prior to the Borrower making any such withholding tax payments in any fiscal year, the holders of the Convertible Preferred Stock shall have previously made, or
transferred to the Borrower adequate funds so that the Borrower may make on behalf of the holders of the Convertible Preferred Stock, withholding tax payments in an amount equal to at least 10% of the
fair market value of such payment-in-kind dividends; 


        (d)    the
Borrower may pay cash dividends on its Convertible Preferred Stock in an aggregate amount not to exceed the then unused Permitted Expenditure Amount at such time
(after giving effect to any concurrent uses thereof), provided that, (x) no Default or Event of Default shall have occurred and be continuing
immediately prior to and after giving effect to such Restricted Payment and (y) after giving effect to the proposed Restricted Payment and any repurchase or redemption of the Senior
Subordinated Notes pursuant to Section 9.9(a) on the date of such Restricted Payment, if applicable, the Consolidated Senior Debt Ratio on a pro forma  basis shall be at least 0.5 below the then
current level required by Section 9.1(d); and 


        (e)    the
Borrower may make Restricted Payments to pay payment-in-kind dividends on its Convertible Preferred Stock. 




        9.7.    Capital Expenditures.    Make any Capital Expenditure, except: 



        (a)    Capital
Expenditures of the Borrower and its Subsidiaries in the ordinary course of business (other than Capital Expenditures permitted by Section 9.7(b)) in an
aggregate amount not exceeding $25,000,000 in any fiscal year of the Borrower commencing on or after January 1, 2003; provided, that
(i) 50% of any amount not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures
made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in 



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respect of amounts permitted for such fiscal year as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant
to subclause (i) above; 


        (b)    Capital
Expenditures of the Borrower and its Subsidiaries in connection with any New Contract in an aggregate amount not exceeding the sum of (i) $30,000,000  plus (ii) the then unused Permitted
Expenditure Amount at such time (after giving effect to any concurrent uses thereof) for each contract,  provided that, no Default or Event of Default shall have occurred and be continuing at the time
the Borrower and its Subsidiaries enters into such new
contract; and 


        (c)    Capital
Expenditures made with the proceeds of any Reinvestment Deferred Amount. 




        9.8.    Investments.    Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital
contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of
the foregoing, "Investments"), except: 



        (a)    extensions
of trade credit in the ordinary course of business; 


        (b)    (i) Investments
in Cash Equivalents and (ii) other Investments in Foreign Currencies held in the ordinary course of business in the aggregate amount not to
exceed the Dollar Equivalent of $1,000,000 at any time, which Investments would otherwise constitute Cash Equivalents but for the sovereign debt rating of the country issuing such Foreign Currency; 


        (c)    Guarantee
Obligations permitted by Section 9.2; 


        (d)    loans
and advances to employees of any Group Member of the Borrower in the ordinary course of business (including for travel, entertainment and relocation expenses) in
an aggregate amount for all Group Members not to exceed $2,000,000 at any one time outstanding; 


        (e)    Investments
consisting of Capital Expenditures permitted by Section 9.7; 


        (f)    Investments
outstanding on the date hereof and listed on Schedule 9.8(f); 


        (g)    Investments
consisting of non-cash consideration received by the Borrower and its Subsidiaries in connection with any Disposition of assets permitted under
Section 9.5(e) in an aggregate amount not to exceed $15,000,000 at any one time outstanding (determined without regard to any write-downs or write-offs thereof); 


        (h)    Investments
in assets useful in the business of the Borrower and its Subsidiaries made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment
Deferred Amount; 


        (i)    intercompany
Investments by any Group Member in the Borrower or any Person that, prior to such Investment, is a Subsidiary Guarantor; 


