TOWARD THE PREPAYMENT OF 2004
SENIOR SUBORDINATED NOTES AND TERM LOANS AS SET FORTH IN SECTION 4.2(D) (OR A
COMBINATION THEREOF) OR, IF ALL TERM LOANS HAVE BEEN REPAID, TOWARD THE
PREPAYMENT OF ANY OTHER OUTSTANDING SENIOR SECURED INDEBTEDNESS (OTHER THAN
REVOLVING LOANS) OF ANY GROUP MEMBER THAT RANKS PARI PASSU IN RIGHT OF PAYMENT
WITH THE LOANS (SUCH INDEBTEDNESS, TOGETHER WITH THE 2004 SENIOR SUBORDINATED
NOTES, GD EARNOUT NOTES AND TERM LOANS, THE "APPLICABLE SENIOR DEBT");
(I)
INDEBTEDNESS CONSISTING OF INDEMNITIES RELATING TO SURETY
BONDS ISSUED IN THE ORDINARY COURSE OF BUSINESS;
(J)
UNSECURED OBLIGATIONS PURSUANT TO "EARNOUT" PROVISIONS IN
RESPECT OF THE GLOBAL DRAW ACQUISITION, THE RACING VENUE ACQUISITION, THE GAMES
MEDIA ACQUISITION AND PERMITTED ACQUISITIONS;
(K)
[RESERVED];
(L)
PERMITTED ADDITIONAL SUBORDINATED DEBT;
87
(M)
PERMITTED ADDITIONAL SENIOR INDEBTEDNESS;
(N)
INDEBTEDNESS OF ANY PERSON THAT BECOMES A SUBSIDIARY PURSUANT
TO A PERMITTED ACQUISITION AFTER THE EFFECTIVE DATE, PROVIDED THAT SUCH
INDEBTEDNESS EXISTS AT THE TIME SUCH PERSON BECOMES A SUBSIDIARY AND IS NOT
CREATED IN CONTEMPLATION OF OR IN CONNECTION WITH SUCH PERSON BECOMING A
SUBSIDIARY, PROVIDED FURTHER THAT (A) SUCH INDEBTEDNESS SHALL NOT BE GUARANTEED
BY A GUARANTOR THAT IS NOT A GUARANTOR OF SUCH INDEBTEDNESS IMMEDIATELY PRIOR TO
SUCH PERSON BECOMING A SUBSIDIARY AND (B) THE AGGREGATE PRINCIPAL AMOUNT OF
INDEBTEDNESS PERMITTED BY THIS CLAUSE (N) SHALL NOT EXCEED $50,000,000 AT ANY
TIME OUTSTANDING AND (II) ANY REFINANCINGS, REFUNDINGS, RENEWALS OR EXTENSIONS
OF SUCH INDEBTEDNESS (WITHOUT INCREASING THE PRINCIPAL AMOUNT THEREOF,
SHORTENING THE MATURITY THEREOF OR DECREASING THE WEIGHTED AVERAGE LIFE
THEREOF);
(O)
(I) INDEBTEDNESS OF THE BORROWER IN RESPECT OF THE 2008 SENIOR
SUBORDINATED NOTES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED THE PRINCIPAL
AMOUNT THEREOF ORIGINALLY ISSUED AND (II) GUARANTEE OBLIGATIONS OF ANY GUARANTOR
IN RESPECT OF SUCH INDEBTEDNESS; PROVIDED THAT SUCH GUARANTEE OBLIGATIONS ARE
SUBORDINATED TO THE SAME EXTENT AS THE OBLIGATIONS OF THE BORROWER IN RESPECT OF
THE RELATED SENIOR SUBORDINATED SECURITIES;
(P)
INDEBTEDNESS IN RESPECT OF ANY GD EARNOUT NOTES;
(Q)
INDEBTEDNESS OF HOLDINGS OR ANY SUBSIDIARY OF HOLDINGS INCURRED
(AND THE PROCEEDS OF WHICH ARE ACTUALLY USED) TO FUND INVESTMENTS PURSUANT TO,
OR TO FINANCE THE OPERATIONS OF THE BUSINESSES PROVIDED FOR IN,
SECTION 8.8(X) IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $55,000,000;
(R)
INDEBTEDNESS OF HOLDINGS OR ANY OF ITS SUBSIDIARIES IN THE
FORM OF AMOUNTS PAYABLE TO VENDORS (WITH PAYMENT TERMS PROVIDING FOR PAYMENT ON
A DATE ONE YEAR OR MORE AFTER THE DATE OF PURCHASE) FOR THE PURCHASE OF ASSETS
FROM SUCH VENDORS IN THE ORDINARY COURSE OF BUSINESS IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $15,000,000 AT ANY ONE TIME OUTSTANDING; AND
(S)
INDEBTEDNESS OF HOLDINGS OR ANY OF ITS SUBSIDIARIES IN THE
FORM OF RENTAL PAYMENTS OR ASSET MANAGEMENT FEES PAID TO ANY PLAYTECH JOINT
VENTURE PURSUANT TO SECTION 10.3.5 OF THE U.K. TERMINAL AGREEMENT OR ANY
PROVISION IN ANY OTHER PLAYTECH AGREEMENT PROVIDING FOR THE PAYMENT OF SIMILARLY
STRUCTURED ASSET MANAGEMENT FEES OR RENTAL PAYMENTS TO ANY PLAYTECH JOINT
VENTURE.