LAUNDERING RULES AND REGULATIONS, INCLUDING, WITHOUT LIMITATION,
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THE UNITED STATES PATRIOT ACT, TO THE EXTENT REASONABLY REQUESTED THROUGH THE
ADMINISTRATIVE AGENT WITHIN A REASONABLE PERIOD OF TIME PRIOR TO THE RESTATEMENT
EFFECTIVE DATE.
The Administrative Agent shall notify the Borrower and the Restatement Lenders
of the Restatement Effective Date, and such notice shall be conclusive and
binding. Notwithstanding the foregoing, the consummation of the transactions set
forth in Sections 3 and 4 of this Agreement shall not become effective unless
each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York
City time, on July 7, 2006 (and, in the event such conditions are not so
satisfied or waived, this Agreement shall terminate at such time).
SECTION 6.
EFFECTIVENESS; COUNTERPARTS; AMENDMENTS. THIS AGREEMENT SHALL
BECOME EFFECTIVE WHEN COPIES HEREOF WHICH, WHEN TAKEN TOGETHER, BEAR THE
SIGNATURES OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE RESTATEMENT LENDERS
SHALL HAVE BEEN RECEIVED BY THE ADMINISTRATIVE AGENT. THIS AGREEMENT MAY NOT BE
AMENDED NOR MAY ANY PROVISION HEREOF BE WAIVED EXCEPT PURSUANT TO A WRITING
SIGNED BY THE BORROWER, THE ADMINISTRATIVE AGENT AND THE RESTATEMENT LENDERS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A
SINGLE CONTRACT. DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS
AGREEMENT BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION SHALL BE EFFECTIVE AS
DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.
SECTION 7.
NO NOVATION. THIS AGREEMENT SHALL NOT EXTINGUISH THE LOANS
OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT, EXCEPT TO THE EXTENT ACTUALLY
PREPAID AS PROVIDED HEREIN. THE PROVISIONS OF SECTIONS 4.9, 4.10, 4.11 AND 11.5
OF THE EXISTING CREDIT AGREEMENT WILL CONTINUE TO BE EFFECTIVE AS TO ALL MATTERS
ARISING OUT OF OR IN ANY WAY RELATED TO FACTS OR EVENTS EXISTING OR OCCURRING
PRIOR TO THE RESTATEMENT EFFECTIVE DATE. THIS AGREEMENT SHALL BE A LOAN DOCUMENT
FOR ALL PURPOSES.
SECTION 8.
NOTICES. ALL NOTICES HEREUNDER SHALL BE GIVEN IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 11.2 OF THE AMENDED CREDIT AGREEMENT.
SECTION 9.
APPLICABLE LAW; WAIVER OF JURY TRIAL. (A) THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(B)
EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 11.16 OF THE
AMENDED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.
SECTION 10.
HEADINGS. THE SECTION HEADINGS USED HEREIN ARE FOR CONVENIENCE OF
REFERENCE ONLY, ARE NOT PART OF THIS AGREEMENT AND ARE NOT TO AFFECT THE
CONSTRUCTION OF, OR TO BE TAKEN INTO CONSIDERATION IN INTERPRETING, THIS
AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
written above.
SCIENTIFIC GAMES CORPORATION,
By
Name:
Title:
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JPMORGAN CHASE BANK, N.A., as Administrative Agent,
By
Name:
Title:
9
SIGNATURE PAGE TO THE AMENDMENT AND