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.
7
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:
8
JPMORGAN CHASE BANK, N.A., as Administrative Agent,
By
Name:
Title:
9
SIGNATURE PAGE TO THE AMENDMENT
AND RESTATEMENT AGREEMENT AMONG
SCIENTIFIC GAMES CORPORATION, THE LENDERS
PARTY THERETO AND JPMORGAN CHASE BANK,
N.A., AS ADMINISTRATIVE AGENT,
Name of Institution:
Executing solely as a Consenting Lender
By:
Name:
Title:
Executing as a Tranche E Term Lender
By:
Name:
Title:
10
SCHEDULES AND EXHIBITS
Schedules
Schedule 2.1E
Tranche E Term Commitments
Exhibits
Exhibit A
Amended and Restated Credit Agreement
Exhibit B-1
Form of Opinion of Kramer Levin Naftalis & Frankel LLP
Exhibit B-2
Form of Opinion of Ira Raphaelson
Exhibit C
Form of Reaffirmation Agreement
EXHIBIT A
$750,000,000
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of
December 23, 2004,
as Amended and Restated as of January 24, 2007,
among
SCIENTIFIC GAMES CORPORATION,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
J.P. MORGAN SECURITIES INC.,
as Sole Lead Arranger and Bookrunner
for the Tranche E Term Loans
[CS&M No. 6701-464]
TABLE OF CONTENTS
Page
Section 1.
DEFINITIONS
1
1.1.
Defined Terms
1
1.2.
Other Definitional Provisions
33
1.3.
Currency Conversion
33
Section 2.
AMOUNT AND TERMS OF AND TERM LOANS
34
2.1.
Tranche E Term Commitments; Tranche C Term Loans and Tranche D Term Loans
34
2.2.
Procedure for Tranche E Term Loan Borrowing
34
2.3.
Repayment of Term Loans
34
2.4.
Incremental Term Loans
35
Section 3.
AMOUNT AND TERMS OF REVOLVING COMMITMENTS
36
3.1.
Revolving Commitments
36
3.2.
Procedure for Revolving Loan Borrowing
37
3.3.
Swingline Commitment
38
3.4.
Procedure for Swingline Borrowing; Refunding of Swingline Loans
38
3.5.
Commitment Fees, etc
40
3.6.
Termination or Reduction of Revolving Commitments
40
3.7.
L/C Commitment
40
3.8.
Procedure for Issuance of Letters of Credit
41
3.9.
Fees and Other Charges
41
3.10.
L/C Participations
42
3.11.