        (j)    intercompany
Investments by the Borrower or any of its Subsidiaries in any Person, that, prior to such Investment, is a Non-Guarantor Subsidiary (including,
without limitation, Guarantee Obligations with respect to obligations of any such Non-Guarantor Subsidiary, loans made to any such Non-Guarantor Subsidiary and Investments
resulting from mergers with or sales of assets to any such Non-Guarantor Subsidiary) in an aggregate amount (valued at cost) not to exceed $25,000,000 at any one time outstanding during
the term of this Agreement, excluding the amount of any such Investment in a Foreign Subsidiary that is a holding company with no material assets, liabilities or operations (a
"Foreign Holdco") other than an equity Investment in another Foreign Subsidiary that is a direct, wholly-owned Subsidiary of such Foreign Holdco
("Foreign Holdco Subsidiary") to the extent such Investment by the Borrower or such Subsidiaries in Foreign Holdco is equal to or less than the equity
Investment of Foreign Holdco in such Foreign Holdco Subsidiary; 



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        (k)    Investments
consisting of acquisitions of Capital Stock or assets pursuant to a Permitted Acquisition, provided that,
(x) the aggregate amount of cash consideration paid for all such acquisitions shall not exceed $100,000,000 during the term of this Agreement, (y) the aggregate amount of any such
Investment or series of Investments in any Domestic Subsidiary shall not exceed $60,000,000 and (z) the aggregate amount of all such Investments in Non-Guarantor Subsidiaries shall
not exceed $30,000,000 during the term of this Agreement; 


        (l)    Investments
in joint ventures (other than pursuant to Section 9.8(j)) in an aggregate amount not to exceed $10,000,000 in any fiscal year of the Borrower;  provided that, (i) 50% of any amount not so
expended in the fiscal year for which it is permitted, may be carried over for use in the next
succeeding fiscal year and (ii) Investments made pursuant to this clause (l) during any fiscal year shall be deemed made, first, in
respect of amounts permitted for such fiscal year as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant
to subclause (i) above; 


        (m)    minority
Investments in the securities of any trade creditor, wholesaler, supplier or customer received pursuant to any plan of reorganization or similar arrangement of
such trade creditor, wholesaler, supplier or customer, as applicable; 



        (n)    in
addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost)
not to exceed $15,000,000 during the term of this Agreement; and 


        (o)    the
acquisition (the "MDI Acquisition") of all the outstanding Capital Stock of MDI Entertainment, Inc.
("MDI"), provided that, (i) the aggregate amount of cash consideration paid in the MDI
Acquisition shall not exceed $18,500,000 and (ii) upon consummation of the MDI Acquisition, (x) MDI shall become a Wholly Owned Subsidiary of the Borrower and (y) the Borrower has
performed, or has caused to be performed, all actions necessary to comply with Section 8.9 herein, including, but not limited to, promptly executing and delivering to the Administrative Agent
an amendment or
supplement to the Guarantee and Collateral Agreement, in each case, in form and substance reasonably satisfactory to the Administrative Agent. 




        9.9    Optional Payments and Modifications of Certain Debt Instruments.    (a) Make or offer to make any
optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to the Senior Subordinated Notes or the
Convertible Preferred Stock, provided that, the Borrower may repurchase or redeem Senior Subordinated Notes in an aggregate principal amount not to
exceed an amount equal to the then unused Permitted Expenditure Amount at such time (after giving effect to any concurrent uses thereof) so long as, (x) no Default or Event of Default shall
have occurred and be continuing or would result therefrom and (y) after giving effect to the proposed repurchase or redemption of the Senior Subordinated Notes or any Restricted Payment made
pursuant to Section 9.6(d) on the date of such repurchase or redemption, if applicable, the Consolidated Senior Debt Ratio on a pro forma basis
shall be at least 0.5 below the then current level required by Section 9.1(d), (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or
other change to, any of the terms of the Senior Subordinated Notes (other than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount
of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon or would eliminate any covenant or make any covenant less restrictive and (ii) does not
involve the payment of a consent fee), (c) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the
Convertible Preferred Stock (other than any such amendment, modification, waiver or other change that (x) (i) would extend the scheduled redemption date or reduce the amount of any scheduled
redemption payment or reduce the rate or extend any date for payment of dividends thereon or would eliminate any covenant or make any covenant less restrictive 


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and (ii) does not involve the payment of a consent fee or (y) is otherwise not material or adverse to the Lenders as determined by the Administrative Agent in its sole discretion),
(d) designate any Indebtedness (other than obligations of the Loan Parties pursuant to the Loan Documents) as "Designated Senior Debt" (or any
other defined term having a similar purpose) for the purposes of the Senior Subordinated Note Indenture or (e) amend, modify, waive or otherwise change, or consent or agree to any amendment,
modification, waiver or other change to, any of the terms of the Preferred Stock Purchase Agreement, other than any amendment, modification, waiver or other change that is neither material or adverse
to the Lenders. 


