UNDER, ANY
CONTRACT, LICENSE, AGREEMENT, INSTRUMENT OR OTHER DOCUMENT EVIDENCING OR GIVING
RISE TO SUCH PROPERTY OR, IN THE CASE OF ANY INVESTMENT PROPERTY, ANY APPLICABLE
SHAREHOLDER OR SIMILAR AGREEMENT, EXCEPT TO THE EXTENT THAT SUCH REQUIREMENT OF
LAW OR THE TERM IN SUCH CONTRACT, LICENSE, AGREEMENT, INSTRUMENT OR OTHER
DOCUMENT OR SHAREHOLDER OR SIMILAR AGREEMENT PROVIDING FOR SUCH PROHIBITION,
BREACH, DEFAULT OR TERMINATION OR REQUIRING SUCH CONSENT IS INEFFECTIVE UNDER
APPLICABLE LAW OR (II) THE CAPITAL STOCK OF SCIPLAY, SCIPLAY INTERNATIONAL OR
ANY OTHER PLAYTECH JOINT VENTURE IN WHICH ANY LOAN PARTY HAS ANY RIGHTS;".
SECTION 3.
REPRESENTATIONS AND WARRANTIES. TO INDUCE THE OTHER PARTIES HERETO
TO ENTER INTO THIS AGREEMENT, EACH OF HOLDINGS AND THE BORROWER REPRESENTS AND
WARRANTS TO EACH OF THE OTHER PARTIES HERETO, THAT, AT THE TIME OF AND
IMMEDIATELY AFTER GIVING EFFECT TO THIS AGREEMENT:
(A)
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY ANY LOAN PARTY IN OR
PURSUANT TO THE LOAN DOCUMENTS IS TRUE AND CORRECT ON AND AS OF THE RESTATEMENT
EFFECTIVE DATE AS IF MADE ON AND AS OF THE RESTATEMENT EFFECTIVE DATE, EXCEPT TO
THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES RELATE TO AN EARLIER DATE, IN
WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT AS OF
SUCH EARLIER DATE; AND
(B)
NO EVENT OF DEFAULT OR DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 4.
AMENDMENT FEES.
(A)
THE BORROWER AGREES TO PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER THAT EXECUTES AND DELIVERS A
COPY OF THIS AGREEMENT TO THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) AT OR PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 10, 2010 (OR SUCH OTHER TIME OR
DATE ON WHICH THE ADMINISTRATIVE AGENT AND THE BORROWER SHALL AGREE), AN
AMENDMENT FEE (THE "AMENDMENT FEES") IN AN AMOUNT EQUAL TO 0.25% OF THE SUM OF
(I) THE AGGREGATE PRINCIPAL AMOUNT OF TERM LOANS OF SUCH LENDER AND (II) THE
REVOLVING COMMITMENT (WHETHER USED OR UNUSED) OF SUCH LENDER, IN EACH CASE AS OF
SUCH DATE; PROVIDED THAT THE BORROWER SHALL HAVE NO LIABILITY FOR ANY SUCH
AMENDMENT FEES IF THIS AGREEMENT AND THE RESTATED CREDIT AGREEMENT DO NOT BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 5 BELOW.
2
Such Amendment Fees shall be payable in immediately available funds on, and
subject to the occurrence of, the Restatement Effective Date (as defined below).
(B)
IN THE EVENT THAT AT ANY TIME FOLLOWING THE RESTATEMENT EFFECTIVE DATE AND
PRIOR TO THE DATE THAT IS 45 DAYS FOLLOWING THE FILING WITH THE SEC OF HOLDINGS'
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009, EITHER
OF S&P OR MOODY'S (I) DOWNGRADES THE RATING ASSIGNED BY IT, AS OF THE
RESTATEMENT EFFECTIVE DATE, TO THE BORROWER'S CORPORATE CREDIT OR SENIOR SECURED
BANK DEBT (EACH SUCH RATING, A "CURRENT RATING") OR (II) PLACES EITHER SUCH
CURRENT RATING ON REVIEW AND, WITHIN 90 DAYS FOLLOWING THE DATE ON WHICH SUCH
CURRENT RATING WAS PLACED ON REVIEW, DOWNGRADES SUCH CURRENT