Exhibit 10.1
EXECUTION VERSION
AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 12, 2010 (this
"Agreement"), among SCIENTIFIC GAMES INTERNATIONAL, INC. (the "Borrower"),
SCIENTIFIC GAMES CORPORATION ("Holdings"), the LENDERS party hereto (the
"Consenting Lenders") and JPMORGAN CHASE BANK, N.A., as Administrative Agent
(the "Administrative Agent") for the Lenders under the Credit Agreement dated as
of June 9, 2008, as amended and restated as of March 27, 2009, September 30,
2009, and October 13, 2009 (as in effect immediately prior to the Restatement
Effective Date (as defined below), the "Existing Credit Agreement"), among the
Borrower, Holdings, the lenders from time to time party thereto (the "Lenders")
and the Administrative Agent.
WHEREAS:
A.
PURSUANT TO THE EXISTING CREDIT AGREEMENT, THE LENDERS HAVE EXTENDED, AND
HAVE AGREED TO EXTEND, CREDIT TO THE BORROWER.
B.
THE BORROWER HAS REQUESTED THAT THE EXISTING CREDIT AGREEMENT BE AMENDED AND
RESTATED AS PROVIDED HEREIN.
C.
THE ADMINISTRATIVE AGENT AND THE CONSENTING LENDERS ARE WILLING TO AMEND AND
RESTATE THE CREDIT AGREEMENT, ON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH.
NOW, THEREFORE, in consideration of the above recitals and the covenants and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each of Holdings,
the Borrower, the Administrative Agent and the Consenting Lenders 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 RESTATED CREDIT AGREEMENT
REFERRED TO BELOW.
SECTION 2.
AMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT; AMENDMENT OF
GUARANTEE AND COLLATERAL AGREEMENT.
(A)
EFFECTIVE ON THE RESTATEMENT EFFECTIVE
DATE, THE EXISTING CREDIT AGREEMENT (EXCLUDING THE ANNEXES, SCHEDULES AND
EXHIBITS THERETO TO THE EXTENT NOT ATTACHED AS PART OF EXHIBIT A HERETO, EACH OF
WHICH SHALL REMAIN UNCHANGED) IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS SET FORTH IN EXHIBIT A HERETO (THE "RESTATED CREDIT AGREEMENT").
FROM AND AFTER THE RESTATEMENT EFFECTIVE DATE, THE TERMS "AGREEMENT", "THIS
AGREEMENT", "HEREIN", "HEREINAFTER", "HERETO", "HEREOF" AND WORDS OF SIMILAR
IMPORT, AS USED IN THE RESTATED CREDIT
AGREEMENT, SHALL, UNLESS THE CONTEXT OTHERWISE REQUIRES, REFER TO THE RESTATED
CREDIT AGREEMENT, AND THE TERM "CREDIT AGREEMENT", AS USED IN THE OTHER LOAN
DOCUMENTS, SHALL MEAN THE RESTATED CREDIT AGREEMENT.
(B)
THE CONSENTING LENDERS HEREBY CONSENT TO THE AMENDMENT OF THE GUARANTEE AND
COLLATERAL AGREEMENT TO AMEND SECTION 3 THEREOF BY RESTATING THE FIRST PROVISO
AT THE END THEREOF IN ITS ENTIRETY AS FOLLOWS:
"PROVIDED, HOWEVER, THAT NOTWITHSTANDING ANY OF THE OTHER PROVISIONS SET FORTH
IN THIS SECTION 3, THIS AGREEMENT SHALL NOT CONSTITUTE A GRANT OF A SECURITY
INTEREST IN (I) ANY PROPERTY TO THE EXTENT THAT SUCH GRANT OF A SECURITY
INTEREST IS PROHIBITED BY ANY REQUIREMENTS OF LAW OF A GOVERNMENTAL AUTHORITY,
REQUIRES A CONSENT NOT OBTAINED OF ANY GOVERNMENTAL AUTHORITY PURSUANT TO SUCH
REQUIREMENT OF LAW OR IS PROHIBITED BY, OR CONSTITUTES A BREACH OR DEFAULT UNDER
OR RESULTS IN THE TERMINATION OF OR REQUIRES ANY CONSENT NOT OBTAINED