        9.10.    Transactions with Affiliates.    Enter into any transaction, including any purchase, sale, lease or exchange
of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower or any Subsidiary Guarantor) unless such transaction
is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of the relevant Group Member, and (c) upon fair and reasonable terms no less favorable to
the relevant Group Member, than it would obtain in a comparable arm's length transaction with a Person that is not an Affiliate. 


        9.11.    Sales and Leasebacks.    Enter into any arrangement with any Person providing for the leasing by any Group
Member of real or personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of such Group Member, other
than any such arrangement that (i) if such arrangement is a Capital Lease Obligation, is permitted pursuant to Section 9.2(e), (ii) the consideration received from such
arrangement is at least equal to the fair market value of the property sold as determined in good faith by the Borrower's board of directors, provided  that prior consent of the board of directors shall
be obtained if such fair market value was determined to be in excess of $1,000,000 and (iii) the Net Cash Proceeds
derived from such arrangement shall be applied toward the prepayment of the Term Loans as set forth in Section 5.2(c). 



        9.12.    Changes in Fiscal Periods.    Permit the fiscal year of the Borrower to end on a day other than
December 31 or change the Borrower's method of determining fiscal quarters. 


        9.13.    Negative Pledge Clauses.    Enter into or suffer to exist or become effective any agreement that prohibits or
limits the ability of any Group Member to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations
under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any Liens or Capital Lease Obligations otherwise
permitted under Sections 9.3(l), (m) and (o), provided that, in each case, any prohibition or limitation shall only be effective against the
assets financed thereby, (c) to the extent existing on the Closing Date, contracts with customers prohibiting Liens on any equipment used in the performance of any such contracts set forth on
Schedule 9.13(c), (d) to the extent existing on the Closing Date, contracts with customers prohibiting the assignment of such contracts or proceeds owing thereunder set forth on
Schedule 9.13(d) and (e) to the extent contracts of the type described in clause (c) or (d) hereof are entered into after the Closing Date, any such contracts (and any
renewals thereof) so long as the aggregate value of the assets subject to such prohibitions, in each case as set forth on the most recent consolidated balance sheet of the Borrower and its
consolidated Subsidiaries in accordance with GAAP, shall not exceed 5% of the aggregate value of all assets set forth on the most recent consolidated balance sheet of the Borrower and its consolidated
Subsidiaries in accordance with GAAP. 


        9.14.    Clauses Restricting Subsidiary Distributions.    Enter into or suffer to exist or become effective any
consensual encumbrance or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any
Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or 


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advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for
such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed
pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary. 


        9.15.    Lines of Business.    Enter into any business, either directly or through any Subsidiary, except for those
businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related thereto and business utilizing the same or similar technology. 


        9.16.    Hedge Agreements.    Enter into any Hedge Agreement, except (a) Hedge Agreements entered into by the
Borrower to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Capital Stock or the Senior Subordinated Notes) and (b) Hedge
Agreements entered into in order to effectively cap, collar or exchange interest or currency rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with
respect to any interest-bearing liability or investment of the Borrower or any Subsidiary. 


