recourse
to, or warranty by, the Collateral Agent.
(c)
Liens on Collateral created hereunder shall be released
and obligations of Guarantors and Grantors hereunder shall terminate as set
forth in Section 10.15 of the Credit Agreement.
8.16
WAIVER OF JURY TRIAL.
EACH GRANTOR AND, BY
ACCEPTANCE OF THE BENEFITS HEREOF, EACH OF THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT AND EACH OTHER SECURED PARTY, HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
23
IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and
Collateral Agreement to be duly executed and delivered as of the date first
above written.
BANK OF AMERICA, N.A.
as Collateral Agent
By:
/s/ Ronaldo Naval
Name:
Ronaldo Naval
Title:
Vice President
SCIENTIFIC GAMES INTERNATIONAL, INC.,
as Grantor
By
/s/ Jack B. Sarno
Name:
Jack B. Sarno
Title:
Vice President, General Counsel and Secretary
SCIENTIFIC GAMES CORPORATION,
as Grantor and Guarantor
By
/s/ Jack B. Sarno
Name:
Jack B. Sarno
Title:
Vice President-Worldwide Legal Affairs and Corporate Secretary
SCIENTIFIC GAMES PRODUCTS, INC., SCIPLAY INC.,
SG GAMING NORTH AMERICA, INC.,
each as Grantor and Guarantor
By:
/s/ Jack B. Sarno
Name:
Jack B. Sarno
Title:
Vice President and Secretary
MDI ENTERTAINMENT, LLC, by Scientific Games International, Inc. as its sole
member, SCIENTIFIC GAMES NEW JERSEY, LLC, by Scientific Games
International, Inc. as its sole member,
each as Grantor and Guarantor
By:
/s/ Jack B. Sarno
Name:
Jack B. Sarno
Title:
Vice President, General Counsel and Secretary
SCIENTIFIC GAMES SA, INC.,
WMS INDUSTRIES INC.,
WMS GAMING INC.,
LENC-SMITH INC.,
WILLIAMS ELECTRONICS GAMES, INC.,
WMS FINANCE INC.,
WMS INTERNATIONAL HOLDINGS INC.,
each as Grantor and Guarantor
By:
/s/ Jack B. Sarno
Name:
Jack B. Sarno
Title:
General Counsel and Secretary
LENC SOFTWARE HOLDINGS LLC,
WILLIAMS INTERACTIVE LLC,
PHANTOM EFX, LLC,
each as Grantor and Guarantor
By:
/s/ Jack B. Sarno
Name:
Jack B. Sarno
Title:
Manager
Annex I to
Guarantee and Collateral Agreement
ASSUMPTION AGREEMENT, dated as of
, 20
, made by
(the "Additional
Grantor"), in favor of Bank of America, N.A., as collateral agent (in such
capacity, the "Collateral Agent") for the banks and other financial institutions
or entities (the "Lenders") parties to the Credit Agreement referred to below.
All capitalized terms not defined herein shall have the meaning ascribed to them
in such Credit Agreement.
W I T N E S S E T H :
WHEREAS, Scientific Games International, Inc., a Delaware corporation (the
"Borrower"), Scientific Games Corporation, a Delaware corporation ("Holdings"),
the several banks and other financial institutions or entities from time to time
parties to the Credit Agreement (the "Lenders"), Bank of America, N.A., as
Collateral Agent (in such capacity, the "Collateral Agent"), Administrative
Agent, Issuing Lender and Swingline Lender, Bank of America, N.A., Credit Suisse
Securities (USA) LLC and UBS Securities LLC, as Joint Lead Arrangers and Bank of
America, N.A., Credit Suisse