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 OR OTHER ELECTRONIC TRANSMISSION OF A SIGNED SIGNATURE PAGE OF
THIS AMENDMENT) THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THIS AMENDMENT.
SECTION 4.
CREDIT AGREEMENT.
EXCEPT AS SPECIFICALLY STATED HEREIN, THE CREDIT
AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE
PROVISIONS THEREOF.
SECTION 5.
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 TO THE CREDIT AGREEMENT IN THE 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.
[The remainder of this page has been left blank intentionally.]
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/ Jeffrey S. Lipkin
Name:
Jeffrey S. Lipkin
Title:
Vice President
SCIENTIFIC GAMES CORPORATION.,
as Holdings and a Guarantor,
By
s/ Jeffrey S. Lipkin
Name:
Jeffrey S. Lipkin
Title:
Vice President and Chief
Financial Officer
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
By
/s/ Ralph Totoonchie
Name:
Ralph Totoonchie
Title:
Vice President
SIGNATURE PAGE TO AMENDMENT DATED AS OF OCTOBER 13, 2009, TO THE CREDIT
AGREEMENT DATED AS OF JUNE 9, 2008, AMONG SCIENTIFIC GAMES INTERNATIONAL, INC.,
SCIENTIFIC GAMES CORPORATION, THE LENDERS PARTY THERETO, AND JPMORGAN CHASE
BANK, N.A., AS ADMINISTRATIVE AGENT.
Name of Institution:
by
Name:
Title:
by
Name:
Title:
[This Amendment was executed by authorized signatories of 19 Lenders]