SECTION 10.    EVENTS OF DEFAULT  


        If any of the following events shall occur and be continuing: 



        (a)    the
Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any
interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within five days after any such interest or other amount becomes due in
accordance with the terms hereof; or 


        (b)    any
representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial
or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the
date made or deemed made; or 


        (c)    (i) any
Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) of Section 8.4(a) (with
respect to the Borrower only), Section 8.7(a) or Section 9 of this Agreement or Sections 5.5 and 5.7(b) of the Guarantee and Collateral Agreement or (ii) an "Event of Default"
under and as defined in any Mortgage shall have occurred and be continuing; or 



        (d)    any
Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in
paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after notice to the Borrower from the Administrative Agent or the
Required Lenders; or 


        (e)    any
Group Member (i) defaults in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the
scheduled or original due date with respect thereto; or (ii) defaults in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness was created; or (iii) defaults in the observance or performance of any other agreement or condition relating to any such Indebtedness or
contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of 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 to become due prior to its stated 



68





 





maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable;  provided, that a
default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any
time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e)
shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $5,000,000; or 



        (f)    (i) any
Group Member shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Group Member shall make a general assignment for the benefit of its creditors;
or (ii) there shall be commenced against any Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an
order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against
any Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that
results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any
Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or
(v) any Group Member shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or 


        (g)    (i) any
Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan
shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or
a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion
of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA,
(v) the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the
Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through
(vi) above, such event or condition, together with all other such events or conditions, if any, could, in the reasonable judgment of the Required Lenders, reasonably be expected to have a
Material Adverse Effect; or 


        (h)    one
or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not paid or fully covered by insurance as to which the
relevant insurance company has acknowledged coverage) of $2,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within
30 days from the entry thereof; or 


        (i)    any
of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any
Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or 



69







  



        (j)    the
guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party or
any Affiliate of any Loan Party shall so assert; or 


        (k)    (i) any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), excluding the Permitted Investors, shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the
"beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 35% of the outstanding common stock of the
Borrower; (ii) the board of directors of the Borrower shall cease to consist of a majority of Continuing Directors; or (iii) a Specified Change of Control shall occur; or 


        (l)    the
Senior Subordinated Notes or the guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations or the obligations of the Subsidiary
Guarantors under the Guarantee and Collateral Agreement, as the case may be, as provided in the Senior Subordinated Note Indenture, or any Loan Party, any Affiliate of any Loan Party, the trustee in
respect of the Senior Subordinated Notes or the holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes shall so assert in writing; 




then,
and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the
Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of
L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and
(B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall
immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to
the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately
become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the
Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then
undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and
under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the
Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may
be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower. 


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SECTION 11.    THE AGENTS  


        11.1    Appointment.    (a) Each Lender hereby irrevocably designates and appoints each Agent as the agent of
such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes such Agent, in such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of this Agreement and the other Loan Documents,
together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into
this Agreement or any other Loan Document or otherwise exist against any Agent. 


        (b)    The
Issuing Lender and the Foreign Currency Lenders shall act on behalf of the Revolving Lenders with respect to Letters of Credit and Foreign Currency Loans issued or
made under this Agreement and the documents associated therewith. It is understood and agreed that the Issuing Lender and the Foreign Currency Lenders (i) shall have all of the benefits and
immunities (x) provided to the Agents in this Section 11 with respect to acts taken or omissions suffered by the Issuing Lender and Foreign Currency Lenders in connection with Letters of
Credit and Foreign Currency Loans issued or made under this Agreement and the documents associated therewith as fully as if the term "Agents", as used in this Section 11, included the Issuing
Lender and the Foreign Currency Lenders with respect to such acts or omissions and (y) as additionally provided in this Agreement and (ii) shall have all of the benefits of the
provisions of Section 11.7 as fully as if the term "Agents", as used in Section 11.7, included the Issuing Lender and the Foreign Currency Lenders. 



        11.2.    Delegation of Duties.    Each Agent may execute any of its duties under this Agreement and the other Loan
Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care. 


        11.3.    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. 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. 


        11.4.    Reliance by Agents.    Each Agent shall be entitled to rely, and shall be fully protected in relying, upon
any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants
and other experts selected by such Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or 


71





 




transfer thereof shall have been filed with the Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Agents shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all
Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. 


        11.5.    Notice of Default.    No Agent shall be deemed to have knowledge or notice of the occurrence of any Default
or Event of Default hereunder unless such Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice
is a "notice of default." In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of
Lenders specified by this Agreement); provided that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it
shall deem advisable in the best interests of the Lenders. 


        11.6.    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 this Agreement and
the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan
Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or
creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates. 


