"AMENDMENT EFFECTIVE DATE"):
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED FROM EACH OF
HOLDINGS, THE BORROWER AND LENDERS CONSTITUTING THE REQUIRED LENDERS EITHER
(I) A COUNTERPART OF THIS AMENDMENT SIGNED ON BEHALF OF SUCH PARTY OR
(II) WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY
INCLUDE TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AMENDMENT) THAT
SUCH PARTY HAS SIGNED A COUNTERPART OF THIS AMENDMENT.
(B)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL FEES AND OTHER AMOUNTS DUE
AND PAYABLE HEREUNDER OR UNDER THE CREDIT AGREEMENT ON OR PRIOR TO THE AMENDMENT
EFFECTIVE DATE, INCLUDING THE AMENDMENT FEES AND, TO THE EXTENT INVOICED,
REIMBURSEMENT OR PAYMENT OF ALL REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING,
WITHOUT LIMITATION, THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF CRAVATH,
SWAINE & MOORE LLP, COUNSEL FOR THE ADMINISTRATIVE AGENT) REQUIRED TO BE
REIMBURSED OR PAID BY THE BORROWER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
SECTION 5.
CREDIT AGREEMENT.
EXCEPT AS SPECIFICALLY STATED HEREIN, THE CREDIT
AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE
PROVISIONS THEREOF.
SECTION 6.
MISCELLANEOUS.
(A)
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH
WHEN SO EXECUTED SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF
A SIGNATURE PAGE OF THIS AMENDMENT BY TELECOPY OR ELECTRONIC TRANSMISSION SHALL
BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AMENDMENT.
(B)
ALL REFERENCES IN AND TO THE CREDIT AGREEMENT AND IN THE OTHER LOAN
DOCUMENTS SHALL BE DEEMED TO INCLUDE THIS AMENDMENT.
THIS AMENDMENT CONSTITUTES
A LOAN DOCUMENT,
(C)
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
(D)
WAIVERS OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
[signature pages to follow]
9
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on their behalf and in their respective corporate names by their duly
authorized officers as of the date first above written.
SCIENTIFIC GAMES INTERNATIONAL, INC.,
as Borrower,
by
/s/ Robert C. Becker
Name:
Robert C. Becker
Title:
Treasurer
10
SCIENTIFIC GAMES CORPORATION.,
as Holdings and a Guarantor,
by
/s/ Robert C. Becker
Name:
Robert C. Becker
Title:
VP & Treasurer
11
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
by
/s/Ralph Totoonchie
Name:
Ralph Totoonchie
Title:
Vice President
12
SIGNATURE PAGE TO AMENDMENT DATED AS OF MARCH 27, 2009, TO THE CREDIT AGREEMENT
DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC., SCIENTIFIC
GAMES CORPORATION,, THE LENDERS PARTY THERETO, AND JPMORGAN CHASE BANK, N.A., AS
ADMINISTRATIVE AGENT,
Name of Institution:
JP MORGAN CHASE BANK, N.A., AS A LENDER
by
/s/Ralph Totoonchie
Name: