EXHIBIT 10.1
AMENDMENT AND RESTATEMENT AGREEMENT dated as of January 24, 2007 (this
"Agreement"), among SCIENTIFIC GAMES CORPORATION (the "Borrower"), the LENDERS
party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the
"Administrative Agent"), under the Credit Agreement dated as of December 23,
2004, as amended and restated as of July 7, 2006, as amended (as in effect on
the date hereof, the "Existing Credit Agreement"), among the Borrower, the
lenders party thereto and the Administrative Agent.
WHEREAS the Borrower has requested, and the Restatement Lenders and the
Administrative Agent have agreed, upon the terms and subject to the conditions
set forth herein, that (a) the Tranche E Term Lenders referred to below extend
credit in the form of Tranche E Term Loans on the Restatement Effective Date in
an aggregate principal amount equal to $200,000,000, and (b) the Existing Credit
Agreement be amended and restated as provided herein.
NOW, THEREFORE, the Borrower, the Restatement Lenders and the Administrative
Agent hereby agree as follows:
SECTION 1.
DEFINED TERMS.
CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL
HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN THE AMENDED CREDIT AGREEMENT (AS
DEFINED IN SECTION 4 BELOW).
AS USED IN THIS AGREEMENT,
(A) "RESTATEMENT
LENDERS" MEANS, AT ANY TIME, (I) THE TRANCHE E TERM LENDERS (AS DEFINED IN
SECTION 3 BELOW) AND (II) THE REQUIRED LENDERS UNDER (AND AS DEFINED IN) THE
EXISTING CREDIT AGREEMENT AND (B) "CONSENTING LENDERS" MEANS LENDERS EXECUTING
THIS AGREEMENT THAT ARE NOT TRANCHE E LENDERS.
SECTION 2.
RESTATEMENT EFFECTIVE DATE.
(A)
THE TRANSACTIONS PROVIDED FOR IN
SECTIONS 3 AND 4 HEREOF SHALL BE CONSUMMATED AT A CLOSING TO BE HELD ON THE
RESTATEMENT EFFECTIVE DATE AT THE OFFICES OF CRAVATH, SWAINE & MOORE LLP, OR AT
SUCH OTHER TIME AND PLACE AS THE PARTIES HERETO SHALL AGREE UPON.
(B)
THE "RESTATEMENT EFFECTIVE DATE" SHALL BE SPECIFIED BY THE BORROWER, AND
SHALL BE A DATE, NOT LATER THAN JANUARY 26, 2007, AS OF WHICH ALL THE CONDITIONS
SET FORTH OR REFERRED TO IN SECTION 5 HEREOF SHALL HAVE BEEN SATISFIED.
THE
BORROWER, BY GIVING NOT LESS THAN ONE BUSINESS DAY'S WRITTEN NOTICE, (I) SHALL
PROPOSE A DATE AS THE RESTATEMENT EFFECTIVE DATE TO THE ADMINISTRATIVE AGENT AND
(II) MAY CHANGE A PREVIOUSLY PROPOSED DATE FOR THE RESTATEMENT EFFECTIVE DATE.
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE RESTATEMENT LENDERS OF THE PROPOSED
DATE.
THIS AGREEMENT SHALL TERMINATE AT 5:00 P.M., NEW YORK CITY TIME, ON
JANUARY 26, 2007, IF THE RESTATEMENT EFFECTIVE DATE SHALL NOT HAVE OCCURRED AT
OR PRIOR TO SUCH TIME.
SECTION 3.
TRANCHE E TERM LOANS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, EACH PERSON IDENTIFIED ON SCHEDULE 2.1E HERETO AS A TRANCHE
E TERM LENDER (A "TRANCHE E TERM LENDER") AGREES TO MAKE A TRANCHE E TERM LOAN
(A "TRANCHE E TERM LOAN") TO THE BORROWER ON THE RESTATEMENT EFFECTIVE DATE IN
AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING ITS TRANCHE E TERM COMMITMENT.
A
TRANCHE E TERM LENDER'S "TRANCHE E TERM COMMITMENT"