        11.7.    Indemnification.    The Lenders agree to indemnify each Agent in its capacity as such (to the extent not
reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in
accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, 


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expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating
to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the
payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of
a court of competent jurisdiction to have resulted from such Agent's gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts
payable hereunder. 


        11.8.    Agent in Its Individual Capacity.    Each Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued
or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and
the terms "Lender" and "Lenders" shall include each Agent in its individual capacity. 


        11.9.    Successor Administrative Agent.    The Administrative Agent may resign as Administrative Agent upon ten days'
notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then 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 10(a) or Section 10(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 the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights,
powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent's notice of resignation, the
retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such
time, if any, as the Required Lenders appoint a successor agent, which agent shall be (a) a bank organized and doing business under the laws of the United States or any state thereof, subject
to supervision or examination by federal or state authority and having a total shareholder equity aggregating at least $1,000,000,000 and (b) unless an Event of Default under
Section 10(a) or Section 10(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). The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations
and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the
Administrative Agent or any Lender. After any retiring Administrative Agent's resignation as Administrative Agent, the provisions of this Section 11 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. 


        11.10.    Agents Generally.    Except as expressly set forth herein, no Agent shall have any duties or
responsibilities hereunder in its capacity as such. 


        11.11.    The Lead Arranger.    The Lead Arranger, in its capacity as such, shall have no duties or responsibilities,
and shall incur no liability, under this Agreement and other Loan Documents. 


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SECTION 12.    MISCELLANEOUS  



        12.1.    Amendments and Waivers.    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 12.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, 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, (a) enter into written amendments,
consents, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the
rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may
specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences;  provided, however that no such waiver and no such amendment, supplement or modification shall
(i) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated
rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates, which waiver shall be
effective with the consent of the Majority Facility Lenders of each adversely affected Facility and (y) that any amendment or modification of defined terms used in the financial covenants in
this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment thereof, or increase the amount or
extend the expiration date of any Lender's Revolving Commitment, in each case without the written consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting rights of
any Lender under this Section 12.1 without the written consent of such Lender; (iii) 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 Subsidiary Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (iv) amend, modify or waive any
condition precedent to any extension of credit under the Revolving Facility set forth in Section 7.2 (including in connection with any waiver of an existing Default or Event of Default) without
the written consent of the Majority Facility Lenders with respect to the Revolving Facility; (v) amend, modify or waive any provision of Sections 3.15 through 3.18 without the written consent
of all the Foreign Currency Lenders; (vi) amend, modify or waive any provision of Section 5.8 without the written consent of the Majority Facility Lenders in respect of each Facility
adversely affected thereby; (vii) reduce the amount of Net Cash Proceeds or Excess Cash Flow required to be applied to prepay Loans under this Agreement without the written consent of the
Majority Facility Lenders with respect to each Facility that are scheduled to be prepaid; (viii) 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; (ix) amend, modify or waive any provision of Section 11 without the written consent of each Agent adversely
affected thereby; (x) amend, modify or waive any provision of Section 3.3 or 3.4 without the written consent of the Swingline Lender; or (xi) amend, modify or waive any provision
of Sections 3.7 to 3.14 without the written consent of each Issuing Lender. 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 cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent thereon. 


        Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, the Syndication Agent
and the 


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Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees
in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect
thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Majority Facility Lenders. 


        In
addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Syndication Agent, the Borrower and the Lenders
providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans ("Refinanced Term Loans") with
a replacement term loan tranche hereunder ("Replacement Term Loans"), provided that (a) the
aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term
Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the
weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be substantially
identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and
other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing. 


        12.2.    Notices.    All notices, requests and demands to or upon the respective parties hereto to be effective shall
be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in
the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of the Borrower and the Agents, and as set forth in an administrative questionnaire 


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delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto: 



	The Borrower:	 	Scientific Games Corporation

220 Continental Drive

Suite 407

Newark, Delaware 19713

Attention: Robert C. Becker

Telecopy: (302) 452-5382

Telephone: (302) 452-5227
	 	 	 
	The Administrative Agent:	 	The Bank of New York

Attention: Sandra E. Morgan, Assistant Treasurer

Telecopy: (212) 635-6365/6367

Telephone: (212) 635-4692
	 	 	 
	The Syndication Agent:	 	Bear Stearns Corporate Lending Inc.

383 Madison Avenue

New York, NY 10179

Attention: Stephen O'Keefe

Telecopy: (212) 272-9184

Telephone: (212) 272-9430
	 	 	 
	Issuing Lender:	 	As notified by such Issuing Lender to the

Administrative Agent and the Borrower






provided that any notice, request or demand to or upon any Agent, the Issuing Lender or the Lenders shall not be effective until received. 


        12.3.    No Waiver; Cumulative Remedies.    No failure to exercise and no delay in exercising, on the part of any
Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 


        12.4.    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. 


        12.5.    Payment of Expenses and Taxes.    The Borrower agrees (a) to pay or reimburse the Syndication Agent
and the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of
the transactions contemplated hereby and thereby, including the reasonable fees and disbursements of counsel to such Agent and filing and recording fees and expenses, with statements with respect to
the foregoing to be submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other
periodic basis as such Agent shall deem appropriate, (b) to pay or reimburse each Lender and Agent for all its costs and reasonable expenses incurred in connection with the enforcement or
preservation of any 


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rights under this Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of counsel (including the allocated fees and expenses of in-house
counsel) to each Lender and of counsel to such Agent, provided that, the fees and disbursements of counsel to any such Lender shall only be paid or
reimbursed to the extent incurred in connection with a Default or an Event of Default, (c) to pay, indemnify, and hold each Lender and Agent harmless from, any and all recording and filing fees
and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the
execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect
of, this Agreement, the other Loan Documents and any such other documents, (d) to pay or reimburse the Issuing Lender and each Foreign Currency Lender for all its reasonable
out-of-pocket costs and expenses incurred in connection with the conversion of any Letter of Credit denominated in a Foreign Currency or any Foreign Currency pursuant to the
terms of this Agreement, and (e) to pay, indemnify, and hold each Lender and Agent and their respective officers, directors, employees, affiliates, agents, trustees, advisors and controlling
persons (each, an "Indemnitee") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan
Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of any Group Member or any of the Properties and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee
against any Loan Party under any Loan Document (all the foregoing in this clause (e), collectively, the "Indemnified Liabilities"),  provided, that the
Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified
Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting
the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to
waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or
nature, under or related to Environmental Laws, that any of them may have by statute or otherwise against any Indemnitee, except to the extent resulting from the gross negligence or willful misconduct
of such Indemnitee. All amounts due under this Section 12.5 shall be payable not later than ten days after written demand therefor. Statements payable by the Borrower pursuant to this
Section 12.5 shall be submitted to Robert C. Becker (Telephone No. (302) 452-5227) (Telecopy No. (302) 452-5382), at the address of the Borrower set forth
in Section 12.2, 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 12.5 shall survive repayment of the Loans and all other amounts payable
hereunder. 


        12.6.    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 the Issuing Lender that issues any Letter of
Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance
with this Section. 


        (b)    (i) Subject
to the conditions set forth in paragraph (ii) below, any Lender may assign to one or more assignees (each, an "Assignee") all or a portion of
its rights and obligations under this 


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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) of: 



        (A)    the
Borrower, provided that, no consent of the Borrower shall be required for (x) any assignment to a Lender, an
affiliate of a Lender or an Approved Fund (as defined below), (y) any assignment of the Revolving Commitments or the Revolving Loans if an Event of Default has occurred and is continuing and
(z) any assignment of the Term Loans; 


        (B)    the
Administrative Agent, provided that no consent of the Administrative Agent shall be required for (x) an
assignment to an Assignee that is a Lender immediately prior to giving effect to such assignment, except in the case of an assignment of a Revolving Commitment to an Assignee that does not already
have a Revolving Commitment and (y) any assignment of Term Loans; and 


        (C)    in
the case of any assignment of a Revolving Commitment, each Issuing Lender and the Swingline Lender; and 




in
the case of all such assignments, subject to notice to the Syndication Agent. 


        (ii)    Assignments
shall be subject to the following additional conditions: 



        (A)    no
assignment may be made to an Ineligible Assignee; 


        (B)    except
in the case of an assignment to a Lender, 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 the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of 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 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; 


        (C)    the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of
$1,500 (treating simultaneous assignments by a Lender to two or more Approved Funds of such Lender as a single assignment); 



        (D)    the
Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and 


        (E)    in
the case of an assignment by a Lender to a CLO (as defined below) managed or administered by such Lender or an Affiliate of such Lender, the assigning Lender shall
retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents, provided that
the Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that
(1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 12.1 and (2) directly affects such CLO. 




For
the purposes of this Section 12.6, the terms "Approved Fund" and "CLO" have the following meanings: 



        "Approved Fund" means (a) with respect to any Lender, a CLO managed by such Lender or an Affiliate of such Lender and
(b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar 



78





 


extensions of credit and is managed by the same investment advisor as such Lender or by an affiliate of such investment advisor. 


        "CLO" means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or
otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an affiliate of such Lender. 




        (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 the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case
of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 5.9, 5.10, 5.11 and 12.5 relating to the period during which it was a Lender). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Section 12.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section. 


        (iv)    The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices 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 of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the
Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. 


        (v)    Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee's completed administrative questionnaire
(unless the Assignee shall already be a Lender hereunder) and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph. 


        (c)    (i) Any
Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a "Participant")
in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its 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 Agents, the Issuing Lender and the other Lenders shall continue to 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 affected thereby pursuant to the proviso to the second sentence of Section 12.1 and (2) directly affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.9, 5.10 and 5.11 to the same extent as if it were
a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent 


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permitted by law, each Participant also shall be entitled to the benefits of Section 12.7(b) as though it were a Lender, provided such
Participant shall be subject to Section 12.7(a) as though it were a Lender. 



        (ii)    A
Participant shall not be entitled to receive any greater payment under Section 5.9, 5.10 or 5.11 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. Any Participant that is a
Non-U.S. Lender shall not be entitled to the benefits of Section 5.10 unless such Participant complies with Section 5.10(d). 


        (d)    Any
Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of the
Borrower or the Administrative Agent, assign or pledge all or any portion of its rights under this Agreement, including the Term Loans and Notes representing such Term Loans or any other instrument
evidencing its rights as a Lender under this Agreement, to any holder or, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for
such obligations or securities; provided that any foreclosure or similar action by such trustee or representative shall be subject to the provisions of this Section concerning assignments. 


        (e)    The
Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type
described in paragraph (d) above. 


        (f)    Notwithstanding
the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the
Borrower or the Administrative Agent and without regard to the limitations set forth in Section 12.6(b). The Borrower, each Lender and the Agents hereby confirms that it will not institute
against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy
or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided,  however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost,
damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. 


        12.7.    Adjustments; Set-off.    (a) Except to the extent that this Agreement expressly provides
for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a "Benefitted Lender") shall, at any
time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 10, receive any payment of all or part of the
Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in
Section 10(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such
Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with
the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders;  provided,
however, that if all or any portion of such excess payment or benefits is thereafter recovered
from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. 


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        (b)    In
addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower, any such notice being
expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof
to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender,  provided that the failure to give such notice shall not affect the validity of such setoff and application. 


        12.8.    Counterparts.    This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent. 


        12.9.    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. 



        12.10.    Integration.    This Agreement and the other Loan Documents represent the entire agreement of the Borrower,
the Agents and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other Loan Documents. 


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


        12.12.    Submission To Jurisdiction; Waivers.    The Borrower hereby irrevocably and unconditionally: 



        (a)    submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition
and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern
District of New York, and appellate courts from any thereof; 


        (b)    consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 


        (c)    agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to the Borrower at its address set forth in Section 12.2 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 or shall limit the right to sue in any other
jurisdiction; and 



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        (e)    waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages. 




        12.13.    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)    no
Agent or 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 one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and 


        (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. 




        12.14.    Releases of Guarantees and Liens.    (a) Notwithstanding anything to the contrary contained herein
or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by
Section 12.1) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of
any transaction not prohibited by any Loan Document, including any Tax Reorganization, or that has been consented to in accordance with Section 12.1 or (ii) under the circumstances
described in paragraph (b) below. 


        (b)    At
such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than obligations under or in respect of Hedge
Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security
Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents
shall terminate, all without delivery of any instrument or performance of any act by any Person. 



        12.15.    Confidentiality.    Each Agent and each Lender agrees to keep confidential all non-public
information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing
herein shall prevent any Agent or any Lender from disclosing any such information (a) to any Agent, any other Lender or any Lender Affiliate, (b) subject to an agreement to comply with
the provisions of this Section, to any actual or prospective Transferee or any direct or indirect counterparty to any Hedge Agreement (or any professional advisor to such counterparty), (c) to
its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority,
(e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in
connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any
nationally recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection
with the exercise of any remedy hereunder or under any other Loan Document. 



        12.16.    WAIVERS OF JURY TRIAL.    THE BORROWER, THE AGENTS AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


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        12.17.    Delivery of Addenda.    Each initial Lender shall become a party to this Agreement by delivering to the
Administrative Agent an Addendum duly executed by such Lender. 


        12.18.    Conversion of Currencies.    (a) If, for the purpose of obtaining judgment in any court, it is
necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be
that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the
day on which final judgment is given. 


        (b)    The
obligations of the Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the "Applicable
Creditor") shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than the currency in which such sum
is stated to be due hereunder (the "Agreement Currency"), be discharged only to the extent that, on the Business Day following receipt by the Applicable
Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement
Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Borrower agrees,
as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrower contained in this Section 12.18 shall
survive the termination of this Agreement and the payment of all other amounts owing hereunder. 


        12.19.    Interest Rate Limitation.    Notwithstanding anything herein to the contrary, if at any time the interest
rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the
"Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges
payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender. 


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



	 	 	SCIENTIFIC GAMES CORPORATION
	

 	
 	
By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
BEAR, STEARNS & CO. INC., as Sole Lead Arranger and Sole Bookrunner
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent and as a Lender
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	
THE BANK OF NEW YORK, as Administrative Agent
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




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Annex A    
  


 
 

PRICING GRID FOR REVOLVING LOANS AND SWINGLINE LOANS    
  



	Pricing Level
 
	 	Applicable Margin for

Eurocurrency Loans
	 	Applicable Margin for

Base Rate Loans
	 
	I	 	3.00	%	2.00	%
	

II	
 	

2.75	
%	

1.75	
%
	

III	
 	

2.50	
%	

1.50	
%
	

IV	
 	

2.25	
%	

1.25	
%
	

V	
 	

2.00	
%	

1.00	
%






The Applicable Margin for Revolving Loans and Swingline Loans and the Commitment Fee Rate shall be adjusted, on and after the first Adjustment Date (as defined
below) occurring after the date which is six months after the Closing 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 8.1 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 8.1, 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 Pricing Grid shall apply. On each Adjustment Date, the Applicable Margin for Revolving Loans and Swingline Loans and the Commitment Fee Rate shall be
adjusted to be equal to the Applicable Margins and Commitment Fee Rate opposite the Pricing Level determined to exist on such Adjustment Date from the financial statements relating to such Adjustment
Date. 


        As
used herein, the following rules shall govern the determination of Pricing Levels on each Adjustment Date: 



        "Pricing Level I" shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is greater than or equal to
3.50 to 1.00. 


        "Pricing Level II" shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is less than 3.50 to 1.00
but greater than or equal to 3.00 to 1.00. 


        "Pricing Level III" shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is less than 3.00 to 1.00
but greater than or equal to 2.50 to 1.00. 


        "Pricing Level IV" shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is less than 2.50 to 1.00
but greater than or equal to 2.00 to 1.00. 


        "Pricing Level V" shall exist on an Adjustment Date if the Consolidated Leverage Ratio for the relevant period is less than 2.00 to 1.00. 











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EXHIBIT 10.27



TABLE OF CONTENTS



Annex A


PRICING GRID FOR REVOLVING LOANS AND SWINGLINE LOANS